INTRAWEST RESORTS HOLDINGS, INC. (NYSE:SNOW) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement.
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On April 7, 2017, Intrawest Resorts Holdings, Inc., a Delaware
corporation (the Company), entered into an Agreement and Plan of
Merger (the Merger Agreement), with Hawk Holding Company, LLC, a
Delaware limited liability company (Parent), Hawk Holding
Company, Inc., a Delaware corporation (HHC), and Hawk
Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of Parent (Merger Sub), to which, among other things,
Merger Sub will merge with and into the Company, with the Company
surviving as a wholly owned subsidiary of Parent (the Merger).
corporation (the Company), entered into an Agreement and Plan of
Merger (the Merger Agreement), with Hawk Holding Company, LLC, a
Delaware limited liability company (Parent), Hawk Holding
Company, Inc., a Delaware corporation (HHC), and Hawk
Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of Parent (Merger Sub), to which, among other things,
Merger Sub will merge with and into the Company, with the Company
surviving as a wholly owned subsidiary of Parent (the Merger).
Following execution of the Merger Agreement, Intrawest Europe
Holdings S. r.l. and Intrawest S. r.l., both subsidiaries of
Fortress Investment Group LLC, holding a majority of the issued
and outstanding shares of common stock of the Company (the Common
Stock), executed and delivered to the Company a written consent
(the Stockholder Written Consent), approving and adopting the
Merger Agreement and the transactions contemplated thereby,
including the Merger. As a result of the execution and delivery
of the Consent, the holders of at least a majority of the
outstanding shares of Common Stock have adopted and approved the
Merger Agreement.
Holdings S. r.l. and Intrawest S. r.l., both subsidiaries of
Fortress Investment Group LLC, holding a majority of the issued
and outstanding shares of common stock of the Company (the Common
Stock), executed and delivered to the Company a written consent
(the Stockholder Written Consent), approving and adopting the
Merger Agreement and the transactions contemplated thereby,
including the Merger. As a result of the execution and delivery
of the Consent, the holders of at least a majority of the
outstanding shares of Common Stock have adopted and approved the
Merger Agreement.
to the Merger Agreement, subject to certain conditions set forth
therein, at the effective time of the Merger (the Effective
Time), each share of Common Stock (other than (i) shares to be
canceled or converted into shares of the surviving company after
the Effective Time, and (ii) any shares of Common Stock issued
and outstanding immediately prior to the Effective Time that are
held by any holder who (x) is entitled to demand and properly
demands appraisal of such Common Stock to Section 262 of the DGCL
or (y) has failed to perfect, or has effectively withdrawn or
lost rights to appraisal under the DGCL), shall be converted into
the right to receive $23.75 in cash, without interest (the Merger
Consideration).
therein, at the effective time of the Merger (the Effective
Time), each share of Common Stock (other than (i) shares to be
canceled or converted into shares of the surviving company after
the Effective Time, and (ii) any shares of Common Stock issued
and outstanding immediately prior to the Effective Time that are
held by any holder who (x) is entitled to demand and properly
demands appraisal of such Common Stock to Section 262 of the DGCL
or (y) has failed to perfect, or has effectively withdrawn or
lost rights to appraisal under the DGCL), shall be converted into
the right to receive $23.75 in cash, without interest (the Merger
Consideration).
Consummation of the Merger is subject to customary conditions,
including without limitation, (i) the expiration or early
termination of the waiting period applicable to the consummation
of the Merger under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended and (ii) the absence of any law, judgment
or other legal restraint, then in effect, that prevents, makes
illegal or prohibits the consummation of the Merger and the other
transactions contemplated thereby. The delivery of the
Stockholder Written Consent satisfied the condition that the
Merger be approved by the holders of a majority of the voting
power of all shares of the Company common stock entitled to vote
on the Merger.
including without limitation, (i) the expiration or early
termination of the waiting period applicable to the consummation
of the Merger under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended and (ii) the absence of any law, judgment
or other legal restraint, then in effect, that prevents, makes
illegal or prohibits the consummation of the Merger and the other
transactions contemplated thereby. The delivery of the
Stockholder Written Consent satisfied the condition that the
Merger be approved by the holders of a majority of the voting
power of all shares of the Company common stock entitled to vote
on the Merger.
