STOP THE WAR! Let’s support Ukraine Together

RedBall Acquisition Corporation

RedBall Acquisition Corporation

Oct 19, 2020 by Roman Developer

The below-announced combination was terminated on 5/31/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: SeatGeek [TERMINATED]

ENTERPRISE VALUE: $1.35 billion
ANTICIPATED SYMBOL: STGK

RedBall Acquisition Corporation proposes to combine with SeatGeek, the high-growth, mobile-centric technology platform that is transforming the live-event experience for fans, teams, and venues.

Founded in 2009, SeatGeek is a high-growth, global technology ticketing marketplace and live entertainment technology platform, uniquely positioned to meet the needs of all stakeholders in the estimated $126 billion global live entertainment ecosystem, which has quickly returned to growth in 2021. Through a mobile-first marketplace and vertically integrated technology platform, SeatGeek makes it easy for fans to buy tickets, attend, and enjoy live events, through innovative features like Deal Score, its proprietary ticket rating technology, Rally, its event-day operating system, and SeatGeek Swaps, the only hassle-free return policy offered by a major ticket marketplace.

SeatGeek’s open-ecosystem enterprise ticketing software empowers teams, venues, and promoters to efficiently grow their businesses while delivering a superior fan experience. SeatGeek is the exclusive ticketing platform for a rapidly increasing number of major teams and venues, including the Brooklyn Nets (Barclays Center), Cleveland Cavaliers (Rocket Mortgage FieldHouse), Dallas Cowboys (AT&T Stadium), and half of the English Premier League. SeatGeek’s platform has seen growth in a number of verticals and venue types, including traditional stadiums, arenas, and theaters, as well as casinos, horse tracks, and golf events.

Well-positioned in the live event marketplace ecosystem, SeatGeek’s vertically integrated technology platform, which connects fans, ticket sellers, and rightsholders, allows it to create new user experiences, offer more comprehensive inventory, and capture strong economics for its enterprise partners. This has created a powerful flywheel benefitting all stakeholders and driving the company’s 70% compound annual growth from 2016 to 2019 and strong market expansion since 2017. Following the suspension of most live events in 2020, SeatGeek has resumed its rapid growth in 2021, signing more new client total annual revenue in the first half of the year, including major new partnerships with the Brooklyn Nets (Barclays Center) and Jujamcyn Theaters, than in any year in the company’s history.


SUBSEQUENT EVENT – 3/28/22 – 8-K LINK

  • On March 28, 2022, RedBall and SeatGeek entered into the Second Amendment to the Business Combination Agreement (the “Second Amendment”) to change the Agreement End Date from April 13, 2022, to June 27, 2022.

TRANSACTION

  • The company will receive proceeds of $575 million of cash held in trust, less any deferred underwriting commissions, transaction expenses and redemptions by public shareholders of RedBall exercising such rights
  • A $90.5 million from a committed private placement of common stock of RedBall, priced at $10.00 per share, and $9.5 million from a committed private placement of a warrant to purchase 950,000 shares of SeatGeek common stock (collectively, the “PIPE”).
    • In addition, each subscriber to the PIPE will receive with each share of common stock purchased or issuable upon exercise of the SeatGeek direct investment warrant one-third of a warrant to purchase shares of common stock at an exercise price of $11.50 per one whole share and with terms substantially similar to the warrants included as part of RedBall’s units issued in its IPO.
  • The boards of directors of both RedBall and SeatGeek have unanimously approved the transaction. It is expected to close in the first quarter of 2022, subject to customary closing conditions, including the receipt of regulatory approvals, and approval by RedBall’s shareholders.

seatgeek trans overview


PIPE

  • A $90.5 million from a committed private placement of common stock of RedBall, priced at $10.00 per share, and
  • $9.5 million from a committed private placement of a warrant to purchase 950,000 shares of SeatGeek common stock (collectively, the “PIPE”).
    • In addition, each subscriber to the PIPE will receive with each share of common stock purchased or issuable upon exercise of the SeatGeek direct investment warrant one-third of a warrant to purchase shares of common stock at an exercise price of $11.50 per one whole share and with terms substantially similar to the warrants included as part of RedBall’s units issued in its IPO.

