Vail Resorts completes $1.4B strategic combination with Whistler Blackcomb

On October 17, 2016, Vail Resorts, Inc. completed its $1.4-billion acquisition of Whistler Blackcomb Holdings Inc. by way of plan of arrangement for cash and share consideration. Vail paid Whistler Blackcomb shareholders $17.50 in cash and 0.097294 shares of Vail Resorts common stock (or, for those Canadian shareholders who so elected, exchangeable shares) for each Whistler Blackcomb share held. 

Whistler Blackcomb holds a 75-per-cent interest in each of Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, which, together, carry on the four season Whistler Blackcomb mountain resort business. The sprawling two-mountain ski area, north of Vancouver, was the official venue for alpine skiing events in the 2010 Winter Olympic Games and Paralympic Winter Games. 

Vail was represented in-house by David Shapiro, Executive Vice President, General Counsel and Secretary, and Emily Barbara, Senior Counsel, Securities and Corporate Governance. Vail was represented in Canada by Stikeman Elliott LLP with a team including John Leopold, John Anderson, David Massé, Jennifer Honeyman, David Tardif, Shona Sinclair, Jared Bachynski and Antoine Champagne (M&A), Paul Collins and Michael Laskey (regulatory), Frank Mathieu and Dominic Bédard-Lapointe (tax), Richard Jackson and Rachel Hutton (First Nations), Greg Plater and Bavia Bisetty (real estate), Gary Clarke and Cheryl Rea (labour), Scott Perrin (banking), Paula Price (litigation) and Jonathan Auerbach (intellectual property); and in the United States by Gibson, Dunn & Crutcher LLP with a team including Beau Stark and Eduardo Gallardo (M&A) and Aaron Adams (financing); and on certain US securities law matters by Hogan Lovells, with a team led by John Beckman. 

Whistler was represented in-house by Thierry Keable, General Counsel and Corporate Secretary; and by Osler, Hoskin & Harcourt LLP with a team including Jeremy Fraiberg, Alex Gorka, Amelia Miao and Justin Dharamdial (M&A), Rob Lando (US law), Michelle Lally and Kaeleigh Kuzma (regulatory) and Firoz Ahmed, Dov Begun, Paul Seraganian and David Davachi (tax). 

Whistler's special committee of the board of directors was represented by Farris, Vaughan, Wills & Murphy LLP with a team including Trevor Scott, Teresa Tomchak, Robert Veitch and Sean Galloway.