ClubCorp Club Operations, Inc.
(Exact name of registrant as specified in its charter)

3030 LBJ Freeway, Suite 600
Dallas, Texas 75234
(972) 243-6191
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Curtis D. McClellan
Chief Financial Officer
ClubCorp Club Operations, Inc.
3030 LBJ Freeway, Suite 600
Dallas, Texas 75234
(972) 243-6191
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Exact name of registrant as specified in its charter	State or other jurisdiction of incorporation or organization

191 Athletic Club Management Company, LLC	Delaware	26-4052367	7997
191 CC Operating Co., LLC	Delaware	27-2164436	7997
Akron Management Corp.	Ohio	75-1744518	7997
Aliso Viejo Golf Club Joint Venture	California	33-0760752	7997
Anthem Golf, LLC	Arizona	38-3739361	7997
April Sound Management Corp.	Texas	75-1656690	7997
Aspen Glen Golf Club Management Company	Colorado	75-2710967	7997
Athletic Club at the Equitable Center, Inc.	New York	75-2104208	7997
AZ Club, LLC	Delaware	26-1385452	7997
Barton Creek Resort & Clubs, Inc.	Texas	75-2406688	7997
Bay Oaks Country Club, Inc.	Texas	75-2356613	7997
Bluegrass Club, LLC	Tennessee	32-0167856	7997
Brookhaven Country Club, Inc.	Texas	75-0976558	7997
Canyon Gate at Las Vegas, Inc.	Nevada	75-2435654	7997
Capital City Club of Montgomery, Inc.	Alabama	75-1547992	7997
Capital City Club of Raleigh, Inc.	North Carolina	75-1551311	7997
CCA Golf Course Holdco, LLC	Delaware	20-5997878	7997
CCA Mezzanine Holdco, LLC	Delaware	20-5997962	7997
Centre Club, Inc.	Florida	75-1843838	7997
Citrus Club, Inc.	Florida	75-1322645	7997
City Club of Washington, Inc.	District of Columbia	75-2061765	7997
Club at Boston College, Inc.	Massachusetts	75-2710023	7997
Club Le Conte, Inc.	Tennessee	75-1597579	7997
ClubCorp—Asia	Nevada	75-2376497	7997
ClubCorp Airways Golf, Inc.	Delaware	75-2149806	7997
ClubCorp Aliso Viejo Holding Corp.	Delaware	75-2671651	7997
ClubCorp Asia Investments Inc.	Nevada	75-2538528	7997
ClubCorp Aven Holdings, Inc.	Delaware	75-2933420	7997
ClubCorp Braemar Country Club, Inc.	Delaware	95-2040525	7997
ClubCorp Bunker Hill Club, Inc.	Delaware	75-2200418	7997
ClubCorp Buying Services, Inc.	Delaware	75-2932004	7997
ClubCorp Canyon Crest Country Club, Inc.	Delaware	95-2494912	7997
ClubCorp Center Club, Inc.	Delaware	75-1836936	7997
ClubCorp Coto Property Holdings, Inc.	Delaware	75-2572520	7997
ClubCorp Crow Canyon Management Corp.	Delaware	75-1730343	7997
ClubCorp Desert Falls Country Club, Inc.	Delaware	75-2501440	7997
ClubCorp Financial Management Company	Nevada	75-2408217	7997
ClubCorp GCL Corporation	Delaware	75-2693309	7997
ClubCorp Gen Par of Texas, L.L.C.	Delaware	75-2810007	7997
ClubCorp Golf of California, L.L.C.	Delaware	74-2910563	7997
ClubCorp Golf of Florida, L.L.C.	Delaware	74-2910562	7997
ClubCorp Golf of Georgia, L.P.	Georgia	75-2807677	7997
ClubCorp Golf of North Carolina, L.L.C.	Delaware	74-2910564	7997
ClubCorp Golf of Texas, L.P.	Texas	75-2807428	7997
ClubCorp Granite Bay Management, Inc.	Delaware	68-0268581	7997
ClubCorp Graphics, Inc.	Florida	75-2570324	7997

Exact name of registrant as specified in its charter	State or other jurisdiction of incorporation or organization

ClubCorp Hamlet, LLC	Delaware	27-5160613	7997
ClubCorp International, Inc.	Nevada	75-2182069	7997
ClubCorp IW Golf Club, Inc.	Delaware	75-2536737	7997
ClubCorp Management Company for Stone Creek, LLC	Delaware	26-1387499	7997
ClubCorp Mexico, Inc.	Nevada	75-2658417	7997
ClubCorp Mezzanine Borrower, LLC	Delaware	20-5997636	7997
ClubCorp Mission Hills Country Club, Inc.	Delaware	75-2502965	7997
ClubCorp Mortgage Borrower, LLC	Delaware	20-5997707	7997
ClubCorp Porter Valley Country Club, Inc.	Delaware	95-2487346	7997
ClubCorp Publications, Inc.	Nevada	75-1825377	7997
ClubCorp San Jose Club, Inc.	Delaware	75-2670415	7997
ClubCorp Shadow Ridge Golf Club, Inc.	Delaware	75-1686724	7997
ClubCorp Spring Valley Lake Country Club, Inc.	Delaware	75-1473014	7997
ClubCorp Symphony Towers Club, Inc.	Delaware	75-2061871	7997
ClubCorp Teal Bend Golf Club, Inc.	Delaware	75-2649978	7997
ClubCorp TTC, LLC	Delaware	27-2491368	7997
ClubCorp Turkey Creek Golf Club, Inc.	Delaware	75-2789352	7997
ClubCorp USA, Inc.	Delaware	75-2114856	7997
ClubCorp Willow Creek, LLC	Delaware	27-5160270	7997
ClubCorp Wind Watch, LLC	Delaware	27-5160463	7997
Columbia Capital City Club Corp.	South Carolina	75-2427265	7997
Columbia Tower Club, Inc.	Washington	75-2014780	7997
Countryside Country Club, Inc.	Florida	75-1560231	7997
Currituck Golf, LLC	Delaware	27-3094230	7997
Dallas Tower Club, Inc.	Texas	75-2044758	7997
Dayton Racquet Club, Inc.	Ohio	75-1315276	7997
DeBary Management Corp.	Florida	75-2756690	7997
Diamante' Golf Club Management, Inc.	Arkansas	75-2541981	7997
Diamante' Golf Club Partners, Inc.	Arkansas	75-2541980	7997
Diamond Run Club, Inc.	Pennsylvania	75-2793869	7997
Empire Ranch, LLC	Delaware	75-2955822	7997
Fair Oaks Club Corp.	Texas	75-2135345	7997
Farms of New Kent Management, LLC	Delaware	26-2238822	7997
FFFC Golf Acquisitions, L.L.C.	Delaware	75-2114856	7997
First City Club Management, Inc.	Georgia	75-1970473	7997
Fort Bend Acquisition Corp.	Texas	75-2471088	7997
GCC Asset Management, Inc.	Texas	75-2382807	7997
Glendale Management Corp.	Wisconsin	75-1973978	7997
Glendale Racquet Club, Inc.	Wisconsin	39-1147563	7997
GP Bear's Best Atlanta, Inc.	Georgia	75-2824663	7997
GP Bear's Best Las Vegas, Inc.	Nevada	75-2862989	7997
GRanch Golf Club, Inc.	Arizona	75-2594364	7997
Greenbrier Country Club, Inc.	Virginia	75-2166235	7997
Greenspoint Club, Inc.	Texas	75-1788013	7997
Hackberry Creek Country Club, Inc.	Texas	75-1836955	7997
Haile Plantation Management Corp.	Florida	75-2587862	7997
Harbour Club of Charleston, Inc.	South Carolina	75-2481681	7997
Hearthstone Country Club, Inc.	Texas	75-1560896	7997

Exact name of registrant as specified in its charter	State or other jurisdiction of incorporation or organization

Hill Country Golf, Inc.	Texas	75-1467720	7997
Hills II of Lakeway, Inc.	Texas	75-2839814	7997
Houston City Club, Inc.	Texas	75-1613884	7997
HPG, L.C.	Florida	59-3159082	7997
Hunter's Green Acquisition Corp.	Florida	75-2623675	7997
Indigo Run Asset Corp.	South Carolina	75-2626876	7997
Irving Club Acquisition Corp.	Texas	75-2433335	7997
Kingwood Country Club, Inc.	Texas	75-1384721	7997
Knollwood Country Club, Inc.	Indiana	75-1860187	7997
La Cima Club, Inc.	Texas	75-1945200	7997
Lakeway Clubs, Inc.	Texas	74-2751365	7997
Laurel Springs Holdco, LLC	Delaware	27-5160857	7997
LionsGate Golf Club, Inc.	Kansas	75-2810637	7997
MAC Club, LLC	Delaware	30-0390557	7997
Management Company for Eagle Ridge and The Preserve	Florida	75-2420359	7997
Manager for CCHH, Inc.	South Carolina	75-2558851	7997
Master Club, Inc.	Nevada	75-2803822	7997
Memorial Stadium Club Management Corp.	Texas	75-2772291	7997
Memphis City Club, Inc.	Tennessee	75-2187471	7997
MH Villas, Inc.	California	75-2656914	7997
Monarch EP Management Corp.	Florida	75-2569192	7997
Nashville Club Management, Inc.	Tennessee	75-1973979	7997
New England Country Club Management, Inc.	Massachusetts	75-2481683	7997
Northwood Management Corp.	Georgia	75-1617671	7997
Oak Pointe Country Club, Inc.	Michigan	75-2413363	7997
Oakmont Management Corp.	Texas	75-2457729	7997
Operations Company for Homestead, Inc.	Virginia	75-2515916	7997
Owners Club Asset Company	Delaware	75-2756700	7997
Piedmont Club, Inc.	North Carolina	75-2070602	7997
Piedmont Golfers' Club LLC	South Carolina	75-2114856	7997
Pyramid Club Management, Inc.	Pennsylvania	75-2376505	7997
Quail Hollow Management, Inc.	Ohio	75-1904889	7997
Queens Harbour Corporation	Florida	75-2509681	7997
Renaissance Club, Inc.	Michigan	75-1531680	7997
Richardson Country Club Corp.	Texas	75-1335506	7997
River Creek Country Club, Inc.	Virginia	75-2627677	7997
Rivers Club, Inc.	Pennsylvania	75-1781096	7997
Shady Valley Management Corp.	Texas	75-2406228	7997
Shoreby Club Management, Inc.	Ohio	75-2266610	7997
Silver Lake Management Corp.	Ohio	75-2283521	7997
Skyline Club, Inc.	Indiana	75-1728926	7997
Society Management, Inc.	Nevada	75-2644439	7997
Southern Trace Country Club of Shreveport, Inc.	Louisiana	75-2381261	7997
Stonebriar Management Corp.	Texas	75-2526115	7997
Stonehenge Club, Inc.	Virginia	75-2587252	7997
Tampa Palms Club, Inc.	Florida	75-2457726	7997
The 191 Club, Inc.	Georgia	75-2351711	7997
The Buckhead Club, Inc.	Georgia	75-2108173	7997

Exact name of registrant as specified in its charter	State or other jurisdiction of incorporation or organization

The Club at Cimarron, Inc.	Texas	75-2345619	7997
The Club at Society Center, Inc.	Ohio	75-2303794	7997
The Commerce Club, Inc.	South Carolina	75-1870073	7997
The Downtown Club, Inc.	Texas	75-1476400	7997
The Manager of the Owner's Club, Inc.	South Carolina	75-2584733	7997
The Metropolitan Club of Chicago, Inc.	Illinois	75-1402371	7997
The Owner's Club, Inc.	Delaware	75-2608736	7997
The Owners Club at Hilton Head, L.P.	South Carolina	75-2584943	7997
The Owner's Club of South Carolina, L.L.C.	Delaware	75-2584737	7997
The Plaza Club of San Antonio, Inc.	Texas	75-1395007	7997
The Summit Club, Inc.	Alabama	75-2277008	7997
The University Club, Inc.	Mississippi	75-1428326	7997
Timarron Golf Club, Inc.	Texas	75-2650747	7997
Tower City Club of Virginia, Inc.	Virginia	75-2495420	7997
Tower Club of Dallas, Inc.	Texas	75-1749422	7997
Tower Club, Inc.	Florida	75-1401441	7997
Town Point Club, Inc.	Virginia	75-1844323	7997
Treesdale Country Club, Inc.	Pennsylvania	75-2491095	7997
UMass Club Management, LLC	Delaware	61-1497383	7997
UNC Alumni Club Management, Inc.	North Carolina	75-2420355	7997
University Club Management Co., Inc.	Florida	75-2659214	7997
University Club, Inc.	Florida	75-1252248	7997
Walnut Creek Management Corporation	Texas	75-1486903	7997
West Park Club, Inc.	Texas	75-2281293	7997
Westlake City Club, Inc.	Texas	75-1800134	7997
Wildflower Country Club, Inc.	Texas	75-2033118	7997
Willow Creek Management, Inc.	Texas	75-2511017	7997
Woodside Plantation Country Club, Inc.	South Carolina	75-2338803	7997

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

We are offering to exchange up to $415,000,000 aggregate principal amount at maturity of our new 10% Senior Notes due 2018 (the "exchange notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of our outstanding 10% Senior Notes due 2018 (the "outstanding notes"). We are offering to exchange the exchange notes for the outstanding notes to satisfy our obligations contained in the registration rights agreement that we entered into when the outstanding notes were sold pursuant to Rule 144A and Regulation S under the Securities Act.

All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act or except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act.

See "Risk Factors" beginning on page 16 for a discussion of certain risks that you should consider before participating in the exchange offer.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus. We have agreed that, for a period of 90 days after the date of this prospectus (subject to extension as provided in the registration rights agreement), we will make this prospectus available to any broker-dealer for use in connection with such resale. See "Plan of Distribution."

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this prospectus or in any additional written communication prepared by or authorized by us. We have not authorized anyone to provide you with any information or to represent anything about us, our financial results or the exchange offer that is not contained in this prospectus or in any additional written communication prepared by or on behalf of us. If given or made, any such other information or representation should not be relied upon as having been authorized by us. We are not making an offer to exchange the outstanding notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus or in any additional written communication prepared by or on behalf of us is accurate only as of the date on its cover page.

This summary highlights selected information contained in this prospectus and is not complete and does not contain all of the information that you should consider before tendering your notes in the exchange offer. To understand all of the terms of the exchange offer and for a more complete understanding of our business, you should read this summary together with the entire prospectus. Unless the context otherwise requires, the terms "ClubCorp," "we," "us," "our" in this prospectus refer to ClubCorp Club Operations, Inc. and its subsidiaries (ClubCorp, Inc. and subsidiaries prior to November 30, 2010).

Our fiscal year consists of a 52/53 week period ending on the last Tuesday of December. Each of our first, second and third fiscal quarters consists of 12 weeks and our fourth fiscal quarter consists of 16 weeks, with an extra week added onto the fourth quarter every five to six years. Unless the context indicates otherwise, whenever we refer in this prospectus to a particular year, with respect to ourselves, we mean the fiscal year ending in that particular calendar year.

Our portfolio of golf properties includes a broad offering of clubs designed to appeal to a diverse membership base but with a specific focus on the mass affluent market segment. These clubs include marquee world renowned golf clubs and established regional and local private golf and country clubs that we believe are conveniently located to our members. We also own and manage well known business, sports and alumni clubs. Our alumni clubs are associated with universities with significant alumni networks and are designed to provide a connection between the university and its alumni and faculty. Our business clubs are generally located in office towers or business complexes and cater to business executives, professionals and entrepreneurs with a need to meet, network and socialize in a private, upscale location. Our sports clubs include a variety of fitness and racquet facilities. In addition, we offer a network of products, services and amenities through membership upgrades that provide access to our extensive network of clubs and leverage our alliances with other clubs, facilities and properties.

Founded in 1957 with one country club in Dallas, Texas, we were one of the first companies to enter into the professional ownership and operation of golf and country club businesses. In 1966, we established our first business club on the belief that we could profitably expand our operations by applying our golf club management skills and member-oriented philosophy to a related line of business. In 1999, we began selling various upgrade programs that offer participating members access to virtually all of our clubs and other clubs, facilities and properties through usage arrangements, providing our members more choices for a wide variety of products, services and amenities. We remained family owned until December 2006, when we were acquired by affiliates of KSL Capital Partners, LLC ("KSL" or "Sponsor"), a private equity firm specializing in travel and leisure businesses.

We became a leader in the private club industry by following our quality of service and member-oriented philosophies and by taking advantage of a variety of organic growth opportunities, including the implementation of network offerings of products, services and amenities, and external growth opportunities, such as through the acquisition and rehabilitation of underperforming clubs. We intend to maintain our leadership position by continuing to capitalize on the following competitive strengths:

Fundamental to ClubCorp's business is the belief that private clubs represent a significant business opportunity for a company that can combine professional development and management skills with the dedication to personal service necessary to attract and retain members. Our principal objective is to maximize our revenues and profitability by providing a superior delivery of high quality club and golf experiences to our members and guests. To achieve this objective, we intend to continue to:

We believe the golf industry provides a favorable backdrop for our business. Specifically, we believe demand for private golf and country clubs is generally more resilient to economic cycles than public golf facilities and other hospitality assets. In addition to positive long-term recreational, travel and tourism spending trends, we believe several characteristics support our belief, including: (1) attractive supply/demand dynamics, (2) member demographic profiles and (3) stable recent and long-term performance.

ClubCorp is a holding company that was formed on November 30, 2010, as part of a reorganization of ClubCorp, Inc. ("CCI") for the purpose of operating and managing golf, country, business, sports and alumni clubs.

Prior to November 30, 2010, CCI was a holding company that through its subsidiaries owned and operated golf, country, business, sports and alumni clubs, two full-service resorts and certain other equity and realty interests. The two full service resorts and certain other equity, realty and future royalty interests are referred to as the "Non-Core Entities". On November 30, 2010, the following transactions occurred (the "ClubCorp Formation") which were structured to complete the contribution of the golf, country, business, sports and alumni clubs into ClubCorp. A summary of the transactions relevant to ClubCorp are described below:

The following chart illustrates ClubCorp's parent companies, subsidiaries and debt capitalization as of December 28, 2010:

As of December 28, 2010, ClubCorp and its subsidiary guarantors accounted for approximately 91.8% of our total assets, excluding intercompany items. For the fiscal year ended December 28, 2010, ClubCorp and its subsidiary guarantors accounted for 93.4% of our revenues.

As of December 28, 2010, affiliates of KSL owned indirectly 97.3% of the equity interests of Fillmore, our indirect parent company, with the remaining 2.7% owned by members of management of ClubCorp USA, Inc. KSL, with $2.9 billion under management, is a leading U.S. private equity firm dedicated to investments in travel and leisure businesses. KSL was founded in 2005 and has offices in Denver and New York.

We were incorporated as a Delaware corporation in 2010. Our principal executive offices are located at 3030 LBJ Freeway, Suite 600, Dallas, TX 75234. Our telephone number is (972) 243-6191. We maintain various websites, including our corporate website at www.clubcorp.com. Our websites, and the information contained on them, are not part of this prospectus.

The market share and other information contained in this prospectus is based on our own estimates, independent industry publications, reports by market research firms, including confidential third-party commissioned studies, or other published and unpublished independent sources. In each case, we believe that they are reasonable estimates, although we have not independently verified market and industry data provided by third parties. Market share information is subject to changes, however, and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data-gathering process and other limitations and uncertainties inherent in any statistical survey of market share. In addition, customer preferences can and do change and the definition of the relevant market is a matter of judgment and analysis. As a result, you should be aware that market share and other similar information set forth in this prospectus and estimates and beliefs based on such data may not be reliable.

In this prospectus, the term "outstanding notes" refers to the 10% Senior Notes due 2018 issued in a private placement on November 30, 2010. The term "exchange notes" refers to the 10% Senior Notes due 2018, as registered under the Securities Act of 1933, as amended (the "Securities Act"), offered by this prospectus. The term "notes" refers collectively to the outstanding notes and the exchange notes. The summary below describes the principal terms of the exchange offer. See also the section of this prospectus titled "The Exchange Offer," which contains a more detailed description of the terms and conditions of the exchange offer.


General		In connection with the private placement, we entered into a registration rights agreement with the purchasers in which we agreed, among other things, to deliver this prospectus to you and to obtain the effectiveness of the registration statement on Form S-4 of which this prospectus is a part within 360 days after the date of original issuance of the outstanding notes. You are entitled to exchange in the exchange offer your outstanding notes for exchange notes, which are substantially identical in all material respects to the outstanding notes except:
		• the exchange notes have been registered under the Securities Act;
		• the terms with respect to transfer restrictions no longer apply, provided that the resale conditions described below are satisfied;
		• the exchange notes are not entitled to any registration rights that are applicable to the outstanding notes under the registration rights agreement; and
		• the provisions of the registration rights agreement that provide for payment of additional amounts upon a registration default are no longer applicable.
The Exchange Offer		We are offering to exchange up to $415,000,000 aggregate principal amount at maturity of 10% Senior Secured Notes due 2018 and the related guarantees, which have been registered under the Securities Act, for any and all of our outstanding 10% Senior Notes due 2018 and the related guarantees.
		Outstanding notes may be exchanged only in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
		Subject to the satisfaction or waiver of specified conditions, we will exchange the exchange notes for all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer. We will cause the exchange to be effected promptly after the expiration of the exchange offer.


