SNOW Snowflake Inc

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

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934

Check the appropriate box:

Intrawest Resorts Holdings, Inc.
(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

Intrawest Resorts Holdings, Inc.
1621 18th Street, Suite 300
Denver, Colorado 80202

NOTICE OF WRITTEN CONSENT AND APPRAISAL RIGHTS
AND
INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

To our Stockholders:

This notice of written consent and appraisal rights and information statement is being furnished to the holders of common stock of Intrawest Resorts Holdings, Inc., which we refer to as the “Company,” in connection with the Agreement and Plan of Merger, dated as of April 7, 2017, among 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 a wholly owned subsidiary of Parent (the “Merger Sub”) and the Company. We refer to the Agreement and Plan of Merger as the “Merger Agreement” (a copy of which is attached as Annex A to this information statement) and to the merger of Merger Sub with and into the Company that is contemplated by the Merger Agreement as the “Merger.” Upon completion of the Merger, each share of common stock of the Company, par value $0.01 per share (“Company Common Stock”), issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be canceled and converted automatically into the right to receive $23.75 in cash, without interest and subject to reduction for any required withholding taxes (the “Merger Consideration”). However, the Merger Consideration will not be paid in respect of (a) any shares of Company Common Stock owned by the Company as treasury stock or by Parent, HHC or Merger Sub (which will be canceled and cease to exist and no consideration will be paid with respect thereto) and (b) those shares of Company Common Stock with respect to which appraisal rights under Delaware law are properly exercised and not withdrawn.

The board of directors of the Company (the “Board”) unanimously (a) determined that it is fair to and in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement and to consummate the other transactions contemplated thereby, including the Merger; (b) approved the execution, delivery and performance of the Merger Agreement, and the consummation of the transactions contemplated thereby, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement; and (c) resolved to recommend the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, by the holders of shares of Company Common Stock, upon the terms and subject to the conditions set forth in the Merger Agreement.

The adoption of the Merger Agreement by the Company stockholders required the affirmative vote or written consent of the stockholders holding in the aggregate a majority of the outstanding shares of Company Common Stock. On April 8, 2017, following the execution of the Merger Agreement, Intrawest Europe Holdings S.à r.l. and Intrawest S.à r.l. (together, the “Majority Stockholder”), which are both subsidiaries of investment funds managed by affiliates of Fortress Investment Group LLC (“Fortress”), and which together on such date beneficially owned 27,038,250 shares of Company Common Stock representing approximately 67.9% of the 39,822,611 outstanding shares of Company Common Stock, delivered a written consent adopting and approving in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Stockholder Written Consent”). As a result, no further action by any stockholder of the Company is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement, and the Company will not be soliciting your vote for adoption of the Merger Agreement and will not call a stockholders meeting for purposes of voting on the adoption of the Merger Agreement. This notice and the accompanying information statement shall constitute notice to you from the Company of the Stockholder Written Consent contemplated by Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”) .

Under Section 262 of the DGCL, if the Merger is completed, subject to compliance with the requirements of Section 262 of the DGCL, holders of shares of Company Common Stock, other than the Majority Stockholder, will have the right to seek an appraisal for, and be paid the “fair value” of, their shares of Company Common Stock (as determined by the Court of Chancery of the State of Delaware) instead of receiving the Merger Consideration. To exercise your appraisal rights, you must submit a written demand for an appraisal no later than

twenty (20) days after the mailing of this information statement, or June 12, 2017, and comply precisely with other procedures set forth in Section 262 of the DGCL, which are summarized in the accompanying information statement. A copy of Section 262 of the DGCL is attached to the accompanying information statement as Annex D . This notice and the accompanying information statement shall constitute notice to you from the Company of the availability of appraisal rights under Section 262 of the DGCL .

We urge you to read the entire information statement carefully. If the Merger is completed, you will receive instructions regarding the payment for your shares of Company Common Stock.

BY ORDER OF THE BOARD OF DIRECTORS,

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying information statement. Any representation to the contrary is a criminal offense.

This information statement is dated May 22, 2017 and is first being mailed to stockholders on or about May 23, 2017.

TABLE OF CONTENTS

SUMMARY

This summary highlights selected information from this information statement and may not contain all of the information that is important to you. To understand the merger (the “Merger”) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 7, 2017, by and among Hawk Holding Company, LLC (“Parent”), Hawk Holding Company, Inc. (“HHC”), and Hawk Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), and Intrawest Resorts Holdings, Inc. fully, and for a more complete description of the legal terms of the Merger, you should carefully read this entire information statement, the annexes attached to this information statement and the documents referred to in this information statement. We have included page references in parentheses to direct you to the appropriate place in this information statement for a more complete description of the topics presented in this summary. In this information statement, the terms “Intrawest,” “Company,” “we,” “us” and “our” refer to Intrawest Resorts Holdings, Inc. All references in this information statement to terms defined in the notice to which this information statement is attached have the meanings provided in that notice. All references to defined terms not defined herein or in the notice to which this information statement is attached shall have the meanings ascribed to them in the Merger Agreement attached as Annex A to this information statement.

The Parties to the Merger Agreement (page 15 )

The Company . 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 (“CMH”), 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). The Company’s executive offices are located at c/o 1621 18 ^th Street, Suite 300, Denver, Colorado 80202 and its telephone number is (303) 749-8200. For more information, visit www.intrawest.com . Additional information about the Company is included in documents incorporated by reference into this information statement and our filings with the Securities and Exchange Commission, copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information” beginning on page 81 .

Parent . Parent is a limited liability company formed under the laws of Delaware and is jointly owned by affiliates of Aspen Skiing Company, L.L.C. (“Aspen”) and KSL Capital Partners, LLC (“KSL Capital Partners”). Henry Crown & Company (“Crown”) is an affiliate of Aspen with common ownership. Parent was formed specifically for the purpose of serving as the intended holding company for the Company at the completion of the Merger and has not carried on any activities to date, except for activities incidental to its formation, activities undertaken in connection with the Transactions (as defined below) and activities undertaken in connection with the possible acquisition of certain other resorts. Parent’s principal executive offices are located at c/o KSL Capital Partners, LLC, 100 St. Paul St., Suite 800, Denver, CO 80206 and c/o Aspen Skiing Company, L.L.C., 117 Aspen Airport Business Center, Aspen, CO 81611 and its telephone number is (720) 284-6400 and (970) 923-0570.

