Thursday, May 12, 2011

PGA West Addresses Bankruptcy

The following message is the fifteenth in an on-going series of e-mails about the February 2011 bankruptcy of PGA West ownership. These messages are being sent to all PGA West Members by Dave Balducci, President of the PGA West Members Association, on behalf of the PGAWMA Board.


PGAWMA Addresses Questions About
Negotiated Settlement with Club Owners

Dear Fellow PGA West Member,

In the week since we announced the details of our settlement with the Club's new owners, many of you have asked questions about the agreement. It's important for members to understand the agreement. It affects all of us.

To help provide as much clarity as possible about the settlement, we have put together the following list of Frequently Asked Questions. This document reflects the best thinking -- at this time -- of our Board, our Legal Committee, our ad hoc Bankruptcy Committee, our legal counsel, and the experts we've consulted with.

These questions and answers are designed to help members understand the details of the settlement -- and why it is fair, necessary and timely.

We sincerely wish we could explain this to you in a few simple paragraphs. We simply can't do that, because the settlement is extremely detailed and you deserve a full understanding of how it affects us all.


The Negotiations

Q1: What happened to bring about the negotiations?
A: Our ad hoc Bankruptcy Committee, through its attorneys, filed a petition with the court to establish a Members Committee or an Unsecured Creditors Committee. Immediately after our filing, Houlihan Lokey, an investment bank selected by the owners to develop the bankruptcy reorganization plan, approached us. They suggested we engage in negotiations as a way of addressing our mutual issues, thus avoiding the need for a Members Committee or an Unsecured Creditors Committee.

Q2: Why did you decide to participate in the negotiations?
A: Our objective throughout the Club's bankruptcy was to be proactive in representing members' interests. Engaging in the negotiations was consistent with that objective.

Q3: Who took part in the negotiations?
A: Our ad hocBankruptcy Committee, which was appointed by the PGA West Members Association Board and reports to the Board, represented members. Joining this committee in the negotiations were Club ownership, Club management, attorneys for both sides, and Houlihan Lokey.

Q4: Who is the new owner of PGA West?
A: PGA West is now owned by a group of lenders, led by Paulson & Co., one of the world's largest and most profitable hedge funds.

Q5: Who is on the ad hoc Bankruptcy Committee, and how were they qualified to participate in these negotiations?
A: The ad hoc Bankruptcy Committee is chaired by Steve Weiss. The committee includes PGAWMA Board members Dave Balducci, Gary Lesser and Russ Roehrkasse, along with fellow Club members Richard Hayes, Paul Abramson and Linn Wiley. This diverse group brought to the table extensive legal, business, banking, deal making, negotiating, and communications experience.

Q6: Who did the PGA West Members Association represent in the negotiations?
A: We represented active, dues-paying PGA West members.

Q7: What about the 610 PGA West members on the resign list?
A: During the negotiations, all members -- active and resigned -- were treated with fairness and respect. In fact, both active and resigned members had their refundable membership deposits reduced by 50 percent. But, while members on the resign list may lose some of their refundable membership deposits, active members can earn back their entire refundable deposit. The owners recognized that active members are critical to the Club for cash flow and marketing references to prospective new members. Also, the owners wanted to give active members the opportunity restore their membership deposits over time.

Q8: Why were there negotiations at all? I thought we were going to use an Unsecured Creditors Committee in the Bankruptcy Court to address our issues.
A: By mutual agreement with the Bankruptcy Trustee and the Club's owners, the formation of the Unsecured Creditors Committee is on hold, pending approval of our negotiated settlement by the Bankruptcy Court.

Our attorneys advised us that the opportunity to reach an agreement with the Club's owners early in the bankruptcy would be a better option than serving on a long-term Creditors Committee. The Creditors Committee would be required to represent all creditors, not just PGA West members.