EARNOUT

  • 50% of RedBall Sponsor Promote (approximately 7.2 million shares) is deferred and is to vest at $12.50 and $15.00 per share
  • Following the Closing, in addition to the consideration to be received, the Company Securityholders as of the First Effective Time shall be issued up to an additional 35,000,000 shares of Parent Common Stock, as follows:
    • 8,750,000 shares of Parent Common Stock, in the aggregate, if at any time during the Earnout Period the Closing Price is greater than or equal to $12.00 over any 20/30 Trading Days equalling or exceeding $12.00
    • 8,750,000 shares of Parent Common Stock, in the aggregate, if at any time during the Earnout Period the Closing Price is greater than or equal to $12.00 over any 20/30 Trading Days equalling or exceeding $14.00
    • 8,750,000 shares of Parent Common Stock, in the aggregate, if at any time during the Earnout Period the Closing Price is greater than or equal to $12.00 over any 20/30 Trading Days equalling or exceeding $16.00
    • 8,750,000 shares of Parent Common Stock, in the aggregate, if at any time during the Earnout Period the Closing Price is greater than or equal to $12.00 over any 20/30 Trading Days equalling or exceeding $18.00

LOCK-UP

  • In connection with the Closing, the Requisite Company Stockholders will enter into a lock-up agreement (the “Lock-Up Agreement”) with New SeatGeek pursuant to which each such holder will agree that it will not, without the prior written consent of New SeatGeek during the Lock-up Period, and subject to customary exceptions
    • (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position any shares of New SeatGeek Common Stock held by it immediately after the Closing, any shares of New SeatGeek Common Stock issuable upon the exercise of options or warrants to purchase shares of New SeatGeek Common Stock held by it immediately after Closing or any securities convertible into or exercisable or exchangeable for New SeatGeek Common Stock held by it immediately after Closing (collectively, the “SeatGeek Lock-Up Shares”)
    • (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the SeatGeek Lock-Up Shares
    • (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Notwithstanding the foregoing, if at any time before six (6) months after the Closing
      • (x) New SeatGeek consummates a Subsequent Transaction (as defined in the Lock Up Agreement) which results in its stockholders having the right to exchange their shares of New SeatGeek Common Stock for cash, securities or other property having a value that equals or exceeds $12.00 per share
      • (y) the closing price of the New SeatGeek Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least ninety (90) days after the Closing, then each party’s SeatGeek Lock-Up Shares will be automatically released from the lock-up restrictions.

BACKSTOP AGREEMENT

  • On October 13, 2021, concurrently with the execution of the Merger Agreement, Sponsor entered into a backstop subscription agreement with RedBall, pursuant to which, on the terms and subject to the conditions set forth therein, the Sponsor has committed to purchase, following the Domestication and prior to the Closing, shares of New SeatGeek Common Stock, in a private placement for a purchase price of $10.00 per share, up to an aggregate of $65 million, to backstop certain redemptions by RedBall shareholders.

SUPPORT AGREEMENT

  • Sponsor and each director of RedBall has agreed that it will not, during a twelve month lock-up period, unless earlier released, and subject to customary exceptions
    • (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position any shares of New SeatGeek Common Stock held by it immediately after the Closing, any shares of New SeatGeek Common Stock issuable upon the exercise of options or warrants to purchase shares of New SeatGeek Common Stock held by it immediately after Closing or any securities convertible into or exercisable or exchangeable for New SeatGeek Common Stock held by it immediately after Closing (collectively, the “Sponsor Lock-Up Shares”)
    • (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Sponsor Lock-Up Shares
    • (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Notwithstanding the foregoing, if at any time before twelve months after the Closing
      • (x) New SeatGeek consummates a Subsequent Transaction (as defined in the Sponsor Support Agreement) which results in its stockholders having the right to exchange their shares of New SeatGeek Common Stock for cash, securities or other property having a value that equals or exceeds $12.00 per share
      • (y) the closing price of the New SeatGeek Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any twenty trading days within any thirty trading day period commencing at least one hundred fifty days after the Closing, then each party’s sponsor Lock-Up Shares will be automatically released from the lock-up restrictions.
  • The lock-up restrictions contain customary exceptions, including, but not limited to, estate planning transfers, affiliate transfers, and transfers upon death or by will.

