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Vail Offers Buyout of PCMR


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Vail Resorts makes buyout offer to PCMR

Resort claims Colorado firm's 'domination' would be 'bad'

Vail Resorts on Tuesday offered to purchase the Park City Mountain Resort base area and the parking lots, a buyout option that could settle the lawsuit between PCMR and Talisker Land Holdings, LLC.

It was an unexpected move that came shortly before important court dates are scheduled in the lawsuit. The offer was made in a five-page letter from Vail Resorts CEO Rob Katz to John Cumming, who is the CEO of PCMR parent Powdr Corp. The letter was released midday Tuesday.

In the letter Katz said Vail Resorts would pay "fair market value for any of the assets you have that would be helpful to us in operating the resort." The letter says Vail Resorts and Powdr Corp. could retain independent appraisers to reach a price.

"While each situation is unique, there have been countless appraisals performed on land and parking facilities at the base of ski resorts. If you were willing to sell those assets, we are confident we can reach a fair price for both parties and ensure the continued smooth operation of the resort," Katz wrote.

The letter did not identify a price.

Vail Resorts is overseeing the Talisker Land Holdings, LLC side of the lawsuit as a result of the firm's long-term agreement to lease and operate Canyons Resort. The agreement could be expanded to include the disputed Talisker Land Holdings, LLC acreage underlying most of PCMR's terrain. The lawsuit centers on PCMR leases of the Talisker Land Holdings property.

The letter, meanwhile, offered another option that calls for Powdr Corp. building and operating an action sports center to be known as Woodward Park City but Vail Resorts funding the associated skier parking and the skier facilities.

"In this way, you could build and operate the Woodward facility, profit from any residential or commercial development on the site, AND provide continued access to the mountain and the ski facilities," the letter said.

Katz covered a range of topics in the letter, including the lawsuit, Vail Resorts' desire for negotiations starting last summer, access to the disputed terrain and the fate of PCMR's employees.

"Everyone at Vail Resorts is very cognizant of how difficult this has been for PCMR, its employees, its guests, its partners and the Park City community. But, if PCMR should lose its lease, PCMR alone needs to take responsibility for that outcome," he says.

Some highlights from the letter included:

Katz saying that if PCMR prevails in the lawsuit, he will offer congratulations and Vail Resorts will want to work with PCMR "on opportunities to create a better guest experience at our respective resorts."

"However, if a Court ultimately rules that PCMR's lease has expired, then Vail will become Talisker's tenant on that land and it is absolutely our intention to utilize and operate that terrain, which was Talisker's intent in leasing it to us," the letter said.

Katz discussing the prospects of PCMR not allowing access to the disputed terrain if it loses the lawsuit since the resort controls the lower terrain."There seems to be a concern in the community that if you lose your lease, you could use your base lands to block access to the ski mountain through that portal. Given that much of the Town's planning and investment has relied on that portal, we think it's important to let folks know that's not going to happen. Candidly, we are not sure why you would ever consider doing that. Even if you lose your lease to the mountain, you have a very valuable piece of property. But its value comes from the access it allows to the ski mountain," the letter said.

Katz saying it wants most of the PCMR employees to remain should Vail Resorts eventually gain control of the terrain."More important than almost anything else is how any of this may impact the PCMR employees. Obviously, this is PCMR's responsibility. However, should PCMR lose its lease to the mountain, we want to make it clear that our Company is willing to hire substantially all of the PCMR employees who are involved with running the resort," the letter says.

The complete letter is posted on The Park Record website at: http://extras.parkrecord.com/video/katzlettertoCumming.pdf

PCMR won't agree to 'takeover'

PCMR Tuesday afternoon released a prepared statement from John Cumming, the CEO of resort parent Powdr Corp., in response to Katz's letter:

"We have repeatedly made it clear to Vail that PCMR is interested in exploring all possible solutions that will preserve the independence of PCMR as the nation's premier family ski resort. What we won't agree to is a Vail takeover. Vail's domination of the ski market in Summit County would be bad for our community, bad for our guests, and bad for our employees.