Resale		Based on an interpretation by the staff of the Securities and Exchange Commission (the "SEC") set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are our "affiliate" within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
		• you are acquiring the exchange notes in the ordinary course of your business; and
		• you have not engaged in, do not intend to engage in and have no arrangement or understanding with any person to participate in a distribution of the exchange notes.
		If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See "Plan of Distribution."
		Any holder of outstanding notes who:
		• is our affiliate;
		• does not acquire exchange notes in the ordinary course of its business; or
		• tenders its outstanding notes in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes
		cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling (available July 2, 1993), or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.
Expiration Date		The exchange offer will expire at 5:00 p.m., New York City time, on , 2011, unless extended by us. We do not currently intend to extend the expiration of the exchange offer.
Withdrawal		You may withdraw the tender of your outstanding notes at any time prior to the expiration of the exchange offer. We will return to you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offer.


Interest on the Exchange Notes and the Outstanding Notes		Each exchange note bears interest at the rate of 10% per annum from the original issuance date of the outstanding notes or from the most recent date on which interest has been paid on the notes. The interest on the notes is payable on June 1 and December 1 of each year, beginning on June 1, 2011. No interest will be paid on outstanding notes following their acceptance for exchange.
Conditions to the Exchange Offer		The exchange offer is subject to customary conditions, which we may waive. See "The Exchange Offer—Conditions to the Exchange Offer."
Procedures for Tendering Outstanding Notes		If you wish to participate in the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of such letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of such letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.
		If you hold outstanding notes through The Depository Trust Company ("DTC") and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC by which you will agree to be bound by the letter of transmittal.
		By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:
		• you are not our "affiliate" within the meaning of Rule 405 under the Securities Act;
		• you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes in violation of the provisions of the Securities Act;
		• you are not engaged in, and do not intend to engage in, a distribution of the exchange notes in violation of the provisions of the Securities Act;
		• you are acquiring the exchange notes in the ordinary course of your business; and
		• if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.


Special Procedures for Beneficial Owners		If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender those outstanding notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.
Guaranteed Delivery Procedures		If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents, or you cannot comply with the procedures under DTC's Automated Tender Offer Program for transfer of book-entry interests, prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under "The Exchange Offer—Guaranteed Delivery Procedures."
Effect on Holders of Outstanding Notes		As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of the exchange offer, we will have fulfilled a covenant under the registration rights agreement. Accordingly, there will be no payments of additional amounts on the outstanding notes under the circumstances described in the registration rights agreement. If you do not tender your outstanding notes in the exchange offer, you will continue to be entitled to all the rights and limitations applicable to the outstanding notes as set forth in the indenture, except we will not have any further obligation to you to provide for the exchange and registration of the outstanding notes under the registration rights agreement. To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes could be adversely affected.


Consequences of Failure to Exchange		All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act or except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not intend to register the outstanding notes under the Securities Act, except as otherwise required by the registration rights agreement.
United States Federal Income Tax Consequences of the Exchange Offer		The exchange of outstanding notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. See "Material U.S. Federal Income Tax Consequences—Exchange Offer."
Use of Proceeds		We will not receive any cash proceeds from the issuance of exchange notes in the exchange offer. See "Use of Proceeds."
Exchange Agent		Wilmington Trust FSB is the exchange agent for the exchange offer. The addresses and telephone numbers of the exchange agent are set forth in the section captioned "The Exchange Offer—Exchange Agent."

The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The "Description of Notes" section of this prospectus contains more detailed descriptions of the terms and conditions of the outstanding notes and the exchange notes. The exchange notes will have terms substantially identical to the outstanding notes, except that the exchange notes will be registered under the Securities Act and will not contain terms with respect to transfer restrictions, registration rights and additional payments upon a failure to fulfill certain of our obligations under the registration rights agreement.


Issuer		ClubCorp Club Operations, Inc.
Securities Offered		$415,000,000 million aggregate principal amount of 10% Senior Notes due 2018 and the related guarantees.
Maturity Date		December 1, 2018.
Interest Rate		10% per annum.
Interest Payment Dates		Payable semiannually in cash in arrears on June 1 and December 1 of each year, beginning June 1, 2011. Interest accrues from the original issuance date of the outstanding notes or from the most recent date on which interest has been paid on the notes.
Guarantees		Each wholly owned subsidiary of ClubCorp Club Operations, Inc. that guarantees our obligations under our secured credit facilities will also fully and unconditionally guarantee the notes on a senior unsecured basis. The guarantees by the guarantors of the notes will be pari passu to all existing and future senior indebtedness of the guarantors.
Ranking		The exchange notes will be our senior unsecured obligations. They will rank equal in right of payment with our existing and future senior indebtedness and senior in right of payment to any of our existing and future subordinated indebtedness. The notes will be effectively subordinated to all of our secured debt to the extent of the value of the assets securing such debt and structurally subordinated to all of the existing and future liabilities of our subsidiaries that do not guarantee the notes. As of December 28, 2010, ClubCorp Club Operations, Inc., and its guarantor subsidiaries had approximately $745.1 million of indebtedness and our non-guarantor subsidiaries had $38.2 million of indebtedness, of which $32.0 million was non-recourse to us.


Optional Redemption		At any time prior to December 1, 2014, we may redeem the notes, in whole or in part, at a price equal to 100% of the principal amount, plus an applicable "make-whole" premium and accrued and unpaid interest, if any, to the redemption date, as described under the caption "Description of the Notes—Optional Redemption." On and after December 1, 2014, we may redeem the notes, in whole or in part, at the redemption prices specified under the caption "Description of the Notes—Optional Redemption," plus accrued and unpaid interest, if any, to the date of redemption.
		In addition, at any time prior to December 1, 2013, we may redeem up to 35% of the aggregate principal amount of the notes together with any additional notes issued under the indenture with the net cash proceeds of certain equity offerings as described under the caption "Description of the Notes—Optional Redemption."
Change of Control		If a change of control occurs, we must give holders of the notes the opportunity to sell us their notes at 101% of their face amount, plus accrued and unpaid interest. For more details, you should read "Description of Notes—Repurchase at the Option of Holders—Change of Control."
Restrictive Covenants		The indenture governing the notes contains covenants that limit our ability and the ability of certain of our subsidiaries to:
		• incur, assume or guarantee additional indebtedness;
		• pay dividends or distributions on capital stock or redeem or repurchase capital stock;
		• make investments;
		• enter into agreements that restrict the payment of dividends or other amounts by subsidiaries to us;
		• sell stock of our subsidiaries;
		• transfer or sell assets;
		• create liens;
		• enter into transactions with affiliates; and
		• enter into mergers or consolidations.
Original Issue Discount		The exchange notes will be issued with original issue discount ("OID") for U.S. federal income tax purposes. U.S. Holders, whether on the cash or accrual method of tax accounting, will be required to include any amounts representing OID in gross income (as ordinary income) on a constant yield to maturity basis for U.S. federal income tax purposes in advance of the receipt of cash payments to which such income is attributable. For further discussion, see "Material U.S. Federal Income and Estate Tax Considerations."

You should carefully consider all the information in the prospectus prior to exchanging your outstanding notes. In particular, we urge you to carefully consider the factors set forth under the heading "Risk Factors."

The following table sets forth our summary financial information and other data for the periods presented. The statements of operations data set forth below for the fiscal years ended December 30, 2008, December 29, 2009 and December 28, 2010, and the balance sheet data as of December 29, 2009 and December 28, 2010, are derived from our audited consolidated financial statements that are included elsewhere in this prospectus. The consolidated balance sheet data as of December 30, 2008 is derived from our unaudited consolidated financial statements not included in this prospectus. The unaudited consolidated financial statements were prepared on a basis consistent with our audited consolidated financial statements and include, in the opinion of management, all adjustments necessary for the fair presentation of the financial information contained in those statements.

Prospective investors should read this summary consolidated financial and other data together with "Summary—ClubCorp Formation," "Use of Proceeds," "Capitalization," "Selected Financial Data" and

"Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

	Fiscal Years Ended(1)

	December 30, 2008			December 29, 2009			December 28, 2010(4)
	(in thousands, except for ratios)
Statements of operations data:
Revenues:
Club operations	$	560,862		$	515,388		$	501,733
Food and beverage		218,960			191,778			192,022
Other revenues		3,637			2,467			2,882

Total revenues		783,459			709,633			696,637

Club operating costs exclusive of depreciation		530,152			461,260			458,241
Cost of food and beverage sales exclusive of depreciation		63,195			61,209			60,596
Depreciation and amortization		101,724			98,619			92,673
Provision for doubtful accounts		4,550			4,815			3,248
Loss (gain) on disposals and acquisitions of assets		3,880			6,473			(5,351	)
Impairment of assets		2,642			11,808			9,243
Selling, general and administrative expenses		45,136			39,266			38,946

Operating income from continuing operations		32,180			26,183			39,041
Interest and investment income		4,290			2,684			714
Equity in earnings from unconsolidated ventures		1,514			706			1,309
Interest expense		(94,583	)		(58,383	)		(57,165	)
Change in fair value of interest rate cap agreements		(10,454	)		2,624			(3,529	)
Gain on extinguishment of debt		—			—			334,412
Other income		7,387			6,006			3,929

(Loss) income before income taxes		(59,666	)		(20,180	)		318,711
Income tax benefit (expense)		17,803			958			(57,109	)

(Loss) income from continuing operations		(41,863	)		(19,222	)		261,602
(Loss) income from discontinued operations, net of tax		(23,584	)		(795	)		54
Loss from discontinued Non-Core Entities, net of tax		(4,134	)		(11,487	)		(8,779	)

Net (loss) income	$	(69,581	)	$	(31,504	)	$	252,877
Balance sheet data:
Cash and cash equivalents	$	213,288		$	73,568		$	56,531
Restricted cash		9,324			14,100			525
Total assets		2,429,663			2,163,515			1,780,929
Membership deposits—current portion(2)		31,240			38,161			51,704
Long-term debt (net of current portion)		1,512,994			1,391,367			772,079
Membership deposits(2)		192,624			205,253			211,624
Total (deficit) equity		(116,074	)		(244,357	)		231,029
Other data:
Ratio of earnings to fixed charges(3)		0.42x			0.69x			5.93x

(2): The liability for membership deposits is the difference between the amount paid by the member and the present value of the refund obligation. The present value of the refund obligation of the membership deposit liability accretes over the nonrefundable term using the effective interest method with an interest rate defined as our weighted average borrowing rate adjusted to reflect a 30-year time frame.
(3): The ratio of earnings to fixed charges is computed by dividing income (or loss) from continuing operations before income taxes and fixed charges less interest capitalized during such period, net of amortization of previously capitalized interest, by fixed charges. Fixed charges consist of interest, expensed or capitalized, on borrowings (including or excluding deposits, as applicable) and the portion of rental expense that is representative of interest. Fixed charges exceeded earnings by $60.1 million and $20.7 million for the fiscal years ended December 30, 2008 and December 29, 2009, respectively.
(4): The statement of operations and balance sheet data reflect the ClubCorp Formation from November 30, 2010, which was treated as reorganization of entities under common control.

You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before deciding to tender your outstanding notes in the exchange offer. The risks described below are not the only risks facing us. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such a case, the trading price of the notes could decline or we may not be able to make payments of interest and principal on the notes, and you may lose all or part of your original investment.

If you do not exchange your outstanding notes in the exchange offer, the transfer restrictions currently applicable to your outstanding notes will remain in force, and the market price of your outstanding notes could decline.

If you do not exchange your outstanding notes for exchange notes in the exchange offer, you will continue to be subject to restrictions on transfer of your outstanding notes as set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to "Prospectus Summary—The Exchange Offer" and "The Exchange Offer" for information about how to tender your outstanding notes.

The tender of outstanding notes under the exchange offer will reduce the aggregate principal amount of the outstanding notes, which may have an adverse effect upon, and increase the volatility of, the market prices of the outstanding notes due to a reduction in liquidity. In addition, if you do not exchange your outstanding notes in the exchange offer, you will no longer be entitled to exchange your outstanding notes for exchange notes registered under the Securities Act, and you will no longer be entitled to have your outstanding notes registered for resale under the Securities Act.

Our level of indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to plan for and react to changes in the economy, our industry or our business and prevent us from meeting our obligations under the notes.

As of December 28, 2010, we were significantly leveraged and our total indebtedness was approximately $783.3 million. Our substantial degree of leverage could have important consequences for you, including the following:

Although our total indebtedness decreased as a result of the ClubCorp Formation, our interest expense is substantially higher after giving effect to the ClubCorp Formation, as compared to our interest expense for prior periods, as a result of higher aggregate interest rates on our debt.

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. See "Forward-Looking Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources." If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our indebtedness, including the notes. We cannot assure you that we would be able to take any of these actions, that these actions would be successful and permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future debt agreements, including our secured credit facilities or the indenture that governs the notes. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our secured credit facilities and the indenture that governs the notes restrict our ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. See "Description of Other Indebtedness" and "Description of the Notes."

If we cannot make scheduled payments on our debt, we will be in default and, as a result:

Despite current indebtedness levels, we may still be able to incur substantially more debt. This could further exacerbate the risks described above.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture governing the notes do not fully prohibit us or our subsidiaries from doing so. If we incur any additional indebtedness that ranks pari passu with the notes, the holders of that debt will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us. This may have the effect of reducing the amount of proceeds paid to you. On November 30, 2010, we entered into a senior secured debt facility with Citigroup ("Senior Secured Credit Facility") comprised of (i) a $310.0 million term loan facility and (ii) a revolving credit facility with a maximum borrowing limit of $50.0 million, which

includes letter of credit and swing line facilities. As of December 28, 2010, $32.7 million was available for borrowing under the revolving credit facility. Additionally, ClubCorp has the option to increase the term loan facility by up to $50.0 million and the revolving credit facility by up to an additional $25.0 million, both subject to conditions and restrictions in the Senior Secured Credit Facility. If new debt is added to our current debt levels, the related risks that we and our subsidiaries now face could intensify. The subsidiaries that guarantee the notes also guarantee under our Senior Secured Credit Facility. See "Description of Other Indebtedness" and "Description of the Notes."

Our Senior Secured Credit Facility and the indenture governing the notes contain various covenants that limit our ability to, among other things:

In addition, the restrictive covenants in our Senior Secured Credit Facility require us to maintain specified financial ratios and satisfy other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we cannot assure you that we will meet them. A breach of any of these covenants could result in a default under our Senior Secured Credit Facility. Upon the occurrence of an event of default under our Senior Secured Credit Facility, the lenders could elect to declare all amounts outstanding thereunder to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders under our Senior Secured Credit Facility could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under our Senior Secured Credit Facility. If the lenders under our Senior Secured Credit Facility accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay our Senior Secured Credit Facility and our other indebtedness, including the notes, or borrow sufficient funds to refinance such indebtedness. Even if we are able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to us. See "Description of Other Indebtedness."

The notes are structurally subordinated to all indebtedness of our existing or future subsidiaries that do not become guarantors of the notes.

You will not have any claim as a creditor against any of our existing subsidiaries that are not guarantors of the notes or against any of our future subsidiaries that do not become guarantors of the notes. Indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries are effectively senior to your claims against those subsidiaries.

For the fiscal year ended December 28, 2010, our non-guarantor subsidiaries collectively represented approximately 6.6% of our consolidated revenues. At December 28, 2010, our

non-guarantor subsidiaries collectively represented 8.2% of our total assets, excluding intercompany items, and had approximately $135.9 million of outstanding total liabilities, including trade payables, all of which is structurally senior to the notes.

In addition, the indenture governing the notes, subject to some limitations, permits these subsidiaries to incur additional indebtedness and does not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries.

Your right to receive payments on the notes is effectively junior to those lenders who have a security interest in our assets.

Our obligations under the notes and the guarantors' obligations under their guarantees of the notes are unsecured. As a result, the notes and the related guarantees are effectively subordinated to all of our and the guarantors' secured indebtedness to the extent of the value of the assets securing such indebtedness. Our obligations under our Senior Secured Credit Facility are secured by a pledge of substantially all of our and our guarantors' tangible and intangible assets. In the event that we or a guarantor are declared bankrupt, become insolvent or are liquidated or reorganized, our obligations under our Senior Secured Credit Facility and any other secured obligations will be entitled to be paid in full from our assets or the assets of such guarantor, as the case may be, pledged as security for such obligation before any payment may be made with respect to the notes. Holders of the notes would participate ratably in our remaining assets or the remaining assets of the guarantor, as the case may be, with all holders of unsecured indebtedness that are deemed to rank equally with the notes, based upon the respective amount owed to each creditor. In addition, if we default under our Senior Secured Credit Facility, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the notes, even if an event of default exists under the indenture under which the notes were issued at such time. Furthermore, if the lenders foreclose and sell the pledged equity interests in any subsidiary guarantor under the notes, then that subsidiary guarantor will be released from its guarantee of the notes automatically and immediately upon such sale. In any such event, because the notes will not be secured by any of our assets or the equity interests in subsidiary guarantors, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully. See "Description of Other Indebtedness."

As of December 28, 2010, ClubCorp, and its guarantor subsidiaries had approximately $745.1 million of indebtedness and our non-guarantor subsidiaries had $38.2 million of indebtedness, of which $32.0 million was non-recourse to us. The indenture governing the notes permits the incurrence of substantial additional indebtedness by us and our restricted subsidiaries in the future, including secured indebtedness. Any secured indebtedness incurred would rank senior to the notes to the extent of the value of the assets securing such indebtedness.

If we default on our obligations to pay our indebtedness we may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness, including a default under our Senior Secured Credit Facility that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could make us unable to pay principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flows and are otherwise unable to obtain funds necessary to meet required payments of principal, premium (if any) and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including covenants in the indentures and our Senior Secured Credit Facility), we could be in default under the terms of the agreements governing such indebtedness, including our Senior Secured Credit Facility and the indenture governing the notes. In the event of such default, the holders

of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our Senior Secured Credit Facility could elect to terminate their commitments thereunder and cease making further loans and institute foreclosure proceedings against our assets and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our Senior Secured Credit Facility to avoid being in default. If we breach our covenants under our Senior Secured Credit Facility and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our Senior Secured Credit Facility, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation. See "Description of Other Indebtedness" and "Description of the Notes."

The exchange notes will be issued with original issue discount for U.S. federal income tax purposes.

The exchange notes will be issued with original issue discount, or OID, for U.S. federal income tax purposes. U.S. Holders (as defined in "Material U.S. Federal Income and Estate Tax Considerations") will be required to include amounts representing the OID in gross income on a constant yield basis for U.S. federal income tax purposes, in advance of the receipt of cash payments to which such income is attributable. For more information, see "Material U.S. Federal Income and Estate Tax Considerations."

If a change of control event occurs, as described in "Description of the Notes—Repurchase at the Option of Holders—Change of Control," we will be required to offer to repurchase all outstanding notes at 101% of their principal amount, plus accrued and unpaid interest. We may not be able to repurchase the notes upon a change of control triggering event because we may not have sufficient funds. Further, we may be contractually restricted under the terms of our Senior Secured Credit Facility from repurchasing all of the notes tendered by holders upon a change of control event. Accordingly, we may not be able to satisfy our obligations to purchase your notes unless we are able to refinance or obtain waivers under our Senior Secured Credit Facility. Our failure to repurchase the notes upon a change of control event would cause a default under the indenture governing the notes and a cross-default under our Senior Secured Credit Facility. Our Senior Secured Credit Facility also provides that a change of control, as defined in such agreement, will be a default that permits lenders to accelerate the maturity of borrowings thereunder and, if such debt is not paid, to enforce security interests in the collateral securing such debt, thereby limiting our ability to raise cash to purchase the notes, and reducing the practical benefit of the offer-to-purchase provisions to the holders of the notes. Any of our future debt agreements may contain similar provisions. In addition, the change of control provisions in the indenture governing the notes may not protect you from certain important corporate events, such as a leveraged recapitalization (which would increase the level of our indebtedness), reorganization, restructuring, merger or other similar transaction. Such a transaction may not involve a change in voting power or beneficial ownership or, even if it does, may not involve a change that constitutes a "change of control" as defined in the indenture governing the notes that could trigger our obligation to repurchase the notes. If an event occurs that does not constitute a "change of control" as defined in the indenture governing the notes, we will not be required to make an offer to repurchase the notes and you may be required to continue to hold your notes despite the event. See "Description of Other Indebtedness" and "Description of the Notes—Repurchase at the Option of Holders—Change of Control."

Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Certain of our borrowings, primarily borrowings under our Senior Secured Credit Facility, are subject to variable rates of interest and expose us to interest rate risk. If interest rates increase, our

debt service obligations on our variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease. The interest rate on our Senior Secured Credit Facility is the higher of (i) 6.0% ("Floor") or (ii) an elected LIBOR plus a margin of 4.5% less the impact of the interest rate cap agreement that limits our exposure on the elected LIBOR to 3.0% on a notional amount of $155.0 million. In connection with the Floor, if the LIBOR rate exceeds 1.5%, our interest rate will become variable. A hypothetical 0.50% increase in LIBOR rates applicable to borrowings under our variable rate debt instruments would result in an estimated increase of $0.2 million per year of interest expense.

Federal and state fraudulent transfer laws permit a court to void the notes and the guarantees, and, if that occurs, you may not receive any payments on the notes.

The issuance of the notes and the guarantees may be subject to review under federal and state fraudulent transfer and conveyance statutes. While the relevant laws may vary from state to state, under such laws the payment of consideration will be a fraudulent conveyance if (1) we paid the consideration with the intent of hindering, delaying or defrauding creditors or (2) we or any of our guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing either the notes or a guarantee and, in the case of (2) only, one of the following is also true:

If a court were to find that the issuance of the notes or a guarantee was a fraudulent conveyance, the court could void the payment obligations under the notes or such guarantee or subordinate the notes or such guarantee to presently existing and future indebtedness of ours or such guarantor, or require the holders of the notes to repay any amounts received with respect to the notes or such guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the notes. Further, the voidance of the notes could result in an event of default with respect to our other debt and that of our guarantors that could result in acceleration of such debt.

Generally, an entity would be considered insolvent if at the time it incurred indebtedness:

We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time, or regardless of the standard that a court uses, that the issuance of the notes and the guarantees would not be subordinated to our or any guarantor's other debt.

If the guarantees were legally challenged, any guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration. A court could thus void the obligations under the guarantees, subordinate them to the applicable guarantor's other debt or take other action detrimental to the holders of the notes.

Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the notes.

The exchange notes are a new issue of securities for which there is no established public market. We do not intend to have the exchange notes listed on a national securities exchange or to arrange for quotation on any automated dealer quotation systems. The initial purchaser of the outstanding notes has advised us that they intend to make a market in the exchange notes, as permitted by applicable laws and regulations; however, the initial purchaser is not obligated to make a market in the exchange notes and it may discontinue their market making activities at any time without notice. In addition, such market making activities may be limited during the exchange offer or while the effectiveness of a shelf registration statement is pending. Therefore, we cannot assure you as to the development or liquidity of any trading market for the exchange notes. The liquidity of any market for the exchange notes will depend on a number of factors, including:

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. We cannot assure you that the market, if any, for the exchange notes will be free from similar disruptions or that any such disruptions may not adversely affect the prices at which you may sell your exchange notes. Therefore, we cannot assure you that you will be able to sell your exchange notes at a particular time or the price that you receive when you sell will be favorable.

Ratings of the notes may affect the market price and marketability of the notes.

The notes are currently rated by Moody's Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. Such ratings are limited in scope, and do not address all material risks relating to an investment in the notes, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of such rating may be obtained from such rating agency. There is no assurance that such credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency's judgment, circumstances so warrant. It is also possible that such ratings may be lowered in connection with the application of the proceeds of this offering or in connection with future events, such as future acquisitions. Holders of notes will have no recourse against us or any other parties in the event of a change in or suspension or withdrawal of such ratings. Any lowering, suspension or withdrawal of such ratings may have an adverse effect on the market price or marketability of the notes.

Economic recessions or downturns could harm our business, financial condition and results of operations, and the recent economic downturn and financial crisis has negatively affected and will continue to negatively affect our business, financial condition and results of operations.

A substantial portion of our revenue is derived from discretionary or leisure spending by our members and guests and such spending can be particularly sensitive to changes in general economic conditions. The recent global recession and financial crisis has led to slower economic activity, increased unemployment, concerns about inflation and energy costs, decreased business and consumer confidence, reduced corporate profits and capital spending, adverse business conditions and lower levels of liquidity in many financial markets, which has negatively affected our business, financial condition and results of operations. For example, for the fiscal year ended December 28, 2010, we experienced 17.2% and 24.2% attrition in member count in our golf and country clubs and business, sports and alumni clubs, respectively, as consumers and businesses cut back on discretionary spending. The continuation of this global recession and financial crisis may lead to further increases in unemployment and loss of consumer confidence which would likely translate into additional resignations of existing members, a decrease in the rate of new memberships and reduced spending by our members. As a result, our business, financial condition and results of operations could continue to be materially adversely affected if the downturn continues.

Our businesses will remain susceptible to future economic recessions or downturns, and any significant adverse shift in general economic conditions, whether local, regional or national, would likely have a material adverse effect on our business, financial condition and results of operations. During such periods of adverse economic conditions, we may be unable to increase membership dues or the price of our products and services and experience resignations of existing members, a decrease in the rate of new memberships or reduced spending by our members, any of which may result in, among other things, decreased revenues and financial losses. In addition, during periods of adverse economic conditions, we may have difficulty accessing financial markets or face increased funding costs, which could make it more difficult or impossible for us to obtain funding for additional investments and harm our results of operations.

We may not be able to attract and retain club members, which could harm our business, financial condition and results of operations.

Our success depends on our ability to attract and retain members at our clubs and maintain or increase usage of our facilities. Changes in consumer tastes and preferences, particularly those affecting the popularity of golf and private dining, and other social and demographic trends could adversely affect our business. Historically, we have experienced varying levels of membership enrollment and attrition rates and, in certain areas, decreased levels of usage of our facilities. Significant periods where attrition rates exceed enrollment rates or where facilities usage is below historical levels would have a material adverse effect on our business, results of operations and financial condition. By comparison, for the fiscal year ended December 28, 2010, 47.4% of our total operating revenues came from monthly membership dues. During the same period, 24.2% of our business, sports and alumni club memberships (17,535 memberships), and 17.2% of our private country club and semi-private golf memberships (13,665 memberships) were cancelled, resulting in a net loss in memberships of 5.2% and 1.2%, respectively, after the addition of new memberships. If we cannot attract new members or retain our existing members, our business, financial condition and results of operations could be harmed.

Competition in the industry in which we compete could have a material adverse effect on our business and results of operations.

We operate in a highly competitive industry, and compete primarily on the basis of management expertise, reputation, featured facilities, location, quality and breadth of member product offerings and price. As a result, competition for market share in the industry in which we compete is intense. In order to succeed, we must take market share from local and regional competitors and sustain our membership base in the face of increasing recreational alternatives available to our existing and potential members.

Our business clubs compete on a local and regional level with restaurants and other business and social clubs. The number and variety of competitors in this business varies based on the location and setting of each facility, with some situated in intensely competitive upscale urban areas characterized by frequent innovations in the products and services offered by competing restaurants and other business, dining and social clubs. In addition, in most regions these businesses are in constant flux as new restaurants and other social and meeting venues open or expand their amenities. As a result of these characteristics, the supply in a given region often exceeds the demand for such facilities, and any increase in the number or quality of restaurants and other social and meeting venues, or the products and services they provide, in a given region could significantly impact the ability of our clubs to attract and retain members, which could harm our business and results of operations.

Our country clubs and golf facilities compete on a local and regional level with other country clubs and golf facilities. The level of competition in the country club and golf facility business varies from region to region and is subject to change as existing facilities are renovated or new facilities are developed. An increase in the number or quality of similar clubs and other facilities in a particular region could significantly increase competition, which could have a negative impact on our business and results of operations.

Our results of operations also could be affected by a number of additional competitive factors, including the availability of, and demand for, alternative venues for recreational pursuits, such as multi-use sports and athletic centers. In addition, individual member-owned private clubs may be able to create a perception of exclusivity that we have difficulty replicating given the diversity of our product portfolio and the scope of our holdings. To the extent these alternatives succeed in diverting actual or potential members away from our facilities or affect our membership rates, our business and results of operations could be harmed.

Changes in consumer spending patterns, particularly discretionary expenditures for leisure, travel and recreation, are susceptible to factors beyond our control that may reduce demand for our products and services.

Consumer spending patterns, particularly discretionary expenditures for leisure, travel and recreation, are particularly susceptible to factors beyond our control that may reduce demand for our products and services, including demand for memberships, golf, vacation and business travel and food and beverage sales. These factors include:

These factors and other global and national conditions can adversely affect, and from time to time have adversely affected, individual properties, particular regions or our business as a whole. For example, during the recent recession, many businesses dramatically decreased the number of corporate events and meetings hosted at facilities such as convention centers, hotels, resorts and retreats in an effort to cut costs and in response to public opinion relating to excess corporate spending, which negatively impacted the amount of business for such facilities, including certain of our facilities. Any one or more of these factors could limit or reduce demand or the rates our clubs are able to charge for memberships or services, which could harm our business and results of operations.

Our ability to attract and retain members depends heavily on successfully locating our clubs in suitable locations, and any impairment of a club location, including any decrease in member or customer traffic, could impact our results of operations.

Our approach to identifying locations for our clubs typically favors locations and lifestyle centers where our facilities can become a part of the community. As a result, our clubs are typically located near urban and residential centers that we believe are consistent with our members' lifestyle choices. Memberships and sales at these locations are derived, in part, from proximity to key local landmarks, business centers, facilities and residential areas. Club locations may become unsuitable due to, and such locations' results of operations may be harmed by, among other things:

For example, we mutually agreed to terminate our agreement to manage the Fairlane Club, a business club in downtown Dearborn, Michigan, a city particularly hard hit by the recent recession. The club generated a significant portion of its revenues from members who worked in the auto industry. Changes in areas around our club locations could render such locations unsuitable and cause memberships at such clubs to decline, which would harm our results of operations.

We have significant operations concentrated in certain geographic areas, and any disruption in the operations of our clubs in any of these areas could harm our results of operations.

We currently operate multiple clubs in several metropolitan areas, including fifteen in and around Dallas, Texas, thirteen near Houston, Texas, eight in the greater Los Angeles, California region, four near Sacramento, California, four in and around Phoenix, Arizona, eight in the greater Atlanta, Georgia region and four near Tampa, Florida, with potential future expansion in current and new markets. As a result, any prolonged disruption in the operations of our centers in any of these markets, whether due to technical difficulties, power failures or destruction or damage to the centers as a result of a natural disaster, fire or any other reason, could harm our results of operations. In addition, many

of the metropolitan areas where we operate clubs have been disproportionately affected, and may continue to be disproportionately affected by the economic downturn and the decline in home prices and increase in foreclosure rates. Concentration in these markets increases our exposure to adverse developments related to competition, as well as economic and demographic changes in these areas.

Unusual weather patterns and extreme weather events, as well as periodic and quasi-periodic weather patterns, such as those commonly associated with the El Niño/La Niña-Southern Oscillation, could adversely affect the value of our golf courses or negatively impact our business and results of operations.

Our operations and results are susceptible to non-seasonal and severe weather patterns. Extreme weather events or patterns in a given region, such as heavy rains, prolonged snow accumulations, extended heat waves and high winds, could reduce our revenues for that region by interrupting activities at affected properties which could negatively impact our business and results of operations.

One factor that specifically affects our real estate investments in golf courses is the availability of water. Turf grass conditions must be satisfactory to attract play on our golf courses, which requires significant amounts of water. Our ability to irrigate a course could be adversely impacted by a drought or other cause of water shortage, such as the recent drought affecting the western United States. A severe drought of extensive duration experienced in regard to a large number of properties could adversely affect our business and results of operations.

We also have a high concentration of clubs in California, Florida and Texas, which can experience periods of unusually hot, cold, dry or rainy weather due to a variety of periodic and quasi-periodic global climate phenomenon, such as the El Niño/La Niña-Southern Oscillation. For example, during 2009, clubs in Texas experienced a 17.9% decline in golf operations revenue for the fiscal period starting on October 7, 2009 and ending on November 3, 2009 against the corresponding fiscal period in 2008, due to unusually wet weather attributable to El Niño. If these phenomenon and their impacts on weather patterns persist for extended periods of time, our business and results of operations could be harmed.

Our quarterly results fluctuate as a result of a number of factors. Usage of our country club and golf facilities declines significantly during the first and fourth quarters, when colder temperatures and shorter days reduce the demand for golf and golf-related activities. Our business clubs typically generate a greater share of their yearly revenues in the fourth quarter, which includes the holiday and year-end party season. In addition, the fourth quarter consists of 16 or 17 weeks of operations and the first, second and third fiscal quarters each consist of 12 weeks. As a result of these factors, we usually generate a disproportionate share of our revenues and cash flows in the second, third and fourth quarters of each year and have lower revenues and profits in the first quarter. This seasonality makes our business and results of operations more vulnerable to other risks during the periods of increased member usage due to the larger percentage of revenues we generate during such times.

Our future success is substantially dependent on the continued service of our senior management and key employees.

The loss of the services of our senior management could make it more difficult to successfully operate our business and achieve our business goals. We also may be unable to retain existing management and key employees, including club managers, membership sales and support personnel, which could result in harm to our member and employee relationships, loss of expertise or know-how and unanticipated recruitment and training costs. In addition, we have not obtained key man life insurance policies for any of our senior management team. As a result, we would have no way to cover the financial loss if we were to lose the services of any members of our senior management team. The

loss of members of our senior management or key employees or any financial impact resulting therefrom could have an adverse affect on our business and results of operations.

Our large workforce subjects us to risks associated with increases in the cost of labor as a result of increased competition for employees, higher employee turnover rates and required wage increases, lawsuits or labor union activity.

Labor is our primary property-level operating expense. As of December 28, 2010, we employed approximately 12,400 hourly-wage and salaried employees at our clubs and corporate offices. For the fiscal year ended December 28, 2010, labor-related expense accounted for 47.9% of our total operating expense. If we face labor shortages or increased labor costs because of increased competition for employees, higher employee turnover rates or increases in the federal or state minimum wage or other employee benefits costs (including costs associated with health insurance coverage), our operating expense could increase and our business, financial condition and results of operations could be harmed.

We are subject to the Fair Labor Standards Act, or FLSA, and various federal and state laws governing such matters as minimum wage requirements, overtime compensation and other working conditions, citizenship requirements, discrimination and family and medical leave. In recent years, a number of companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state law regarding workplace and employment matters, overtime wage policies, discrimination and similar matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. Similar lawsuits may be threatened or instituted against us from time to time, and we may incur substantial damages and expenses resulting from lawsuits of this type, which could have a material adverse effect on our business, financial condition or results of operations.

From time to time, we have also experienced attempts to unionize certain of our non-union employees. While these efforts have achieved only limited success to date, we cannot provide any assurance that we will not experience additional and more successful union activity in the future. In addition, future legislation could amend the National Labor Relations Act to make it easier for unions to organize and obtain collectively bargained benefits, which could increase our operating expenses and negatively affect our financial condition and results of operations.

Increases in our cost of goods, rent, utilities and taxes could reduce our operating margins and harm our business, financial condition and results of operations.

Increases in operating costs due to inflation and other factors may not be directly offset by increased revenue. Our most significant operating costs, other than labor, are our cost of goods, utilities, rent and property taxes. Many, and in some cases all, of the factors affecting these costs are beyond our control.

Our cost of goods such as food and beverage costs account for a significant portion of our total property-level operating expense. Cost of goods represented 14.3% of our total operating expense for the fiscal year ended December 28, 2010. If our cost of goods increases significantly and we are not able to pass along those increased costs to our members in the form of higher prices or otherwise, our operating margins could suffer, which would have an adverse effect on our business, financial condition and results of operations.

In addition, rent, which represented 5.8% of our total operating expense for the fiscal year ended December 28, 2010, also accounts for a significant portion of our property-level operating expense. Significant increases in our rent costs would increase our operating expense and our business, financial condition and results of operations may suffer.

Utility costs, including water, represented 6.0% of our total operating expense for the fiscal year ended December 28, 2010. The prices of utilities are volatile, and shortages sometimes occur. In particular, municipalities are increasingly placing restrictions on the use of water for golf course irrigation and increasing the cost of water. Significant increases in the cost of our utilities, or any shortages, could interrupt or curtail our operations and lower our operating margins, which could have a negative impact on our business, financial condition and results of operations.

Each of our properties is subject to real and personal property taxes. During the fiscal year ended December 28, 2010, we paid approximately $17.7 million in property taxes. The real and personal property taxes on our properties may increase or decrease as tax rates change and as our clubs are assessed or reassessed by taxing authorities. If real and personal property taxes increase, our financial condition and results of operations may suffer.

We could be required to make material cash outlays in future periods if the number of initiation deposit refund requests we receive materially increases or if we are required to surrender unclaimed initiation deposits to state authorities under applicable escheatment laws.

In contrast to initiation fees which are generally non-refundable, initiation deposits paid by new members upon joining one of our clubs are fully refundable after a fixed number of years, typically 30 years, and upon the occurrence of other contract-specific conditions. Historically, only a small percentage of initiation deposits eligible to be refunded have been requested by members. As of December 28, 2010, the amount of initiation deposits that are eligible to be refunded currently or within the next twelve months is $51.7 million on a gross basis. When refunds are requested, we must fund the payment of such amounts from our available cash. If the number of refunds dramatically increases in the future, our financial condition could suffer and the funding requirement for such refunds could strain our cash on hand or otherwise force us to reduce or delay capital expenditures, sell assets or operations or seek additional capital in order to raise the cash necessary to make such refunds. The discounted value of initiation deposits that may be claimed in future years (not including the next twelve months) is $211.6 million. For more information on our initiation deposit amounts, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Off-Balance Sheet Arrangements, Contractual Obligations and Commercial Contracts—Contractual Obligations."

While we will make a refund to any member whose initiation deposit is eligible to be refunded, we may be subject to various states' escheatment laws with respect to initiation deposits that have not been refunded to members. All states have escheatment laws and generally require companies to remit to the state cash in an amount equal to such unclaimed and abandoned property after a specified period of dormancy. We currently do not remit to states any amounts relating to initiation deposits that are eligible to be refunded to members based upon our interpretation of the applicability of such laws to initiation deposits. The analysis of the potential application of escheatment laws to our initiation deposits is complex, involving an analysis of constitutional and statutory provisions and contractual and factual issues. While we do not believe that such initiation deposits must be escheated, we may be forced to remit such amounts if we are challenged and fail to prevail in our position.

In addition, 20 separate states have hired an independent agent to conduct an unclaimed and abandoned property audit of our operations. Certain property, such as uncashed payroll checks or uncashed vendor payments are escheatable in the ordinary course and states audit organizations for compliance. If in connection with any such audit the auditor asserts that any or all of the initiation deposits eligible to be refunded to members that have remained unclaimed for the applicable dormancy period, which is a period of 3 or 5 years depending on the state in which a club is located, are to be remitted to such states under applicable escheatment laws, we expect to vigorously defend our position on the matter. However, if we are ultimately unsuccessful in arguing our right to continue holding such amounts, we may be forced to pay such amounts to the claiming states. While the audit is ongoing and

we believe we have strong arguments against any potential claims for the escheatment of unclaimed initiation deposits made under state escheatment laws, if a material portion of the eligible unclaimed initiation deposits were awarded to any states, our financial condition could be materially and adversely affected and we may be required to reduce or delay capital expenditures, sell assets or operations or seek additional capital in order to raise the corresponding cash required to satisfy such awards. We cannot assure you that we would be able to take any of these actions, that these actions would be successful and permit us to meet such obligations or that these actions would be permitted under the terms of our existing or future debt agreements, including our Senior Secured Credit Facility or the indenture that governs the notes.

We have concentrated our investments in golf-related and business real estate and facilities, which are subject to numerous risks, including the risk that the values of our investments may decline if there is a prolonged downturn in real estate values.

Our operations consist almost entirely of golf-related and business club facilities that encompass a large amount of real estate holdings. Accordingly, we are subject to the risks associated with holding real estate investments. A prolonged decline in the popularity of golf-related or business club services, such as private dining, could adversely affect the value of our real estate holdings and could make it difficult to sell facilities or businesses.

Our real estate holdings (including our long-term leaseholds) are subject to risks typically associated with investments in real estate. The investment returns available from equity investments in real estate depend in large part on the amount of income earned and capital appreciation generated by the related properties, and the expenses incurred. In addition, a variety of other factors affect income from properties and real estate values, including governmental regulations, real estate, insurance, zoning, tax and eminent domain laws, interest rate levels and the availability of financing. For example, new or existing real estate zoning or tax laws can make it more expensive and time-consuming to expand, modify or renovate older properties. Under eminent domain laws, governments can take real property. Sometimes this taking is for less compensation than the owner believes the property is worth. Any of these factors could have an adverse impact on our business, financial condition or results of operations.

The illiquidity of real estate may make it difficult for us to dispose of one or more of our properties or negatively affect our ability to profitably sell such properties.

We may from time to time decide to dispose of one or more of our real estate assets. Because real estate holdings generally, and clubs like ours in particular, are relatively illiquid, we may not be able to dispose of one or more real estate assets on a timely basis. In some circumstances, sales may result in investment losses which could adversely affect our financial condition. The illiquidity of our real estate assets could mean that we continue to operate a facility that management has identified for disposition. Failure to dispose of a real estate asset in a timely fashion, or at all, could adversely affect our business, financial condition and results of operations.

