Vail Resorts Enters Material Definitive Agreement

TL;DR

Vail Resorts just signed a big deal, could be debt or something else financial.

AI Summary

Vail Resorts, Inc. entered into a material definitive agreement on January 27, 2025, related to a financial obligation. The filing indicates this is a creation of a direct financial obligation or an off-balance sheet arrangement. Further details on the specific agreement and its financial implications are not provided in this excerpt.

Why It Matters

This filing signals a significant financial commitment or arrangement for Vail Resorts, which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — The nature of the financial obligation is not fully disclosed, creating uncertainty about its potential impact.

Key Players & Entities

• Vail Resorts, Inc. (company) — Registrant
• January 27, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value MTN New York Stock Exchange
• $100.0 million — he revolving credit loan commitments of $100.0 million to an aggregate principal amount of $60
• $600.0 m — ion to an aggregate principal amount of $600.0 million, and an incremental term loan fac
• $450.0 million — ity in an aggregate principal amount of $450.0 million in the form of delayed draw term loans.
• $50 million — f its Notes to repurchase approximately $50 million aggregate principal amount of the Notes
• $48 million — cash repurchase price of approximately $48 million (the "Repurchases"), representing an ap
• $525 million — s. Following the closing, approximately $525 million aggregate principal amount of the Notes

Filing Documents

• mtn-20250127.htm (8-K) — 28KB
• 0000812011-25-000007.txt ( ) — 151KB
• mtn-20250127.xsd (EX-101.SCH) — 2KB
• mtn-20250127_lab.xml (EX-101.LAB) — 22KB
• mtn-20250127_pre.xml (EX-101.PRE) — 13KB
• mtn-20250127_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 27, 2025, Vail Holdings, Inc., a Colorado corporation ("VHI") and a wholly-owned subsidiary of Vail Resorts, Inc. (the "Company"), a Delaware corporation, certain subsidiaries of VHI, and the Company, as guarantors, Bank of America, N.A., as administrative agent, and certain Lenders entered into the First Amendment ("First Amendment") to the Ninth Amended and Restated Credit Agreement, dated as of April 24, 2024 (as so amended, the "Credit Agreement"). The First Amendment, among other things, provides for an increase in the revolving credit loan commitments of $100.0 million to an aggregate principal amount of $600.0 million, and an incremental term loan facility in an aggregate principal amount of $450.0 million in the form of delayed draw term loans. The $450.0 million incremental term loan facility is available to be drawn upon at any time at the Company's option. Any undrawn capacity within the $450.0 million facility will expire in January 2026. Proceeds from any borrowings on the term loan facility and the increase in the revolving credit loan commitment, both of which are undrawn as of the closing date of the First Amendment, are available to be used to refinance the Company's 0.0% Convertible Senior Notes due January 2026 (the "Notes"). The description above is only a summary of the First Amendment and is qualified in its entirety by reference to the First Amendment, a copy of which will be filed in accordance with the rules of the Securities and Exchange Commission.

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. Repurchase of Convertible Notes On January 28, 2025, the Company entered into separate, privately negotiated repurchase agreements with a limited number of holders of its Notes to repurchase approximately $50 million aggregate principal amount of the Notes for an aggregate cash repurchase price of approximately $48 million (the "Repurchases"), representing an approximately 4% discount to par value. The Repurchases are expected to close on January 30, 2025, subject to the satisfaction of customary closing conditions. Following the closing, approximately $525 million aggregate principal amount of the Notes will remain outstanding. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and will not constitute an offer, solicitation, or sale in any jurisdiction in which such offering would be unlawful. Note Regarding Forward-Looking Statements Certain statements discussed in this report, other than statements of historical information, are forward-looking statements within the meaning of the federal securities laws. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expected. Such risks and uncertainties include, but are not limited to, the risks detailed in the Company's filings with the Securities and Exchange Commission, including the "Risk Factors" section of the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2024, which was filed on September 26, 2024. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. All forward-looking statements in this Form 8-K are made as of the date hereof, and the Company does not undertake any obligation to update any forward-looking sta

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Vail Resorts, Inc. Date: January 29, 2025 By: /s/ Angela A. Korch Angela A. Korch Executive Vice President and Chief Financial Officer