MYCC Clubcorp Holdings, Inc. (delisted)

Other Information

        You should not send documents representing ClubCorp common stock with the proxy card. If the merger is completed, the paying agent for the merger will send you transmittal materials and instructions for exchanging your shares of ClubCorp common stock for the consideration to be paid to the former ClubCorp stockholders in connection with the merger.

Questions

        If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact MacKenzie Partners, Inc., our proxy solicitor, by calling (800) 322-2885.

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THE MERGER PROPOSAL
(PROPOSAL 1)

        We are asking you to approve the merger agreement. For a summary of and detailed information regarding this proposal, see the information about the merger agreement throughout this proxy statement, including the information set forth under the sections of this proxy statement captioned "The Merger" and "The Merger Agreement." A copy of the merger agreement is attached as Annex A to this proxy statement. You are urged to read the merger agreement carefully and in its entirety.

         The Board unanimously recommends that the ClubCorp stockholders vote "FOR" the merger proposal.

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ADVISORY VOTE ON NAMED EXECUTIVE OFFICER MERGER-RELATED
COMPENSATION PROPOSAL
(PROPOSAL 2)

        In accordance with Section 14A of the Exchange Act, ClubCorp is providing its stockholders with the opportunity to cast a non-binding, advisory vote on the compensation that will be paid or may become payable to the named executive officers of ClubCorp in connection with the merger, the value of which is set forth in the table entitled "Golden Parachute Compensation" on page 86. This proposal, commonly known as "say-on-golden parachutes" is referred to in this proxy statement as the named executive officer merger-related compensation proposal. As required by Section 14A of the Exchange Act, ClubCorp is asking its stockholders to vote on the adoption of the following resolution:

        "RESOLVED, that the compensation that may be paid or become payable to ClubCorp's named executive officers in connection with the merger, as disclosed under "The Merger—Interests of ClubCorp's Executive Officers and Directors in the Merger—Potential Merger-Related Payments to Named Executive Officers," including the table, associated footnotes and narrative discussion, is hereby APPROVED."

        The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote on the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve the named executive officer merger-related compensation proposal, and vice versa. Because the vote to approve the named executive officer merger-related compensation proposal is only advisory in nature, it will not be binding on ClubCorp, Parent or the surviving corporation. Accordingly, because ClubCorp is contractually obligated to pay such merger-related compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the merger proposal is approved, regardless of the outcome of the advisory vote.

        There is no "required vote" on this proposal. Abstentions and broker non-votes will not be counted as votes cast on the named executive officer merger-related compensation proposal and therefore will not affect the outcome of this proposal.

         The Board unanimously recommends that the ClubCorp stockholders vote "FOR" the named executive officer merger-related compensation proposal.

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ADJOURNMENT PROPOSAL
(PROPOSAL 3)

        ClubCorp stockholders are being asked to approve a proposal that will give us authority from the stockholders to adjourn the special meeting for the purpose of soliciting additional proxies in favor of the merger proposal if there are not sufficient votes at the time of the special meeting to approve the merger proposal. If a quorum is not present, the person presiding at the special meeting or the stockholders acting by the affirmative vote of the holders of a majority of the shares of ClubCorp common stock present or represented by proxy at the special meeting and entitled to vote thereon may adjourn the special meeting to another place, date or time.

        In addition, the Board could postpone the special meeting before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, stockholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals. If the adjournment is for more than 60 days, a new record date must be set for the adjourned meeting and a notice of the adjourned meeting will be given to each stockholder of record entitled to vote.

        The adjournment proposal will be approved only if the number of votes cast in favor of the adjournment proposal exceeds the number of votes cast in opposition to the adjournment proposal. Abstentions and broker non-votes will not be counted as votes cast on the adjournment proposal and therefore will not affect the outcome of this proposal. If you sign and return a proxy and do not indicate how you wish to vote on the adjournment proposal, your shares will be voted in favor of the adjournment proposal. ClubCorp does not intend to call a vote on this proposal if the merger proposal has been approved at the special meeting.

         The Board unanimously recommends that the ClubCorp stockholders vote "FOR" the adjournment proposal.

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THE MERGER

         The discussion of the merger in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and hereby incorporated by reference into this proxy statement.

Structure of the Merger

        Subject to the terms and conditions of the merger agreement and in accordance with the NRS, at the effective time, Merger Sub will merge with and into ClubCorp, the separate corporate existence of Merger Sub will cease and ClubCorp will survive the merger as a wholly owned subsidiary of Parent.

Merger Consideration

        At the effective time, each share of ClubCorp common stock issued and outstanding immediately prior to the effective time (other than shares (i) owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent immediately prior to the effective time, and in each case not held on behalf of third parties, (ii) owned by ClubCorp, including shares held in treasury by ClubCorp, and in each case not held in a fiduciary capacity on behalf of third parties, and (iii) owned by any direct or indirect wholly owned subsidiary of ClubCorp) will be automatically converted into the right to receive $17.12 in cash, without interest and subject to any applicable withholding taxes. After the merger is completed, holders of ClubCorp common stock as of immediately prior to the effective time will have only the right to receive a cash payment in respect of their shares of ClubCorp common stock, and will no longer have any rights as holders of ClubCorp common stock, including voting or other rights. Shares of ClubCorp common stock held by ClubCorp, including shares held in treasury by ClubCorp, or by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent (in each case, not held on behalf of third parties) as of immediately prior to the effective time will be cancelled at the effective time. Shares of ClubCorp common stock owned by any direct or indirect wholly owned subsidiary of ClubCorp will remain outstanding, except that the number of such shares owned by such subsidiaries may be adjusted following the merger to maintain relative ownership percentage.

Treatment of ClubCorp Equity Awards

        The merger agreement provides that, immediately prior to the effective time:

•

each outstanding Restricted Share will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right of the holder of such Restricted Share to receive $17.12 in cash plus any accrued dividends payable in respect of such Restricted Share;



•

each outstanding PSU (other than any Road to 300 PSU) will automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right of the holder of such PSU to receive, an amount in cash equal to the product of (A) the target number of shares subject to such PSU immediately prior to the effective time multiplied by (B) $17.12, plus any accrued dividend equivalents payable in respect of such PSU; and



•

each Road to 300 PSU will be cancelled without the payment of any consideration;

provided that the amounts payable with respect to such Restricted Shares or PSUs will vest and be payable by the surviving corporation, subject to the applicable holder's continued employment through the applicable payment date (in the case of PSUs) or vesting date (in the case of Restricted Shares), as applicable, (A) with respect to Restricted Shares or PSUs, as applicable, that are not vested in accordance with their terms at the effective time, (i) fifty percent (50%) upon the 60-day anniversary of the date that the effective time occurs (or the next payroll date following such anniversary) and (ii) fifty

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percent (50%) at or promptly after the effective time, and (B) with respect to Restricted Shares or PSUs, as applicable, that are vested as of the effective time in accordance with their terms, at or promptly following the effective time, and in all cases, without any interest for the period from the effective time until the applicable Restricted Share Payment Date or PSU Payment Date and less applicable taxes required to be withheld with respect to such payment; provided , further , that if the employment of a holder of Restricted Shares or PSUs is, following the effective time, but prior to the applicable Restricted Share Payment Date or PSU Payment Date, as applicable, terminated for any reason other than (x) by Parent or any of its affiliates (including the surviving corporation) for "cause" (as such term is defined in the Stock Award Plan) or (y) by such holder without "good reason" (as such term is defined in the merger agreement), then, in the case of each of the foregoing clauses (x) and (y), the payment described above will be accelerated to the next practicable payroll date after the date of such termination.

Effects on ClubCorp if the Merger Is Not Completed

        If the merger proposal is not approved by ClubCorp stockholders or if the merger is not completed for any other reason, ClubCorp stockholders will not receive any payment for their shares in connection with the merger agreement or the transactions contemplated thereby. Instead, ClubCorp will remain an independent public company and shares of ClubCorp common stock will continue to be listed and traded on the NYSE. In addition, if the merger is not completed, ClubCorp expects that management will operate ClubCorp's business in a manner similar to that in which it is being operated today and that ClubCorp stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the highly competitive industry in which ClubCorp operates and adverse economic conditions.

        Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, it is likely that the price of ClubCorp's common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of ClubCorp's common stock would return to the price at which it trades as of the date of this proxy statement.

        Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of ClubCorp common stock. If the merger is not completed, the Board will continue to evaluate and review ClubCorp's business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate. If the merger proposal is not approved by ClubCorp stockholders or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to ClubCorp will be offered or that ClubCorp's business, prospects or results of operation will not be adversely impacted.

        Further, upon termination of the merger agreement, under certain specified circumstances, ClubCorp may be required to pay a termination fee of $34.2 million to Parent pursuant to the terms and conditions of the merger agreement. Upon termination of the merger agreement, under certain circumstances, ClubCorp may be required to reimburse Parent, Merger Sub and their respective affiliates for up to $2.5 million of certain fees and expenses incurred in connection with the merger agreement and the transactions contemplated thereby, or in the event that the ClubCorp stockholders fail to approve the merger agreement, up to $6.25 million of its transaction-related expenses, in each case, pursuant to the terms and conditions of the merger agreement. Upon termination of the merger agreement, under certain specified circumstances, Parent may be required to pay ClubCorp a reverse termination fee in an aggregate amount of $74.2 million and enforcement expenses pursuant to the terms and conditions of the merger agreement. See the section entitled "The Merger Agreement—Termination Fees and Expenses" beginning on page 121 for a discussion of the circumstances under which either party will be required to pay a termination fee.

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Background of the Merger

        As part of its ongoing evaluation of our business, the Board, together with management, regularly reviews opportunities to enhance stockholder value. Our long-term strategy includes pursuing organic membership growth through a variety of methods, including, for example, the introduction and continued promotion of our Optimal Network Experience product, use of a disciplined capital investment strategy to "reinvent" certain of our existing clubs to promote greater usage and improve member retention, and the leveraging of our operational expertise to identify acquisition targets that present opportunities to expand our Golf and Country Club and Business, Sports and Alumni Club portfolio. For fiscal years 2010 through 2016, we spent approximately $400 million to acquire new golf and country clubs and for fiscal years 2007 through 2016, we invested more than $690 million to build new, reinvent, upgrade, maintain and replace existing facilities and amenities. In the 24-week period ended June 13, 2017, we acquired four new golf and country clubs for $17.8 million (including the assumption of debt) and invested $52.5 million in capital expenditures.

        As part of that ongoing evaluation, the Board and management regularly review our prospects as a standalone public company and evaluate and consider, in light of our financial performance and applicable market, economic, competitive and other conditions and factors, a wide range of other strategic alternatives, including acquisitions, business combinations, strategic partnerships and financing alternatives. In addition, we engage with our stockholders on an ongoing basis to encourage dialogue and understand our stockholders' perspectives.

        During the first nine months of 2016, representatives from various investment banks contacted members of the Board and management to offer their assistance and ideas to enhance stockholder value. Also during this period, representatives of several private equity and financial investors contacted members of the Board and management to express an interest in learning more about, and exploring a potential transaction with, ClubCorp. The Board was informed of these contacts as they occurred, and, at the direction of the Board, management conducted certain preliminary meetings described below.

        On March 30, 2016, a representative of a private equity firm (which we refer to as "Party A") met, at Party A's request, with management and John Beckert, Chairman of the Board, to learn more about ClubCorp. On an unsolicited basis, the representative of Party A suggested the possibility of an investment by Party A in ClubCorp.

        Also on March 30, 2016, a representative of another private equity firm (which we refer to as "Party B") met, at Party B's request, with management to learn more about ClubCorp. On an unsolicited basis, the representative of Party B suggested the possibility of an investment by Party B in ClubCorp.

        On April 6 and 7, 2016, a representative of a private equity firm (which we refer to as "Party C") met, at Party C's request, with management to learn more about ClubCorp. On an unsolicited basis, the representative of Party C suggested the possibility of an investment by Party C in ClubCorp. Party C's representative also met with Mr. Beckert, and Doug Brooks, a director.

        On April 13, 2016, Eric Affeldt, our Chief Executive Officer, held separate follow-up calls with representatives of Party A and Party C.

        On April 19, 2016, Mr. Affeldt received a call from an executive of a financial investor (who we refer to as "Executive A"). On an unsolicited basis, Executive A suggested the possibility of an investment by a group of financial investors (which we refer to collectively as "Party D") led by Executive A and an executive from one of the other financial investors comprising Party D (who we refer to as "Executive B").

        On April 26, 2016, the Board held a meeting, with management present, at which potential strategic alternatives available to ClubCorp, including the above contacts and expressions of interest

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from potential private equity and financial investors, were discussed. The Board also invited an investment bank (which we refer to as "Bank A"), which previously signed a non-disclosure agreement with ClubCorp, to join this meeting so that Bank A could discuss with the Board various potential strategic alternatives that such investment bank believed the Board may wish to consider. The Board authorized management to continue to have preliminary conversations with parties expressing inbound interest in a potential transaction or investment involving ClubCorp if, in management's judgment, such party's interest was serious and such party's ability to undertake a transaction was credible and to update the Board on the status of those discussions. The Board also requested that Bank A participate in its June 2016 Board meeting to further discuss potential strategic alternatives with the Board.

        On May 3, 2016, members of management met again at Party A's request with representatives of Party A to continue their discussions about ClubCorp.

        On May 10, 2016, members of management met again at Party B's request with representatives of Party B to continue their discussions about ClubCorp.

        On May 18, 2016, representatives of another investment bank arranged for representatives of a foreign strategic investor (which we refer to as "Party E") to meet with members of management. During this meeting, the parties discussed their respective business operations in order to determine whether there were potential synergies in a joint venture or other strategic alliance between ClubCorp and Party E.