Timing, budgeting and other risks could delay our efforts to develop, redevelop or renovate the properties that we own, or make these activities more expensive, which could reduce our profits or impair our ability to compete effectively.

We must regularly expend capital to construct, maintain and renovate the properties that we own in order to remain competitive, maintain the value and brand standards of our properties and comply with applicable laws and regulations. In addition, we must periodically upgrade or replace the furniture,

fixtures and equipment necessary to operate our business. These efforts are subject to a number of risks, including:

These projects create an ongoing need for cash, which if not generated by operations or otherwise obtained is subject to the availability of credit in the capital markets. Our ability to spend the money necessary to maintain the quality of our properties is significantly impacted by the cost and availability of capital, over which we have little control.

The timing of capital improvements can affect property performance, including membership retention and usage, particularly if we need to close golf courses or a significant number of other facilities, such as ballrooms, meeting spaces or dining areas. Moreover, the investments that we make may fail to improve the performance of the properties in the manner that we expect.

If we are not able to begin operating properties as scheduled, or if investments harm or fail to improve our performance, our ability to compete effectively would be diminished and our business and results of operations could be adversely affected.

We may seek to expand through acquisitions of and investments in other businesses and properties, or through alliances; and we may also seek to divest some of our properties and other assets, any of which may be unsuccessful or divert our management's attention.

We intend to consider strategic and complementary acquisitions of and investments in other businesses, properties or other assets. In many cases, we will be competing for these opportunities with third parties that may have substantially greater financial resources than we do. Acquisitions or investments in businesses, properties or assets as well as these alliances are subject to risks that could affect our business, including risks related to:

We cannot assure you that we will be able to identify opportunities or complete transactions on commercially reasonable terms or at all, or that we will actually realize any anticipated benefits from such acquisitions, investments or alliances. Similarly, we cannot assure you that we will be able to obtain financing for acquisitions or investments on attractive terms or at all, or that the ability to obtain financing will not be restricted by the terms of our Senior Secured Credit Facility or other indebtedness we may incur.

The success of any such acquisitions or investments will also depend, in part, on our ability to integrate the acquisition or investment with our existing operations. We may experience difficulty with integrating acquired businesses, properties or other assets, including difficulties relating to:

We depend on third parties in our joint ventures and collaborative arrangements, which may limit our ability to manage risk.

As of December 28, 2010, we owned seven properties in partnership with other entities, including joint ventures relating to six of our golf facilities and one of our business clubs, and may in the future enter into further joint venture or other collaborative arrangements related to additional properties. Our investments in these joint ventures may, under certain circumstances, involve risks not otherwise present in our business, including the risk that our partner may become bankrupt, the risk that we may not be able to sell or dispose of our interest as a result of buy/sell rights that may be imposed by the joint venture agreement, the risk that our partner may have economic or other interests or goals that are inconsistent with our interests and goals and the risk that our partner may be able to veto actions which may be in our best interests. Consequently, actions by a co-venturer might subject clubs owned by the joint venture to additional risk. Additionally, we may be unable to take action without the approval of our joint venture partners, or our joint venture partners could take actions binding on the joint venture without our consent. Any of the foregoing could have a negative impact on the joint venture or its results of operations, and subsequently on our business or results of operations.

Our insurance policies may not provide adequate levels of coverage against all claims and we may incur losses that are not covered by our insurance.

We maintain insurance of the type and in amounts that we believe is commercially reasonable and that is available to businesses in our industry. We carry commercial liability, fire, flood, earthquake, catastrophic wind and extended insurance coverage, as applicable, from solvent insurance carriers on all of our properties. We believe that the policy specifications and insured limits are adequate for foreseeable losses with terms and conditions that are reasonable and customary for similar properties and all of our existing golf and business clubs are insured within industry standards. Nevertheless, market forces beyond our control could limit the scope of the insurance coverage that we can obtain in the future or restrict our ability to buy insurance coverage at reasonable rates. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any self-insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks.

In the event of a substantial loss, the insurance coverage that we carry may not be sufficient to pay the full value of our financial obligations or the replacement cost of any lost investment. As a result, we could lose some or all of the capital we have invested in a property, as well as the anticipated future revenues from the property, we could remain obligated for performance guarantees in favor of third-party property owners or for their debt or other financial obligations and we may not have sufficient insurance to cover awards of damages resulting from our liabilities. If the insurance that we carry does not sufficiently cover damages or other losses, our business, financial condition and results of operations could be harmed.

In addition, there are types of losses we may incur that cannot be insured against or that we believe are not commercially reasonable to insure. For example, we maintain business interruption insurance, but there can be no assurance that the coverage for a severe or prolonged business interruption at one or more of our clubs would be adequate. Moreover, we believe that insurance covering liability for violations of wage and hour laws is generally not available. These losses, if they occur, could have a material adverse effect on our business, financial condition and results of operations.

Accidents or injuries in our clubs or in connection with our operations may subject us to liability, and accidents or injuries could negatively impact our reputation and attendance, which would harm our business, financial condition and results of operations.

There are inherent risks of accidents or injuries at our properties or in connection with our operations, including injuries from premises liabilities such as slips, trips and falls. If accidents or injuries occur at any of our properties, we may be held liable for costs related to the injuries. We maintain insurance of the type and in the amounts that we believe are commercially reasonable and that are available to businesses in our industry, but there can be no assurance that our liability insurance will be adequate or available at all times and in all circumstances to cover any liability for these costs. There can also be no assurance that the liability insurance we have carried in the past was adequate or available to cover any liability related to incidents occurring prior to this offering. Our business, financial condition and results of operations could be harmed to the extent claims and associated expenses resulting from accidents or injuries exceed our insurance recoveries.

Adverse litigation judgments or settlements could impair our financial condition and results of operations or limit our ability to operate our business.

In the normal course of our business, we are often involved in various legal proceedings. The outcome of these proceedings cannot be predicted. If any of these proceedings were to be determined adversely to us or a settlement involving a payment of a material sum of money were to occur, there could be a material adverse effect on our financial condition and results of operations. Additionally, we could become the subject of future claims by third parties, including current or former members, guests who use our properties, our employees or regulators. Any significant adverse litigation judgments or settlements could limit our ability to operate our business and negatively impact our financial condition and results of operations.

We are jointly and severally liable for the pension liabilities of our affiliate.

We are jointly and severally liable for pension funding liabilities associated with the Homestead Retirement Plan, relating to one of the resorts we sold in connection with the ClubCorp Formation. As of December 28, 2010, the underfunded amount of the projected benefit obligation for such plan was approximately $7.1 million. Significant adverse changes in the capital markets could cause the actual amount of underfunding to be higher than projected. If we are found liable for any amounts with respect to this plan, the payment of such liability, if material, could adversely affect our financial condition and results of operations.

The failure to comply with regulations relating to public facilities, or the failure to retain licenses relating to our properties may harm our business and results of operations.

Our business is subject to extensive federal, state and local government regulation in the various jurisdictions in which our clubs are located, including regulations relating to alcoholic beverage control, public health and safety, environmental hazards and food safety. Alcoholic beverage control regulations require each of our clubs to obtain licenses and permits to sell alcoholic beverages on the premises. The failure of a club to obtain or retain its licenses would adversely affect that club's operations and profitability. We may also be subject to dram shop statutes in certain states, which generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. Even though we are covered by general liability insurance, a settlement or judgment against us under a dram shop lawsuit in excess of liability coverage could have a material adverse effect on our operations.

We are also subject to the Americans with Disabilities Act of 1990, or ADA, which, among other things, may require certain renovations to our facilities to comply with access and use requirements. While we have in the past conducted limited reviews of our properties for compliance with ADA

requirements, we have not conducted an exhaustive audit or investigation of all of our properties to determine our compliance with the ADA. A determination that we are not in compliance with the ADA or any other similar law or regulation could result in the imposition of fines or an award of damages to private litigants. While we believe we are operating in substantial compliance with current applicable laws and regulations governing working conditions and service to the public, there can be no assurance that our expenses for compliance with these laws and regulations will not increase significantly and harm our business, financial condition and results of operations.

Businesses operating in the private club industry are also subject to numerous other federal, state and local governmental regulations related to building and zoning requirements and the use and operation of clubs, including changes to building codes and fire and life safety codes, which can affect our ability to obtain and maintain licenses relating to our business and properties. If we were required to make substantial modifications at our clubs to comply with these regulations, our business, financial condition and results of operations could be negatively impacted.

Our operations and our ownership of property subject us to environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities.

Our properties and operations are subject to a number of environmental laws. As a result, we may be required to incur costs to comply with the requirements of these laws, such as those relating to water resources, discharges to air, water and land; the handling and disposal of solid and hazardous waste; and the cleanup of properties affected by regulated materials. Under these and other environmental requirements we may be required to investigate and clean up hazardous or toxic substances or chemical releases from current or formerly owned or operated facilities. Environmental laws typically impose cleanup responsibility and liability without regard to whether the relevant entity knew of or caused the presence of the contaminants. We use certain substances and generate certain wastes that may be deemed hazardous or toxic under such laws, and we from time to time have incurred, and in the future may incur, costs related to cleaning up contamination resulting from historic uses of certain of our current or former properties or our treatment, storage or disposal of wastes at facilities owned by others. Our club facilities are also subject to risks associated with mold, asbestos and other indoor building contaminants. The costs of investigation, remediation or removal of regulated materials may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use, transfer or obtain financing regarding our property. We may be required to incur costs to remediate potential environmental hazards, mitigate environmental risks in the future, or comply with other environmental requirements.

In addition, some projects to improve, upgrade or expand our golf clubs may be subject to environmental review under the National Environmental Policy Act and, for projects in California, the California Environmental Quality Act. Both acts require that a specified government agency study any proposal for potential environmental impacts and include in its analysis various alternatives. Our improvement proposals may not be approved or may be approved with modifications that substantially increase the cost or decrease the desirability of implementing the project.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may harm our business, investments and results of operations.

We are subject to laws and regulations enacted by national, state and local governments. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have an adverse affect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, by any of the persons referred to above could have a material adverse effect on our business, investments and results of operations. Furthermore, legislative proposals have been enacted which could

increase our direct operating costs. For example, we are continuing to assess the impact of recently adopted federal health care legislation on our health care benefit costs. This legislation will likely increase the amount of healthcare expenses paid by us. Significant increases in such costs and increasing medical inflation could adversely impact our operating results. There is no assurance we will be able to manage the costs of such legislation in a manner that will not adversely impact our operating results.

Failure to comply with privacy regulations or maintain the integrity of internal or customer data could result in faulty business decisions, harm to our reputation or subject us to costs, fines or lawsuits.

We collect and maintain information relating to our members and guests, including personally identifiable information, for various business purposes, including maintaining records of member preferences to enhance our customer service and for billing, marketing and promotional purposes. We also maintain personally identifiable information about our employees. The integrity and protection of our customer, employee and company data is critical to our business. Our members expect that we will adequately protect their personal information, and the regulations applicable to security and privacy are increasingly demanding, both in the United States and in other jurisdictions where we operate. Privacy regulation is an evolving area in which different jurisdictions (within or outside the United States) may subject us to inconsistent compliance requirements. Compliance with applicable privacy regulations may increase our operating costs or adversely impact our ability to service our members and guests and market our properties and services to our members and guests. A theft, loss, fraudulent or unlawful use of customer, employee or company data could harm our reputation or result in remedial and other costs, fines or lawsuits. In addition, non-compliance with applicable privacy regulations by us (or in some circumstances non-compliance by third parties engaged by us) could result in fines or restrictions on our use or transfer of data. Any of these matters could adversely affect our business, financial condition or results of operations.

The operation of our business relies on technology, and operational risks may disrupt our businesses, result in losses or limit our growth.

We invest in and license technology and systems for property management, procurement, membership records and specialty programs. We believe that we have designed, purchased and installed appropriate information systems to support our business. There can be no assurance, however, that our information systems and technology will continue to be able to accommodate our growth, or that the cost of maintaining such systems will not increase from its current level. Such a failure to accommodate growth, or an increase in costs related to such information systems, could have a material adverse effect on us. Further, there can be no assurance that as various systems and technologies become outdated or new technology is required we will be able to replace or introduce them as quickly as our competitors or within budgeted costs and timeframes. In addition, we rely on third-party service providers for certain aspects of our business. Any interruption or deterioration in the performance of these third parties could impair the quality of our operations and could impact our reputation and hence adversely affect our business and limit our ability to grow.

We may be required to write-off a portion of our goodwill and/or indefinite lived intangible asset balances as a result of a prolonged and severe economic recession.

Under accounting principles generally accepted in the United States of America ("GAAP"), we are required to test goodwill and indefinite lived intangible assets for impairment annually as well as on an interim basis to the extent factors or indicators become apparent that could reduce the fair value of our goodwill or indefinite lived intangible assets below book value. We evaluate the recoverability of goodwill by estimating the future discounted cash flows of our reporting units and terminal values of the businesses using projected future levels of income as well as business trends and market and economic conditions. We evaluate the recoverability of indefinite lived intangible assets using the

income approach based upon estimated future revenue streams (see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies"). If a severe prolonged economic downturn were to occur it could cause less than expected growth or a reduction in terminal values of our reporting units and could result in a goodwill or indefinite lived intangible asset impairment charge attributable to certain goodwill or indefinite lived intangible assets, negatively impacting our results of operations and stockholders' equity.

We are subject to tax examinations of our tax returns by the Internal Revenue Service and other tax authorities. An adverse outcome of any such audit or examination by the IRS or other tax authority could have a material adverse effect on our results of operations, financial condition and liquidity.

We are subject to ongoing tax examinations of our tax returns by the Internal Revenue Service and other tax authorities in various jurisdictions and may be subject to similar examinations in the future. We regularly assess the likelihood of adverse outcomes resulting from ongoing tax examinations to determine the adequacy of our provision for income taxes. These assessments can require considerable estimates and judgments. Intercompany transactions associated with provision of services and cost sharing arrangements, as well as those associated with the ClubCorp Formation, are complex and affect our tax liabilities. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions. There can be no assurance that the outcomes from ongoing tax examinations will not have an adverse effect on our operating results and financial condition. A difference in the ultimate resolution of tax uncertainties from what is currently estimated could have an adverse effect on our operating results and financial condition.

The cancellation of certain indebtedness in connection with the ClubCorp Formation resulted in cancellation of indebtedness income to us. Should the estimates and judgments used in our calculation of such cancellation of indebtedness income prove to be inaccurate, our financial results could be materially affected.

Cancellation of debt income occurred for U.S. federal income tax purposes in connection with the consummation of the ClubCorp Formation due to the forgiveness of $342.3 million of debt owed under the then existing secured credit facilities. The cancellation of indebtedness income not otherwise excluded will be deferred as further provided by Section 108 of the Internal Revenue Code of 1986, as amended (the "Code"). The calculation of the amount of cancellation of indebtedness income recognized in connection with the ClubCorp Formation is complex and involves significant judgments and interpretations on our part. Should the estimates and judgments used in our calculation of cancellation of indebtedness income prove to be inaccurate, our financial results could be materially affected.

We are controlled by affiliates of KSL, whose interests may be different than the interests of noteholders.

By reason of their majority ownership interest in our parent company, KSL and its affiliates have the ability to designate a majority of the members of our board of directors. KSL and its affiliates are able to control actions to be taken by us, including amendments to our certificate of incorporation and bylaws and the approval of significant corporate transactions, including mergers, sales of substantially all of our assets, distributions of our assets, the incurrence of indebtedness and any incurrence of liens on our assets. The interests of KSL and its affiliates may be materially different from the interests of our other stakeholders. For example, KSL and its affiliates may cause us to take actions or pursue strategies that could impact our ability to make payments under the indenture governing the notes and our Senior Secured Credit Facility or that cause a change in control. In addition, to the extent permitted by the indenture governing the notes and our Senior Secured Credit Facility, KSL and its affiliates may cause us to pay dividends rather than make capital expenditures.

All statements (other than statements of historical facts) in this prospectus regarding the prospects of the industry and our prospects, plans, financial position and business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "should," "expect," "intend," "estimate," "anticipate," "believe," "predict," "potential" or "continue" or the negatives of these terms or variations of them or similar terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. Such statements reflect the current views of our management with respect to our operations, results of operations and future financial performance. The following factors are among those that may cause actual results to differ materially from the forward-looking statements:

Some of the key factors that could cause actual results to differ from our expectations include:

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this prospectus. These forward-looking statements speak only as of the date of this prospectus. We do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, unless the securities laws require it to do so.

We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes, except that the exchange notes will be registered under the Securities Act and will not contain terms with respect to transfer restrictions, registration rights and additional payments upon a failure to fulfill certain of our obligations under the registration rights agreement. The outstanding notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any change in our capitalization.

The following table sets forth our cash and cash equivalents and total capitalization as of December 28, 2010. The information in this table should be read in conjunction with "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes included elsewhere in this prospectus.

In connection with the ClubCorp Formation, beginning on November 30, 2010, ClubCorp is incurring higher interest expense due to the issuance of the senior notes and the Senior Secured Credit Facility. Had this transaction occurred at the beginning of the fiscal year ended December 28, 2010, ClubCorp's pro forma interest expense would have been $88.4 million for the fiscal year ended December 28, 2010 compared to actual interest expense of $57.2 million. This higher pro forma interest expense for the pro forma period is due to higher interest rates on the new indebtedness incurred compared to the interest rates applicable to the loans under our prior credit facility.

The following table sets forth our selected financial data for the periods presented. Our fiscal year consists of a 52/53 week period ending on the last Tuesday of December. For 2008, our fiscal year was comprised of the 53 weeks ended December 30, 2008. For 2006, 2007, 2009 and 2010, our fiscal years were comprised of the 52 weeks ended December 26, 2006, December 25, 2007, December 29, 2009 and December 28, 2010, respectively.

On December 26, 2006, ClubCorp, Inc. consummated an Agreement and Plan of Merger (the "Merger") with affiliates of KSL. As a result of the Merger, assets and liabilities of ClubCorp, Inc. were recorded at fair values. The results of operations and balance sheet data for periods prior to December 26, 2006 relate to the "Predecessor." The balance sheet data as of December 26, 2006 and thereafter and results of operations data for the period ended December 25, 2007 and thereafter reflect the results of operations and balance sheet data of the "Successor."

The statements of operations data set forth below for the fiscal years ended December 30, 2008, December 29, 2009 and December 28, 2010, and the balance sheet data as of December 29, 2009 and December 28, 2010, are derived from our audited consolidated financial statements that are included elsewhere in this prospectus. The consolidated statements of operations data set forth below for the fiscal years ended December 26, 2006 and December 25, 2007 and the consolidated balance sheet data as of December 26, 2006, December 25, 2007 and December 30, 2008 are derived from our unaudited consolidated financial statements not included in this prospectus. The unaudited consolidated financial statements were prepared on a basis consistent with our audited consolidated financial statements and include, in the opinion of management, all adjustments necessary for the fair presentation of the financial information contained in those statements.

Prospective investors should read these selected financial data together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the related notes included elsewhere in this prospectus.

	Predecessor			Successor

	Fiscal Years Ended(1)
	December 26, 2006			December 25, 2007			December 30, 2008			December 29, 2009			December 28, 2010(3)
	(in thousands)
Statements of Operations Data:
Revenues:
Club operations	$	532,098		$	538,817		$	560,862		$	515,388		$	501,733
Food and beverage		215,095			224,050			218,960			191,778			192,022
Other revenues		14,687			4,282			3,637			2,467			2,882

Total revenues		761,880			767,149			783,459			709,633			696,637

Club operating costs exclusive of depreciation		534,634			516,469			530,152			461,260			458,241
Cost of food and beverage sales exclusive of depreciation		64,218			63,226			63,195			61,209			60,596
Depreciation and amortization		67,024			99,940			101,724			98,619			92,673
Provision for doubtful accounts		2,184			2,851			4,550			4,815			3,248
Loss (gain) on disposals and acquisitions of assets		4,744			8,858			3,880			6,473			(5,351	)
Impairment of assets		—			—			2,642			11,808			9,243
Merger related expenses		62,394			—			—			—			—
Selling, general and administrative expenses		45,349			48,970			45,136			39,266			38,946

Operating (loss) income from continuing operations		(18,667	)		26,835			32,180			26,183			39,041
Interest and investment income		8,006			10,540			4,290			2,684			714
Equity in earnings from unconsolidated ventures		2,383			851			1,514			706			1,309
Interest expense		(31,166	)		(105,408	)		(94,583	)		(58,383	)		(57,165	)
Merger related financing costs		(26,073	)		—			—			—			—
Change in fair value of interest rate cap agreements		—			(8,375	)		(10,454	)		2,624			(3,529	)
Gain on extinguishment of debt		—			—			—			—			334,412
Other income		1,042			220			7,387			6,006			3,929

(Loss) income before taxes		(64,475	)		(75,337	)		(59,666	)		(20,180	)		318,711
Income tax benefit (expense)		104,077			24,939			17,803			958			(57,109	)

Income (loss) from continuing operations		39,602			(50,398	)		(41,863	)		(19,222	)		261,602
(Loss) income from discontinued operations, net of tax		(7,562	)		(407	)		(23,584	)		(795	)		54
Loss from discontinued Non-Core Entities, net of tax		(33,544	)		(3,115	)		(4,134	)		(11,487	)		(8,779	)

Net income (loss)	$	(1,504	)	$	(53,920	)	$	(69,581	)	$	(31,504	)	$	252,877

Balance Sheet Data:
Cash and cash equivalents	$	126,618		$	91,578		$	213,289		$	73,568		$	56,531
Restricted cash		17,122			22,124			9,324			14,100			525
Total assets		2,483,593			2,414,526			2,429,663			2,163,515			1,780,929
Membership deposits—current portion(2)		22,585			25,867			31,240			38,161			51,704
Long-term debt (net of current portion)		1,133,978			1,417,492			1,512,994			1,391,367			772,079
Membership deposits(2)		163,325			177,311			192,624			205,253			211,624
Total (deficit) equity		267,000			(40,977	)		(116,074	)		(244,357	)		231,029

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with the consolidated financial statements and related notes that are included elsewhere in this prospectus. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" or in other parts of this prospectus.

expansive network of clubs and our focus on facilities, recreation and social programming differentiates us from our competitors and enhances our ability to attract members across a number of desirable demographic groups.