Moreover, each partys obligation to consummate the Merger is
subject to certain other conditions, including (i) the accuracy
of the other partys representations and warranties (subject to
certain qualifications) and (ii) the other partys performance in
all material respects of its material obligations contained in
the Merger Agreement. In addition, Parent and Merger Subs
obligations to consummate the Merger are subject to (i) the
absence of a Company Material Adverse Effect (as defined in the
Merger Agreement), (ii) the Company obtaining any consent,
transfer, renewal or reissuance with respect to (a) a certain
U.S. Forest Service permit and (b) certain Canadian permits
(Required Permit Approvals).
subject to certain other conditions, including (i) the accuracy
of the other partys representations and warranties (subject to
certain qualifications) and (ii) the other partys performance in
all material respects of its material obligations contained in
the Merger Agreement. In addition, Parent and Merger Subs
obligations to consummate the Merger are subject to (i) the
absence of a Company Material Adverse Effect (as defined in the
Merger Agreement), (ii) the Company obtaining any consent,
transfer, renewal or reissuance with respect to (a) a certain
U.S. Forest Service permit and (b) certain Canadian permits
(Required Permit Approvals).
The Merger Agreement includes customary representations,
warranties and covenants of the Company, Parent, HHC and Merger
Sub. Among other things, the Company has agreed to customary
covenants regarding the operation of the business of the
Company and its subsidiaries prior to the closing.
warranties and covenants of the Company, Parent, HHC and Merger
Sub. Among other things, the Company has agreed to customary
covenants regarding the operation of the business of the
Company and its subsidiaries prior to the closing.
The Merger Agreement contains specified termination rights for
each of the parties and provides for payment of termination
fees in certain circumstances if the Company terminates due to
(i) a breach by Parent, HHC or Merger Sub of any
representation, warranty, covenant or agreement resulting in a
failure to satisfy closing conditions and such breach has not
been cured within 45 days after written notice by the Company
to Parent informing Parent of such breach or failure to be true
(except that no cure period shall be required for a breach
which by its nature cannot be cured prior to February 1, 2018)
or (ii) Parent failing to consummate the Merger after the
conditions to Parent consummating the Merger have been
satisfied or waived (other than those conditions that by their
terms are to be satisfied at the closing of the Merger), Parent
fails to close on the date at which the closing of the Merger
should have occurred to the Merger Agreement, the Company
notifies Parent that it is ready, willing and able to close and
Parent fails to close within three business days after the
delivery of such notice, then Parent will be required to pay
the Company an amount equal to $66,205,091 (Reverse Termination
Fee) In addition, if the Merger Agreement is terminated as a
result of the failure to satisfy the closing condition set
forth in the Merger Agreement requiring that any waiting period
(and any extension thereof) applicable to the Merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (HSR Act), to have been terminated or expired or if a
final and non-appealable legal restraint related to the HSR Act
or Competition Act (Canada) (Competition Act), as amended,
shall be in effect that prevents, makes illegal or prohibits
the consummation of the Merger, Parent will be required to pay
the Company an amount equal to $66,205,091 (Regulatory
Termination Fee). In addition, if the Merger Agreement is
terminated for the failure to obtain the Required Permit
Approvals, Parent will be required to pay the Company an amount
equal to $66,205,091 (Permit Termination Fee). In no event will
Parent be required to pay more than one of the Reverse
Termination Fee, the Regulatory Termination Fee and the Permit
Termination Fee.
