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8-K - Secure America Acquisition CORP | v196381_8k.htm |
September
2010
Member
Update
CONFIDENTIAL
September
9, 2010
THIS
SEPTEMBER 2010 MEMBER UPDATE AND ALL OF ITS CONTENTS ARE CONFIDENTIAL
INFORMATION AS DEFINED IN YOUR CLUB MEMBERSHIP AGREEMENT. ANY DISCLOSURE
OF ANY OF ITS CONTENTS, INCLUDING WITHOUT LIMITATION, POSTINGS ON INTERNET
FORUMS, BLOGS, OR WEBSITES, IS STRICTLY PROHIBITED. PENALTIES FOR
VIOLATION INCLUDE TERMINATION OF YOUR MEMBERSHIP. BY ACCEPTING DELIVERY OF
THIS SEPTEMBER 2010 MEMBER UPDATE, YOU AGREE TO THE FOREGOING AND AGREE NOT TO
DUPLICATE IT OR TO FURNISH COPIES OF THIS SEPTEMBER 2010 MEMBER UPDATE, IN WHOLE
OR IN PART, TO ANY THIRD PARTY.
THIS
SEPTEMBER 2010 MEMBER UPDATE INCLUDES CERTAIN STATEMENTS AND ESTIMATES PROVIDED
BY THE CLUB WITH RESPECT TO THE COMPANY’S ANTICIPATED FUTURE PERFORMANCE, AND
SUCH STATEMENTS AND ESTIMATES REFLECT VARIOUS ASSUMPTIONS BY THE CLUB CONCERNING
ANTICIPATED RESULTS, WHICH ASSUMPTIONS MAY OR MAY NOT PROVE TO BE CORRECT. NO
REPRESENTATIONS ARE MADE AS TO THE ACCURACY OF SUCH STATEMENTS OR ESTIMATES.
THERE CAN BE NO ASSURANCE THAT THE CLUB WILL ACHIEVE ITS
OBJECTIVES.
Page
1 of 13
Ultimate
Escapes September 2010 Member
Update CONFIDENTIAL
September
9, 2010
Dear
Members,
Let
me start off with the bad news - the Club finds itself with little cash and
operating under a Forbearance Agreement with our primary secured lender
CapitalSource, as a result of being in default of our loan agreement.
CapitalSource is currently providing the Club with very limited funding and time
to restructure and recapitalize our business, either on a standalone basis, as
part of a merger with another Club, real estate firm or hospitality company, or
through a sale of the Club to an acquirer. As no such plan has yet to
materialize, it is now increasingly likely that any of these options will be
done in a process under bankruptcy protection, and such filing, subject to an
affirmative vote of a Special Committee of the Board of Directors, could happen
as early as Monday September 13, 2010.
As many
of you know, the destination club industry is very capital intensive. Lack of
capital has been one of the major factors contributing to over a dozen
undercapitalized destination clubs either going out of business over the last
few years or merging with larger, financially stronger clubs. As a result, the
larger destination clubs operating in today’s market have needed to continue to
raise new capital on a regular basis to fund Club growth, as well as cover
operating losses. As an example, in late 2009, Exclusive Resorts (ER) announced
a major annual dues increase imposed on over 3,000 ER members, and on February
16, 2010, Exclusive Resorts announced their largest shareholder, Steve Case, is
leading a $20 million round of new equity financing to further strengthen
Exclusive Resorts' financial position.
While
Ultimate Escapes has successfully raised about $40 million of capital since
inception, we only raised about $10 million of new equity when the Club went
public via a SPAC transaction in October 2009, and we had to postpone our $20
Million February 2010 Secondary Offering due to poor market conditions in late
February when the broader stock market dropped more than 7% from mid-January to
mid-February, resulting in most IPOs and Secondary Offerings during that time
being pulled, downsized or postponed.