Q9: What happens now to the Unsecured Creditors Committee?
A: Assuming the settlement is approved by all parties, our issues as PGA West members will have been addressed and the Unsecured Creditors Committee will not be needed to represent our interests. However, we reserve the right to proceed with the Unsecured Creditors Committee, if for some unforeseen reason the negotiated settlement is not approved.

Q10: Wouldn't other competitive bidders for PGA West, such as the Government of Singapore, assume our contracts?
A: At this point in the bankruptcy, other competitive bidders have no authority to do anything other than put in a bid. The owner currently holds all rights. If the owner does not come up with a successful reorganization, other bidders would have a chance to participate. They also would likely attempt to renegotiate our contracts.

Q11: What is wrong with the Club's current business model?
A: The Club's original business model relied upon continued membership sales at escalating prices that are no longer sustainable. For years, the Club's economics have been based on perpetual good times: continued increases in membership sales, and continued increases in membership deposit prices. That has not happened. In recent years, our PGA West membership has dropped from a high of 1,847 in 2002, to about 1,475 today.

Q12: What has caused the Club's business model to fail?
A: Economic times, and trends in the Club industry, are driving membership prices down. That's just the opposite of what the Club's current business model requires for its long-term survival.

Q13: Is PGA West unique in its difficulties?
A: Just look around at other clubs in the Coachella Valley. Initiation fees are dropping. Many clubs are feeling the effects of this trend, and are believed to be approaching some very difficult decisions. This is a situation we would have eventually faced, with or without the bankruptcy. In effect, the bankruptcy has allowed us both a reason and a forum to deal with it now. Without addressing these issues, the Club would have been in real financial trouble in just a few short years.

Q14: If you hadn't entered into negotiations, how long would it have been until PGA West members' issues were addressed?
A: We believe the bankruptcy reorganization could last another year or 18 months before it's complete. If we hadn't engaged in the negotiations that led to the settlement, our issues likely would not have been fully addressed until very late in the bankruptcy process.

Q15: What role did Club management play in the negotiations?
A: They advised the owners about Club operations, and about historical practices at the Club.

Details of the Settlement

Q16: What essentially does the settlement do?
A: The settlement, if approved, will be an amendment to our current Premier Membership Plan (PMP). Unless specifically negotiated in this settlement, the PMP and Club Usage Agreement remain as they are today.

Click here to see a summary of the settlement.

Q17: Could you give some examples of that?
A: Some have asked whether Premier Sport members or Social members will be treated differently from Premier Golf members under the settlement. In fact, the settlement treats every category of membership the same -- just as the current PMP does. The agreement makes no distinction among membership types.

A: Several members asked about the formula for member block play on the three resort courses (Nicklaus Tournament, Stadium, Norman). The settlement makes no mention of the formula; as a result, the formula remains the same as it is today.

A: A member asked about his ability to pass his membership along to his children. There is no reference to this in the settlement, and as a result, members still may pass their memberships along to their children, during their lifetime or at death. Again, no change from the current PMP.

There are dozens more examples of how the PMP remains the same. That's because the PMP remains intact and unchanged -- except for terms specifically negotiated as part of the settlement. The most significant changes to the PMP as a result of the settlement relate to the membership deposit refund scenarios: the death benefit, the 30-year-provision, the resign list and home sales.

Q18: What will be done to make the provisions of the new Premier Membership Plan binding on future owners of PGA West?
A: The Debtor will file a motion for approval of the settlement, which is an amendment to the Premier Membership Plan. The amended PMP will be approved by the secured lenders and the court, with restrictions on future changes to negotiated terms. Any subsequent buyer of the Club will be held to the terms of this agreement.

Q19: If the settlement is approved by the Bankruptcy Court, PGA West members will not have as good a deal as they had before the bankruptcy. How can you call that a good deal for members?
A: Simply put, what we had before the bankruptcy was created years ago in a different real estate and golf club environment. That arrangement can no longer be sustained in its present financial form. Even so, while we are making some repayment concessions over the near term, we are still preserving ways for active and resigned members to recover their full refundable deposit amount over time.

