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The Alpine Sport Shop in Saratoga Springs has been selling skis for 75 years.  By Phil Johnson

On Friday, February 5, the bus leaving the Alpine Sport Shop in Saratoga Springs, New York, will be filled as usual. It’s “Chicks on Sticks” day, and the Spa City gals will head for Bromley Mountain—just east of Manchester, Vermont—for the annual fundraiser that benefits a regional cancer center.

The outing marks a recent chapter in the long history of Alpine, which is celebrating four generations of skiers and its 75th anniversary this winter. The shop is all about winter sports: You won’t find bikes, tennis rackets, fishing gear or golf clubs here. When the ski season ends in early spring, the Alpine closes for three months and owners Jack and Cathy Hay do other things. The guy who once demonstrated good snow conditions in mid-winter by skiing off the roof of the store—“not difficult once you manage the mid-air turn onto the woodshed”—spent many years painting houses in the off-season. Oh, the glamour of owning a ski shop!

The Alpine Sport Shop was founded by ski pioneer Ed Taylor and his wife, Jo, in 1941. Ed had been skiing since the 1920s and by the time the store opened, Saratoga folks were venturing beyond their neighborhood hills to areas like North Creek Ski Bowl and Bromley.

Taylor served with the 10th Mountain Division during World War II, so the shop was up and ready when the post-war alpine ski boom began. He also founded Alpine Meadows Ski Area, which operated near Saratoga until the 1990s. In the early years, the shop was located near the original Skidmore College campus, just north of the legendary horse racing track and not far from the retail district. Women’s clothing was sold on the upper level, ski gear on the lower level. 

Taylor sold the business to Thurlow and Dorothy Woodcock in 1966, just as Skidmore was moving to its new campus, in a residential neighborhood at the north end of town. Thurlow thought being close to the college was important, so he designed and built a new shop on Clinton Street, adjacent to the new Skidmore location. 

By 1970, the shop was in full flower. The Adirondack Northway (Interstate 87) was being built and skiers were traveling past Saratoga en route to resorts in the Adirondacks and Vermont. Woodcock designed the interior carefully, creating a comfortable space with handmade banisters, benches, and a leather couch by a big stone fireplace. He also installed a Ski-Dek, where for $55 customers could get three lessons, plus one more on the slopes of a local hill. Newbies started out on 16-inch-long Plexiglas skis that Woodcock designed and built. More than 600 people learned to ski there, until Woodcock removed the deck to free up retail space.

Just about the time the new store opened, Cathy Woodcock met Jack Hay as teammates on the Saratoga Springs High School ski team. Cathy had worked at her family’s shop part-time as a teenager. Jack had learned to ski in Saranac Lake, New York, where his father, an engineer, was involved in the design and construction of the mid-mountain station at Whiteface Mountain. 

The two married in 1971 and, once Jack decided that becoming a lawyer was not for him, have been involved in the business ever since. Thurlow Woodcock died in 1988. Cathy’s sister, Lynn Pepper, has also been closely involved, and Cathy and Jack’s daughter, Julia, currently works there.

The Alpine Sport Shop is a Saratoga Springs institution. In addition to serving a strong local population of skiers, they cater to the college and to a nearby U.S. Navy training base. Both Jack and Cathy are in the store regularly, but love their time on the slopes when they can get away, “which is never enough,” says Jack. They get in about 30 days of skiing each winter, including weeklong trips that the shop sponsors. This winter’s destinations are Telluride, Colorado and Garmisch, Germany. They’ve been organizing the trips since 1994; their daughter Julia’s first airplane ride was on a ski adventure to the Alps.

The Alpine Sport Shop is a throwback on the modern retail scene. It is not a big box; it does one thing and does it well. “We’re just selling fun,” says Cathy Hay. And having some fun along the way.  

Alpine Sports Shop, Saratoga Springs NY
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How a young freestyler snapped up a prime piece of Squaw Valley property—right out from under Alex Cushing. By Eddy Starr Ancinas

In 1989, Troy Caldwell (at left; shown here in May 2014, courtesy of www.snowbrains.com) purchased a piece of property for $400,000 from Southern Pacific Land Company. Squaw Valley founder Alex Cushing (right, courtesy of Hank De Vre) had been hoping to acquire the property for years, but missed the chance when a company accountant mistakenly declined an offer to purchase it.

Troy Caldwell was 19 years old in 1970, when he got a job selling tickets at Alpine Meadows, California, where he had come to perfect his freestyle technique. By 1972, he had joined the international circuit on the U.S. Freestyle team, competing with Sandra Poulsen, Wayne Wong, John Clendenin and local pal Rudy Zink. Early in his career, he met his future wife, Susan, who happened to live nearby in Homewood, and before long, she also worked at Alpine.

Troy, having studied architecture in college, worked as a contractor in summer months. By 1989, he had built two houses in Alpine Meadows—renting one and living in the other. Susan, now in charge of Special Tickets, knew every season pass holder, former stockholder and just about every regular customer at Alpine by their first name, and her smile and effusive greeting typified the friendly face of Alpine. Like many young couples who love to ski and love the mountains, they began to think about owning their own business, and they decided they saw a need they could fill: Alpine Meadows had no overnight accommodations, so wouldn’t a bed and breakfast be a great idea?

“Something fancy, like Stein Eriksen’s lodge,” Troy thought. “We’d serve them at the bar, entertain them. We’d have a ski shop and a surface lift to take them to Alpine,” he added, reminiscing about their original plan. 

They thought a good location would be just above the road before you enter the parking lot. Troy discovered the land was owned by Southern Pacific Land Company (SP), so dressed in his very best “mountain attire,” he went to their office at Number One Market Street in San Francisco. “When I looked up at those two 14-foot chrome doors, I said, ‘what am I doing here?’” Troy remembers. 

More determined than daunted, Troy introduced himself and was ushered into Brandon Mark’s office. “I know you guys own the property next to Alpine Meadows,” he began, “and I’m interested in buying a little corner of that property.”