Page 2
of 13
Ultimate
Escapes September 2010 Member
Update CONFIDENTIAL
Ultimate Escapes Hires
CRO
As a
condition precedent to the Forbearance Agreement with CapitalSource, the Club
has retained Sheon Karol, a Partner of CRG Partners Group, LLC (CRG) to serve as our
Chief Restructuring Officer (CRO). The CRO provides financial,
operational and other advice to the Club. Under the Forbearance
Agreement, the Club is required to continue to employ an officer or principal of
a nationally recognized restructuring firm to serve in the capacity of Chief
Restructuring Officer, and to cause such person to perform certain specified
duties, including creating and implementing an operating strategy designed to
optimize cash flow from operations, formulating and directing the process for
any potential sale and/or merger of the Club, as well as leading restructuring
initiatives, formulating and directing an asset disposition process, including
the sale of certain specified Club properties, and evaluating and recommending
the retention of any professionals, including an investment banker and/or real
estate broker, to assist in accomplishing these
objectives.
Our
mission is to continue to provide you and your family the vacation of a
lifetime, every time for decades to come. Now, more than ever, we call
upon you and all our stakeholders to support our mission and embrace the vision
for your Club.
Expense Cuts, Salary Cuts
and Staff Reductions
To help
reduce operating costs and demonstrate our total commitment to the Club, the entire management team
and staff of the Club continue to make significant financial sacrifices.
Over the last 30 days, the Club closed our Ft. Collins office, terminating 20
full-time staff members and also implementing substantial salary cuts for other
remaining staff members, with the highest salary cuts taken by Club management.
The result is a reduction of total annual staff costs by over 40%. Our CEO (Jim
Tousignant) & Chairman (Rich Keith) are currently receiving no salary, and
are willing to modify their current employment agreements with the Club to only
receive 50% of their normal salary until the Club becomes cash flow breakeven.
All other senior Club executives have also agreed to 20-50% salary
reductions.
While
cuts are important to reduce costs, our highest priority is
maintaining Member services. Fortunately, none of these staff cuts or
salary reductions have generally affected our Members, nor have they generally
impacted Member Services or Local Host concierge services that we provide
Members. Although it’s difficult for the Club to layoff any employees, and
painfully hard on the employees let go, the Club has focused much effort on
substantially reducing both fixed and variable operating costs of the Club,
which were needed to keep our business financially sound and
healthy.
Page 3 of 13
Ultimate
Escapes September 2010 Member
Update CONFIDENTIAL
Current Financial Situation
Negatively Impacts Club
·
|
Forbearance
Agreement signed with CapitalSource
|
·
|
Cash
funding of business currently at CapitalSource
discretion
|
·
|
20
employees terminated, including closing of Ft. Collins
office
|
·
|
New
sales delayed for 30-60 days
|
·
|
Ability
to sell equity to third parties delayed by 30-60
days
|
·
|
Increased
professional fees (lawyers, CRO,
etc.)
|
·
|
Increased
A/P and accrued expenses:
|
o
|
Accrued
CapitalSource interest = $4.4 mil
|
o
|
Accrued
CapitalSource loan exit fee = $1.6 mil (due on April 30,
2011)
|
o
|
Other
accrued fees (professionals, HOA, property taxes, etc.) = $1.3
mil
|
o
|
A/P
= $3.5 mil ($1.5 mil professional fees and $2 mil other
payables)
|
·
|
Termination
of certain leases and seasonal
leases
|
·
|
Potential
loss of services in certain markets
|
Ultimate Escapes Actively
Working Strategic Alternatives
The Board
of Directors of the Company, including a restructuring committee consisting of
the three independent directors of the Company, are actively working with CRG to
effect an immediate process to solicit and review strategic alternatives
for the Company. These alternatives include attempting to find new
debt or equity financing for the Company, a sale of all or sustainably all
of the assets of the Company to a third party, or a merger with another
club. The possibility exists that the Company would find it advisable or would
be required to file a Bankruptcy in connection with certain of these
alternatives. While no assurance can be given that a plan acceptable to the
Lender will be completed before the end of the forbearance period, Club
management believes that the best value for all constituencies involved,
particularly our Club Members, will be realized by a program that involves the
continuation of the operation of the Club as a going concern. This
notice to members describes a plan whereby the Company would be
converted to a Club owned and controlled principally by its
members.