In connection with the ClubCorp Formation, in the fiscal year ended December 28, 2010, we recorded a gain on extinguishment of debt of $334.4 million.

In connection with the ClubCorp Formation, ClubCorp distributed its Non-Core Entities to affiliates of KSL. The financial results of such entities are presented as discontinued Non-Core Entities.

A significant percentage of our revenues are derived from membership dues, and these dues together with the geographic diversity of our clubs, help to provide us with a recurring revenue base that limits the impact of fluctuations in regional economic conditions. The recent economic environment has negatively impacted our business and the private club industry generally, resulting in declines in revenues due to decreased membership and overall visitation and usage. Additionally, in December 2010, we ceased operating the Nashville City Club in Nashville, Tennessee and the Renaissance Club in Detroit, Michigan (however, members of the former Renaissance Club remain members of Skyline Club also in Detroit, Michigan), and we ceased operating First City Club in Savannah, Georgia in February 2011. However, we believe our efforts to position our clubs as focal points for their local communities by offering a lifestyle that appeals to the entire family of our members has created increased member loyalty which has mitigated attrition rates in our membership base compared to the industry as a whole. We also actively manage our variable costs and focus on labor productivity to maintain profit margins and drive financial performance. We believe the strength of our clubs and the stability of our membership will enable us to maintain our position as an industry leader in the future.

We are in the business of private club ownership and management and, as one of the largest operators of private clubs in the world; we enjoy economies of scale and a leadership position. Going forward we will look to strategically expand and upgrade our portfolio. In fiscal year 2010, we opened a new alumni club at Texas Tech University in Lubbock, Texas and acquired Country Club of the South outside Atlanta, Georgia. Additionally, our targeted capital investment program is expected to yield positive financial results as we upgrade our facilities to improve our members experience and the appearance of our private club product. In addition to renovations made at our clubs we are in the process of updating our website and member relationship management systems.

Our success depends on our ability to attract and retain members at our clubs and maintain or increase usage of our facilities. Historically, we have experienced varying levels of membership enrollment and attrition rates and, in certain areas, decreased levels of usage of our facilities. Although we devote substantial efforts to ensuring that members and guests are satisfied, many of the factors affecting club membership and facility usage are beyond our control. Significant periods where attrition rates exceed enrollment rates or where facilities usage is below historical levels would have a material adverse effect on our business, operating results and financial position. We have various programs at our clubs targeted at decreasing our future attrition rate by increasing member satisfaction and usage. These programs take a proactive approach to getting current and newly enrolled members involved in activities and groups that go beyond the physical club, in addition to granting members a small number of discounts on meals and other items in order to increase their familiarity with their club's amenities.

The golf industry is highly fragmented, characterized by stabilizing supply and demand, varied ownership structures and strong consumer appeal. Data from the National Golf Foundation shows that since 2006, golf industry supply has declined indicating the industry is still overcoming a supply and demand imbalance caused by a dramatic increase in the number of facilities in the 1990s. According to the National Golf Foundation, 2010 represented the fifth consecutive year in which facility closures outnumbered openings with 75 net 18-hole equivalent golf facility closures.

We believe that the golf industry overall will benefit as baby boomers (individuals born between 1946 and 1964) enter the peak leisure phase of their lives. According to publications by the National Golf Foundation the private golf club industry captures a more affluent segment of baby boomers than the industry as a whole. Members of the baby-boomer generation are currently in transition from their professional peak earning years and will soon begin retiring at an unprecedented rate with the first wave of baby boomers reaching the age of 65 in 2011. According to the U.S. Census Bureau, there will be a projected 18% increase in the U.S. population aged 55 to 64 from 2010 through 2020. Data from the Congressional Budget Office and Federal Reserve indicate that baby-boomer households own more than 50 percent of the value of all outstanding financial assets in the U.S. financial market. As a result, the aging of the baby-boomer generation also has potentially favorable implications for the golf industry as the greatest number of rounds played occurs in the 65 and over age category of golfers, based on data collected by the National Golf Foundation.

Our quarterly results fluctuate as a result of a number of factors. Usage of our country club and golf facilities declines significantly during the first and fourth quarters, when colder temperatures and shorter days reduce the demand for golf and golf-related activities. Our business clubs typically generate a greater share of their yearly revenues in the fourth quarter, which includes the holiday and year-end party season. In addition, the fourth quarter consists of 16 or 17 weeks of operations and the first, second and third fiscal quarters each consist of 12 weeks. As a result of these factors, we usually generate a disproportionate share of our revenues and cash flows in the second, third and fourth quarters of each year and have lower revenues and profits in the first quarter. The timing of purchases, sales, leases of facilities, or divestitures, has also caused and may cause our results of operations to vary significantly in otherwise comparable periods.

Our results can also be affected by non-seasonal and severe weather patterns. Periods of extremely hot, cold or rainy weather in a given region can be expected to reduce our golf-related revenue for that region. Similarly, extended periods of low rainfall can affect the cost and availability of water needed to irrigate our golf courses and can adversely affect results for facilities in the region impacted. Keeping turf grass conditions at a satisfactory level to attract play on our golf courses requires significant amounts of water. Our ability to irrigate a course could be adversely impacted by a drought or other water shortage. A severe drought affecting a large number of properties could materially adversely affect our business and results of operations.

Our future operating results and financial condition will be impacted by the ClubCorp Formation. As a result of the ClubCorp Formation and as discussed in "Unaudited Pro Forma Consolidated Financial Data", we will incur increased interest expense as a result of higher above aggregate interest rates on our outstanding indebtedness. In addition, our taxpayer status has changed due to taxable gains triggered by the ClubCorp Formation that utilized our net operating loss carryforwards.

Total revenues recorded in our two principle business segments (1) golf and country clubs and (2) business, sports and alumni clubs are comprised mainly of revenues from membership dues, food and beverage operations, golf operations and membership upgrade products. Operating costs and expenses recorded in our two principle business segments primarily consist of labor expenses, food and beverage costs, golf course maintenance costs and general and administrative costs.

Other operations not allocated to our two principle business segments are comprised of primarily income from arrangements with third parties for access privileges, expenses associated with corporate overhead, shared services and intercompany eliminations made in the consolidation between these other operations and our two principle business segments.

We offer a network of products, services and amenities through membership upgrades that provide access to our extensive network of clubs and leverage our alliances with other clubs, facilities and properties. For example, our reciprocal access program allows our members, for incremental monthly dues, to have access to our network of clubs in certain geographical areas, which is arranged by our in-house travel concierge. The membership upgrade revenues associated with our network of clubs are recorded in the two principle business segments (1) golf and country clubs and (2) business, sports and alumni clubs. The membership upgrade revenues associated with access privileges to third party clubs, facilities and properties are recorded in other operations.

We evaluate segment performance and allocate resources based on each Segment Adjusted EBITDA. We consider Segment Adjusted EBITDA an important indicator of our operational strength and performance of our business. We have included Segment Adjusted EBITDA because it is a key financial measure used by our management to (i) assess our ability to service our debt or incur debt and meet our capital expenditure requirements and (ii) internally measure our operating performance. Segment Adjusted EBITDA is defined as net income before discontinued operations, interest and investment income, interest expense and the change in fair value of interest rate cap agreements, income taxes, loss on disposal and impairment of assets, depreciation and amortization, translation gain and loss, proceeds from business interruption insurance, severance payments, the negative EBITDA impact related to estimated settlement for unclaimed property accrued during fiscal year 2009, fees and expenses paid to an affiliate of KSL, acquisition costs and amortization of fair value adjustments in investments in joint ventures. Segment Adjusted EBITDA for all periods presented has been calculated using this definition. Segment Adjusted EBITDA should not be construed as an alternative to, or a better indicator of, operating income or loss, is not based on accounting principles generally accepted in the United States of America, and is not necessarily a measure of our cash flows or ability to fund our cash needs. Our measurements of Segment Adjusted EBITDA may not be comparable to similar titled measures reported by other companies.

Our fiscal year consists of a 52/53 week period ending on the last Tuesday of December. For 2008, the fiscal year comprised the 53 weeks ended December 30, 2008. For 2009 and 2010, the fiscal years were comprised of the 52 weeks ended December 29, 2009 and December 28, 2010, respectively.

The following table presents our financial operating results as a percent of our total revenues for the periods indicated.

		Years Ended

Consolidated Statement of Operations		December 30, 2008			% of Revenue			December 29, 2009			% of Revenue			December 28, 2010			% of Revenue
		(dollars in thousands)
Club operations		$	560,862			71.59	%	$	515,388			72.63	%	$	501,733			72.02	%
Food and beverage			218,960			27.95	%		191,778			27.02	%		192,022			27.56	%
Other revenues			3,637			0.46	%		2,467			0.35	%		2,882			0.41	%

	Total revenues		783,459						709,633						696,637
Direct and selling, general, and administrative expenses:
Club operating costs exclusive of depreciation			530,152			67.67	%		461,260			65.00	%		458,241			65.78	%
Cost of food and beverage sales exclusive of depreciation			63,195			8.07	%		61,209			8.63	%		60,596			8.70	%
Depreciation and amortization			101,724			12.98	%		98,619			13.90	%		92,673			13.30	%
Provision for doubtful accounts			4,550			0.58	%		4,815			0.68	%		3,248			0.47	%
Loss (gain) on disposals/acquisitions of assets			3,880			0.50	%		6,473			0.91	%		(5,351	)		-0.77	%
Impairment of assets			2,642			0.34	%		11,808			1.66	%		9,243			1.33	%
Selling, general and administrative			45,136			5.76	%		39,266			5.53	%		38,946			5.59	%

Operating income from continuing operations			32,180			4.11	%		26,183			3.69	%		39,041			5.60	%
Interest and investment income			4,290			0.55	%		2,684			0.38	%		714			0.10	%
Equity in earnings from unconsolidated ventures			1,514			0.19	%		706			0.10	%		1,309			0.19	%
Interest expense			(94,583	)		-12.07	%		(58,383	)		-8.23	%		(57,165	)		-8.21	%
Change in fair value of interest rate cap agreements			(10,454	)		-1.33	%		2,624			0.37	%		(3,529	)		-0.51	%
Gain on extinguishment of debt			—			0.00	%		—			0.00	%		334,412			48.00	%
Other income			7,387			0.94	%		6,006			0.85	%		3,929			0.56	%

(Loss) income before income taxes			(59,666	)		-7.62	%		(20,180	)		-2.84	%		318,711			45.75	%
Income tax benefit (expense)			17,803			2.27	%		958			0.13	%		(57,109	)		-8.20	%

(Loss) income from continuing operations			(41,863	)		-5.34	%		(19,222	)		-2.71	%		261,602			37.55	%
(Loss) income from discontinued clubs, net of income tax benefit of $11,706 and $284, in 2008 and 2009, respectively and income tax expense of $3 in 2010			(23,584	)		-3.01	%		(795	)		-0.11	%		54			0.01	%
Income (loss) from discontinued Non-Core Entities, net of income tax benefit of $957 and $6,844 in 2008 and 2009 respectively and income tax expense of $6,748 in 2010			(4,134	)		-0.53	%		(11,487	)		-1.62	%		(8,779	)		-1.26	%

Net (loss) income			(69,581	)		-8.88	%		(31,504	)		-4.44	%		252,877			36.30	%
Loss attributable to noncontrolling interests			(348	)		-0.04	%		2,766			0.39	%		1,620			0.23	%

(Loss) income attributable to ClubCorp		$	(69,929	)		-8.93	%	$	(28,738	)		-4.05	%	$	254,497			36.53	%

The process of preparing financial statements in conformity with GAAP requires us to use estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes included elsewhere in this prospectus. We base these estimates and assumptions upon the best information available to us at the time the estimates or assumptions are made. Accordingly, our actual results could differ materially from our estimates. The most significant estimates made by management includes the average expected life of an active membership used to amortize initiation fees and deposits, our weighted average borrowing rate used to accrete membership initiation deposit liability, and inputs for impairment testing of goodwill, intangibles and long-lived assets. The following is a discussion of our critical accounting policies and the related management estimates and assumptions used in determining the value of related assets and liabilities. A full description of all of our significant accounting policies is included in Note 2 to our audited consolidated financial statements included elsewhere in this prospectus.

Revenues from club operations, food and beverage and merchandise sales are recognized when the service is provided and are reported net of sales taxes. Revenues from membership dues are billed monthly and recognized in the period earned. Service charges in excess of amounts paid to employees are recognized in revenue. The monthly dues are expected to cover the cost of providing membership services and are generally adjusted annually depending on national or regional economic conditions, which could limit our ability to increase revenues from membership dues. Prepaid dues are recognized as income over the prepayment period. Revenue from initiation fees and deposits are recognized as described below.

At the majority of our private clubs, members are expected to pay an initiation fee or deposit upon their acceptance as a member to the club. These initiation fees and deposits vary in amount based on a variety of factors such as the supply and demand for our services in each particular market, number of golf courses or breadth of amenities available to the members and the prestige of the club. In general, initiation fees are not refundable, but initiation deposits are refundable after a number of years. The majority of our initiation fees are deferred and recognized over the average expected life of an active membership which is seven years for golf and country club memberships and five years for business, sports and alumni club memberships for the periods presented. The majority of our initiation deposits are refundable after a fixed number of years (generally 30 years), following the date of acceptance of a member. We recognize revenue related to these initiation deposits over the average expected life of an active membership. For initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized as initiation fees and deposits revenue on a straight-line basis over the average expected life of an active membership. The present value of the refund obligation is recorded as an initiation deposit liability in our consolidated balance sheet and accretes over the nonrefundable term using the effective interest method with an interest rate defined as our weighted average borrowing rate adjusted to reflect a 30-year time frame. The accretion is included in interest expense.

The calculation of the average expected life of an active membership is a critical estimate in the recognition of revenues and expenses associated with initiation fees and deposits and is used for the amortization associated with our membership relationship intangibles. Average expected life of an active membership is calculated separately for business, sports and alumni clubs and golf and country clubs by taking the inverse of the total number of members lost in a particular period divided by the total number of members at the end of the prior period. This base-level calculation is performed at the end of each fiscal year, using a 10-year rolling average of each year's data to determine the average

expected life of an active membership to be used in the upcoming year. Periods in which attrition rates differ significantly from enrollment rates could have a material effect on our consolidated financial statements by decreasing or increasing the average expected life of an active membership, which in turn would affect the length of time over which we recognize revenues and expenses associated with our initiation fees and deposits. Because initiation fees and deposits generally have minimal direct incremental costs associated with them, a change in our average expected life of an active membership would likely materially affect our results of operations. Based on our analysis for 2011, the average expected life of an active membership will decrease from seven to six years for golf and country club memberships and five to four years for business, sports and alumni club memberships, which is expected to decrease revenue by approximately $0.3 million for the fiscal year ended December 27, 2011.

In accordance with FASB ASC Topic 360, accounting standards related to "Accounting for the Impairment or Disposal of Long-Lived Assets," our long-lived assets to be held and used and to be disposed of are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment charges are recorded as a component of operating income or loss in our consolidated statements of operations.

For assets held for sale, fair value is determined using information on known purchase price commitments from potential buyers, less estimated incremental direct costs to sell the property in question. Changes in purchase prices due to market conditions, a potential buyer's due diligence process or other factors beyond our control such as the emergence of unanticipated selling costs can materially affect estimates of fair value and the amount of impairment charges recorded in a particular period.

For assets to be held and used, we perform a recoverability test to determine if the future undiscounted cash flows over our expected holding period for the property exceed the carrying amount of the assets of the property in question. If the recoverability test is not met, fair value is determined by comparing the carrying value of the property to its future discounted cash flows using a risk-adjusted discount rate. Future cash flows of each property are determined using management's projections of the performance of a given property based on its past performance and expected future performance given changes in marketplace, local operations and other factors both within our control and out of our control. Additionally, we review current property appraisals when available to assess recoverability. Actual results that differ from these estimates can generate material differences in impairment charges recorded, and ultimately, net income or loss in our consolidated statements of operations and the carrying value of properties on our consolidated balance sheet.

For the years ended December 28, 2010, December 29, 2009 and December 30, 2008, impairment charges of long-lived assets of $0.6 million, $2.3 million and $0.2 million, respectively, were recognized as a component of operating income in our consolidated statements of operations.

We classify intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. Intangibles specifically related to an individual property are recorded at the property level. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite lived intangibles are also evaluated upon the occurrence of such costs, but not less than annually. FASB ASC Topic 820 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. We test

our trade name intangible assets, which are indefinite lived, utilizing the relief from royalty method to determine the estimated fair value for each trade name which is classified as a Level 3 measurement under FASB ASC Topic 820. The relief from royalty method estimates our theoretical royalty savings from ownership of the intangible asset. Key assumptions used in this model include discount rates, royalty rates, growth rates, sales projections and terminal value rates. We recorded impairment of trade names of $8.6 million, $9.4 million and $2.4 million in the years ended December 28, 2010, December 29, 2009 and December 30, 2008, respectively, included in impairment of assets in our consolidated statements of operations.

We evaluate goodwill for impairment at the reporting unit level (golf and country clubs and business, sports and alumni clubs). Goodwill is allocated to each reporting unit based on an estimate of its relative fair value. When testing for impairment, we first compare the fair value of our reporting units to the recorded values. Reporting units are defined as an operating segment or one level below. Valuation methods used to determine fair value include analysis of the discounted future free cash flows that a reporting unit is expected to generate ("Income Approach") and an analysis is based upon a comparison of reporting units to similar companies utilizing a purchase multiple of earnings before interest, taxes, depreciation and amortization ("Market Approach"). These valuations are considered Level 3 measurements under FASB ASC Topic 820. Management utilizes estimates to determine the fair value of the reporting units. Significant estimates used by management include future cash flows projections, growth rates, capital needs, projected margins and the discount rate, among other factors.

If the carrying amount of the reporting units exceeds its fair value, goodwill is considered potentially impaired and a second step is performed to measure the amount of impairment loss. In the second step of the goodwill impairment test, we compare the implied value of the reporting unit's goodwill with carrying value of that unit's goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied value, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination under FASB ASC Topic 810. Accordingly, the fair value of a reporting unit is allocated to all the assets and liabilities of that unit, including intangible assets, and any excess of the value of the reporting unit over the amounts assigned to its assets and liabilities is the implied value of its goodwill.

We test goodwill for impairment annually on the first day of our last fiscal quarter. Based on this analysis, no impairment of goodwill was recorded at December 30, 2008, December 29, 2009, or December 28, 2010, respectively. We are not currently aware of any material events that would cause us to reassess the fair value of our goodwill and trade name intangible assets. Estimates utilized in the future evaluations of goodwill for impairment could differ from estimates used in the current period calculations. Unfavorable future estimates could result in an impairment of goodwill. The most significant assumptions used in the Income Approach to determine the fair value of our reporting units in connection with impairment testing include: (i) the discount rate, (ii) the expected long-term growth rate and (iii) future cash flows projections. If we used a discount rate that was 50 basis points higher or used an expected long-term growth rate that was 50 basis points lower or used future cash flows projections that were 50 basis points lower in our impairment analysis of goodwill performed in 2010, then each change individually would not have resulted in any reporting unit's carrying value exceeding its fair value.

As of December 28, 2010, we had allocated $119.8 million of goodwill to our golf and country club segment and $152.2 million of goodwill to our business, sports and alumni club segment.

