Vail Holdings Inc. (‘Vail’) entered into a definitive merger agreement to acquire Peak Resorts Inc. (NasdaqGM:SKIS) (‘Peak’) from Cap 1 LLC, Richard and Beth Sackler Foundation Inc. and other shareholders for approximately $170 million on July 20, 2019. Vail will acquire all outstanding shares of common stock of Peak for $11 per share in cash. Further, 20,000 Series A cumulative convertible preferred stock of Peak will be converted into the right to receive an amount equal to the sum of $1,748.81 and 20,000 Series A cumulative convertible preferred stock of Peak will be converted into the right to receive an amount equal to the sum of $1,769.0292 (consisting of $1,748.81, plus $20.2192 per share of accrued and unpaid dividends). Each outstanding restricted stock unit (‘RSU’) that was granted pursuant to Peak’s 2014 Equity Incentive Plan will become fully vested, will be cancelled and extinguished in exchange for the right to receive $11 in cash. Each outstanding warrant issued by Peak to purchase shares of common stock will be cancelled in exchange for the right to receive an amount in cash equal to the excess of the $11 per share price over the exercise price under such warrant. Vail will assume or refinance Peak’ outstanding debt. Vail intends to finance the purchase through a combination of cash on hand, borrowings under its existing revolver facility and an expansion of its existing credit facility and the consummation of the Merger is not subject to a financing condition. Peak may be required to pay a fee of $9.22 million in the event of termination of the transaction under certain circumstances. Pursuant to the transaction, Peak Resorts Inc. will operate as a privately held, wholly-owned subsidiary of Vail Holdings Inc. In the event of termination, Peak will be required to pay Vail Holdings a termination fee of $9.22 million. If the merger agreement is terminated by Vail or Peak pursuant to the shareholder approval termination provision, then Peak must reimburse Vail up to $3 million in the aggregate. Operations at all ski areas owned by Peak will continue in the ordinary course of business and, upon closing, Vail plans to retain the vast majority of employees of the resorts owned by Peak. The transaction is subject to certain conditions, including approval by at least two-thirds of the outstanding shares of common stock and Series A Preferred Stock of Peak Resorts, regulatory approvals, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and Peak or its subsidiaries obtaining any consent, transfer, renewal, or reissuance with respect to its United States Forest Service permits. In connection with the agreement, Vail entered into support agreement whereby Cap 1 LLC, Richard S. Sackler, the Richard and Beth Sackler Foundation Inc., David Sackler, Timothy D. Boyd, the Timothy D. Boyd Revocable Trust U/A 8/27/1996, the Timothy D. Boyd 2011 Family Trust U/A 1/28/2011, the Melissa K. Boyd Revocable Trust U/A 8/27/1996, Jesse Boyd and Jessica Boyd JTWROS agreed to vote their shares in favor of the transaction. The transaction was unanimously approved by the Boards of Directors of both companies. Peak’s Board of Directors also recommends that the company's shareholders approve the transaction. A special meeting of the shareholders of Peak Resorts will be held on September 20, 2019. On August 28, 2019, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired with respect to the proposed acquisition. The transaction was approved by Peak Resorts shareholders at the special meeting held on September 20, 2019.The transaction is expected to close in fall of 2019. As of September 20, 2019, the transaction is expected to close on or about September 24, 2019. Moelis & Company LLC served as financial advisor and provided a fairness opinion to Peak in connection with the transaction and will receive a fee for its services, currently estimated to be approximately $6.44 million in the aggregate, $1 million of which became payable in connection with the delivery of its opinion, regardless of the conclusion reached therein, and the remainder of which is contingent upon completion of the transaction. Jeff Beuche and Jason Day from Perkins Coie LLP served as legal advisors to Peak. Sandberg Phoenix & von Gontard P.C. and Armstrong Teasdale LLP acted as legal advisors to Peak. Keith Trammell, Chalyse Robinson, Andrew Bonnes, Daniel Halston, Keith Barnett, Laura Schneider, Douglas Burton, Julie Hogan Rodgers, Amy Null, Ashwin Gokhale, Lillian Brown, Kirk Nahra, Stephen Edwards, Brooke Pinkerton, Douglas Edwards, Nathan Moore and Julie Murphy of Wilmer Cutler Pickering Hale and Dorr LLP served as the legal advisors to Vail. Georgeson, LLC acted as a proxy solicitor for Peak Resorts, Inc. for a fee of approximately $9,500. Vail Holdings Inc. completed the acquisition of Peak Resorts Inc. (NasdaqGM:SKIS) from Cap 1 LLC, Richard and Beth Sackler Foundation Inc. and other shareholders on September 24, 2019.