Vail Resorts tenders for 8¾% notes

New York, Jan. 13 - Vail Resorts, Inc. (B2/BB-) said it is beginning a cash tender offer for any and all of its $360 million of 8¾% senior notes due 2009 and is also soliciting noteholder consents to proposed indenture changes. The notes were issued in two tranches, one of $200 million (Cusip 91879QAC3) and the other of $160 million (Cusip 91879QAF6).

The company set a consent deadline of 5 p.m. ET on Jan 27 and said the tender offer would expire at midnight ET on Feb. 10, with both deadlines subject to possible extension.

Vail Resorts, a Vail, Colo.-based operator of mountain resorts in the western United States, said that holders tendering their notes will be required to consent to amendments to the indentures that would eliminate substantially all restrictive covenants. Holders may not tender their notes without delivering consents or deliver consents without tendering their notes.

Adoption of the proposed indenture amendments will require the consent of the holders of at least a majority of the outstanding principal amount of notes under each indenture.

Vail Resorts said it will pay holders who validly tender their notes by the consent deadline $1,065.06 per $1,000 principal amount of notes, which would consist of the tender offer consideration of $1,035.06 per $1,000 principal amount plus a consent payment of $30 per $1,000 principal amount.

Holders tendering after the consent deadline but before the offer expires will receive $1,035.06 per $1,000 principal amount.

All holders who validly tender their notes and do not subsequently withdraw them will also receive accrued and unpaid interest up to, but not including, the applicable date of payment.

Vail Resorts said that the tender offer and consent solicitation would be subject to certain conditions, including the company's receipt of tenders of notes representing a majority of the outstanding principal amount; completion of the required financing; consent from the lenders under Vail Resorts' credit facility, as well as other customary conditions.

Banc of America Securities LLC (call the High Yield Special Products at 888 292-0070 or collect at 212 847-5834) and Deutsche Bank Securities Inc (call the High Yield Capital Markets collect at 212 250-5655) will be the dealer managers and solicitation agents for the offer. Global Bondholder Services is the information agent (866 873-6300 or collect at 212 430-3774).

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