Q20: It's worked fine for the past 17 years since the last bankruptcy. Why the need to change now?
It was a financially unsustainable business for the new owners. Even if our contracts had been fully assumed by the Club "as is," the Club would remain financially weak -- and destined for an eventual restructuring. That restructuring would have eventually occurred -- with the current owners or any new owners in the future.

Q21: What did the settlement accomplish?
A: The settlement balances our goals and those of the owner. It achieved our major goals:
Maintain or enhance the PGA West member experience, without substantial out-of-pocket future expenses
Provide for the long-term financial stability of the Club
Stabilize the long-term values of our homes at PGA West
End the uncertainty of the bankruptcy
Maintain or Enhance the PGA West Member Experience, Without Substantial Out-of-Pocket Future Expenses

Q22: How can you say this agreement minimizes substantial out-of-pocket future expenses?
A: Under the settlement, our monthly dues can't increase more than five percent a year for the next five years. That's similar to what we have today, and it gives us, and the Club's owners, a level of predictability as we plan for the future.

Q23: What happens after five years?
A: The owners' position was that future dues would be handled the same as in the past, with Club management providing budgets to the owner and suggesting dues increases based on those budgets.

Q24: In what other ways did you minimize out-of-pocket future expenses?
A: Consistent with our current Club agreement, there will be no member assessments in the future.

Q25: And how does the agreement maintain or enhance the PGA West member experience?
A: The agreement guarantees that our three PGA West private courses remain private. It also maintains the member "cap" at 375 members per course. We also believe that, by helping the owners run a sustainable business, that they will put more money into the Club for operations and improvements.

Q26: How were you able to keep members' dues essentially the same as they are today, with modest annual increases?
A: During the negotiations, we realized that if there were major dues increases, a significant number of members would leave. The resulting decrease in the member base would cause another major dues increase, which likely would cause more members to leave. That would result in another dues increase, and yet more members leaving.

We believed this scenario was unacceptable to the future of the Club, and as a consequence, we looked for trade-offs that allowed us to keep monthly dues at reasonable levels.

Q27: What kind of trade-offs are you referring to?
A: In exchange for keeping members' dues at reasonable levels, we helped the owners address their concerns about their membership deposit liability. This helped avoid the possibility of the Club increasing revenue through dues and assessments to pay for this liability.

Q28: Why did you make this trade-off?
A: Both sides in the negotiations agreed this was a reasonable way to provide for the long-term financial stability of the Club.

Provide for the Long-term Financial Stability of the Club

Q29: Why is it members' responsibility to make sure the Club has long-term stability?
A: During the negotiations, both sides agreed that it was in our mutual best interest to make sure the Club was sustainable. If the Club isn't financially healthy, it affects all of us. Many of us are here to enjoy the PGA West lifestyle in our retirement years. A healthy Club allows us to do that.

Q30: Given the shift in the changing economics of golf, is the new business model sound?
A: We believe the settlement successfully addresses the owners' desires to run a business that is sustainable, and encourages owners to invest in the future of PGA West.

Q31: You agreed to limit the owners' possible financial exposure in any given year. Why should there be a limit?
A: During the negotiations, we listened to the Club owners' concerns about running a sustainable business. As a result, we have agreed to changes that limit the owners' possible financial exposure in any given year, and give them a level of predictability they can budget for. These changes create an economic environment to encourage the owners to invest in the future of PGA West.

Q32: Didn't the Club make members a promise when we joined -- that there would be refundable deposits, moderate dues increases and no assessments?
A: When a bankruptcy happens, all contracts are off the table and are subject to renegotiation. It now turns out the promise the Club made us was, from an ongoing business standpoint today, unrealistic and unsustainable.

Q33: Why shouldn't I be entitled to receive 100 percent of my refundable membership back?
A: In a bankruptcy, all contracts are subject to renegotiation. The owners could have rejected our contracts, totally restructured the club from scratch, and paid out our deposit claims over a very long period of time. We were able to negotiate a deal that allows all PGA West members, active and resigned, the option to get 100 percent of their refundable memberships back.