“Well, there’s good news and bad news,” Mark replied. “Bad news—we can’t sell you a little piece of that property. We’re not allowed to sub-divide it. The good news is, your timing is great. Right now we are in negotiations with Catellus [a mixed-use real-estate development corporation] to get rid of all of SP’s property, and anything we can sell outright, before any transaction with Catellus, is money in our pocket.”

Mark showed Troy a map of SP’s holdings in California—a well-documented checkerboard of land the railroad company had been granted from the federal government in the 1800s. In 1987, SP began selling off large tracts of land in North Lake Tahoe—and two years later, in walked Troy Caldwell. 

When Mark showed Troy a 144-acre parcel of land in the lower section, Troy said, “No way can we afford that,” but Mark urged him to consider it. 

“You may be surprised,” he said. 

Before they had time to think about how they could afford the 144-acre parcel shown on a Placer County map, the county advised them it wasn’t a true parcel. The only thing SP could sell them was the whole 460-acre section—the same section that Alpine Meadows founder John Reily had leased from SP in 1958, then relinquished in a quitclaim in 1975. 

“No way can we afford that,” Troy repeated.

“What happened to our dream of a B&B for $40,000 to $50,000?” Susan asked. “Now we’re talking hundreds of thousands.”

“This is worth it, Susie. Let’s go for this thing,” was Troy’s reply. 

For obvious reasons, Squaw Valley founder Alex Cushing had been waiting for years to own the land under his lifts that he had been leasing first from Reily and then from SP. Cushing had bargained over the terms of the lease agreement with SP for years, and they were well aware of his interest in acquiring the land. Therefore, when SP called Squaw Valley Ski Corp. to inquire if they would like to purchase Section 5 including the 70 acres in Squaw Valley, they must have been surprised when the accountant who took the call said, “No thanks. We rent it so cheap I don’t think we’re interested.” 

No one could have been more surprised, however, than Cushing, when SP notified him the following month to send his next rent check to Troy Caldwell. 

“Who is this guy?” Cushing asked when he called resort owner Nick Badami at Alpine. Badami assured Cushing that Troy Caldwell was not a real estate developer, just a young freestyle skier with big ideas; so Cushing called Troy and invited him to lunch.

According to Troy, it was a pleasant, friendly lunch, and Cushing listened with interest (perhaps disbelief) to Troy’s story about why and how he bought the land out from under Cushing for just under $400,000.

Troy and Susan call the first four years their “Daniel Boone years,” as they struggled to build a road and move their trailer from the campground to their property before winter set in. An early October snowstorm caught them with frozen water lines running from a spring over the snow to the trailer, a generator that ran out of gas in half an hour, and an oven only big enough for a cupcake. During those four years, they began to build their house on a flat area at the base of KT’s backside. Although Alpine ski patrol director Larry Heywood had checked the area for avalanches, they were never sure it was safe; but they knew enough to get out, if danger seemed imminent. Troy remembers digging down eight feet to the top of his trailer. 

“We were just surviving,” Troy recalls, “no water, no power—sometimes the only vehicle we could use was our bulldozer.” 

When summer came, thoughts returned to what they would do with their property, now called “White Wolf.” In an effort to get Alpine involved, Troy invited Badami and his colleagues, Howard Carnell and Werner Schuster, to a catered lunch served under the pines by the creek near his future home. Badami and Schuster were currently involved in developing a new ski area at Galena Summit near Reno, where Troy and Susan had considered owning and operating a B&B, but after attending months of public meetings, Troy picked up on the sentiment, “why develop new areas—better to expand the existing ones.” Troy could see the logic, and said to Susan, “Hey, why not here in Alpine?”

 


The property lies between Squaw Valley and Alpine Meadows, off the backside of Squaw. It includes 75 acres of Squaw Valley, including the top of the Olympic Lady and KT-22 chairlifts

 

Badami suggested a “Fat Camp” or spa with outdoor exercise, a rock climbing camp. He and Schuster thought perhaps the area could connect to Squaw Valley, and they wondered about the increased traffic in Alpine.

The realization that 460 acres of granite cliffs, stately pines, chutes and gullies, steep and gentle slopes, mountain trails and wildflowers galore in spring was perhaps worthy of something more than a little B&B, inspired Troy and Susan to expand their dream to a 52-room luxury hotel. Of course, Troy would design it in his favorite architectural style—avalanche and fire-proof concrete. Then, thinking really big, a ski area in his front yard seemed like an even more worthy project.

Like Poulsen, Reily and even Cushing before him, Troy Caldwell had realized a dream that would be his life, with many unexpected consequences (and a few nightmares). 

It was only a matter of time until Cushing called his landlord to renegotiate the terms of the lease that Troy had inherited from SP. Although the 2014 termination date was about 18 years in the future, Cushing wanted to get started on a new lease now. Troy, still unsure of his future plans for a ski area at White Wolf, didn’t want to sign anything just then. In 1996, after recalculating their agreement, Cushing filed a suit for breach of contract, claiming he had “over-paid” on his lease.

While Troy hired and paid lawyers to work on that one, the two men entered into an agreement to trade 70 acres of Troy’s land in Squaw Valley for the three year-old Headwall triple chair lift—towers, chairs and cables, to be delivered over the hill by helicopter for Troy to install on his side of KT. Cushing would have his land back, and Troy his lift. However, after signing the contract, Cushing decided that was too good a deal and changed it to the 30-year-old double Cornice chair lift. Troy sued Cushing for breach of contract.

When the Placer County Planning Commission issued the Caldwells a conditional use permit to install a chairlift on their land in November 2000, Troy went to work in his garage-cum-lift manufacturing plant, with the help of a welder who once worked for Doppelmayer, and a chairlift engineer formerly employed by YAN Engineering. While they worked to build and assemble the 17 towers, cross frames and terminals for the next nine months, few people knew what Troy was doing; but as soon as the towers could be seen climbing 1,123 feet up the mountain from Alpine to Squaw, heads turned and the Bear Creek homeowners sued Placer County for issuing Troy the permit. That one hurt, as Susan had worked for over 20 years in Alpine, and they both considered themselves members of the Alpine community. Troy stopped working on the lift in 2007 and it has never been in operation.