"If Vail and Talisker are interested in having a public discussion about their negotiation strategy, they should be willing to disclose documents to the public. PCMR has sought to make this information public, including Talisker's takeover proposal, only to have such requests blocked by Vail and Talisker in court. People should not be swayed by Rob's attempt to try the merits of this case in the press. We will present our arguments to the court beginning next week."

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Yup. PCMR and Powdr did an "Epic" Fail by not renewing by not renewing in a timely fashion.

Salt Lake Trib article.

I think that a Vail "takeover" of PCMR might actually be good for consumers. It might drive competition in an area where there is little pass sharing between resorts. It would probably be bad for employees. I've never heard anybody rave about how great it is to work for Vail.

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Capitalism preaches competition but rarely practices it. Pass sharing is good, so is a cheap lift ticket. We have had epic snow in Ontario this year and resorts are starting to close after filling their wallets. Not exactly a good thing for riders since it was membership money that pays to make the snow to get the season going. Our local has full coverage on all runs with no thaw or spring conditions yet they are scheduled to close after this weekend. Our local operates as a not for profit so it benefits from the largess of Gov't. In the case of PCMR and Vail it would seem the opportunity for the Gov't to start a new lease at a time when politicians can't spend tax dollars fast enough leaves me wondering even if you win you will loose. The only ones to pass on the costs to are the riders. What's the cost of an adult day pass ?

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I forget the background about how this happened. Did this come about because someone forgot to renew their lease ?

Luckily for PCMR Powdr used funds (so I'm told) from other resorts to pay the late fees incurred by not renewing the lease on time. Looks like Mt. Bachelors' new chair will have to wait another season.

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  • 3 weeks later...

PCMR intends to dismantle, remove most lifts if it loses lawsuit

Talisker claims the lifts must remain, says the 'threats are disturbing'

by Jay Hamburger, THE PARK RECORD

Posted: 04/08/2014 11:01:34 AM MDT


The PayDay lift at Park City Mountain Resort, pictured in early 2012, is a popular route onto the slopes. The president and general manager of PCMR recently said in a 3rd District Court filing most of the resort's ski lifts would be removed if it is forced off the land as a result of a lawsuit against its landlord. The PayDay lift is one that would be removed. (Park Record file photo)

The president and general manager of Park City Mountain Resort last week indicated the resort intends to dismantle and remove most of the ski lifts if it is forced off the land involved in a lawsuit between PCMR and its landlord, Talisker Land Holdings, LLC. It was another in a series of dramatic statements made by both sides in the case. The intention was outlined in a declaration filed in 3rd District Court by Jenni Smith, the president and general manager of PCMR. It was also included in a PCMR memorandum in opposition to a Talisker Land Holdings, LLC request that the resort be found to be unlawfully occupying the land.

According to the Smith declaration, filed on April 2, the PCMR side would remove all of the lifts except Jupiter, Thaynes and Motherlode. The lifts that would be removed "are constructed so that the ski lift towers are bolted to concrete footings but are not otherwise affixed to the land," the filing says. The Jupiter, Thaynes and Motherlode lifts are located in more remote areas of the resort and do not have the uphill capacity of most of the other lifts.

The distinction highlighting the concrete footings is important to the PCMR side based on the leases in dispute in the case and the detailed language of the de facto eviction notice Talisker Land Holdings, LLC served on the resort in August. The eviction notice maintains that structures and improvements "that are affixed" to the property, including the ski lifts, will belong to Talisker Land Holdings, LLC if it is successful in the case. The leases in dispute in the lawsuit required that PCMR leave behind the infrastructure affixed to the land.

The Smith declaration details the components of the lifts that would be dismantled and removed if it must leave the acreage. They include the towers, chairs, cables, the grips attached to the chairs, the bullwheels that move the cables and counterweights. "If we are forced to vacate the property, we will take our property with us," Alan Sullivan, PCMR's lead attorney, said in an interview.