NOTABLE CONDITIONS TO CLOSING

  • Certain RedBall transaction expenses to be paid by RedBall against a corresponding cancellation of shares of New SeatGeek Common Stock held by RedBall SponsorCo LP (“Sponsor”) (the “Available Cash Amount”) is at least equal to or greater than $200,000,000.
  • Other conditions to RedBall’s obligations to consummate the Mergers include, among others, that the Available Cash Amount is at least equal to or greater than $135,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • Subsequent Event – On March 28, 2022, RedBall and SeatGeek entered into the Second Amendment to the Business Combination Agreement (the “Second Amendment”) to change the Agreement End Date from April 13, 2022, to June 27, 2022.
  • In the event of certain uncured breaches by the other party or if the Closing has not occurred on or before April 13, 2022 (the “Agreement End Date”).

ADVISORS

  • Credit Suisse is serving as financial advisor and equity capital markets advisor, and Cooley LLP is serving as legal advisor to SeatGeek.
  • RedBird BD and Goldman Sachs are serving as M&A advisors to RedBall Acquisition Corp
  • Fried Frank is serving as legal advisor to RedBall Acquisition Corp.
  • Credit Suisse served as placement agent on the PIPE offering.

MANAGEMENT & BOARD


Executive Officers

Alec Scheiner, 50
Chief Executive Officer

Mr. Scheiner is a well-respected operator and investor within the sports and media industry. He was one of the top executives with the Dallas Cowboys when the club designed and built the $1.2 billion AT&T Stadium. While at the Dallas Cowboys, Mr. Scheiner helped transform the club’s sales and administrative organization, built its own merchandising company, formed Legends Hospitality (where he sat on the board and executive committee), and created in-house football analytics functions. From 2012 to 2016, Mr. Scheiner served as President of the Cleveland Browns and oversaw an unprecedented business turnaround, including $150 million of facility renovations in two years and the creation of one of the largest football and business analytics departments in the NFL. Since joining RedBird in 2016, Mr. Scheiner has helped oversee investment opportunities and advisory efforts for RedBird Sports Group, a subsidiary of RedBird’s management company. Consistent with RedBird’s investment mandate and philosophy, RedBird Sports Group brings together in-house operating capabilities, company building expertise and flexible long-term capital to enable more professionalized ownership of sports assets in partnership with rights holders. At RedBird, Mr. Scheiner helped create OneTeam Partners and is a lead director on its Board of Directors. Mr. Scheiner is also a director on the Board of Directors of Toulouse FC and Zelus Analytics. Mr. Scheiner attended Georgetown University, where he earned his degree in Economics and Latin American studies with honors and received his J.D. with honors from Georgetown Law School.


David Grochow, 40
Chief Financial Officer

Mr. Grochow is the Chief Financial Officer and Chief Compliance Officer of RedBird, which he joined in November 2018. From March 2010 to November 2018, Mr. Grochow served in various financial positions at Irving Place Capital, an investment firm, most recently as Chief Financial Officer. Prior to Irving Place Capital, David worked for six years in the Private Equity Group at The Blackstone Group. David Also spent time with Geller & Co. and Arthur Andersen. David received a B.B.A. degree from the Goizueta Business School and is a Certified Public Accountant.


Luke Bornn, 34
Executive Vice President

Dr. Bornn is recognized as a world leader in sports analytics, having published dozens of peer-reviewed academic articles across multiple sports. His work has received numerous accolades, including six straight MIT Sloan research award finalist selections from 2014 through 2019. Dr. Bornn has led the analytics groups for the Sacramento Kings (where he served as Vice President, Strategy and Analytics from 2017 to July 2020) and AS Roma (where he served as Head of Analytics from 2016 to 2017, when the market value of the players signed during his tenure increased significantly). In both roles he worked closely with managers, coaches and sports scientists to measure and evaluate athletes and performance. In addition to his work with European football and North American basketball teams, the British Columbia native has held tenure-track professorships in Statistics at both Harvard University and Simon Fraser University where he currently serves as Associate Professor of Statistics. Dr. Bornn is Chief Scientist and Co-Founder of Zelus Analytics, a sports analytics company providing a world-leading sports intelligence platform for professional sports teams in their exclusive partner network.