To date,
Ultimate Escapes, our Board of Directors and CRG have identified the following
as the alternatives most likely to acceptable to CapitalSource, and most readily
achievable within the time frame we have:
1.
|
Conversion
of Ultimate Escapes into Member-Owned
Club
|
2.
|
Annual
Dues Increase
|
3.
|
Merger
with another Club or with real estate or hospitality services
business
|
Page 4 of 13
Ultimate
Escapes September 2010 Member
Update CONFIDENTIAL
4.
|
Sale
of the Club to an acquirer, which could include another Club, strategic
buyer or financial buyer
|
5.
|
File
for Bankruptcy protection to effect a liquidation or in connection with
one of the alternatives above
|
Member
Webcast
Each of
the strategic alternatives under consideration are discussed briefly below and
included in this Member Update, and will be discussed in detail on a VERY
IMPORTANT Member Webcast that ALL MEMBERS should listen to ASAP. Members will
receive an email with links to access the Member Webcast, and Members will also
be able to access the Member Conference Call Webcast on the Ultimate Escapes
website and the Member-only Website. The
Member Webcast will be available for all Members to access beginning Thursday,
September 9th at 7pm
ET and will continue to be available for Members to access until Sunday,
September 12th at
11:59pm ET.
Member POLL (online and via
fax)
We are
also taking a VERY IMPORTANT Member POLL over the next few days to determine
interest in the Company moving forward with a plan to convert to a Member-Owned
Club. Please
participate in the Member POLL (both online or via fax of “Expression of
Interest”) ASAP and indicate whether or not you are supportive of a plan to
convert the Club to one where a majority of the equity interests will be owned
by Members, and where a majority of the Board of Directors will be elected by
the Members, which would be effectuated by a one-time assessment “conversion
fee” against the Members, that, together with certain previous
membership fees paid to the club, would, subject to compliance with applicable
securities laws, be converted into equity interests in the club.
Member
POLLING is scheduled online (and via fax of “Expression of Interest” form) from
Thursday, September 9th at 9pm ET until 11:59pm ET on Sunday, September
12th. POLL
results will be available on Monday, September 13th.
It being expressly
understood that by participating in the POLL now, you are NOT being asked to
vote to authorize any assessment, make a personal decision with
respect to any changes to your membership agreement or incur any obligation to
pay any Equity Club Conversion Fee (assessment) at this
time.
Time is
of the essence and we need to demonstrate to CapitalSource by late Sunday,
September 12, 2010 that a substantial number of our Members are supportive of a
plan to convert the Club to a Member-owned Club.
Page
5 of 13
Ultimate
Escapes September 2010 Member
Update CONFIDENTIAL
A Member
VOTE (to be taken later) requiring majority approval of Members would be needed
to approve any assessment and convert to a Member-owned Club. While
management believes it may be beneficial to conduct such conversion outside of
bankruptcy protection, the capital constraints being imposed upon the Club may
make it necessary that such conversion be implemented inside a Bankruptcy
proceeding. In such case, this option will be looked at by the
Company as against any and all available alternatives.
Alternative #1 - Conversion
to Member-Owned Club
We
believe converting the Club to a member-owned Club whether as part of or outside
of a bankruptcy proceeding makes sense, aligns stakeholder interests, provides
Members with majority ownership of Club, and could provide future upside
potential once the economy begins to recover. We believe CapitalSource is more
likely to continue to fund an operating plan (in or out of a bankruptcy
proceeding) if they believe conversion to a Member-owned Club is a viable option
that can be completed quickly.