each of the parties and provides for payment of termination
fees in certain circumstances if the Company terminates due to
(i) a breach by Parent, HHC or Merger Sub of any
representation, warranty, covenant or agreement resulting in a
failure to satisfy closing conditions and such breach has not
been cured within 45 days after written notice by the Company
to Parent informing Parent of such breach or failure to be true
(except that no cure period shall be required for a breach
which by its nature cannot be cured prior to February 1, 2018)
or (ii) Parent failing to consummate the Merger after the
conditions to Parent consummating the Merger have been
satisfied or waived (other than those conditions that by their
terms are to be satisfied at the closing of the Merger), Parent
fails to close on the date at which the closing of the Merger
should have occurred to the Merger Agreement, the Company
notifies Parent that it is ready, willing and able to close and
Parent fails to close within three business days after the
delivery of such notice, then Parent will be required to pay
the Company an amount equal to $66,205,091 (Reverse Termination
Fee) In addition, if the Merger Agreement is terminated as a
result of the failure to satisfy the closing condition set
forth in the Merger Agreement requiring that any waiting period
(and any extension thereof) applicable to the Merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (HSR Act), to have been terminated or expired or if a
final and non-appealable legal restraint related to the HSR Act
or Competition Act (Canada) (Competition Act), as amended,
shall be in effect that prevents, makes illegal or prohibits
the consummation of the Merger, Parent will be required to pay
the Company an amount equal to $66,205,091 (Regulatory
Termination Fee). In addition, if the Merger Agreement is
terminated for the failure to obtain the Required Permit
Approvals, Parent will be required to pay the Company an amount
equal to $66,205,091 (Permit Termination Fee). In no event will
Parent be required to pay more than one of the Reverse
Termination Fee, the Regulatory Termination Fee and the Permit
Termination Fee.
Parent has secured committed financing, consisting of a
combination of (i) equity to be provided by KSL Capital
Partners IV, L.P. and Henry Crown Company, who have agreed to
capitalize Parent, subject to the terms and conditions set
forth in such equity commitment letters; and (ii) debt
financing to be provided by JPMorgan Chase Bank, N.A., subject
to the terms and conditions set forth in certain debt
commitment letters. Further, KSL Capital Partners IV, L.P. and
Henry Crown Company has provided the Company with limited
guarantees to which such guarantors have agreed to guaranty
certain obligations of Parent under the Merger Agreement, on
the terms and subject to the conditions set forth in such
guarantees.
combination of (i) equity to be provided by KSL Capital
Partners IV, L.P. and Henry Crown Company, who have agreed to
capitalize Parent, subject to the terms and conditions set
forth in such equity commitment letters; and (ii) debt
financing to be provided by JPMorgan Chase Bank, N.A., subject
to the terms and conditions set forth in certain debt
commitment letters. Further, KSL Capital Partners IV, L.P. and
Henry Crown Company has provided the Company with limited
guarantees to which such guarantors have agreed to guaranty
certain obligations of Parent under the Merger Agreement, on
the terms and subject to the conditions set forth in such
guarantees.
The representations, warranties and covenants of the Company
contained in the Merger Agreement have been made solely for the
benefit of Parent, HHC and Merger Sub. In addition, such
representations, warranties and covenants (i) have been made
only for purposes of the Merger Agreement; (ii) have been
qualified by (a) matters specifically disclosed in the Companys
filings with the Securities and Exchange Commission (the SEC)
prior to the date of the Merger Agreement and (b) confidential
disclosures made to Parent, HHC and Merger Sub in the
disclosure letter delivered in connection with the Merger
Agreement; (iii) are subject to materiality qualifications
contained in the Merger Agreement, which may differ from what
may be viewed as material by investors; (iv) were made only as
of the date of the Merger Agreement or, with respect to certain
representations, in the event the closing occurs, as of the
date of the closing, or such other date as is specified in the
Merger Agreement; and (v) have been included in the Merger
Agreement for the purpose of allocating risk between the
contracting parties rather than establishing matters as fact.