        On June 10, 2016, the Board held a meeting at which representatives of Bank A and representatives of Simpson Thacher & Bartlett LLP ("Simpson Thacher," and solely for the purposes of this section "The Merger—Background of the Merger", the "legal advisors") were present by invitation of the Board. Bank A reviewed potential alternative financing and strategic alternatives available to ClubCorp. Representatives of Simpson Thacher reviewed with the Board its fiduciary duties to ClubCorp and its stockholders generally and in connection with its consideration of potential strategic alternatives. At the meeting, the Board also discussed the interest expressed by various parties to date. The Board determined to continue to discuss potential alternative financings and strategic alternatives available to ClubCorp, and directed management to continue to have preliminary conversations with any parties expressing inbound interest in a potential transaction or investment involving ClubCorp if, in management's judgment, such party's interest was serious and such party's ability to undertake a transaction was credible and to update the Board on the status of those discussions.

        On August 1, 2016, Mr. Affeldt met with a representative of Party C to further discuss Party C's interest in ClubCorp.

        On September 1, 2016, representatives of a foreign-based financial investor (which we refer to as "Party F") met with management to learn more about ClubCorp.

        On September 15, 2016, FrontFour Capital Group LLC (together with its affiliates, "FrontFour Capital"), an investor in ClubCorp, sent a public letter to Mr. Affeldt and the Board expressing concerns over ClubCorp's recent performance and requesting that the Board pursue strategic alternatives, including a potential sale of ClubCorp, in order to unlock stockholder value. ClubCorp actively engaged with its stockholders and held several discussions with FrontFour and other stockholders after receipt of this letter.

        On September 19, 2016, representatives of an investment bank contacted management to discuss the possible sale of ClubCorp's Business, Sports and Alumni Clubs division to a prospective investor.

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        On September 20, 2016, Mr. Affeldt received an unsolicited call from a representative of Party F who made a verbal expression of interest on behalf of Party F to acquire ClubCorp for $19.00 per share.

        On September 29, 2016, the Board held a meeting with management at which the verbal expression of interest from Party F and the earlier expressions of interest by several potential private equity and financial investors were discussed. The Board determined to further explore potential strategic alternatives available to ClubCorp and to formally engage a financial advisor to assist ClubCorp with its review of, among other things, the competitive landscape, market trends, ClubCorp's current equity market positioning and valuation, as well as potential strategies to enhance stockholder value. The Board further created a Strategic Review Committee, consisting of three of its independent directors: John Beckert, as Chairman, Doug Brooks and Lou Grabowsky (the "Strategic Review Committee"). The Board authorized the Strategic Review Committee to contact several investment banks to be considered to serve as a financial advisor to ClubCorp and, with the assistance of management and ClubCorp's financial and legal advisors, to facilitate ClubCorp's entering into non-disclosure agreements and providing confidential information to prospective interested parties in order to further evaluate a potential strategic transaction.

        Over the next several months, the Strategic Review Committee met on a regular (often weekly) basis, including at times with members of management and ClubCorp's financial and legal advisors. The Strategic Review Committee also regularly hosted calls with the Board to update the Board on developments and solicit the Board's feedback and guidance.

        During the week of October 10, 2016 and on October 18, 2016, several investment banks, including Jefferies and Wells Fargo Securities, were invited to interview for the role of financial advisor to ClubCorp and met with the Strategic Review Committee and members of management.

        On October 17, 2016, the Strategic Review Committee held a Board update call and informed the Board of its progress with respect to engaging a financial advisor, including criteria used for evaluating prospective financial advisors and an overview of the prospective financial advisors' past and current relationships with ClubCorp. Potential strategic alternatives, the time frame for the process of evaluating strategic alternatives and considerations with respect to handling potential leaks and market speculation were also discussed during the call.

        On October 19, 2016, the Strategic Review Committee met to review the capabilities of the prospective financial advisors that had been interviewed and their past and current relationships with ClubCorp. The Strategic Review Committee also received management's input and recommendations with respect to the prospective financial advisors. In consideration of such factors including, among other things, the experience of Jefferies and Wells Fargo Securities, the Strategic Review Committee subsequently determined to engage Jefferies and Wells Fargo Securities as ClubCorp's financial advisors in connection with ClubCorp's review and assessment of various potential strategic and/or financial alternatives.

        On October 27, 2016, a Board meeting was held, with management and ClubCorp's financial and legal advisors present, at which the status of the strategic review process was discussed. Members of the Strategic Review Committee updated the Board on planning efforts. Representatives of Simpson Thacher and Brownstein Hyatt Farber Schreck, LLP, ClubCorp's Nevada counsel, who were also present at the meeting, gave a presentation regarding the Board's fiduciary duties under Nevada corporate law generally and in connection with the Board's consideration of potential strategic alternatives. The Board also requested that management review and update its existing long-range outlook (the "LRO"), which contained financial projections to be provided to potential investors and ClubCorp's financial advisors and authorized the Strategic Review Committee to review and approve the LRO.

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        During the period from October 28, 2016 through November 4, 2016, the Strategic Review Committee held several meetings, together with management and ClubCorp's financial advisors, to discuss, among other things, (i) the proposed process, including preparation of marketing materials and other ClubCorp information to be provided to potential investors under non-disclosure agreements, (ii) the list of potential investors to be approached, and (iii) the timing and communications plan for the proposed process. Management also held meetings with ClubCorp's financial advisors to review ClubCorp's history, current operations, strategic initiatives and the LRO.

        On October 31, 2016, the Strategic Review Committee held a Board update call with respect to, among other things, the status of the preparation of marketing materials and potential interested investors. Proposed timing and key dates regarding strategic alternatives were also discussed during the call.

        On November 9, 2016, the Strategic Review Committee met to discuss the status of the preparation efforts. The Strategic Review Committee also reviewed the LRO, and reviewed and approved a draft non-disclosure agreement, which included customary provisions, such as a standstill and "don't ask, don't waive" provision (which provisions are waivable by the Board consistent with its fiduciary duties under applicable law). This form of non-disclosure agreement was prepared for prospective investors described below.

        From November 10, 2016 to November 17, 2016, ClubCorp's form of non-disclosure agreement was sent to 18 prospective investors, including six strategic investors, 11 private equity and financial investors, including Apollo, and one foreign investor. These prospective investors were those that the Strategic Review Committee, with input from management and ClubCorp's financial advisors, had determined were likely to have an interest in a strategic transaction with ClubCorp based on prior contacts with ClubCorp and investor profile.

        On November 11, 2016, the Strategic Review Committee held a meeting, together with management and ClubCorp's financial advisors, at which the status of communications with prospective investors that had been contacted was discussed and the contacting of additional prospective investors was considered. The LRO and data room readiness were also discussed at the meeting, and the Strategic Review Committee approved the LRO.

        On November 18, 2016, the Strategic Review Committee held a meeting, together with management and ClubCorp's financial advisors, at which the status of discussions with prospective investors and the status of ClubCorp's marketing materials and data room was discussed. Additional prospective investors that could be contacted were also discussed, and the Strategic Review Committee authorized Jefferies and Wells Fargo Securities to contact such additional prospective investors.

        From November 18, 2016 to November 28, 2016, ClubCorp's form of non-disclosure agreement was sent to eight additional prospective investors, including five strategic investors and three private equity firms.

        During the period from November 17, 2016 to November 30, 2016, Apollo, Party A, Party B, Party C, Party D, Party F, a private equity firm (which we refer to as "Party H"), a private equity firm (which we refer to as "Party I"), a private equity firm (which we refer to as "Party J"), a private equity firm (which we refer to as "Party K"), a private equity firm (which we refer to as "Party L"), and a private equity firm (which we refer to as "Party M"), returned signed non-disclosure agreements and were provided access to the data room to conduct due diligence.

        On November 28, 2016, the Strategic Review Committee held a Board update call regarding the current status of the strategic review process, including the prospective investors that had returned signed non-disclosure agreements. The Strategic Review Committee also informed the Board that ClubCorp's marketing materials had been finalized, and discussed with the Board proposed scheduling of initial meetings with prospective investors.

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        During the period from December 1, 2016 through December 16, 2016, a private equity firm (which we refer to as "Party G"), a strategic buyer (which we refer to as "Party N"), a private equity firm (which we refer to as "Party O"), and four other financial and strategic investors returned signed non-disclosure agreements and were provided access to the data room to conduct due diligence.

        From December 1 to December 14, 2016, members of management conducted separate initial meetings with each of Apollo, Party A, Party B, Party C, Party F, Party G, Party H, Party I, Party J, Party M and Party O.

        On December 7, 2016, a Board meeting was held, with management and ClubCorp's financial and legal advisors in attendance. ClubCorp's financial advisors updated the Board as to, among other things, the status of the number of potential bidders that had entered into non-disclosure agreements, an overview of ClubCorp's current market position, and potential strategic alternatives.

        On December 8 and 9, 2016, ClubCorp's process letter was sent to each prospective investor that had returned a signed non-disclosure agreement with instructions to submit indications of interest by December 21, 2016.

        On December 16, 2016, the Strategic Review Committee held a meeting, with management and ClubCorp's financial advisors in attendance, in which it was discussed that Party F had informed management that it was no longer interested in pursuing a transaction with ClubCorp.

        On December 21, 2016, ClubCorp received seven non-binding, preliminary indications of interest, one from a strategic investor and six from private equity or financial investors. The 30 other prospective investors that had been contacted declined to submit indications of interest. Of the seven preliminary indications of interest received, four were for the purchase of all of ClubCorp's outstanding common stock (the "Potential Whole-Company IOIs"), with Apollo indicating a potential purchase price of $17.25-$19.00 per share, Party C indicating a potential purchase price of $16.00-$18.00 per share, Party G indicating a potential purchase price of $17.50-$18.50 per share and Party I indicating a potential purchase price of $16.00-$17.50 per share, representing implied premiums ranging from approximately 10% to approximately 31% over the $14.55 closing price per share of ClubCorp common stock on December 21, 2016. Two of the seven preliminary indications of interest were for investments in the form of convertible preferred securities (the "Potential Preferred Investment IOIs"), with Party A indicating an interest in investing $200-$250 million in the aggregate and Party H indicating an interest in investing approximately $220 million in the aggregate, in each case for preferred securities that would convert into approximately 19.9% of ClubCorp's outstanding common stock. Party A's indication of interest included a conversion premium of 15% over the 30-day VWAP of ClubCorp common stock prior to signing and a 5% annual dividend and Party H's indication of interest included a conversion premium of 15% over the 20-day VWAP of ClubCorp common stock prior to signing and a 7.5% annual dividend. The remaining preliminary indication of interest was a proposal from Party N for a sale-leaseback transaction involving 50 to 100 golf and country clubs with an initial term of 15 years and an estimated transaction value of approximately $500 million to $1 billion (the "Potential Sale-Leaseback IOI"). Each of the preliminary indications of interest was subject to, among other things, the completion of due diligence and the negotiation of a definitive agreement.

        On December 23, 2016, the Strategic Review Committee held a meeting, together with management and ClubCorp's financial and legal advisors, at which the preliminary indications of interest received, expectations with respect to preliminary indications of interest that may be forthcoming from additional parties, and potential next steps in the process were discussed. Following this meeting, the Strategic Review Committee held a Board update call. Prior to the call, the Strategic Review Committee distributed to the Board copies and summaries of each of the seven preliminary indications of interest. The Board and the Strategic Review Committee discussed each of the indications of interest and potential next steps and, subsequently, at the Strategic Review Committee's request, those seven parties were invited to participate in the second round of the process.

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        The Strategic Review Committee continued to meet in 2017 on a regular (often weekly) basis, including at times with management and ClubCorp's financial and legal advisors. The Strategic Review Committee also continued to regularly host calls with the Board to update the Board on developments and solicit the Board's feedback and guidance.

        During the period from January 5, 2017 to February 1, 2017, a strategic investor (which we refer to as "Party P"), a private equity firm (which we refer to as "Party Q"), a foreign financial investor (which we refer to as "Party R"), two financial investors, one private equity firm and one additional foreign investor returned signed non-disclosure agreements and were provided access to the data room to conduct due diligence. Party P informed ClubCorp's financial advisors that Party P intended to work with Party C in connection with its evaluation of ClubCorp.

        On January 6, 2017, the Strategic Review Committee held a meeting, together with management and ClubCorp's financial and legal advisors, at which the seven parties that had submitted preliminary indications of interest, the preparation for the second round bidding process, the scope of additional materials for the data room and the availability of management to schedule site visits and management due diligence meetings were discussed. ClubCorp's financial advisors also provided an update on possible alternative real estate and debt financing options that a potential investor may use to finance an acquisition of ClubCorp and preliminary observations regarding ClubCorp from a financial perspective.

        On January 9, 2017, the Strategic Review Committee held a Board update call on matters discussed with management and ClubCorp's financial and legal advisors on January 6, 2017. The Strategic Review Committee discussed with the Board the Potential Whole-Company IOIs and the Strategic Review Committee's determination that each of these bids presented meaningful opportunities to enhance stockholder value and warranted further discussion. The Strategic Review Committee also discussed the Potential Preferred Investment IOIs with the Board and the Strategic Review Committee's determination that these indications of interest also presented meaningful opportunities to enhance stockholder value and warranted further discussion. The Board then discussed the fact that both Potential Preferred Investment IOIs contemplated the addition of two Board members to add operational and strategic expertise and guidance and the potential market reaction to such additions in light of each bidder's reputation in the market. Finally, the Strategic Review Committee discussed with the Board the Potential Sale-Leaseback IOI and determined that more information was needed to determine whether such a transaction would enhance stockholder value, particularly if the transaction involved fewer than 100 golf and country clubs. Discussion regarding the challenges of consummating the transactions proposed by the Potential Sale-Leaseback IOI and the possible effects on ClubCorp's market valuation and trading dynamics after such a transaction were also discussed. The Strategic Review Committee noted that it planned to continue discussions with Party N to better understand Party N's proposal for a sale-leaseback transaction.

        From January 11, 2017 to January 13, 2017, each of Apollo, Party A, Party C, Party G, Party H, Party I and Party N were granted access to additional due diligence materials in the data room.