He acknowledged that scenario is a "really remote possibility" that would occur if Talisker Land Holdings, LLC successfully evicts PCMR and obtains a restitution order against the resort. Sullivan said the filing was made at this point in the legal proceedings to illustrate the complexities of the case to Judge Ryan Harris. The filing argues that a restitution order should not be made until the various points in the case are decided.

The resort's memorandum points to past cases outside of Utah addressing airplane hangars and silos as precedents in defining what is affixed to a property. Hangars and silos were not found to be fixtures in those cases, the PCMR side says. It says previous cases, also outside of Utah, are "split on whether ski lifts are fixtures" and the outcomes depended on the details of those cases.

The PCMR side's memorandum, meanwhile, argues that it will require more than the few days outlined in the de facto eviction notice to remove the infrastructure if it must leave. The "magnitude of the task" is "immense" and must be done when there is not snow on the ground, the filing says. It also says the Talisker Land Holdings, LLC side will not suffer if PCMR is delayed since the firm's countersuit already seeks damages. The PCMR side indicates it would post some sort of security deposit if required by the judge.

A spokesperson for PCMR said the resort is not sure what it would do with the lifts if they are removed, calling the scenario outlined in the declaration a contingency and saying resort officials have not advanced that far in the contingency planning.

The case centers on PCMR's leases of Talisker Land Holdings, LLC acreage underlying most of the resort's terrain and whether the leases were renewed. The PCMR side also claims it was denied a right of first refusal when Talisker Land Holdings, LLC reached an agreement with Colorado-based Vail Resorts to operate Canyons Resort. The deal with Vail Resorts can be expanded to the disputed terrain at PCMR depending on the outcome of the lawsuit.

John Lund, the lead attorney for Talisker Land Holdings, LLC, rejected the idea that the resort is allowed to take the chairlifts. He said in a prepared statement PCMR is inflaming the situation.

"PCMR does not have the legal right to remove all the chairlifts from the mountain, but their threats are disturbing and not constructive and designed only to further delay a realistic resolution of this matter," Lund said. "Talisker's chosen new operator, Vail Resorts, clearly has the wherewithal and expertise to ultimately replace these lifts with state of the art equipment. PCMR's inflammatory talk is risking community disruption and the resort's guest experience, and is not focusing on realistic solutions."

See also: PCMR focuses on Talisker in right-of-first-refusal argument

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"Quinn, meanwhile, addressed the deal involving the Talisker side and Vail Resorts, saying it is, effectively, a sale. It has a 50-year term with six 50-year renewals, lasting 350 years with each of the renewals."

Tell me a 350 year lease isn't a de-facto sale. This whole thing smells.....Nobody wins this one except the lawyers.

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  • 2 weeks later...

"Vail is a dramatically better operator" says Talisker chief, urging takeover of Park City Mountain Resort

By Jason Blevins The Denver Post

The head of Talisker Corp., the Canadian owner of the land beneath 50-year-old Park City Mountain Resort, says the best way to maximize the value of the nearly 3,700 acres of ski terrain it owns at the Park City ski area is to merge it with Canyons resort, the 4,000-acre ski area it owns next door.

And the best company to run that mega-resort, said Taliskier chief Jack Bistricer, is not PCMR's owner Powdr Corp., but Canyons operator Vail Resorts, headed by Rob Katz.

"When Mr. Katz and I began our negotiations, I believed that Vail was a far superior resort operator than Powdr Corporation," said Bistricer in an affidavit filed this week in the contentious lease dispute pitting Talisker's Canyons tenant Vail Resorts against PCMR. "As I said in my deposition, Vail is a dramatically better operator than PCMR's current management. It's not even in the same ZIP code. That remains my view today."

The fiery legal battle waging in Utah's high country keeps escalating, despite the polite campaign of public letter-writing by Katz. While Katz pens lengthy, friendly letters to Powdr Corp. owner John Cumming, urging his counterpart to consider the community “ and, of course, sell its assets to Vail Resorts “ the Vail Resorts' legal team is strafing its opponent with legal bombs.