The Caldwells compromised with Bear Creek and the ski area, agreeing they would not sell tickets, and access from Squaw Valley would be denied. Further restrictions allowed them only 25 “friends or family” on the mountain at a time, and skiers had to take a first aid course and be avalanche certified, carrying beacons, probes and shovels.

With these restrictions, White Wolf became the second private ski area in the country after the Yellowstone Club in Montana. Operating his area much like a heli-ski operation (without the fancy lodge—yet), Troy’s skiing friends have joined him on limited snowcat rides up the mountain, descending in a spray of fresh powder or exploring the terrain on firm spring corn. With its southeast exposure, the season is limited compared to neighboring Alpine Meadows.

Troy won his suit over the exchanged ski lift with Cushing, and after fourteen years of trying to bring the young entrepreneur to his financial knees, Squaw Valley Ski Corp. relented. Troy believes they were preparing to sell Squaw Valley, and needed to get rid of what Troy’s attorney called “nuisance suits.”

With no more legal battles, a cozy home and towers in place, Susan and Troy’s dream was just beginning. 

This article is excerpted from Tales from Two Valleys: Squaw Valley and Alpine Meadows by Eddy Starr Ancinas. The book won an ISHA Skade Award in 2013. Eddy, the descendant of a California ski and mountaineering family, was a guide for the IOC in Squaw Valley at the 1960 Olympics, where she met her husband, Osvaldo Ancinas, a member of the Argentine ski team. 

Will Squaw and Alpine Finally Connect?


Wirth (left) and Caldwell during a recent interview. Courtesy of Eddy Starr Ancinas.

In a recent interview with Skiing History, resort CEO Andy Wirth and Troy Caldwell say it will happen within five years.

In November 2010, Squaw Valley was purchased by KSL Capital Partners, a private equity firm. A year later, Squaw and Alpine Meadows merged under the new leadership of Squaw Valley Ski Holdings, LLC. The company operates as a single corporate entity, with joint lift tickets and free shuttles between the two resorts. But while you can catch a ride between the villages, you can’t ski from one to the other.

Connecting Alpine and Squaw via ski trails and chairlifts has been a vision shared by Wayne Poulsen, John Reily and Alex Cushing since the 1960s. Troy Caldwell’s property lies directly between Squaw and Alpine, off the backside of Squaw. It includes 75 acres of Squaw Valley, including the top of the Olympic Lady and KT-22 chairlifts.

“The vision has existed for [decades],” said Andy Wirth, president and CEO of Squaw Valley Ski Holdings, when I sat down with him and Caldwell to hear their plans. “The vision is easy. The challenge is to make it happen in a logical way.” 

The project requires working closely with the U.S. Forest Service, Placer County and government agencies, and taking into account environmental studies and the needs of private landowners. 

“You would think it would be easy with these two mountains so close together,” Wirth said, “but if it were that easy, they would have done it years ago. We haven’t been just staring at maps. Troy and I have visited lots of ski areas together—comparing notes on terrain, lift integration, area management—asking ourselves, what would they change after years of operation?” 

Wirth said they’re working with “the best mountain planners in the world,” studying up to 20 scenarios. “We have to look seriously at all lift and gondola connection options...our industry is littered with lifts that shouldn’t be there.” 

Having studied weather and wind patterns with relation to hours of lift operation and avalanche mitigation, both men agreed they are in “the last stages of deciding.” They anticipate that the project will be completed within three to five years and that it will involve Caldwell’s property. 

“Andy and I are going to make this happen,” Caldwell vowed. —Eddy Starr Ancinas

To watch a May 2014 interview with Caldwell and journalist Miles Clark on the Website SnowBrains.com, go to: http://snowbrains.com/will-squaw-alpine-connect-exclusive-troy-caldwell-video-interview/

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Tom Parrott

Introduction: Vail Resorts and Powdr Corp. on Sept.10 announced the immediate sale of Park City's base and lift facilities to VR, for $182.5 million, resolving the multi-year dispute over which company has the right to operate the Park City lifts. 

The last-minute deal to open Park City for this winter turns out to be a big step forward in linking the seven Wasatch ski areas into a European-style ski circus. The idea has been kicking around for more than three decades, ever since Ski Utah organized the first Interconnect tours back in 1982.

In announcing the purchase, Vail said that, for the 2015-16 season, it would open new lifts and trails linking Park City to Canyons, next door. Vail took a 50-year lease on Canyons (originally called Park West) in May, 2013. The combined areas will cover about 7,800 acres and claim primacy as the largest ski area in the United States (Whistler-Blackcomb claims 7,871 to remain, for now, the North American champion).

The news came a day after Ski Utah announced its One Wasatch Interconnect plan, superseding the earlier Ski Link, a plan to build a gondola from Canyons to Solitude. That plan would have required the controversial sale of intervening public land (see Skiing History, January-February 2013). One Wasatch calls for two lifts in Guardsman Pass to link Park City's Jupiter Bowl with Brighton, and two lifts in Honeycomb Canyon and Grizzly Gulch to link Solitude with Alta. Solitude and Brighton already have a link, as do Alta and Snowbird. The final link would require nothing more than dropping the boundary rope between Deer Valley's Empire Bowl and Park City's McConkey Bowl.

A seven-resort trail network would total around 18,000 skiable acres with 100 lifts. Compare that to the Trois Vallées in France: eight resorts, 64,500 skiable acres and 200 lifts. --Seth Masia

 

The historic battle over who owns the rights to the land under the lifts at Utah resort.

By Tom Parrott

The era of pioneering entrepreneurs bootstrapping their labor-of-love ski areas into existence through grit, persistence, and resilience has faded over the decades as a result of the natural economic evolution of a maturing industry. That era may be seen by future ski historians to have been emphatically capped by the litigation battle in the Summit County Utah District Court between two titans of the ski resort business, Vail Resorts and Powdr Corp., over the future of skiing at one of the sport’s crown jewels, Park City Mountain Resort (PCMR).