The full
details of a plan to convert to a Member-owned Club will be presented ASAP (next
week) to all Members following the
Member POLL scheduled from Thursday, September 9th at 9pm ET until 11:59pm ET on
Sunday, September 12th. The Conversion Plan will include full detailed
operating budgets, and would be subject to approval of our lender. Members are
being asked NOW
to only provide an indication of interest and no decision to participate in any
plan to convert to a Member-owned Club is being required at this
time.
As
mentioned above, a conversion to a Member-owned Club, would require all Members
to pay a one-time assessment in the form of a “Equity Club Conversion
Fee.”
The Equity Club Conversion
Fee (at $15 Million Target) is expected to be follows:
·
|
$15,000
one-time conversion fee for Premiere Club
Members
|
·
|
$20,000
one-time conversion fee for Signature Club
Members
|
·
|
$25,000
one-time conversion fee for Elite Club
Members
|
The Equity Club Conversion
Fee (at $30 Million Target) is expected to be follows:
·
|
$30,000
one-time conversion fee for Premiere Club
Members
|
·
|
$40,000
one-time conversion fee for Signature Club
Members
|
·
|
$50,000
one-time conversion fee for Elite Club
Members
|
Subject
to securities law, Member’s who participate would convert their Equity Club
Conversion Fee and existing RAP amounts into common stock of Ultimate Escapes,
Inc. (OTCBB: “ULEI.OB”). A conversion to a Member-owned Club would align all
stakeholders interest, substantially improve the Club’s balance sheet as a
result of converting approximately $80 million of member RAP amounts () into
shares of the Club, and, assuming a modified loan agreement with
CapitalSource that would cure existing loan defaults, would allow the
Member-owned Club to operate on a standalone, cash flow positive basis. In this
scenario, described in more detail later in this Member Update, the Club Members
would own a majority of the Club and elect a majority of the Club’s Board of
Directors. Of course, this initiative would require the consent and
support of CapitalSource, and could be done outside of or in connection with a
Bankruptcy filing.
Page
6 of 13
Ultimate
Escapes September 2010 Member
Update CONFIDENTIAL
Alternative #2 - Annual Dues Increase
This
option assumes the Club raises approximately $15 million from a permanent annual dues
increase, effective immediately, rather than a one-time “Equity Club
Conversion Fee”. While this option may seem similar to the Equity Club
Conversion Fee approach, and would also likely solve working capital needs and
allow the Club to cure loan defaults and operate the Club on a standalone basis,
this option does not give Members any additional ownership interest or control
of the Club. To implement such option the Club would need to secure arrangements
with existing creditors to accept reduced payments over time. No
assurance can be given that such a plan would be successful The Club
considered various approaches to resolve our current working capital needs, and
settled on a one-time assessment in the form of an Equity Club Conversion Fee as
the most appropriate means to increase the Club’s working capital, reduce our
debt and successfully get through these difficult times. For example, the
Club considered a substantial permanent increase in annual dues, as is often
done in private clubs and was recently announced by other destination clubs like
Exclusive Resorts and Quintess. However, we felt that a permanent
increase in annual dues was not in the best interest of our Members or the Club
over the long-term, and would definitely cost Members much more in financial
terms than a one-time Conversion Fee.
Alternative #3 - Merger with
Another Club or Hospitality Firm
The
Company was in active negotiations for over 6 months to merge with another
club/hospitality entity and the Company is still engaged in such discussions
with this potential merger partner. Due diligence has been completed, but there
can be no assurance that any deal will be finalized or closed with this
potential merger partner.
Any
successful merger could potentially include a requirement by the merger partner
to modify or replace our current Club Membership Agreement, and could further
include charging Members new upfront fees and an increase in annual
dues.