Accordingly, the Merger Agreement is included with this filing
only to provide investors with information regarding the terms
of the Merger Agreement, and not to provide investors with any
other factual information regarding the Company or its
business.
contained in the Merger Agreement have been made solely for the
benefit of Parent, HHC and Merger Sub. In addition, such
representations, warranties and covenants (i) have been made
only for purposes of the Merger Agreement; (ii) have been
qualified by (a) matters specifically disclosed in the Companys
filings with the Securities and Exchange Commission (the SEC)
prior to the date of the Merger Agreement and (b) confidential
disclosures made to Parent, HHC and Merger Sub in the
disclosure letter delivered in connection with the Merger
Agreement; (iii) are subject to materiality qualifications
contained in the Merger Agreement, which may differ from what
may be viewed as material by investors; (iv) were made only as
of the date of the Merger Agreement or, with respect to certain
representations, in the event the closing occurs, as of the
date of the closing, or such other date as is specified in the
Merger Agreement; and (v) have been included in the Merger
Agreement for the purpose of allocating risk between the
contracting parties rather than establishing matters as fact.
Accordingly, the Merger Agreement is included with this filing
only to provide investors with information regarding the terms
of the Merger Agreement, and not to provide investors with any
other factual information regarding the Company or its
business.
Investors should not rely on the representations, warranties
and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition
of the Company or any of its subsidiaries or affiliates.
Moreover, information concerning the subject matter of the
representations and warranties may change after the date of
the Merger Agreement, which subsequent information may or may
not be fully reflected in the Companys public disclosures.
The Merger Agreement should not be read alone, but should
instead be read in conjunction with the other information
regarding the Company that is or will be contained in, or
incorporated by reference into, the Companys Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K, and other documents that the Company files with
the SEC.
and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition
of the Company or any of its subsidiaries or affiliates.
Moreover, information concerning the subject matter of the
representations and warranties may change after the date of
the Merger Agreement, which subsequent information may or may
not be fully reflected in the Companys public disclosures.
The Merger Agreement should not be read alone, but should
instead be read in conjunction with the other information
regarding the Company that is or will be contained in, or
incorporated by reference into, the Companys Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K, and other documents that the Company files with
the SEC.
The foregoing summary of the Merger Agreement and the
transactions contemplated thereby does not purport to be
complete and is subject to, and qualified in its entirety by,
the full text of the Merger Agreement filed as Exhibit 2.1
hereto and incorporated herein by reference.
transactions contemplated thereby does not purport to be
complete and is subject to, and qualified in its entirety by,
the full text of the Merger Agreement filed as Exhibit 2.1
hereto and incorporated herein by reference.
| Item 5.02. |
Compensatory Arrangements of Certain Officers.
|
On April 7, 2017, the Company entered into retention
agreements with Travis Mayer, its Chief Financial Officer,
and Sky Foulkes, its Chief Operating Officer. The following
summary of the terms of the retention agreements is qualified
in its entirety by reference to the full text of the
retention agreements, which are filed as Exhibits 99.2 and
99.3 hereto, and which are incorporated herein by reference.
agreements with Travis Mayer, its Chief Financial Officer,
and Sky Foulkes, its Chief Operating Officer. The following
summary of the terms of the retention agreements is qualified
in its entirety by reference to the full text of the
retention agreements, which are filed as Exhibits 99.2 and
99.3 hereto, and which are incorporated herein by reference.
Mr. Mayers retention agreement provides that if he remains
employed through the consummation of the Merger, he will
receive a cash retention bonus of $150,000, less applicable
tax withholdings. Mr. Mayers retention agreement further
provides that he will receive an additional cash retention
bonus of $550,000, less applicable tax withholdings, if he
either remains employed through the later of (i) November 20,
2017 and (ii) the date that is four months following the
consummation of the Merger, or incurs an earlier termination
of employment by the Company without cause or by him for good
reason (each as defined in his employment agreement, which
was previously filed as Exhibit 10.1 to the Companys Form 8-K
dated January 9, 2015). Mr. Mayers retention agreement also
provides that if any amounts payable to him are subject to
the excise tax imposed by Section 4999 of the Internal
Revenue Code, he will receive an additional payment to
eliminate the impact of such excise tax.