The issue is the expiration of leases signed in 1971 and 1975 that to date have allowed Powdr’s subsidiary, Greater Park City Company (GPCC), to use 85 percent of the total ski terrain at PCMR for its skiing operations. Vail would be the beneficiary of the expiration of the leases and has prevailed in court to date. If Powdr ultimately loses, Powdr will have lost the economic value of forty additional years of the now profoundly below-market rent—reported at a total of $155,000 per year as of 2011—that was provided in the 1970s leases. This price represents the entrepreneurial premium that was hard-earned by PCMR’s pioneers, a premium that is historically important in that it allowed Park City to get on its feet. This would close a chapter in the financial history of an important American ski resort and substitute financial arrangements reflecting the current-day return on investment demands of Wall Street.

In June 2014, the court entered an order evicting Powdr/GPCC from the disputed ski acreage at PCMR, and stayed that order to give the parties an opportunity to negotiate a settlement. As this article is published, Powdr and Vail are in court-ordered mediation, and because the parties have mutually requested an extension of the mediation to August 24, there is some indication that a settlement may be reached that will provide certainty that PCMR will be open for skiing in time for the 2014–15 season. If the mediation is not successful, the court will hold a hearing on August 27 on the size of the monetary bond that Powdr would be required to pay into the court in order for Powdr to continue its right to operate the resort while it is appealing the court’s rulings in favor of Vail. The size of that bond may force the issue for Powdr.

If Powdr is unwilling to post the bond once its magnitude is determined, or if Powdr otherwise decides not to pursue an appeal, or should Powdr appeal and lose, the expiration of Powdr’s lease rights to the disputed ski acreage would become final as a matter of law.

As for Vail, it has made a bold bet on the outcome of a lawsuit in pursuit of a significant prize in the expansion of its ski resort portfolio. Although Vail has enjoyed a 10.5 percent increase in its stock price since the court’s May 21 ruling (as of August 15, 2014), a loss by Vail on an appeal by Powdr could have a significant adverse effect on Vail’s market capitalization. The stakes are large for both companies.

 On May 21, 2014, the District Court issued its 82-page ruling explaining its reasoning that under the lease terms, Powdr/GPCC had failed to renew, and therefore has lost, its leases for the disputed ski acreage. Vail is Powdr’s adversary in the litigation by virtue of its lease rights in the ski acreage that it obtained from the current owner of that acreage, Talisker Corporation (through Talisker’s operating subsidiaries). Talisker is an international commercial and residential real estate development and management company that does not have a core competency in operating ski resorts.

If the court’s holdings stand, Vail Resorts will gain exclusive use of the disputed 85 percent of the PCMR ski acreage. In any event, Powdr/GPCC will continue to own a small amount of ski acreage at the base of the mountain, as well as the base area facilities, the parking areas, the resort’s water rights, its snowmaking and sewer infrastructure, and related intangible rights, including the trademark to Park City Mountain Resort. This is an untenable situation for both litigants in the long term, and an unsettling situation for the Park City community in the immediate future.

The court’s recitation of the undisputed facts of the case provides a succinct historical overview of the financial intricacies involved in the development and maturation of Park City.

The Original 1970s Leases

The root cause of the dispute is found in the financial terms struck by GPCC in the leases it was granted for the now-disputed ski acreage by the owner of the acreage at that time, United Park City Mines (UPCM). While the financial terms accurately reflected the daunting risks faced by ski area pioneers in the 1970s, those financial terms had become profoundly inconsistent (in Powdr/GPCC’s favor) with the economics of the ski resort industry by 2011. When Powdr/GPCC missed the deadline (due to a corporate oversight) and did not renew by the 2011 date given for renewal in the leases, Talisker saw its opportunity to terminate Powdr/GPCC’s leases, and the battle was joined. Hundreds of millions of dollars are at stake.

In 1971, GPCC acquired the fledgling Park City resort facilities and infrastructure, and at that time GPCC entered into a lease for use of the now-disputed ski acreage with UPCM, the predecessor to Talisker, which bought UPCM in 2003. A second lease in 1975 added additional ski acreage on substantially identical lease terms, dovetailing that lease’s terms with the tenancy created by the 1971 lease.

The 1971 lease was for 20 years ending on April 30, 1991, with one 20-year option renewable by GPCC. As a result of a 1975 restructuring involving multiple financing parties arising from the financial difficulties GPCC experienced during the early years of PCMR, the parties agreed to three 20-year extensions renewable by GPCC at its option, instead of just one. This meant that GPCC/ Powdr had the capacity to control the now-disputed ski acreage at PCMR until 2051.

The financial terms of the 1971 and 1975 leases clearly reflect the 1970s financial assessments of UPCM, which wanted to see some return on spent mining claims on land that was not reasonably suitable for purposes other than skiing, and GPCC, which was at substantial economic risk in a ski resort start-up in a not yet well-proven segment of the tourist market. The 1975 restructuring called for GPCC to pay UPCM annual rent of 1 percent of the first $100,000 of lift revenues, plus 0.5 percent of all additional lift revenues through April, 2011, and then 2 percent of the first $100,000 of lift revenues, plus 1 percent of all additional lift revenues, from 2011–2051. Over the decades, GPCC has invested some $98 million in improvements located on the disputed ski acreage—lifts, lodges, restaurants, trails.

In contrast, under its May 29, 2013 Lease with Talisker, Vail will pay a $25 million annual base rent, increased by inflation adjustments not less than 2 percent per year, plus an annual participating rent of 42 percent of “Resort Earnings” (before interest, taxes, depreciation, and amortization) over a threshold of $35 million per lease year. “Resort Earnings” include earnings from the Canyons Resort and any property acquired by Vail in Summit County, Utah, in connection with the combined Canyons/disputed PCMR ski acreage resort, and the lease expressly includes earnings from property or management rights acquired by Vail from Powdr/GPCC and their affiliates. The $35 million threshold will be increased annually by an inflation-adjusted index not less than 2 percent, plus a 10 percent upward adjustment for cumulative “Capital Expenditures” made by Vail from May 29, 2013 through the end of Vail’s accounting year that ends during the lease year for which that participating rent payment is due. “Capital Expenditures” would include the acquisition of any other businesses, land, or business assets intended for use in connection with the combined Canyons/disputed PCMR ski acreage operation, which clearly contemplates Vail’s potential acquisition of all or part of the Powdr/GPCC assets at the PCMR base and related intangible rights. Vail is granted the right to all rents due and awarded from Powdr/GPCC on the disputed ski acreage, regardless of whether the litigation results in a determination that the Powdr/GPCC lease have expired. Those rents would be included in “Resort Earnings” for purposes of computing the participating rent.

