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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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August 8, 2017

Dear Fellow Stockholder:

        You are cordially invited to attend a special meeting of the stockholders of ClubCorp Holdings, Inc., a Nevada corporation ("ClubCorp"), to be held at Hackberry Creek Country Club, 1901 West Royal Lane, The Ballroom, Irving, Texas 75063 on September 15, 2017 at 10:00 am, Central Time (the "special meeting").

        At the special meeting, stockholders will be asked to consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of July 9, 2017 (as amended or modified from time to time, the "merger agreement"), among ClubCorp, Constellation Club Parent, Inc., a Delaware corporation ("Parent"), and Constellation Merger Sub Inc., a Nevada corporation ("Merger Sub"). Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into ClubCorp and ClubCorp will survive the merger as a wholly owned subsidiary of Parent (the "merger"). Parent and Merger Sub were formed by certain funds managed by affiliates of Apollo Management VIII, L.P. (on behalf of its affiliated funds, "Apollo").

        If the merger is completed, our stockholders will have the right to receive $17.12 in cash, without interest and subject to any applicable withholding taxes, for each share of common stock, $0.01 par value per share, of ClubCorp ("ClubCorp common stock") that they own immediately prior to the effective time of the merger, which represents a premium of (i) approximately 30.7% over the closing price of ClubCorp's common stock on July 7, 2017, the last trading day prior to the date on which public announcement of the merger agreement was made and (ii) approximately 29.0% to the volume-weighted average share price of ClubCorp common stock during the thirty (30) days ended July 7, 2017. Approval of the proposal to approve the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of ClubCorp common stock entitled to vote on the merger proposal.

        ClubCorp common stock is listed on the New York Stock Exchange (the "NYSE") under the symbol "MYCC". The closing price of ClubCorp common stock on the NYSE on August 7, 2017, the most recent practicable date prior to the date of the accompanying proxy statement, was $17.05 per share.

        The ClubCorp board of directors has reviewed and considered the terms and conditions of the merger and 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 its stockholders and has unanimously declared advisable and approved the merger, the merger agreement and the other transactions contemplated by the merger agreement. The ClubCorp board of directors made its determination after consideration of a number of factors more fully described in the accompanying proxy statement. The ClubCorp board of directors unanimously recommends that you vote "FOR" the proposal to approve the merger agreement.

        At the special meeting, stockholders will also be asked to vote on (i) a proposal to approve, on a non-binding, advisory basis, compensation that will be paid or may become payable to the named executive officers of ClubCorp in connection with the merger, as required by the rules adopted by the U.S. Securities and Exchange Commission and (ii) a proposal that will give ClubCorp authority to adjourn the special meeting to solicit 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. The ClubCorp board of directors unanimously recommends that you vote "FOR" each of these proposals.

        The ClubCorp board of directors is soliciting your proxy to assure that a quorum is present and that your shares are represented and voted at the special meeting and any postponement or adjournment thereof.

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        If your shares are held in "street name," you should instruct your broker, bank or other nominee how to vote your shares on each proposal in accordance with your voting instruction form.

        The merger cannot be completed unless ClubCorp stockholders approve the merger agreement. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the special meeting in person, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the special meeting. If you attend the special meeting and vote in person, your vote by ballot at the special meeting will revoke any proxy previously submitted. If you fail to return your proxy or to attend the special meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and also will have the same effect as a vote "AGAINST" the approval of the merger agreement. Similarly, if you hold your shares in "street name" and fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present and also will have the same effect as a vote "AGAINST" the approval of the merger agreement.

        The obligations of ClubCorp, Parent and Merger Sub to complete the merger are subject to the satisfaction or waiver of certain customary conditions. The accompanying proxy statement contains detailed information about ClubCorp, the special meeting, the merger agreement, the merger and the merger-related named executive officer compensation proposal. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement and incorporated therein by reference. We urge you to, and you should, read the entire proxy statement carefully, including the merger agreement and the other annexes and the documents referred to or incorporated by reference in the accompanying proxy statement. You may obtain additional information about ClubCorp from documents we have filed with the U.S. Securities and Exchange Commission.

        If you have any questions or need assistance voting your shares of our common stock, please contact MacKenzie Partners, Inc., our proxy solicitor, by calling (800) 322-2885.

        Thank you for your confidence in ClubCorp.

Sincerely,

John A. Beckert		Eric L. Affeldt
Chairman of the Board of Directors		Chief Executive Officer

        Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the merger, passed upon the merits of the merger agreement or the merger or determined if the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

        The accompanying proxy statement is dated August 8, 2017 and, together with the enclosed form of proxy card, is first being mailed to ClubCorp stockholders on or about August 8, 2017.

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ClubCorp Holdings, Inc.
3030 LBJ Freeway, Suite 600
Dallas, Texas 75234
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

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        YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE SUBMIT A PROXY TO VOTE YOUR SHARES OVER THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS CONTAINED IN THESE MATERIALS OR COMPLETE, DATE, SIGN AND RETURN A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU RECEIVE MORE THAN ONE PROXY BECAUSE YOU OWN SHARES REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SUBMITTED. IF YOU DO NOT SUBMIT YOUR PROXY OR VOTE IN PERSON AT THE SPECIAL MEETING ON THE MERGER PROPOSAL, IT WILL HAVE THE SAME EFFECT AS A VOTE "AGAINST" THIS PROPOSAL. IF YOU HOLD YOUR SHARES IN "STREET NAME" AND DO NOT INSTRUCT YOUR BROKER, BANK OR OTHER NOMINEE HOW TO VOTE YOUR SHARES, IT WILL HAVE THE SAME EFFECT AS A VOTE "AGAINST" THE MERGER PROPOSAL.

        Your proxy may be revoked at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement.

        If your shares are held by a broker, bank or other nominee and you wish to vote in person at the special meeting, you must bring to the special meeting a proxy from the broker, bank or other nominee that holds your shares authorizing you to vote in person at the special meeting. Please also bring to the special meeting your account statement evidencing your beneficial ownership of ClubCorp common stock as of the record date. All stockholders should also bring valid photo identification (such as a driver's license or passport).

        The proxy statement of which this notice forms a part provides a detailed description of the merger, the merger agreement and the named executive officer merger-related compensation proposal, and provides specific information concerning the special meeting. We urge you to read the proxy statement, including any documents incorporated therein by reference, and its annexes carefully and in their entirety. If you have any questions concerning the merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of ClubCorp common stock, please contact ClubCorp's proxy solicitor, MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016 or toll-free at (800) 322-2885 or by e-mail: ClubCorp@mackenziepartners.com.

		By Order of the Board of Directors,
		Ingrid J. Keiser, Secretary
Dallas, Texas August 8, 2017

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SUMMARY TERM SHEET

        This summary highlights information contained elsewhere in this proxy statement and may not contain all the information that is important to you with respect to the merger and the other matters being considered at the special meeting of ClubCorp stockholders. We urge you to read carefully the remainder of this proxy statement, including the attached annexes, and the other documents to which we have referred you. For additional information on ClubCorp included in documents incorporated by reference into this proxy statement, see the section entitled "Where You Can Find More Information" beginning on page 132. We have included page references in this summary to direct you to a more complete description of the topics presented below.

        All references to "ClubCorp," "we," "us," or "our" in this proxy statement refer to ClubCorp Holdings, Inc., a Nevada corporation; all references to "Parent" refer to Constellation Club Parent, Inc., a Delaware corporation; all references to "Merger Sub" refer to Constellation Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent formed solely for the purpose of entering into the merger agreement and engaging in the transactions contemplated by the merger agreement; all references to "Apollo" refer to Apollo Management VIII, L.P., on behalf of its affiliated funds; all references to "ClubCorp common stock" refer to the common stock, $0.01 par value per share, of ClubCorp; all references to the "Board" refer to the board of directors of ClubCorp; all references to the "merger" refer to the merger of Merger Sub with and into ClubCorp with ClubCorp surviving as a wholly owned subsidiary of Parent; unless otherwise indicated or as the context otherwise requires, all references to the "merger agreement" refer to the Agreement and Plan of Merger, dated as of July 9, 2017, by and among ClubCorp, Parent and Merger Sub, a copy of which is included as Annex A to this proxy statement and incorporated by reference herein, as amended or modified from time to time. ClubCorp, following the completion of the merger, is sometimes referred to in this proxy statement as the "surviving corporation."

The Parties

ClubCorp (see page 29)

        ClubCorp Holdings, Inc. was incorporated in the State of Nevada on November 10, 2010. We are a membership based leisure business and a leading owner operator of private golf and country clubs and business, sports and alumni clubs in North America. As of June 13, 2017, our portfolio of 204 owned or operated clubs, with over 184,000 memberships, served over 430,000 individual members. We own, lease or operate through joint ventures 152 golf and country clubs and manage eight golf and country clubs. Likewise, we lease or operate through a joint venture 41 business, sports and alumni clubs and manage three business, sports and alumni clubs. We are the largest owner of private golf and country clubs in the United States and own the underlying real estate for 129 of our 160 golf and country clubs. Our golf and country clubs include 137 private country clubs, 16 semi-private clubs and seven public golf courses. Our business, sports and alumni clubs include 29 business clubs, seven business and sports clubs, six alumni clubs, and two sports clubs. Our facilities are located in 27 states, the District of Columbia and two foreign countries

        Our common stock is traded on the New York Stock Exchange (the "NYSE") under the ticker symbol "MYCC." Our principal executive offices are located at 3030 LBJ Freeway, Suite 600, Dallas, Texas 75234. Our telephone number is (972) 243-6191. Our website address is www.clubcorp.com.

        Additional information about ClubCorp is contained in our public filings with the U.S. Securities and Exchange Commission (the "SEC"), which are incorporated by reference herein. See the section entitled "Where You Can Find More Information."

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Parent (see page 29)

        Parent is an affiliate of the Apollo Funds (as defined below under "Summary Term Sheet—Financing of the Merger"), which are each managed by affiliates of Apollo Management VIII, L.P. (which we refer to as "Apollo Management"). Parent, Apollo Management and the Apollo Funds are affiliates of Apollo Global Management, LLC (which we refer to as "AGM"). AGM is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong and Shanghai. AGM had assets under management of approximately $197 billion as of March 31, 2017 in private equity, credit and real estate funds invested across a core group of nine industries where AGM has considerable knowledge and resources. AGM's units are listed on the NYSE under the symbol "APO." Parent was formed on July 6, 2017, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Parent has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement. Parent's principal executive offices are located at 9 West 57th Street, 43rd Floor, New York, NY 10019, and its telephone number is (212) 515-3200.

Merger Sub (see page 30)

        Merger Sub, a Nevada corporation and a wholly owned subsidiary of Parent, was formed on July 6, 2017 solely for the purpose of engaging in the transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will merge with and into ClubCorp, and Merger Sub will cease to exist. Merger Sub's principal executive offices are located at 9 West 57th Street, 43rd Floor, New York, NY 10019 and its telephone number is (212) 515-3200.

