Long-Term Debt | Long-Term Debt Long-term debt, net as of October 31, 2023, July 31, 2023 and October 31, 2022 is summarized as follows (in thousands): Maturity October 31, 2023 July 31, 2023 October 31, 2022 Vail Holdings Credit Agreement term loan (a) 2026 $ 1,000,000 $ 1,015,625 $ 1,062,500 Vail Holdings Credit Agreement revolver (a) 2026 — — — 6.25% Notes 2025 600,000 600,000 600,000 0.0% Convertible Notes (b) 2026 575,000 575,000 575,000 Whistler Credit Agreement revolver (c) 2028 — — 11,011 EPR Secured Notes (d) 2034-2036 114,162 114,162 114,162 NRP Loan 2036 37,269 40,399 36,430 Employee housing bonds 2027-2039 52,575 52,575 52,575 Canyons obligation 2063 364,825 363,386 359,052 Whistler Blackcomb employee housing leases 2042 27,984 29,491 — Other 2023-2036 33,971 35,011 36,587 Total debt 2,805,786 2,825,649 2,847,317 Less: Unamortized premiums, discounts and debt issuance costs (b) 4,090 5,814 9,808 Less: Current maturities (e) 69,659 69,160 67,811 Long-term debt, net $ 2,732,037 $ 2,750,675 $ 2,769,698 (a) As of October 31, 2023, the Vail Holdings Credit Agreement consists of a $500.0 million revolving credit facility and a $1.0 billion outstanding term loan. The term loan is subject to quarterly amortization of principal of approximately $15.6 million, in equal installments, for a total of 5% of principal payable in each year and the final payment of all amounts outstanding, plus accrued and unpaid interest is due upon maturity in September 2026. The proceeds of the loans made under the Vail Holdings Credit Agreement may be used to fund the Company’s working capital needs, capital expenditures, acquisitions, investments and other general corporate purposes, including the issuance of letters of credit. Borrowings under the Vail Holdings Credit Agreement, including the term loan, bear interest annually at the Secured Overnight Financing Rate (“SOFR”) plus a spread of 1.60% as of October 31, 2023 (6.92% as of October 31, 2023). Interest rate margins may fluctuate based upon the ratio of the Company’s Net Funded Debt to Adjusted EBITDA on a trailing four-quarter basis. The Vail Holdings Credit Agreement also includes a quarterly unused commitment fee, which is equal to a percentage determined by the Net Funded Debt to Adjusted EBITDA ratio, as each such term is defined in the Vail Holdings Credit Agreement, multiplied by the daily amount by which the Vail Holdings Credit Agreement commitment exceeds the total of outstanding loans and outstanding letters of credit (0.30% as of October 31, 2023). The Company is party to various interest rate swap agreements which hedge the cash flows associated with the SOFR-based variable interest rate component of $400.0 million in principal amount of its Vail Holdings Credit Agreement until September 23, 2024, at an effective rate of 1.38%. (b) The Company issued $575.0 million in aggregate principal amount of 0.0% Convertible Notes due 2026 (the “0.0% Convertible Notes) under an indenture dated December 18, 2020. As of October 31, 2023, the conversion price of the 0.0% Convertible Notes, adjusted for cash dividends paid since the issuance date, was $381.27. (c) Whistler Mountain Resort Limited Partnership (“Whistler LP”) and Blackcomb Skiing Enterprises Limited Partnership (“Blackcomb LP” and together with Whistler LP, the “WB Partnerships”) are party to a credit agreement consisting of a C$300.0 million credit facility which was most recently amended on April 14, 2023, by and among Whistler LP, Blackcomb LP, certain subsidiaries of Whistler LP and Blackcomb LP party thereto as guarantors, the financial institutions party thereto as lenders and The Toronto-Dominion Bank, as administrative agent. The Whistler Credit Agreement has a maturity date of April 14, 2028 and uses rates based on SOFR with regard to borrowings under the facility made in U.S. dollars. As of October 31, 2023, there were no borrowings under the Whistler Credit Agreement. The Whistler Credit Agreement also includes a quarterly unused commitment fee based on the Consolidated Total Leverage Ratio, which as of October 31, 2023 is equal to 0.39% per annum. (d) In September 2019, in conjunction with the acquisition of Peak Resorts, Inc. (“Peak Resorts”), the Company assumed various secured borrowings (the “EPR Secured Notes”) under the master credit and security agreements and other related agreements, as amended, (collectively, the “EPR Agreements”) with EPT Ski Properties, Inc. and its affiliates (“EPR”). The EPR Secured Notes include the following: i. The Alpine Valley Secured Note. The $4.6 million Alpine Valley Secured Note provides for interest payments through its maturity on December 1, 2034. As of October 31, 2023, interest on this note accrued at a rate of 11.72%. ii. The Boston Mills/Brandywine Secured Note. The $23.3 million Boston Mills/Brandywine Secured Note provides for interest payments through its maturity on December 1, 2034. As of October 31, 2023, interest on this note accrued at a rate of 11.41%. iii. The Jack Frost/Big Boulder Secured Note. The $14.3 million Jack Frost/Big Boulder Secured Note provides for interest payments through its maturity on December 1, 2034. As of October 31, 2023, interest on this note accrued at a rate of 11.41%. iv. The Mount Snow Secured Note. The $51.1 million Mount Snow Secured Note provides for interest payments through its maturity on December 1, 2034. As of October 31, 2023, interest on this note accrued at a rate of 12.32%. v. The Hunter Mountain Secured Note. The $21.0 million Hunter Mountain Secured Note provides for interest payments through its maturity on January 5, 2036. As of October 31, 2023, interest on this note accrued at a rate of 9.03%. In addition, Peak Resorts is required to maintain a debt service reserve account which amounts are applied to fund interest payments and other amounts due and payable to EPR. (e) Current maturities represent principal payments due in the next 12 months. Aggregate maturities of debt outstanding as of October 31, 2023 reflected by fiscal year (August 1 through July 31) are as follows (in thousands): Total 2024 (November 2023 through July 2024) $ 51,421 2025 675,755 2026 643,543 2027 851,151 2028 4,655 Thereafter 579,261 Total debt $ 2,805,786 The Company recorded interest expense of $40.7 million and $35.3 million for the three months ended October 31, 2023 and 2022, respectively, of which $1.6 million was amortization of deferred financing costs in both periods. The Company was in compliance with all of its financial and operating covenants required to be maintained under its debt instruments for all periods presented. |