employed through the consummation of the Merger, he will
receive a cash retention bonus of $150,000, less applicable
tax withholdings. Mr. Mayers retention agreement further
provides that he will receive an additional cash retention
bonus of $550,000, less applicable tax withholdings, if he
either remains employed through the later of (i) November 20,
2017 and (ii) the date that is four months following the
consummation of the Merger, or incurs an earlier termination
of employment by the Company without cause or by him for good
reason (each as defined in his employment agreement, which
was previously filed as Exhibit 10.1 to the Companys Form 8-K
dated January 9, 2015). Mr. Mayers retention agreement also
provides that if any amounts payable to him are subject to
the excise tax imposed by Section 4999 of the Internal
Revenue Code, he will receive an additional payment to
eliminate the impact of such excise tax.
Mr. Foulkes retention agreement provides that if he remains
employed through the consummation of the Merger, he will
receive a cash retention bonus of $325,000, less applicable
tax withholdings.
employed through the consummation of the Merger, he will
receive a cash retention bonus of $325,000, less applicable
tax withholdings.
| Item 5.07. |
Submission of Matters to a Vote of Security
Holders. |
As described in Item 1.01 of this Current Report on Form
8-K, on April 8, 2017, Intrawest Europe Holdings S. r.l.
and Intrawest S. r.l., together holding 27,038,250 shares
of Common Stock, delivered the Stockholder Written Consent
to the Company. No further approval of the stockholders of
the Company is required to adopt the Merger Agreement.
8-K, on April 8, 2017, Intrawest Europe Holdings S. r.l.
and Intrawest S. r.l., together holding 27,038,250 shares
of Common Stock, delivered the Stockholder Written Consent
to the Company. No further approval of the stockholders of
the Company is required to adopt the Merger Agreement.
| Item 8.01. |
Other Events.
|
On April 10, 2017, the Company issued a press release
announcing that it entered into the Merger Agreement. A
copy of the press release is filed as Exhibit 99.1 hereto
and incorporated by reference.
announcing that it entered into the Merger Agreement. A
copy of the press release is filed as Exhibit 99.1 hereto
and incorporated by reference.
Forward-Looking Statements
This document contains forward-looking statements within
the meaning of the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995,
including, without limitation, statements relating to the
completion of the proposed transaction. Forward-looking
statements may be identified by the use of words such as
anticipate, believe, intend, expect, estimate, plan,
outlook and project and other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These statements are
based on current expectations and assumptions that are
subject to risks and uncertainties. Actual results could
differ materially from those anticipated as a result of
various factors, including: (1) conditions to the closing
of the proposed transaction, including the obtaining of
required regulatory approvals, may not be satisfied,
including those related to the HSR Act, Competition Act and
Required Permit Approvals; (2) the proposed transaction may
involve unexpected costs, liabilities or delays; (3) the
business of Intrawest may suffer as a result of uncertainty
surrounding the proposed transaction; (4) the outcome of
any legal proceedings related to the proposed transaction;
(5) Intrawest may be adversely affected by other economic,
business, and/or competitive factors; (6) the occurrence of
any event, change or other circumstances that could give
rise to the termination of the merger agreement; (7) the
ability to recognize benefits of the proposed transaction;
(8) risks that the proposed transaction disrupts current
plans and operations and the potential difficulties in
employee retention as a result of the proposed transaction;
(9) other risks to consummation of the proposed
transaction, including the risk that the proposed
transaction will not be consummated within the expected
time period or at all; and (10) the risks described from
time to time in Intrawests reports filed with the SEC under
the heading Risk Factors, including the Annual Report on
Form 10-K for the year ended June 30, 2016, as amended,
Quarterly Reports on Form 10-Q and Current Reports on Form
8-K and in other of Intrawests filings with the SEC. Such
risks include, without limitation: lack of adequate
snowfall and unfavorable weather conditions; lack of access
to adequate supplies of water to make snow and otherwise
conduct Intrawests operations; adverse events that occur
during Intrawests peak operating periods; Intrawests
failure to achieve the expected benefits of strategic
alliance, real estate development, acquisition and other
growth strategies; Steamboat Ski Resorts dependence on
contracted direct air service; risks related to information
technology; Intrawests potential failure to maintain the
