ClubCorp Announces Agreement to Acquire Sequoia Golf - Expanding ClubCorp Network to Over 200 Private Clubs

- 31% increase in club count increases ClubCorp's industry-leading position

- Drives significant reinvention opportunities consistent with ClubCorp's growth strategy

- Expands geographic cluster model in four key markets with significant penetration in Atlanta and Houston

- Enhances value of ClubCorp's O.N.E. network offering to new and participating members

News provided by

Aug 13, 2014, 07:00 ET

DALLAS, Aug. 13, 2014 /PRNewswire/ -- ClubCorp, The World Leader in Private Clubs® (NYSE: MYCC). ClubCorp today announced it has signed an agreement to acquire the Atlanta-based Sequoia Golf.

The acquisition of Sequoia Golf will expand ClubCorp's industry-leading portfolio of private clubs to 209 from 159 today, making ClubCorp's portfolio of owned and operated clubs nearly five times the size of its next largest competitor.

Sequoia Golf, founded in 2002 by Joe Guerra, an industry leader, in partnership with Parthenon Capital Partners, owns and operates 50 clubs with significant concentrations in Atlanta and Houston and positions in Denver and Chicago markets. The Sequoia Golf portfolio consists of 30 owned, three leased and 17 managed properties. The addition of Sequoia Golf will increase ClubCorp's golf and country club portfolio to 157 from 108 today, and raises ClubCorp's business, sports and alumni clubs by one to 52. Sequoia Golf will also add over 7,000 acres of fee simple real estate and over 27,000 memberships. Combined, ClubCorp will own over 25,000 acres of fee simple real estate and have approximately 180,000 individual memberships serving more than 430,000 members.

The acquisition of Sequoia Golf will further increase ClubCorp's industry-leading economies of scale and will drive additional procurement, operational and other cost efficiencies. Today, Sequoia Golf generates LTM adjusted EBITDA⁽¹⁾ of $24.4 million post corporate expenses. With anticipated annualized cost synergies, Sequoia Golf's pro forma annual adjusted EBITDA⁽¹⁾ is approximately $29 million to $30 million.

ClubCorp believes that Sequoia Golf's collection of owned and operated private clubs will respond well to reinvention. Since 2007, ClubCorp has invested more than $400 million of maintenance and expansion capital to better position its clubs in their respective markets. ClubCorp intends to invest non-recurring expansion capital in the first two years following this acquisition on reinvention projects to improve golf course and practice facilities, newly create or update indoor and outdoor dining and social gathering facilities, and add family-friendly pool amenities and enhance fitness facilities.

The acquisition of Sequoia Golf will expand ClubCorp's geographic cluster strategy and increase ClubCorp's density in two affluent and expanding key markets. In Atlanta, ClubCorp's collection of clubs will increase to 35 from eight today. Similarly, ClubCorp's presence in the Houston market will expand to 19 from 12 clubs today. This acquisition will also introduce ClubCorp into the Denver and Chicago golf markets, and adds a geographically diverse property management platform.

The acquisition of Sequoia Golf will enhance the value of ClubCorp's O.N.E. (Optimal Network Experiences) offering to new and participating members. The addition of Sequoia Golf's properties will meaningfully enhance ClubCorp's O.N.E. offering to participating ClubCorp members who already enjoy home club, community and world network benefits. This acquisition will also provide the option to introduce the O.N.E. product to Sequoia Golf members.

Terms and Closing:
ClubCorp will pay $265 million for Sequoia Golf before anticipated transaction expenses. ClubCorp intends to finance this acquisition through existing liquidity and incremental term loan proceeds. ClubCorp does not anticipate issuing any additional equity to close this transaction. The transaction is subject to customary closing conditions, and is expected to close during ClubCorp's fiscal fourth quarter.

Quotes:
Eric Affeldt, ClubCorp's president and CEO said, "We are thrilled to combine our industry-leading collection of clubs with Sequoia Golf. Our combined membership base will benefit from an unmatched opportunity for reciprocal usage. We believe that geographic clustering improves operational efficiencies, drives club utilization, increases options available to our members and enhances the value of ClubCorp's O.N.E. offering."

Mr. Affeldt also commented, "Sequoia Golf aligns perfectly with our business model. It is a strong membership business that, like ours, generates nearly 50% of its revenue from membership dues. Sequoia Golf will strengthen and expand our cluster strategy to familiar markets, and give us a portfolio that stands to benefit from additional revenue and adjusted EBITDA growth through reinvention. This acquisition adds shareholder value and is expected to be accretive in year one. Adding Sequoia Golf's portfolio of clubs bodes well for our business, and builds an increasingly powerful and more meaningful ClubCorp brand."