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of

events that have been recognized in our financial statements or tax returns. Judgment is required in addressing the future tax consequences of events that have been recognized in our financial statements or tax returns (e.g., realization of deferred tax assets, changes in tax laws or interpretations thereof). In addition, we may be subject to examination of our income tax returns by the Internal Revenue Service and other tax authorities. A change in the assessment of the outcomes of such matters could materially impact our consolidated financial statements. We may be liable for proposed tax liabilities and the final amount of taxes paid may exceed the amount of applicable reserves, which could reduce our profits.

We account for uncertain tax positions in accordance with FASB ASC 740. The guidance prescribes a financial statement recognition threshold and measurement attribute for tax positions taken or expected to be taken in a tax return. Specifically, it clarifies that an entity's tax benefits must be "more likely than not" of being sustained assuming that its tax reporting positions will be examined by taxing authorities with full knowledge of all relevant information prior to recording the related tax benefit in the financial statements. If the position drops below the "more likely than not" standard, the benefit can no longer be recognized. Assumptions, judgment and the use of estimates are required in determining if the "more likely than not" standard has been met when developing the provision for income taxes. A change in the assessment of the "more likely than not" standard could materially impact our financial statements. As of December 28, 2010 and December 29, 2009, we had unrecognized tax benefits of $53.2 million and $8.5 million, respectively. We recognize accrued interest and penalties related to uncertain tax positions as a component of income tax expense. Income tax expense for 2010 includes interest expense and penalties net of tax of $0.5 million. Prior to December 28, 2010, no interest or penalties were recorded related to unrecognized tax benefits.

The following table presents key financial information derived from our consolidated statement of operations for the fiscal year ended December 29, 2009 and December 28, 2010. References in the financial tables to percentage changes that are not meaningful are denoted by "NM":

	Fiscal Years Ended

	Dec. 29, 2009			Dec. 28, 2010			Change			% Change
	(dollars in thousands)
Total revenues	$	709,633		$	696,637		$	(12,996	)		-1.8	%
Club operating costs and expenses exclusive of depreciation(1)		527,284			522,085			(5,199	)		-1.0	%
Depreciation and amortization		98,619			92,673			(5,946	)		-6.0	%
Loss (gain) on disposals and acquisitions of assets		6,473			(5,351	)		(11,824	)		182.7	%
Impairment of assets		11,808			9,243			(2,565	)		-21.7	%
Selling, general and administrative expenses		39,266			38,946			(320	)		-0.8	%

Operating income from continuing operations		26,183			39,041			12,858			49.1	%
Interest and investment income		2,684			714			(1,970	)		-73.4	%
Equity in earnings from unconsolidated ventures		706			1,309			603			85.4	%
Interest expense		(58,383	)		(57,165	)		1,218			-2.1	%
Change in fair value of interest rate cap agreements		2,624			(3,529	)		(6,153	)		-234.5	%
Gain on extinguishment of debt		—			334,412			334,412			NM
Other income		6,006			3,929			(2,077	)		-34.6	%

(Loss) income before income taxes		(20,180	)		318,711			338,891			NM
Income tax benefit (expense)		958			(57,109	)		(58,067	)		NM

(Loss) income from continuing operations	$	(19,222	)	$	261,602		$	280,824			NM

Total revenues of $696.6 million decreased $13.0 million, or 1.8%, for the fiscal year ended December 28, 2010 compared to the fiscal year ended December 29, 2009 as economic challenges impacted all operating divisions and areas of revenue. Golf and country club revenues decreased $2.5 million, or 0.5%, primarily due to decreases in dues revenue and golf operations revenue. The decline was largely driven by a lower membership base and unusually wet weather in the first quarter of 2010. Business, sports and alumni club revenues decreased $8.5 million, or 4.6%, primarily due to decreases in dues revenue and food and beverage ala carte revenues as a result of a lower membership base.

Club operating costs and expenses decreased $5.2 million, or 1.0%, for the fiscal year ended December 28, 2010 compared to the fiscal year ended December 29, 2009 primarily as a result of management of variable labor costs and cost of goods sold associated with the decline in revenues.

Gain on disposal of assets for the fiscal year ended December 28, 2010 was comprised primarily of insurance proceeds of $2.5 million, eminent domain proceeds from a county of $1.5 million, bargain purchase gain on the purchase of a country club of $1.2 million, gain on the sale of property in Mexico of $3.0 million, and a $2.8 million loss from other transactions in the normal course of business. Loss on disposal of assets for the fiscal year ended December 29, 2009 was comprised primarily of asset retirements and other transactions in the normal course of business of $10.0 million and net loss on the sale of one country club of $1.7 million, offset by insurance and other proceeds of $5.2 million.

The following table presents key financial information for our golf and country clubs for the fiscal year ended December 29, 2009 and December 28, 2010:

Total revenues for golf and country clubs decreased $2.5 million, or 0.5%, for the fiscal year ended December 28, 2010 compared to the fiscal year ended December 29, 2009 primarily due to decreases in membership dues and golf operations revenue. Membership dues decreased 1.6% due to a 0.5% decline in overall membership count combined with lower average monthly dues per membership. The decline in average dues per membership was a result of a migration of a portion of our membership from higher dues paying full golf member categories to young executive golf, social and athletic member categories that require lower monthly dues commitment. Golf operations revenue decreased 2.3% due to lower green fees and cart fees resulting from a 6.1% decline in golf rounds. This decline was primarily due to unusually cold and wet weather during the first quarter of 2010 that resulted in a decline in golf rounds.

Segment Adjusted EBITDA decreased $3.9 million, or 2.7%, for the fiscal year ended December 28, 2010 compared to the fiscal year ended December 29, 2009 as a result of decreased revenues, partially offset by a related decrease in operating costs and expenses. Segment Adjusted EBITDA margin declined 60 basis points for the fiscal year ended December 28, 2010 to 27.3% compared to 27.9% for the fiscal year ended December 29, 2009 due to loss of higher margin dues and golf operations revenue.

The following table presents key financial information for our business, sports and alumni clubs for the fiscal year ended December 29, 2009 and December 28, 2010:

Total revenues for business, sports and alumni clubs decreased $8.5 million, or 4.6%, for the fiscal year ended December 28, 2010 compared to the fiscal year ended December 29, 2009 primarily due to decreases in membership dues and food and beverage revenues. Membership dues decreased 8.0% due to a 4.9% decline in overall membership count combined with lower average monthly dues per member. Member referral programs that provided dues discounts to referring members helped stimulate membership sales that were negatively impacted by the economic conditions but contributed to the decline in average dues per member. Food and beverage revenues decreased 1.3% primarily as a result of lower ala carte dining. Ala carte revenue decreased 10.1% due to a decline in volume as a result of lower member counts and 3.9% decrease in amounts spent per member.

Segment Adjusted EBITDA decreased $5.4 million, or 15.1%, for the fiscal year ended December 28, 2010 compared to the fiscal year ended December 29, 2009 as a result of decreased revenues, partially offset by a related decrease in operating costs and expenses. Variable labor costs and cost of goods sold decreased with associated decreases in food and beverage revenue. Segment Adjusted EBITDA margin declined 210 basis points for the fiscal year ended December 28, 2010 to 17.2% compared to 19.3% for the fiscal year ended December 29, 2009 due to loss of higher margin dues revenue.

The following table presents key financial information derived from our consolidated statement of operations for the fiscal years ended December 30, 2008 and December 29, 2009:

	Fiscal Years Ended

	Dec. 30, 2008			Dec. 29, 2009			Change			% Change
	(dollars in thousands)
Total revenues	$	783,459		$	709,633		$	(73,826	)		-9.4	%
Club operating costs and expenses exclusive of depreciation(1)		597,897			527,284			(70,613	)		-11.8	%
Depreciation and amortization		101,724			98,619			(3,105	)		-3.1	%
Loss on disposals of assets		3,880			6,473			2,593			66.8	%
Impairment of assets		2,642			11,808			9,166			346.9	%
Selling, general and administrative expenses		45,136			39,266			(5,870	)		-13.0	%

Operating income from continuing operations		32,180			26,183			(5,997	)		-18.6	%
Interest and investment income		4,290			2,684			(1,606	)		-37.4	%
Equity in earnings from unconsolidated ventures		1,514			706			(808	)		-53.4	%
Interest expense		(94,583	)		(58,383	)		36,200			-38.3	%
Change in fair value of interest rate cap agreements		(10,454	)		2,624			13,078			-125.1	%
Other income		7,387			6,006			(1,381	)		-18.7	%

Loss before income taxes		(59,666	)		(20,180	)		39,486			-66.2	%
Income tax benefit		17,803			958			(16,845	)		-94.6	%

Loss from continuing operations	$	(41,863	)	$	(19,222	)	$	22,641			-54.1	%

Total revenues of $709.6 million decreased $73.8 million, or 9.4%, for the fiscal year ended December 29, 2009 compared to the fiscal year ended December 30, 2008. The impact of the fiscal year ended December 30, 2008 having 53 weeks compared to 52 weeks in the fiscal year ended December 29, 2009 ("2008 53^rd week impact") attributed approximately $11.5 million, or 1.5%, of the decrease. The remaining decrease of $62.3 million, or 7.9%, was due to economic challenges that impacted all operating divisions and areas of revenue. Golf and country club revenues decreased $39.2 million, or 6.9%. The 2008 53^rd week impact attributed approximately $7.9 million, or 1.4%, of the decrease while $31.3 million, or 5.5%, of the decrease was primarily due to decreases in golf operations revenue, food and beverage revenues and dues revenue as a result of lower member counts and declines in golf rounds and food and beverage volume. Business, sports and alumni club revenues decreased $31.4 million, or 14.6%. The 2008 53^rd week impact attributed approximately $2.2 million, or 1.0%, of the decrease while $29.2 million, or 13.6%, of the decrease was primarily due to decreases in food and beverage revenues and dues revenue as a result of lower member counts and a general decline in large corporate events which typically drive higher private party revenue.

Club operating costs and expenses decreased $70.6 million, or 11.8%, for the fiscal year ended December 29, 2009 compared to the fiscal year ended December 30, 2008. The 2008 53^rd week impact attributed approximately $10.0 million or 1.7%, of the decrease while the remaining $60.6 million, or 10.1%, of the decrease was primarily as a result of management of variable labor costs and cost of goods sold associated with the decline in revenues. In addition, we implemented rigid cost controls to effectively control margins in response to decreases in revenue. Effective management of variable costs and certain controllable fixed costs resulted in significant improvements in Segment Adjusted EBITDA margins.

Loss on disposal of assets for the fiscal year ended December 29, 2009 was comprised primarily of asset retirements and other transactions in the normal course of business of $10.0 million and net loss on the sale of one country club of $1.7 million, offset by insurance proceeds and cash of $5.2 million. Loss on disposal of assets for the fiscal year ended December 30, 2008 was comprised of asset retirements in the normal course of business of $7.5 million, $3.5 million loss from hurricane damages, offset by insurance proceeds of $7.1 million.

Selling, general and administrative expenses decreased $5.9 million, or 13.0%, for the fiscal year ended December 29, 2009 compared to the fiscal year ended December 30, 2008. The 2008 53^rd week impact attributed approximately $0.9 million, or 1.9%, of the decrease while the remaining $5.0 million, or 11.1%, was due to cost cutting initiatives undertaken during 2009 in response to decreased revenues.

Interest expense decreased $36.2 million, or 38.3%, for the fiscal year ended December 29, 2009 compared to the fiscal year ended December 30, 2008. The 2008 53^rd week impact attributed approximately $1.0 million, or 1.1%, of the decrease while the remaining $35.2 million, or 37.2%, of the decrease was due to lower interest rates during 2009. The majority of our debt had variable interest rates based on a weighted average spread above 30-day LIBOR rates which fluctuated based on economic conditions. The average 30-day LIBOR rate for the fiscal year ended December 29, 2009 declined 87.6% compared to the fiscal year ended December 30, 2008 as a result of the depressed economy.

The following table presents key financial information for our golf and country clubs for the fiscal year ended December 29, 2009 compared to the fiscal year ended December 30, 2008:

Total revenues for golf and country clubs decreased $39.2 million, or 6.9% for the fiscal year ended December 29, 2009 compared to the fiscal year ended December 30, 2008. The 2008 53^rd week impact attributed approximately $7.9 million, or 1.4%, of the decrease while $31.3 million, or 5.5%, of the decrease was primarily due to decreases in golf operations revenue, food and beverage revenues and membership dues revenue. Golf revenue decreased $17.0 million, or 12.2%, as golf rounds played decreased 3.7% due to lower membership and exceptionally wet weather in the fourth quarter of 2009. Food and beverage revenue decreased $9.1 million, or 7.5%, due to declines in both ala carte and private party revenue. Ala carte revenue decreased 7.4% as a result of declines in both volume, due to lower member count, and average amounts spent per member. Food and beverage discount programs

were implemented in the first half of 2009 to drive ala carte volume but negatively impacted average amounts spent per member. Food and beverage programming was successful in driving a 1.3% increase in ala carte meals per member, but did not outpace the overall decline in volume due to decreased membership and lower golf rounds. Private party revenue decreased 9.4% due to declines in volume, particularly in higher revenue generating corporate events, as economic uncertainty was negatively impacting corporate business spend. Dues revenue decreased $5.0 million, or 1.9%, due to a decline in member counts, partially offset by price increases taken in the first half of 2009.

Segment Adjusted EBITDA increased $3.2 million, or 2.2%, for the fiscal year ended December 29, 2009 compared to the fiscal year ended December 30, 2008. The 2008 53^rd week impact attributed a decrease of approximately $2.7 million, or 1.9%, offset by an increase of $5.9 million, or 4.1% despite decreased revenues. Variable labor costs and cost of goods sold decreased with associated decreases in revenue. Cost controls and expense management was a focus during 2009 driving targeted reductions in golf course maintenance and general and administrative expenses. In addition, strategic pricing contracts in our larger deregulated markets resulting in significant utilities savings. Comprehensive management of expenses resulted in Segment Adjusted EBITDA margin improvement of 250 basis points for the fiscal year ended December 29, 2009 to 27.9% compared to 25.4% for the fiscal year ended December 30, 2008.

The following table presents key financial information for our business, sports and alumni clubs for the fiscal year ended December 29, 2009 compared to the fiscal year ended December 30, 2008:

Total revenues for business, sports and alumni clubs decreased $31.4 million, or 14.6%, for the fiscal year ended December 29, 2009 compared to the fiscal year ended December 30, 2008. The 2008 53^rd week impact attributed approximately $2.2 million, or 1.0%, of the decrease while $29.2 million, or 13.6%, of the decrease was primarily due to decreases in food and beverage revenues and membership dues revenue. Food and beverage revenue decreased $16.7 million, or 16.8%, due to declines in both ala carte and private party revenue. Ala carte revenue decreased 14.8% due to lower member count and as a result of declines in both volume and average amounts spent per member. Food and beverage discount programs were implemented in the first half of 2009 to drive ala carte volume but negatively impacted amount spent per member. Food and beverage programming was successful in driving a 4.8% increase in ala carte meals per member but did not outpace the overall decline in volume due to decreased membership. Private party revenue decreased 20.1% due to declines in volume, particularly in higher revenue generating corporate events, as economic uncertainty was negatively impacting corporate business spend. Membership dues decreased $11.5 million, or 11.4%, due to an 8.7% decline in overall membership count combined with lower average monthly dues per member. Member referral programs that provided dues discounts to referring members helped stimulate membership sales that were negatively impacted by the economic conditions but contributed to the decline in average dues per member.

Segment Adjusted EBITDA decreased $9.4 million, or 20.9%, for the fiscal year ended December 29, 2009 compared to the fiscal year ended December 30, 2008. The 2008 53^rd week impact attributed approximately $0.8 million, or 1.9%, of the decrease while the remaining $8.6 million, or

19.0% of the decrease is resulting from decreased revenues, partially offset by a related decrease in operating costs and expenses. Variable labor costs and cost of goods sold decreased with associated decreases in revenue. Although cost controls and expense management was a focus for 2009 and effectively mitigated a significant portion of the revenue decline, overall Segment Adjusted EBITDA margin decreased 150 basis points for the fiscal year ended December 29, 2009 to 19.3% compared to 20.8% for the fiscal year ended December 30, 2008 due to the decrease in high margin dues revenue.

Our primary goal as it relates to liquidity and capital resources is to attain and retain the right level of debt and cash to maintain our properties, fund expansions at our properties, make distributions to our equityholders and be poised for external growth in the marketplace. During the last few years, our focus has been on strengthening our cash position and reducing our debt in order to support these goals. Our cash position excluding discontinued Non-Core Entities has decreased to $56.5 million as of December 28, 2010 compared to $73.6 million as of December 29, 2009. The primary reason for the decrease was cash flows from financing activities due to the net repayment of debt as a part of the ClubCorp Formation offset by cash flows from operations.

Historically, we have financed our operations and cash needs primarily through cash flows from operations and debt. We anticipate using cash flows from operations in 2011 principally to fund planned capital replacement expenditures, repay debt and build cash reserves. We expect to use our cash reserves over the next twelve months to grow and expand our business through a combination of improvements and expansions of existing facilities, as well as club acquisitions, on which we spent a combined amount of approximately $50.3 million in 2010. Based on our current projections, we believe our current assets and cash flows from operations are sufficient to meet our anticipated working capital and operating needs for the next 12 months as well as to support our anticipated capital expenditures and debt service.

Our cash flows from operations were $81.6 million, $124.2 million and $148.4 million for the years ended December 30, 2008, December 29, 2009 and December 28, 2010, respectively. In addition to our daily operating transactions, a key component of our annual operating cash comes from our membership programs. Initiation deposits and fees represent advance initiation payments when a member joins one of our clubs. Initiation deposits are generally not refundable until a fixed number of years (generally 30 years) after the date of acceptance as a member while initiation fees are typically not refundable. Cash from initiation deposits is used to fund our normal operations. Revenue recognition of these initiation deposits is deferred and amortized as discussed above in "—Critical Accounting Policies and Estimates." We allow new members to defer and finance a portion of the initiation payments as an incentive for them to join at certain clubs.

During the years ended December 30, 2008, December 29, 2009 and December 28, 2010, we used $89.8 million, $32.4 million and $41.8 million, respectively, for improving and expanding our existing properties. In addition, in the fiscal year ended December 28, 2010, we used $7.4 million on the acquisition of Country Club of the South and $1.1 million on the development of Texas Tech University Club which was opened in 2010. During the fiscal year ended December 28, 2010, we collected $14.0 million on a note receivable from an affiliate of KSL and had $13.6 million in cash released from previously restricted funds. We had $8.2 million of restricted funds that were funds escrowed for payment of property taxes and insurance which are no longer required to be escrowed by our debt agreements. Additionally, we had $4.4 million of restricted funds released in connection with a litigation settlement in 2010. For 2011, we are considering additional investments to improve and expand our existing properties and acquire new properties.

Cash used in financing activities relates primarily to transactions related to our debt, distributions to our owners and the distribution of Non-Core Entities to affiliates of KSL. We increased our debt by nearly $71.4 million in the fiscal year ended December 30, 2008. We decreased our debt by $125.8 million in the fiscal year ended December 29, 2009. During the fiscal year ended December 28, 2010, we repaid our existing debt facility with Citigroup, entered into a new debt agreement with Citigroup, including a $310 million term loan, and issued $415 million in senior unsecured notes. These transactions resulted in a net cash payment of $298.8 million. Additionally, we received a contribution from our owners of $260.5 million and distributed a net $37.0 million to affiliates of KSL as a part of the ClubCorp Formation. We made a distribution to our owners of $90.4 million in the fiscal year ended December 29, 2009.

Our cash and cash equivalents excluding discontinued Non-Core Entities increased by $121.7 million, decreased by $139.7 million, and decreased by $17.0 million in the years ended December 30, 2008, December 29, 2009 and December 28, 2010, respectively.

The nature of our business requires us to invest a significant amount of capital in our existing properties to maintain them. For the years ended December 30, 2008, December 29, 2009 and December 28, 2010, we expended approximately $43.8 million, $25.1 million and $34.9 million, respectively, in maintenance. We anticipate spending approximately $35.0 million in capital expenditures relating to capitalized maintenance in the fiscal year 2011.

In addition to maintaining our properties, we also spend discretionary capital to expand and improve existing properties and to enter into new business opportunities. Capital expansion funding totaled approximately $46.0 million, $7.3 million and $15.4 million for the years ended December 30, 2008, December 29, 2009 and December 28, 2010, respectively. We anticipate spending an additional $20.0 million in the fiscal year 2011 for expansion and improvement projects we feel have a high potential for return on investment. This amount could increase if acquisition opportunities are identified that fit our strategy to expand our business through select acquisitions.

2006 Citigroup Debt Facility—In 2006, an affiliate of ClubCorp, Inc. entered into a debt agreement with Citigroup which resulted in a Mortgage loan, a Senior Mezzanine loan, a Junior Mezzanine loan, and a revolving loan facility (collectively, the "2006 Citigroup Debt Facility"), which was initially to mature in January 2010. The loans were collateralized by the majority of our owned golf and country clubs, the two full-service resorts that were sold in connection with the ClubCorp Formation, and the operations of the business, sports and alumni clubs. Payments on the notes were interest only during the term of the loans with principal due at maturity; interest rates were variable based on 30 day LIBOR rates.

