ClubCorp Shareholders to Receive $17.12 Per Share
in Cash
ClubCorp – The World Leader in Private Clubs® (NYSE:MYCC), today
announced that it has entered into a definitive agreement with
affiliates of certain investment funds (the "Apollo funds") managed
by affiliates of Apollo Global Management, LLC (together with its
consolidated subsidiaries, "Apollo") (NYSE:APO), a leading global
alternative investment manager, pursuant to which the Apollo funds
will acquire all of the outstanding shares of ClubCorp for $17.12
per share in cash, or approximately $1.1 billion. The all-cash
transaction represents a premium of approximately 30.7% over
ClubCorp’s closing stock price on July 7, 2017.
The ClubCorp Board of Directors (“Board”), acting with the
recommendation of its Strategic Review Committee, unanimously
approved the agreement with the Apollo funds. The Board, along with
the Strategic Review Committee, the management team and independent
financial and legal advisors, conducted a robust and thorough
strategic review process, which included discussions with a wide
array of potential counterparties regarding a range of possible
transactions.
“We are pleased to reach this agreement with the Apollo funds,
which follows a comprehensive review of strategic alternatives by
ClubCorp’s Board of Directors,” said John Beckert, Chairman of the
Board of ClubCorp. “With the support of the Apollo funds, we are
confident that ClubCorp will be able to continue building on its
success by providing its members with unrivalled experiences at its
clubs. This transaction represents the culmination of our review of
strategic alternatives and achieves our goal of enhancing value for
shareholders. The company looks forward to working closely with
Apollo as it enters the next stage of its growth.”
“We are excited for our funds to be acquiring ClubCorp,” said
David Sambur, Senior Partner at Apollo. “We look forward to working
with ClubCorp’s outstanding management team and talented employees,
who have built a best-in-class member-centric business that
delivers exceptional experiences. We plan to leverage Apollo's
resources and expertise while working with ClubCorp’s dedicated
team to continue to grow the business and provide the highest level
of service and club offerings to members."
Transaction Details
The transaction is subject to customary closing conditions,
including approval by ClubCorp shareholders, and is expected to
close in the fourth quarter of this year. Upon completion of the
transaction, ClubCorp will be a privately held company, and
ClubCorp’s common shares will no longer be listed on the New York
Stock Exchange.
Dividend
The ClubCorp Board of Directors also declared a one-time
quarterly dividend of $0.13 per share of common stock. The dividend
is expected to be paid on July 28, 2017, to shareholders of record
at the close of business on July 21, 2017.
Advisors and Financing Providers
Jefferies LLC and Wells Fargo Securities / Eastdil Secured are
acting as financial advisors to the Company and Simpson Thacher
& Bartlett LLP is acting as legal counsel.
Financing is being provided by Citigroup, Royal Bank of Canada,
Barclays, Credit Suisse and Deutsche Bank. Citigroup is acting as
lead financial advisor to Apollo, and other financial advisors
include RBC Capital Markets, LLC, Barclays, Credit Suisse and
Deutsche Bank. Paul, Weiss, Rifkind, Wharton & Garrison LLP is
acting as Apollo’s legal counsel.
About ClubCorp (NYSE:MYCC)
Since its founding in 1957, Dallas-based ClubCorp has operated
with the central purpose of Building Relationships and Enriching
Lives®. ClubCorp is a leading owner-operator of private golf and
country clubs and private business clubs in North America. ClubCorp
owns or operates a portfolio of over 200 golf and country clubs,
business clubs, sports clubs, and alumni clubs in 28 states, the
District of Columbia and two foreign countries that serve over
430,000 members, with approximately 20,000 peak-season employees.
ClubCorp Holdings, Inc. is a publicly traded company on the New
York Stock Exchange (NYSE:MYCC). ClubCorp properties include:
Firestone Country Club (Akron, Ohio); Mission Hills Country Club
(Rancho Mirage, California); The Woodlands Country Club (The
Woodlands, Texas); Capital Club Beijing; and Metropolitan Club
Chicago. You can find ClubCorp on Facebook at facebook.com/clubcorp
and on Twitter at @ClubCorp.
About Apollo
Apollo is a leading global alternative investment manager with
offices in New York, Los Angeles, Houston, Chicago, St. Louis,
Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai,
Delhi, Singapore, Hong Kong and Shanghai. Apollo had assets under
management of approximately $197 billion as of March 31, 2017 in
private equity, credit and real estate funds invested across a core
group of nine industries where Apollo has considerable knowledge
and resources. For more information about Apollo, please visit
www.agm.com.