Aspen owns and operates the four mountains of Aspen Snowmass – Snowmass, Aspen Mountain, Aspen Highlands and Buttermilk – as well as hospitality properties The Little Nell, Residences at The Little Nell, Limelight Aspen and Limelight Ketchum in Ketchum, Idaho. In addition, Aspen owns and operates numerous retail and rental locations throughout the resort and the Roaring Fork Valley in Colorado. For more information, visit www.aspensnowmass.com .

KSL Capital Partners is a private equity firm specializing in travel and leisure enterprises in five primary sectors: hospitality, recreation, clubs, real estate and travel services. KSL Capital Partners has offices in Denver, Colorado; Stamford, Connecticut; and London, England. Since 2005, KSL Capital Partners has raised approximately $7.5 billion in equity capital commitments. KSL Capital Partners’ current portfolio includes some of the premier properties in travel and leisure. For more information, please visit www.kslcapital.com .

HHC. HHC is a corporation incorporated under the laws of Delaware and was formed specifically for the purpose of serving as the intended holding company for the Company at the completion of the Merger. HHC is a wholly owned subsidiary of Parent and has not carried on any activities to date, except for activities incidental to its incorporation and activities undertaken in connection with the transactions contemplated by the Merger Agreement. HHC’s principal executive offices are located at c/o KSL Capital Partners, LLC, 100 St. Paul St., Suite 800, Denver, CO 80206 and c/o Aspen Skiing Company, L.L.C., 117 Aspen Airport Business Center, Aspen, CO 81611 and its telephone number is (720) 284-6400 and (970) 923-0570.

Merger Sub . Merger Sub is a corporation incorporated under the laws of Delaware and was formed by Parent solely for the purpose of completing the Merger with the Company. Merger Sub is a wholly owned subsidiary of HHC, an indirect wholly owned subsidiary of Parent and has not carried on any activities to date, except for activities incidental to its incorporation and activities undertaken in connection with the transactions contemplated by the Merger Agreement. Merger Sub’s principal executive offices are located at c/o KSL Capital Partners, LLC, 100 St. Paul St., Suite 800, Denver, CO 80206 and c/o Aspen Skiing Company, L.L.C., 117 Aspen Airport Business Center, Aspen, CO 81611 and its telephone number is (720) 284-6400 and (970) 923-0570.

The Merger (page 17 )

On April 7, 2017, the Company entered into the Merger Agreement with Parent, HHC and Merger Sub. Upon the terms and subject to the conditions provided in the Merger Agreement, and in accordance with Delaware law, at the effective time of the Merger (the “Effective Time”), Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation. As a result, the Company will become a wholly owned subsidiary of Parent following the Effective Time. Because the Merger Consideration (as defined below) will be paid in cash, you will receive no equity interest in Parent, and after the Effective Time you will have no equity interest in the Company.

The Merger Consideration (page 57 )

Upon completion of the Merger, each share of common stock of the Company, par value $0.01 per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time will be canceled and converted automatically into the right to receive $23.75 in cash (the “Merger Consideration”), without interest and subject to reduction for any required withholding taxes automatically. However, the Merger Consideration will not be paid in respect of (a) any shares of Company Common Stock owned by the Company as treasury stock or by Parent, HHC or Merger Sub (which will be canceled and cease to exist and no consideration will be paid with respect thereto) and (b) those shares of Company Common Stock with respect to which appraisal rights under Delaware law are properly exercised and not withdrawn.

We encourage you to read the Merger Agreement, which is attached as Annex A to this information statement, as it is the legal document that governs the Merger.

Reasons for the Merger (page 26 )

After careful consideration, the Company’s board of directors (the “Board”) unanimously determined to approve the Merger Agreement and recommended the adoption of the Merger Agreement by the Company’s stockholders. The Board believes that the Merger Agreement and the Merger are advisable and in the best interests of the Company and its stockholders. For a discussion of the material factors that the Board considered in determining to approve the Merger Agreement, please see the section of this Information Statement entitled “The Merger—Reasons for the Merger” beginning on page 26 .

Required Stockholder Approval for the Merger

The adoption of the Merger Agreement by our stockholders required the affirmative vote or written consent of stockholders of the Company holding in the aggregate at least a majority of the outstanding shares of Company Common Stock. On April 8, 2017, following the execution of the Merger Agreement, the Majority Stockholder, which holds a majority of the Company’s outstanding shares of Company Common Stock, delivered a written consent adopting and approving in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Stockholder Written Consent”). No further action by any other Company

stockholder is required under applicable law or the Merger Agreement (or otherwise) in connection with the adoption of the Merger Agreement. As a result, the Company is not soliciting your vote for the adoption of the Merger Agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement.

When actions are taken by written consent of less than all of the stockholders entitled to vote on a matter, Delaware law requires notice of the action to those stockholders who did not consent in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting. This information statement and the notice attached hereto constitute notice to you of action by written consent as required by Delaware law.

Federal securities laws require that the Merger may not be completed until 20 days after the date of mailing of this information statement to the Company’s stockholders. Therefore, notwithstanding the execution and delivery of the Stockholder Written Consent, the Merger will not occur until that time has elapsed. The parties currently expect to complete the Merger in the third quarter of 2017.

Opinion of Deutsche Bank (page 30 and Annex B )

In connection with the Merger Agreement and the Merger, Deutsche Bank Securities Inc. (“Deutsche Bank”) on April 7, 2017 rendered its oral opinion to the Board, subsequently confirmed in a written opinion dated April 7, 2017, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Deutsche Bank in preparing its opinion, the Merger Consideration to be received by the holders of shares of Company Common Stock, other than Fortress Investment Group LLC (“Fortress”) and its affiliates, was fair, from a financial point of view, to such holders.

