Shearman & Sterling Advises on Vail Resorts, Inc.’s $390 Million Notes Offering and Concurrent Debt Tender Offer and Consent Solicitation

Shearman & Sterling represented the initial purchasers in connection with Vail Resorts, Inc.’s (VRI) private placement of $390 million of its 6.50% Senior Subordinated Notes due 2019 and the dealer manager and solicitation agent in connection with VRI’s concurrent tender offer and consent solicitation for its existing 6¾% Senior Subordinated Notes due 2014. Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. acted as joint bookrunning managers for the notes offering, with Wells Fargo Securities, LLC, U.S. Bancorp Investments, Inc., Banco Bilbao Vizcaya Argentaria, S.A. and Comerica Securities, Inc. acting as co-managers. Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as dealer manager and solicitation agent in connection with the tender offer and consent solicitation.

 
The proceeds from the offering were used to fund the tender offer and consent solicitation. The notes are guaranteed by the several subsidiary guarantors of VRI.
VRI is organized as a holding company and through its subsidiaries operates three segments in the leisure and real estate industries: a Mountain segment that operates six world-class ski resorts, a Lodging segment that operates a collection of luxury hotels and condominiums both locally and internationally, and a Real Estate segment that owns and develops real estate in and around VRI’s ski resort communities.
The following Shearman & Sterling team advised on these transactions: partners Michael Benjamin (New York-Capital Markets), Lisa Brill (New York-Real Estate), and Craig Gibian (Washington, DC-Tax); counsel Jeffrey L. Salinger (New York-Real Estate/Environmental); associates Mathias von Bernuth (New York-Capital Markets), Christian Rudloff (New York-Real Estate), Seth Kerschner (New York-Real Estate/Environmental), Jennifer D. Morton (New York-Capital Markets), Judy Fisher (Washington, DC-Tax) and Jennifer Stadler (New York-Capital Markets).