Date: February 20, 2007 Contact:
David Hirasawa
Release: IMMEDIATE American Skiing Company
Investor and Media Communications
435-615-0396
American Skiing Company Announces Sale of Killington and
Pico Resorts For $83.5 Million
PARK CITY, UTAH — February 20, 2007 — American Skiing Company (OTCBB:
AESK) announced today that it had entered into a definitive agreement
to sell its Killington and Pico resorts in Vermont to SP Land Company,
LLC, a major area landowner, for $83.5 million. The announced sale
follows the recent announcement of the sale of Mount Snow and Attitash
resorts for $73.5 million and the December announcement of the planned
$265 million sale of Steamboat resort.
“Killington has been in partnership with SP Land since 2004 on a number
of developable real estate parcels in the Killington area. During the
design and planning phase of the Killington Village, it became apparent
that the developable real estate and resort operations should be
controlled by a single owner. We believe this transaction is a
tremendous step forward for the future development of Killington, Pico
and the surrounding community,” said ASC President and CEO B.J. Fair.
SP Land Company, LLC is a real estate holding company with significant
land holdings near Killington resort. SP Land Company, LLC first gained
its real estate holdings in the area in conjunction with American
Skiing Company’s restructuring of its real estate related debt in 2004.
“With the recently announced sales of Steamboat, Mount Snow, Attitash
and now Killington and Pico, American Skiing Company is clearly in
transition. We will be reviewing our organizational needs and adjusting
accordingly. As a result of these transactions, the Company expects to
repay all bank debt, junior subordinated debt, and have substantial
resources to address the needs of our Sunday River and Sugarloaf
resorts in Maine and The Canyons in Utah,” added Fair.
Included in the sale of Killington and Pico are the resorts and all
resort-owned operations, all of Killington/Pico’s resort-owned real
estate assets and The Wobbly Barn restaurant. In addition to the cash
purchase price of $83.5 million, the buyer will also assume
approximately $5 million of debt and other liabilities and certain
contractual obligations of ASC.
The proposed sales of the ASC resorts will not have an effect on any
current season passes, vouchers or advance purchase ticket products for
the remainder of the 2006-2007 winter season. Multi-resort products
such as All-For-One and Ski America passes will continue to be valid at
all
--------------------------------------------------------------------------------
ASC resorts where they previously have been honored through the end of
the 2006-2007 winter season. Gift cards, Value Cards and Edge cards
will continue to be valid in accordance with the terms of those
specific programs.
As a condition of the purchase and sale agreement, stockholder approval
is required for the sale of Killington and Pico resorts. The sole
holder of the Company’s Preferred Stock Series C-1, representing 65.8%
of the voting shares entitled to vote on the matter, has voted in favor
of the transaction, which constitutes majority stockholder approval.
Such approval means the transaction may be approved without a meeting
of the Company’s stockholders. In addition to stockholder approval, the
transaction is subject to customary closing conditions, including
Hart-Scott-Rodino antitrust approval and consent of the State of
Vermont. The transaction is expected to close on or before April 30,
2007.
All of ASC’s New England resorts, including Killington and Pico, have
received almost three feet of natural snowfall in the past week; these
resorts are enjoying the best skiing and riding conditions of the
season.
About Killington and Pico
Killington/Pico was the nation’s tenth most visited resort and the most
visited resort in the eastern U.S. in 2006, with nearly 800,000 skier
visits. Killington and Pico’s expansive terrain, its 3,050 foot
vertical drop and extensive snowmaking and grooming coverage have made
the resort a perennial favorite of skiers and riders in the
northeastern U.S. Golf, summer attractions and fall foliage complement
the year round recreation offerings of the resort.
About American Skiing Company
Headquartered in Park City, Utah, American Skiing Company is one of the
largest operators of alpine ski, snowboard and golf resorts in the
United States. Its resorts include Killington, Pico and Mount Snow in
Vermont; Sunday River and Sugarloaf/USA in Maine; Attitash in New
Hampshire; Steamboat in Colorado; and The Canyons in Utah. More
information is available on the company’s web site,
www.peaks.com.
Certain statements contained in this press release constitute
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the Securities Act), and Section
21E of the Securities Exchange Act of 1934, as amended (the Exchange
Act). These forward-looking statements are not based on historical
facts, but rather reflect our current expectations concerning future
results and events. Similarly, statements that describe our objectives,
plans or goals are or may be forward-looking statements. We have tried,
wherever possible, to identify such statements by using words such as
“anticipate”, “assume”, “believe”, “expect”, “intend”, “plan”, and
words and terms of similar substance in connection with any discussion
of operating or financial performance. Such forward-looking statements
involve a number of risks and uncertainties. In addition to factors
discussed above, other factors that could cause actual results,
performances or achievements to differ materially from those projected
include, but are not limited to, the following: the failure to satisfy
any of the conditions to closing of the purchase agreements relating to
Steamboat, Mount Snow/Attitash and Killington/Pico or the buyer’s
refusal to close for