(Vail’s Form 8-K filed with the SEC describing the transaction can be found on the SEC’s EDGAR website at http://www.sec.gov/Archives/edgar/data/812011/000110465913045415/a13-13329_18k.htm. The full text of the Lease may be found at http://www.sec.gov/Archives/edgar/data/812011/000110465913045415/a13-13329_1ex10d1.htm.)

The Current Lawsuit

The dispute between Talisker, and now Vail, and Powdr/GPCC had its beginning in 2011. Under the leases, Powdr/GPCC was required to give written notice to Talisker on or before March 1, 2011 in order to extend the leases beyond April 30, 2011. It was not until April 29, 2011 that Powdr/GPCC realized that they had not sent a renewal notice. Powdr/GPCC, after a short but intense investigation of the facts, sent a confirmation of lease renewal to Talisker on May 2, 2011, two months and two days late. The court’s finding was, in essence, that Powdr had never effectively designated a person or persons to be responsible for the renewal notice, or set up a process for renewal. The CEO of Powdr testified that “GPCC did not have a tickler system to keep track of whether or when the Leases needed to be renewed.”

As remarkably, given the profound financial implications of the below-market leases as of 2011, Talisker did not have an employee specifically responsible for tracking whether a lease renewal was timely given. Talisker simply filed Powdr’s May 2, 2011 renewal confirmation, and it was not until late December, 2011 that a Talisker employee realized for the first time that written notice of extension had not been timely sent. By letter of December 30, 2011, Talisker informed Powdr/GPCC that the required notice of extension had not been timely provided. The Talisker lawsuit was filed in March, 2012. Thereafter, Talisker demanded higher rent from Powdr/GPCC, which Powdr/GPCC declined to pay.

In August 2012, Vail Resorts first communicated with Talisker about a possible acquisition or lease of the Canyons Resort next door to PCMR, as well as of the disputed ski acreage at PCMR. The May 2013 Vail-Talisker transaction gives Vail a 50-year lease to the Canyons and the disputed PCMR ski acreage with six 50-year renewal terms, for a potential total of 350 years. In that transaction, the parties agreed that if Talisker prevails in the lawsuit, the disputed ski acreage at PCMR would be added to the Vail lease. The transaction also gave Vail full rights to control the ongoing litigation with Powdr/GPCC. Even if Powdr/GPCC should ultimately prevail in the litigation, the Vail-Talisker transaction stipulates that Vail’s lease rights will become effective upon expiration of Powdr/GPCC’s lease and will be in force for the remainder of the 350-year potential term of Vail’s lease.

In its May 21, 2014 decision, the court decided that under Utah law, “strict compliance” with lease renewal provisions is required, not “substantial compliance” as argued by Powdr/GPCC. In broad terms, Powdr/GPCC asserted that substantial compliance should be sufficient given the effect of non-renewal on the multiple parties involved and the “enormous public consequences.” The court ruled that the proper legal analysis must be based on examination of the leases’ renewal provisions, and that Powdr/GPCC had not met the lease terms and related legal standard for effective renewal.

The court’s ruling is based on facts the court has determined are not in dispute between the parties, and on its interpretation of controlling Utah law. Given the stakes, Powdr/GPCC are highly motivated to appeal once the District Court litigation is final, in which case the Utah Supreme Court’s view of the facts and law involved will ultimately determine the litigants’ fates. That court is not bound in any material part by the decision rendered by the District Court. But during the time the case is on appeal, Powdr/GPCC would have to risk the treble rent damages plus attorneys’ fees that Utah landlord-tenant law provides in the event of tenant holdovers; hence the significance of the District Court’s upcoming ruling on the size of the bond described above—as an early indication of the extent of the risk Powdr would have to take as a condition of pursuing an appeal.

A thorough and balanced analysis of the business risks and issues in the litigation can be found at http://www.forbes.com/sites/danielfisher/2014/08/13/14505/. Further developments may be followed by setting your Google Alerts to “Vail Park City.”

Tom Parrott is an ISHA member and a corporate and mergers and acquisitions attorney in McLean, Virginia.

Photo by Rudi Riet.

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Richard Allen has been hunting out old ski gear, skiwear, posters and patches since childhood. The collection grew into a business, Vintage Ski World, based in Aspen and Carbondale, Colo. Today, Allen owns about 800 pairs of skis, dating back to the 1890s, plus boots, bindings, poles and parkas.

There’s no ski-swap junk in this collection – it’s all of historical significance. Most of the skis are suitable for “decor” sale: handsomely finished wooden skis it near-perfect shape, found in an attic but destined to decorate a luxurious home at some ritzy resort. But many items have a real story to tell. Allen has inherited gear from Steve Knowlton, Sigmund Ruud and even Charlie Proctor. He has a pair of the innovative Clement aluminum ski from Canada, a set of hinged steel Bilgeri bindings from WWI, and a gleaming pair of Hvam release bindings – unused, in the original box. He even has a pair of early Scott poles – engraved for use by Buddy Werner. The warehouse archives the commercial history of the sport. Ski brands are Strand, Lund, Northland, Eriksen, J.C. Higgins, Dartmouth, Paris Ball, Flexible Flyer, Macy’s, Bancroft, Tey, Dow, Vogg, Allais, Mitchell-Rossignol, Dynamic and Aluflex; there are signature-model skis from Toni Matt and Friedl Pfeiffer.

Now Allen wants to retire. He wants to sell the collection and the business. The package could include his mountainside home, on five acres of sundrenched ranchland above Carbondale – the complex houses the cream of the collection ski collection, the poster inventory and the Vintage Ski World office. If you’ve dreamed of running your own business in the Colorado Rockies – without paying rent on commercial resort property – call him: 970-963-9025. --Seth Masia

Richard Allen
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Tom Parrott

The historic battle over who owns the rights to the land under the lifts at Utah resort.

