Vail Resorts is buying Peak Resorts. - Page 57

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  1. #561
    Quote Originally Posted by Newpylong View Post
    The board (in general) doesn't stand to make any money on it as they are only paid a retainer to begin with. However if they are Inside Directors (Officers, major shareholder reps) then they could... Without going into SEC filings it's hard to see who on the board is a major stakeholder or not.
    The non-employee Directors were paid 75K as their retainer...half in cash and half in restricted stock units. So those 4 directors now have between 30 and 43K restricted shares. Those 4 combined have about a 1% stake in the company while if you include the executive officers the overall stake of the board increases to 11%. (That doesn't include the 9th director who has no direct stake, but represents Cap 1 which obviously has a huge stake as they own all the preferred stock).

  2. #562
    Quote Originally Posted by Newpylong View Post
    The board (in general) doesn't stand to make any money on it as they are only paid a retainer to begin with. However if they are Inside Directors (Officers, major shareholder reps) then they could... Without going into SEC filings it's hard to see who on the board is a major stakeholder or not.
    I just re-read the complaint again and it seems to be more the future plan for the executive officers that the plaintiff is concerned about. The compensation the board members would receive was disclosed, but not whether there were discussions on whether any of current management was offered jobs by Vail post-merger. So the plaintiff alleges that they could have been given offers in the new company that are swaying their opinion on the merger recommendation to shareholders (I think). Is that type of information about future employment of management usually disclosed publicly as part of a merger?

  3. #563
    Quote Originally Posted by cdskier View Post
    Is that type of information about future employment of management usually disclosed publicly as part of a merger?
    Yes. Anything that a reasonable shareholder would consider important in deciding how to vote has to be disclosed. This is a typical nuisance suit that will benefit no one except the plaintiff's counsel. They want to settle quickly for a few $100K in legal fees, which the defendants are likely to pay because they don't want to hold up the closing and the amounts involved are just a rounding error to them.


  4. #564
    Quote Originally Posted by Domeskier View Post
    Yes. Anything that a reasonable shareholder would consider important in deciding how to vote has to be disclosed. This is a typical nuisance suit that will benefit no one except the plaintiff's counsel. They want to settle quickly for a few $100K in legal fees, which the defendants are likely to pay because they don't want to hold up the closing and the amounts involved are just a rounding error to them.
    What's the actual motivation for the plaintiff to file something like this anyway? Is he getting a kickback from his lawyer somehow? The guy probably has a fraction of a percent of the shares in Peaks and no matter what is ultimately disclosed chances are they'll have no problem getting enough shareholder votes anyway for the merger to proceed.

  5. #565
    Quote Originally Posted by cdskier View Post
    What's the actual motivation for the plaintiff to file something like this anyway? Is he getting a kickback from his lawyer somehow? The guy probably has a fraction of a percent of the shares in Peaks and no matter what is ultimately disclosed chances are they'll have no problem getting enough shareholder votes anyway for the merger to proceed.
    The plaintiffs are typically recruited by the firms. It could be a family member or friend of the attorney or an entity specifically created by the attorney to file the suit. The plaintiffs have no involvement in the cases and are not paying legal fees. There are frequent allegations of kickbacks. Securities litigation is a sordid industry filled with unscrupulous bottom-feeders.

  6. #566
    Quote Originally Posted by cdskier View Post
    Is that type of information about future employment of management usually disclosed publicly as part of a merger?
    Absolutely. If not, the potential shenanigans are only limited by what the nefarious mind may dream.
    President - Bicknell's Thrush Extermination Solutions (BTES), LLC



  7. #567
    Quote Originally Posted by BenedictGomez View Post
    Absolutely. If not, the potential shenanigans are only limited by what the nefarious mind may dream.
    I was thinking that meant they had to have made decisions definitively about who they were keeping which seemed a bit odd to me as I would think you wouldn't necessarily always know that until closer to the closing date, but in looking at some other proxy statements related to mergers it seems sometimes they say something like this:

    As of the date of this proxy statement, none of our executive officers has entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Prior to and following the closing of the Merger, however, certain of our executive officers may have discussions with, and following the closing of the Merger, may enter into agreements with, Parent or Merger Sub, their subsidiaries or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates.
    Obviously the statement would need to be truthful, but now seeing you can say that "nothing has been decided yet but that could change before the closing" satisfies the questions I had in my mind about what happens if you don't know.

  8. #568
    I think one other thing to keep in mind, and why likely initially, Vail Resorts is likely to keep the vast majority of current Peak employees, is that while Vail Resorts has certainly had times in the past where on the day a deal closed they had to integrate multiple resorts into their system, never had they had to simultaneously integrate SEVENTEEN resorts into their system. Even for Vail Resorts, that's going to take a lot of manpower and require them to learn a bunch of data about all of those properties, data that working knowledge of what was done before will likely help the integration go as seamlessly as possible.

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  9. #569
    Quote Originally Posted by drjeff View Post
    I think one other thing to keep in mind, and why likely initially, Vail Resorts is likely to keep the vast majority of current Peak employees
    It's near certain that they will do so using history as a guide, but especially given a fall closing; 2020 is when the reckoning takes place.
    President - Bicknell's Thrush Extermination Solutions (BTES), LLC



  10. #570
    Quote Originally Posted by BenedictGomez View Post
    It's near certain that they will do so using history as a guide, but especially given a fall closing; 2020 is when the reckoning takes place.
    Anyone with a title close to marketing manager, director of marketing - yeah you’re gone.

    Anyone in payroll, AP, - that type of thing - your department is getting thinned

    Anyone with a higher pay scale then the Vail model shows - you’re gone

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