Boyne Resorts Upsizes and Prices Private Offering of $120 Million of Additional 7.250% Senior Secured Second Lien Notes

BOYNE FALLS, Mich., May 13, 2020 /PRNewswire/ -- Boyne USA, Inc. (the "Company") today announced the pricing of $120 million aggregate principal amount of its 7.250% Senior Secured Second Lien Notes due 2025 (the "New Notes") in a private offering.  The aggregate principal amount of the offering was increased from the previously announced offering size of $100 million aggregate principal amount of New Notes. The New Notes will be issued to the public at an offering price of 101.5% of the principal amount thereof, plus accrued interest from May 1, 2020. The New Notes will be issued under the indenture governing the Company's $400 million aggregate principal amount of 7.250% Senior Secured Second Lien Notes due 2025 issued on April 11, 2018 (the "Initial Notes") and the Company's $60 million aggregate principal amount of 7.250% Senior Secured Second Lien Notes due 2025 issued on July 3, 2019 (the "Add-On Notes" and, together with the Initial Notes, the "Existing Notes"). The New Notes, if issued, will be treated as a single series with the Existing Notes and will have the same terms as the Existing Notes, other than with respect to the date of issuance and issue price. The offering of New Notes is expected to close on or about May 20, 2020, subject to customary closing conditions.

The Company estimates that the net proceeds from the offering, after deducting the initial purchaser's discounts and estimated expenses, will be approximately $117.0 million (excluding the accrued interest on the New Notes from May 1, 2020). The Company intends to use the net proceeds from the offering for general corporate purposes and payment of related offering fees and expenses.

The New Notes were offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to persons outside the United States in accordance with Regulation S under the Securities Act. The New Notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy the New Notes or the related guarantees.  There has not been and shall not be any offer, solicitation or sale of the New Notes and related guarantees in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to, statements regarding the expected use of proceeds from the New Notes offering and other statements contained in this press release that are not historical facts. These forward-looking statements were made as of the time and date of this press release and were based on then-current expectations as well as the beliefs and assumptions of management. Words such as "expect," "intend," "will" and variations of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's control. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially, including (i) the effect of the outbreak of the novel coronavirus (COVID-19) on our business, financial performance and condition, operating results, liquidity and cash flows, (ii) the risk that the Company is unable to close the New Notes offering on the terms described herein or at all because of a downturn in market conditions or otherwise and (iii) the impact of general economic, industry or political conditions.  The Company undertakes no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on such forward-looking statements.

About Boyne Resorts

Boyne Resorts, founded in 1947 by Everett Kircher, is one of the largest mountain resort companies in North America by total skier visits. A Michigan-based corporation, Boyne Resorts owns and operates award-winning mountain and golf resorts and attractions throughout the United States and Canada including Cypress Mountain near Vancouver, B.C., official freestyle skiing and snowboard venue of the 2010 Olympic Winter Games; Sugarloaf and Sunday River Resort in Maine; Boyne Mountain, Boyne Highlands, Inn at Bay Harbor – Autograph Collection resorts and Avalanche Bay Indoor Waterpark in Michigan; Big Sky Resort in Montana; Loon Mountain Resort in New Hampshire; Gatlinburg SkyLift Park in Tennessee; Brighton Resort in Utah; and The Summit at Snoqualmie in Washington.

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SOURCE Boyne Resorts