For all periods presented prior to November 30, 2010, balances under the 2006 Citigroup Debt Facility, as well as related interest expense including loan amortization fees have been allocated between ClubCorp's continuing and Non-Core discontinued liabilities based on relative asset balances. Management believes such allocations are reasonable.

In July 2008, we paid $8.0 million in principal on the long term debt facility in conjunction with the refinancing of two properties described below. In October 2008, we voluntarily paid $12.4 million in principal on the long term debt facility. In May 2009, we paid $0.7 million in principal on the long term debt facility in conjunction with the sale of one property. In June 2009 and November 2009, we

voluntarily paid $98.8 million and $20.6 million, respectively, in principal on the long term debt facility. In June 2010 and November 2010, we voluntarily paid $20.6 million and $50.4 million, respectively, in principal on the long term debt facility.

On November 30, 2010, in connection with the ClubCorp Formation, we repaid $826.9 million in principal on the long term debt facility and $105.3 million on the revolving loan facility and Citigroup forgave the remaining $342.3 million of debt under 2006 Citigroup Debt Facility thereby terminating the 2006 Citigroup Debt Facility. The resulting gain of $342.3 million was recorded in Gain on Extinguishment of Debt in the consolidated statement of operations.

The debt allocated to the Non-Core discontinued operations of $266.1 million is included in liabilities of discontinued Non-Core Entities as of December 29, 2009, and was repaid as part of the 2010 net distribution to KSL affiliates attributable to the sale of Non-Core Entities and the ClubCorp Formation.

2010 Citigroup Debt Facility—On November 30, 2010, we entered into the Senior Secured Credit Facility with Citigroup which is comprised of (i) a $310.0 million term loan facility and (ii) a revolving credit facility with a maximum borrowing limit of $50.0 million, which includes letter of credit and swing line facilities. The term loan facility matures November 30, 2016 and the revolving credit facility expires on November 30, 2015. Under the credit agreement, ClubCorp has the option to increase the term loan facility by up to $50.0 million and the revolving credit facility by up to an additional $25.0 million, both subject to conditions and restrictions in the credit agreement.

All obligations under the Senior Secured Credit Facility are guaranteed by ClubCorp's immediate parent company, CCA Club Operations Holdings, LLC, and each existing and all subsequently acquired or organized direct and indirect restricted subsidiaries of ClubCorp (collectively, the "guarantors"), other than certain excluded subsidiaries. The Senior Secured Credit Facility is secured, subject to permitted liens and other exceptions, by a first-priority perfected security interest in substantially all the assets of ClubCorp, and the guarantors, including, but not limited to (1) a perfected pledge of all the domestic capital stock owned by ClubCorp and the guarantors, and (2) perfected security interests in and mortgages on substantially all tangible and intangible personal property and material fee-owned property of ClubCorp and the guarantors, subject to certain exclusions.

We are required to make principal payments equal to 0.25% of the original term loan facility on the last business day of each of March, June, September and December beginning in March 2011. Beginning with the fiscal year ended December 27, 2011, we are required to prepay the outstanding term loan, subject to certain exceptions, by an amount equal to 50% of our excess cash flows, as defined by the credit agreement, each fiscal year end after our annual consolidated financial statements are delivered. This percentage may decrease if certain leverage ratios are achieved. Additionally, we are required to prepay the term loan facility with proceeds from certain asset sales or borrowings as defined by the credit agreement. The foregoing mandatory prepayments will be applied to the scheduled principal payments of the term loan facility in inverse order of maturity other than the principal payment due on the maturity date.

We may voluntarily repay outstanding loans under the Senior Secured Credit Facility in whole or in part upon prior notice without premium or penalty, other than certain fees incurred in connection with repaying, refinancing, substituting or replacing the existing term loans with new indebtedness.

The interest rate on the Senior Secured Credit Facility is the higher of (i) 6.0% or (ii) an elected LIBOR plus a margin of 4.5%. We may elect a one, two, three or six-month LIBOR. The interest payment is due on the last day of each elected LIBOR period.

We are also required to pay a commitment fee on all undrawn amounts under the revolving credit facility, payable in arrears on the last business day of each March, June, September and December.

The credit agreement governing the Senior Secured Credit Facility limits ClubCorp's (and most or all of ClubCorp subsidiaries') ability to:

As of December 28, 2010, we were in compliance with all covenant restrictions under the Senior Secured Credit Facility.

In addition, the credit agreement governing the Senior Secured Credit Facility contains covenants that require ClubCorp and its restricted subsidiaries to maintain specified financial ratios on a rolling four quarter basis beginning with the fiscal quarter ending March 22, 2011 as shown in the following table:

While the debt covenants are not in effect until the end of our first quarter, 2011, the following table shows the financial ratios as of December 28, 2010 for continuing operations:

	Fiscal Years Ended

	December 30, 2008			December 29, 2009			December 28, 2010
	(dollars in thousands)
Net (loss) income	$	(69,581	)	$	(31,504	)	$	252,877
Interest expense		94,583			58,383			57,165
Income tax expense		(17,803	)		(958	)		57,109
Interest and investment income		(4,290	)		(2,684	)		(714	)
Depreciation and amortization		101,724			98,619			92,673

EBITDA		104,633			121,856			459,110
Management fees(a)		1,339			1,135			1,150
Impairments and write-offs(b)		2,642			11,808			9,243
Employee termination costs(c)		3,273			1,698			529
Foreign currency gain(d)		5,971			(118	)		146
Noncontrolling interest—expense(e)		348			36			346
Acquisition transaction adjustment—revenue(f)		18,705			13,681			9,274
Acquisition transaction adjustment—equity investment basis(g)		2,070			2,045			2,048
Discontinued and divested operations loss(h)		27,718			12,282			8,725
Equity investment expense net of cash distributions(i)		(220	)		27			354
Loss/gain on disposals and acquisitions of assets(j)		3,880			6,473			(5,351	)
Franchise taxes(k)		72			280			270
Non-cash gains related to mineral rights(l)		(6,166	)		(5,088	)		(3,927	)
Unclaimed property accrual(m)		—			3,024			—
Acquisition transaction costs(n)		1,774			—			—
Business interruption reimbursements(o)		(943	)		(816	)		—
Change in fair value of interest rate cap agreements(p)		10,454			(2,624	)		3,529
Costs of surety bonds(q)		26			16			26
Non-recurring charges(r)		—			—			752
Gain on extinguishment of debt(s)		—			—			(334,412	)
Property tax accrual—California Proposition 13(t)		418			430			430

Adjusted EBITDA	$	175,994		$	166,145		$	152,242

(b): Represents impairment charges related to impairment of trade names and impairment of carrying value of assets.
(c): Represents employee termination costs from reductions in force.
(d): Represents currency translation gains and losses.
(e): Represents income or expense attributable to noncontrolling equity interests of continuing operations.
(f): Represents revenues relating to initiation deposits and fees that would have been recognized in the applicable period had such deferred revenue not been written off in connection with the purchase of ClubCorp, Inc. by affiliates of KSL on December 26, 2006.
(g): Represents amortization of step-up in basis of joint venture investments recorded as part of purchase of ClubCorp, Inc. by affiliates of KSL on December 26, 2006.
(h): Represents income (loss) from discontinued operations and income (loss) from discontinued Non-Core Entities.
(i): Represents equity investment income or expense less an amount equal to the actual cash distributions from said investments.
(j): Represents gain or loss on disposals and write-offs or acquisitions of fixed assets and businesses in ordinary course of business.
(k): Represents franchise and commercial activity taxes for certain states that are based on equity, net assets or gross revenues.
(l): Represents amortization of deferred revenue related to proceeds received from third parties in connection with certain surface right agreements that allow them to explore for and produce oil and natural gas on certain properties.
(m): Represents accrual for estimated liability related to ongoing unclaimed property exposure.
(n): Represents legal and professional fees related to the acquisition of ClubCorp, Inc. by affiliates of KSL on December 26, 2006.
(o): Represents business interruption insurance proceeds received from insurance carriers in 2008 for the Oak Pointe County Club clubhouse fire and in 2009 for the April Sound Country Club clubhouse fire.
(p): Represents change in the fair value of our interest cap agreements.
(q): Represents costs of our surety bonds relating to financing activities.
(r): Represents non-recurring charges in connection with the ClubCorp Formation.
(s): Represents the gain on extinguishment of debt in connection with the ClubCorp Formation.
(t): Represents accrual for estimated property tax liabilities related to the state of California's Proposition 13 resulting from the acquisition of ClubCorp, Inc. by affiliates of KSL on December 26, 2006.

Subject to certain exceptions, the indenture governing the notes permits us and our restricted subsidiaries to incur additional indebtedness, including secured indebtedness.

On November 30, 2010, we issued $415.0 million in senior unsecured notes, bearing interest at 10.0% and maturing December 1, 2018. The interest is payable semiannually in arrears on June 1 and December 1 each year, beginning June 1, 2011. The indenture governing the notes limits our (and most or all of our subsidiaries') ability to:

Subject to certain exceptions, the indenture governing the notes permits us and our restricted subsidiaries to incur additional indebtedness, including secured indebtedness. As of December 28, 2010, we were in compliance with all covenant restrictions under the indenture governing the notes.

In July 2008, we entered into a new mortgage loan with General Electric Capital Corporation ("GECC") for $32.0 million of debt maturing in July 2011 with 25-year amortization. We have the right to extend the term of the loan for successive years up to July 2013 upon satisfaction of certain conditions of the loan agreement. As of December 28, 2010, we meet the conditions and intend to extend the loan to July 2012. The loan is collateralized by the assets of two golf and country clubs.

In October, 2010, we entered into a new mortgage loan with Atlantic Capital Bank for $4.0 million of debt maturing in 2015 with 25-year amortization. The loan is collateralized by the assets of one golf and country club. Interest rates are variable based on 30-day LIBOR rates.

As of December 28, 2010, our other debt and capital leases totaled $22.3 million.

We are not aware of any off-balance sheet arrangements as of December 28, 2010. The following tables summarize our total contractual obligations and other commercial commitments and their respective payment or commitment expiration dates by year as of December 28, 2010:

(1): Long term debt consists of $310.0 million under the Senior Secured Credit Facility, $415.0 million outstanding notes and $40.2 million of other debt. Our new revolving credit facility of $50.0 million under the Senior Secured Credit Facility is not included in long-term debt.
(2): Interest on long-term debt includes interest of 10.0% on our $415.0 million outstanding notes, interest on our $310.0 million secured term loan facility, interest on the GECC mortgage loan and interest on all other debt. Interest on the secured term loan facility is the higher of (i) 6.0% or (ii) an elected LIBOR plus a margin of 4.5% less the impact of the interest rate cap agreement that limits our exposure on the elected LIBOR to 3.0% on a notional amount of $155.0 million. For purposes of this table, we have assumed an interest rate of 6.0% on the secured term loan facility for all future periods which is the rate as of December 28, 2010.
(3): Represents the estimated fair value of initiation deposits based on the discounted value of future maturities using our weighted average cost of capital. See Note 2 of the notes to the audited consolidated financial statements included elsewhere in this prospectus. The initiation deposits are refundable at maturity upon written notice by the member and we have redeemed approximately 1.6% of total deposits received as of December 28, 2010. The present value of the initiation deposit obligation is recorded as a liability on our consolidated balance sheets and accretes over the nonrefundable term using the effective interest method. At December 28, 2010, the gross amount of the initiation deposit obligation was $683.6 million.
(4): Consists of insurance reserves for general liability and workers' compensation of $18.1 million, of which $6.5 million is classified as current.
(5): Excludes obligations for uncertain income tax positions of $45.7 million. We are unable to predict when, and if, cash payments on any of this accrual will be required.

Inflation has not had a significant impact on us. As operating costs and expenses increase, we generally attempt to offset the adverse effects of increased costs by increasing prices in line with industry standards. However, we are subject to the risks that our costs of operations will increase and we will be unable to offset those increases through increased dues, fees or prices without adversely affecting demand. In addition to inflation, factors that could cause operating costs to rise include, among other things, increased labor costs, lease payments at our leased facilities, energy costs and property taxes.

A portion of Accounting Standards related to "Improving Disclosures about Fair Value Measurements" will become effective for interim and annual reporting periods beginning after December 15, 2010. This portion requires disclosure of purchases, sales, issuances and settlements in the reconciliation of Level 3 fair value measurements, as well as more detailed disclosures of Level 3 inputs. The impact of the adoption of this portion of the standard will require expanded disclosures in our 2011 consolidated financial statements.

Our indebtedness consists of both fixed and variable rate debt facilities. The interest rate on our Senior Secured Credit Facility is the higher of (i) 6.0% ("Floor") or (ii) an elected LIBOR plus a margin of 4.5% less the impact of the interest rate cap agreement that limits our exposure on the elected LIBOR to 3.0% on a notional amount of $155.0 million. As of December 28, 2010, the LIBOR rate was 0.3%; therefore, our interest rate was the Floor. The LIBOR rate would have to exceed 1.5%

to overcome the Floor. As of December 28, 2010, our variable rate debt consisted of $36.0 million of mortgage notes, which carry variable interest rates based on the 30-day LIBOR plus a specified margin. A hypothetical 0.50% increase in LIBOR rates applicable to borrowings under our variable rate debt instruments would result in an estimated increase of $0.2 million per year of interest expense.

Our investments in foreign economies includes three golf properties in Mexico and one business club in China. Conducting business in currencies other than U.S. dollars subjects us to fluctuations in currency exchange rates that could have a negative impact on our financial results. We translate the value of foreign currency denominated amounts into U.S. dollars and we report our consolidated financial results of operations in U.S. dollars. Because the value of the U.S. dollar fluctuates relative to other currencies, revenues that we generate or expenses that we incur in other currencies could significantly increase or decrease our revenues or expenses as reported in U.S. dollars. Total foreign currency denominated revenues and expenses comprised approximately 1.1% and 1.3% of our consolidated revenues and expenses, respectively, for fiscal year ended December 28, 2010.

Fluctuations in the value of the U.S. dollar relative to other currencies could also significantly increase or decrease foreign currency transaction gains and losses which are reflected as a component of club operating costs. Total foreign currency transaction losses for the fiscal year ended December 28, 2010 were $0.1 million.

We are one of the largest owners and managers of private golf, country, business, sports and alumni clubs in North America, with a network of clubs that includes over 147,000 memberships and 350,000 individual members. As of December 28, 2010, we owned or operated 98 golf and country clubs and 55 business, sports and alumni clubs in 25 states, the District of Columbia, and two foreign countries. Our business is a relationship business with a member-oriented philosophy. As a result, we position our clubs to provide our members with comprehensive facilities and programs, as well as sports and social interactions, which provide a focal point for the local community. We believe that our expansive network of clubs and our focus on facilities, recreation and social programming differentiates us from our competitors and enhances our ability to attract members across a number of desirable demographic groups. Most importantly, our clubs offer a lifestyle that is designed to appeal to the entire family, resulting in member loyalty which we believe translates financially into a more economically resilient leisure product and allows us a greater ability to capture discretionary leisure spending than traditional clubs. A significant percentage of our revenues are derived from membership dues, which provides a stable recurring revenue base. Furthermore, the geographic diversity of our clubs, limits the impact of adverse regional weather patterns and economic conditions.

Our portfolio of golf properties includes a broad offering of clubs designed to appeal to a diverse membership base but with a specific focus on the mass affluent market segment, which we define as households with annual income of $75,000 or greater. These clubs include marquee world-renowned golf clubs, such as the Firestone Country Club in Akron, Ohio (site of the World Golf Championships—Bridgestone Invitational) and Mission Hills Country Club in Rancho Mirage, California (home of the Kraft Nabisco Championship). In addition to the clubs mentioned above, we own established regional and local private golf and country clubs that we believe are conveniently located to our members. These include clubs in urban and suburban locations, such as Gleneagles Country Club (over 1,700 members as of December 28, 2010) outside of Dallas, Texas, and Coto de Caza Golf & Racquet Club (over 1,800 members as of December 28, 2010) in Orange County, California. We also own and manage well known business, sports and alumni clubs, such as the Boston College Club in Boston, Massachusetts, the Metropolitan Club in Chicago, Illinois, the City Club of Washington in Washington, D.C., and the University of Texas Club in Austin, Texas. Our alumni clubs are associated with universities with significant alumni networks, and are designed to provide a connection between the university and its alumni and faculty. Our business clubs are generally located in office towers or business complexes and cater to business executives, professionals and entrepreneurs with a need to meet, network and socialize in a private, upscale location. Our sports clubs include a variety of fitness and racquet facilities. In addition, we offer a network of products, services and amenities through membership upgrades that provide access to our extensive network of clubs and leverage our alliances with other clubs, facilities and properties. For example, for incremental monthly dues our reciprocal access program allows our members to have access to clubs in certain geographical areas, which is arranged by our in-house travel concierge.

Founded in 1957 with one country club in Dallas, Texas, we were one of the first companies to enter into the professional ownership and operation of golf and country club businesses. In 1966, we established our first business club on the belief that we could profitably expand our operations by applying our golf club management skills and member-oriented philosophy to a related line of business. In 1999, having reached a critical mass, we began selling various upgrade programs that offer participating members reciprocal access to virtually all of our clubs, providing our members more choices for a wide variety of products, services and amenities. As of December 28, 2010, over 38% of our members take advantage of one or more of our membership upgrade programs, that offer participating members access to virtually all of our clubs and other clubs, facilities and properties through usage arrangements, for incremental monthly dues, a key element of ClubCorp's business

strategy. We remained family owned until December 2006, when we were acquired for $1.6 billion by affiliates of KSL, a private equity firm specializing in travel and leisure businesses.

Our operations are organized into two principal business segments: (1) golf and country clubs, which accounted for 75.0% of consolidated operating revenues for 2010 and (2) business, sports and alumni clubs, which accounted for 25.0% of consolidated and combined operating revenues for 2010.

The following charts provide a breakdown of consolidated operating revenues from continuing operations for 2010 by type and by region:

The golf industry is a highly fragmented competitive landscape with approximately 4,300 private golf clubs in the United States, and just 11.8% of which were under corporate management according to the National Golf Foundation. The top 12 golf management companies, including ClubCorp, own or manage just 292 golf clubs, or 6.8% of all private golf clubs. We believe that there are just four companies that each own or operate more than 25 private golf and country clubs in the United States. In addition, based on statistics provided by the National Golf Foundation, we believe we are the largest owner and manager of private golf clubs, with nearly twice as many private golf clubs as our closest competitor.

As one of the largest owners of private clubs in the United States, we enjoy substantial economies of scale in management, marketing and purchasing over member owned and individual private clubs. For example, we are a member of a purchasing cooperative of hospitality companies, which allows us to better control costs associated with operating our clubs. We also publish our own award-winning quarterly lifestyle magazine, Private Clubs, which we use to showcase our facilities, our strategic products and services, marketing relationships and other content that is relevant to our members. We are able to pass along to our members the value derived from these economies of scale in the form of professional management, lower costs, access to multiple clubs and greater amenities and benefits of membership. This helps to further differentiate our clubs from those of our competitors, thereby further driving membership retention and growth.

opportunities, such as through the acquisition and rehabilitation of underperforming clubs. We intend to maintain our leadership position by continuing to capitalize on the following competitive strengths:

Note: Membership for the fiscal year ended December 28, 2010 was 147,687 and annualized retention for the fiscal year ended December 28, 2010 was 79.4%.

Fundamental to ClubCorp's business is the belief that private clubs represent a significant business opportunity for a company to apply professional sales and management skills with the dedication to personal service necessary to attract and retain members. Our principal objective is to maximize our revenues and profitability by providing a superior delivery of high quality club and golf experiences to our members and guests. To achieve this objective, we intend to continue to:

We primarily operate private golf and country clubs, for which we believe demand is generally more resilient to economic cycles than public golf facilities and other hospitality assets. We expect that positive long-term recreational, travel and tourism spending trends and demographic shifts will increase the demand for our clubs and services generally and our golf-related services in particular.

Our extensive network of clubs allows us to provide numerous value-added services and amenities to our members that are not available from individual privately-owned clubs. For example, we offer our members, generally for incremental monthly dues, various reciprocity programs whereby members can use certain of the other clubs we own and other clubs with which we have usage arrangements. In addition, we have established arrangements with world-renowned restaurants, hotels, resorts, retailers and other alliances that provide other benefits, further enhancing the value proposition for our members.

Our policy of not assessing our members for capital improvements together with our network of properties, facilities and products significantly differentiates us from the vast majority of member-owned golf country clubs and gives our members a high level of certainty over the potential expenditures they could otherwise encounter as a club member, which we believe makes our members more comfortable joining one of our clubs.