The April 21 unlawful detainer filing is a legal step should the judge rule in the next couple months that PCMR's below-market lease with Talisker has expired. The filing urges the judge to move quickly to evict Park City Mountain Resort from Talisker-owned land so Vail Resorts can take over the ski terrain.

The real fireworks in the filing are the two affidavits from Bistricer and the manager of the financial outfit behind Canyons, both supporting the removal of Powdr Corp. from PCMR and Talisker's lease with Vail Resorts.

Bistricer told the court that Talisker's 2013 lease for Canyons with Vail is much better for his company and bests any deal that could have been achieved with PCMR management. Vail is paying Talisker $25 million a year plus a percentage of revenue beyond a certain level of earnings for the 4,000-acre Canyons.

PCMR sued Talisker when the Canadian landowner terminated its lease. Talisker argues PCMR was late in filing lease renewal paperwork that would have continued a 50-year lease for roughly 3,700 acres for around $150,000 a year. If Powdr Corp. loses its flagship ski area on that clerical error, it would mark one of the most dramatic fumbles in the history of the ski industry.

The court filing said PCMR's many legal motions and stated plans for appeals are attempts to prolong the litigation and to delay the consequences of their own poor business decisions. Those decisions, according to filing, include not negotiating for a new lease and suing its landlord.

Having made their decision, there is no going back for them now, said John Lund, the lead attorney representing Talisker and Vail Resorts in the lease dispute with PCMR.

Lund said the affidavits from Bistricer and Anthony Iannazzo, who represents the investment firm Flera, which finances Talisker's developments at Canyons, buttress arguments in support of Vail Resorts taking over PCMR.

These parties are aligned in their desire to bring in Vail Resorts as the new operator of that terrain, Lund said.

Edited by ExcelsiorTheFathead
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  • 4 weeks later...

Just as I'm packing up to leave Park City... No doubt this will be appealed.

Judge sides with Talisker in critical rulings

Powdr Corp. CEO says a settlement is still needed

by Jay Hamburger, THE PARK RECORD

The 3rd District Court judge presiding over the lawsuit between Park City Mountain Resort and its landlord, Talisker Land Holdings, LLC, on Wednesday sided with the landlord in two critical rulings.

Judge Ryan Harris reaffirmed an earlier ruling that PCMR's lease of much of the terrain underlying the resort expired in 2011. He also ruled that PCMR was not denied a right of first refusal when Talisker Land Holdings, LLC reached an agreement with Vail Resorts to operate Canyons Resort. The deal could be expanded to include the disputed terrain at PCMR depending on the outcome of the case.

The rulings had been highly anticipated since two hearings in April, but it was not clear when Harris would issue them. He had indicated it could be longer than the 60 days he normally takes, but the actual length was shorter than 60 days.

The Talisker Land Holdings, LLC side released a prepared statement on Wednesday saying it was pleased with the ruling. The statement read, in part: "Talisker looks forward to bringing in Vail Resorts as its new tenant and operator of the terrain. pursuing this lawsuit, PCMR caused years of unnecessary uncertainty for the Park City community and its guests. It's now time for PCMR to move on and work out a realistic solution for access to the ski terrain from Park City. Talisker also looks forward to concluding the rest of the court case, including working out the amount of back rent and damages owed to Talisker by PCMR."

PCMR also released a prepared statement from John Cumming, the CEO of resort owner Powdr Corp. Cumming said he respects the court decision. He said, though, PCMR and Vail Resorts must negotiate a settlement.

"We respect the Court's decision but at the end of the day it doesn't change the fact that Vail and PCMR can and must resolve this dispute. For that to happen, both parties will need to sit down at the table, negotiate in good faith, and come to a rational agreement. We are committed to doing exactly that, which is why we have made repeated offers to buy or lease the disputed property for an amount far in excess of market value. But let me be clear: we will not walk away and allow a Vail takeover," Cumming said, in part.