        On January 12, 2017, Reuters published an unconfirmed story that ClubCorp was exploring a possible sale, indicating that such sale process had attracted the interest of potential buyers that included private equity firms, and the New York Stock Exchange suspended trading of ClubCorp common stock. Thereafter, ClubCorp issued a press release stating that it had formed the Strategic Review Committee to review and evaluate alternatives to further enhance stockholder value and had retained Jefferies and Wells Fargo Securities as financial advisors to assist in such strategic review. Following this public announcement, a number of additional parties contacted ClubCorp's financial advisors to express interest in a potential transaction with ClubCorp and, based on management's preliminary review, and input from ClubCorp's financial advisors, as to each party's level of interest and

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financial ability to undertake a transaction, certain of these parties, as discussed below, entered into a non-disclosure agreement with ClubCorp and thereafter were provided access to the data room.

        On January 20, 2017, the Strategic Review Committee held a meeting with management and ClubCorp's financial and legal advisors to discuss scheduling of site tours and management meetings with prospective investors and updates regarding other prospective investors with potential interest in participating in the process.

        During the period from January 24, 2017 through February 16, 2017, management held in-person due diligence meetings with each of Apollo, Party A, Party C, Party G, Party H, Party I, Party P, and Party Q, and participated in additional due diligence calls with each of Party A, Party C, Party P, and Party Q. ClubCorp's financial advisors also attended these meetings and calls.

        In order to incentivize certain members of senior management to remain at ClubCorp during the strategic alternative evaluation process, on January 24, 2017, ClubCorp entered into change in control severance agreements with each of Messrs. Affeldt, McClellan and Burnett and Ms. Keiser, which agreements were previously approved by the Board.

        On January 30, 2017, ClubCorp received a non-binding, preliminary indication of interest from Party Q to purchase all of ClubCorp's outstanding common stock at a purchase price of $16.50-$17.50 per share, representing an implied premium ranging from approximately 10% to approximately 17% over the $15.00 closing price per share of ClubCorp common stock on January 11, 2017, the last trading day prior to ClubCorp's press release regarding the Board's formation of a Strategic Review Committee. Party Q's preliminary indication of interest was subject to, among other things, the completion of due diligence and the negotiation of a definitive agreement.

        On February 9, 2017, the Board held a meeting, with management and ClubCorp's financial and legal advisors in attendance. ClubCorp's financial advisors updated the Board as to, among other things, the meetings held with potential investors and an overview of ClubCorp's current market position. The Board and ClubCorp's financial advisors also discussed potential growth opportunities for ClubCorp.

        On February 13, 2017, a non-binding, preliminary indication of interest, dated February 10, 2017, was received from Party R to purchase all of ClubCorp's outstanding common stock at a purchase price of $18.00-$21.00 per share, representing an implied premium ranging from approximately 20% to approximately 40% over the $15.00 closing price per share of ClubCorp common stock on January 11, 2017, the last trading day prior to ClubCorp's press release regarding the Board's formation of a Strategic Review Committee.

        On February 15, 2017, the Strategic Review Committee held a meeting, together with management and ClubCorp's financial and legal advisors, at which a draft form of the agreement and plan of merger (the "Draft Merger Agreement") that was distributed by Simpson Thacher prior to the meeting was discussed. The preliminary indication of interest received from Party R was also discussed.

        On February 16, 2017, a strategic investor returned a signed non-disclosure agreement and was admitted access to the data room to conduct due diligence.

        On February 17, 2017, the Strategic Review Committee held a meeting, together with management and ClubCorp's financial and legal advisors, at which the upcoming earnings release and related call, the meetings that management had held with certain prospective investors, other prospective investors that may be interested in participating in the strategic alternative evaluation process, an updated timeline and certain key dates, including an anticipated bid date and timing for distribution of the Draft Merger Agreement to interested bidders, were discussed. The parties also reviewed and discussed a draft of ClubCorp's second round process letter that was distributed prior to the meeting.

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        On February 21, 2017, ClubCorp's second round process letter was distributed to potential bidders and posted to the data room. The second round process letter requested that prospective investors submit definitive proposals, together with a mark-up of the Draft Merger Agreement, by March 10, 2017.

        During the period from February 21, 2017 through March 8, 2017, at the request of each of Party A, Party C, Party H, Party P, and Party Q, management held multiple due diligence sessions with each such party and their respective advisors, which sessions covered business, financial and legal matters, including with respect to membership initiation deposits.

        On February 24, 2017, the Strategic Review Committee held a meeting, together with management and ClubCorp's financial and legal advisors, to discuss feedback from prospective investors based on recent management meetings and due diligence sessions and additional due diligence requests of the prospective investors. Updates regarding other prospective investors and the Draft Merger Agreement and process timeline were also discussed during the meeting.

        On February 24, 2017, the Draft Merger Agreement, a draft form of an equity commitment letter (the "Draft ECL") and draft form of a limited guarantee (the "Draft Guarantee") were posted to the data room. The Draft Merger Agreement contemplated, among other things, a ClubCorp termination fee equal to 2% of the transaction equity value and a reverse termination fee of $125 million.

        On March 7, 2017, in light of feedback received from potential bidders then to date, the deadline for submission of definitive proposals, together with a mark-up of the Draft Merger Agreement, was extended to March 17, 2017.

        On March 9, 2017, FrontFour Capital submitted a formal nomination letter to ClubCorp, notifying ClubCorp of its intention to nominate candidates specified in such letter, including Emanuel Pearlman, for election to the Board at ClubCorp's 2017 annual meeting of stockholders. Over the next several weeks, Mr. Beckert and management had several conversations with FrontFour Capital about its nominations and perspectives regarding ClubCorp.

        On March 10, 2017, the Strategic Review Committee held a meeting, together with management and ClubCorp's financial and legal advisors, at which the status of prospective investors' due diligence, including meetings with management that had occurred and those scheduled in the future, calls with and feedback from certain of the prospective investors, and the revised timeline for bids, were discussed. It was noted that several parties informed ClubCorp's financial advisors that they did not intend to submit final proposals.

        On March 14, 2017 and March 15, 2017, management held in-person due diligence meetings with Party R and its advisors. ClubCorp's financial advisors also attended this meeting.

        On March 17, 2017, ClubCorp received a revised Potential Preferred Investment IOI from Party A for a $200-$250 million investment in convertible preferred stock with an initial conversion price per share of $16.50 and a 6% dividend. Also on March 17, 2017, ClubCorp received a revised Potential Preferred Investment IOI from Party H for a $227.5 million investment in convertible preferred stock with an initial conversion price of $17.25 per share and a 6% dividend (with rights to participate in any ClubCorp common stock dividend on an as converted basis). Except for these revised Potential Preferred Investment IOIs, ClubCorp did not receive any other indications of interest in response to its second round process letter.

        On March 22, 2017, a strategic investor (which we refer to as "Party S"), returned a signed non-disclosure agreement and was provided access to certain materials to conduct due diligence regarding ClubCorp's Business, Sports and Alumni Club division.

        On March 31, 2017, management held in-person due diligence meetings with Party S. ClubCorp's financial advisors also attended this meeting.

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        On April 3, 2017, ClubCorp received a non-binding, preliminary indication of interest, dated April 2, 2017, from Party S indicating an interest in purchasing ClubCorp's Business, Sports and Alumni Club division, on a debt-free basis, for $250 million using a combination of equity and third-party debt financing. Party S also indicated a desire to evaluate the possibility of leveraging its core capabilities to provide additional strategic services to ClubCorp's Golf and Country Club division. The preliminary indication of interest received from Party S was subject to, among other things, the completion of due diligence and the negotiation of a definitive agreement.

        Also on April 3, 2017, a Board meeting was held, with management and ClubCorp's financial and legal advisors in attendance. ClubCorp's financial advisors led the Board through a discussion of, among other things, the status of the process, an overview of ClubCorp's current market position, potential strategic alternatives, including an investment in the form of convertible preferred securities and the sale of the Business, Sports and Alumni Clubs division, and certain financial matters relating to ClubCorp. In particular, the general lack of interest then received to date from strategic buyers was discussed, which ClubCorp's financial advisors believed to be due, in part, to ClubCorp's unique business and lack of true competitors for which the acquisition would create meaningful synergies. While a sale of the Business, Sports and Alumni Club division was possible, the Board discussed the likelihood of potentially meaningful adverse tax consequences of such a sale and the potential impact on Golf and Country Club memberships due to network usage among all clubs. The Board also discussed the Potential Preferred Investment IOIs then received to date, and potential impact of such an investment on ClubCorp's balance sheet and its existing debt instruments as well as additional related dividends that ClubCorp would accrue, noting the high cost of capital associated with such an investment and the likelihood that ClubCorp would remain a public company with many of the same challenges. The Board considered these potential risks and consequences with respect to the Potential Preferred Investments IOIs in light of the lack of a clear and compelling use at the time for the proceeds from such investment. The Board also discussed the lack of bids to purchase ClubCorp as a whole, and the feedback from potential investors that there was too much uncertainty regarding industry growth prospects, the economy, ongoing state unclaimed property audits, and certain tax matters.

        On April 7, 2017, Party R submitted a non-binding, preliminary indication of interest for an investment in ClubCorp of $200-$250 million in the form of common stock at a price equal to a 10% discount from ClubCorp's then current market price (ClubCorp's closing stock price was $15.90 per share as of April 6, 2017), which indication of interest also included a requirement to appoint three of its director nominees to the Board. Party R's preliminary indication of interest was subject to, among other things, the completion of due diligence and the negotiation of a definitive agreement.

        On April 12, 2017, ClubCorp issued three separate press releases announcing its results of operations for the fiscal quarter ended March 21, 2017, Mr. Affeldt's intention to retire from his role as Chief Executive Officer upon the appointment of his successor and that, following the strategic review process led by the Strategic Review Committee, the Board unanimously had determined to not pursue a strategic transaction at such time and to continue executing its three-pronged growth strategy focused on organic growth, reinvention and transformation, and acquisitions. The press release also stated that the Strategic Review Committee would remain in place and that the Board and Strategic Review Committee would continue to consider all available alternatives to enhance stockholder value.

        On April 14, 2017, the Strategic Review Committee held a meeting, together with management and ClubCorp's financial and legal advisors, to discuss, among other things, current stockholders' reaction to ClubCorp's public announcement on April 12, 2017, and whether to take any further steps to explore Party S's prior expressed interest in ClubCorp's Business, Sports and Alumni Club division.

        On April 21, 2017, Apollo contacted Wells Fargo Securities to discuss, among other things, Apollo's desire for additional due diligence, including on ClubCorp's Business, Sports and Alumni

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Clubs division, overhead and expense information and certain information on specific clubs, and the Strategic Review Committee held a meeting, together with management and ClubCorp's financial and legal advisors, at which such call was discussed.

        On April 27, 2017, at Apollo's request, management held a due diligence session with Apollo and its advisors, including representatives of Paul, Weiss, Rifkind, Wharton & Garrison LLP ("Paul Weiss"), Apollo's legal counsel, covering key diligence items.

        On April 28, 2017, the Strategic Review Committee held a meeting, together with management and ClubCorp's financial and legal advisors, at which the conversations that management had with Apollo, Party C, Party P, Party Q and Party S, a potential sale of the Business, Sports and Alumni Clubs division, and an update regarding conversations with stockholders, including FrontFour Capital, were discussed.

        Also on April 28, 2017, ClubCorp received a non-binding, preliminary indication of interest from Apollo, which, among other things, reflected a proposed purchase price of $15.50 per share. In discussions between Wells Fargo Securities and Apollo, Apollo explained that its proposed purchase price per share as compared to its prior preliminary indication of interest resulted from due diligence conducted subsequent to Apollo's initial bid.

        On May 1, 2017, the Board held a meeting, with management and ClubCorp's financial and legal advisors in attendance, at which, among other things, Apollo's indication of interest was discussed. At the meeting, the Board determined that it had no interest in engaging in a transaction with Apollo at its proposed purchase price of $15.50 per share and would instead focus on its existing business plan and CEO succession planning, and directed Wells Fargo Securities to inform Apollo of the Board's decision. Wells Fargo Securities thereafter informed Apollo of the Board's determination, as instructed.

        On May 8, 2017, after discussions with the Strategic Review Committee and with input from ClubCorp's financial advisors, Mr. Beckert informed Apollo that it would need to significantly improve its proposed purchase price in order for the Board to consider reengaging with Apollo about a potential acquisition transaction.

        On May 11, 2017, Apollo contacted Wells Fargo Securities to express continued interest in pursuing a transaction and submitted a further revised non-binding, preliminary indication of interest which, among other things, increased its proposed purchase price to $16.50 per share.

        On May 12, 2017, the Strategic Review Committee held a meeting, together with management and ClubCorp's financial and legal advisors, at which Apollo's further revised indication of interest was discussed.

        Also on May 12, 2017, ClubCorp and FrontFour Capital entered into an agreement pursuant to which the Board appointed Simon Turner, as a class I director, and Emanuel Pearlman, as a class II director, to the Board effective as of May 12, 2017. Mr. Pearlman was also appointed on such date to the Strategic Review Committee.

        On May 15, 2017, a Board meeting was held, with management and ClubCorp's financial and legal advisors in attendance. ClubCorp's financial advisors led the Board through a discussion of, among other things, the recent indications of interest received from Apollo, the expression of interest indicated by Party S in the Business, Sports and Alumni Club division, an overview of ClubCorp's current market position, and potential strategic alternatives. In particular, the Board discussed Apollo's $16.50 per share revised indication of interest and the feedback received from multiple potential bidders indicating that such bidders would not be able to support a bid at or near $16.50 per share. In light of these discussions, the Board, with input from management and ClubCorp's financial advisors, considered the advantages and disadvantages of engaging in further discussions with Apollo or continuing to execute ClubCorp's current business plan. The Board noted that, while Apollo's indication of interest offered

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an attractive premium to ClubCorp's current and unaffected trading prices, Apollo's bid remained below ClubCorp's historical high trading prices and implied EBITDA multiples. Further discussion ensued regarding whether management would be able to execute the LRO and produce value in excess of Apollo's bid price, and the execution risks associated with such strategy. Following this discussion, the Board determined that discussions should continue with Apollo in an effort to increase the value of Apollo's bid.