The era of pioneering entrepreneurs bootstrapping their labor-of-love ski areas into existence through grit, persistence, and resilience has faded over the decades as a result of the natural economic evolution of a maturing industry. That era may be seen by future ski historians to have been emphatically capped by the litigation battle in the Summit County Utah District Court between two titans of the ski resort business, Vail Resorts and Powdr Corp., over the future of skiing at one of the sport’s crown jewels, Park City Mountain Resort (PCMR).

The issue is the expiration of leases signed in 1971 and 1975 that to date have allowed Powdr’s subsidiary, Greater Park City Company (GPCC), to use 85 percent of the total ski terrain at PCMR for its skiing operations. Vail would be the beneficiary of the expiration of the leases and has prevailed in court to date. If Powdr ultimately loses, Powdr will have lost the economic value of forty additional years of the now profoundly below-market rent—reported at a total of $155,000 per year as of 2011—that was provided in the 1970s leases. This price represents the entrepreneurial premium that was hard-earned by PCMR’s pioneers, a premium that is historically important in that it allowed Park City to get on its feet. This would close a chapter in the financial history of an important American ski resort and substitute financial arrangements reflecting the current-day return on investment demands of Wall Street.

In June 2014, the court entered an order evicting Powdr/GPCC from the disputed ski acreage at PCMR, and stayed that order to give the parties an opportunity to negotiate a settlement. As this article is published, Powdr and Vail are in court-ordered mediation, and because the parties have mutually requested an extension of the mediation to August 24, there is some indication that a settlement may be reached that will provide certainty that PCMR will be open for skiing in time for the 2014–15 season. If the mediation is not successful, the court will hold a hearing on August 27 on the size of the monetary bond that Powdr would be required to pay into the court in order for Powdr to continue its right to operate the resort while it is appealing the court’s rulings in favor of Vail. The size of that bond may force the issue for Powdr.

If Powdr is unwilling to post the bond once its magnitude is determined, or if Powdr otherwise decides not to pursue an appeal, or should Powdr appeal and lose, the expiration of Powdr’s lease rights to the disputed ski acreage would become final as a matter of law.

As for Vail, it has made a bold bet on the outcome of a lawsuit in pursuit of a significant prize in the expansion of its ski resort portfolio. Although Vail has enjoyed a 10.5 percent increase in its stock price since the court’s May 21 ruling (as of August 15, 2014), a loss by Vail on an appeal by Powdr could have a significant adverse effect on Vail’s market capitalization. The stakes are large for both companies.

 On May 21, 2014, the District Court issued its 82-page ruling explaining its reasoning that under the lease terms, Powdr/GPCC had failed to renew, and therefore has lost, its leases for the disputed ski acreage. Vail is Powdr’s adversary in the litigation by virtue of its lease rights in the ski acreage that it obtained from the current owner of that acreage, Talisker Corporation (through Talisker’s operating subsidiaries). Talisker is an international commercial and residential real estate development and management company that does not have a core competency in operating ski resorts.

If the court’s holdings stand, Vail Resorts will gain exclusive use of the disputed 85 percent of the PCMR ski acreage. In any event, Powdr/GPCC will continue to own a small amount of ski acreage at the base of the mountain, as well as the base area facilities, the parking areas, the resort’s water rights, its snowmaking and sewer infrastructure, and related intangible rights, including the trademark to Park City Mountain Resort. This is an untenable situation for both litigants in the long term, and an unsettling situation for the Park City community in the immediate future.

The court’s recitation of the undisputed facts of the case provides a succinct historical overview of the financial intricacies involved in the development and maturation of Park City.

The Original 1970s Leases

The root cause of the dispute is found in the financial terms struck by GPCC in the leases it was granted for the now-disputed ski acreage by the owner of the acreage at that time, United Park City Mines (UPCM). While the financial terms accurately reflected the daunting risks faced by ski area pioneers in the 1970s, those financial terms had become profoundly inconsistent (in Powdr/GPCC’s favor) with the economics of the ski resort industry by 2011. When Powdr/GPCC missed the deadline (due to a corporate oversight) and did not renew by the 2011 date given for renewal in the leases, Talisker saw its opportunity to terminate Powdr/GPCC’s leases, and the battle was joined. Hundreds of millions of dollars are at stake.

In 1971, GPCC acquired the fledgling Park City resort facilities and infrastructure, and at that time GPCC entered into a lease for use of the now-disputed ski acreage with UPCM, the predecessor to Talisker, which bought UPCM in 2003. A second lease in 1975 added additional ski acreage on substantially identical lease terms, dovetailing that lease’s terms with the tenancy created by the 1971 lease.

The 1971 lease was for 20 years ending on April 30, 1991, with one 20-year option renewable by GPCC. As a result of a 1975 restructuring involving multiple financing parties arising from the financial difficulties GPCC experienced during the early years of PCMR, the parties agreed to three 20-year extensions renewable by GPCC at its option, instead of just one. This meant that GPCC/ Powdr had the capacity to control the now-disputed ski acreage at PCMR until 2051.

The financial terms of the 1971 and 1975 leases clearly reflect the 1970s financial assessments of UPCM, which wanted to see some return on spent mining claims on land that was not reasonably suitable for purposes other than skiing, and GPCC, which was at substantial economic risk in a ski resort start-up in a not yet well-proven segment of the tourist market. The 1975 restructuring called for GPCC to pay UPCM annual rent of 1 percent of the first $100,000 of lift revenues, plus 0.5 percent of all additional lift revenues through April, 2011, and then 2 percent of the first $100,000 of lift revenues, plus 1 percent of all additional lift revenues, from 2011–2051. Over the decades, GPCC has invested some $98 million in improvements located on the disputed ski acreage—lifts, lodges, restaurants, trails.

