# Ultimate Escapes



## AKTHUE (Feb 16, 2010)

Today was the deadline whereby Ultimate Escapes (UEI) had to raise some serious new capital to avoid being delisted by NYSE-Amex. I haven't seen any news of whether they were successful. The stock dropped another 10% to close at 3.00. Does anyone know what happened?


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## EducatedConsumer (Feb 16, 2010)

See update below.


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## EducatedConsumer (Feb 17, 2010)

*February 17, 2010 Ultimate Escapes Postpones Secondary Public Offering*

February 17, 2010 Ultimate Escapes Postpones Secondary Public Offering
•Shares to be Suspended from NYSE Amex 
•Shares to Begin Trading on OTC 

ORLANDO, Fla., Feb 17, 2010 (BUSINESS WIRE) -- Ultimate Escapes, Inc. (NYSE Amex: UEI and UEI-WT) (the "Company"), one of the world's largest luxury destination clubs, today announced that due to difficult market conditions, it has postponed its contemplated secondary public offering of shares of its common stock. As a result of the postponement of the offering and the Company's non-compliance with NYSE Amex original listing standards, the Company's shares will be suspended from the NYSE Amex effective at the open of the market on February 18, 2010. 

Following the suspension, the Company expects that its common stock will be quoted on the OTC Bulletin Board (the "OTCBB"), operated by FINRA, provided a market maker files the necessary trading application and such application is cleared by FINRA. In that regard, the Company has been advised by two market makers that they intend to file the required Form 211 applications. In any event, it is expected that the Company's securities will be quoted on the Pink Sheets, a centralized electronic quotation service for over-the-counter securities operated by Pink OTC Markets Inc., beginning on February 18, 2010. The Company plans to continue to file periodic, quarterly and annual reports with the SEC. 

"We are disappointed that we are unable to complete the offering at this time. Unfortunately, the difficult market conditions over the last several weeks have led to a number of IPO's and secondary offerings being downsized or postponed. We expect to pursue our secondary offering during 2010 when market conditions are more favorable," said Ultimate Escapes President and Chief Executive Officer Jim Tousignant. 

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company and there shall not be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. 

About Ultimate Escapes(R) 

Founded in 2004, Ultimate Escapes is the largest luxury destination club as measured by number of club destinations, and the second-largest destination club as measured by number of members. Ultimate Escapes offers club members flexible access to a growing collection of hundreds of multi-million dollar private residences and luxury hotels in more than 150 global club and affiliate destinations. Locations range from chic urban apartments to charming beach cottages, spacious five-bedroom homes to an 80-foot private yacht. Each trip is coordinated by experienced, knowledgeable staff, trained to handle every vacation detail. Additional information about Ultimate Escapes and its club and membership offerings can be found at www.ultimateescapes.com. 

About the OTCBB 

The OTCBB is a regulated quotation service operated by FINRA that displays real-time quotes, last-sale prices, and volume information in OTC equity securities. It is a quotation medium for subscribing members, not an issuer listing service. An OTC equity security generally is any equity that is not listed or traded on a national securities exchange. OTCBB securities include national, regional, and foreign equity issues, warrants, units, ADRs, and Direct Participation Programs. More information is available at http://www.otcbb.com. 

About Pink OTC Markets Inc. 

Pink OTC Markets Inc. is a financial information and technology services company that operates an inter-dealer electronic quotation and trading system in the Over-the-Counter, or OTC, securities market. It is not registered with the Securities and Exchange Commission as a stock exchange or a broker-dealer firm. Investors should contact a broker-dealer firm to trade in a security quoted on the Pink Sheets. More information is available at http://www.pinksheets.com. 

Forward Looking Statements 

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and Ultimate Escapes. Words such as "expects," "intends," "plans," "believes," "anticipates," "hopes," "estimates," and variations of such words and similar expressions are intended to identify forward-looking statements. Although Ultimate Escapes believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of Ultimate Escapes. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, future operating or financial results; expectations regarding the strength of the future growth of the luxury destination club industry; future acquisitions, business strategy and expected capital spending; general market conditions and industry trends; risks associated with operations outside the United States; and other factors listed from time to time in Ultimate Escapes' filings with the Securities and Exchange Commission at http://www.sec.gov. Ultimate Escapes expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Ultimate Escapes' expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. 