The
Company and CRG are also in initial discussions with other potential merger
partners, but must make rapid progress for any of those discussions to lead to a
merger quickly. There can be no assurance that CapitalSource will give the
Company enough time to complete a merger. Even in a Bankruptcy
proceeding any such plan would need to be implemented within a very short
(potentially a 30 day period).
Page
7 of 13
Ultimate
Escapes September 2010 Member
Update CONFIDENTIAL
Alternative #4 - Sale or
Acquisition of Ultimate Escapes
Part of
CRG’s engagement by Ultimate Escapes is to explore the sale or acquisition of
the Company. To date, CRG has contacted over 200 qualified prospects.
More than two dozen firms have signed NDAs to enter into further discussions and
to have access to relevant documents and information, but we need to make rapid
progress for any of those alternative discussions to lead to a merger quickly.
There can be no assurance that CapitalSource will give the Company enough time
to complete a sale or acquisition. Again, even inside a proceeding,
such sale would need to take place within a very short (potentially a 30 day
period).
Alternative #5 - File for
Bankruptcy
While
bankruptcy filing is an outcome that stakeholders may want to avoid and which
has significant risks and costs, it may be necessary to complete some form of
transaction. If a Bankruptcy were to result in the liquidation of the Club’s
real estate assets, after the property sales and marketing costs, property
maintenance costs, administrative costs, and senior debt is paid, there may be NOTHING left
for members or other unsecured creditors, and lenders may potentially
lose many millions of dollars as well.
The
impact of a Bankruptcy on Members could potentially include financial losses,
the loss of all membership rights or some portion thereof, including all current
and future Club reservations and the loss of future travel experiences with
family and friends.
Our
timeframe with our lender is very tight. We have to make rapid progress on
pursuing options #1 (conversion to Member-owned Club), #2 (annual dues
increase), #3 (merge with another club/hospitality firm), or #4 (sell the
company).
Club
management would like to show CapitalSource that the potential exists for a plan
by Members that would be supported.
Conversion to Member-Owned
Club Makes Sense
We
believe converting the Club to a member-owned Club (inside or outside of a
bankruptcy proceeding) makes sense, aligns stakeholder interests, provides
Members with majority ownership of Club, and could provide future upside
potential once the economy begins to recover. Should the conversion to a
Member-owned Club be completed, all stakeholders’ interests would be aligned and
the Club would have the financial strength to operate the Club thru 2011 and
beyond, even with limited new membership sales.
Page
8 of 13
Ultimate
Escapes September 2010 Member
Update CONFIDENTIAL
There are many reasons that
Members should consider supporting an Equity Club Conversion Program,
including:
·
|
Preserving
your lifetime membership and continuing to enjoy great Club vacations for
many years to come with your family and
friends;
|
·
|
Preserving
your existing reservations;
|
·
|
Continuing
to book new reservations;
|
·
|
Providing
rights to become an equity owner of the
Club.
|
Potential to Re-list Shares
on NYSE Amex or NASDAQ
Conversion
could result in the Company receiving approximately $15 million of Member
conversion fees and, upon Members then converting up to $80 million of their
Member RAP into equity of the Club, could allow the Company to re-apply to list
the Company’s shares with either NYSE Amex or NASDAQ, including having a minimum
of 300 shareholders and positive shareholder equity. A reverse stock split may
also be needed to meet minimum share price tests for listing.
Completing
the conversion and having the Company’s shares re-listed on NYSE Amex or NASDAQ
would likely improve the market capitalization of the Company, increase the
number of shares outstanding, increase the float and liquidity of the Company’s
shares, and improve the Company’s ability to register shares in the future for a
secondary offering or relating to any Redemption Conversion Program associated
with the Equity Club Conversion Program.
Conversion
would allow the Company to continue future capital raising efforts, which if
completed, would provide the Club with additional working capital to pay down
debt further, strengthen the balance sheet and provide “piece of mind” to both
existing Club Members and prospective new Members in the future.