The Special Meeting

Date, Time and Place (see page 31)

        The special meeting of ClubCorp stockholders (the "special meeting") is scheduled to be held at Hackberry Creek Country Club, 1901 West Royal Lane, The Ballroom, Irving, Texas 75063 on September 15, 2017 at 10:00 am, Central Time.

Purpose of the Special Meeting (see page 31)

        The special meeting is being held in order to consider and vote on the following proposals:

•

To approve the merger agreement (the "merger proposal").



•

To approve, on a non-binding, advisory basis, compensation that will be paid or may become payable to the named executive officers of ClubCorp in connection with the merger (the "named executive officer merger-related compensation proposal").



•

To approve a proposal that will give ClubCorp the authority 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 (the "adjournment proposal").

        Stockholders may also be asked to transact such other business as may properly be brought before the special meeting or any adjournments or postponements of the special meeting, by or at the direction of the Board.

        The Board reviewed and considered the terms and conditions of the proposed merger with the assistance of ClubCorp's management ("management") and outside legal counsel and financial advisors. After consideration of various factors more fully described in this proxy statement, the Board unanimously determined that the merger, the merger agreement and the other transactions

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contemplated by the merger agreement are advisable, fair to and in the best interests of ClubCorp and our stockholders and unanimously declared advisable and approved the merger, the merger agreement and the other transactions contemplated by the merger agreement. The Board unanimously recommends that ClubCorp stockholders vote "FOR" the merger proposal, "FOR" the named executive officer merger-related compensation proposal and "FOR" the adjournment proposal.

        ClubCorp stockholders representing a majority of the outstanding shares of ClubCorp common stock entitled to vote thereon must vote to approve the merger proposal as a condition for the merger to occur. If the ClubCorp stockholders fail to approve the merger proposal by the requisite vote, the merger will not occur.

Record Date; Stockholders Entitled to Vote (see page 32)

        Only holders of record of ClubCorp common stock at the close of business on August 17, 2017, the record date for the special meeting (the "record date"), will be entitled to notice of, and to vote at, the special meeting or any adjournments or postponements of the special meeting. At the close of business on August 3, 2017, 65,546,452 shares of ClubCorp common stock were issued and outstanding, held by approximately 236 holders of record.

        Holders of ClubCorp common stock are entitled to one vote for each share of ClubCorp common stock they own at the close of business on the record date.

        We are commencing our solicitation of proxies on or about August 8, 2017, which is before the record date. We will continue to solicit proxies until the date of the special meeting. Each holder of record of ClubCorp common stock on the record date who has not yet received notice of the special meeting and a copy of the proxy statement prior to August 17, 2017 will receive such notice and a copy of the proxy statement and have the opportunity to vote on the matters described in the proxy statement. Proxies delivered prior to the record date will be valid and effective so long as the stockholder providing the proxy is a holder of record of ClubCorp common stock on the record date. If you are not a holder of record of ClubCorp common stock on the record date, any proxy you deliver will be ineffective. If you deliver a proxy prior to the record date and remain a holder of record of ClubCorp common stock on the record date, you do not need to deliver another proxy after the record date. If you deliver a proxy prior to the record date and do not revoke that proxy, your proxy will be deemed to cover the number of shares of ClubCorp common stock you own on the record date even if that number is different from the number of shares of ClubCorp common stock you owned when you executed and delivered your proxy. Proxies received from persons who are not holders of record of ClubCorp common stock on the record date will not be effective.

Quorum (see page 32)

        Under our bylaws, the presence at the special meeting, in person or by proxy (regardless of whether the proxy has authority to vote on all matters), of the holders of a majority of the voting power of ClubCorp common stock issued and outstanding at the close of business on the record date will constitute a quorum. Abstentions will be counted as present at the special meeting for purposes of determining whether a quorum is present at the meeting, but broker "non-votes" will not be counted as present in person or by proxy at the special meeting. There must be a quorum for business to be conducted at the special meeting. Failure of a quorum to be present at the special meeting will necessitate an adjournment or postponement of the special meeting and may subject ClubCorp to additional expense.

        If you submit (and do not thereafter validly revoke) a properly executed proxy card, even if you abstain from voting, your shares of ClubCorp common stock will be counted for purposes of determining whether a quorum is present at the special meeting. In the event that a quorum is not

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present at the special meeting or additional votes must be solicited to approve the merger agreement, the meeting may be adjourned or postponed to solicit additional proxies.

Required Vote (see page 33)

        Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ClubCorp common stock entitled to vote thereon. As a result, if you fail to return your proxy card or otherwise fail to vote your shares at the special meeting, or if you abstain from voting on the merger proposal, it will have the same effect as a vote "AGAINST" the merger proposal. Broker "non-votes" will also have the same effect as a vote "AGAINST" the merger proposal.

        The outcome of the named executive officer merger-related compensation proposal vote will not be binding on ClubCorp, the Board, Parent or the surviving corporation. Therefore, there is no "required vote" on this proposal. The Board will consider the outcome of this advisory vote in determining how to proceed following the special meeting.

        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 or the named executive officer merger-related compensation proposal and therefore will not affect the outcome of these proposals.

Voting at the Special Meeting (see page 34)

        If your shares are registered directly in your name with our transfer agent, you are considered a "stockholder of record." Stockholders of record can vote their shares of ClubCorp common stock in the following ways: (i) by completing, signing and returning by mail the enclosed proxy card authorizing the persons named as proxies on the proxy card to vote your shares at the special meeting, (ii) by submitting a proxy by telephone using the toll-free number (1-800-690-6903), (iii) by submitting a proxy over the Internet at the website at www.proxyvote.com or (iv) attending the special meeting and voting your shares in person. Even if you plan to be present at the special meeting, ClubCorp encourages you to complete and mail the enclosed card to vote your shares by proxy or vote by telephone or the Internet to ensure that your shares are represented and voted at the meeting.

        If your shares are held by your broker, bank or other nominee, you are considered the beneficial owner of shares held in "street name" and you will receive a form from your broker, bank or other nominee seeking instruction from you as to how your shares should be voted. You should instruct your broker, bank or other nominee how to vote your shares on each proposal in accordance with your voting instruction form. If you beneficially own your shares and receive a voting instruction form, you can vote by following the instructions on your voting instruction form. Please refer to information from your bank, broker or other nominee on how to submit voting instructions. Stockholders who own their shares in "street name" are not able to vote at the special meeting unless they have a "legal proxy", executed in their favor, from their broker, bank or other nominee of the stockholder of record of their shares giving them the right to vote the shares at the special meeting.

        You may revoke your proxy at any time prior to the vote at the special meeting by delivering to ClubCorp's Secretary a signed notice of revocation or submitting a later-dated proxy. You may also revoke your proxy by attending the special meeting and voting in person. Attendance at the special meeting will not, in and of itself, result in the revocation of a proxy or cause your shares of ClubCorp common stock to be voted.

        ClubCorp recommends that you submit a proxy to vote your shares as soon as possible, even if you are planning to attend the special meeting to ensure that your shares are represented and voted at the meeting and so that the vote count will not be delayed.

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Abstentions and Broker Non-Votes (see page 33)

        At the special meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. Abstaining from voting will have the same effect as a vote "AGAINST" the merger proposal. If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will be voted "FOR" (i) approval of the merger proposal, (ii) approval of the named executive officer merger-related compensation proposal and (iii) approval of the adjournment proposal. Broker non-votes are shares held in "street name" by brokers, banks and other nominees that are present or represented by proxy at the special meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because, under NYSE rules, brokers, banks and other nominees holding shares in "street name" do not have discretionary voting authority with respect to non-routine matters (which include the three proposals described in this proxy statement), if a beneficial owner of shares of ClubCorp common stock held in "street name" does not give voting instructions to the broker, bank or other nominee, then those shares will not be counted as present in person or by proxy at the special meeting. Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ClubCorp common stock entitled to vote thereon. As a result, if you fail to issue voting instructions to your broker, bank or other nominee, it will have the same effect as a vote "AGAINST" the merger proposal.

Solicitation of Proxies (see page 35)

        The Board is soliciting your proxy, and ClubCorp will bear the cost of soliciting proxies. MacKenzie Partners, Inc. has been retained to assist with the solicitation of proxies. MacKenzie Partners, Inc. will be paid approximately $25,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the special meeting. On or about August 8, 2017, we will begin soliciting proxies from holders of record as of August 3, 2017 and will continue to solicit proxies until the date of the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of shares of ClubCorp common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by MacKenzie Partners, Inc. or, without additional compensation by certain of ClubCorp's directors, officers and employees.

Adjournment (see page 36)

        In addition to the merger proposal and the named executive officer merger-related compensation proposal, ClubCorp stockholders are also being asked to approve the adjournment proposal, which will give ClubCorp authority 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 until a quorum is represented. 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. In addition, the special meeting could be postponed 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.

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If you 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.

The Merger

        The rights and obligations of the parties to the merger agreement are governed by the specific terms and conditions of the merger agreement and not by any summary or other information in this proxy statement. Therefore, the information in this proxy statement regarding the merger agreement and the merger is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Annex A to this proxy statement and incorporated herein by reference. We encourage you to read the merger agreement carefully and in its entirety because it is the principal legal agreement that governs the merger.

Structure of the Merger (see page 40)

        If the merger is completed, then at the effective time of the merger (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 (see page 40)

        Upon the terms and subject to the conditions of the merger agreement, at the effective time, ClubCorp stockholders will have the right to receive $17.12 in cash, without interest and subject to any applicable withholding taxes, for each share of ClubCorp common stock that they own 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) (the "per share merger consideration").

Treatment of ClubCorp Equity Awards (see page 40)

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

•

each outstanding Restricted Share (as such term is defined in the merger agreement) 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 (as such term is defined in the merger agreement) (other than any PSU granted on April 12, 2016 (each, a "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 percent (50%) at or promptly after the effective time, and (B) with respect to Restricted Shares or

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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 such date (with respect to each Restricted Share, such applicable date, the "Restricted Share Payment Date" and, with respect to each PSU, such applicable date, the "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 ClubCorp's 2012 Stock Award Plan (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.

Recommendation of the Board of Directors (see page 56)

        The Board reviewed and considered the terms and conditions of the proposed merger with the assistance of management and outside legal counsel and financial advisors. After consideration of various factors, the Board unanimously (i) determined that it is advisable, fair to and in the best interests of ClubCorp and our stockholders for ClubCorp to enter into the merger agreement and the transactions contemplated by the merger agreement, including the merger, (ii) declared advisable and approved the merger, the merger agreement and the other transactions contemplated by the merger agreement and (iii) 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 our stockholders vote to approve the merger agreement. Certain factors considered by the Board in reaching its decision to adopt the merger agreement can be found in "The Merger—Recommendation of the Board and Reasons for the Merger" beginning on page 56.

        The Board unanimously recommends that the ClubCorp stockholders vote:

•

"FOR" the merger proposal;



•

"FOR" the named executive officer merger-related compensation proposal; and



•

"FOR" the adjournment proposal.