In contrast, under its May 29, 2013 Lease with Talisker, Vail will pay a $25 million annual base rent, increased by inflation adjustments not less than 2 percent per year, plus an annual participating rent of 42 percent of “Resort Earnings” (before interest, taxes, depreciation, and amortization) over a threshold of $35 million per lease year. “Resort Earnings” include earnings from the Canyons Resort and any property acquired by Vail in Summit County, Utah, in connection with the combined Canyons/disputed PCMR ski acreage resort, and the lease expressly includes earnings from property or management rights acquired by Vail from Powdr/GPCC and their affiliates. The $35 million threshold will be increased annually by an inflation-adjusted index not less than 2 percent, plus a 10 percent upward adjustment for cumulative “Capital Expenditures” made by Vail from May 29, 2013 through the end of Vail’s accounting year that ends during the lease year for which that participating rent payment is due. “Capital Expenditures” would include the acquisition of any other businesses, land, or business assets intended for use in connection with the combined Canyons/disputed PCMR ski acreage operation, which clearly contemplates Vail’s potential acquisition of all or part of the Powdr/GPCC assets at the PCMR base and related intangible rights. Vail is granted the right to all rents due and awarded from Powdr/GPCC on the disputed ski acreage, regardless of whether the litigation results in a determination that the Powdr/GPCC lease have expired. Those rents would be included in “Resort Earnings” for purposes of computing the participating rent.

(Vail’s Form 8-K filed with the SEC describing the transaction can be found on the SEC’s EDGAR website at http://www.sec.gov/Archives/edgar/data/812011/000110465913045415/a13-13329_18k.htm. The full text of the Lease may be found at http://www.sec.gov/Archives/edgar/data/812011/000110465913045415/a13-13329_1ex10d1.htm.)

The Current Lawsuit

The dispute between Talisker, and now Vail, and Powdr/GPCC had its beginning in 2011. Under the leases, Powdr/GPCC was required to give written notice to Talisker on or before March 1, 2011 in order to extend the leases beyond April 30, 2011. It was not until April 29, 2011 that Powdr/GPCC realized that they had not sent a renewal notice. Powdr/GPCC, after a short but intense investigation of the facts, sent a confirmation of lease renewal to Talisker on May 2, 2011, two months and two days late. The court’s finding was, in essence, that Powdr had never effectively designated a person or persons to be responsible for the renewal notice, or set up a process for renewal. The CEO of Powdr testified that “GPCC did not have a tickler system to keep track of whether or when the Leases needed to be renewed.”

As remarkably, given the profound financial implications of the below-market leases as of 2011, Talisker did not have an employee specifically responsible for tracking whether a lease renewal was timely given. Talisker simply filed Powdr’s May 2, 2011 renewal confirmation, and it was not until late December, 2011 that a Talisker employee realized for the first time that written notice of extension had not been timely sent. By letter of December 30, 2011, Talisker informed Powdr/GPCC that the required notice of extension had not been timely provided. The Talisker lawsuit was filed in March, 2012. Thereafter, Talisker demanded higher rent from Powdr/GPCC, which Powdr/GPCC declined to pay.

In August 2012, Vail Resorts first communicated with Talisker about a possible acquisition or lease of the Canyons Resort next door to PCMR, as well as of the disputed ski acreage at PCMR. The May 2013 Vail-Talisker transaction gives Vail a 50-year lease to the Canyons and the disputed PCMR ski acreage with six 50-year renewal terms, for a potential total of 350 years. In that transaction, the parties agreed that if Talisker prevails in the lawsuit, the disputed ski acreage at PCMR would be added to the Vail lease. The transaction also gave Vail full rights to control the ongoing litigation with Powdr/GPCC. Even if Powdr/GPCC should ultimately prevail in the litigation, the Vail-Talisker transaction stipulates that Vail’s lease rights will become effective upon expiration of Powdr/GPCC’s lease and will be in force for the remainder of the 350-year potential term of Vail’s lease.

In its May 21, 2014 decision, the court decided that under Utah law, “strict compliance” with lease renewal provisions is required, not “substantial compliance” as argued by Powdr/GPCC. In broad terms, Powdr/GPCC asserted that substantial compliance should be sufficient given the effect of non-renewal on the multiple parties involved and the “enormous public consequences.” The court ruled that the proper legal analysis must be based on examination of the leases’ renewal provisions, and that Powdr/GPCC had not met the lease terms and related legal standard for effective renewal.

The court’s ruling is based on facts the court has determined are not in dispute between the parties, and on its interpretation of controlling Utah law. Given the stakes, Powdr/GPCC are highly motivated to appeal once the District Court litigation is final, in which case the Utah Supreme Court’s view of the facts and law involved will ultimately determine the litigants’ fates. That court is not bound in any material part by the decision rendered by the District Court. But during the time the case is on appeal, Powdr/GPCC would have to risk the treble rent damages plus attorneys’ fees that Utah landlord-tenant law provides in the event of tenant holdovers; hence the significance of the District Court’s upcoming ruling on the size of the bond described above—as an early indication of the extent of the risk Powdr would have to take as a condition of pursuing an appeal.

A thorough and balanced analysis of the business risks and issues in the litigation can be found at http://www.forbes.com/sites/danielfisher/2014/08/13/14505/. Further developments may be followed by setting your Google Alerts to “Vail Park City.”

Tom Parrott is an ISHA member and a corporate and mergers and acquisitions attorney in McLean, Virginia.

Photo by Rudi Riet.

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Wed, 08/17/2022 - 1:32 PM

After 60 years in the Valley, the founding family moves on.

The Blake family has sold Taos Ski Valley to hedge fund billionaire Louis Moore Bacon.  Bacon has already acquired the three acres of land at the heart of the village upon which he will build about 14,000 square feet of new service facilities, plus a condominium tower. Under a new Forest Service-approved master plan, Bacon will construct the new Kachina high-speed quad this summer, plus two more over the next five years.

In a press release, Taos CEO Mickey Blake, son of the founders Ernie and Rhoda Blake (photo above), said “Louis and his team have been true partners for many years and have played collaborative roles in the vision our family has for the ski valley, the base area redevelopment and the on-mountain improvements. Based on our relationship and his track record for conservation, our family approached Louis about purchasing Taos Ski Valley. We believe Louis is the right person to ensure a viable future for the ski valley and that his ownership will be beneficial to our employees, Taos' residents and guests. We are pleased he was interested in our proposal and we look forward to working together on the transition."