 

Board of Directors

Gerald Cardinale, 53
Co-Chairman of the Board

Mr. Cardinale, the Founder and Managing Partner of RedBird, is a leader in the sports industry, with over 25 years of experience building a range of multi-billion-dollar platform companies. Prior to founding RedBird, Mr. Cardinale spent 20 years at Goldman Sachs where he was a Partner of the firm and a senior leader of the merchant banking division’s private equity investing business, managing over $100 billion of private capital across equity, debt, real estate and infrastructure investment strategies. In 2001, Mr. Cardinale partnered with the New York Yankees and the Steinbrenner family to create the Yankees Entertainment & Sports (“YES”) Network. The YES Network soon became the number one regional sports network in the United States by viewership and profitability and was acquired by Twenty-First Century Fox, Inc. in 2014. In 2007, Mr. Cardinale partnered with the Dallas Cowboys and the New York Yankees to create Legends Hospitality, one of the preeminent businesses in the sports ecosystem across premium sales, concessions, hospitality and merchandising. At RedBird, Mr. Cardinale has continued his track record for building sports businesses in partnership with word class rights holders and helping them leverage their intellectual property to create business platforms with substantial terminal value. In 2015, RedBird partnered with the NFL and its 32 owners to create On Location Experiences, a global experiential entertainment business which grew to over 150 rights holder partnerships, including the NFL and the Super Bowl, NCAA Final Four, Ryder Cup and PGA Championships, 50+ college bowl games, music festivals and hundreds of global music tours. On Location Experiences was acquired by Endeavor in 2020. n August 2019, RedBird partnered with the New York Yankees, Amazon and Sinclair Broadcasting to reacquire the YES Network as part of the larger acquisition of 21st Century Fox by the Walt Disney Company. YES continues its market leading position as the #1 Regional Sports Network in the United States, broadcasting the games of the New York Yankees, Brooklyn Nets and New York City Football Club and garnering a total of 118 Emmy Awards for its sports and entertainment programming. In December 2019, RedBird partnered with the NFL Players’ Association (“NFLPA”) and MLB Players’ Association (“MLBPA”) to create OneTeam Partners, a first of its kind platform company which helps athletes maximize the value of their name, image and likeness rights, anchored by the NFLPA and MLBPA’s video game and trading cards rights. In 2020, RedBird announced an investment in Skydance Media, a diversified entertainment platform in partnership with Larry and David Ellison, Tencent and CJ Entertainment that produces original content across four main verticals: (i) Feature Film (Top Gun, Mission Impossible, Star Trek); (ii) Subscription Video on Demand (SVOD) and Television (Jack Ryan, Jack Reacher Altered Carbon, Gracie & Frankie); (iii) Animation; and (iv) Interactive (Walking Dead VR game). Mr. Cardinale currently sits on the boards of Yankee Global Enterprises (the corporate holding company of the New York Yankees), the YES Network, OneTeam Partners, Skydance Media and RedBird FC (Toulouse FC and Zelus Analytics), among others. Philanthropically, Mr. Cardinale is a Trustee of the Mount Sinai Health System in New York City and leads one of the multi-state Selection Committees that awards Rhodes Scholarships each year. Mr. Cardinale received an Honors B.A. from Harvard University where he graduated Magna Cum Laude and an M.Phil in Politics and Political Theory from Oxford University where he was a Rhodes Scholar.