Q34: Which members won't be able to receive 100 percent their refundable membership deposit back?
A: All members, active and resigned, have the option to receive 100 percent of their refundable membership deposit. Resigned members who are at or near the top of the resign list may agree to accept 50 percent when they come up for payment. These resigned members would accept 50 percent now, rather than waiting for the 30-year provision or death to receive 100 percent of their refundable deposits back.

Active members who sell their membership with their house will have the option of accepting the resign percentage (50 percent + 5 percent per year) of their refundable membership deposit at the time of the sale -- or, waiting to receive 100 percent through the 30-year or death provisions.

Q35: How will active PGA West members be able to get 100 percent of their refundable membership deposits back?
A: The best way for a current member to make sure he receives 100 percent of his refundable membership deposit back is to remain an active, dues-paying Club member for the next 10 years. In that scenario, he earns back the remaining 50 percent of his membership deposit at 5 percent per year.

Stabilize the Long-Term Values of our Homes at PGA West

Q36: How are PGA West home values tied to the financial health of the Club?
A: When we think of what's at risk at PGA West as a result of the bankruptcy, we often think of our membership deposits - from $30,000 to $125,000, depending on when you became a member. Many of us have as much, or more, at stake with our PGA West homes as we do with our membership deposits.

Ensuring the financial stability of the Club helps protect the stability of our home values. If Club membership becomes less desirable, so does PGA West home ownership. If Club membership becomes more desirable, we believe that enhances the value of our homes at PGA West, over time.

Q37: If a member opts not to sell his membership with the sale of his home, or if the buyer opts not to buy the same type membership, the seller can wait instead for death payout or 30-year payout. In this case, will dues payments be required or waived?
A: If you go on the resign list, you pay dues for the remainder of the current year. That's how the current PMP treats this circumstance, and the settlement does not change this.

Q38: Will current PGA West homeowners, without a golf membership, be offered the chance to purchase a golf membership?
A: The Club plans to offer, for a period of time, the opportunity for any PGA West homeowner to join the Club. The terms and exact timing are still to be determined.

Q39: What happens if a member sells their house and their membership was not picked up by the new owner?
A: In this case, you can keep your membership and continue paying dues and enjoying the club, or you may resign and wait for the 30-year or death benefit.

Q40: If in 2015 we sell our current home and buy another inside PGA West, and we do not wish to sell our membership, do we forfeit the additional 15 percent we accrued in the three years following 2012 through 2014 or can it be carried over to the new property?
A: The 15 percent goes with the membership, not the home.

Q41: If I sold my home today and the new owner bought my membership too, would I get back what I paid for my membership?
A: Until the settlement is approved by the Bankruptcy Court, the current PMP governs your sale. After the settlement is approved, you would receive 50 percent. Or, you could resign and wait for the 30-year or death benefit, and receive 100 percent.

Q42: I joined PGA West in 1986. If I sell my house now with the membership, would it cost the new owner $30,000 to join?
A: The new owner pays whatever the current rate is for the type of membership he purchases.

Q43: Is there any assurance that there will always be memberships available for buyers who purchase homes where the current owners decide to retain the membership?
A: From a practical standpoint, the answer is yes -- because the Club is highly unlikely to reach the membership cap anytime soon.

Q44: If the seller retains his membership and moves out of PGA West, are there any limitations on his non-resident membership status, or the provision to "call" his membership?
A: The "call" provision for non-resident memberships is still in the PMP, but as we said, it is highly unlikely that this provision will be enacted anytime soon. For that to occur, the club would have to reach the membership cap.

Q45: If you have a Premier Membership and own a home tied to that membership, you can earn back five percent per year from year 2112 on. What happens if you sell your home and keep your membership? Can you still earn back five percent per year?
A: The refundable membership deposit "earn-back" is tied to the active membership, not the home.