        On May 22, 2017, a Board meeting was held, with ClubCorp's financial and legal advisors in attendance. ClubCorp's financial advisors led the Board through a discussion of, among other things, the status of discussions with Apollo, an overview of ClubCorp's current market position, and potential strategic alternatives. Discussion focused on a strategy to increase the value of Apollo's bid and the advantages and disadvantages of considering a potential strategic PIPE investment, while simultaneously considering Apollo's bid. The Board determined to continue discussions with Apollo and also to contact certain other specified strategic investors to determine their interest, if any, in a potential strategic PIPE investment in ClubCorp. In addition, the Board discussed contacting Party A and Party H to determine whether they were still interested in pursuing a PIPE investment and Party C and Party P to determine if they were still interested in pursuing a strategic investment in ClubCorp.

        On May 24, 2017, in accordance with the Board's directives, Wells Fargo Securities had a discussion with Apollo regarding Apollo's May 11, 2017 revised indication of interest, the potential exploration by ClubCorp of a strategic PIPE investment, and the Board's request that Apollo improve its proposed purchase price and provide a "best and final" offer for the Board to consider, together with a mark-up of the Draft Merger Agreement.

        On May 26, 2017, in accordance with the Board's directives, ClubCorp's financial advisors contacted six potential strategic PIPE investors as well as Party A, Party C, Party H and Party P.

        On June 1, 2017, as a follow-up to the May 26, 2017 outreach, ClubCorp's financial advisors had a call with Party C and Party P to discuss the possibility of a strategic investment in ClubCorp. Both bidders expressed interest in such an investment, and requested a meeting with the Strategic Review Committee and members of management to better understand the Board's objectives in pursuing such an investment before submitting a formal proposal.

        During the period from June 1, 2017 through June 27, 2017, at Apollo's request, management held multiple due diligence sessions with Apollo and its advisors covering risk management and insurance related matters, human resources matters, accounting, finance, tax, information technology and general legal matters, procurement and shared services matters, and membership initiation deposits.

        On June 2, 2017, the Strategic Review Committee updated the Board by email with respect to, among other things, continued conversations with Apollo, receipt of a signed non-disclosure agreement from one of the six strategic PIPE investors contacted on May 26, 2017 and the status of discussions with the other five strategic PIPE investors.

        On June 5 and 6, 2017, members of the Strategic Review Committee, together with management and ClubCorp's financial advisors, met with Party C, Party P and their respective advisors in New York and, on the following day with Party H and its advisors in New York.

        On June 12, 2017, the Strategic Review Committee held a meeting, with management and ClubCorp's financial and legal advisors in attendance. ClubCorp's financial advisors provided an update on the conversations with Apollo, Party A, Party C, Party H (including Party H's last Potential Preferred Investment IOI), Party P and two of the potential strategic PIPE investors, and management provided an update on its due diligence meetings.

        On June 13, 2017, management provided a revised cash flow analysis to Apollo that included a revised projection of 2017 Adjusted EBITDA of $259.4 million as compared to $261.6 million in the

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LRO, which decreased as a result of reduced private event bookings and weather-related issues in the first half of 2017.

        On June 13, 2017, management held a due diligence session with Party H covering business and legal matters.

        On June 14, 2017, Apollo presented to ClubCorp a full bid package, including a bid letter, debt commitment letters signed by Apollo's lenders and a mark-up of their proposed Draft Merger Agreement, Draft ECL and Draft Guarantee. Apollo's mark-up of the Draft Merger Agreement provided for, among other things, a purchase price of $17.00 per share in cash, an immediate suspension of ClubCorp's quarterly dividend and a prohibition on the payment of further dividends, limitations on ClubCorp's ability to take actions that could result in a superior proposal. Apollo's bid package also contemplated an increase in the duration of the period in which Parent would be able to market debt to fund the merger (such period, the "Marketing Period") to 20 days with rights to extend the Marketing Period for an additional 20-day period (the "Marketing Period Extension") subsequent to receipt of approval by ClubCorp's stockholders of the final merger agreement and the transactions contemplated thereby and expiration or termination of the HSR waiting period, an increase in ClubCorp's termination fee to 3% from 2% of the transaction equity value, a decrease in the reverse termination fee to 5.5% of the transaction equity value from $125 million and provisions requiring ClubCorp to reimburse certain of Apollo's expenses in several circumstances, including if Apollo terminated the final merger agreement due to an uncured material breach of the merger agreement by ClubCorp or if ClubCorp's stockholders did not approve the final merger agreement and the transactions contemplated thereby (the "Parent Vote Expense Reimbursement").

        On June 15, 2017, members of the Strategic Review Committee met with Party A to discuss ClubCorp and its prospects and a potential strategic investment by Party A in ClubCorp.

        On June 16, 2017, the Strategic Review Committee held a meeting, with management and ClubCorp's legal advisors in attendance. Simpson Thacher led the Strategic Review Committee through a discussion of Apollo's mark-up of the Draft Merger Agreement, a copy of which was circulated to the Strategic Review Committee and management in advance of the meeting. The parties discussed, among other things, certain terms and provisions of such mark-up, including the proposed treatment of dividends and equity awards, the proposed termination and reverse termination fees, the proposed provisions with respect to ClubCorp's ability to evaluate superior proposals and closing conditions following signing of a definitive merger agreement.

        Also on June 16, 2017, Party A presented to ClubCorp a revised Potential Preferred Investment IOI for a similar sized investment in convertible preferred stock as contemplated by Party A's March 17, 2017 proposal with an initial conversion price per share of $15.75 per share and an 8% dividend and other terms generally similar to its March proposal. Also on June 16, 2017, Party H presented to ClubCorp a revised Potential Preferred Investment IOI for a similar sized investment in convertible preferred stock as contemplated by Party H's March 17, 2017 proposal with an initial conversion price of $17.25 per share and a 6% dividend (with rights to participate in any ClubCorp common share dividend on an as converted basis) (unchanged from its March proposal) and other terms generally similar to its March proposal.

        On June 19, 2017, a Board meeting was held, with ClubCorp's financial and legal advisors in attendance. ClubCorp's financial advisors referred the Board to previously distributed disclosures to the Board regarding their respective material relationships with AGM and certain of its portfolio companies. ClubCorp's financial advisors then led the Board through a discussion of, among other things, the status of discussions with Apollo and various other prospective investors, and an overview of potential strategic alternatives then under consideration. ClubCorp's legal advisors also led the Board through a discussion of Apollo's mark-up of the Draft Merger Agreement, a copy of which was circulated to the Board in advance of the meeting. The Board discussed, among other things, certain

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terms and provisions of such mark-up and financial highlights provided by management, including ClubCorp's performance as compared to fiscal year 2017 and second and third quarter consensus estimates. The discussions also included (i) the fact that, while two of the potential strategic investors had executed non-disclosure agreements and were evaluating the opportunity further, three of the six potential strategic PIPE investors had declined the opportunity to pursue a PIPE with ClubCorp and it seemed likely that one additional strategic investor would decline such opportunity; (ii) the fact that Apollo and its advisors had substantially completed their due diligence and expected to be in a position to sign definitive documents within the next two weeks; and (iii) a summary of the revised Potential Preferred Investment IOIs from Party A and Party H. The Board determined that it was supportive of pursuing a transaction with Apollo and directed the Strategic Review Committee, with the assistance of management and ClubCorp's financial and legal advisors, to continue to negotiate with Apollo and, if possible, to determine whether Apollo would be willing to increase its per share purchase price to $17.50.

        On June 20, 2017, Simpson Thacher sent revised versions of the Draft Merger Agreement, Draft ECL and Draft Guarantee to Apollo and its legal counsel. The revised Draft Merger Agreement included, among other things, a $17.50 per share purchase price, the ability of ClubCorp to pay its regular second quarter dividend, a termination fee of 3% of the transaction equity value and a reverse termination fee of 7.5% of the transaction equity value. Later that day, in accordance with the Board's directives, Messrs. Brooks and Pearlman, together with representatives of ClubCorp's financial advisors, met with Apollo in New York and discussed with Apollo the revised proposal and encouraged Apollo to increase its proposed purchase price to $17.50 per share.

        On June 29, 2017, Apollo submitted a revised proposal, which contemplated, among other things, the payment of one quarterly dividend of $0.13 per share, an increase in the reverse termination fee to 6% of the transaction equity value, a requirement that ClubCorp obtain the consent of ClubCorp's lender, Wells Fargo Bank, N.A. ("Wells Fargo Bank"), waiving certain change of control provisions that otherwise would be triggered by virtue of the merger under a mortgage loan between Wells Fargo Bank and a subsidiary of ClubCorp (the "Mortgage Loan"), and a delay in payouts with respect to accelerated outstanding equity awards tied to continued employment post-merger. Apollo's purchase price was unchanged at $17.00 per share. The proposal letter indicated that Apollo had completed its due diligence review and expected to be able to sign definitive documents by the end of the coming week.

        Also on June 29, 2017, the Strategic Review Committee held a meeting, together with management and ClubCorp's financial and legal advisors, at which Apollo's latest proposal was discussed.

        On June 30, 2017, a Board meeting was held, with ClubCorp's financial and legal advisors in attendance, at which Apollo's latest proposal was discussed. Simpson Thacher reviewed for the Board its fiduciary duties and legal obligations to ClubCorp and its stockholders in considering a transaction with Apollo. Discussion regarding Apollo's proposal ensued and the Board was not unanimous in agreeing to Apollo's latest proposal. The Board determined to authorize the Strategic Review Committee to continue negotiations with Apollo regarding the Draft Merger Agreement and determine whether Apollo's latest proposal could be increased.

        On July 1, 2017, the Strategic Review Committee held a meeting, with management and ClubCorp's financial and legal advisors in attendance, at which the current status of the Draft Merger Agreement was discussed.

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        On July 2, 2017, Paul Weiss sent a revised draft of the Draft Merger Agreement to Simpson Thacher, which draft provided for, among other things, a purchase price of $17.00 per share in cash, the ability of ClubCorp to declare and pay a one-time quarterly dividend of $0.13 per share and a prohibition on the payment of further dividends. Apollo's Draft Merger Agreement also contemplated a 20-day Marketing Period as well as the Marketing Period Extension, the vesting of equity awards at closing but payable 50% at closing and 50% within 60 days of closing (subject to the employee remaining employed at the time of payment) unless the employee was terminated without "Cause" (as defined in the Draft Merger Agreement"), a reverse termination fee equal to 6% of the transaction equity value and the Parent Vote Expense Reimbursement.

        On July 3, 2017, after further negotiations between representatives of ClubCorp and Apollo, regarding Apollo's revised Draft Merger Agreement, Apollo submitted a revised proposal that provided for a purchase price of $17.25 per share, with an immediate suspension of ClubCorp's quarterly dividend and a prohibition on the payment of further dividends.

        On July 4, 2017, the Strategic Review Committee met, together with ClubCorp's financial and legal advisors, at which a counterproposal to Apollo's proposed purchase price, a per share purchase price of $17.12 and the declaration and payment of the second quarter dividend of $0.13 per share was discussed. The Strategic Review Committee determined to recommend such counterproposal to the Board as it would enable ClubCorp stockholders to receive a portion of the proposed purchase price earlier in the form of the second quarter dividend. Thereafter, in accordance with the Strategic Review Committee's directives, Wells Fargo Securities discussed ClubCorp's counterproposal with Apollo and Apollo agreed to revise its proposed purchase price to $17.12 per share, to permit ClubCorp to declare and pay a one-time quarterly dividend of $0.13 per share, and to negotiate the remaining terms of the Draft Merger Agreement.

        Also on July 4, 2017, Simpson Thacher sent a revised Draft Merger Agreement to Paul Weiss, which draft provided for, among other things, a purchase price of $17.12 per share in cash, the ability of ClubCorp to declare and pay a one-time quarterly dividend of $0.13 per share and a prohibition on the payment of further dividends, deletion of the Marketing Period Extension, a reverse termination fee of 6.5% of the transaction equity value and a Parent Vote Expense Reimbursement of a maximum of $1.0 million.

        Throughout July 4 through 7, 2017, Simpson Thacher and Paul Weiss negotiated the Draft Merger Agreement, including the amount of the Parent Vote Expense Reimbursement to an agreed upon amount of $6.25 million, the Draft ECL, the Draft Guarantee and the bank commitment letter relating to Apollo's debt financing (the "Bank Commitment Letter").

        Throughout July 5 through 7, 2017, ClubCorp, Apollo, and Wells Fargo Bank, as lender under the Mortgage Loan, negotiated and agreed to a waiver of the change in control default under such Mortgage Loan.

        On July 5, 2017, ClubCorp provided Apollo with a revised 2017 projection of Adjusted EBITDA amount of $259.0 million, which amount decreased primarily as a result of continued weather-related issues in the first half of 2017 and the closure of a club that was completed in the second quarter of 2017 and, on July 6, 2017, management and Apollo had a call to discuss these revised projections. For more information, see the section of the proxy statement captioned "The Merger—Certain Financial Projections."

        On July 7, 2017, a Board meeting was held, with ClubCorp's financial and legal advisors in attendance. Simpson Thacher led the Board through a review of its fiduciary duties and a summary of the terms of the Draft Merger Agreement, based on presentation materials that Simpson Thacher had circulated to the Board in advance of the meeting. ClubCorp's financial advisors then referred the Board to updated disclosures to the Board regarding their respective material relationships with AGM

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and certain of its portfolio companies. The financial advisors then led the Board through a discussion of, among other things, an overview of financial aspects of the proposed transaction with Apollo and certain financial matters relating to ClubCorp. Simpson Thacher then informed the Board that Paul Weiss indicated that it just had been informed that Apollo was still in the process of finalizing its debt financing commitments under the Bank Commitment Letter. The meeting was then adjourned.

        On July 8, 2017, Paul Weiss and Simpson Thacher finalized negotiations on the final form of the Draft Merger Agreement and the terms of the Draft Merger Agreement, Draft ECL, Draft Guarantee, and Bank Commitment Letter were substantially in agreed form by all parties.