The press release noted that all current employees will stay on, and the Blake family will retain a seat on the Board of Directors. But according to marketing director Adrianna Blake, the family plans to move on, leaving the Valley after six decades. COO Gordon Briner replaces Mickey Blake as CEO.

Bacon, 55, has owned property in Taos Ski Valley since 1996.  A 1979 graduate of Middlebury College (majoring in American literature), he went on to earn an MBA at Columbia (he lost money investing his student loan funds). After working a variety of Wall Street jobs, in 1990 he used a $25,000 inheritance from his mother to found Moore Capital Management, now with $15 billion under management. Bacon’s wealth is estimated at about $1.6 billion.

Bacon has been an enthusiastic conservationist, protecting land on Long Island, N.Y., in northern New Mexico, and on a couple of large ranches in Colorado. In 1996 he bought the 20,000-acre Tercio Ranch in Las Animas County, Colo., and in 2007 bought the 172,000 acre Trinchera Blanca Ranch, at the head of the San Luis Valley, from Malcom Forbes. Bacon, with his six kids, reportedly skis on the land, using snowmobiles for uphill transport.

In 2011, Bacon fought to prevent construction of a transmission line to carry solar power from the San Luis Valley to the Denver-area; the campaign pitted clean-power advocates against large landowners. After Moore Capital invested $55 million in Xcel Energy, the utility company terminated the transmission line project. In 2012, in separate agreements with the U.S. Fish and Wildlife Service, Bacon placed the Trinchera and Tercio properties into perpetual conservation easements, the largest ever concluded with the USFWS.

At the same time the Taos purchase was announced, Bacon (a Republican and Mitt Romney supporter) partnered with U.S. Secretary of the Interior Ken Salazar (a Democrat and native of the San Luis Valley) in forming a conservation political action committee.  –Seth Masia

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Seth Masia

In 1977, a fake sheik fooled the crowds — and the press — at Winter Park.

In the winter of 1977, a pro-am charity race atWinter Park,Colorado, made international headlines for its unexpected celebrity competitor. It wasn’t Ingemar Stenmark, who dominated the World Cup season. It was Sheik Abdul Haddad, who swept through the slalom gates atWinter Park, robes and burnoose flapping, and captured his fifteen minutes of fame.

Clint Eastwood, Olympian Bruce Jenner, and Sheik Abdul Haddad

Sheik Abdul showed up unannounced to compete in the Pro-Am charity race held during the First of Denver Pro Race weekend. The fundraiser supported Hal O’Leary’s innovative Winter Park Handicapped Program. The sheik was placed on the team captained by pro racer Jake Hoeschler (who was also director of skiing atWinter Park), with Heisman Trophy-winning football player Doak Walker and Andy Love, son of former Colorado Governor John Arthur Love. As the sheik flapped and fluttered across the finish line, the press corps clustered around him. The sheik was a sensation: in the aftermath of the OPEC crisis, the very idea of an oil sheik carried the aura of vast wealth and veiled threat. The press wanted pictures, and quotes. All the VIPs wanted to meet him. The sheik’s bodyguard and translator intervened, explaining that Haddad spoke no English.

It turned out he spoke no Arabic, either. When photos and stories about the skiing sheik went out over the AP and UPI wires people inDuluth,Minn., chuckled. Color photos of Sheik Abdul made the papers inParis, Moscow and Tokyo. But the Duluth papers quickly identified him as George S. Haddad, 56, owner of the Haddad Family Shoe Store and of Lebanese descent. The shoe store was located a few doors up from the Continental Ski Shop, where George was a frequent customer. He was also a well-known figure at Lutsen and other local ski areas, where he often skied in his “Arab” robes, no doubt avoiding entanglement in rope tows. The robes had been sewn by his wife, Dorothy Marie Haddad. Haddad even owned a U.S. patent on a bit of ski equipment he had designed: a retractable crampon to help a skier climb.

When the Duluth papers had their say, the story unwound. Hoeschler had arranged for Gerald Ford, Ethel Kennedy and Clint Eastwood to ski in the Pro-Am, but when Winter Park shifted the dates, Ford and Kennedy cancelled in favor of previous obligations.

Jake Hoeschler, George Haddad and "translator" George Abdullah

A few days of panic ensued, and then Hoeschler, passing through Continental Ski Shop, spotted a poster of Haddad skiing inAspen, robes and all. If he couldn’t get an ex-president onto Eastwood’s team, Hoeschler figured he could get a sheik.

And so, with the complicity of Winter Park President Gerry Groswold, Sheik Haddad arrived at Winter Park in a limousine. He came with a bodyguard in the person of Jim Bach of the Continental Ski Shop, and with translator George Abdullah, who taught at Drake University in Iowa. Haddad later claimed he was scared to run the course: With oil prices so high, he was afraid “some fanatic” might take a shot at him.

When the Duluth papers broke the story of the hoax, officials at AP and UPI were furious. UPI, in particular, had been burned in 1976 when Vail sent them a photo of a blizzard that had been taken two years earlier. They felt that the reputation of the press was at stake. But no one from any of the papers or wire services had bothered to fact-check any of the “oil sheik” stories.

The fallout for Hal O’Leary’s program was spectacular. People around the world saw the story and felt inspired to send checks to the handicapped ski team. “We raised 20 times as much over the course of the year as we had ever done before,” O’Leary told Hoeschler.

Haddad went back to his shoe store, and to Lutsen, where he was now a local hero. Hoeschler ran out his contract with Winter Park and returned to his law practice in Minneapolis.

A year passed. Ingemar Stenmark won the World Cup Championship for his third and last time. Groswold invited Haddad, and Hoeschler, back to Winter Park for the Pro-Am. And Dorothy Marie sewed up a new set of robes, edged in gold.

Today, of course, skiing sheiks are a dime a dozen. They all own homes in Aspen. But there’s not a burnoose to be seen: they wear Bogner.

This story appears in the May-June 2013 issue of Skiing History magazine. To read more of Skiing History, subscribe today.

 

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