Q46: If we sell our home, can we hold on to our membership and earn back 5 percent of our membership each year?
A: You can sell your home, keep your membership, continue paying dues and enjoying the club, and earn back five percent of your refundable membership deposit each year.

End the Uncertainty of the Bankruptcy

Q47: How does this agreement end the uncertainty of the bankruptcy?
A: If approved by the Bankruptcy Court, the agreement with the Club's owners means we can enjoy the Club as usual, because our deal is complete, and our issues are off the table.

Q48: Even if all parties approve the agreement, the bankruptcy will continue for many more months. So how does this settlement end the uncertainty of the bankruptcy?
A: If our agreement is approved, the bankruptcy reorganization will continue. But it will not affect PGA West members, because our issues will have been resolved.

Q49: The details of the settlement are not yet approved by the Bankruptcy Court, so wouldn't the terms of the settlement only take effect after the entire bankruptcy plan is approved? Aren't all existing contracts still in force?
A: This settlement takes effect when the Bankruptcy Court approves it. Existing contracts are still in effect until then.

Q50: Does the agreement protect members from facing future bankruptcy proceedings as unsecured creditors?
A: While there are no guarantees, we believe the settlement successfully addresses the owners' desires to run a business that is sustainable, and encourages the owners to invest in the future of PGA West.

Q51: What happens if the owners change their mind during the bankruptcy -- can they get out of this deal?
A: After Bankruptcy Court approval, it's very rare and disadvantageous for the owner to break the new contract, and it would need special Court approval. Once approved, the owner cannot typically do a reorganization plan for other creditors and exit bankruptcy unless they honor our new Court-approved contracts, or pay us in cash for all amounts due.

Membership Deposit Refunds -- A Critical Issue

Q52: Are members taking a reduction in their refundable membership deposits?
A: Initially, all members will take a 50 percent reduction in their refundable membership deposits. Active members will have the opportunity to earn back the remaining 50 percent at 5 percent per year. Also, all members, active and resigned, will have the option of receiving 100 percent of their refundable membership deposit if they choose to wait for either the 30-year or death benefit.

Q53: Were there any alternatives to members taking a reduction in their membership deposits?
A: One alternative was a significant dues increase to fund the 30-year refund or death benefit. If members were to fund these benefits, we could have faced large monthly dues increase. We found this to be an unacceptable approach.

Q54: How will active members earn back the remaining 50 percent of their refundable deposits?
A: Active members will earn back five percent of their refundable deposit per year for each year they remain active, starting in 2012. On Jan. 1, 2013, you will get back 55 percent, based on being an active dues-paying member for 2012. After 10 years, you will be back to 100 percent of your refundable membership deposit. This percentage is called the "resigned percentage."

Members will get paid back their resigned percentage when being paid off of the resign list or when selling their house. For the 30-year provision and the death provision, members will still get back 100 percent.

Q55: If you are a current dues-paying member and intend to be so for the foreseeable future, it would take 10 years from now to accumulate 100 percent credit for my refundable membership deposit. Is this correct?
A: Yes.

Q56: Do the new deposit repayment terms apply to both Premier Golf members and Premier Sport members?
A: The membership deposit repayment terms are the same for all categories of memberships, as long as those memberships had refundable membership deposits.

Q57: My husband and I joined in 1986. Does our 30 years for full refund begin in 1986, or in 1994 when the Premier Membership Plan began?
A: Along with other members at that time, your 30 years began in 1994, and ends in 2024. The 30-year period for members joining after 1994 will start in the year that they joined.

Q58: How does the cap on member refunds work, and why was it established?
A: To allow the owners to predict their membership deposit liability each year, a cap of total expenditures was necessary. This cap was established by looking at the average of the last two years. That's how we arrived at the starting number of $1.1 million, which will increase by 5 percent each year.