Opinions of ClubCorp's Financial Advisors (see page 61)

Opinion of Jefferies LLC

        ClubCorp has engaged Jefferies LLC ("Jefferies") as a financial advisor to ClubCorp in connection with the merger. In connection with the merger, Jefferies delivered a written opinion, dated July 9, 2017, 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. The full text of Jefferies' opinion, which is attached as Annex B to this proxy statement and is incorporated herein by reference, describes the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken 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 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

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with respect to the merger or any other matter. The summary of Jefferies' opinion set forth below is qualified in its entirety by reference to the full text of Jefferies' opinion.

Opinion of Wells Fargo Securities, LLC

        ClubCorp also has engaged Wells Fargo Securities, LLC ("Wells Fargo Securities") as a financial advisor to ClubCorp in connection with the merger. In connection with the merger, Wells Fargo Securities rendered an opinion, dated July 9, 2017, 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. The full text of Wells Fargo Securities' written opinion 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 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 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.

Interests of ClubCorp's Executive Officers and Directors in the Merger (see page 79)

        In considering the recommendation of the Board, ClubCorp stockholders should be aware that certain directors and executive officers of ClubCorp will have interests in the proposed merger that are different from, or in addition to, the interests of ClubCorp stockholders generally and that may create potential conflicts of interest. These interests are described in more detail in "The Merger—Interests of ClubCorp's Executive Officers and Directors in the Merger," and with respect to the named executive officers of ClubCorp, are quantified in the "Golden Parachute Compensation" table included in "The Merger—Interests of ClubCorp's Executive Officers and Directors in the Merger" section of this proxy statement. The Board was aware of these interests and considered them when it adopted the merger agreement and approved the merger.

        These interests include:

•

Certain of ClubCorp's executive officers are entitled to protections and benefits under Change in Control Severance Agreements and certain other executive officers are entitle to protections and benefits under the Change of Control Severance Plan adopted by ClubCorp USA, Inc., a wholly-owned subsidiary of ClubCorp (the "Severance Plan") in the event of a qualifying termination of employment during the two-year period and one-year period, respectively, commencing on the date of the merger;



•

ClubCorp's PSUs (other than any Road to 300 PSUs, which will be cancelled without payment) held by ClubCorp's executive officers will vest at the target level of performance and be converted into the right to receive the per share merger consideration on specified payment dates (which payment dates are subject to acceleration in connection with certain terminations of the applicable executive officer's employment);



•

Restricted Shares held by ClubCorp's executive officers will vest and be converted into the right to receive the per share merger consideration on specified payment dates (which payment dates

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are subject to acceleration in connection with certain terminations of the applicable executive officer's employment);

•

Restricted Shares held by members of the Board will vest and be converted into the right to receive the per share merger consideration promptly after the effective time; and



•

ClubCorp's directors and officers are entitled to indemnification and insurance arrangements pursuant to the merger agreement and ClubCorp's organizational documents and under certain indemnification agreements.

        These interests are discussed in more detail in the section entitled "The Merger—Interests of ClubCorp's Executive Officers and Directors in the Merger," beginning on page 79 of this proxy statement.

Financing of the Merger (see page 87)

        We anticipate that the total funds needed to complete the merger (including the funds to pay ClubCorp's stockholders, to pay the holders of other equity-based interests the amounts due to them under the merger agreement, and to repay, prepay, repurchase, redeem, defease or discharge certain existing indebtedness of ClubCorp and its subsidiaries), which is expected to be approximately $2.4 billion, will be funded through a combination of available cash of ClubCorp and its subsidiaries, if any, and the following:

          (i)  debt financing in an aggregate principal amount of $1.6 billion as well as a committed $175 million senior secured revolving facility, a portion of which will be available at closing. Parent has received firm commitments from a consortium of financial institutions to provide the debt financing, which includes the revolving credit facility. See the section of this proxy statement entitled "The Merger—Financing of the Merger—Debt Financing"; and

         (ii)  equity commitments by Apollo Investment Fund VIII, L.P., Apollo Overseas Partners (Delaware 892) VIII, L.P., Apollo Overseas Partners (Delaware) VIII, L.P. and Apollo Overseas Partners VIII, L.P. (together with their alternative investment vehicles, the "Apollo Funds") in an aggregate amount of up to $675 million. See the section of this proxy statement entitled "The Merger—Financing of the Merger—Equity Financing."

        The completion of the merger is not conditioned upon Parent's receipt of financing.

Limited Guarantee (see page 91)

        Subject to the terms and conditions set forth in a limited guarantee, dated July 9, 2017 (the "limited guarantee"), the Apollo Funds have guaranteed the payment obligations of Parent with respect to (i) (x) the obligation of Parent under the merger agreement to pay a reverse termination fee of $74.2 million if the merger agreement is terminated by ClubCorp under specified circumstances (see the section entitled "The Merger Agreement—Termination Fees and Expenses"), (y) Parent's obligation to pay up to $2.5 million of certain expenses incurred by ClubCorp in connection with the successful enforcement by ClubCorp of Parent's obligation to pay the reverse termination fee (referred to herein as "enforcement expenses"), and (z) certain reimbursement or payment obligations of Parent relating to the debt financing and the repayment or satisfaction and discharge, as applicable, of existing ClubCorp indebtedness of up to $500,000 or (ii) damages (solely to the extent payable pursuant to a final and non-appealable order of a court of competent jurisdiction), if any, payable for fraud or willful breach by Parent or Merger Sub of up to $74.2 million.

        The Apollo Funds' obligations under the limited guarantee are subject to a maximum aggregate cap of $74.2 million plus, if applicable, the enforcement expenses and the reimbursement obligations, in each case subject to the applicable cap.

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Antitrust Review Required for the Merger (see page 92)

        Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), we cannot complete the merger until we have given notification and furnished information to the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("DOJ"), and until the applicable 30-day waiting period has expired or has been terminated. On July 20, 2017, ClubCorp and Parent each filed a premerger notification and report form under the HSR Act, as a result of which the applicable waiting period under the HSR Act is scheduled to expire on August 21, 2017 at 11:59 p.m., Eastern Time, unless otherwise earlier terminated or extended if the DOJ or FTC requests additional information and documentary material. On July 28, 2017, the FTC granted early termination of the waiting period of the HSR Act, effective immediately.

        While we have no reason to believe it will not be possible to complete the antitrust review in a timely manner, there is no certainty that this review will be completed within the period of time contemplated by the merger agreement or that the completion of such review would not be conditioned upon actions that would be materially adverse to ClubCorp or Parent, or that a regulatory challenge to the merger will not be made.

Material U.S. Federal Income Tax Consequences of the Merger (see page 93)

        The exchange of ClubCorp common stock for cash in the merger generally will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. You should read the section entitled "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 93. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular circumstances. You should consult your tax advisors regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Transaction Litigation (See page 93)

        Following the July 9, 2017 announcement of the execution of the merger agreement, four purported ClubCorp stockholders initiated legal actions asserting claims against ClubCorp's directors for allegedly breaching various fiduciary duties, including, without limitation, the duties of loyalty, due care, good faith, candor and/or independence owed to the plaintiff and the public stockholders of ClubCorp. Three of these legal actions also named AGM for aiding and abetting the directors' purported breach of fiduciary duty. The complaints seek, among other things, to enjoin the merger contemplated by the merger agreement. Although it is not possible to predict the outcome of the litigations with certainty, ClubCorp, Parent and Merger Sub believe these claims are without merit and intend to vigorously defend against these claims.

No Appraisal Rights (see page 95)

        Pursuant to the Section 92A.390 of the Nevada Revised Statutes (the "NRS"), no holder of any shares of ClubCorp common stock will have or 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.

Expected Timing of the Merger

        We expect to complete the merger in the third quarter of 2017. However, the merger is subject to approval of the merger proposal by the ClubCorp stockholders at the special meeting and other conditions, and it is possible that factors outside of the control of ClubCorp or Parent could result in the merger being completed at a later time, or not at all. There may be a substantial amount of time

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between the special meeting and the completion of the merger. We expect to complete the merger promptly following the receipt of all required clearances and approvals and the satisfaction or, to the extent permitted, waiver of the other conditions to the consummation of the merger.

Restrictions on Solicitation of Competing Acquisition Proposals (see page 107)

        From and after the date of the merger agreement until the effective time or, if earlier, the valid termination of the merger agreement, ClubCorp is subject to restrictions on its ability to solicit third party proposals relating to alternative transactions or to provide information to and engage in discussions or negotiations with third parties in relation to any alternative transactions (subject to certain exceptions prior to the approval of the merger proposal by ClubCorp stockholders at the special meeting). Specifically, ClubCorp will not, and will cause its subsidiaries not to (and will use its reasonable best efforts to cause its and their respective directors, officers, employees, consultants, investment bankers, attorneys, accountants, agents and other advisors or representatives not to):

•

initiate, solicit, knowingly encourage, propose or knowingly induce the making, submission or announcement of, or knowingly facilitate or assist any inquiries, offers or proposals with respect to an acquisition proposal or the consummation thereof, or any offer or proposal that could reasonably be expected to lead to an acquisition proposal or the consummation thereof;



•

enter into, continue or otherwise participate or engage in any negotiations or discussions concerning or with respect to any inquiries from any person (other than Parent, Merger Sub or any of their respective designees) relating to the making of an acquisition proposal, or provide or afford access to its properties, assets, books and records, personnel (solely in connection with the evaluation of an acquisition proposal) or non-public information or data to any person (other than Parent, Merger Sub or any of their respective designees) relating to the making of an acquisition proposal or any inquiry or proposal with respect thereto;



•

approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any acquisition proposal;



•

execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement or other agreement relating to any acquisition proposal other than certain permitted confidentiality agreements;



•

fail to enforce or grant any waiver or release under any standstill or similar agreement with respect to any class of securities of ClubCorp or any of its subsidiaries unless the Board determines in good faith that the failure to do so would be inconsistent with its fiduciary duties; or



•

authorize, agree or commit to do any of the foregoing.

        ClubCorp agreed to immediately cease and cause to be terminated, and to cause each of its subsidiaries, and use its reasonable best efforts to cause its and its subsidiaries' respective representatives to immediately cease and cause to be terminated, any activities, solicitations, discussions or negotiations with any person and its affiliates and representatives (other than Parent, Merger Sub or any of their respective representatives and designees) in connection with or relating to an acquisition proposal, in each case that existed as of the date of the merger agreement. ClubCorp also agreed to (i) promptly request that each person (other than Parent, Merger Sub or any of their respective representatives and designees) that has prior to the date of the merger agreement executed a confidentiality agreement in connection with its consideration of acquiring ClubCorp return or destroy all confidential information furnished pursuant to the date of the merger agreement and (ii) terminate any access to any data room (electronic or otherwise) previously provided to any such person, its affiliates or representatives.

