
19.	Subsequent Event

On September 11, 2014, VR CPC and Greater Park City Company, Powdr Corp., Greater Properties, Inc., Park Properties, Inc., and Powdr Development Company (collectively, “PCMR Sellers”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) providing for the acquisition of substantially all of the assets related to PCMR in Park City, Utah. The cash purchase price was $182.5 million, subject to certain post-closing adjustments. The Company funded the cash purchase price through borrowing under the revolver portion of its existing credit facility.

As provided under the Purchase Agreement, the Company acquired the property, assets and operations of PCMR, which includes the ski area and related amenities, from PCMR Sellers and leased certain realty, acquired certain assets, and assumed certain liabilities of PCMR Sellers relating to PCMR. In addition to the Purchase Agreement, the parties entered into ancillary transaction documents setting forth their rights and obligations with respect to the acquisition of certain real estate and personal property, access, water rights, intellectual property, transition services, release of liabilities, and settlement of ongoing litigation related to the validity of a lease of certain land owned by Talisker Land Holdings, LLC under the ski terrain of PCMR. The Company expects the transaction to be recorded as a business combination in its consolidated financial statements. In connection with settling the ongoing litigation, the Company will record income based upon the estimated fair value of the settlement, which amount has not been determined. The Company also made a required $10.0 million payment to Talisker under an existing agreement entered into at the time of the Canyons transaction. The Company is currently evaluating the purchase price allocation for this transaction.

Furthermore, the inclusion of the PCMR ski terrain, which was previously subject to litigation, in the Lease does not require any additional consideration from the Company to Talisker, but the financial contribution from the operations of PCMR (including the base area) will be included as part of the calculation of EBITDA for the resort operations, and as a result, factor into the Contingent Consideration payment. However, an amount equal to 10% of the purchase price paid by the Company to PCMR Sellers to acquire PCMR, subject to certain adjustments, will be included in calculating the EBITDA threshold for the participating contingent payments under the Lease. As Contingent Consideration is classified as a liability, the liability is remeasured to fair value at each reporting date until the contingency is resolved. The Company will update the estimated fair value of Contingent Consideration during the first quarter of fiscal 2015 to include the operations of PCMR. The amount of the adjustment has not been determined by the Company, but it may be material.