Billy Beane, 58
Co-Chairman of the Board of Directors

Mr. Beane is considered one of the most progressive and iconic executives in professional sports and has been a leader in bringing analytics to the forefront of professional sports. He was promoted to his current position of Executive Vice President of Baseball Operations for the Oakland A’s in 2015 after 18 seasons as General Manager. Few executives have replicated Mr. Beane’s return on investment in terms of spending relative to wins, which we believe has the most direct impact on creating enterprise value in sports. Despite having a payroll that has consistently ranked in the bottom quartile of Major League Baseball (“MLB”), the A’s have compiled the seventh most wins in the MLB under Mr. Beane’s tenure, and their eight postseason appearances since the 2000 season are tied for fifth among all MLB teams. Since Mr. Beane was promoted to General Manager following the 1997 season, the value of the Oakland A’s has increased from $118 million in 1998 to $1.1 billion today. Mr. Beane’s analytics-based approach has been adopted by many other major professional sports teams and leagues and has spawned a new industry around sports data analytics. Mr. Beane has also been actively involved in European football and is a consultant to the Dutch football club AZ Alkmaar. Since Mr. Beane’s involvement, AZ Alkmaar has improved from 6th in the 2016-2017 season to 2nd in the 2019-2020 season of the Dutch Eredivisie league, has more than doubled its roster value and has increased its annual net transfer proceeds. Mr. Beane is also a minority owner of England’s Barnsley Football Club, which was promoted from English 3rd division to the 2nd division since Mr. Beane’s involvement. Mr. Beane’s leadership and the A’s innovative approach to measuring, acquiring, and managing talent were the subject of Michael Lewis’ best-selling book MoneyballThe Art of Winning an Unfair Game. The book has since been made into a full-length motion picture featuring Brad Pitt in the starring role, which premiered in 2011. Mr. Beane has worked with Fortune 500 companies, global sports leagues, and high-performing organizations to apply this methodology of identifying and using undervalued assets to create and sustain a competitive edge. In 2017, Mr. Beane was named one of the top hundred living business minds by Forbes magazine. He has served on the board of directors of several companies, including ProTrade and NetSuite, Inc.


Volkert Doeksen, 57
Director 

Mr. Doeksen is the Co-Founder of AlpInvest Partners, a private equity group launched in 2000. While at AlpInvest, Mr. Doeksen served as Chairman of the Board, Managing Partner and Chief Executive Officer, where he scaled their business to become a world-class global private equity firm with over €45 billion of assets under management and over 155 employees across three continents. During his tenure, AlpInvest became a prominent Fund of Fund co-investment, secondaries and mezzanine investment firm. Prior to founding AlpInvest, Mr. Doeksen was a Director and Investment Partner at Kleinwort Benson Limited, where he was involved with the U.S. fund’s private equity and mezzanine transactions as well as with launching Dresdner Kleinwort Benson’s new private equity fund initiatives in Central and Eastern Europe and Mexico, where he was a member of the investment committee and partner in each of those funds. From 2015 until 2019, Mr. Doeksen served as a Senior Advisor to The Carlyle Group. He is currently a Member of the Board at Nouryon B.V., a specialty chemical producer in Amsterdam; a Member of the International Advisory Board at Van Lanschot Kempen, the oldest wealth management firm in the Netherlands; and a Member of the Board at Athora Holdings, Bermuda. He holds a Law degree from Leyden University, the Netherlands.


Deborah A. Farrington, 69
Director 

Ms. Farrington is Co-Founder and Managing Partner of StarVest Partners LP, a New York City based venture capital firm investing in technology-enabled business services with a focus on software-as-a-service, data & analytics and internet marketing. It was founded in 1998 and is one of the largest women majority-owned venture capital firms in the US. She also serves as President of StarVest Management LLC, the firm’s management company. StarVest was an early investor in Software-as-Service (“SaaS”) investing in NetSuite, the first SaaS ERP company, in 2000; Ms. Farrington served as Lead Director and Chair of NetSuite’s Compensation Committee from its 2007 IPO to its sale to Oracle for $9.2 billion in 2016. Ms. Farrington is an experienced public company director of technology, business services and Fortune 500 companies and has chaired or served on all major board committees over the past 20 years across multiple facets of technology and financial services. Currently, Ms. Farrington is a Director, Chair of the Nominating & Governance Committee and a member of the Audit Committee of Ceridian HCM Holdings, Inc. (NYSE: CDAY); a Director, Chair of the Governance Committee and member of the Risk Committee of NCR, Inc. (NYSE: NCR); and a Director, Chair of the Compensation Committee and a member of the Audit Committee of Collectors Universe, Inc. (NASDAQ: CLCT). Prior to founding StarVest, Ms. Farrington was President & CEO of New York-based private equity firm Victory Ventures LLC; Managing Director of Asian Oceanic; and an investment banker and Division Director of Merrill Lynch International in New York, Hong Kong and Tokyo. She is a graduate and Trustee of Smith College where she serves as Chair of the Smith College Investment Committee with responsibility for overseeing Smith’s $2 billion endowment. She holds an MBA from the Harvard Business School, where she has endowed a Fellowship for Women Entrepreneurs and served on the Visiting Committee and as Vice President of the Alumni Board.