Process to Become
Member-Owned Club
A Member
POLL will be taken in the next few days (both online and via “Expression of
Interest” form submitted via fax) to determine interest in the Company moving
forward with a plan to convert to Member-Owned Club. A Member VOTE (to be taken
later) requiring majority approval of Members would be needed to approve any
assessment and convert to a Member-owned Club.
One
method to convert our Club to a Member-owned Club
would require a majority of our active Members voting YES (to be taken later) to
proceed with a mandatory assessment which will include a right to convert their
Equity Club Conversion Fee and existing RAP amounts into common stock of
Ultimate Escapes, Inc At closing of any conversion, the Board of
Directors of the Club would have 7 Board Members, with 4 Board Members appointed
by Club Members and 3 Board Members appointed by current shareholders. The
majority of Directors must be “Independent Directors” as defined by the
SEC.
Page
9 of 13
Ultimate
Escapes September 2010 Member
Update CONFIDENTIAL
All
Members would need to pay the Equity Club Conversion Fee and sign an amendment
to their Membership Agreement to have the right to participate in a Redemption
Conversion Program to convert the Equity Club Conversion Fee and up to 100% of
each Member’s outstanding RAP amount into restricted stock at $3.97 per share
(up to $80 Million Maximum RAP Conversion (assuming a $15 million assessment and
$95 million assuming a $30 million assessment)), subject to compliance with
applicable securities laws.
Conversion will Require
Changes to Club Membership Agreement
As part
of the conversion process, Members would need to sign an amendment to the
Membership Agreement that provides for certain changes relating to the Equity
Club Conversion Program, and the amendment would be sent to all Members prior to
any VOTE.
Acceleration of October 2009
Redemption Conversion Program (2009 RCP) Shares
For
Members who participated in the October 2009 Redemption Conversion Program (2009
RCP) as part of the SPAC transaction, the Club will immediately accelerate all
unvested shares as of September 30, 2010. As previously provided in the 2009 RCP
agreement, all shares relating to the 2009 RCP would have vested 25% during each
6 month period (24 month total vesting period). Now all shares in the 2009 RCP
will vest immediately on September 30, 2010, and such shares will become freely
tradeable under Rule 144.
Members Would Own Majority
of Club After Conversion
After a
conversion, Club Members would own a majority of the Club, with current
shareholders owning a minority of the Club. This assumes approximately $80
million of Member RAP amount is converted into shares at closing at fixed price
which management suggests should be $3.97 per share (50% of the SPAC $7.94 per
share price at provided in 2009 RCP agreement). This also assumes that Ultimate
Resort Holdings, LLC converts its $10 million 2nd mortgage and note to shares at
the same conversion price of $3.97 per share. The combination of a potentially
more favorable loan agreement with CapitalSource, substantial cash generated
from member conversion fees, combined with a substantial reduction of up to $90
million of total secured and unsecured debt from the Club’s balance sheet, would
substantially increase our working capital while substantially reducing overall
debt and loan mortgage interest costs. All this, in combination with a Club that
has already reduced operating costs substantially, should allow the Club to
operate in the future at a cash breakeven or better basis going forward, leading
to a Member-owned Club that is sustainable long-term. Please keep in
mind that CapitalSource has not yet approved this plan. It is
management’s hope that with the support of the Members the Company will be able
to present this as a viable option.
Page
10 of 13
Ultimate
Escapes September 2010 Member
Update CONFIDENTIAL
Success Requires Shared
Sacrifice from All Stakeholders
Members
·
|
If
Club converts to Member-owned Club, all Members pay one-time Equity Club
Conversion Fee or they will lose their rights as members and their ability
to continue to travel.
