Peak Resorts, Inc. (NasdaqGM:SKIS) signed letter of intent to acquire Snow Time, Inc. from Scott Romberger, Bradley Leber and Robert Black on July 25, 2018. Peak Resorts entered into a definitive agreement to acquire Snow Time for $76.2 million on September 24, 2018. The aggregate purchase price payable by Peak Resorts consists of $70 million payable in cash and the remainder payable in shares of the Peak Resorts' common stock with a value equal to $6 million, determined based on the average closing price of the common stock for the 20 trading days immediately preceding the closing of the acquisition. In connection with the Peak Resorts' entry into the agreement, it has entered into a commitment letter, dated as of September 20, 2018 (the Commitment Letter), with Cap 1 LLC (Cap 1), pursuant to which and subject to the terms and conditions set forth therein, Cap 1 has committed to provide a two- year senior secured term loan facility in the amount of $50 million (the “Term Loan”) to fund a portion of the cash consideration to be paid to the Sellers pursuant to the terms of the agreement. Pursuant to the terms of the Commitment Letter, Peak Resorts has agreed that as a condition to the funding of the Term Loan, it will exercise the existing option to issue to Cap 1 an additional 20,000 shares of Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”), along with additional warrants to purchase common stock, for an aggregate consideration of $20 million as provided by the terms of the Securities Purchase Agreement between the Company and Cap 1, dated as of August 22, 2016. On October 30, 2018, Stockholders of Peak Resorts approved certain matters relating to the proposed financing to fund the acquisition of Snow Time. Peak Resorts has agreed to pay the sellers a fee of $0.65 million upon termination. Snow Time generated approximately $50 million in revenue, net income of $1.8 million, total assets of $93.4 million, shareholder’s equity of $84.5 million and approximately $11.2 million in adjusted EBITDA for the twelve-month period ended March 31, 2018. Closing of the acquisition is subject to customary closing conditions, including completion of satisfactory due diligence relating to title and environmental matters, resignation of directors, consent of the current lenders and other customary conditions. The transaction is expected to close on or about November 8, 2018. David L. Jones of Sandberg Phoenix & von Gontard PC acted as legal advisor to Peak Resorts, Inc. Paul G. Mattaini of Barley Snyder LLP acted as legal advisor to Snow Time, Inc. Computershare Trust Company, NA acted as a transfer agent for Peak Resorts, Inc. Mirus Resort Advisors acted as financial advisor to Snow Time. Peak Resorts, Inc. (NasdaqGM:SKIS) completed the acquisition of Snow Time, Inc. from Scott Romberger, Bradley Leber and Robert Black on November 21, 2018. Peak Resorts paid approximately $70 million in cash consideration to Snow Time and issued approximately 1.18 million shares of its common stock to Snow Time’s shareholders.