        On July 9, 2017, Paul Weiss informed Simpson Thacher that Apollo had received a fully executed Bank Commitment Letter and was prepared to sign the definitive merger agreement. Later on July 9, 2017, the Board met and Simpson Thacher reviewed again for the Board its fiduciary duties to ClubCorp and its stockholders generally and in connection with its consideration of a transaction with Apollo and summarized the minor changes to the Draft Merger Agreement since the last Board meeting. ClubCorp's financial advisors again referred the Board to updated disclosures to the Board regarding their respective material relationships with AGM and certain of its portfolio companies. The financial advisors then reviewed with the Board their respective financial analyses of the per share merger consideration and each separately rendered an oral opinion, confirmed by delivery of a written opinion dated July 9, 2017, to the Board to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications described in the opinion, the per share merger consideration to be received by holders of ClubCorp common stock was fair, from a financial point of view, to such holders. The full text of the written opinions of Jefferies and Wells Fargo are attached to this proxy statement as Annex B and Annex C, respectively, and are each incorporated by reference in this proxy statement in their entirety.

        After further discussion by the Board, including further discussions of the resolutions to be adopted by the Board, the Board unanimously approved and declared advisable and in the best interest of ClubCorp and its stockholders, the Draft Merger Agreement, substantially in the form presented to the Board, and the merger, and unanimously recommended that the ClubCorp stockholders vote to approve the merger agreement (as described in more detail in the section entitled "The Merger—Recommendation of the Board and Reasons for the Merger").

        Following the approval of the Board of the Draft Merger Agreement, the parties executed the Draft Merger Agreement (such executed agreement, the "merger agreement") and the other documentation related to the proposed transaction. The full text of the executed merger agreement is attached to this proxy statement as Annex A and is incorporated by reference in this proxy statement in its entirety. Apollo provided executed financing commitment papers, including the Bank Commitment Letter, providing for its committed financing concurrently with the execution of the merger agreement.

        Thereafter, on July 9, 2017, a press release was issued announcing the proposed transaction.

Recommendation of the Board and Reasons for the Merger

The Board recommends that you vote "FOR" the merger proposal.

        At a meeting of the Board held on July 9, 2017, the Board unanimously determined that the merger, the merger agreement and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of ClubCorp and the ClubCorp stockholders, declared advisable and approved the merger, the merger agreement and the other transactions contemplated by the merger agreement, resolved that the merger agreement be submitted to the ClubCorp stockholders for approval thereby in accordance with applicable law, the merger agreement and the bylaws of ClubCorp at a special meeting of stockholders and recommended that the ClubCorp stockholders vote to approve the merger agreement.

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        When you consider the Board's recommendation, you should be aware that ClubCorp's directors may have interests in the merger that may be different from, or in addition to, the interests of ClubCorp stockholders generally. These interests are described in the section entitled "The Merger—Interests of ClubCorp's Executive Officers and Directors in the Merger."

        In evaluating the merger, the Board consulted with our senior management and financial and legal advisors, reviewed a significant amount of information and, in reaching its decision, considered a number of potentially positive factors with respect to the merger and the other transactions contemplated by the merger agreement, including, among others, the following (not necessarily in order of relative importance):

•

Merger consideration .  The Board considered the $17.12 per share in cash to be paid as the per share merger consideration in relation to (i) the Board's estimate of the current and future value of ClubCorp as an independent entity, (ii) the multiple of enterprise value to Adjusted EBITDA implied by such price and (iii) the market price of ClubCorp's common stock on July 7, 2017, the last trading day prior to the date of the Board meeting to approve the merger and the merger agreement.



•

Premium .  The Board considered that the $17.12 per share in cash to be paid as the per share merger consideration represents a premium of approximately 30.7% to the $13.10 per share closing price of ClubCorp's stock on July 7, 2017, the last trading day prior to the date of the Board meeting to approve the merger and the merger agreement, and a premium of approximately 29.0%, 28.2% and 19.9% to the VWAP of ClubCorp common stock for the 30, 60 and 90 day periods ended July 7, 2017, respectively. In addition, the Board considered that the price of ClubCorp common stock in the foreseeable future was unlikely to exceed the future value equivalent of $17.12 per share.



•

Cash consideration .  The Board considered the fact that the per share merger consideration would be paid solely in cash, which provides certainty and immediate liquidity and value to our stockholders, enabling our stockholders to realize value that has been created at ClubCorp while eliminating long-term business and execution risk.



•

Strategic alternatives .   The Board considered the potential values, benefits, risks and uncertainties facing ClubCorp's stockholders associated with possible strategic alternatives to the merger (including alternative acquisition proposals for the sale of ClubCorp's Business, Sports and Alumni Club division and a sale-leaseback transaction for certain of ClubCorp's clubs and scenarios involving the possibility of remaining independent with or without accepting a strategic investment), and the timing and likelihood of accomplishing such alternatives, including publicly announcing in January 2017 that ClubCorp was evaluating strategic alternatives to further enhance shareholder value and, as part of that process, by contacting 24 potential strategic buyers (including four inbound inquiries), 39 potential private equity firms and financial investors (including 17 inbound inquiries) and five foreign investors (including two inbound inquiries) and by engaging in discussions with potential acquirors over the course of several months preceding the negotiation of the transaction with Parent. Based on the foregoing, the Board considered that Parent was the only potential acquiror that submitted a formal offer to acquire ClubCorp as a whole and that none of the other options, on a risk-adjusted basis, was reasonably likely to create value for ClubCorp stockholders greater than the per share merger consideration.



•

ClubCorp's historical, current and prospective condition .  The Board considered information with respect to our financial condition, results of operations, competitive position and business strategy, on both a historical and prospective basis, as well as current industry, economic and market conditions, trends and cycles.

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•

Risks associated with continued independence .  While the Board remained supportive of our strategic plan and optimistic about our prospects on a standalone basis, it also considered the risks associated with operating as a standalone company, including the potential execution risks associated with the strategic plan, both generally and in light of the pending succession of our chief executive officer, and the potential risk associated with the possibility that even if our strategic plan is successfully executed, the market may not reflect such execution in ClubCorp's stock price in the near term or in the long term. The Board concluded that the per share merger consideration enabled ClubCorp's stockholders to realize a substantial portion of ClubCorp's potential future value in the near term and without the market or execution risks associated with continued independence.



•

Economic conditions .   The Board considered the current state of the economy, debt financing markets and uncertainty surrounding forecasted economic conditions both in the near term and the long term, generally, and within our industry in particular which could reduce our ability to attract and enroll new members, reduce our existing members' usage of our facilities, increase our membership attrition rates or otherwise result in future operating results failing to meet the projections in the LRO.



•

Negotiations with Parent .  The Board considered the benefits that we and our advisors were able to obtain during our extensive negotiations with Parent and that the merger agreement was the product of arm's-length negotiations and contained terms and conditions that were, in the Board's view, advisable and favorable to ClubCorp and its stockholders.



•

Timing of Parent's offer .  The timing of the merger and the risk that if ClubCorp did not accept Parent's offer, which Parent had indicated was its best and final offer, at the time that it did, the Board might not have had another opportunity to consummate a value enhancing strategic transaction such as the merger proposed by Parent, particularly given the fluctuations in the financial markets in a manner that makes it difficult to finance an acquisition of ClubCorp. Given that Parent was the only potential acquiror to submit a formal offer to acquire ClubCorp as a whole, the Board considered the risk that, if negotiations with Parent ceased, the only alternative in the near-term was for ClubCorp to remain an independent company.



•

Opinions of ClubCorp's financial advisors .  The Board considered the separate opinions, each dated July 9, 2017, of Jefferies and Wells Fargo Securities to the Board as to the fairness, from a financial point of view and as of such date, of the per share merger consideration to be received by holders of ClubCorp common stock pursuant to the merger agreement, which opinions were based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as further described in "The Merger—Opinions of ClubCorp's Financial Advisors."



•

Merger agreement .  The Board considered, in consultation with its counsel, the terms of the merger agreement, including:



•

the representations, warranties and covenants of the parties, the conditions to the parties' obligations to complete the merger and their ability to terminate the merger agreement;



•

the fact that the consummation of the merger is not conditioned on Parent's ability to obtain financing;



•

the fact that ClubCorp has sufficient operating flexibility to conduct its business in the ordinary course between the execution of the merger agreement and consummation of the merger;

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•

the obligation of Parent under certain circumstances to pay us a reverse termination fee of $74.2 million, including the guarantee thereof pursuant to the terms and conditions of the limited guarantee;



•

the fact that the definition of "material adverse effect" has a number of customary exceptions and is generally a very high standard applied by courts;



•

the fact that Parent and Merger Sub agreed to take all steps necessary to obtain certain regulatory approvals (subject to certain specified exceptions);



•

the right of ClubCorp and the Board to participate or engage in discussions with any person or group that has made a bona fide acquisition proposal that was not solicited in breach of the merger agreement prior to obtaining the ClubCorp stockholder approval of the merger agreement if the Board determines in good faith, after consultation with its outside legal counsel and financial advisors, that such acquisition proposal constitutes or would reasonably be expected to constitute a superior proposal and, after consultation with its legal advisors, that failure to provide such access or engage in such discussions would be inconsistent with its fiduciary duties and has received an acceptable confidentiality agreement from such person;



•

the belief of the Board that the $34.2 million termination fee is reasonable and customary for transactions of this type;



•

the Board's right to change its recommendation in connection with an intervening event or a superior proposal prior to obtaining the ClubCorp stockholder approval if the Board has determined in good faith, after consultation with ClubCorp's outside legal counsel and financial advisors, that the failure to make such change in recommendation would be inconsistent with its fiduciary duties under applicable law, subject to certain notice requirements and "matching rights"; and



•

ClubCorp's right, under specified circumstances, to specifically enforce Parent's obligations under the merger agreement, including Parent's obligation to enforce the equity commitment letter in order to consummate the merger.



•

Apollo's reputation.   The Board considered the business reputation and capabilities of Apollo and its management, and Apollo's general ability to complete acquisition transactions.



•

Financing.   The Board considered the fact that Parent has obtained committed debt financing for the transaction from reputable financial institutions and that Parent has obtained committed equity financing from the Apollo Funds, as well as the fact that Parent must use its reasonable best efforts to consummate the debt financing, and that such funding provides for funding of the aggregate per share merger consideration, all fees and expenses required to be paid by Parent and Merger Sub in connection with the merger and the financing, repayment or prepayment of certain existing indebtedness of ClubCorp and its subsidiaries and all other payment obligations of Parent and Merger Sub contemplated under the merger agreement.



•

Likelihood of consummation.   The Board considered the likelihood that the merger would be completed, in light of, among other things, the conditions to the merger and the absence of a financing condition, the relative likelihood of obtaining required regulatory approvals, and the remedies available to us under the merger agreement, as well as the level of commitment by Parent to obtain the applicable consents imposed by regulators in connection with securing such approvals.



•

Stockholders' ability to reject the merger.   The Board considered the fact that the merger will not be consummated unless the merger agreement is approved by the affirmative vote of the holders of a majority of the outstanding shares of ClubCorp common stock entitled to vote thereon.

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        In the course of reaching its decision, the Board also considered a number of potentially negative factors with respect to the merger and the other transactions contemplated by the merger agreement including, among others, the following (not necessarily in the order of relative importance):

•

Participation in future gains.   The Board considered the fact that we will no longer exist as an independent public company and ClubCorp stockholders will forgo any future increase in ClubCorp's value that might result from our earnings or possible growth as an independent company. The Board was optimistic about our prospects on a standalone basis and our strategic plan, but concluded that the premium reflected in the per share merger consideration constituted fair compensation for the loss of the potential stockholder benefits that could be realized by our strategic plan, particularly on a risk-adjusted basis.



•

Regulatory risk.   The Board considered the risk that the completion of necessary regulatory reviews, the completion of which is beyond ClubCorp's and Parent's control, may be delayed, conditioned or denied.



•

Risks associated with announcement and pendency of the merger.   The Board considered the significant costs associated with entering into the merger agreement and completing the merger, and the substantial time and effort of management required to complete the merger, as well as the risk that the announcement and pendency of the merger could potentially have negative effects on relationships with our members and may divert management and employee attention away from the day-to-day operation of our business. In addition, the announcement and pendency of the merger could have a negative effect on our ability to acquire and/or divest of clubs or pursue other business opportunities, even if such actions are permitted by the interim operating covenant of the merger agreement.



•

Risks associated with a failure to consummate the merger.   The Board considered the fact that there can be no assurance that all conditions to the parties' obligations to consummate the merger will be satisfied and as a result the possibility that the merger might not be completed, and the fact that any reverse termination fee may not fully compensate ClubCorp for the costs of non-consummation. The Board noted the fact that, if the merger is not completed, (i) depending on the circumstances that caused the merger not to be completed, it is likely that the price of ClubCorp's common stock will decline, potentially significantly, and (ii) the market's perception of our prospects could be adversely affected.



•

Financing risk.   The Board considered the risk that, while the merger agreement is not subject to any financing condition, if Parent fails to obtain sufficient financing, the merger is unlikely to be consummated.



•

Restrictions on the operation of our business.   The Board considered the restrictions on the conduct of our business prior to the completion of the merger, including a restriction on our ability to pay ordinary course dividends (other than the payment of the one-time quarterly dividend of $0.13 per share declared on July 9, 2017, which was paid on July 28, 2017), which could delay or prevent us from realizing certain business opportunities or taking certain actions with respect to our operations we would otherwise take absent the pending merger.



•

Non-solicitation provision.   The Board considered the fact that the merger agreement limits our ability to actively solicit alternative proposals.



•

Termination fees.   The Board considered the possibility that the $34.2 million termination fee payable to Parent with respect to terminations might have the effect of discouraging alternative acquisition proposals or reducing the price of such proposals. The Board also considered that ClubCorp could be responsible for up to $6.25 million of Parent's expenses if the ClubCorp stockholders do not approve the merger agreement.

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•

Parent termination fee.   The Board considered the fact that ClubCorp's monetary remedy in connection with a material breach or a material failure to perform by Parent or Merger Sub is limited to the amount of the $74.2 million Parent termination fee plus reasonable and documented out-of-pocket costs and expenses up to $2.5 million in connection with enforcing the payment of the Parent termination fee and certain expenses related to the financing and may not be sufficient to compensate ClubCorp for losses suffered as a result of a breach of the merger agreement by Parent or Merger Sub.



