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SAM Magazine—Kansas City, Mo., Nov. 3, 2016—CNL Lifestyle Properties has entered into a purchase and sale agreement for its portfolio of waterparks, amusement parks and small family entertainment centers, along with its 15 CNL Lifestyle emailsizeski resorts.

In the deal, EPR Properties of Kansas City, Mo., will purchase Northstar-at-Tahoe and CNL's attraction properties for $456 million. An affiliate of Och-Ziff Real Estate (OZRE), Ski Resort Holdings LLC, is purchasing the 14 other ski resorts from CNL for a total of $374 million, with EPR providing $244 million of five-year secured debt financing to OZRE.

CNL's compensation from EPR for the portfolio of properties includes $647 million in EPR common stock, and $53 million in cash. Ski Resort Holdings will pay CNL $130 million in cash. In all, CNL's recreational assets are being sold for $830 million. Once the transaction is finalized, current CNL stakeholders have the option of selling their shares of EPR, or holding onto them.

CNL has been shopping its entertainment and ski resort properties for the last two or three years. Thanks to the long-term lease agreements between CNL and its resorts, which transfer to the new owner, no changes are expected from an operational standpoint.

Karl Kapuscinski, president and CEO of Mountain High and Stevens Pass, said even though the lease for the properties is changing hands, it's business as usual. “It's similar to a home mortgage being sold to another bank. Nothing really changes except who you write the check to,” he said. Kapuscinski added that he always enjoyed the working relationship with CNL, and looks forward to working with the new owners.

All of the ski resorts included in the deal (current operators):

• Brighton Ski Resort, Utah (Boyne Resorts)

• Crested Butte Mountain Resort, Colo. (Triple Peaks)

• Cypress Mountain, B.C., Canada (Boyne Resorts)

• Gatlinburg Sky Lift, Tenn. (Boyne Resorts)

• Jiminy Peak Mountain Resort, Mass. (Fairbank Group)

• Loon Mountain Resort, N.H. (Boyne Resorts)

• Mount Sunapee Mountain Resort, N.H. (Triple Peaks)

• Mountain High Resort, Calif. (Mountain High Holdings LLC)

• Okemo Mountain Resort, Vt. (Triple Peaks)

• Sierra-at-Tahoe Resort, Calif. (Booth Creek)

• Stevens Pass, Wash. (Stevens Pass Mountain Resort LLC)

• Sugarloaf Mountain Resort, Maine (Boyne Resorts)

• Summit-at-Snoqualmie Resort, Wash. (Boyne Resorts)

• Sunday River Resort, Maine (Boyne Resorts)

The EPR board of trustees and the board of directors of CNL have unanimously approved the purchase and sale agreement and the transaction. It is subject to customary closing conditions, including the approval of the transaction by shareholders holding at least a majority of the shares of common stock of CNL and various third-party consents and governmental permits. The sale of Northstar to EPR cannot occur without the sale of the other resorts to OZRE and vice versa. The transaction is expected to close early in the second quarter of 2017.