The full text of Deutsche Bank’s written opinion, dated April 7, 2017, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Deutsche Bank in connection with the opinion, is included in this information statement as Annex B and is incorporated herein by reference. The summary of Deutsche Bank’s opinion set forth in this information statement is qualified in its entirety by reference to the full text of the opinion. Deutsche Bank’s opinion was addressed to, and for the use and benefit of, the Board in connection with and for purposes of its evaluation of the Merger. For more information regarding the opinion of Deutsche Bank, see “Opinion of Deutsche Bank” beginning on page 30 of this information statement. Deutsche Bank’s opinion is not a recommendation as to how any holders of Company Common Stock should have voted with respect to the Merger.

Opinion of Moelis (page 37 and Annex C )

In connection with the Merger, the Board received a written opinion, dated April 7, 2017, from one of the Company’s financial advisors, Moelis & Company LLC (“Moelis”), as to the fairness, from a financial point of view and as of the date of such opinion, of the Merger Consideration to be received in the Merger by holders of Company Common Stock (other than Fortress and its affiliates). The full text of Moelis’ written opinion dated April 7, 2017, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this information statement and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of the Board (in its capacity as such) in its evaluation of the Merger. Moelis’ opinion is limited solely to the fairness, from a financial point of view, of the Merger Consideration to the holders of Company Common Stock, other than Fortress and its affiliates, and does not address the Company’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available with respect to the Company. For more information regarding the opinion of Moelis, see “Opinion of Moelis” beginning on page 37 of this information statement. Moelis’ opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should have voted or should act with respect to the Merger or any other matter.

Financing (page 47 )

Parent has obtained debt financing commitments for (i) the transaction contemplated by the Merger Agreement, the proceeds of which will be used in part by Parent to pay the aggregate Merger Consideration, for

the refinancing of the certain existing indebtedness of the Company contemplated by the Merger Agreement, and all related fees and expenses (the “Transactions”) and (ii) specified other transactions. JPMorgan Chase Bank, N.A. (“JPMCB”), Bank of America, N.A. (“BofA”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with its designated affiliates, “MLFPS”), Wells Fargo Bank, National Association (“Wells Fargo Bank”), Wells Fargo Securities, LLC (“Wells Fargo Securities” and, together with Wells Fargo Bank, “Wells Fargo”), Credit Suisse Securities (USA) LLC (“CS Securities”), Credit Suisse AG, Cayman Island Branch (acting through such of its affiliates or branches as it deems appropriate, “CS” and, together with CS Securities and their respective affiliates, “Credit Suisse”), Citigroup Global Markets Inc. (“CGMI”), on behalf of Citi (as defined in the Debt Commitment Letter (as defined below)) and U.S. Bank National Association (“USB” and, together with JPMCB, BofA, MLFPS, Wells Fargo, Credit Suisse and Citi, the “Commitment Parties”), committed to provide a $1.235 billion first lien secured term loan facility, a $196.25 million senior secured revolving credit facility, and a $365 million second lien secured term loan facility, of which $640 million of the loans under the first lien secured term loan facility, $190 million of the loans under the second lien secured term loan facility, and a portion of the commitments under the senior secured revolving credit facility, will be available on the closing date to finance the Transactions contemplated by the Merger Agreement on the terms and subject to the conditions set forth in an amended and restated debt commitment letter dated April 27, 2017 (which we refer to as the “Debt Commitment Letter”), between the Commitment Parties and HHC. JPMCB, MLFPS, Wells Fargo Securities, CS Securities, Citi and USB, on an exclusive basis, will act as the lead arrangers and bookrunners for the first lien secured term loan facility and JPMCB, MLFPS, Wells Fargo Securities, CS Securities and Citi, on an exclusive basis, will act as the lead arrangers and bookrunners for the second lien secured term loan facility (in such capacities, collectively, the “Lead Arrangers”). JPMCB will act as administrative agent for the first lien secured facilities and BofA will act as administrative agent for the second lien secured term loan facility (in such capacities, the “Administrative Agent”). The obligation of the Commitment Parties to provide the debt financing under the Debt Commitment Letter is subject to certain customary conditions.

Parent has entered into an equity commitment letter with KSL Capital Partners, dated April 7, 2017, pursuant to which KSL Capital Partners has agreed to provide committed equity financing of no less than $351,600,000 to Parent as a source of a portion of the funds required to consummate the transactions contemplated by the Merger Agreement. Parent has also entered into an equity commitment letter with Crown, dated April 7, 2017, pursuant to which Crown has agreed to provide committed equity financing of no less than $351,600,000 to Parent as a source of a portion of the funds required to consummate the transactions contemplated by the Merger Agreement. The obligations of KSL Capital Partners and Crown to provide the equity financing on the terms outlined in the equity commitment letters are subject to certain customary conditions.

A more detailed description of the financing is provided in “The Merger—Financing” beginning on page 47 .

The obligations of Parent, HHC and Merger Sub to complete the Merger under the Merger Agreement are not subject to any financing condition.

The Merger Agreement (page 56 and Annex A )

Conditions to the Closing of the Merger (page 70 )

The parties expect to complete the Merger after all of the conditions to the Merger in the Merger Agreement are satisfied or waived. The parties currently expect to complete the Merger in the third quarter of 2017. However, it is possible that factors outside of each party’s control could require them to complete the Merger at a later time or not to complete it at all. The following are some of the conditions that must be satisfied or, where permitted by law, waived before the Merger may be consummated:

No Solicitation (page 64 )

In the Merger Agreement, subject to certain exceptions, the Company has agreed that it will not, directly or indirectly, among other things:

Notwithstanding the foregoing, prior to Parent’s receipt of the Stockholder Written Consent, in response to an alternative proposal that did not result from a material breach of the non-solicitation provisions of the Merger Agreement, if the Board determined that such alternative constituted or was reasonably expected to lead to a superior proposal and that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, the Company could have furnished information to and participated in discussions and negotiations with the party making such alternative proposal.