•

Tax treatment.   The Board considered the fact that any gains arising from the receipt of the per share merger consideration would generally be taxable to ClubCorp's stockholders that are U.S. holders for U.S. federal income tax purposes.



•

Stockholder litigation.   The Board considered the likelihood of distracting litigation from stockholder suits in connection with the merger.



•

Lack of appraisal rights.   The Board considered the fact that, under Nevada law, stockholders who do not vote to approve the merger agreement will not have, and will not be entitled to assert, dissenter's rights or any rights of appraisal as a result of or in connection with the merger agreement and the transactions contemplated thereby, including the merger.

        While the Board considered potentially positive and potentially negative factors, the Board concluded that, overall, the potentially positive factors outweighed the potentially negative factors. Accordingly, the Board unanimously determined that the merger, merger agreement and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of ClubCorp and its stockholders.

        The foregoing discussion is not intended to be an exhaustive list of the information and factors considered by the Board in its consideration of the merger, but includes the material positive factors and material negative factors considered by the Board in that regard. In view of the number and variety of factors and the amount of information considered, the Board did not find it practicable to, nor did it attempt to, make specific assessments of, quantify, or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, individual members of the Board may have given different weights to different factors. Based on the totality of the information presented, the Board collectively reached the unanimous decision to approve and declare advisable and fair to and in the best interests of ClubCorp and its stockholders, the merger, the merger agreement and the other transactions contemplated by the merger agreement in light of the factors described above and other factors that the members of the Board believed were appropriate.

        Portions of this explanation of ClubCorp's reasons for the merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled "Cautionary Statement Regarding Forward-Looking Statements."

Opinions of ClubCorp's Financial Advisors

Opinion of Jefferies LLC

        ClubCorp has retained Jefferies as a financial advisor to ClubCorp in connection with the merger. In connection with this engagement, ClubCorp requested that Jefferies evaluate the fairness, from a financial point of view, of the per share merger consideration to be received by holders of ClubCorp common stock pursuant to the merger agreement. At a meeting of the Board held on July 9, 2017, Jefferies rendered an oral opinion, confirmed by delivery of a written opinion dated July 9, 2017, to the Board to the effect that, as of that date and based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in its opinion, the per share merger consideration to be received by holders of ClubCorp

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common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders.

        The full text of Jefferies' opinion, which describes the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Jefferies, is attached as Annex B to this proxy statement and is incorporated herein by reference. Jefferies' opinion was provided for the use and benefit of the Board (in its capacity as such) in its evaluation of the per share merger consideration from a financial point of view and did not address any other aspect of the merger or any other matter. The opinion did not address the relative merits of the merger as compared to any alternative transaction or opportunity that might be available to ClubCorp, nor did it address the underlying business decision by ClubCorp to engage in the merger. Jefferies' opinion does not constitute a recommendation as to how any stockholder should vote or act with respect to the merger or any other matter. The following summary is qualified in its entirety by reference to the full text of Jefferies' opinion.

        In arriving at its opinion, Jefferies, among other things:

•

reviewed an execution copy of the merger agreement provided to Jefferies on July 9, 2017;



•

reviewed certain publicly available financial and other information regarding ClubCorp;



•

reviewed certain information furnished to Jefferies by management relating to the businesses, operations and prospects of ClubCorp, including financial forecasts and estimates prepared or provided by management;



•

held discussions with members of the senior management of ClubCorp concerning the matters described in the second and third bullets immediately above;



•

at the direction of ClubCorp, held discussions on behalf of ClubCorp with selected third parties to solicit indications of interest in the possible acquisition of all or a portion of, or a strategic investment in, ClubCorp;



•

reviewed the stock trading price history and implied trading multiples for ClubCorp and compared them with those of certain publicly traded companies that Jefferies deemed relevant in evaluating ClubCorp;



•

compared the financial terms of the merger with publicly available financial terms of certain other transactions that Jefferies deemed relevant in evaluating the merger; and



•

conducted such other financial studies, analyses and investigations as Jefferies deemed appropriate.

        In its review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by ClubCorp or that was publicly available to Jefferies (including, without limitation, the information described above) or otherwise reviewed by Jefferies. Jefferies relied on assurances of management and other representatives of ClubCorp that they were not aware of any facts or circumstances that would make such information incomplete, inaccurate or misleading. In its review, Jefferies did not obtain any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise), nor did Jefferies conduct a physical inspection of any of the properties or facilities, of ClubCorp or any other entity, and Jefferies was not furnished with, and assumed no responsibility to obtain, any such evaluations, appraisals or physical inspections. Jefferies is not an expert in the evaluation of, and expressed no view or opinion with respect to, any matters related to tax audits or assessments, initiation deposits and/or escheatment of unclaimed or abandoned property or the adequacy or sufficiency of allowances for losses or other matters with respect thereto.

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        With respect to the financial forecasts and estimates (including estimates as to potential net operating loss carryforwards of ClubCorp on a standalone basis) provided to and reviewed by Jefferies, Jefferies noted that projecting future results of any company is inherently subject to uncertainty. However, Jefferies was advised, and Jefferies assumed, that the financial forecasts and estimates relating to ClubCorp that Jefferies was directed to utilize in its analyses were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management as to the future financial performance of ClubCorp and the other matters covered thereby. Jefferies expressed no opinion as to any such financial forecasts or estimates or the assumptions on which they were based. Jefferies relied upon the assessments of management as to, among other things, (i) the potential impact on ClubCorp of certain market, competitive, seasonal and other trends in and prospects for the leisure industry, including the golf, country club and business club sectors thereof and in the geographic regions in which ClubCorp operates, (ii) membership dues and initiation fees, including matters relating to the timing, amounts and likelihood of initiation deposit refunds and/or related state escheatment claims, proceedings or investigations, (iii) planned or contemplated acquisitions, investments and alliances of ClubCorp, including the timing, amounts and related funding, and capital expenditures associated with ClubCorp's existing properties, and (iv) existing and future relationships, agreements and arrangements with, and the ability to attract and retain, key employees, club members and joint ventures and other commercial relationships of ClubCorp. Jefferies assumed that there would not be any developments with respect to any such matters that would be meaningful in any respect to Jefferies' analyses or opinion.

        Jefferies' opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date of Jefferies' opinion. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which Jefferies becomes aware after the date of its opinion.

        Jefferies made no independent investigation of any legal, regulatory, accounting or tax matters affecting ClubCorp or the merger and Jefferies assumed the correctness in all respects meaningful to its analyses and opinion of all legal, regulatory, accounting and tax advice given to ClubCorp and/or the Board, including, without limitation, advice as to legal, regulatory, accounting and tax consequences to ClubCorp and holders of ClubCorp common stock of the terms of, and transactions contemplated by, the merger agreement and related documents. In addition, in preparing its opinion, Jefferies did not take into account any tax or other consequences of the merger to, or individual circumstances of, any holder of ClubCorp common stock. Jefferies assumed that the merger would be consummated in accordance with its terms without waiver, modification or amendment of any material term, condition or agreement and in compliance with all applicable laws, documents and other requirements and that, in the course of obtaining the necessary governmental, regulatory or third party approvals, consents, waivers and releases for the merger, including with respect to any divestiture or other requirements, no delay, limitation, restriction or condition would be imposed or occur that would have an adverse effect on ClubCorp or the merger or that otherwise would be meaningful in any respect to Jefferies' analyses or opinion. Jefferies also assumed that the final merger agreement, when signed by the parties thereto, would be substantially similar to the execution copy reviewed by Jefferies.

        Jefferies' opinion was provided for the use and benefit of the Board (in its capacity as such) in its evaluation of the per share merger consideration from a financial point of view. Jefferies' opinion did not address the relative merits of the merger contemplated by the merger agreement as compared to any alternative transaction or opportunity that might be available to ClubCorp, nor did it address the underlying business decision by ClubCorp to engage in the merger or the terms of the merger agreement or the documents referred to therein, including the form or structure of the merger or any term, aspect or implication of any guarantee, financing or other arrangements, agreements or understandings entered into in connection with, or contemplated by or resulting from, the merger or otherwise. In addition, Jefferies expressed no opinion or view with respect to, and its opinion did not

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address the relative fairness of, any consideration to holders of any class of securities, creditors or other constituencies of ClubCorp, other than the holders of ClubCorp common stock to the extent expressly specified in Jefferies' opinion. Jefferies expressed no opinion as to the prices at which shares of ClubCorp common stock or any other securities of ClubCorp may trade or otherwise be transferable at any time. Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation or other consideration payable to or to be received by any officers, directors or employees, or any class of such persons, in connection with the merger relative to the per share merger consideration or otherwise. The issuance of Jefferies' opinion was authorized by Jefferies' fairness committee.

        In connection with rendering its opinion to the Board, Jefferies performed a variety of financial and comparative analyses, which are summarized below. The following summary is not a complete description of all analyses performed and factors considered by Jefferies in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected public companies and selected precedent transactions analyses summarized below, no company or transaction used as a comparison was identical or directly comparable to ClubCorp or the merger. These analyses necessarily involved complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies or transactions concerned.

        Jefferies believes that its analyses and the summary below must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Jefferies' analyses and opinion. Jefferies did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole.

        The estimates of the future performance of ClubCorp in or underlying Jefferies' analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, Jefferies considered industry performance, general business and economic conditions and other matters, many of which were beyond the control of ClubCorp. Estimates of the financial value of companies do not purport to be appraisals or necessarily reflect the prices at which companies or securities actually may be sold or acquired. Accordingly, the estimates used in, and the range of the valuations resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as Jefferies' view of the actual value of ClubCorp or its securities.

        The per share merger consideration to be received by holders of ClubCorp common stock pursuant to the merger agreement was determined through negotiations between ClubCorp and AGM, and the decision by ClubCorp to enter into the merger agreement was solely that of the Board. Jefferies' opinion and financial analyses were only one of many factors considered by the Board in its evaluation of the per share merger consideration and should not be viewed as determinative of the views of the Board or management with respect to the merger or the consideration payable in the merger.

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Financial Analyses

        The following is a summary of the material financial analyses provided to the Board and performed by Jefferies in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies' financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies' financial analyses. For purposes of the financial analyses described below, the term "adjusted EBITDA" means earnings before interest, taxes, depreciation and amortization ("EBITDA"), as adjusted for non-cash items including equity-based compensation expense, acquisitions and dispositions and one-time non-recurring items. Approximate implied per share equity value reference ranges derived for ClubCorp from the selected public companies and selected precedent transactions analyses described below assume no cash outlays for annual deposit refunds or escheatment payments for membership initiation deposit liabilities. Approximate implied per share equity value reference ranges derived for ClubCorp from the discounted cash flow analysis described below assume no additional cash outlays for annual deposit refunds beyond historical levels and no escheatment payments.

        Selected Public Companies Analysis.     Jefferies reviewed publicly available financial, stock market and operating information of ClubCorp and the following 14 selected publicly traded companies in the leisure industry, separated into two tiers: (i) tier one consisting of five selected publicly traded companies (the "tier one selected companies") and (ii) tier two consisting of nine selected publicly traded companies (the "tier two selected companies" and, together with the tier one selected companies, collectively, the "selected companies"), with particular focus on the tier one selected companies based on, among other things, membership models and/or certain growth, operating and financial characteristics:

        Jefferies reviewed, among other information, enterprise values, calculated as fully-diluted equity values based on closing stock prices on July 7, 2017 (the last trading day prior to execution of the merger agreement) plus book value of debt, preferred stock and non-controlling interests (as applicable) less cash and cash equivalents and marketable securities, as a multiple of calendar year 2017 and calendar year 2018 estimated adjusted EBITDA. Estimated financial data of the selected companies were based on publicly available Wall Street research analysts' estimates, public filings and other publicly available information, calendarized in certain instances for comparative purposes. Estimated financial data of ClubCorp was based on publicly available information and financial forecasts and estimates of management.

        The overall low to high calendar year 2017 and calendar year 2018 estimated adjusted EBITDA multiples observed for the selected companies were 7.0x to 16.8x (with a median of 11.0x) and 6.9x to 14.6x (with a median of 10.2x), respectively, with overall low to high calendar year 2017 and calendar year 2018 estimated adjusted EBITDA multiples observed for the tier one selected companies of 7.0x

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to 11.2x (with a median of 9.6x) and 6.9x to 10.3x (with a median of 9.1x), respectively, and overall low to high calendar year 2017 and calendar year 2018 estimated adjusted EBITDA multiples observed for the tier two selected companies of 8.9x to 16.8x (with a median of 11.2x) and 8.1x to 14.6x (with a median of 10.4x), respectively. Jefferies then applied selected ranges of calendar year 2017 and calendar year 2018 estimated adjusted EBITDA multiples of 7.5x to 9.5x and 7.0x to 9.0x, respectively, derived from the selected companies to ClubCorp's fiscal year 2017 and fiscal year 2018 estimated adjusted EBITDA based on financial forecasts and estimates of management. This analysis indicated the following approximate implied per share equity value reference ranges for ClubCorp, as compared to the per share merger consideration:

        Selected Precedent Transactions Analysis.     Using publicly available information, Jefferies reviewed, among other things, financial data relating to the following 14 selected transactions that Jefferies considered generally relevant as transactions involving target companies in the leisure industry announced during the approximate five-year period commencing on January 1, 2012 (collectively, the "selected transactions"):

        Jefferies reviewed, among other information, transaction values of the selected transactions, calculated as the enterprise values implied for the target companies based on the consideration payable for the equity value of the target companies plus book value of debt, preferred stock and non-controlling interests (as applicable) less cash and cash equivalents and marketable securities, as a multiple of such target companies' latest 12 months adjusted EBITDA as of the applicable announcement date. Financial data of the selected transactions were based on public filings and other publicly available information. Financial data of ClubCorp was based on internal estimates of management.

