American Skiing Company Announces Sale of Killington and Pico Resorts - Ski Mag

American Skiing Company Announces Sale of Killington and Pico Resorts


PARK CITY, Utah Feb. 20, 2007 (BUSINESS WIRE RELEASE)--American Skiing Company (OTCBB:AESK) announced today that it had entered into a definitive agreement to sellits Killington and Pico resorts in Vermont to SP Land Company, LLC, amajor area landowner, for $83.5 million. The announced sale follows therecent announcement of the sale of Mount Snow and Attitash resorts for$73.5 million and the December announcement of the planned $265 millionsale of Steamboat resort.

"Killington has been in partnership with SP Land since 2004 on a numberof developable real estate parcels in the Killington area. During thedesign and planning phase of the Killington Village, it became apparentthat the developable real estate and resort operations should becontrolled by a single owner. We believe this transaction is atremendous step forward for the future development of Killington, Picoand the surrounding community," said ASC President and CEO B.J. Fair.

SP Land Company, LLC is a real estate holding company with significantland holdings near Killington resort. SP Land Company, LLC first gainedits real estate holdings in the area in conjunction with American SkiingCompany's restructuring of its real estate related debt in 2004.

"With the recently announced sales of Steamboat, Mount Snow, Attitashand now Killington and Pico, American Skiing Company is clearly intransition. We will be reviewing our organizational needs and adjustingaccordingly. As a result of these transactions, the Company expects torepay all bank debt, junior subordinated debt, and have substantialresources to address the needs of our Sunday River and Sugarloaf resortsin Maine and The Canyons in Utah," added Fair.

Included in the sale of Killington and Pico are the resorts and allresort-owned operations, all of Killington/Pico's resort-owned realestate assets and The Wobbly Barn restaurant. In addition to the cashpurchase price of $83.5 million, the buyer will also assumeapproximately $5 million of debt and other liabilities and certaincontractual obligations of ASC.

The proposed sales of the ASC resorts will not have an effect on anycurrent season passes, vouchers or advance purchase ticket products forthe remainder of the 2006-2007 winter season. Multi-resort products suchas All-For-One and Ski America passes will continue to be valid at allASC resorts where they previously have been honored through the end ofthe 2006-2007 winter season. Gift cards, Value Cards and Edge cards willcontinue to be valid in accordance with the terms of those specificprograms.

As a condition of the purchase and sale agreement, stockholder approvalis required for the sale of Killington and Pico resorts. The sole holderof the Company's Preferred Stock Series C-1, representing 65.8% of thevoting shares entitled to vote on the matter, has voted in favor of thetransaction, which constitutes majority stockholder approval. Suchapproval means the transaction may be approved without a meeting of theCompany's stockholders. In addition to stockholder approval, thetransaction is subject to customary closing conditions, includingHart-Scott-Rodino antitrust approval and consent of the State ofVermont. The transaction is expected to close on or before April 30,2007.

All of ASC's New England resorts, including Killington and Pico, havereceived almost three feet of natural snowfall in the past week; theseresorts are enjoying the best skiing and riding conditions of theseason.