Further, if the Board determined at any time prior to Parent’s receipt of the Stockholder Written Consent, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably expected to be inconsistent with its fiduciary duties under applicable law, the Board could have caused or permitted the Company to terminate the Merger Agreement in order to enter into a definitive agreement regarding a superior proposal, subject to certain notice provisions and Parent’s right to renegotiate the terms of the Merger Agreement such that the alternative proposal would no longer constitute a superior proposal and subject to the Company’s concurrent payment to Parent of the Company Termination Fee described below.

As a result of the execution and delivery of the Stockholder Written Consent on April 8, 2017, the requisite stockholder approval has been obtained; therefore, the Board has no ability to change its recommendation, and the Company is prohibited from responding to unsolicited proposals and terminating the Merger Agreement to accept a superior proposal.

For a further discussion of the limitations on solicitation of acquisition proposals from third parties, see “The Merger Agreement—No Solicitation of Other Offers” beginning on page 64 .

Termination (page 71 )

The Merger Agreement may be terminated in the following ways:

As a result of the execution and delivery of the Stockholder Written Consent on April 8, 2017, the requisite stockholder approval has been obtained; therefore, the Company is prohibited from terminating the Merger Agreement to accept a superior proposal.

Termination Fees (page 72 )

Under the Merger Agreement, the Company could have been required to pay to Parent a termination fee of $28,373,610 if the Merger Agreement was terminated under specified circumstances (but the termination fee will not be payable pursuant to any of the applicable triggers in the Merger Agreement because of Parent’s receipt of the Stockholder Written Consent on April 8, 2017).

Under the Merger Agreement, the Company is entitled to receive a reverse termination fee, regulatory termination fee or permit termination fee, as applicable, equal to $66,205,091 from Parent under the following circumstances:

In no event will either the Company or Parent be required to pay a termination fee more than once.

For a further discussion of the circumstances under which termination fees are to be paid, see “The Merger Agreement—Termination Fees” beginning on page 72 .

Interests of Our Directors and Executive Officers in the Merger (page 50 )

You should be aware that the Company’s executive officers and directors have interests in the Merger that may be different from, or in addition to, the interests of the Company stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement. These interests are described below in “The Merger—Interests of Our Directors and Executive Officers in the Merger” beginning on page 50 .

U.S. Federal Income Tax Consequences of the Merger (page 52 )

If you are a U.S. Holder (as defined in “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page 52 ), the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder of shares of Company Common Stock receiving cash in the Merger generally will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between (x) the amount of cash the U.S. Holder receives (determined before deduction of any applicable withholding taxes) and (y) the adjusted tax basis of the surrendered shares of Company Common Stock.

If you are a Non-U.S. Holder (as defined in “The Merger—U.S. Federal Income Tax Consequences of the Merger”), the Merger will generally not be a taxable transaction to such holder under U.S. federal income tax laws unless (i) such holder is an individual who is present in the United States for 183 or more days during the taxable year of such disposition and certain other conditions are met; (ii) the gain is effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder, subject to an applicable treaty providing otherwise; or (iii) at any time during the shorter of the five-year period preceding the Effective Time or the Non-U.S. Holder’s holding period for its Company Common Stock, we were a “United States real property holding corporation” and such holder held (actually or constructively) more than 5% of the shares of Company Common Stock.

Holders of shares of Company Common Stock should consult their tax advisor about the U.S. federal, state, local and foreign tax consequences of the Merger.

Regulatory Approvals (page 54 )

Under the Merger Agreement, the Merger cannot be completed until the applicable waiting period under the HSR Act has expired or been terminated. The Company and Parent and its affiliates originally filed their respective HSR Act notifications on April 21, 2017. On May 16, 2017, Parent submitted a request to withdraw its HSR Act notification effective May 22, 2017; Parent intends to refile the notification no later than May 24, 2017. Additionally, the obligations of Parent, HHC and Merger Sub to effect the Merger are subject to the consent, transfer, renewal or reissuance with respect to a certain USFS Permit and certain Canadian Permits (as defined in the Merger Agreement).

Exchange and Payment Procedures (page 58 )

Shortly after the Effective Time, a paying agent will mail a letter of transmittal and instructions to you and the other Company stockholders. Holders of shares of Company Common Stock will automatically receive the Merger Consideration, without interest and subject to reduction for any required withholding taxes, as promptly as practicable after the Effective Time without any further action required on the part of those holders, but such holders may, if required by the paying agent, be required to deliver an executed letter of transmittal to the paying agent.

Specific Performance (page 73 )

Parent, HHC, Merger Sub and the Company are entitled to an injunction or injunctions to prevent breaches or threatened breaches of the Merger Agreement and to enforce specifically the terms of the Merger Agreement in addition to any other remedy to which they are entitled at law or in equity. The Company is entitled to obtain specific performance or other equitable relief to cause the full proceeds of the equity financing contemplated by the equity commitment letters to be drawn down on the terms and subject to the conditions set forth in the equity commitment letters and the Merger Agreement and/or to cause Parent, HHC and/or Merger Sub to consummate the transactions contemplated by the Merger Agreement only upon the occurrence of certain events.

Appraisal Rights (page 76 and Annex D )

Pursuant to Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), our stockholders (other than the Majority Stockholder) have the right to dissent from the Merger and receive a cash payment for the judicially determined fair value of their shares of Company Common Stock. The judicially determined fair value under Section 262 could be greater than, equal to or less than the $23.75 per share that our stockholders are entitled to receive in the Merger. To qualify for these rights, you must make a written demand for appraisal on or prior to June 12, 2017, which is the date that is 20 days following the mailing of this information statement, and otherwise comply precisely with the procedures set forth in Section 262 of the DGCL for exercising appraisal rights. If you validly exercise (and do not withdraw or fail to perfect) appraisal rights, the ultimate amount that you may be entitled to receive in an appraisal proceeding may be less than, equal to or more than the amount of Merger Consideration that you would have received under the Merger Agreement. For a summary of these procedures, see “Appraisal Rights” beginning on page 76 . A copy of Section 262 of the DGCL is attached to this information statement as Annex D .

Litigation Related to the Merger (page 52 )

A purported stockholder of the Company has made a demand pursuant to Section 220 of the DGCL to inspect certain books and records of the Company relating to the proposed Merger.