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        However, prior to approval of the merger proposal by the ClubCorp stockholders at the special meeting, we may participate or engage in discussions with any person or group that has made a bona fide acquisition proposal after the date of the merger agreement that was not solicited in breach of the merger agreement (including the non-solicitation restrictions described above) (other than de minimis breaches) and provide access to such person or group and its representatives to our, and our subsidiaries' properties, books and records and other information or data in response to a request therefor, 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 outside legal counsel, that failure to provide such access or engage in such discussions would be, or reasonably likely to be, inconsistent with its fiduciary duties under applicable law and has received an acceptable confidentiality agreement from such person; provided that ClubCorp will substantially contemporaneously provide to Parent and Merger Sub any non-public information or data that is provided to any person given such access that was not previously made available to Parent or Merger Sub.

        ClubCorp is not entitled to terminate the merger agreement to enter into an agreement for a superior proposal unless it complies with certain procedures in the merger agreement, including engaging in good faith negotiations with Parent and its representatives during specified periods to enable Parent to make adjustments to the merger agreement such that any acquisition proposal (or modification thereof) would cease to constitute a superior proposal. If ClubCorp terminates the merger agreement in order to accept a superior proposal, it must pay a $34.2 million termination fee to Parent. For more information, see the section of this proxy statement captioned "The Merger Agreement—Restrictions on Solicitation of Competing Acquisition Proposals."

Conditions to the Closing of the Merger (see page 117)

        Each party's respective obligation to effect the merger under the merger agreement is subject to the satisfaction or, to the extent permitted by applicable law, waiver of various conditions, including the following:

•

the merger agreement has been approved by the affirmative vote (in person or by proxy) of the holders of a majority of all of the outstanding shares of ClubCorp common stock entitled to vote thereon;



•

no law, statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) will have been enacted, entered, promulgated or enforced by any governmental authority of competent jurisdiction which prohibits, makes illegal or enjoins the consummation of the merger and will remain in effect;



•

the waiting period (and any extension thereof) applicable to the consummation of the merger under the HSR Act will have expired or been earlier terminated and any required approvals thereunder will have been obtained, as further described in the section entitled "The Merger—Antitrust Review Required for the Merger" beginning on page 92;



•

ClubCorp's, Parent's and Merger Sub's respective representations and warranties in the merger agreement will be true and correct as of the date of the merger agreement and as of the effective time in the manner described under "The Merger Agreement—Conditions to the Closing of the Merger" beginning on page 117;



•

ClubCorp, Parent and Merger Sub have performed or complied in all material respects with each of their respective obligations, agreements and covenants under the merger agreement at or prior to the effective time in the manner described under "The Merger Agreement—Conditions to the Closing of the Merger" beginning on page 117;

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•

since the date of the merger agreement, there has not been a material adverse effect (as defined under the section entitled "The Merger Agreement—Representations and Warranties" beginning on page 98) with respect to ClubCorp and its subsidiaries, taken as a whole;



•

the delivery of an officer's certificate by each of ClubCorp and Parent certifying that the conditions with respect to accuracy of representations and warranties and compliance with obligations, agreements and covenants under the merger agreement, and in the case of ClubCorp, that there has not been a material adverse effect with respect to ClubCorp and its subsidiaries, taken as a whole; and



•

following the date of the merger agreement, the Board or any committee or subcommittee thereof, or any equivalent governing body of any non-wholly owned subsidiary of ClubCorp, will not have declared, set aside, established a record date for, authorized, made or paid any dividend or other distribution, payable in cash, stock, property, rights or otherwise, with respect to any of the capital stock of ClubCorp or any of its non-wholly owned subsidiaries, other than (i) the one-time dividend declared by the Board on July 9, 2017 and paid on July 28, 2017 in the amount of $0.13 per share in cash, and (ii) all unpaid dividends and dividend equivalents associated with Restricted Shares and PSUs.

Termination of the Merger Agreement (see page 119)

        ClubCorp or Parent may terminate the merger agreement under certain circumstances, including:

•

by mutual written consent of Parent and Merger Sub and ClubCorp;



•

if the merger has not occurred on or prior to 5:00 p.m., Dallas Texas time, on January 9, 2018 (as may be extended pursuant to the merger agreement) (the "outside date"), provided that such outside date may be extended by Parent in its sole discretion until four business days after the end of the marketing period if the marketing period has commenced but has not yet been completed (not to be extended by more than the remaining number of calendar days of the marketing period that have not yet been completed), provided, further, that the right to terminate the merger agreement under this circumstance will not be available to any party whose action or failure to perform any of its obligations under the merger agreement required to be performed prior to the effective time was the primary cause of the merger not having occurred on or prior to the outside date;



•

if any court of competent jurisdiction or other governmental authority located or having jurisdiction in the United States has issued an order, decree or ruling, or taken any other final action permanently restraining, enjoining or otherwise prohibiting the merger and such order, decree, ruling or other action is or will have become final and non-appealable, provided that the party seeking to terminate the merger agreement under this circumstance has used such standard of efforts as may be required pursuant to the merger agreement to prevent, oppose and remove such restraint, injunction or other prohibition; or



•

if the approval of the merger agreement by ClubCorp's stockholders has not been obtained at the special meeting or at any adjournment or postponement thereof at which a vote on the approval of the merger proposal was taken.

        ClubCorp may terminate the merger agreement by written notice to Parent:

•

if there has been a material breach of or material failure to perform any representation, warranty, covenant or agreement on the part of Parent or Merger Sub contained in the merger agreement, or any such representation or warranty will be untrue in any material respect, which breach, failure to perform or failure to be true, individually or in the aggregate, would result in a condition to ClubCorp's obligation to effect the merger not being satisfied (and such breach or

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failure is not curable or, if curable, not cured prior to the earlier of (i) 30 days after written notice stating in reasonable detail the nature of such breach and the basis for such condition not being satisfied is given by ClubCorp to Parent and (ii) two business days prior to the outside date), provided that the right to terminate the merger agreement under this circumstance will not be available to ClubCorp if ClubCorp is then in material breach of any of its representations, warranties, covenants or agreements under the merger agreement;

•

prior to the approval of the merger agreement by the ClubCorp stockholders at the special meeting or any adjournment or postponement thereof, in order to enter into a definitive acquisition agreement with respect to a superior proposal, subject to ClubCorp's compliance with the non-solicitation provisions and related notice procedures in the merger agreement and payment of the applicable termination fee; or



•

if (i) the marketing period has ended and (a) all of the conditions applicable to Parent, Merger Sub and ClubCorp's obligations to close the merger and (b) Parent and Merger Sub's obligations to close the merger have, in each case, been and continue to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of such conditions at the closing of the merger), (ii) Parent and Merger Sub fail to consummate the merger on the date required pursuant to the merger agreement, (iii) ClubCorp has irrevocably notified Parent by written notice that it is ready, willing and able to consummate the merger and all the conditions to ClubCorp's obligation to close the merger have been satisfied or waived, (iv) Parent and Merger Sub fail to consummate the merger by the third business day after the delivery of the notice described in clause (iii), and (v) at all times during such three business day period described in clause (iv), ClubCorp stood ready, willing and able to consummate the merger and the other transactions contemplated by the merger agreement.

        Parent may terminate the merger agreement by written notice to ClubCorp:

•

if there has been a material breach of or material failure to perform any representation, warranty, covenant or agreement on the part of ClubCorp contained in the merger agreement, or any such representation or warranty will be untrue in any material respect, which breach, failure to perform or failure to be true, individually or in the aggregate, would result in a condition to Parent's and Merger Sub's obligation to effect the merger not being satisfied (and such breach or failure is not curable or, if curable, not cured prior to the earlier of (i) 30 days after written notice stating in reasonable detail the nature of such breach and the basis for such condition not being satisfied is given by Parent to ClubCorp and (ii) two business days prior to the outside date), provided that the right to terminate the merger agreement under this circumstance will not be available to Parent if Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements under the merger agreement; or



•

if the Board (or a committee thereof) has made a Change of Recommendation (as defined below in "The Merger Agreement—Restrictions on Solicitation of Competing Acquisition Proposals—Board Recommendation and Change of Recommendation" beginning on page 110).

Termination Fees and Expenses (see page 121)

        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 reasonable and documented out-of-pocket fees and expenses incurred in connection with the enforcement of ClubCorp's obligation to pay the termination fee pursuant to the terms and

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conditions of the merger agreement. If the merger agreement is terminated as a result of (i) ClubCorp's material uncured breach of the merger agreement, or (ii) a failure to obtain stockholder approval at a meeting where a vote for the approval of the merger agreement was taken, ClubCorp will reimburse Parent an amount up to $6.25 million in respect of its transaction-related expenses. 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.

Directors' and Officers' Indemnification and Insurance (see page 114)

        Following the effective time and until the sixth anniversary thereof, subject to the limitations set forth in the merger agreement, Parent will cause the surviving corporation to indemnify each current and former director and officer of the Company and its subsidiaries (in each case, to the extent acting in such capacity) for matters existing or occurring prior to the effective time and advance expenses incurred by such indemnified party in the defense of any proceeding (provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification). The provisions in the surviving corporation's and each of its subsidiaries organizational documents with respect to indemnification, advancement of expenses and exculpation of former or present directors and officers will be substantially equivalent to the provisions contained in ClubCorp's or such subsidiaries' organizational documents as in effect as of the date of the merger agreement, which provisions will not be amended, repealed or otherwise modified for a period of six years from the effective time in any manner that would adversely affect the rights thereunder of any such individuals without the prior written consent of each such individual. Additionally, for a period of six years, Parent will maintain, or will cause the surviving corporation to maintain, at no expense to the beneficiaries, either the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by ClubCorp and its subsidiaries (the "existing policies") or insurance policies for the directors and officers of at least the same coverage, with deductibles substantially equivalent to those of the existing policies and containing terms and conditions and providing benefits that are substantially equivalent to any beneficiary thereof, with respect to matters existing or occurring at or prior to the effective time and from insurance carriers having at least an "A" rating by A.M. Best with respect to directors' and officers' liability insurance. In lieu of providing such coverage, ClubCorp may, at its option, purchase from insurance carriers with comparable credit ratings no later than the effective time, a six-year prepaid "tail policy" providing at least the same coverage and amounts, with deductibles substantially equivalent to those of the existing policies and containing terms and conditions that are substantially equivalent to the insured than the existing policies maintained by ClubCorp and its subsidiaries with respect to claims arising from facts or events that occurred at or before the effective time, including the transactions contemplated by the merger agreement, subject to the cost limitations set forth in the merger agreement, and Parent will cause the surviving corporation to maintain such "tail policy" in full force and effect for such six year period.