SOURCE: Ultimate Escapes, Inc. 

Investor Relations:ICRWilliam Schmitt, 203-682-8200william.schmitt@icrinc.comorMedia:Turner PRAliza Rothman, 303-333-1402aliza@turnerpr.com
Copyright Business Wire 2010


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## wdinner (Feb 17, 2010)

*Last trade at $2.19*

Unfortunate and not particularly good news .  The last trade at 11:25 was at $2.19 down $0.80 from yesterday's close and with volume so far today at 26,850 shares.

It is not surprising that the secondary did not get done. Not having the additional cash will hurt operations and will curtail shopping for other clubs or alliances.  The volume, anemic in any case will even be smaller.  For those still holding stock, it will be virtually impossible to get out. And if they want to do so and the spreads will be wider than a Boeing 787. 

We will all need to pay careful attention to the upcoming quarterly docs and statements from management.

At this price it might just be a great buy - but the liquidity issues are very serious.  Someone is buying the shares, It will be interesting to see if management is picking up any of the fallout.

At least I will be able to watch the story next week from the UE Premier Condo in the Turks and Caicos.

Bill


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## AKTHUE (Feb 17, 2010)

*It doesn't sound good*



wdinner said:


> Unfortunate and not particularly good news .  The last trade at 11:25 was at $2.19 down $0.80 from yesterday's close and with volume so far today at 26,850 shares.
> 
> It is not surprising that the secondary did not get done. Not having the additional cash will hurt operations and will curtail shopping for other clubs or alliances.  The volume, anemic in any case will even be smaller.  For those still holding stock, it will be virtually impossible to get out. And if they want to do so and the spreads will be wider than a Boeing 787.
> 
> ...



The reason given by management - the market wasn't good - is always given. This is a bad omen for UE. They could not get institutions to buy in a secondary. UE needs more equity investment but aren't getting it. Be prepared for another assessment or increased dues or serious curtailment of services or locations.


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## UnhappyInCT (Feb 17, 2010)

wdinner said:


> At this price it might just be a great buy - but the liquidity issues are very serious.  Someone is buying the shares, It will be interesting to see if management is picking up any of the fallout.
> 
> At least I will be able to watch the story next week from the UE Premier Condo in the Turks and Caicos.



Enjoy the vacations while you can, but do not throw good money after bad.  I think this is the beginning of the end.


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## AKTHUE (Feb 17, 2010)

UnhappyInCT said:


> Enjoy the vacations while you can, but do not throw good money after bad.  I think this is the beginning of the end.



I fear you are right. UE doesn't has way too much debt and cannot service it. The only reason they got the merger done with Secure America is that they paid off many of the equity holders to vote for it. I don't understand why that was legally allowed. 

No one is going to put equity into this and the members need to be very careful. Once burned...


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## TarheelTraveler (Mar 16, 2010)

Update on Norring litigation against Ultimate Escapes:

I'd post the actual filings of both the plaintiffs and defendants, but I don't think this site lets you do it.

Nonetheless, here is a link to the order in the case:

http://www.leagle.com/unsecure/page.htm?shortname=infdco20100312b44

To my knowledge, this is the first substantive detailed order in member litigation against UE.  Looks like a mixed bag for the plaintiffs and defendants. Two of plaintiff's counts were dismissed without prejudice (allowing the plaintiffs to refile with additional info.), but the remaining motions to dismiss on the other counts by defendants were denied.

Looks like plaintiff did not provide enough information connecting UE and PE.  Lesson from this is make sure you read and understand what you are signing.  Court places great importance on the contract itself, including on some standard contract provisions.  This case has gone on longer than most, and looks like it will be interesting to watch it play out.


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## Kagehitokiri2 (Mar 16, 2010)

> Plaintiff establishes these four elements by alleging that he has demanded from Defendants, but has not received, a refund of the Initial and Platinum Deposits and that the parties presently dispute whether the Initial and Platinum Deposits must be refunded pursuant to any of the vacation club agreements at issue in this case. (Doc. No. 1 ¶¶ 19-21, 35-38.) Accordingly, Plaintiff lawfully seeks a declaratory judgment in Count III.



breach of contract and fraudulent inducement dismissed.


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