Market Price of Our Stock (page 75 )

Company Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “SNOW”. The closing sale price of Company Common Stock on the NYSE on April 7, 2017, which was the last trading day before we announced the Merger, was $25.30. The closing sale price of Company Common Stock on the NYSE on January 12, 2017, which was the last trading day before an article published by Thomson-Reuters reported that the Company was exploring a potential sale, was $16.97, and the volume weighted average price of the Company Common Stock on the NYSE for the 90-day period ending January 12, 2017, was $17.03. On May 19, 2017, the last trading day before the date of this information statement, the closing price of Company Common Stock on the NYSE was $23.51.

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this information statement, the annexes to this information statement and the documents referred to in this information statement, each of which you should read carefully. You may obtain information referred to in this information statement without charge by following the instructions in “Where You Can Find More Information” beginning on page 81 .

Stockholder. The Majority Stockholder owned shares of Company Common Stock constituting approximately 67.9% of the issued and outstanding shares of Company Common Stock on that date. Therefore, your vote is not required and is not being sought. We are not asking you for a proxy, and you are requested not to send us a proxy.

For a discussion of the factors that the Board considered in determining to approve the Merger Agreement, see “The Merger—Reasons for the Merger” beginning on page 26 .

If you are a Non-U.S. Holder, the Merger will generally not be a taxable transaction to you under U.S. federal income tax laws unless (i) you are an individual who is present in the United States for 183 or more days during the taxable year of such disposition and certain other conditions are met; (ii) the gain is effectively connected with the conduct of a trade or business in the United States by you, subject to an applicable treaty providing otherwise; or (iii) at any time during the shorter of the five-year period preceding the Effective Time or the Non-U.S. Holder’s holding period for its Company Common Stock, we were a “United States real property holding corporation” and you held (actually or constructively) more than 5% of the shares of Company Common Stock.

We urge you to consult your tax advisor on the tax consequences of the Merger to you and nothing herein should be considered tax advice.

If you received a householded mailing and you would like to have additional copies of this Information Statement mailed to you, or you would like to opt out of this practice for future mailings, please submit your request to the Company by phone at (303) 749-8370 or by mail to Intrawest Resorts Holdings, Inc., 1621 18th Street, Suite 300, Denver, Colorado 80202. We will promptly send additional copies of this Information Statement upon receipt of such request.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This information statement, and the documents to which we refer you in this information statement, contain forward-looking statements about our plans, objectives, expectations and intentions. Forward-looking statements include information concerning possible or assumed future results of operations of our company, the expected completion and timing of the Merger and other information relating to the Merger. Generally these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “expect,” “intend,” “plan,” “project,” “believe,” “may,” “will,” “would,” “could,” “should,” “seek,” “estimate” and variations on these words and similar expressions. For each of these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should read statements that contain these words carefully. They discuss our future expectations or state other forward-looking information, and may involve known and unknown risks over which we have no control. Those risks include, without limitation:

We believe that the assumptions on which our forward-looking statements are based are reasonable. However, we cannot assure you that the actual results or developments we anticipate will be realized or, if realized, that they will have the expected effects on our business or operations. All subsequent written and oral forward-looking statements concerning the Merger or other matters addressed in this information statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date of this information statement or the date of any document incorporated by reference in this document and are predictions of future results which may not occur as anticipated, and the Company cautions readers not to place undue reliance on any forward-looking statements. Except as required by applicable law or regulation, we do not undertake to release the results of any revisions of these forward-looking statements to reflect future events or circumstances.

THE PARTIES TO THE MERGER AGREEMENT

The Company

Intrawest Resorts Holdings, Inc.
1621 18th Street, Suite 300
Denver, Colorado 80202
Phone: (303) 749-8200

The Company, incorporated in the state of Delaware, 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 CMH, 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 . Additional information about the Company is included in documents incorporated by reference into this information statement and our filings with the Securities and Exchange Commission, copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information” beginning on page 81 .

Parent

Hawk Holding Company, LLC
c/o KSL Capital Partners, LLC
100 St. Paul St., Suite 800
Denver, CO 80206; and
c/o Aspen Skiing Company, L.L.C.
117 Aspen Airport Business Center
Aspen, CO 81611
Phone: (720) 284-6400 and (970) 923-0570

Parent is a limited liability company formed under the laws of Delaware and is jointly owned by affiliates of Aspen and KSL Capital Partners. Crown is an affiliate of Aspen with common ownership. Parent was formed specifically for the purpose of serving as the intended holding company for the Company at the completion of the Merger and has not carried on any activities to date, except for activities incidental to its formation, activities undertaken in connection with the Transactions and activities undertaken in connection with the possible acquisition of certain other resorts.

Aspen owns and operates the four mountains of Aspen Snowmass – Snowmass, Aspen Mountain, Aspen Highlands and Buttermilk – as well as hospitality properties The Little Nell, Residences at The Little Nell, Limelight Aspen and Limelight Ketchum in Ketchum, Idaho. In addition, Aspen owns and operates numerous retail and rental locations through the resort and the Roaring Fork Valley in Colorado. For more information, visit www.aspensnowmass.com.

KSL Capital Partners is a private equity firm specializing in travel and leisure enterprises in five primary sectors: hospitality, recreation, clubs, real estate and travel services. KSL Capital Partners has offices in Denver, Colorado; Stamford, Connecticut; and London, England. Since 2005, KSL Capital Partners has raised approximately $7.5 billion in equity capital commitments. KSL Capital Partners’ current portfolio includes some of the premier properties in travel and leisure. For more information, please visit www.kslcapital.com .

HHC

Hawk Holding Company, Inc.
c/o KSL Capital Partners, LLC100 St. Paul St., Suite 800
Denver, CO 80206; and
c/o Aspen Skiing Company, L.L.C.
117 Aspen Airport Business Center
Aspen, CO 81611
Phone: (720) 284-6400 and (970) 923-0570

HHC is a corporation incorporated under the laws of Delaware and was formed specifically for the purpose of serving as the intended holding company for the Company at the completion of the Merger. HHC is a wholly owned subsidiary of Parent and has not carried on any activities to date, except for activities incidental to its incorporation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.