Delisting and Deregistration of ClubCorp Common Stock (see page 113)

        As promptly as practicable following the completion of the merger, ClubCorp common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

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Market Prices of ClubCorp Common Stock (see page 126)

        The closing sales price of ClubCorp common stock on the NYSE on August 7, 2017, the latest practicable date before the printing of this proxy statement, was $17.05 per share. The closing sales price of ClubCorp common stock on the NYSE on July 7, 2017, the last trading day prior to the public announcement of the proposed merger, was $13.10 per share. You are urged to obtain current market quotations for ClubCorp common stock when considering whether to approve the merger proposal.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

        The following are brief answers to certain questions that you may have regarding the merger, the special meeting and the proposals being considered at the special meeting. We urge you to carefully read the remainder of this proxy statement because the information in this section does not provide all of the information that might be important to you with respect to the merger and the special meeting. Additional important information is also contained in the annexes attached to this proxy statement and the documents referred to or incorporated by reference into this proxy statement.

Q.

Why am I receiving these proxy materials?

A.

On July 9, 2017, ClubCorp entered into the merger agreement providing for the merger of Merger Sub with and into ClubCorp, pursuant to which ClubCorp will survive the merger as a wholly owned subsidiary of Parent. A copy of the merger agreement is attached to this proxy statement as Annex A and is incorporated by reference herein. In order to complete the merger, ClubCorp stockholders must vote to approve the merger agreement. The approval of this proposal by our stockholders is a condition to the consummation of the merger. See the section entitled "The Merger Agreement—Conditions to the Closing of the Merger" beginning on page 117. You are receiving this proxy statement in connection with the solicitation by the Board of proxies of ClubCorp stockholders in favor of the merger proposal.

You are also being asked to vote on a proposal to approve on a non-binding, advisory basis, compensation that will be paid or may become payable by ClubCorp to the named executive officers of ClubCorp in connection with the merger and on a proposal that will give ClubCorp the authority 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 agreement.

This proxy statement, which you should read carefully, contains important information about the merger, the merger agreement and the special meeting of our stockholders and the matters to be voted on thereat. The enclosed materials allow you to submit a proxy to vote your shares without attending the special meeting and to ensure that your shares are represented and voted at the special meeting.

Your vote is very important. Even if you plan to attend the special meeting, we encourage you to submit a proxy as soon as possible

Q.

What is the proposed transaction?

A.

If the merger proposal is approved by ClubCorp stockholders and the other conditions to the consummation of the merger contained in the merger agreement are satisfied or waived, Merger Sub will merge with and into ClubCorp. ClubCorp will be the surviving corporation in the merger and will become privately held as a wholly owned subsidiary of Parent.

Q.

What will I receive in the merger if it is completed?

A.

Under the terms of the merger agreement, if the merger is completed, you will be entitled to receive $17.12 in cash, without interest and subject to any applicable withholding taxes, for each share of ClubCorp common stock you own, which represents a premium of (i) approximately 30.7% of ClubCorp's closing stock price on July 7, 2017, the last trading day prior to the date on which public announcement of the merger agreement was made and (ii) approximately 29.0% to the volume weighted average price ("VWAP") of ClubCorp common stock during the 30 days ended July 7, 2017. For example, if you own 100 shares of ClubCorp common stock, you will be entitled to receive $1,712.00 in cash in exchange for your shares, without interest and subject to

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any applicable withholding taxes. You will not be entitled to receive shares in the surviving corporation or in Parent.

Q.

Where and when is the special meeting, and who may attend? What do I need to bring if I plan to attend the special meeting?

A.

The special meeting will be held at Hackberry Creek Country Club, 1901 West Royal Lane, The Ballroom, Irving, Texas 75063 on September 15, 2017 at 10:00 am, Central Time. The meeting room will open at 9:30 am, Central Time, and registration will begin at that time. Stockholders of record as of the record date of the special meeting and their duly appointed proxy holders may attend the meeting. Stockholders of record should bring the enclosed proxy card as evidence of ownership regardless of whether they intend to vote using such proxy card. Beneficial owners of shares held in "street name" who have not obtained a proxy but who wish to attend the meeting should bring a copy of an account statement reflecting their ownership of ClubCorp common stock as of the record date and will only be able to vote at the special meeting if they have a "legal proxy", executed in their favor, from their broker, bank or other nominee of the stockholder of record of their shares, giving them the right to vote the shares at the special meeting. All stockholders and proxyholders should bring valid photo identification (such as a driver's license or passport).

Alternatively, you may make arrangements in advance by contacting our Investor Relations Department at (972) 888-7495 or by email at clubcorp.investor.relations@clubcorp.com.

No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the annual meeting.

Q.

Who can vote at the Special Meeting?

A.

All ClubCorp stockholders of record as of the close of business on August 17, 2017, the record date for the special meeting, are entitled to receive notice of, attend and vote at the special meeting, or any adjournment or postponement thereof. Each share of ClubCorp common stock issued and outstanding as of the record date is entitled to one vote on all matters that come before the special meeting. At the close of business on August 3, 2017, there were 65,546,452 shares of ClubCorp common stock issued and outstanding, held by approximately 236 holders of record.

We are commencing our solicitation of proxies on or about August 8, 2017, which is before the record date. We will continue to solicit proxies until the date of the special meeting. Each holder of record of ClubCorp common stock on the record date who has not yet received notice of the special meeting and a copy of the proxy statement prior to August 17, 2017 will receive such notice and a copy of the proxy statement and have the opportunity to vote on the matters described in the proxy statement. Proxies delivered prior to the record date will be valid and effective so long as the stockholder providing the proxy is a holder of record of ClubCorp common stock on the record date. If you are not a holder of record of ClubCorp common stock on the record date, any proxy you deliver will be ineffective. If you deliver a proxy prior to the record date and remain a holder of record of ClubCorp common stock on the record date, you do not need to deliver another proxy after the record date. If you deliver a proxy prior to the record date and do not revoke that proxy, your proxy will be deemed to cover the number of shares of ClubCorp common stock you own on the record date even if that number is different from the number of shares of ClubCorp common stock you owned when you executed and delivered your proxy. Proxies received from persons who are not holders of record of ClubCorp common stock on the record date will not be effective.

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Q.

What matters will be voted on at the special meeting?

A.

At the special meeting, you will be asked to consider and vote on the following proposals:

•

the merger proposal;

•

the named executive officer merger-related compensation proposal; and

•

the adjournment proposal.

Stockholders may also be asked to transact such other business as may properly be brought before the special meeting or any adjournments or postponements of the special meeting, by or at the direction of the Board. If other matters are properly presented at the special meeting for consideration and you are a stockholder of record as of the record date and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Q.

What is the position of the Board regarding the merger?

A.

After consideration of various factors, the Board has unanimously (i) determined that it is advisable, fair to and in the best interests of ClubCorp and our stockholders for ClubCorp to enter into the merger, the merger agreement and the other transactions contemplated by the merger agreement, (ii) declared advisable and approved the merger agreement and the transactions contemplated by the merger agreement and (iii) 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.

Q.

How does the Board recommend that I vote on the proposals?

A.

ClubCorp's Board unanimously recommends that you vote:

•

"FOR" the merger proposal;

•

"FOR" the named executive officer merger-related compensation proposal; and

•

"FOR" the adjournment proposal.

Q.

What vote is required to approve the merger proposal?

A.

Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ClubCorp common stock entitled to vote thereon. As a result, if you fail to return your proxy card or otherwise fail to vote your shares at the special meeting, or if you abstain from voting on the merger proposal, it will have the same effect as a vote "AGAINST" the merger proposal. Broker "non-votes" will also have the same effect as a vote "AGAINST" the merger proposal.

Q.

What vote is required to approve the named executive officer merger-related compensation proposal and the adjournment proposal?

A.

If a quorum is present, 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.

The outcome of the named executive officer merger-related compensation proposal vote will not be binding on the Board. Therefore, there is no "required vote" on this proposal. The Board will consider the outcome of this advisory vote in determining how to proceed following the special meeting.

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Abstentions and broker non-votes will not be counted as votes cast on the adjournment proposal or the named executive officer merger-related compensation proposal and therefore will not affect the outcome of these proposals.

Q.

Do you expect the merger to be taxable to ClubCorp stockholders?

A.

The exchange of ClubCorp common stock for cash in the merger generally will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state, local or other tax laws. You should read the section entitled "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 129. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular circumstances. You should consult your tax advisors regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Q.

What other effects will the merger have on ClubCorp?

A.

If the merger is completed, ClubCorp common stock will be delisted from the NYSE and deregistered under the Exchange Act, and ClubCorp will no longer be required to file periodic reports with the SEC with respect to ClubCorp common stock, in each case in accordance with applicable law, rules and regulations. Following the completion of the merger, ClubCorp common stock will no longer be publicly traded and you will no longer have any interest in ClubCorp's future earnings or growth. In addition, each share of ClubCorp common stock you hold will represent only the right to receive $17.12 in cash, without interest and subject to any applicable withholding taxes. ClubCorp will also become a wholly owned subsidiary of Parent at the effective time.

Q.

When is the merger expected to be completed?

A.

Assuming timely satisfaction of necessary closing conditions, including the approval by our stockholders of the merger proposal, the parties to the merger agreement expect to complete the merger in the third quarter of this year. However, ClubCorp cannot assure completion by any particular date, if at all. Because the merger is subject to a number of conditions, including the receipt of stockholder approval of the merger proposal and the completion of antitrust approval, the exact timing of the merger cannot be determined at this time and we cannot guarantee that the merger will be completed.

Q.

What happens if the merger is not completed?

A.

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 of ClubCorp common stock 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. If the merger agreement is terminated under specified circumstances, ClubCorp may be required to pay Parent a termination fee of $34.2 million, or Parent may be required to pay ClubCorp a termination fee of $74.2 million. If the merger agreement is terminated as a result of a failure to obtain stockholder approval at a meeting where a vote for the approval of the merger agreement was taken, ClubCorp will reimburse Parent an amount up to $6.25 million in respect of its documented out-of-pocket transaction-related expenses. 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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Q.

How will our directors and executive officers vote on the merger proposal?

A.

The directors and officers of ClubCorp have informed ClubCorp that, as of the date of this proxy statement, they intend to vote their respective shares of ClubCorp common stock in favor of the merger proposal.

As of August 3, 2017, the directors and executive officers of ClubCorp owned, in the aggregate, 1,951,147 shares of ClubCorp common stock, representing 3.0% of the issued and outstanding ClubCorp common stock entitled to vote at that time.

Q.

Do any of ClubCorp's directors or officers have interests in the merger that may differ from or be in addition to my interests as a stockholder?

A.

Yes. In considering the recommendation of the Board with respect to the merger proposal, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. The Board was aware of and considered these differing interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the merger agreement and the merger, and in unanimously recommending that the merger agreement be approved by the ClubCorp stockholders. See the section entitled "The Merger—Interests of ClubCorp's Executive Officers and Directors in the Merger" beginning on page 79 of this proxy statement.

Q.

Why am I being asked to consider and vote on the named executive officer merger-related compensation proposal?

A.

The SEC rules require ClubCorp to seek approval on a non-binding, advisory basis with respect to compensation that will be paid or may become payable to the named executive officers of ClubCorp in connection with the merger. Approval of the named executive officer merger-related compensation proposal is not required to complete the merger.

