Intrawest Resorts Holdings, Inc. (NYSE: SNOW), a leading
North American mountain resort and adventure company, today
announced that it has entered into a definitive agreement to be
acquired by a newly-formed entity controlled by affiliates of the
Aspen Skiing Company, L.L.C. (“Aspen”) and KSL Capital Partners,
LLC (“KSL”). Under the terms of the merger agreement, Intrawest
stockholders will receive $23.75 in cash for each share of
Intrawest common stock, representing a total valuation of
approximately $1.5 billion including debt obligations to be assumed
or refinanced net of cash at closing. The transaction was
unanimously approved by the board of directors of Intrawest.
Following the execution of the merger agreement, stockholders
representing a majority of the voting shares of Intrawest delivered
a written consent approving and adopting the merger agreement. The
transaction is expected to close by the end of the third quarter of
calendar year 2017 and is subject to certain closing conditions
including regulatory approvals.
“This transaction creates significant opportunity for Intrawest
and delivers tremendous value to our current shareholders,” said
Thomas Marano, Intrawest’s chief executive officer. “The cash
consideration of $23.75 per share represents a 40% premium over
$16.97 per share, Intrawest’s closing stock price on January 12,
2017, the trading day prior to Reuters’ report speculating that the
Company was exploring a potential sale. We are excited to work with
Aspen and KSL. Our new partners bring additional financial
resources and a shared passion for the mountains and our mountain
communities. Both Aspen and KSL are committed to helping Intrawest
accelerate our plans to bring more value to our guests, more
opportunities for our employees and more investment into our local
communities.”
“Intrawest is a collection of remarkable properties in
exceptional locations. Each has its own unique story and its own
unique sense of place,” said Eric Resnick, chief executive officer
of KSL. “We are committed to honoring the deep traditions of each
resort, while working with Intrawest’s talented management team and
employees to continue to serve both their guests and local
communities.”
“The enthusiasm that Intrawest’s employees exhibit for the guest
experience and for being responsible members of their communities
is apparent in all they do. We are excited to be part of the
investment group that is going to work hard to help realize the
collective potential of Intrawest’s portfolio of resorts,” said
Mike Kaplan, chief executive officer of Aspen.
Season Passes
For the full 2017-18 winter season, each Intrawest resort will
continue to honor the resort’s existing pass products that are
currently on sale, including the Rocky Mountain Super Pass + and
the M.A.X. Pass.
Squaw Valley Ski
Holdings
While not a condition to the merger, Squaw Valley Ski Holdings,
the parent company of Squaw Valley/Alpine Meadows resort and an
affiliate of KSL, will also become part of the entity at closing,
but continue to operate under its current management.
Additional Transaction
Details
Further information regarding the transaction will be included
in an information statement to be mailed to Intrawest
shareholders.
Deutsche Bank Securities Inc., Moelis & Company LLC and
Houlihan Lokey are serving as financial advisors to Intrawest.
Goldman, Sachs & Co. is serving as financial advisor to Aspen
and KSL and is acting as financial advisor to the new entity.
Hogan Lovells US LLP, Latham and Watkins LLP and Simpson Thacher
Bartlett LLP are serving as legal counsel to Aspen and KSL.
Skadden, Arps, Slate, Meagher & Flom LLP and Blake, Cassels
& Graydon LLP are serving as legal counsel to Intrawest.
About Intrawest Resorts Holdings, Inc.
Intrawest is a North American mountain resort and adventure
company, delivering distinctive vacation and travel experiences to
its customers for over three decades. The Company wholly owns
and/or operates six four-season mountain resorts with approximately
8,000 skiable acres and over 1,100 acres of land available for real
estate development. Intrawest’s mountain resorts are geographically
diversified across most of North America’s major ski regions,
including the Eastern United States, the Rocky Mountains and
Canada. The Company also operates an adventure travel business, the
cornerstone of which is Canadian Mountain Holidays, a leading
heli-skiing adventure company in North America. Additionally, the
Company operates a comprehensive real estate business through which
it manages condominium hotel properties and sells and markets
residential real estate. Intrawest Resorts Holdings, Inc. common
stock is traded on the New York Stock Exchange (NYSE: SNOW). For
more information, visit www.intrawest.com.
About Aspen Skiing Company
Aspen Skiing Company owns and operates the four mountains of
Aspen Snowmass – Snowmass, Aspen Mountain, Aspen Highlands and
Buttermilk – as well hospitality properties The Little Nell,
Residences at The Little Nell, Limelight Aspen and Limelight
Ketchum in Ketchum, Idaho. In addition, Aspen Skiing Company owns
and operates numerous retail and rental locations through the
resort and the Roaring Fork Valley. For more information, visit
www.aspensnowmass.com.
About KSL Capital Partners
KSL Capital Partners, LLC is a private equity firm specializing
in travel and leisure enterprises in five primary sectors:
hospitality, recreation, clubs, real estate and travel services.
KSL has offices in Denver, Colorado; Stamford, Connecticut; and
London. Since 2005, KSL has raised approximately $7.5 billion in
equity capital commitments. KSL's current portfolio includes some
of the premier properties in travel and leisure. For more
information, please visit www.kslcapital.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. 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; (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 Intrawest’s reports filed with the SEC under the
heading “Risk Factors,” including, without limitation, the risks
described under the caption “Risk Factors” in Part I - Item 1A.,
“Risk Factors” in Intrawest’s Annual Report on Form 10-K for the
year ended June 30, 2016, filed with the Securities and Exchange
Commission (“SEC”) on September 8, 2016, as amended, and as may be
revised in Intrawest’s future SEC filings. 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. None of Intrawest, the Crown
Family or KSL Capital Partners undertakes any obligation to revise
or publicly release the results of any revision to these
forward-looking statements, except as required by law. Given these
risks and uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements.
Additional Information and Where to Find it
In connection with the proposed transaction, Intrawest intends
to file relevant materials with the SEC, including Intrawest’s
information statement in preliminary and definitive form.
Stockholders of Intrawest are strongly advised to read all relevant
documents filed with the SEC, including Intrawest’s information
statement, because they will contain important information about
the proposed transaction. These documents will be available at no
charge on the SEC’s website at www.sec.gov. In addition, documents
will also be available for free on Intrawest’s website at
ir.intrawest.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20170410005441/en/
Intrawest Resorts Holdings, Inc.Investor Relations, (303)
749-8370InvestorRelations@intrawest.com
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