On July 1, 2025, Pursuit Attractions and Hospitality, Inc. (the "Company") entered into a Share Purchase Agreement (the "Purchase Agreement") with the shareholders of Inversiones Turísticas Arenal, S.A. ("ITA") named therein, pursuant to which the Company acquired all of the issued and outstanding shares of ITA (the "Acquisition"). ITA is the owner and operator of Tabacón Thermal Resort and Spa in Arenal, Costa Rica.
The purchase price for the Acquisition was $111.0 million in cash, subject to post-closing adjustments for indebtedness, deferred revenue, working capital and amounts retained in an escrow account to secure post-closing indemnification claims and liabilities of the Company arising out of breaches of representations, warranties and covenants by ITA and other specified matters in the Purchase Agreement. The Company funded the purchase price for the Acquisition with borrowings under its revolving credit facility.
The Purchase Agreement contains customary representations, warranties and covenants by the Company and ITA that are subject, in some cases, to specified exceptions and qualifications contained in the Purchase Agreement.In addition, the Company's recourse against the ITA shareholders following closing with respect to indemnification claims is subject to deductibles, caps and other limitations set forth in the Purchase Agreement.