Q.

Who is soliciting my vote? Who will pay for the cost of this proxy solicitation?

A.

The Board is soliciting your proxy, and ClubCorp will bear the cost of soliciting proxies. MacKenzie Partners, Inc. has been retained to assist with the solicitation of proxies. MacKenzie Partners, Inc. will be paid approximately $25,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the special meeting. On or about August 8, 2017, we will begin soliciting proxies from holders of record as of August 3, 2017 and will continue to solicit proxies until the date of the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks or other nominees to beneficial owners of shares of ClubCorp common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by MacKenzie Partners, Inc. or, without additional compensation, by certain of ClubCorp's directors, officers and employees.

Q.

What do I need to do now? If I am going to attend the special meeting, should I still submit a proxy?

A.

Carefully read and consider the information contained in and incorporated by reference into this proxy statement, including the attached annexes. Whether or not you expect to attend the special meeting in person, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the special meeting.

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Q.

How do I vote if my shares are registered directly in my name?

A.

If your shares are registered directly in your name with our transfer agent, you are considered a "stockholder of record." Stockholders of record can vote their shares of ClubCorp common stock in the following ways:

•

By Mail:  If you are a stockholder of record and elect to receive a paper copy of your proxy materials, you can vote by marking, dating and signing the proxy card and returning it by mail in the enclosed postage-paid envelope.

•

By Internet or Telephone:  You can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card or on the secured website. You can vote using a touchtone telephone by calling 1-800-690-6903. Please have your proxy card available for reference because you will need the validation details that are located on your proxy card in order to submit your vote via proxy over the Internet or by telephone. If you submit your vote via proxy over the Internet or by telephone, you do not have to mail in a proxy card.

•

At the Special Meeting:  If you are a stockholder of record planning to attend the special meeting and wish to vote your shares in person, we will give you a ballot at the meeting.

Even if you plan to be present at the special meeting, we encourage you to complete and mail the enclosed card to vote your shares by proxy or vote by telephone or the Internet. Telephone and Internet voting facilities for stockholders will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on September 14, 2017. Proxy cards mailed by holders of record must be received no later than September 14, 2017 in order to be counted in the vote.

If you beneficially own your shares and receive a voting instruction form, you can vote by following the instructions on your voting instruction form. Please refer to information from your bank, broker or other nominee on how to submit voting instructions. Stockholders who own their shares in "street name" are not able to vote at the special meeting unless they have a proxy, executed in their favor, from their broker, bank or other nominee of the stockholder of record of their shares.

Q.

How do I vote if my shares are held in the name of my broker, bank or other nominee?

A.

If your shares are held by your broker, bank or other nominee, you are considered the beneficial owner of shares held in "street name" and you will receive a form from your broker, bank or other nominee seeking instruction from you as to how your shares should be voted. If you beneficially own your shares and receive a voting instruction form, you can vote by following the instructions on your voting instruction form. Please refer to information from your bank, broker or other nominee on how to submit voting instructions. Stockholders who own their shares in "street name" are not able to vote at the special meeting unless they have a proxy, executed in their favor, from their broker, bank or other nominee of the stockholder of record of their shares.

Q.

What is a proxy?

A.

A proxy is your legal designation of another person, referred to as a "proxy," to vote your shares of ClubCorp common stock. The written document describing the matters to be considered and voted on at the special meeting is called a "proxy statement." The document used to designate a proxy to vote your shares of ClubCorp common stock is called a "proxy card."

Q.

If a stockholder gives a proxy, how are the shares voted?

A.

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way you indicate. When completing the Internet or telephone process on the proxy card, you may specify whether your shares would be voted "FOR"

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or "AGAINST" or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you properly sign and return your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted as recommended by the Board with respect to each proposal.

Q.

Can I change or revoke my proxy after it has been submitted?

A.

Yes. You can change or revoke your proxy at any time before the final vote at the special meeting. If you are the stockholder of record, you may change or revoke your proxy by:

•

submitting another proxy over the Internet or by telephone prior to 11:59 pm, Eastern Time, on September 14, 2017;

•

timely delivering a written notice that you are revoking your proxy to our Corporate Secretary;

•

timely delivering a valid, later-dated proxy card; or

•

attending the special meeting and notifying the election officials that you wish to revoke your proxy or voting by ballot in person at the special meeting. Simply attending the special meeting will not, by itself, revoke your proxy.

If you are the beneficial owner of shares held in "street name," you will have to follow the instructions provided by your broker, bank or other nominee to change or revoke your voting instructions.

If you submit a proxy or provide instructions to vote your shares and do not thereafter validly revoke such proxy or change such instructions in accordance with one of the methods set forth above, your shares will be represented and voted at the special meeting.

Q.

How many shares of ClubCorp common stock must be present to constitute a quorum for the meeting? What if there is no quorum?

A.

Under our bylaws, the presence at the special meeting, in person or by proxy (regardless of whether the proxy has authority to vote on all matters), of the holders of a majority of the voting power of ClubCorp common stock issued and outstanding at the close of business on the record date will constitute a quorum. Abstentions will be counted as present at the special meeting for purposes of determining whether a quorum is present at the meeting, but broker "non-votes" will not be counted as present in person or by proxy at the special meeting. There must be a quorum for business to be conducted at the special meeting. If a quorum is not present, a majority of the voting power represented or the person presiding at the special meeting may adjourn the special meeting to another place, date or time until a quorum is represented. Failure of a quorum to be present at the special meeting will necessitate an adjournment or postponement of the special meeting and may subject ClubCorp to additional expense. 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.

Q.

What if I abstain from voting on any proposal?

A.

If you attend the special meeting or submit (and do not thereafter validly revoke) a properly executed proxy card, even if you abstain from voting, your shares of ClubCorp common stock will still be counted for purposes of determining whether a quorum is present at the special meeting, but will not be voted on the proposals from which you abstain, and such abstentions will not be considered a vote "cast" at the special meeting. As a result, your abstention from voting will have the same effect as a vote "AGAINST" the merger proposal, but will have no outcome on the effect

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of the named executive officer merger-related compensation proposal and the adjournment proposal.

Q.

Will my shares be voted if I do not sign and return my proxy card or vote by telephone or over the Internet or in person at the special meeting?

A.

If you are a stockholder of record of ClubCorp and you do not attend the special meeting, sign and return your proxy card, vote by submitting your proxy by telephone or vote by submitting your proxy over the Internet, your shares will not be voted at the special meeting and will not be counted as present for purposes of determining whether a quorum exists. The failure to return your proxy card or otherwise vote your shares at the special meeting will have no effect on the outcome of the named executive officer merger-related compensation proposal or the adjournment proposal. However, the vote to approve the merger proposal is based on the number of votes entitled to be cast (which is based on the total number of shares of ClubCorp common stock outstanding as of the close of business on the record date), not just the votes that are cast in person or by proxy at the special meeting. As a result, if you fail to return your proxy card or otherwise vote your shares at the special meeting, it will have the same effect as a vote "AGAINST" the merger proposal.

You will have the right to receive the per share merger consideration if the merger proposal is approved and the merger is completed even if your shares are not voted at the special meeting. However, if your shares are not voted at the special meeting, it will have the same effect as a vote "AGAINST" the merger proposal.

Q.

What is a broker non-vote?

A.

Broker non-votes are shares held in "street name" by brokers, banks and other nominees that are present or represented by proxy at the special meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because, under NYSE rules, brokers, banks and other nominees holding shares in "street name" do not have discretionary voting authority with respect to non-routine matters (which include the three proposals described in this proxy statement), if a beneficial owner of shares of ClubCorp common stock held in "street name" does not give voting instructions to the broker, bank or other nominee, then those shares will not be counted as present in person or by proxy at the special meeting. As a result, it is expected that there will not be any broker non-votes in connection with any of the three proposals described in this proxy statement. The failure to issue voting instructions to your broker, bank or other nominee will have no effect on the outcome of the named executive officer merger-related compensation proposal or adjournment proposal. Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ClubCorp common stock entitled to vote thereon. As a result, if you fail to issue voting instructions to your broker, bank or other nominee, it will have the same effect as a vote "AGAINST" the merger proposal.

Q.

Will my shares held in "street name" or another form of record ownership be combined for voting purposes with shares I hold of record?

A.

No. Because any shares you may hold in "street name" will be deemed to be held by a different stockholder than any shares you hold of record, any shares held in "street name" will not be combined for voting purposes with shares you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for each of those shares because they are held in a different form of record ownership. Shares held by a corporation

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or business entity must be voted by an authorized officer of the entity. Shares held in an individual retirement account must be voted under the rules governing the account.

Q.

Am I entitled to exercise dissenter's rights under the NRS instead of receiving the per share merger consideration for my shares of ClubCorp common stock?

A.

No. Pursuant to the Section 92A.390 of the NRS, no holder of any shares of ClubCorp common stock will have or 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.

Q.

What happens if I sell my shares of ClubCorp common stock before the completion of the merger?

A.

If you transfer your shares of ClubCorp common stock, you will have transferred your right to receive the per share merger consideration in the merger. In order to receive the per share merger consideration, you must hold your shares of ClubCorp common stock through the completion of the merger.

Q.

Should I send in my evidence of ownership now?

A.

No. After the merger is completed, you will receive transmittal materials from the paying agent for the merger with detailed written instructions for exchanging your shares of ClubCorp common stock for the consideration to be paid to former ClubCorp stockholders in connection with the merger. If you are the beneficial owner of shares of ClubCorp common stock held in "street name," you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of such shares.

Q.

What does it mean if I get more than one proxy card or voting instruction card?

A.

If your shares are registered differently or are held in more than one account, you will receive more than one proxy card or voting instruction card. Please complete and return all of the proxy cards or voting instruction cards you receive (or submit each of your proxies over the Internet or by telephone) to ensure that all of your shares are voted.

Q.

What is householding and how does it affect me?

A.

The SEC's proxy rules permit companies and intermediaries, such as brokers and banks, to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing an address by delivering a single proxy statement to those stockholders, unless contrary instructions have been received. This procedure reduces the amount of duplicate information that stockholders receive and lowers printing and mailing costs for companies. Certain brokerage firms may have instituted householding for beneficial owners of common stock held through brokerage firms. If your family has multiple accounts holding common stock, you may have already received a householding notification from your broker. You may decide at any time to revoke your decision to household, and thereby receive multiple copies of proxy materials. If you wish to opt out of this procedure and receive a separate set of proxy materials in the future, or if you are receiving multiple copies and would like to receive only one, you should contact your broker, trustee or other nominee or ClubCorp at the address and telephone number below. A separate copy of these proxy materials will be promptly delivered upon request by contacting our Investor Relations Department by (a) mail at ClubCorp Holdings, Inc., Attention: Investor Relations, 3030 LBJ Freeway, Suite 600, Dallas, TX 75234, (b) telephone at (972) 888-7495, or (c) e-mail at clubcorp.investor.relations@clubcorp.com.