Merger Sub

Hawk Merger Sub, Inc.

c/o KSL Capital Partners, LLC
100 St. Paul St., Suite 800
Denver, CO 80206; and
c/o Aspen Skiing Company, L.L.C.
117 Aspen Airport Business Center
Aspen, CO 81611
Phone: (720) 284-6400 and (970) 923-0570

Merger Sub is a corporation incorporated under the laws of Delaware and was formed by Parent solely for the purpose of completing the Merger with the Company. Merger Sub is a wholly owned subsidiary of HHC, an indirect wholly owned subsidiary of Parent and has not carried on any activities to date, except for activities incidental to its incorporation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.

THE MERGER

Background of the Merger

From time to time since the Company’s initial public offering in February 2014, the Board and the Company’s management team (“Company Management”) have considered various strategic opportunities to maximize stockholder value. As part of the Company’s ongoing strategic planning process, the Board and Company Management periodically review and assess the Company’s competitive position and actively monitor and assess industry trends, the Company’s short- and long-term performance in light of the Company’s strategic plan, and potential strategic initiatives, including stock buybacks, internal restructurings, dispositions, acquisitions and strategic partnerships. The Board also periodically discusses potential risks that the Company faces in executing its strategic plan, including heightened exposure to unseasonable weather conditions and natural disasters, risks associated with the overall ski resort industry, competition in the Company’s business and other factors.

As part of these assessments, the Company has taken a number of actions to enhance stockholder value, such as the Company’s acquisition in September 2014 of the remaining 50.0% interest in Blue Mountain Resorts Limited Partnership it did not already own from Blue Mountain Resorts Holdings Inc. for CAD $58 million. Additionally, in January 2016, the Company completed the transaction to sell Intrawest Resort Club Group, its vacation club business, to Diamond Resorts International, Inc. for $85 million. Moreover, in connection with the Company’s ongoing assessment of strategic alternatives, Company Management periodically meets with investment banks covering the ski resort industry to review and assess various strategic alternatives, including a potential sale of the Company.

From time to time over the past two years, the Company and the Majority Stockholder have had discussions with Parent and others regarding possible strategic alternatives, including asset sales and a sale of the Company. Also from time to time, KSL Capital Partners in the ordinary course of its business expressed interest in the Company, but its expressions were not pursued. These contacts and any discussions that resulted were preliminary in nature and no agreements, arrangements or understandings regarding any transaction were reached.

In February 2016, the Company completed a modified “Dutch auction” self-tender offer pursuant to which the Company accepted for purchase approximately 5.6 million shares of its common stock at a purchase price of $9.00 per share, with the goal of improving share price and maximizing stockholder value.

On November 1, 2016, the Board, consisting of a majority of independent directors, held a meeting during which Company Management was also present. The Board discussed the recent indication from the Majority Stockholder that it believed that it was an opportune time to consider selling the Company and that it would be appropriate for all stockholders to participate pro rata in any control premium if the Board were to determine that a sale would be in the best interests of the Company and its stockholders. The Board then considered and discussed with Company Management possible strategic alternatives and considered hiring financial advisors. The Board authorized Company Management to interview financial advisors to assist the Company in connection with potential strategic alternatives on a confidential basis and report back to the Board with recommendations.

On November 18, 2016, the Board convened a meeting to hear presentations from representatives of each of Deutsche Bank Securities, Inc. (“Deutsche Bank”), Moelis & Company LLC (“Moelis”) and Houlihan Lokey Capital, Inc. (“Houlihan”), the three investment banks selected by Company Management based on a number of factors, including their previous experience, including with respect to the travel and leisure industry. Company Management and representatives of the Company’s regular outside legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) were also in attendance. Representatives of Skadden advised the Board regarding its fiduciary duties in connection with any evaluation of strategic alternatives. The Board then discussed whether to form a special committee. The Board discussed whether the Majority Stockholder or any director, including those affiliated with the Majority Stockholder, had any conflicts of interest, including whether management arrangements, liquidity or timing concerns or other factors gave rise to conflicts of interest. The Board then determined that no conflicts of interest existed and not to form a special committee. Skadden representatives then described the public company sale process generally and answered questions from the Board relating to public company merger agreements. Representatives of each of Moelis, Houlihan and Deutsche Bank joined the meeting separately to make presentations to the Board with respect to their proposed approach to a strategic review process. A separate question and answer period ensued between the Board and each of the three investment banks. Mr. Thomas F. Marano, Chief Executive Officer and President of the Company, advised that the Company

was not seeking approval at this time, and Company Management and the Board agreed to reconvene at a later date in order to give the Board more time to review the presentation materials provided prior to the meeting by representatives of each of Deutsche Bank, Moelis and Houlihan. The Board also considered the possible disruption and risk to the Company’s business that could result from the public disclosure of an exploratory sale process, including the resulting distraction of attention of Company Management and employees and potential that competitors would try to exploit any uncertainty and concluded that proceeding on a non-public basis was the optimal approach in light of these risks.

On November 28, 2016, the Board convened a special meeting to discuss the presentations delivered by the investment banks at the November 18 Board meeting. Company Management and representatives of Skadden were also in attendance. The Board discussed each of the presentations and each investment bank’s experience in advising companies under similar circumstances, as well as each firm’s experience in the travel and leisure industry. After consideration of those factors, the Board subsequently authorized management to retain Moelis, Deutsche Bank and Houlihan.

On December 21, 2016, Deutsche Bank provided a disclosure to the Board regarding services Deutsche Bank or its affiliates have provided, for which they have received investment banking, commercial banking (including extension of credit) and other financial service fees from the Company.