Richard C. Scudamore, 60
Director 

From 1999 until the start of 2019, Richard Scudamore was the Chief Executive and then Executive Chairman of the Premier League, the most watched football league in the world. During this period, Mr. Scudamore was accountable to the club owners for all elements of the league’s operations including regulatory, legal and political matters, and the sale of broadcasting and central commercial rights across 225 international markets. Under his leadership, the organization used the strong platform provided by its 20 Member Clubs to successfully increase interest in the competition to become the most watched in the world, grow revenues significantly and invest in and support football development at all levels of the sport. During his time at the Premier League, Mr. Scudamore became Chairman of the World League’s Forum and co-chaired the UK Government’s Sports Business Council. Mr. Scudamore was a Founding Trustee of the Football Foundation – a charity funded by the Premier League and the UK Government which has installed or improved over 3,000 community sports facilities across the UK since 2000. Before joining the Premier League, he was Chief Executive of the Football League. Prior to that, he was Senior Vice-President of the Thomson Corporation, responsible for their US newspaper publishing division. Mr. Scudamore currently sits on the advisory board of The Ryder Cup and provides strategic advice to Major League Baseball and Australian Professional Football.


Richard H. Thaler, 74
Director 

Professor Thaler is a Nobel Prize winner in Economic Sciences and is the Charles R Walgreen Distinguished Service Professor of Economics, and Behavioral Science at the University of Chicago’s Booth School of Business, where he has served since 1995. Prof. Thaler is also a Research Associate at the National Bureau of Economic Research. Prof. Thaler’s research lies in the gap between psychology and economics. Prof. Thaler is considered a pioneer in the fields of behavioral economics and finance, and is the author of numerous academic articles and the books including The Winner’s CurseNudge (with Cass Sunstein) and Misbehaving. Prof. Thaler is a regular contributor to the New York Times “Economic View” column. In 2015, Prof. Thaler served as President of the American Economic Association. Prof. Thaler is a distinguished fellow of the American Finance Association, a fellow of the Econometric Society, and a member of the American Academy of Arts and Sciences and the National Academy of Science. Prof. Thaler also serves as a principal of Fuller & Thaler Asset Management in San Mateo, CA, an asset management firm co-founded by Prof. Thaler in 1999, which manages approximately $9 billion. Prof. Thaler has also served as a Senior Advisor to PIMCO since January 2019.


Lewis N. Wolff, 84
Director 

Mr. Wolff has served as Chairman and Chief Executive Officer of Wolff Urban Management, Inc., a real estate acquisition, investment, development and management firm, since 1994. Mr. Wolff acquired co-ownership of Major League Baseball’s Oakland Athletics in April 2005 and also ownership of Major League Soccer’s San Jose Earthquakes in July 2007. Previously, he was an investor in the St. Louis Blues National Hockey League Team and the Golden State Warriors National Basketball Association team. Mr. Wolff is also Co-Founder and, since 1994, has served as Co-Chairman of Maritz, Wolff & Co., a privately held hotel investment group that manages top-tier luxury hotels. Mr. Wolff and his partner, Flip Maritz, most recently closed the sale of the Rosewood Hotel & Resort Management Company and Maritz, Wolff & Co. assets included The Carlyle Hotel, Little Dix Bay Resort, The Mansion at Turtle Creek and the Inn of the Anasazi – Santa Fe, New Mexico. Mr. Wolff has served on the Board of Directors of Sunstone Hotel Investors, Inc. (NYSE: SHO), the Board of Directors of First Century Bank, Vice Chairman of Rosewood Hotels & Resorts, and co-Chairman of Fairmont Hotels & Resorts, a hotel management company formed by Fairmont Hotel Management Company and Canadian Pacific Hotels & Resorts, Inc. from 1999 through summer 2004. Mr. Wolff currently serves on the Board of Directors of Bobrick Washroom Equipment and Santa Clara University Board of Regents. Mr. Wolff holds a Bachelor’s Degree in Business Administration from the University of Wisconsin, Madison. He received his MBA from Washington University in St. Louis.