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Q.

What will the holders of outstanding ClubCorp equity awards receive in the merger?

A.

Immediately prior to the effective time:

•

each outstanding Restricted Share will 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, which will be cancelled without payment) will 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 dividends 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 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.

Q.

When will ClubCorp announce the voting results of the special meeting, and where can I find the voting results?

A.

ClubCorp intends to announce the preliminary voting results at the special meeting, and will report the final voting results of the special meeting in a Current Report on Form 8-K filed with the SEC within four business days after the meeting. All reports that ClubCorp files with the SEC are publicly available when filed.

Q.

Where can I find more information about ClubCorp?

A.

You can find more information about us from various sources described in the section entitled "Where You Can Find More Information" beginning on page 132 of this proxy statement.

Q.

Who can help answer my other questions?

A.

If you have questions about the merger, require assistance in submitting your proxy or voting your shares, or need additional copies of this proxy statement or the enclosed proxy card, please contact

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MacKenzie Partners, Inc., which is acting as the proxy solicitation agent for ClubCorp in connection with the merger, or ClubCorp.

MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
(800) 322-2885
ClubCorp@mackenziepartners.com

or

ClubCorp Holdings, Inc.
3030 LBJ Freeway, Suite 600
Dallas, Texas 75234
Attention: Investor Relations
(972) 888-7495
clubcorp.investor.relations@clubcorp.com

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including statements with respect to the proposed transaction and the Merger, the benefits of the proposed transaction and the anticipated timing of the proposed transaction. Forward-looking statements can be generally identified by the use of words such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "intends," "continue" or similar terminology. These statements reflect only ClubCorp's current expectations and are not guarantees of future performance or results. Forward-looking information involves risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such statements. Specific factors that could cause actual results to differ from results contemplated by forward-looking statements include, among others, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the inability to complete the merger due to the failure to obtain stockholder approval of the merger agreement or the failure to satisfy other conditions to completion of the merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; risks regarding the failure of Parent to obtain the necessary financing to complete the merger; risks related to disruption of management's attention from ClubCorp's ongoing business operations due to the transaction; the effect of the announcement of the merger on ClubCorp's relationships with its members, operating results and business generally; the risk that certain approvals or consents will not be received in a timely manner or that the merger will not be consummated in a timely manner; the risk of exceeding the expected costs of the merger; adverse changes in U.S. and non-U.S. governmental laws and regulations; adverse developments in ClubCorp's relationships with its employees; capital market conditions, including availability of funding sources for us; changes in our credit ratings; risks related to our increased indebtedness, including our ability to meet certain financial covenants in our debt instruments; the risk of litigation, including stockholder litigation in connection with the proposed transaction, and the impact of any adverse legal judgments, fines, penalties, injunctions or settlements; and volatility in the market price of our stock.

        Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. We assume no obligation (and specifically disclaim any such obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. For additional discussion of potential risks and uncertainties that could impact our results of operations or financial position, refer to Part I, Item 1A. Risk Factors in our Form 10-K for the fiscal year ended December 27, 2016, as amended, and Part II, Item 1A. Risk Factors in our Form 10-Q for the fiscal quarter ended June 13, 2017.

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THE PARTIES TO THE MERGER

ClubCorp

ClubCorp Holdings, Inc.
3030 LBJ Freeway, Suite 600
Dallas, Texas 75234
(972) 888-7495

        ClubCorp Holdings, Inc. was incorporated in the State of Nevada on November 10, 2010. We are a membership based leisure business and a leading owner operator of private golf and country clubs and business, sports and alumni clubs in North America. As of June 13, 2017, our portfolio of 204 owned or operated clubs, with over 184,000 memberships, served over 430,000 individual members. We own, lease or operate through joint ventures 152 golf and country clubs and manage eight golf and country clubs. Likewise, we lease or operate through a joint venture 41 business, sports and alumni clubs and manage three business, sports and alumni clubs. We are the largest owner of private golf and country clubs in the United States and own the underlying real estate for 129 of our 160 golf and country clubs. Our golf and country clubs include 137 private country clubs, 16 semi-private clubs and seven public golf courses. Our business, sports and alumni clubs include 29 business clubs, seven business and sports clubs, six alumni clubs, and two sports clubs. Our facilities are located in 27 states, the District of Columbia and two foreign countries.

        Our common stock is traded on the NYSE under the ticker symbol "MYCC." Our principal executive offices are located at 3030 LBJ Freeway, Suite 600, Dallas, Texas 75234. Our telephone number is (972) 243-6191. Our website address is www.clubcorp.com.

        Additional information about ClubCorp is contained in our public filings with the SEC, which are incorporated by reference herein. See the section entitled "Where You Can Find More Information" on page 132.

Parent

Constellation Club Parent, Inc.
c/o Apollo Global Management
9 West 57th St., 43rd Floor
New York, NY 10019
(212) 515-3200

        Parent is an affiliate of the Apollo Funds managed by Apollo Management. Parent, Apollo Management and the Apollo Funds are affiliates of AGM. AGM is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong and Shanghai. AGM had assets under management of approximately $197 billion as of March 31, 2017 in private equity, credit and real estate funds invested across a core group of nine industries where AGM has considerable knowledge and resources. AGM's units are listed on the NYSE under the symbol "APO." Parent was formed on July 6, 2017, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Parent has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement.

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Merger Sub

Constellation Merger Sub Inc.
c/o Apollo Global Management
9 West 57th St., 43rd Floor
New York, NY 10019
(212) 515-3200

        Merger Sub, a Nevada corporation and a wholly owned subsidiary of Parent, was formed on July 6, 2017 solely for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will merge with and into ClubCorp, and Merger Sub will cease to exist.

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THE SPECIAL MEETING

        This proxy statement is being provided to the ClubCorp stockholders as part of a solicitation by the Board of proxies for use at the special meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement of the special meeting.

Date, Time and Place

        The special meeting is scheduled to be held at Hackberry Creek Country Club, 1901 West Royal Lane, The Ballroom, Irving, Texas 75063 on September 15, 2017 at 10:00 am, Central Time.

Purpose of the Special Meeting

        At the special meeting, ClubCorp stockholders will be asked to consider and vote on the following proposals:

•

the merger proposal, which is further described in the sections entitled "The Merger Proposal (Proposal 1)", "The Merger" and "The Merger Agreement," beginning on pages 37, 40 and 96, respectively, and a copy of the merger agreement is attached to this proxy statement as Annex A and is incorporated herein by reference;



•

the named executive officer merger-related compensation proposal, which is further described in the sections entitled "The Merger—Interests of ClubCorp's Executive Officers and Directors in the Merger" and "Advisory Vote On Named Executive Officer Merger-Related Compensation Proposal (Proposal 2)" beginning on pages 79 and 38, respectively; and



•

the adjournment proposal, which is further described in the section entitled "The Adjournment Proposal (Proposal 3)" beginning on page 39.

        Stockholders may also be asked to transact such other business as may properly be brought before the special meeting or any adjournments or postponements of the special meeting, by or at the direction of the Board.

        Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ClubCorp common stock entitled to vote thereon. As a result, if you fail to return your proxy card or otherwise fail to vote your shares at the special meeting, or if you abstain from voting on the merger proposal, it will have the same effect as a vote "AGAINST" the merger proposal. Broker "non-votes" will also have the same effect as a vote "AGAINST" the merger proposal. If the ClubCorp stockholders fail to approve the merger proposal, the merger will not occur.

        The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote to approve the merger proposal. Accordingly, a stockholder 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 on 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.

        Other than the matters described above, ClubCorp does not expect a vote to be taken on any other matters at the special meeting or any adjournment or postponement thereof. However, if any other matters are properly brought before the special meeting or any adjournment or postponement thereof for consideration, the holders of the proxies will have discretion to vote on such matters in accordance with their best judgment.

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Recommendation of the Board of Directors

        The Board has 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 its stockholders and has unanimously approved and declared advisable the merger, the merger agreement and the other transactions contemplated by the merger agreement. The Board made its determination after consideration of a number of factors more fully described in the section entitled "The Merger—Recommendation of the Board and Reasons for the Merger" beginning on page 56.

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

Record Date; Stockholders Entitled to Vote

        Only holders of record of ClubCorp common stock at the close of business on August 17, 2017, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. At the close of business on August 3, 2017, 65,546,452 shares of ClubCorp common stock were issued and outstanding, held by approximately 236 holders of record.

        Holders of ClubCorp common stock are entitled to one vote for each share of ClubCorp common stock they own at the close of business on the record date.

        We are commencing our solicitation of proxies on or about August 8, 2017, which is before the record date. We will continue to solicit proxies until the date of the special meeting. Each holder of record of ClubCorp common stock on the record date who has not yet received notice of the meeting and a copy of the proxy statement prior to August 17, 2017 will receive such notice and a copy of the proxy statement and have the opportunity to vote on the matters described in the proxy statement. Proxies delivered prior to the record date will be valid and effective so long as the stockholder providing the proxy is a holder of record of ClubCorp common stock on the record date. If you are not a holder of record of ClubCorp common stock on the record date, any proxy you deliver will be ineffective. If you deliver a proxy prior to the record date and remain a holder of record of ClubCorp common stock on the record date, you do not need to deliver another proxy after the record date. If you deliver a proxy prior to the record date and do not revoke that proxy, your proxy will be deemed to cover the number of shares of ClubCorp common stock you own on the record date even if that number is different from the number of shares of ClubCorp common stock you owned when you executed and delivered your proxy. Proxies received from persons who are not holders of record of ClubCorp common stock on the record date will not be effective.

Quorum

        Under our bylaws, the presence at the special meeting, in person or by proxy (regardless of whether the proxy has authority to vote on all matters), of the holders of a majority of the voting power of ClubCorp common stock issued and outstanding at the close of business on the record date will constitute a quorum. Abstentions will be counted as present at the special meeting for purposes of determining whether a quorum is present at the meeting, but broker "non-votes" will not be counted as present in person or by proxy at the special meeting. There must be a quorum for business to be conducted at the special meeting. Failure of a quorum to be present at the special meeting will necessitate an adjournment or postponement of the special meeting and may subject ClubCorp to additional expense.

        If you submit (and do not thereafter validly revoke) a properly executed proxy card, even if you abstain from voting, your shares of ClubCorp common stock will be counted for purposes of

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determining whether a quorum is present at the special meeting. In the event that a quorum is not present at the special meeting or additional votes must be solicited to approve the merger agreement, the meeting may be adjourned or postponed to solicit additional proxies.

Required Vote

        Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ClubCorp common stock entitled to vote thereon. As a result, if you fail to return your proxy card or otherwise fail to vote your shares at the special meeting, or if you abstain from voting on the merger proposal, it will have the same effect as a vote "AGAINST" the merger proposal. Broker "non-votes" will also have the same effect as a vote "AGAINST" the merger proposal.

