ClubCorp – The World Leader in Private Clubs® (NYSE:MYCC) – today
announced that it has reached an agreement (the “Agreement”) with
FrontFour Capital Group LLC and certain of its affiliates
(“FrontFour”) under which two new independent directors have been
added to the ClubCorp Board of Directors, effective immediately.
With these additions, the ClubCorp Board now comprises 10
directors, nine of whom are independent.
The two new independent directors are:
- Simon M.
Turner, formerly the President, Global Development of Starwood
Hotels & Resorts: Mr. Turner, who was identified as a mutually
agreeable candidate pursuant to the Agreement, will be included on
the Company’s slate of class I directors standing for election at
the 2017 Annual Meeting and will serve as a member of the Board’s
Nominating and Corporate Governance
Committee.-
Emanuel (“Manny”) Pearlman, Executive Chairman of the Board of
Directors of Empire Resorts: Mr. Pearlman, who was designated by
FrontFour pursuant to the Agreement, will serve as a class II
director with a term expiring at the Company’s 2018 Annual Meeting
and as a member of the Board’s Strategic Review Committee.
"We welcome both Simon and Manny to the Board, and believe this
Agreement represents a constructive outcome for the Company and all
ClubCorp shareholders,” said John Beckert, Chairman of the Board of
ClubCorp. “Simon and Manny have broad experience working across a
wide range of industries, including travel and leisure, and have
served in leadership positions at both public and private
companies. Our entire Board and management team are committed to
enhancing shareholder value, and we intend to leverage our two new
independent directors’ unique backgrounds to advance the Company’s
growth and success."
“ClubCorp has a number of initiatives underway,” said Eric
Affeldt, ClubCorp Chief Executive Officer. “We look forward to
working together to continue our progress and consider additional
opportunities to drive growth and unlock the value inherent in
ClubCorp.”
"We are excited that Simon and Manny are joining the ClubCorp
Board given their vast experience and track records. We see
significant embedded value within ClubCorp and believe that, as
directors, these individuals will work diligently to maximize value
for all shareholders. We look forward to continuing the
constructive dialogue we have had with the Board and management
over the past few years,” said David Lorber, a Managing Member of
FrontFour.
Pursuant to the Agreement, FrontFour has agreed to abide by
certain customary standstill and voting provisions. In addition,
FrontFour has committed to withdraw its director nominations and
support the Board’s nominees at the 2017 Annual Meeting. The
complete agreement between ClubCorp and FrontFour will be included
as an exhibit in a Form 8-K filed by the Company with the
Securities and Exchange Commission ("SEC").
ClubCorp’s definitive proxy materials for its 2017 Annual
Meeting, which is expected to be scheduled in the near future, will
contain important information about the Company and will be filed
with the SEC.
About ClubCorp (NYSE:MYCC)
Since its founding in 1957, Dallas-based ClubCorp has operated
with the central purpose of Building Relationships and Enriching
Lives®. ClubCorp is a leading owner-operator of private golf and
country clubs and private business clubs in North America. ClubCorp
owns or operates a portfolio of over 200 golf and country clubs,
business clubs, sports clubs, and alumni clubs in 27 states, the
District of Columbia and two foreign countries that serve over
430,000 members, with approximately 20,000 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); The Woodlands Country Club (The
Woodlands, Texas); Capital Club Beijing; and Metropolitan Club
Chicago. You can find ClubCorp on Facebook at facebook.com/clubcorp
and on Twitter at @ClubCorp.
About FrontFour Capital
FrontFour Capital is an investment adviser based in Greenwich,
CT. FrontFour focuses on value-oriented investments in North
American companies.
Important Additional Information and Where to Find
It
The Company, its directors and certain of its executive officers
and employees may be deemed to be participants in the solicitation
of proxies from stockholders in connection with the Company’s 2017
annual meeting of stockholders (the “2017 Annual Meeting”).
The Company plans to file a proxy statement with the SEC in
connection with the solicitation of proxies for the 2017 Annual
Meeting (the “2017 Proxy Statement”), together with a WHITE proxy
card. STOCKHOLDERS ARE URGED TO READ THE 2017 PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Additional information
regarding the identity of these potential participants and their
direct or indirect interests, by security holdings or otherwise,
will be set forth in the 2017 Proxy Statement and other materials
to be filed with the SEC in connection with the 2017 Annual
Meeting.
Stockholders will be able to obtain, free of charge, copies of
the 2017 Proxy Statement, any amendments or supplements thereto and
any other documents (including the WHITE proxy card) when filed by
the Company with the SEC in connection with the 2017 Annual Meeting
at the SEC’s website (http://www.sec.gov) or via the Company’s
Investors section of the ClubCorp website at ir.clubcorp.com. In
addition, copies of the proxy materials, when available, may be
requested from the Company’s proxy solicitor, MacKenzie Partners,
Inc., 105 Madison Avenue, New York, NY 10016 or toll-free at (800)
322-2885 or by email: ClubCorp@mackenziepartners.com.
Special Note on Forward-Looking Statements
In addition to historical information, this press release
contains statements relating to future results 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. These forward-looking
statements can be identified by the fact that they do not relate
strictly to current or historical facts and often include words
such as “plans”, “expect”, “intend”, “will”, “estimate”, “believe”
or “continue”, or the negatives of these terms or variations of
them or similar terminology in this press release to identify
forward-looking statements. All statements, other than statements
of historical facts included in this press release, including
statements concerning plans, goals, beliefs, future events 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:
changes in the business environment in which the Company operates,
the availability and attractiveness of potential strategic
opportunities, the behavior of the Company’s competitors and other
risks, uncertainties and factors set forth in the sections entitled
“Risk Factors” and “Cautionary Statement Regarding Forward-Looking
Statements” in the Company's Annual Report on Form 10-K for the
fiscal year ended December 27, 2016, which is on file with the
Securities Exchange Commission (“SEC”). 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. 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).
ClubCorp Contacts:
Investor Relations:Will Ward972-406-7916
Media Relations:Joele FrankAndrew Siegel /
Jonathan Keehner212-355-4449
FrontFour Contacts:
Stephen Loukas / David LorberFrontFour Capital Group LLC35 Mason
Street, 4th FloorGreenwich, CT 06830203-274-9050
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