In a separate prepared statement, Alan Sullivan, PCMR's lead attorney, said the PCMR side will appeal the rulings. PCMR will operate as normal for the 2014-2015 ski season, Sullivan's statement said.

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  • 3 months later...

It seems like the legal conclusions have been made, and PCMR has lost. It's all over but the trashing about to see how, and if PCMR continues to operate as a Powdr resort.

[TABLE=width: 100%]


[TD]Tourism officials ready talking points should PCMR close.

PCMR launches 'Keep Park City Open' website.






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  • 3 weeks later...

PCMR will open this winter

Ski resort agrees to pay $17.5 bond

Nan Chalat Noaker, The Park Record

Posted: 09/09/2014 12:09:50 PM MDT

Park City Mountain Resort has announced that it will post the $17.5-million bond required to continue operating on its upper terrain for the coming ski season.

The bond stays a court-ordered eviction that would have turned most of the resort's terrain over to Talisker Land Holdings, LLC

Third District Court Judge Ryan Harris previously ruled thatPCMR had failed to renew its lease on more than 2,000 acres it was leasing from Talisker but stayed that eviction and ordered the parties into mediation in hopes of a long-term solution that would avoid dividing the PCMR-owned base facilities from the upper mountain.

However, in June 2013, Talisker entered into an agreement with Vail Resorts to operate both Canyons and PCMR's upper terrain.

Posting the bond allows PCMR to operate through April 30, 2015 while it appeals the judge's eviction.

According to PCMR president Jenni Smith, "Our goal has always been to keep PCMR open for the upcoming 2014/15 season and beyond. Paying the bond ordered by the judge will provide our employees, the Park City community and our many guests the certainty they've been waiting for about our upcoming ski season.

"While the most important outcome today is that PCMR will be open for business, the bond payment is only a short-term solution for the 2014/15 season. As such, we will continue working with Vail toward a reasonable and fair long-term solution," Smith added.

On hearing that PCMR would open for the season, Park City Council member Liza Simpson said, "I am thrilled and even more encouraged that the parties are continuing to work toward a long-term solution."

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Powdr has sold PCMR base, water and lifts to Vail

$182.5 million deal stipulates employees will keep their jobs

Posted: 09/11/2014 09:58:40 AM MDT

Powdr CEO John Cumming, pictured here in an interview earlier this summer, said he took full responsibility for inadvertently letting the resort's lease with Talisker, LLC, lapse in 2011 which triggered the three-year legal battle over the upper mountain. (Park Record file photo)

Powdr, Park City Mountain Resort's parent company, announced Thursday morning it had agreed to sell its interests in the ski area to Vail Resorts.

According to a press release from Powdr, the deal includes "the PCMR base area, parking, lower ski terrain and lifts, as well as water and snowmaking for the entire mountain to Vail Resorts, Inc., effective immediately."

A concurrent press release from Vail Resorts disclosed the purchase price as $182.5 million in cash, "subject to certain post-closing adjustments."

The release quotes Powdr CEO John Cumming as saying, "Selling was the last thing we wanted to do, and while we believe the law around this issue should be changed, a protracted legal battle is not in line with our core value to be good stewards of the resort communities in which we operate. A sale was the only way to provide long-term certainty for PCMR employees and the Park City community.

"My family and I are extremely grateful to have had the opportunity to play a role in making PCMR what it is today, and we deeply appreciate the dedicated employees and all of the people who have supported us over the years," Cumming added.

The release goes on to ensure that PCMR employees will keep their jobs.

According to the release, "the agreement with Vail Resorts stipulates that Vail must retain PCMR employees in their current roles."

"The sale positions Powdr well for future growth, and we're excited to explore new lifestyle and mountain sports opportunities," Cumming added. "We're happy that the community now has long-term certainty and we trust Vail will responsibly carry forward the legacy of PCMR and be a champion for the Park City community."

The sale does not include the Gorgoza tubing resort which still belongs to Powdr.

--Nan Chalat Noaker

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