integrity of customer or employee data; adverse
consequences of ongoing legacy litigation or future legal
claims; Intrawests ability to monetize real estate assets;
a partial or complete loss of Alpine Helicopters Inc.s
services; the effects of climate change on Intrawests
business operations; Intrawests ability to maintain
effective internal control over financial reporting; risks
of foreign currency fluctuations which could reduce the
U.S. dollar value of Canadian earnings; Intrawests
leverage, which could adversely affect the ease with which
Intrawest is able to raise additional capital; Intrawests
limited public float and therefore trading volume and
weakness in general economic or industry conditions. In
light of these risks, uncertainties and assumptions, the
future events and trends discussed in this release may not
occur and actual results could differ materially and
adversely from those anticipated or implied in the
forward-looking statements. Given these risks and
uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak
only as of the date on which such statements were made.
Except as required by applicable law, Intrawest undertakes
no obligation to update forward-looking statements to
reflect events or circumstances arising after such date.
the meaning of the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995,
including, without limitation, statements relating to the
completion of the proposed transaction. Forward-looking
statements may be identified by the use of words such as
anticipate, believe, intend, expect, estimate, plan,
outlook and project and other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These statements are
based on current expectations and assumptions that are
subject to risks and uncertainties. Actual results could
differ materially from those anticipated as a result of
various factors, including: (1) conditions to the closing
of the proposed transaction, including the obtaining of
required regulatory approvals, may not be satisfied,
including those related to the HSR Act, Competition Act and
Required Permit Approvals; (2) the proposed transaction may
involve unexpected costs, liabilities or delays; (3) the
business of Intrawest may suffer as a result of uncertainty
surrounding the proposed transaction; (4) the outcome of
any legal proceedings related to the proposed transaction;
(5) Intrawest may be adversely affected by other economic,
business, and/or competitive factors; (6) the occurrence of
any event, change or other circumstances that could give
rise to the termination of the merger agreement; (7) the
ability to recognize benefits of the proposed transaction;
(8) risks that the proposed transaction disrupts current
plans and operations and the potential difficulties in
employee retention as a result of the proposed transaction;
(9) other risks to consummation of the proposed
transaction, including the risk that the proposed
transaction will not be consummated within the expected
time period or at all; and (10) the risks described from
time to time in Intrawests reports filed with the SEC under
the heading Risk Factors, including the Annual Report on
Form 10-K for the year ended June 30, 2016, as amended,
Quarterly Reports on Form 10-Q and Current Reports on Form
8-K and in other of Intrawests filings with the SEC. Such
risks include, without limitation: lack of adequate
snowfall and unfavorable weather conditions; lack of access
to adequate supplies of water to make snow and otherwise
conduct Intrawests operations; adverse events that occur
during Intrawests peak operating periods; Intrawests
failure to achieve the expected benefits of strategic
alliance, real estate development, acquisition and other
growth strategies; Steamboat Ski Resorts dependence on
contracted direct air service; risks related to information
technology; Intrawests potential failure to maintain the
integrity of customer or employee data; adverse
consequences of ongoing legacy litigation or future legal
claims; Intrawests ability to monetize real estate assets;
a partial or complete loss of Alpine Helicopters Inc.s
services; the effects of climate change on Intrawests
business operations; Intrawests ability to maintain
effective internal control over financial reporting; risks
of foreign currency fluctuations which could reduce the
U.S. dollar value of Canadian earnings; Intrawests
leverage, which could adversely affect the ease with which
Intrawest is able to raise additional capital; Intrawests
limited public float and therefore trading volume and
weakness in general economic or industry conditions. In
light of these risks, uncertainties and assumptions, the
future events and trends discussed in this release may not
occur and actual results could differ materially and
adversely from those anticipated or implied in the
forward-looking statements. Given these risks and
uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak
only as of the date on which such statements were made.