        The overall low to high latest 12 months adjusted EBITDA multiples observed for the selected transactions were 6.2x to 15.0x. Jefferies then applied a selected range of latest 12 months adjusted EBITDA multiples of 7.0x to 9.0x derived from the selected transactions to ClubCorp's latest 12 months (as of June 13, 2017) adjusted EBITDA (pro forma for ClubCorp acquisitions during the four quarters ended June 13, 2017 as though consummated on the first day of the third quarter of

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ClubCorp's fiscal year 2016). This analysis indicated the following approximate implied per share equity value reference range for ClubCorp, as compared to the per share merger consideration:

        Discounted Cash Flow Analysis.     Jefferies performed a discounted cash flow analysis of ClubCorp, using both a terminal multiple approach and a perpetuity growth rate approach, to calculate a range of implied present values of the standalone unlevered, after-tax free cash flows that ClubCorp was forecasted to generate during the second half of the fiscal year ending December 26, 2017 through the full fiscal year ending December 28, 2021 utilizing financial forecasts and estimates of management. For purposes of this analysis, (i) the estimated present value of ClubCorp's potential net operating loss carryforwards expected by management to be utilized by ClubCorp during the fiscal years ending December 26, 2017 through December 28, 2021 was taken into account and (ii) stock-based compensation was treated as a cash expense. Terminal values of ClubCorp were calculated by applying to ClubCorp's fiscal year ending December 28, 2021 estimated adjusted EBITDA a selected range of adjusted EBITDA multiples of 7.0x to 9.0x. Terminal values of ClubCorp also were calculated by applying to ClubCorp's standalone unlevered, after-tax free cash flows for the fiscal year ending December 28, 2021 (normalized for acquisitions and projected reinventions per management) a selected range of perpetuity growth rates of 2.75% to 3.25%. The present values (as of June 14, 2017) of the cash flows and terminal values were then calculated using a selected discount rate range of 9.00% to 10.00% and the present value (as of June 14, 2017) of ClubCorp's net operating loss carryforwards was calculated using a selected discount rate range of 11.50% to 12.50%. This analysis indicated the following approximate implied per share equity value reference range for ClubCorp, as compared to the per share merger consideration:

Certain Additional Information

        Jefferies observed certain additional publicly available information, which information was not considered part of its financial analyses for its opinion but rather was noted for informational purposes, relating to the premiums paid or proposed to be paid in selected mergers and acquisition transactions announced from January 1, 2013 to July 7, 2017; applying selected ranges of premiums of approximately 13.2% and 41.3% and approximately 17.3% and 47.2% (reflecting the overall 25th and 75 ^th  percentile premiums derived from such transactions based on the closing stock prices of the target companies involved in such transactions one trading day and four weeks, respectively, prior to public announcement of such transactions) to the closing price of ClubCorp common stock on July 7, 2017 indicated an overall implied equity reference range for ClubCorp of approximately $14.38 to $19.87 per share.

Miscellaneous

        ClubCorp has agreed to pay Jefferies for its financial advisory services in connection with the merger an aggregate fee currently estimated to be approximately $11 million, of which a portion was payable upon delivery of Jefferies' opinion and approximately $10 million is payable contingent upon consummation of the merger. ClubCorp also has agreed to reimburse Jefferies for expenses, including fees and expenses of counsel, incurred in connection with Jefferies' engagement, and to indemnify Jefferies and related parties against liabilities, including liabilities under federal securities laws, arising

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out of or in connection with the services rendered and to be rendered by Jefferies under its engagement.

        In the ordinary course of business, Jefferies and its affiliates may trade or hold securities of ClubCorp, AGM and certain of their respective affiliates and/or portfolio companies, as the case may be, for Jefferies' own account and for the accounts of Jefferies' customers and, accordingly, may at any time hold long or short positions in those securities. As the Board was aware, Jefferies and its affiliates in the past have provided and in the future may provide financial advisory and financing services unrelated to the merger to ClubCorp, AGM and certain of their respective affiliates and/or portfolio companies, as the case may be, for which services Jefferies and its affiliates have received and would expect to receive compensation, including, during the two-year period prior to the date of its opinion, having acted as (i) in the case of ClubCorp and its affiliates, joint lead bookrunning manager for a secondary offering of ClubCorp common stock, for which services, as described in this clause (i), Jefferies and its affiliates received an aggregate fee of approximately $2.5 million from ClubCorp, and (ii) in the case of AGM and certain of its affiliates and/or portfolio companies, (a) financial advisor to AGM in connection with an acquisition and financial advisor to a portfolio company of AGM in connection with a private placement of equity and debt securities, (b) dealer manager in connection with a consent solicitation for a portfolio company of AGM, (c) joint bookrunning manager for certain senior secured and senior unsecured note offerings for certain portfolio companies of AGM, and (d) sole lead or joint lead arranger for, and as a lender under, various credit facilities for AGM and certain of its portfolio companies, for which services, as described in clauses (ii)(a) through (d) above, Jefferies and its affiliates received aggregate fees of approximately $44 million from AGM and certain of its affiliates and/or portfolio companies.

        Jefferies was selected to act as ClubCorp's financial advisor in connection with the merger because, among other factors, Jefferies is an internationally recognized investment banking firm with substantial experience in merger and acquisition transactions, its familiarity with ClubCorp and its business and its reputation. Jefferies is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements.

Opinion of Wells Fargo Securities, LLC

        ClubCorp also has engaged Wells Fargo Securities as a financial advisor to ClubCorp in connection with the merger. As part of Wells Fargo Securities' engagement, the Board requested that Wells Fargo Securities evaluate the fairness, from a financial point of view, of the per share merger consideration to be received by holders of ClubCorp common stock pursuant to the merger agreement. On July 9, 2017, at a meeting of the Board held to evaluate the merger, Wells Fargo Securities rendered to the Board an oral opinion, confirmed by delivery of a written opinion dated July 9, 2017, to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken stated in its opinion, the per share merger consideration to be received by holders of ClubCorp common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders.

         The full text of Wells Fargo Securities' written opinion, dated July 9, 2017, to the Board is attached as Annex C to this proxy statement and is incorporated in this proxy statement by reference. The written opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Wells Fargo Securities in rendering its opinion. The following summary is qualified in its entirety by reference to the full text of the opinion. The opinion was addressed to the Board (in its capacity as such) for its information and use in connection with its evaluation of the per share merger consideration from a financial point of view and did not address any other terms, aspects or implications of the merger. Wells Fargo Securities' opinion did not address the merits of the underlying decision by ClubCorp to

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enter into the merger agreement or the relative merits of the merger compared with other business strategies or transactions available or that have been or might be considered by ClubCorp or the Board or in which ClubCorp might engage. Wells Fargo Securities' opinion does not constitute a recommendation to the Board or any other person or entity in respect of the merger, including as to how any holder of any of ClubCorp's securities should vote or act in connection with the merger or any other matters.

        The terms of the merger were determined through negotiations between ClubCorp and AGM, rather than by any financial advisor, and the decision to enter into the merger agreement was solely that of the Board. Wells Fargo Securities did not recommend any specific form of consideration to the Board or that any specific form of consideration constituted the only appropriate consideration for the merger. Wells Fargo Securities' opinion was only one of many factors considered by the Board in its evaluation of the per share merger consideration and should not be viewed as determinative of the views of the Board, management or any other party with respect to the merger or the consideration payable in the merger.

        In arriving at its opinion, Wells Fargo Securities, among other things:

•

reviewed an execution copy, provided to Wells Fargo Securities on July 9, 2017, of the merger agreement, including the financial terms thereof;



•

reviewed certain publicly available business, financial and other information regarding ClubCorp, including information set forth in ClubCorp's annual reports on Form 10-K for the fiscal years ended December 27, 2014, December 27, 2015 and December 27, 2016 and quarterly report on Form 10-Q for the period ended March 31, 2017;



•

reviewed certain other business and financial information regarding ClubCorp furnished to Wells Fargo Securities by and discussed with management, including financial forecasts and estimates relating to ClubCorp prepared by management;



•

discussed with management the operations and prospects of ClubCorp, including the historical financial performance and trends in the results of operations of ClubCorp;



•

participated in discussions and negotiations among representatives of ClubCorp, AGM and their respective advisors regarding the merger and considered the results of the efforts on behalf of ClubCorp to solicit, at the direction of ClubCorp, indications of interest and definitive proposals from third parties regarding a possible acquisition of all or a portion of, or a strategic investment in, ClubCorp;



•

reviewed reported prices and trading activity for ClubCorp common stock;



•

compared certain financial data of ClubCorp with similar data of certain publicly traded companies that Wells Fargo Securities deemed relevant in evaluating ClubCorp;



•

compared the proposed financial terms of the merger with financial terms of certain business combinations and other transactions that Wells Fargo Securities deemed relevant in evaluating the merger;



•

analyzed the estimated present value of the future cash flows per share of ClubCorp based upon the financial forecasts and estimates referred to above and related assumptions discussed with and confirmed as reasonable by management; and



•

considered such other information, such as financial studies and analyses, as well as financial, economic and market criteria, and made such other inquiries, as Wells Fargo Securities deemed relevant.

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        In connection with its review, Wells Fargo Securities assumed and relied upon the accuracy and completeness of the financial and other information provided, discussed with or otherwise made available to Wells Fargo Securities, including all accounting, tax, regulatory and legal information, and Wells Fargo Securities did not make (and did not assume any responsibility for) any independent verification of such information. Wells Fargo Securities relied upon assurances of management and other representatives of ClubCorp that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial forecasts, estimates (including estimates as to potential net operating loss carryforwards of ClubCorp on a standalone basis) and other information relating to ClubCorp that Wells Fargo Securities was directed to utilize in its analyses, Wells Fargo Securities was advised by management and Wells Fargo Securities assumed that they were reasonably prepared and reflected the best currently available estimates, judgments and assumptions of management as to the future financial performance of ClubCorp and the other matters covered thereby. Wells Fargo Securities assumed no responsibility for, and expressed no view as to, any forecasts, estimates or other information utilized in Wells Fargo Securities' analyses or the judgments or assumptions upon which they were based. Wells Fargo Securities also assumed that there had been no meaningful changes in the condition (financial or otherwise), results of operations, businesses or prospects of ClubCorp since the date of the most recent financial statements and other information provided to Wells Fargo Securities. Wells Fargo Securities relied, with the consent of ClubCorp, upon the assessments of management as to, among other things, (i) the potential impact on ClubCorp of certain market, competitive, seasonal and other trends in and prospects for the leisure industry, including the golf, country club and business club sectors thereof and in the geographic regions in which ClubCorp operates, (ii) membership dues and initiation fees, including matters relating to the timing, amounts and likelihood of initiation deposit refunds and/or related state escheatment claims, proceedings or investigations, (iii) planned or contemplated acquisitions, investments and alliances of ClubCorp, including the timing, amounts and related funding, and capital expenditures associated with ClubCorp's existing properties, and (iv) existing and future relationships, agreements and arrangements with, and the ability to attract and retain, key employees, club members and joint ventures and other commercial relationships of ClubCorp. Wells Fargo Securities assumed, with ClubCorp's consent, that there would be no developments with respect to any such matters that would be meaningful in any respect to Wells Fargo Securities' analyses or opinion.

        In arriving at its opinion, Wells Fargo Securities did not conduct physical inspections of the properties or assets of ClubCorp or any other entity, and Wells Fargo Securities did not make and was not provided with any evaluations or appraisals of the properties, assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of ClubCorp or any other entity. Wells Fargo Securities is not an expert in the evaluation of, and expressed no view or opinion with respect to, any matters related to tax audits or assessments, initiation deposits and/or escheatment of unclaimed or abandoned property or the adequacy or sufficiency of allowances for losses or other matters with respect thereto.

        In rendering its opinion, Wells Fargo Securities assumed, at the direction of ClubCorp, that the final form of the merger agreement, when signed by the parties thereto, would not differ from the execution copy merger agreement reviewed by Wells Fargo Securities in any respect meaningful to Wells Fargo Securities' analyses or opinion, that the merger would be consummated in accordance with the terms described in the merger agreement and related documents and in compliance with all applicable laws, documents and other requirements without amendment or waiver of any material terms or conditions and that, in the course of obtaining any necessary governmental, regulatory or third party consents, approvals or agreements for the merger, no delay, limitation or restriction, including any divestiture or other requirements, would be imposed or occur or action would be taken that would be meaningful in any respect to Wells Fargo Securities' analyses or opinion.

        Wells Fargo Securities' opinion was necessarily based on economic, market, financial and other conditions existing, and information made available to Wells Fargo Securities, as of the date of Wells

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Fargo Securities' opinion. Although subsequent developments may affect the matters set forth in its opinion, Wells Fargo Securities does not have any obligation to update, revise, reaffirm or withdraw its opinion or otherwise comment on or consider any such events occurring or coming to Wells Fargo Securities' attention after the date of its opinion.

        Wells Fargo Securities' opinion only addressed the fairness, from a financial point of view and as of the date of the opinion, of the per share merger consideration to be received by holders of ClubCorp common stock to the extent expressly specified in Wells Fargo Securities' opinion, without regard to individual circumstances of specific holders that may distinguish such holders or the securities of ClubCorp held by such holders, and no opinion or view was expressed as to the relative fairness or otherwise of any consideration or other amounts payable to other securityholders or constituents or in respect of any other securities of ClubCorp. Wells Fargo Securities' opinion did not address any other terms, aspects or implications of the merger, including, without limitation, the form or structure of the merger or any terms, aspects or implications of any guarantee, financing or other arrangements, agreements or understandings entered into in connection with or contemplated by the merger or otherwise. In addition, Wells Fargo Securities' opinion did not address the fairness of the amount or nature of, or any other aspects relating to, any compensation to be received by any officers, directors or employees of any parties to the merger or any related entities, or class of such persons, relative to the per share merger consideration or otherwise. Wells Fargo Securities' opinion also did not address the merits of the underlying decision by ClubCorp to enter into the merger agreement or the relative merits of the merger compared with other business strategies or transactions available or that have been or might be considered by ClubCorp or the Board or in which ClubCorp might engage. Wells Fargo Securities also did not express any opinion or view with respect to, and relied upon the assessments of representatives of ClubCorp regarding, accounting, tax, regulatory, legal or similar matters as to which Wells Fargo Securities understood that ClubCorp obtained such advice as ClubCorp deemed necessary from qualified professionals. Except as described in this summary, ClubCorp imposed no other instructions or limitations on Wells Fargo Securities with respect to the investigations made or procedures followed by Wells Fargo Securities in rendering its opinion.