With the assistance of the Company’s financial advisors, Company Management developed a list of potential parties, which was provided to the Board, and began the initial outreach process. Beginning in late December 2016 and continuing through February 2017, representatives of the Company’s financial advisors were in contact with 173 potential buyers during the sale process (including unsolicited inbound interest from 5 parties), 16 of which were strategic parties in the global ski industry (“Strategic Parties”), 63 of which were North American and European financial sponsors including pension funds (“Financial Sponsors”), 51 of which were high net worth individuals (“HNW”), sovereign wealth funds (“SWF”) or family offices, 32 of which were institutional investors / hospitality industry participants, primarily from the Middle East and Asia (“MEA Investors”), 9 of which were real estate investors and 2 of which were special purpose acquisition companies (“SPACs”). Of the 173 potential buyers, 78 were sent non-disclosure agreements (“NDAs”), 13 of which were Strategic Parties, 36 of which were Financial Sponsors, 11 of which were HNW, SWF or family offices, 13 of which were MEA Investors, 3 of which were real estate investors and 2 of which were SPACs. Of the 78 potential buyers that received NDAs, 52 signed NDAs, 11 of which were Strategic Parties, 26 of which were Financial Sponsors, 6 of which were HNW, SWF or family offices, 7 of which were MEA Investors, one of which was a real estate investor and one of which was a SPAC. The NDA provisions, which did not include a “don’t ask, don’t waive” standstill provision and included an anti-clubbing provision, were designed to provide the Board with control over the strategic review process, as well as any public disclosures with respect to such process, and afforded the Board the ability to maximize stockholder value with respect to any proposals received during the course of such process. In January 2017, the Company began providing the 52 parties that executed NDAs with information related to the Company, including a confidential information memorandum (“CIM”), which contained general background, confidential non-public information and non-public projections. From January 13, 2017 to February 13, 2017, representatives of the Company’s financial advisors assisted the Company in managing first-round buyer due diligence. During this period, representatives of the Company’s financial advisors were also in contact with the potential parties who received CIMs to answer questions and discuss the Company and sales process. Each of KSL Capital Partners, Crown, Party 1, Party 2 and Party 3 were part of the initial outreach process, executed NDAs in January 2017 and were provided with CIMs and the ability to engage in first-round buyer due diligence.

Representatives of Moelis and Deutsche Bank received requests from certain parties that the Company waive certain restrictions in the NDAs in order to allow these parties to provide equity or debt financing to, and/or partner with, other parties, through which they could submit a single indication of interest to the Company. Upon receipt of each party’s partnering request, representatives of Moelis and Deutsche Bank discussed with the Company the advisability of permitting such arrangements on a case-by-case basis, including whether there were any conflicts with any other existing partnership requests from other parties, and determined whether it would be advisable to permit each party’s specific request.

On January 13, 2017, news reports were published speculating that the Company was considering strategic alternatives, including an article published by Thomson-Reuters reporting that the Company was exploring a potential sale.

At the close of trading on January 13, 2017, the Company’s shares traded at $18.81 per share, representing an increase of 10.8% over the closing price of $16.97 per share on the previous day.

On January 24, 2017, representatives of Moelis and Deutsche Bank, at the direction of Company Management, sent first round process letters to each prospective buyer that had executed an NDA requesting submission of a detailed, nonbinding indication of interest to purchase 100% of the equity of the Company by February 13, 2017.

On or about February 13, 2017, the Company received preliminary indications of interest (“IOIs”) from six parties (three of which were from Strategic Parties and three of which were from Financial Sponsors), as follows: KSL Capital Partners submitted a nonbinding indication of interest to acquire the entire Company for between $23.00-$26.00 per share in cash; Party 1 submitted a nonbinding indication of interest to acquire the Company for between $20.00-$22.00 per share in cash; Party 2 submitted a nonbinding indication of interest to acquire the Company for between $21.00-$23.00 per share in cash; Crown and Aspen submitted a nonbinding indication of interest to acquire either (i) the Company’s Steamboat, Winter Park and CMH businesses for a total of $941 million-$1.129 billion in cash or (ii) the Company’s Steamboat and Winter Park businesses for a total of $732 million-$878 million in cash; Party 3 submitted a nonbinding indication of interest to acquire the entire Company for between $19.74-$21.47 per share in cash; and Party 4 submitted a nonbinding indication of interest to acquire the entire Company for between $19.00-$20.00 per share. Representatives of Moelis and Deutsche Bank informed the Company of the various rationales received from declining parties as to why they were declining to submit an indication of interest, including, but not limited to, the perceived run up in the Company’s stock price following publication of the article by Thomson-Reuters reporting that the Company was exploring a potential sale, concern regarding achievability of the Company’s forecasts, including ticket price increases and margin expansion, concerns regarding long-term trends of the ski industry (i.e., <1% annual growth in skier visits for approximately the last 20 years), concerns regarding seasonality, as well as the impact of and exposure to weather, and the longer term impact of climate change and potential deferred maintenance capital expenditures, concerns regarding earnings volatility, lack of strategic fit, complexity of the business and lack of interest in the North American market.

On February 15, 2017, the Board convened a meeting and invited representatives of each of Skadden, Moelis and Deutsche Bank to join. Company Management was also in attendance. The representatives of each of Moelis and Deutsche Bank provided the Board with an overview of the strategic review process and reviewed the first round indications of interest received. Such representatives indicated that a virtual data room would be set up and management presentations would be scheduled over the coming weeks, and provided their preliminary views as to the indications of interest. Representatives of Skadden presented an overview of certain aspects of the strategic review process going forward and discussed the Board’s fiduciary duties. The Board discussed the individual expressions of interest with the financial and legal advisors and the strategy to maximize stockholder value. The Board, in the interest of obtaining the highest price reasonably available for the Company and maximizing competitive pressure to exact the highest bids from all remaining parties, authorized Moelis and Deutsche Bank to proceed with the strategic review process and to advance KSL Capital Partners, Party 1 and Party 2 to the next round based on the quality of their bids and their ability to successfully consummate a transaction.

Following the Board’s selection, at the February 15, 2017 Board meeting, of parties to be invited to participate in the next stage of the strategic review process and submit final bids, representatives of Moelis and Deutsche Bank invited KSL Capital Partners, Party 1 and Party 2 to the final round of the bidding process and opened the “Round 2” virtual data room containing additional due diligence materials to permit the parties to conduct their next level of due diligence review. Parties 3 and 4 were contacted and informed that each needed to raise its indication of interest in order to be considered or recommended to advance to “Round 2.” Party 3 raised its indication of interest on February 16, 2017 to a range of $21.50-$23.22 per share in cash. Party 4 did not raise its indication of interest at such time and never proceeded further. The Board also authorized Moelis and Deutsche Bank to inform Crown and Aspen that it was not allowed to continue in the process because it was non-compliant in that it only expressed interest in the Company’s Streamboat, Winter Park and CMH businesses.