Joe Guerra, president and CEO said, "ClubCorp is the best fit for our members, employees and partners and the right evolution of our portfolio into a strong network of clubs." Guerra, who will serve as a senior advisor to ClubCorp added, "The leadership that ClubCorp has provided in its club reinventions, adding member amenities, developing its O.N.E. product offering and growth via acquisitions is a tremendous model for the club industry."

(1) LTM financial metrics were calculated using Sequoia Golf's unaudited LTM revenue and net income ending June 30, 2014. Adj. EBITDA is not calculated in accordance with GAAP. See reconciliation of Adj. EBITDA to the most comparable GAAP financial measure.

Investor Information and Conference Call:
An investor presentation discussing the proposed transaction is available on the investor relations section of ClubCorp's website at ir.clubcorp.com. ClubCorp will hold a conference call, August 13, 2014 at 10:00 a.m. CDT (11:00 a.m. EDT) to discuss its acquisition of Sequoia Golf. The conference call will be broadcast live and can be accessed via the Company's website at ir.clubcorp.com. To participate in the teleconference, please call in a few minutes before the start time: 877-317-6789 for U.S. callers, 866-605-3852 for Canadian callers and 412-317-6789 for international callers and reference the ClubCorp intent to acquire Sequoia Golf conference call (confirmation code 10051241) when prompted. For those unable to participate in the live call, a webcast replay will be available at ir.clubcorp.com one hour after completion of the call.

About ClubCorp Holdings:
Since its founding in 1957, Dallas-based ClubCorp has operated with the central purpose of Building Relationships and Enriching Lives®. ClubCorp, leading owner-operator of private golf and country clubs, business, sports, and alumni clubs in North America, owns or operates a portfolio of approximately 160 golf and country clubs, business clubs, sports clubs, and alumni clubs in 25 states, the District of Columbia and two foreign countries. ClubCorp serves over 370,000 members, with approximately 15,000 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); Capital Club Beijing; and Metropolitan Club Chicago. You can find ClubCorp on Facebook at facebook.com/clubcorp and on Twitter at @ClubCorp.

About Sequoia Golf:
Sequoia Golf is a highly successful golf course ownership and management company. Sequoia currently owns or operates 50 private and public golf facilities located across the U.S. The portfolio includes the world-class 63-hole Woodlands Country Club located in the award winning master-planned community of The Woodlands, Texas, a collection of four Atlanta-based premium high end clubs under the Sequoia umbrella, 25 private clubs operated under the Canongate brand affiliation and a select group of golf properties managed for institutional owners, corporations, private investors and equity memberships. For more information on Sequoia Golf, visit www.sequoiagolf.com.

Special Note on Forward-Looking Statements
In addition to historical information, this press release contains statements relating to future results (including certain projections and business trends) that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the "safe harbor" created by those sections. The Company generally uses the words "may," "will," "could," "expect," "anticipate," "believe," "estimate," "believe," "plan," "intend," and similar expressions in this press release and any attachment to identify forward-looking statements. All statements, other than statements of historical facts included in this press release, including statements concerning plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position and business outlook, earnings guidance, business trends and other information are forward-looking statements.

The forward-looking statements are not historical facts, and are based upon current expectations, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond management's control. All expectations, beliefs and projections are expressed in good faith and the Company believes there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained in this press release, including among others: various factors beyond management's control adversely affecting discretionary spending, membership count and facility usage and other risks, uncertainties and factors set forth in the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Although the Company believes that these statements are based upon reasonable assumptions, it cannot guarantee future results and readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date of this press release. There can be no assurance that (i) the Company has correctly measured or identified all of the factors affecting its business or the extent of these factors' likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) the Company's strategy, which is based in part on this analysis, will be successful. Except as required by law, the Company undertakes no obligation to update or revise forward-looking statements to reflect new information or events or circumstances that occur after the date of this press release or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Company's filings with the SEC (which are available from the SEC's EDGAR database at www.sec.gov and via the Company's website at ir.clubcorp.com/SEC).

SEQUOIA GOLF RECONCILIATION OF NON-GAAP MEASURES TO CLOSEST GAAP MEASURE (In thousands) (Unaudited financial information)
	Last twelve months ended June 30, 2014⁽¹⁾
Net Loss	$ (531)
Interest Expense	10,529
Depreciation and Amortization	12,692
Franchise Tax⁽²⁾	239
Miscellaneous Fees⁽³⁾	1,482
Adjusted EBITDA	$ 24,411
Annualized Cost Synergies	~$ 4,500 – 6,000
Pro-forma Adj. EBITDA	~$ 29,000 – 30,000


(1)	LTM financial metrics were calculated using Sequoia Golf unaudited LTM revenue and net income ending June 30, 2014, and prepared on a consistent basis with ClubCorp's financial statements
(2)	Includes Texas and other franchise tax
(3)	Includes management fees and expenses, acquisition due diligence, and acquisition payroll and payroll related expenses, other non-material expenses