        The outcome of the named executive officer merger-related compensation proposal vote will not be binding on ClubCorp, the Board, Parent or the surviving corporation. Therefore, there is no "required vote" on this proposal. 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.

        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 or the named executive officer merger-related compensation proposal and therefore will not affect the outcome of these proposals.

Abstentions and Broker Non-Votes

        An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. At the special meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. Abstaining from voting will have the same effect as a vote "AGAINST" the merger proposal.

        If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will be voted "FOR" (i) approval of the merger proposal, (ii) approval of the named executive officer merger-related compensation proposal and (iii) approval of the adjournment proposal.

        Broker non-votes are shares held in "street name" by brokers, banks and other nominees that are present or represented by proxy at the special meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because, under NYSE rules, brokers, banks and other nominees holding shares in "street name" do not have discretionary voting authority with respect to non-routine matters (which include the three proposals described in this proxy statement), if a beneficial owner of shares of ClubCorp common stock held in "street name" does not give voting instructions to the broker, bank or other nominee, then those shares will not be counted as present in person or by proxy at the special meeting. As a result, it is expected that there will not be any broker non-votes in connection with any of the three proposals described in this proxy statement. However, approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ClubCorp common stock entitled to vote thereon. As a result, if you fail to issue voting instructions to your broker, bank or other nominee, it will have the same effect as a vote "AGAINST" the merger proposal.

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Failure to Vote

        If you are a stockholder of record and you do not sign and return your proxy card or vote over the Internet, by telephone or in person at the special meeting, your shares will not be voted at the special meeting, will not be counted as present in person or by proxy at the special meeting and will not be counted as present for purposes of determining whether a quorum exists.

        As discussed above, under NYSE rules, brokers and other record holders do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. Accordingly, if you are the beneficial owner of shares held in "street name" and you do not issue voting instructions to your broker, bank or other nominee, your shares will not be voted at the special meeting and will not be counted as present in person or by proxy at the special meeting or counted as present for purposes of determining whether a quorum exists.

        A failure to vote will have no effect on the outcome of the named executive officer merger-related compensation proposal or the adjournment proposal. However, approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ClubCorp common stock entitled to vote thereon. As a result, if you fail to issue voting instructions to your broker, bank or other nominee, it will have the same effect as a vote "AGAINST" the merger proposal.

Voting by ClubCorp's Directors and Executive Officers

        At the close of business on August 3, 2017, directors and executive officers of ClubCorp and their affiliates were entitled to vote 1,951,147 shares of ClubCorp common stock, or approximately 3.0% of the shares of ClubCorp common stock issued and outstanding on that date. ClubCorp's directors and executive officers have informed us that they intend to vote their respective shares in favor of the merger proposal and the other proposals to be considered at the special meeting, although none of ClubCorp's directors and executive officers is obligated to do so.

Voting at the Special Meeting

        If your shares are registered directly in your name with our transfer agent, you are considered a "stockholder of record." Stockholders of record can vote their shares of ClubCorp common stock in the following ways: (i) by completing, signing and returning by mail the enclosed proxy card authorizing the persons named as proxies on the proxy card to vote your shares at the special meeting, (ii) by submitting a proxy by telephone, (iii) by submitting a proxy over the Internet or (iv) attending the special meeting and voting your shares in person. Even if you plan to be present at the special meeting, ClubCorp encourages you to complete and mail the enclosed card to vote your shares by proxy or vote by telephone or the Internet to ensure that your shares are represented and voted at the meeting. Telephone and Internet voting facilities for stockholders will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on September 14, 2017. Proxy cards mailed by holders of record must be received no later than September 14, 2017 in order to be counted in the vote.

•

By Mail:  If you are a stockholder of record and elect to receive a paper copy of your proxy materials, you can vote by marking, dating and signing the proxy card and returning it by mail in the enclosed postage-paid envelope.



•

By Internet or Telephone:  You can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card or on the secured website. You can vote using a touchtone telephone by calling 1-800-690-6903. Please have your proxy card available for reference because you will need the validation details that are located on your proxy card in order to submit your vote via proxy over the Internet or by telephone. If you submit your vote via proxy over the Internet or by telephone, you do not have to mail in a proxy card.

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•

At the Special Meeting:  If you are a stockholder of record planning to attend the special meeting and wish to vote your shares in person, we will give you a ballot at the meeting.

        If your shares are held by your broker, bank or other nominee, you are considered the beneficial owner of shares held in "street name" and you will receive a form from your broker, bank or other nominee seeking instruction from you as to how your shares should be voted. You should instruct your broker, bank or other nominee how to vote your shares on each proposal in accordance with your voting instruction form. If you beneficially own your shares and receive a voting instruction form, you can vote by following the instructions on your voting instruction form. Please refer to information from your bank, broker or other nominee on how to submit voting instructions. Stockholders who own their shares in "street name" are not able to vote at the special meeting unless they have a proxy, executed in their favor, from their broker, bank or other nominee of the stockholder of record of their shares giving them the right to vote the shares at the special meeting.

        Stockholders of record as of the record date for the special meeting and their duly appointed proxy holders may attend the special meeting. If you are a stockholder of record, you should bring the admission ticket which is part of the proxy card and a valid form of photo identification (such as a driver's license or passport). If you are a beneficial owner, you must bring an account statement or letter from your bank, broker or nominee showing that you own ClubCorp common stock as of the record date along with a valid form of photo identification (such as a driver's license or passport).

Revocation of Proxies

        You can change or revoke your proxy at any time before the final vote at the special meeting. If you are the stockholder of record, you may revoke your proxy by:

•

submitting another proxy over the Internet or by telephone prior to 11:59, Eastern Time, on September 14, 2017;



•

timely delivering a written notice that you are revoking your proxy to our Secretary;



•

timely delivering a valid, later-dated proxy; or



•

attending the special meeting and notifying the election officials that you wish to revoke your proxy to vote in person. Simply attending the special meeting will not, by itself, revoke your proxy.

        If you are the beneficial owner of shares held in "street name," you will have to follow the instructions provided by your broker, bank or other nominee to change or revoke your voting instructions.

        If you submit a proxy or provide instructions to vote your shares and do not thereafter validly revoke such proxy or change such instructions in accordance with one of the methods set forth above, your shares will be represented and voted at the special meeting.

Solicitation of Proxies

        The Board is soliciting your proxy, and ClubCorp will bear the cost of soliciting proxies. MacKenzie Partners, Inc. has been retained to assist with the solicitation of proxies. MacKenzie Partners, Inc. will be paid approximately $25,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the special meeting. On or about August 8, 2017, we will begin soliciting proxies from holders of record as of August 3, 2017 and will continue to solicit proxies until the date of the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of shares of ClubCorp common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in

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person or by telephone, facsimile, electronic mail, or other electronic medium by MacKenzie Partners, Inc. or, without additional compensation by certain of ClubCorp's directors, officers and employees.

Adjournment

        In addition to the merger proposal and the named executive officer merger-related compensation proposal, ClubCorp stockholders are also being asked to approve the adjournment proposal, which will give ClubCorp authority 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, a majority of the voting power represented or the person presiding at the special meeting may adjourn the special meeting to another place, date or time until a quorum is represented. Failure of a quorum to be present at the special meeting will necessitate an adjournment or postponement of the special meeting and may subject ClubCorp to additional expense. 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. In addition, the special meeting could be postponed 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 you 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.

        The Board unanimously recommends a vote "FOR" the adjournment proposal, if necessary or appropriate, to solicit additional proxies.

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.

Financial Projections

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Non-GAAP Financial Measures

        Adjusted EBITDA and levered free cash flow are non-GAAP financial measures and should not be considered in isolation, more meaningful than or as a substitute for a measure of performance or liquidity prepared in accordance with GAAP and are not indicative of net income or loss or operating cash flows as determined under GAAP. Non-GAAP financial measures have limitations that should be considered before being used as measures to evaluate ClubCorp's financial performance or liquidity. Adjusted EBITDA and levered free cash flow, as presented, may not be comparable to similarly titled measures reported by other companies due to varying methods of calculation. ClubCorp uses Adjusted EBITDA to (1) internally measure our operating performance, (2) evaluate segment performance and allocate resources and support certain valuation analyses and (3) assess our ability to service our debt, incur additional debt, make acquisitions, pay dividends and make capital expenditures. We believe that Adjusted EBITDA is useful to investors and lenders as a performance measure because it adjusts our operating results to be reflective of our core, ongoing, operating performance. As such, Adjusted EBITDA provides relevant information about trends for the periods presented and adjusts for the impact of certain items on a consistent basis from period to period. Levered free cash flow provides another measure by which to evaluate ClubCorp's core operating performance and trends, but is not used by ClubCorp for financial and operational decision making or as a means to evaluate period-to-period comparisons. The non-GAAP financial measures included in the Projections are defined below. In addition, a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable GAAP measure, is included below. We have not reconciled levered free cash flow to operating cash flows, which is the most directly comparable GAAP measure, because this cannot be done without unreasonable effort due to the high variability associated with working capital fluctuations, and the complexity and low visibility with respect to other transactions that impact operating cash flows. We expect the variability of these charges to have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.

        For purposes of determining Adjusted EBITDA, (i) "EBITDA" is defined as net income before interest expense, income taxes, interest and investment income, and depreciation and amortization, and (ii) "Adjusted EBITDA" is defined as EBITDA plus or minus impairments, gain or loss on disposition and acquisition of assets, income or loss from divested clubs, loss on extinguishment of debt, non-cash and other adjustments, equity-based compensation expense and an acquisition adjustment.

        Levered cash flow is defined as Adjusted EBITDA plus or minus interest, income taxes, maintenance capital expenditures, expansion capital, capital lease payments and certain other payments.

        ClubCorp's use of non-GAAP financial measures, including Adjusted EBITDA and levered free cash flow, has limitations as an analytical tool, and you should not consider any non-GAAP financial measure in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: (1) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and our non-GAAP financial measures do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (2) our non-GAAP financial measures do not reflect gains or losses on divestitures; (3) our non-GAAP financial measures do not reflect changes in, or cash requirements for, ClubCorp's working capital needs; (4) our non-GAAP financial measures do not consider the potentially dilutive impact of share-based compensation; (5) our non-GAAP financial measures do not reflect tax payments that may represent a reduction in cash available to us; and (6) our levered free cash flow measure excludes adjustments related to net membership cash flow, other working capital adjustments, expansion capital, dividends, voluntary prepayments on our term loan, and other

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adjustments including finance transformation costs, acquisition closing costs, and other non-recurring expenses.

        Given these limitations, you should consider our non-GAAP financial measures alongside other financial performance measures, including various cash flow metrics, net income and our other GAAP results.

Reconciliation of Non-GAAP Financial Measures

        The Projections include a forecast of ClubCorp's total revenue, Adjusted EBITDA and levered free cash flow. The following tables present the reconciliation of Adjusted EBITDA and levered free cash flow.

Reconciliation of Adjusted EBITDA to Net Income

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Reconciliation of Levered Free Cash Flow to Adjusted EBITDA