Except as required by applicable law, Intrawest undertakes
no obligation to update forward-looking statements to
reflect events or circumstances arising after such date.
Additional Information and Where to Find it
This communication is being made in respect of the
proposed Merger involving the Company, Parent, HHC and
Merger Sub. The Company will prepare an information
statement for its stockholders containing the information
with respect to the Merger specified in Schedule 14C
promulgated under the Exchange Act and describing the
proposed Merger. When completed, a definitive information
statement will be mailed to the Companys stockholders.
The Company may be filing other documents with the SEC as
well. You may obtain copies of all documents filed with
the SEC regarding this transaction, free of charge, at
the SECs website, http://www.sec.gov or from the Company
by directing a request by mail or telephone to 1621
18th Street, Suite 300, Denver,
Colorado 80202, Attention: Investor Relations, (303)
749-8370.
proposed Merger involving the Company, Parent, HHC and
Merger Sub. The Company will prepare an information
statement for its stockholders containing the information
with respect to the Merger specified in Schedule 14C
promulgated under the Exchange Act and describing the
proposed Merger. When completed, a definitive information
statement will be mailed to the Companys stockholders.
The Company may be filing other documents with the SEC as
well. You may obtain copies of all documents filed with
the SEC regarding this transaction, free of charge, at
the SECs website, http://www.sec.gov or from the Company
by directing a request by mail or telephone to 1621
18th Street, Suite 300, Denver,
Colorado 80202, Attention: Investor Relations, (303)
749-8370.
| Item 9.01 |
Financial Statements and Exhibits.
|
| (d) |
Exhibits.
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Exhibit
No.
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Description
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2.1
|
Agreement and Plan of Merger, dated as of April 7,
2017, by and among Intrawest Resorts Holdings, Inc., Hawk Holding Company, LLC, Hawk Holding Company, Inc. and Hawk Merger Sub, Inc. |
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|
99.1
|
Press Release, dated April 10, 2017, issued by
Intrawest Resorts Holdings, Inc. |
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|
99.2
|
Retention Agreement, dated April 7, 2017, by and
between the Company and Travis Mayer. |
|
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99.3
|
Retention Agreement, dated April 7, 2017, by and
between the Company and Sky Foulkes. |
About INTRAWEST RESORTS HOLDINGS, INC. (NYSE:SNOW)
Intrawest Resorts Holdings, Inc. is a mountain resort, adventure and real estate company. The Company operates through three segments: Mountain, Adventure and Real Estate. Its Mountain segment includes its mountain resort and lodging operations at Steamboat Ski & Resort (Steamboat) and Winter Park Resort (Winter Park); Stratton Mountain Resort (Stratton); Snowshoe Mountain Resort (Snowshoe); Mont Tremblant Resort (Tremblant), and Blue Mountain Ski Resort (Blue Mountain). Its Adventure segment operates Canadian Mountain Holidays (CMH), a heli-skiing adventure company in North America. Its Real Estate segment consists of its real estate management, marketing and sales businesses, as well as its real estate development activities. As of June 30, 2016, the Company owned and operated six four-season mountain resorts geographically diversified across North America’s ski regions with approximately 8,000 skiable acres and over 1,120 acres of land available for real estate development. INTRAWEST RESORTS HOLDINGS, INC. (NYSE:SNOW) Recent Trading Information
INTRAWEST RESORTS HOLDINGS, INC. (NYSE:SNOW) closed its last trading session down -0.32 at 25.30 with 471,240 shares trading hands.