        In connection with rendering its opinion, Wells Fargo Securities performed certain financial, comparative and other analyses as summarized below. This summary is not a complete description of the financial analyses performed and factors considered in connection with such opinion. In arriving at its opinion, Wells Fargo Securities did not ascribe a specific value to ClubCorp common stock but rather made its determinations as to the fairness, from a financial point of view, of the per share merger consideration on the basis of various financial and comparative analyses taken as a whole. The preparation of a financial opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a financial opinion is not readily susceptible to summary description.

        In arriving at its opinion, Wells Fargo Securities did not attribute any particular weight to any single analysis or factor considered but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses performed and factors considered in the context of the circumstances of this particular transaction. Accordingly, the analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying such opinion. The fact that any specific analysis has been referred to in the summary below is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary. No company is identical to ClubCorp and an evaluation of Wells Fargo Securities' analyses is not entirely mathematical; rather, such analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or other values of the companies reviewed.

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        In performing its analyses, Wells Fargo Securities considered industry performance, general business and economic conditions and other matters existing as of the date of its opinion, many of which are beyond the control of ClubCorp or any other parties to the merger. None of ClubCorp, Wells Fargo Securities or any other person assumes responsibility if future results are different from those described whether or not any such difference is material. Any estimates contained in these analyses and the ranges of values resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of properties, businesses or securities do not purport to be appraisals or necessarily reflect the prices at which properties, businesses or securities may actually be sold or acquired. Accordingly, the assumptions and estimates used in, and the results derived from, the following analyses are inherently subject to substantial uncertainty.

Financial Analyses

        The following is a summary of the material financial analyses provided on July 9, 2017 to the Board by Wells Fargo Securities in connection with its opinion. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of such financial analyses. For purposes of the financial analyses described below, the term "adjusted EBITDA" means EBITDA as adjusted for non-cash items including equity-based compensation expense, acquisitions and dispositions and one-time non-recurring items. Approximate implied equity value per share reference ranges derived for ClubCorp from the selected public companies and selected precedent transactions analyses described below assume no cash outlays in connection with refunds or escheatment of membership initiation deposits. Approximate implied equity value per share reference range derived for ClubCorp from the discounted cash flow analysis described below assumes no additional cash outlays beyond historical levels for membership initiation deposit liabilities and no escheatment payments.

        Selected Public Companies Analysis.     Wells Fargo Securities reviewed publicly available financial, stock market and operating information of ClubCorp and the following 14 selected publicly traded companies in the leisure industry, separated into two tiers: (i) tier one consisting of five selected publicly traded companies (the "tier one selected companies") and (ii) tier two consisting of nine selected publicly traded companies (the "tier two selected companies" and, together with the tier one selected companies, collectively, the "selected companies"), with particular focus on the tier one selected companies based on, among other things, membership models and/or certain growth, operating and financial characteristics:

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        Wells Fargo Securities reviewed, among other information, enterprise values, calculated as fully-diluted equity values based on closing stock prices on July 7, 2017 (the last trading day prior to execution of the merger agreement) plus book value of debt, preferred stock and non-controlling interests (as applicable) less cash and cash equivalents and marketable securities, as a multiple of calendar year 2017 and calendar year 2018 estimated adjusted EBITDA. Estimated financial data of the selected companies were based on publicly available Wall Street research analysts' estimates, public filings and other publicly available information, calendarized in certain instances for comparative purposes. Estimated financial data of ClubCorp was based on publicly available Wall Street research analysts' estimates, public filings and financial forecasts and estimates of management.

        The overall low to high calendar year 2017 and calendar year 2018 estimated adjusted EBITDA multiples observed for the selected companies were 7.0x to 16.8x and 6.9x to 14.6x, respectively, with overall low to high calendar year 2017 and calendar year 2018 estimated adjusted EBITDA multiples observed for the tier one selected companies of 7.0x to 11.2x (with a median of 9.6x) and 6.9x to 10.3x (with a median of 9.1x), respectively, and overall low to high calendar year 2017 and calendar year 2018 estimated adjusted EBITDA multiples observed for the tier two selected companies of 8.9x to 16.8x (with a median of 11.2x) and 8.1x to 14.6x (with a median of 10.4x), respectively. Wells Fargo Securities noted that the fiscal year 2017 and fiscal year 2018 estimated adjusted EBITDA multiples observed for ClubCorp were 7.5x and 7.0x, respectively (in each case, based on publicly available Wall Street research analysts' estimates). Wells Fargo Securities then applied selected ranges of calendar year 2017 and calendar year 2018 estimated adjusted EBITDA multiples of 7.5x to 9.5x and 7.0x to 9.0x, respectively, derived from the selected companies to fiscal year 2017 and fiscal year 2018 estimated adjusted EBITDA of ClubCorp based on financial forecasts and estimates of management. This analysis indicated the following approximate implied equity value per share reference ranges for ClubCorp, as compared to the per share merger consideration:

        Selected Precedent Transactions Analysis.     Using publicly available information, Wells Fargo Securities reviewed, among other things, financial data relating to the following 14 selected transactions that Wells Fargo Securities considered generally relevant as transactions involving target companies in the leisure industry announced during the approximate five-year period commencing on January 1, 2012 (collectively, the "selected transactions"):

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        Wells Fargo Securities reviewed, among other information, transaction values of the selected transactions, calculated as the enterprise values implied for the target companies based on the consideration payable for the equity value of the target companies plus book value of debt, preferred stock and non-controlling interests (as applicable) less cash and cash equivalents and marketable securities, as a multiple of such target companies' latest 12 months adjusted EBITDA as of the applicable announcement date. Financial data of the selected transactions were based on public filings and other publicly available information. Financial data of ClubCorp was based on internal estimates of management.

        The overall low to high latest 12 months adjusted EBITDA multiples observed for the selected transactions were 6.2x to 15.0x. Wells Fargo Securities then applied a selected range of latest 12 months adjusted EBITDA multiples of 7.0x to 9.0x derived from the selected transactions to ClubCorp's latest 12 months (as of June 13, 2017) adjusted EBITDA (which reflected incremental run-rate EBITDA from ClubCorp acquisitions per management). This analysis indicated the following approximate implied equity value per share reference range for ClubCorp, as compared to the per share merger consideration:

        Discounted Cash Flow Analysis.     Wells Fargo Securities performed a discounted cash flow analysis of ClubCorp to calculate a range of implied present values of the standalone unlevered, after-tax free cash flows that ClubCorp was forecasted to generate during the second half of the fiscal year ending December 26, 2017 through the full fiscal year ending December 28, 2021 utilizing financial forecasts and estimates of management. For purposes of this analysis, (i) the estimated present value of ClubCorp's potential net operating loss carryforwards expected by the management of ClubCorp to be utilized by ClubCorp during the fiscal years ending December 26, 2017 through December 28, 2021 was taken into account, and (ii) stock-based compensation was treated as a cash expense. Terminal values of ClubCorp were calculated by applying to ClubCorp's fiscal year ending December 28, 2021 estimated adjusted EBITDA a selected range of adjusted EBITDA multiples of 7.0x to 9.0x. The present values (as of June 14, 2017) of the cash flows and terminal values were then calculated using a selected discount rate range of 9.00% to 10.00% and the estimated present value (as of June 14, 2017) of ClubCorp's net operating loss carryforwards was calculated using a selected discount rate range of 11.50% to 12.50%. This analysis indicated the following approximate implied equity value per share reference range for ClubCorp, as compared to the per share merger consideration:

Miscellaneous

        Wells Fargo Securities is the trade name for certain capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Securities. Wells Fargo Securities is an internationally recognized investment banking firm which is regularly engaged in providing financial advisory services in connection with mergers and acquisitions. ClubCorp selected Wells Fargo Securities as a financial advisor in connection with the merger because of its qualifications, reputation and experience generally and particularly in the real estate industry and its familiarity with ClubCorp and its business. The issuance of Wells Fargo Securities' opinion was approved by an authorized committee of Wells Fargo Securities.

        ClubCorp has agreed to pay Wells Fargo Securities for its financial advisory services in connection with the merger an aggregate fee currently estimated to be approximately $11 million, of which a

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portion was payable upon delivery of Wells Fargo Securities' opinion and approximately $10 million is payable contingent upon consummation of the merger. ClubCorp also has agreed to reimburse certain of Wells Fargo Securities' expenses, including fees and disbursements of Wells Fargo Securities' counsel, and to indemnify Wells Fargo Securities and certain related parties against certain liabilities, including liabilities under the U.S. federal securities laws, that may arise out of Wells Fargo Securities' engagement. In addition, as the Board was aware, Wells Fargo Securities' affiliate, Wells Fargo Bank, was requested to provide, and provided, a consent waiving certain change-of-control provisions that otherwise would be triggered by virtue of the merger under Wells Fargo Bank's secured mortgage loan to an affiliate of ClubCorp, for which consent Wells Fargo Securities' affiliate received compensation.

        Wells Fargo Securities and its affiliates provide a full range of investment banking and financial advisory, securities trading, brokerage and lending services in the ordinary course of business, for which Wells Fargo Securities and such affiliates receive customary fees and, given certain policies and procedures designed to preserve the independence of Wells Fargo Securities' research and credit analysts, the views of such analysts may differ from those reflected in Wells Fargo Securities' analyses and opinion. In connection with unrelated matters, Wells Fargo Securities and its affiliates in the past have provided, currently are providing and in the future may provide investment banking services to ClubCorp, AGM and certain of their respective affiliates and/or portfolio companies, as the case may be, for which Wells Fargo Securities and its affiliates have received and would expect to receive fees including, during the two-year period prior to the date of Wells Fargo Securities' opinion, having acted or acting as (i) in the case of ClubCorp and certain of its affiliates, (a) joint bookrunning manager for a secondary offering of ClubCorp common stock, (b) joint bookrunning manager for a debt offering of a subsidiary of ClubCorp, and (c) joint lead arranger and joint bookrunner for, and as a lender under, certain credit facilities of ClubCorp and certain of its affiliates, and (ii) in the case of AGM and certain of its affiliates and/or portfolio companies, (a) joint bookrunning manager and/or placement agent for certain equity offerings of AGM and certain of its portfolio companies, (b) joint lead or joint bookrunning manager and/or co-manager for certain debt offerings of AGM and certain of its portfolio companies, (c) joint lead arranger, joint bookrunner and/or syndication agent for, and as a lender under, certain credit facilities of AGM and certain of its portfolio companies, and (d) broker for certain real estate sales. During the two-year period prior to the date of Wells Fargo Securities' opinion, Wells Fargo Securities and its affiliates received or expected to receive for the services described in clauses (i)(a) through (c) and (ii)(a) through (d) above aggregate fees of approximately $2.5 million from ClubCorp and/or certain of its affiliates and approximately $31 million from AGM and certain of its affiliates and/or portfolio companies. In the ordinary course of business, Wells Fargo Securities and its affiliates may actively trade, hold or otherwise effect transactions in the securities or financial instruments (including bank loans or other obligations) of ClubCorp, AGM, and certain of their respective affiliates and/or portfolio companies, as the case may be, for Wells Fargo Securities' and its affiliates' own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities or financial instruments.

Certain Financial Projections

        ClubCorp provided certain prospective financial information to Apollo and each of the other potential investors that were granted access to the data room. In addition, based on certain estimates and assumptions of management, the Board considered certain other estimates and assumptions regarding ClubCorp. We refer to this prospective financial information for 2017 to 2021 as the "Projections." ClubCorp also provided the Projections to Jefferies and Wells Fargo for their use and reliance in connection with their respective financial analyses and opinions summarized above under "The Merger—Opinions of ClubCorp's Financial Advisors." The Projections were largely based on a LRO previously prepared for our Board, which projections were updated as deemed necessary by management. A summary of the Projections is set forth below.

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        ClubCorp does not as a matter of course make public projections as to future sales, earnings or other results. However, the management of ClubCorp has prepared the prospective financial information set forth below for the reasons described in the preceding paragraph. The accompanying Projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the SEC, or by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of ClubCorp's management, were prepared on a reasonable basis, reflect the best currently available estimates and judgments and present, to the best of management's knowledge and belief, the expected course of action and the expected future results and readers of this proxy statement are cautioned not to place undue reliance on the prospective financial information.

        Neither ClubCorp's independent registered public accounting firm nor any other independent accountants have compiled, examined or performed any procedures with respect to the Projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability and assume no responsibility for, and disclaim any association with, the Projections. ClubCorp's independent registered public accounting firm disclaims any association with the Projections. The Projections included in this proxy statement have been prepared by, and are the responsibility of, our management. The Projections were prepared solely for internal use of ClubCorp and are subjective in many respects.

        The Projections are forward-looking statements. For information on factors that may cause ClubCorp's future results to materially vary, see the section of this proxy statement captioned "Cautionary Statement Regarding Forward-Looking Statements." Although the Projections are presented with numerical specificity, they reflect numerous assumptions and estimates as to future events that management believed were reasonable taking into account relevant information available to management at the time prepared. Because the Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. This information is not fact and should not be relied upon as necessarily indicative of actual future results. Important factors that may affect actual results and cause the Projections not to be achieved include (1) general economic conditions; (2) changes in certain accounting assumptions; (3) changes in actual or projected cash flows; (4) competitive pressures; and (5) changes in tax laws. In addition, the Projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the merger. As a result, there can be no assurance that the Projections will be realized, and actual results may be materially better or worse than those contained in the Projections. The inclusion of this information should not be regarded as an indication that the Board, ClubCorp or any other recipient of this information considered, or now considers, the Projections to be predictive of actual future results. The Projections are not included in this proxy statement in order to induce any ClubCorp stockholder to vote in favor of any proposal to be considered at the special meeting. ClubCorp does not intend to update or otherwise revise the Projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Projections are shown to be in error or no longer appropriate.