|
Shareholders
·
|
$40
mil of capital already invested to date, including $10 mil invested by
Members in October 2009 SPAC deal would be substantially
diluted
|
·
|
Members
would elect a majority of the Board of
Directors
|
Employees
·
|
20
employees terminated in last 30 days and Ft. Collins office
closed
|
·
|
CEO
& Chairman currently receiving no salary; 50% salary reduction after
closing until Club becomes cash flow breakeven (subject to re-negotiation
of current employment agreements)
|
·
|
Other
Senior Club Executives: 20-50% salary
reductions
|
Lenders
·
|
CapitalSource
funding forbearance and willing to modify loan agreement more favorable to
Club
|
·
|
URH
would convert at closing existing $10 million 2nd mortgage to stock at
$3.97/share
|
Member Communication
Plan
·
|
September
2010 Member Update (this
document)
|
·
|
September
9-12, 2010: Member Conference Call Webcast available for Members to
access online
|
·
|
Equity
Club Conversion Program FAQs
|
·
|
Email
- effective immediately, you can email conversion@ultimateescapes.com
to ask your questions and provide any comments at your convenience, 24
hours a day, 7 days a week. Using this email repository will enable us to
categorize and group Member questions so that they can be answered
efficiently and thoroughly.
|
From a
practical standpoint, it would be nearly impossible to effectively communicate
one-on-one via telephone or email with all Members over the next few days, which
is why reading this Member
Update and listening to the Member Conference Call Webcast
over the next few days is VERY
IMPORTANT. Our chief aim to ensure that all Members have a full
understanding and appreciation of the need for the conversion to a Member-owned
Club and how such an action will benefit you and your family and be instrumental
toward the preservation of your Club lifestyle and travel plans.
Page
11 of 13
Ultimate
Escapes September 2010 Member
Update CONFIDENTIAL
We Need Your
Commitment
ALL
Members should actively support the Equity Club Conversion Program primarily out
of personal self interest, including:
·
|
Preserving
your lifetime membership and continuing to enjoy great Club vacations for
many years to come with your family and
friends;
|
·
|
Preserving
your existing reservations;
|
·
|
Continuing
to book new reservations;
|
·
|
Providing
future rights to participate in a Redemption Conversion
Program.
|
IMPORTANT - Member Webcast
This WEEK!
As noted
earlier, each of the strategic alternatives under consideration will be
discussed briefly below and included in this Member Update, and will be
discussed in detail on a VERY IMPORTANT Member Conference Call Webcast that ALL
MEMBERS should listen to ASAP. Members will receive several emails over the next
few days with links to access the Member Webcast, and Members will also be able
to access the Member Webcast on the Ultimate Escapes website and the Member-only
Website. The
Member Webcast will be available for Members to access beginning Thursday,
September 9th at 7pm
ET and will continue to be available for Members to listen and replay until
Sunday, September 12th at
11:59pm ET.
We are
also taking a VERY IMPORTANT Member POLL over the next few days to determine
interest in the Company moving forward with a plan to convert to Member-Owned
Club. Please
participate in the Member POLL (both online or via fax of “Expression of Interest” form)
ASAP and indicate that you are supportive of a plan to convert the Club to one
where a majority of the equity interests will be owned by Members and where a
majority of the Board of Directors will be elected by the Members by way of an
assessment against the Members with the proceeds of such assessment together
with certain previous payments made to the club being converted into equity
interests in the club or a parent company of the club.
Page
12 of 13
Ultimate
Escapes September 2010 Member
Update CONFIDENTIAL
POLLING is scheduled online (and via fax of “Expression of Interest” form) from Thursday, September 9th at 9pm ET until 11:59pm ET on Sunday, September 12th. POLL results will be available on Monday, September 13th.
Thanks Again for Your
Support
In
summary, we want to sincerely thank you for your strong commitment to the Club
and you have our commitment to do everything in our power to continue to serve
you and your family faithfully, with honor and respect for many years to
come.
Ultimate
Regards,
Jim
Tousignant
President
and CEO
Ultimate
Escapes
Page
13 of 13
Ultimate
Escapes September 2010 Member
Update CONFIDENTIAL