Every year, up to $500,000 of unused cap can be carried forward into the next year. If a member is due a refund and the cap has already been exceeded, the liability will be carried over the following year and paid as a priority payment in the order the liability was incurred.

Q59: Won't this cap just create another long waiting list waiting for payment of their membership deposit refunds?
A: We anticipate there will be a list of members waiting for payment. It is difficult to predict when that list will start. Between now and 2024 (when the 30-year benefit kicks in), the impact on the cap will be based on the number of members who die each year and what their survivors choose to do with the membership. Over time, with the initiation of a nonrefundable membership and membership liability being paid through home sales, the possibility of there being a list will become less and less likely.

Q60: There is also a cap on the payments when selling your membership with your home. How does this work and will this also create another list for payout?
A: Each year the club will allocate $250,000 to a fund to pay back memberships with home sales. With each home sale, the sale of the new membership is added to the fund and the payment to the exiting member is subtracted from the fund. The maximum net cash outlay in a given year cannot exceed the $250,000. Up to $250,000 of unused funds may be carried over into the next year.

If the cap is exceeded in a given year, the unpaid members will have a priority for payment in the following year. Although it is highly unlikely, there is a possibility of creating a list in any given year with substantial home sales. But we do not anticipate this list will be of any length, and as non-refundable memberships increase in cost, the possibility of any list at all becomes unlikely.

Q61: Under the settlement, due to the annual refund cap, if you die or sell your home and do not immediately receive the percent due, does the balance due roll over to following year and go to the top of that year's refund list until all amounts due are received?
A: Yes, you maintain your position on the list to be paid the following year.

Q62: How much profit is the Club entitled to?
A: Based on our review of the Club's financial status, we believe their profits now and in the foreseeable future are not excessive.

Q63: How do you know?
A: We have done our homework. We have done projections of the total revenue that should be received at PGA West and an estimate of what the normal costs should be to run the Club. We have also been given access to certain limited financial information.

Q64: Will new membership deposits be held in escrow, and provide for refunds earlier than current members?
A: No.

Q65: Did any of the previous owners violate any section of the PMP by spending the principal portion of the membership deposits that they collected?
A: There is no provision in the PMP, nor has there ever been, that addresses where the refundable membership deposits should be held. It is also not a legal requirement for the membership deposits to be held in a secure account. In the past, the deposits were used for general club investment, operations, and profit.

Q66: Going forward, will there be a special fund to handle membership refunds, or will the refunds be paid out of the general operating fund?
A: The settlement does not address the owners' handling of refundable membership deposits. It only addresses the scenarios in which the deposits will be refunded. We believe that, by creating an environment that allows the Club to be financially sustainable in the long-term, we have minimized the concern about the owners' ability to refund the membership deposits.

Membership Deposit Refund Scenarios

Q67: The scenarios for refunding membership deposits seem quite complex. Can you simplify these scenarios?
A: Here are a few examples to help you understand how some of the refund scenarios work.

Q68: I bought my membership in 2002 for $100,000. I am planning to leave La Quinta in 2013 to be closer to my grandchildren. If I sell my house at PGA West in 2013, what are my options for getting my membership deposit back, and how much of it will I get back?
A: If you sell your house and the purchaser buys a similar membership (refundable or non-refundable) you will have two choices: You can get 55 percent (50 percent plus 5 percent for the full year of membership in 2012) for a total of $55,000 -- subject to the home sale cap; or, you can go on the resign list and wait to receive 100 percent at either 30 years from 2002 or death -- subject to the annual cap.

Q69: I bought my membership in 1998 for $80,000. I own a home in Indio and am a non-resident member. I am no longer interested in being a member at PGA West. How can I get my membership deposit back, and what will I get back if I leave in 2013?
A: Just as we have now, the only option is to go on the resign list. If you make it to the front of the list you will receive your applicable percentage (50 percent plus 5 percent per year of active membership starting in 2012). In your case, the most likely scenario is you will get 100 percent after 30 years (in 2028), or upon


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