Whistler Blackcomb Holdings Inc.

Whistler Blackcomb Holdings Inc. in its $1.4 billion acquisition by Vail Resorts

Client

Whistler Blackcomb Holdings Inc.

Value

$1.4 billion

Service

Mergers and Acquisitions

Date Closed

October 2016

Industry

Hospitality and Leisure

Lead Office

Toronto


 

On October 17, 2016, Whistler Blackcomb Holdings Inc. and Vail Resorts, Inc. completed an agreement pursuant to which Vail Resorts acquired 100 percent of the stock of Whistler Blackcomb, whose shareholders received C$17.50 per share in cash and 0.0998 shares of Vail Resorts common stock.

For tax purposes, Whistler Shareholders that were Canadian residents were able to elect to receive, for each Whistler Share held, 0.0998 shares in a Canadian subsidiary of Vail Resorts instead of the Vail Shares to which they would otherwise be entitled. Each whole exchangeable share was able to be exchanged into one Vail Share (subject to customary adjustments for stock splits or other reorganizations). The share exchange ratio was also subject to a currency adjustment if the Canadian dollar was above or below US$0.7765 six business days before the closing of the transaction. Based upon exchange rates as of August 5, 2016, Whistler Shareholders would receive, for each Whistler Share held, C$17.50 per share in cash and 0.0975 Vail Shares.

Whistler Blackcomb is situated in the Resort Municipality of Whistler located in the Coastal Mountains of British Columbia, north of Vancouver.

Osler, Hoskin & Harcourt LLP represented Whistler Blackcomb with a team led by Jeremy Fraiberg (M&A) and includes Alex Gorka, Amelia Miao and Rob Lando (M&A), Dov Begun, David Davachi, Firoz Ahmed and Paul Seraganian (Tax), and Michelle Lally and Kaeleigh Kuzma (Competition).


Team
Jeremy  Fraiberg
Key Contact

Jeremy Fraiberg

Partner, Corporate

Alex Gorka

Alex Gorka

Partner, Corporate

Amelia  Miao

Amelia Miao

Associate, Corporate

Rob Lando

Rob Lando

Partner, Corporate

Dov  Begun

Dov Begun

Partner, Taxation

David Davachi

David Davachi

Partner, Taxation

Firoz Ahmed | Tax Lawyer in Toronto

Firoz Ahmed

Partner, Taxation

Paul Seraganian - Cross Border Tax Lawyer

Paul Seraganian

New York Managing Partner

Michelle Lally - Competition/Antitrust Lawyer

Michelle Lally

Partner, Competition/Antitrust & Foreign Investment

Kaeleigh Kuzma

Kaeleigh Kuzma

Partner, Competition/Antitrust & Foreign Investment