Forward-Looking Statements
This press release contains forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements with respect to the proposed transaction
and the merger (the “Merger”) of Merger Sub (as defined below) with
and into ClubCorp Holdings, Inc., a Nevada corporation (which we
may refer to as “we,” “us,” “our” or the “Company”) on the terms
and subject to the conditions set forth in the Agreement and Plan
of Merger (the “Merger Agreement”) by and among Constellation Club
Parent, Inc., a Delaware corporation (“Parent”), Constellation Club
Merger Sub, Inc., a Nevada corporation and a wholly-owned
subsidiary of Parent (“Merger Sub”), and the Company, the benefits
of the proposed transaction and the anticipated timing of the
proposed transaction. Forward-looking statements can be generally
identified by the use of words such as “may,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“intends,” “continue” or similar terminology. These statements
reflect only the Company’s current expectations and are not
guarantees of future performance or results. Forward-looking
information involves risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied in, or reasonably inferred from, such
statements. Specific factors that could cause actual results to
differ from results contemplated by forward-looking statements
include, among others, the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger
Agreement, the inability to complete the Merger due to the failure
to obtain stockholder approval for the Merger or the failure to
satisfy other conditions to completion of the Merger, including
that a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the transaction; risks regarding
the failure of Parent to obtain the necessary financing to complete
the Merger; risks related to disruption of management’s attention
from the Company’s ongoing business operations due to the
transaction; the effect of the announcement of the Merger on the
Company’s relationships with its members, operating results and
business generally; the risk that certain approvals or consents
will not be received in a timely manner or that the Merger will not
be consummated in a timely manner; the risk of exceeding the
expected costs of the Merger; adverse changes in U.S. and non-U.S.
governmental laws and regulations; adverse developments in the
Company’s relationships with its employees; capital market
conditions, including availability of funding sources for us;
changes in our credit ratings; risks related to our increased
indebtedness, including our ability to meet certain financial
covenants in our debt instruments; the risk of litigation,
including stockholder litigation in connection with the proposed
transaction, and the impact of any adverse legal judgments, fines,
penalties, injunctions or settlements; and volatility in the market
price of our stock.
Therefore, caution should be taken not to place undue reliance
on any such forward-looking statements. We assume no obligation
(and specifically disclaim any such obligation) to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
law. For additional discussion of potential risks and uncertainties
that could impact our results of operations or financial position,
refer to Part I, Item 1A. Risk Factors in our Form 10-K for the
fiscal year ended December 27, 2016, as amended (our “2016 Form
10-K”). There have been no material changes to the risk factors
disclosed in Part I, Item 1A. Risk Factors in our 2016 Form
10-K.
Important Additional Information and Where to Find
It
This communication is being made in respect of the proposed
Merger involving the Company, Parent and Merger Sub. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy our securities or the solicitation
of any vote or approval. The proposed Merger of the Company will be
submitted to the Company’s stockholders for their consideration. In
connection with the proposed transaction, the Company intends to
file a proxy statement and other relevant materials with the
Securities and Exchange Commission (the “SEC”) in connection with
the solicitation of proxies in connection with the proposed
transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION, INVESTORS AND STOCKHOLDERS OF
CLUBCORP HOLDINGS, INC. ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT REGARDING THE PROPOSED TRANSACTION (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT MATERIALS
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The proxy statement, any amendments or supplements
thereto and other relevant materials, and any other documents filed
by the Company with the SEC, may be obtained once such documents
are filed with the SEC free of charge at the SEC’s website at
www.sec.gov. In addition, the Company’s stockholders may obtain
free copies of the documents filed with the SEC through the
Investors portion of the Company’s website at ir.clubcorp.com or by
contacting the Company’s Investor Relations Department by (a) mail
at ClubCorp Holdings, Inc., Attention: Investor Relations, 3030 LBJ
Freeway, Suite 600, Dallas, TX 75234, (b) telephone at (972)
888-7495, or (c) e-mail at
clubcorp.investor.relations@clubcorp.com.
Participants in the Solicitation
The Company and certain of its executive officers, directors,
other members of management and employees, may under the rules of
the SEC, be deemed to be “participants” in the solicitation of
proxies from the Company’s stockholders in connection with the
proposed transaction. Information regarding the persons who may be
considered “participants” in the solicitation of proxies will be
set forth in the Company’s preliminary and definitive proxy
statements when filed with the SEC and other relevant documents to
be filed with the SEC in connection with the proposed transaction,
each of which can be obtained free of charge from the sources
indicated above when they become available. Information regarding
certain of these persons and their beneficial ownership of the
Company’s common stock is also set forth in the Company’s proxy
statement for its 2017 annual meeting of stockholders filed on June
2, 2017 with the SEC, which can be obtained free of charge from the
sources indicated above.
ClubCorp Contacts:
Investor
Relations:clubcorp.investor.relations@clubcorp.com
|
Media
Relations:Joele FrankAndrew Siegel / Jonathan
KeehnerMYCC-JF@joelefrank.com 212-355-4449 |
Apollo Contacts:
For investor inquiries
regarding Apollo, please contact: Gary M. SteinHead of Corporate
CommunicationsApollo Global Management,
LLC212-822-0467gstein@apollolp.com Noah GunnInvestor
Relations ManagerApollo Global Management,
LLC212-822-0540ngunn@apollolp.com |
For media inquiries
regarding Apollo, please contact: Charles ZehrenRubenstein
Associates, Inc. for Apollo Global Management, LLC(212)
843-8590czehren@rubenstein.com |
CLUBCORP HOLDINGS, INC. (NYSE:MYCC)
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CLUBCORP HOLDINGS, INC. (NYSE:MYCC)
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