Peak Resorts Buys Mount Snow, Attitash

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SAM Magazine-Park City, Utah, Feb. 16, 2007-Following weeks of speculation, Peak Resorts has entered a purchase agreement for Mount Snow and Attitash with American Skiing Company for $73.5 million. When completed, the deal will leave Peaks with 11 resorts in Missouri, Indiana, Pennsylvania, New Hampshire, Vermont, and Ohio. The agreement comes on the heels of the planned $265 million Intrawest purchase of Steamboat resort from ASC.

"We're very excited about this acquisition. We feel it's a great fit for us," said Peak Resorts president Tim Boyd. "We've always been fans of Mount Snow. We've had our eye on it for a long time." Peaks excels in running day areas that require top-notch snowmaking, and "Mount Snow is the only Vermont area you could classify as a day area," he said. "We feel our M.O. of making snow can make an impact there. That's our ultimate goal.

"Attitash is not quite the typical day area we're used to," Boyd admitted. "But the weakness at both these areas was their snowmaking, and that's our greatest strength."

ASC president and CEO B.J. Fair said, "We've worked very hard to ensure that the full potential and value of each of our resorts is realized. Under the existing circumstances and market conditions, this means contemplating the sale of certain of our resort assets, as we've planned with Steamboat and now Mount Snow and Attitash."

The sale includes the commercial cores of the Grand Summit Hotels located at both resorts. The total cash purchase price of $73.5 million for both resorts is subject to working capital and seasonal earnings adjustments. In addition, the buyer will assume approximately $2 million in debt and other liabilities.

As a condition of the purchase and sale agreement, ASC stockholder approval is required for the sale of the resorts. The sole holder of ASC's Preferred Stock Series C-1, representing 65.8 percent 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. The stockholder approval will not be effective until 20 days have elapsed following mailing of the information statement to stockholders.

In addition to stockholder approval, the transaction is subject to customary closing conditions, including Hart-Scott-Rodino antitrust approval and consent of the U.S. Forest Service.