Exclusive Resorts’ offer to buy Inspirato just got more premium.
The Denver-based vacationing firm has upped its bid to takeover the publicly-traded company from $3.15 a share to $3.50 a share, according to a Thursday offer letter.
That price values Inspirato, the members-only luxury travel club, at $43.6 million, up from $39 million under the previous offer.
That figure does not include an additional approximately $25 million that Exclusive Resorts says it would also spend to rid of Inspirato’s debt, pay off “outstanding equity-linked securities” and cover transaction expenses. Exclusive said it would spend $68.6 million in all.
Exclusive CEO James Henderson called the bid “our best and final offer.”
Inspirato closed the day Thursday trading at $3.07 a share, a number that’s up 5% on the week so far. Neither Exclusive nor Inspirato publicized the increased offer before markets closed.
The $3.50 a share offer represents a 14% premium on Thursday’s closing price.
In an SEC filing Friday morning, Inspirato said it “does not believe that this proposal is actionable.”
“(Inspirato’s) board of directors will continue to consider all available options to advance the best interests of the Company and its stockholders,” the company said.
The move comes after Inspirato broke off a deal to combine Inspirato with Buyerlink, a digital marketing firm that Inspirato CEO Payam Zamani also owns. A minority shareholder told Inspirato’s board that move “reeks of self-dealing” by Zamani before the firms announced the “mutual decision” to leave the bargaining table.
Zamani staunchly denies that claim and on Monday chalked up the deal falling apart to shareholder concerns.
“Collective success requires a level of collective unity,” Zamani told BusinessDen Monday. “And I think that (with) this transaction, I wish there was more unity amongst everyone involved.”
Zamani declined to answer specific questions when reached by BusinessDen on Thursday, citing a non-disclosure agreement with Exclusive.
“There are specific rules around what’s disclosed and what is not, and ongoing negotiations don’t need to be disclosed every step up the way,” he said. “Beyond that, I have really no comment.”
A spokeswoman for Exclusive also declined to comment.
Both Exclusive Resorts and Inspirato were started by brothers Brad and Brent Handler, the former in 2002 and the latter in 2011.
The pair sold their stake in Exclusive in 2004 to AOL co-founder Steve Case, who is still the private company’s majority shareholder. The Handlers left the company along with co-founder and Shark Tank alum Tom Filippini in 2009 and have no ownership in Exclusive Resorts, they told BusinessDen.
But despite a contentious departure from Inspirato, the Handlers are still sizable shareholders in the company, which went public in 2021 under their watch. Brad owns 3.8% of the company and Brent owns 4.3%, according to SEC filings.
Zamani joined Inspirato last August and beneficially owns 49% of the company. Both Handler brothers left the company’s board around that same time.
Editor’s note: This story has been updated to include Inspirato’s comment about the offer.