The private club industry generally requires members to pay an upfront fee to join and then pay recurring dues on a periodic (generally monthly) basis. In non-member-owned clubs, these payments typically come in two forms: initiation fees and initiation deposits. Initiation deposits, which are typically limited to our more prestigious golf clubs, are generally refundable after a specified period of years. Initiation fees, which are typical in our business clubs and mid-market golf clubs, are generally nonrefundable. However, the memberships associated with these initiation payments may be transferable. Transferable membership types typically allow a resigning member to essentially sell his membership, through the club, to a new member in exchange for receiving a portion of the initiation payment paid by the new member, not to exceed the initiation payment originally paid by the resigning member. Membership initiation payments depend both on the type of club, its location and its competition, and can range from a few hundred dollars to tens of thousands of dollars. Membership dues payments are typically received on a monthly basis, which provides a relatively stable and recurring source of revenue for us. For the fiscal year ended December 28, 2010, approximately 47.4% of our revenues came in the form of membership dues and 1.5% of our revenues came in the form of the amortization of upfront membership initiation payments.

We offer a network of products, services and amenities through membership upgrades that provide access to our extensive network of clubs and leverages our alliances with other clubs, facilities and

properties and serves as a point of differentiation to our competitors. For example, for incremental monthly dues, our reciprocal access program allows our members to have access to clubs in certain geographical areas, which is arranged by our in-house travel concierge. These programs are not limited to clubs owned and operated by us, and we enter into usage arrangements with other clubs both domestically and internationally.

We have also established arrangements with restaurants, such as Emeril Lagasse and The Capital Grille, resorts such as Barton Creek Resort & Spa and The Homestead, and hotels such as The Ritz-Carlton, Hyatt, and numerous other alliances that provide additional benefits to our members. We make reservations within our network of clubs and other properties convenient for members by providing an in-house travel concierge (ClubLine), and by offering access to an inventory of VIP tickets through our own web portal (TicketLine).

Our clubs offer a lifestyle that is appealing to the entire family of our members, resulting in member loyalty and which translates into greater ability to capture discretionary leisure spending than traditional clubs. Certain of our clubs offer tennis facilities in which we may earn court fees, spas and food and beverage outlets where we earn ancillary revenues as well as extensive programming such as kids camps, swim teams, golf or tennis lessons, where members further utilize our facilities. We believe a greater product offering, when appropriate for the marketplace, enhances the members' ability to utilize the club and appeals to broader family members and therefore creates greater value to the membership.

Our size provides significant economies of scale across our portfolio. In March 2001, we participated in the formation of a purchasing cooperative of hospitality companies, which allows us to better control costs associated with operating our clubs. We are also able to provide centralized sales and marketing expertise, capital expenditure oversight, a national golf cart leasing program, and golf course maintenance oversight, including a national agronomist who assists in the maintenance of our golf courses and provides expertise in chemical usage and water management.

Our operations are organized into two principal business segments: (1) golf and country clubs and (2) business, sports and alumni clubs.

Our portfolio of 98 golf and country club facilities is comprised of 77 private golf and country clubs and 14 semi-private golf clubs with a combined total of approximately 80,000 memberships as of December 28, 2010, and seven public golf facilities.

Operating revenues for our country club and golf facilities segment consist primarily of membership revenues (comprised primarily of membership dues and, to a lesser extent, initiation payments), golf revenues (comprised mainly of cart rental fees and greens fees for guests of members, public play and outings (e.g., tournaments and charity fundraisers)) and food and beverage sales (comprised of a la carte dining and private events). We have focused our operations in this segment on private and semi-private clubs because of our expertise in managing membership-based facilities, the relative competitive position of such clubs as compared to public courses and the general stability of recurring membership dues. For the fiscal year ended December 28, 2010, our country club and golf facilities segment generated consolidated operating revenues of $523.8 million, representing approximately 75.0% of our total consolidated operating revenues.

Our portfolio of 55 business, sports and alumni clubs is comprised of 34 business clubs, 15 business and sports clubs and 6 alumni clubs, with a combined total of approximately 67,500 memberships as of December 28, 2010. Each of our business clubs includes dining rooms, bar areas, private meeting rooms, and media and telecommunications equipment providing a technologically-enabled work area. We have recently embarked on a renovation program for our business clubs to strategically design and meet the varying needs of four distinct member personas: the "Power Host," the "Active Connector," the "Office Away Member" and the "Comfort Seeker." The Power Host is primarily satisfied by our fine dining rooms and private event spaces; the Active Connector is primarily satisfied by our business networking and charitable programs; the Office Away Member is primarily satisfied by our business services, flexible work areas, and small conference rooms; and the Comfort Seeking Member is primarily satisfied by our anytime lounge, creative casual cuisine, and fun elements such as 103-inch plasma televisions installed in some of our media rooms. In addition, our 15 business and sports clubs combine the ambiance and amenities of our business clubs with the facilities of premier sports clubs, providing an array of facilities which may include racquetball, squash, tennis and basketball courts, jogging tracks, exercise areas, free-weights, weight machines, aerobic studios, or swimming pools. We have partnerships with six leading universities to offer alumni clubs in a variety of on-campus, in-stadium, or city center locations. Our business, sports and alumni clubs are located in 16 of the top 25 Metropolitan Statistical Areas, including, but not limited to, the City Club on Bunker Hill in Los Angeles, The Metropolitan Club in Chicago, the Columbia Tower Club in Seattle, the City Club of Washington DC, the Buckhead Club in Atlanta and the Boston College Club in Boston. Operating revenues for our business, sports and alumni clubs segment consist primarily of monthly membership dues and food and beverage sales. For the fiscal year ended December 28, 2010, our business, sports and alumni clubs segment generated consolidated operating revenues of $175.8 million, representing approximately 25.0% of our total consolidated operating revenues.

We promote our clubs through extensive marketing and sales programs, which include direct marketing to targeted audiences, promotional programs, print media advertising in lifestyle and industry publications, and marketing initiatives directed at attracting underrepresented groups at our clubs such as executive women and young executives. Additionally, we market directly to many of our members and guests through our websites and internet presence, including using social media outlets and individual club newsletters, which provide detailed information regarding our clubs. We also publish our own award-winning quarterly lifestyle magazine, Private Clubs, which we use to showcase our facilities, our strategic products and services, marketing relationships and other content that is relevant to our members.

We also host a number of nationally recognized golf tournaments affiliated with, among others, the PGA Tour, the LPGA Tour, the Champions Tour and the R&A Group, which increase our market exposure. Tournaments hosted by us during 2010 include the Bridgestone Invitational at Firestone Country Club, the Kraft Nabisco Championship at Mission Hills Country Club, the Triton Financial Classic at the Hills Country Club at Lakeway and the British Open qualifier at Gleneagles Country Club. Our clubs perennially appear on national and local "best of" lists for golf, tennis and dining. In 2010, Firestone Country Club ranked 11^th on the Golf World Readers' Choice Awards—Top 50 Private Clubs, Diamante Golf Club ranked 38^th on America's 50 Toughest Golf Courses, and Southern Trace Country Club, the Hills Country Club at Lakeway and Diamante Golf Club were each named in their respective states to the Golf Digest "Best by State" rankings.

As of December 28, 2010, our portfolio consists of 153 clubs located in 25 states, the District of Columbia, and two foreign countries. We own 77 clubs in fee simple, lease 48 business, sports and alumni clubs on long-term space leases, hold the leasehold interest in 13 golf and country clubs, hold joint venture partnerships in 7 clubs, and hold management contracts for 8 clubs.

The following tables illustrate our clubs by location, type of club, and size either in terms of golf holes or square footage, respectively, for golf and country clubs or business, sports and alumni clubs.

Golf and Country Clubs Segment by Region	Type of Club	MSA / Market	State

*California Region*
Aliso Viejo Golf Club	Private Country Club	Orange County	CA	18
Braemar Country Club	Private Country Club	Los Angeles	CA	36
Canyon Crest Country Club	Private Country Club	Riverside	CA	18
Coto De Caza Golf & Racquet Club	Private Country Club	Orange County	CA	36
Crow Canyon Country Club	Private Country Club	San Francisco	CA	18
Desert Falls Country Club	Private Country Club	Palm Springs	CA	18
Morgan Run Club & Resort	Private Country Club	San Diego	CA	27
Porter Valley Country Club	Private Country Club	Los Angeles	CA	18
Shadowridge Country Club	Private Country Club	San Diego	CA	18
Spring Valley Lake Country Club	Private Country Club	Victorville	CA	18
Airways Golf Club	Public Golf	Fresno	CA	18
Empire Ranch Golf Club	Public Golf	Sacramento	CA	18
Indian Wells Country Club	Private Country Club	Palm Springs	CA	36
Mission Hills Country Club	Private Country Club	Palm Springs	CA	54
Teal Bend Golf Club	Public Golf	Sacramento	CA	18
Turkey Creek Golf Club	Public Golf	Sacramento	CA	18
Granite Bay Golf Club	Private Country Club	Sacramento	CA	18

Golf and Country Clubs Segment by Region	Type of Club	MSA / Market	State

*Texas Region*
April Sound Country Club	Private Country Club	Houston	TX	27
Bay Oaks Country Club	Private Country Club	Houston	TX	18
Brookhaven Country Club	Private Country Club	Dallas	TX	54
Canyon Creek Country Club	Private Country Club	Dallas	TX	18
The Club at Cimarron	Private Country Club	Mission	TX	18
Fair Oaks Ranch Golf & Country Club	Private Country Club	San Antonio	TX	36
The Club at Falcon Point	Private Country Club	Houston	TX	18
Gleneagles Country Club	Private Country Club	Dallas	TX	36
Hackberry Creek Country Club	Private Country Club	Dallas	TX	18
Hearthstone Country Club	Private Country Club	Houston	TX	27
The Clubs of Kingwood at Deerwood	Private Country Club	Houston	TX	18
The Clubs of Kingwood at Kingwood	Private Country Club	Houston	TX	72
Las Colinas Country Club	Private Country Club	Dallas	TX	18
Lost Creek Country Club	Private Country Club	Austin	TX	18
Oakmont Country Club	Private Country Club	Dallas	TX	18
Shady Valley Golf Club	Private Country Club	Dallas	TX	18
Stonebriar Country Club	Private Country Club	Dallas	TX	36
Stonebridge Country Club	Private Country Club	Dallas	TX	18
The Ranch Country Club at Stonebridge	Private Country Club	Dallas	TX	27
Lakeway Country Club	Semi-Private Golf Club	Austin	TX	36
Flintrock Golf Club at Lakeway	Private Country Club	Austin	TX	18
The Hills Country Club at Lakeway	Private Country Club	Austin	TX	18
Timarron Country Club	Private Country Club	Dallas	TX	18
Trophy Club Country Club	Private Country Club	Dallas	TX	36
Walnut Creek Country Club	Private Country Club	Dallas	TX	36
Wildflower Country Club	Private Country Club	Waco	TX	18
Willow Creek Golf Club	Private Country Club	Houston	TX	18
*West Region*
Anthem Golf & Country Club	Private Country Club	Phoenix	AZ	18
Ironwood Club at Anthem	Private Country Club	Phoenix	AZ	18
Gainey Ranch Golf Club	Private Country Club	Phoenix	AZ	27
Seville Golf & Country Club	Private Country Club	Phoenix	AZ	18
Aspen Glen Club	Private Country Club	Rocky Mountain	CO	18
Canyon Gate Country Club	Private Country Club	Las Vegas	NV	18
Bear's Best Las Vegas	Public Golf	Las Vegas	NV	18
*Midwest Region*
Knollwood Country Club	Private Country Club	South Bend	IN	36
Nicklaus Golf Club at LionsGate	Private Country Club	Kansas City	KS	18
Oak Pointe Country Club	Private Country Club	Detroit	MI	36
Firestone Country Club	Private Country Club	Akron	OH	63
Quail Hollow Country Club	Private Country Club	Cleveland	OH	36
Silver Lake Country Club	Private Country Club	Akron	OH	18

Golf and Country Clubs Segment by Region	Type of Club	MSA / Market	State

*Mid-Atlantic Region*
Devils Ridge Golf Club	Private Country Club	Raleigh/Durham	NC	18
Lochmere Golf Club	Semi-Private Golf Club	Raleigh/Durham	NC	18
Nags Head Golf Club	Semi-Private Golf Club	Outer Banks	NC	18
Neuse Golf Club	Semi-Private Golf Club	Raleigh/Durham	NC	18
The Currituck Golf Club	Semi-Private Golf Club	Outer Banks	NC	18
Bluegrass Yacht & Country Club	Private Country Club	Nashville	TN	18
Greenbrier Country Club	Private Country Club	Norfolk	VA	18
Piedmont Club	Private Country Club	Washington, D.C.	VA	18
River Creek Club	Private Country Club	Washington, D.C.	VA	18
Stonehenge Golf & Country Club	Private Country Club	Richmond	VA	18
The Club at Viniterra	Private Country Club	Richmond	VA	18
*Northeast Region*
Ipswich Country Club	Private Country Club	Boston	MA	18
Diamond Run Golf Club	Private Country Club	Pittsburgh	PA	18
Treesdale Golf & Country Club	Private Country Club	Pittsburgh	PA	27
*Southeast Region*
Diamante Golf Club	Private Country Club	Hot Springs Village	AR	18
Countryside Country Club	Private Country Club	Tampa	FL	27
Debary Golf & Country Club	Semi-Private Golf Club	Orlando	FL	18
Deercreek Country Club	Private Country Club	Jacksonville	FL	18
East Lake Woodlands Country Club	Private Country Club	Clearwater	FL	36
Haile Plantation Golf & Country Club	Private Country Club	Gainesville	FL	18
Hunter's Green Country Club	Private Country Club	Tampa	FL	18
Monarch Country Club	Private Country Club	Palm Beaches	FL	18
Queens Harbour Yacht & Country Club	Semi-Private Golf Club	Jacksonville	FL	18
Tampa Palms Golf & Country Club	Private Country Club	Tampa	FL	18
Eagle Ridge Country Club	Semi-Private Golf Club	Gainesville	FL	36
The Preserve Golf Club	Public Golf	Gainesville	FL	18
Stone Creek Golf Club	Semi-Private Golf Club	Gainesville	FL	18
Country Club of Gwinnett	Semi-Private Golf Club	Atlanta	GA	18
Country Club of the South	Private Country Club	Atlanta	GA	18
Eagles Landing Country Club	Private Country Club	Atlanta	GA	27
Northwood Country Club	Private Country Club	Atlanta	GA	18
Bear's Best Atlanta	Public Golf	Atlanta	GA	18
Laurel Springs Golf Club	Private Country Club	Atlanta	GA	18
Southern Trace Country Club	Private Country Club	Shreveport	LA	18
Country Club of Hilton Head	Private Country Club	Hilton Head	SC	18
Golden Bear Golf Club at Indigo Run	Semi-Private Golf Club	Hilton Head	SC	18
The Golf Club at Indigo Run	Private Country Club	Hilton Head	SC	18
Woodside Plantation Country Club	Private Country Club	Augusta, GA	SC	45
*International Region*
Cozumel Country Club	Semi-Private Golf Club	International	Mexico	18
Vista Vallarta	Semi-Private Golf Club	International	Mexico	36
Marina Vallarta Club de Golf	Semi-Private Golf Club	International	Mexico	18

Total Golf & Country Clubs				2,304

Business, sports and alumni Clubs Segment by Region	Business Type	MSA / Market	State

*California Region*
City Club on Bunker Hill	Business Club	Los Angeles	CA	26,429
Center Club	Business Club	Orange County	CA	22,514
Silicon Valley Capital Club	Business/Sports Club	San Jose	CA	14,279
University Club atop Symphony Towers	Business Club	San Diego	CA	16,725
*Texas Region*
Greenspoint Club	Business/Sports Club	Houston	TX	38,950
Houston City Club	Business/Sports Club	Houston	TX	132,445
The Downtown Club at Met	Business/Sports Club	Houston	TX	105,450
The Downtown Club at Houston Center	Business/Sports Club	Houston	TX	55,000
The Downtown Club at Plaza	Business Club	Houston	TX	13,927
La Cima Club	Business Club	Dallas	TX	14,723
Plaza Club	Business Club	San Antonio	TX	17,469
Texas Tech University Club	Alumni Club	Lubbock	TX	20,000
Tower Club	Business Club	Dallas	TX	28,512
The University of Texas Club	Alumni Club	Austin	TX	33,872
Westlake Club	Business/Sports Club	Houston	TX


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

			As of December 28, 2010

			(in thousands)
Cash and cash equivalents			$	56,531

Long-term debt:
	10% senior notes due 2018		$	415,000
	Borrowings under Senior Secured Credit Facility (including current portion)(1)			310,000
	Other long-term debt			58,274

		Total long-term debt		783,274
Total equity				231,029

Total capitalization			$	1,014,303

	Fiscal Years Ended

	Dec. 29, 2009		Dec. 28, 2010		Change			% Change
	(dollars in thousands)
Number of facilities at end of period		97		98
Total revenues	$	526,218	$	523,750	$	(2,468	)		-0.47	%
Segment Adjusted EBITDA from continuing operations		146,902		142,967		(3,935	)		-2.68	%

	Fiscal Years Ended

	Dec. 29, 2009		Dec. 28, 2010		Change			% Change
	(dollars in thousands)
Number of facilities at end of period		55		55
Total revenues	$	184,320	$	175,833	$	(8,487	)		-4.60	%
Segment Adjusted EBITDA from continuing operations		35,560		30,197		(5,363	)		-15.08	%

	Fiscal Years Ended

	Dec. 30, 2008		Dec. 29, 2009		Change			% Change
	(dollars in thousands)
Number of facilities at end of period		100		97
Total revenues	$	565,395	$	526,218	$	(39,177	)		-6.93	%
Segment Adjusted EBITDA from continuing operations		143,684		146,902		3,218			2.24	%


Delaware (State or other jurisdiction of incorporation or organization)		7997 (Primary Standard Industrial Classification Code Number)		27-3894784 (I.R.S. Employer Identification Number)


With a copy to: William B. Brentani Simpson Thacher & Bartlett LLP 2550 Hanover Street Palo Alto, California 94304 (650) 251-5000

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price(1)	Amount of registration fee




10% Senior Notes due 2018	$415,000,000	100%	$415,000,000	$48,181.50

Guarantees(2) of 10% Senior Notes due 2018	$415,000,000	100%	$415,000,000	(3)

		Page

Prospectus Summary			1
Risk Factors			16
Forward-Looking Statements			36
Use of Proceeds			38
Capitalization			38
Unaudited Pro Forma Consolidated Financial Data			39
Selected Financial Data			39
Management's Discussion and Analysis of Financial Condition and Results of Operations			41
Business			66
Management			86
Compensation Discussion and Analysis			90
Principal Stockholders			102
Certain Relationships and Related Party Transactions			104
Description of Other Indebtedness			105
The Exchange Offer			108
Description of Notes			119
Material U.S. Federal Income and Estate Tax Considerations			181
Certain ERISA Considerations			187
Plan of Distribution			189
Legal Matters			189
Experts			190
Where You Can Find More Information			190
Index to Consolidated Financial Statements			F-1


No Prior Market		The exchange notes are a new issue of securities, and there is currently no established trading market for the exchange notes. We do not intend to apply for a listing of the exchange notes on any securities exchange or an automated dealer quotation system. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes.



Financial ratios:
Total adjusted debt to Adjusted EBITDA(1) ("Total Leverage Ratio")
	Less than:	6.55x	6.15x	5.35x	4.75x	4.50x	4.00x
Adjusted EBITDA(1) to total adjusted interest expense ("Interest Coverage Ratio")
	Greater than:	1.85x	1.95x	2.15x	2.30x	2.50x	2.75x

		Fiscal Year Ended December 28, 2010

		(dollars in thousands)
Adjusted EBITDA(1)		$	152,242
Total adjusted debt(2)		$	765,571
Total adjusted interest expense(3)		$	33,405
Financial ratios:
	Total Leverage Ratio		5.03x
	Interest Coverage Ratio		4.56x

	Payments due by Period

	Total		Less than one year		1 - 3 years		3 - 5 years		More than five years
	(dollars in thousands)
Long-term debt(1)	$	765,182	$	3,120	$	39,352	$	9,456	$	713,254
Interest on long-term debt(2)		448,074		62,287		124,669		120,812		140,306
Capital lease obligations		18,092		8,075		8,707		1,310		—
Membership deposits(3)		263,328		51,704		29,209		31,388		151,027
Other long-term obligations(4)		18,120		6,544		5,701		2,731		3,144
Operating leases		193,459		20,957		37,368		32,192		102,942

Total contractual cash obligations(5)	$	1,706,255	$	152,687	$	245,006	$	197,889	$	1,110,673

	Total		Less than one year		1 - 3 years		3 - 5 years		More than five years

	(dollars in thousands)
Standby letters of credit(1)	$	17,297	$	17,297	$	—	$	—	$	—
Capital commitments(2)		6,462		6,462		—		—		—

Total commercial commitments	$	23,759	$	23,759	$	—	$	—	$	—


Consolidated Revenue by Type		Consolidated Revenue by Region


Number of Golf Clubs		Domestic Net Course Openings

Source: National Golf Foundation		Source: National Golf Foundation