On February 16, 2017, representatives of Deutsche Bank informed Crown and Aspen that they were eliminated from the process.

From the period of February 22, 2017 through March 28, 2017 Company Management gave presentations to the remaining parties, including the Party 3 Consortium (as defined below) and permitted those parties to conduct resort and site tours of Company properties. The remaining parties continued to conduct extensive due diligence on the Company, including multiple meetings with management, resort and site tours and business, financial, legal, accounting and other due diligence investigations of the Company. Each of the remaining parties submitted numerous requests for additional information. In response to these diligence requests, the Company provided access to extensive data through its online data room, and management conducted numerous meetings, conference calls and resort and site tours with each of those potential buyers.

On February 22, 2017, representatives of Moelis and Deutsche Bank were informed that KSL Capital Partners and Crown desired to join to form a consortium. Representatives of Moelis and Deutsche Bank discussed with the Company the advisability of permitting such an arrangement, including whether there were any conflicts with any other existing or previous partnership requests from other parties. After discussion and consideration, Company Management determined that it would be advisable to permit KSL Capital Partners and Crown to enter into such an arrangement because the formation of a consortium of KSL Capital Partners and Crown would likely be able to provide higher value for the Company’s stockholders, and their determination was then relayed to KSL Capital Partners and Crown which joined together to form Parent.

In March 2017, Company Management and representatives of Moelis and Deutsche Bank continued to meet and participate in calls, with Parent, Party 1 and Party 2, to assist those parties in completing their due diligence processes.

On March 3, 2017, Party 2 dropped out of the process following the management presentations, citing business complexity and competition from other operators in the ski industry.

On March 7, 2017, representatives of Moelis and Deutsche Bank, at the direction and on behalf of the Company, sent to each of Parent and Party 1 a final round process letter requesting that parties submit a detailed, binding indication of interest to purchase 100% of the equity of the Company by March 29, 2017 and submit a mark-up of the draft Merger Agreement by March 24, 2017. An auction draft of the Merger Agreement was also provided.

On March 11, 2017, the Company received a revised letter from a consortium led by Party 3 (the “Party 3 Consortium”) describing the members of the consortium and their previous initial indication of interest. The Party 3 Consortium proposed to either (i) acquire all of the stock of the Company for raised cash consideration or (ii) alternatively, acquire a subset of the Company’s resorts, if that was of interest to the Company. Representatives of Moelis and Deutsche Bank discussed with the Company the advisability of permitting such an arrangement, including whether there were any conflicts with any other existing or previous partnership requests from other parties. After discussion and consideration by Company Management and members of the Board, the determination was made that it would be advisable to permit the members of the Party 3 Consortium to enter into such an arrangement because the formation of such a consortium would likely be able to provide higher value for the Company’s stockholders, and their determination was then relayed to Party 3 and the other members of the Party 3 Consortium.

On March 14, 2017, the Party 3 Consortium was provided with a final round process letter and invited to submit a final round bid. The Party 3 Consortium was also given access to the “Round 2” virtual data room and was provided with a copy of the draft Merger Agreement.

On March 22, 2017, Deutsche Bank provided an updated disclosure to the Board regarding services Deutsche Bank or its affiliates have provided, for which they have received investment banking, commercial banking (including extension of credit) and other financial service fees from the Company and from certain potential bidders and certain of their affiliates.

On March 23, 2017, Party 1 dropped out of the process following the management presentations and additional diligence, citing valuation and potential additional required capital expenditures not reflected in the Company Forecast (as defined below in “Certain Company Forecasts” beginning on page 46 ).

On March 23, 2017, representatives of Hogan Lovells US LLP (“Hogan Lovells”), counsel to Parent, called representatives of Skadden to discuss the draft Merger Agreement, including whether the Company considered providing for stockholder approval of the Merger Agreement pursuant to a written consent of the Majority

Stockholder, rather than pursuant to a vote held at a stockholder meeting as provided in the auction draft of the Merger Agreement. Representatives of Skadden communicated to Hogan Lovells that the auction draft of the Merger Agreement was intentionally drafted to include a stockholder vote at a meeting of stockholders.

On March 24, 2017, Parent provided an initial mark-up of the Merger Agreement. Shortly after receipt of the mark-up, representatives of Skadden sent a list of high level issues to Company Management for its review, which noted several key issues, including: (i) a proposal, for the Company to consider, that Majority Stockholder deliver a stockholder written consent approving the transaction within 24 hours of signing, (ii) a proposal for receipt of a “reverse termination fee” in the amount of 6% of Company equity value as the Company’s sole and exclusive remedy in the event of either a Parent breach or a Parent failure to close (whether intentional, due to a financing failure or otherwise), (iii) additional conditions to closing, including approvals under the Investment Canada Act, Competition Act and Canada Transportation Act as well as receipt of certain USFS Permits and Canadian Permits, as defined in the Merger Agreement and (iv) Parent’s rejection of the unqualified standard for regulatory efforts included in the draft auction Merger Agreement and an express provision that Parent would not be required to effect any divestitures or litigate in order to obtain regulatory approval. No price was proposed at this time.

On March 28, 2017, Company Management gave a presentation to representatives of Party 3.

On March 29, 2017, the Company received a “final round” cash bid from Parent for $23.00 per share of the Company Common Stock, representing a 35.5% premium to the closing price on January 12, 2017, the trading day prior to the January 13, 2017 Thomson-Reuters article, and a 35.1% premium to the volume weighted average closing price of the common stock for the 90 day period ending on January 12, 2017. The Company also received draft equity commitment and limited guaranty letters from KSL Capital Partners and Crown, and a draft debt commitment letter from JPMorgan Chase Bank, N.A. (“JPM”) relating to Parent’s bid. The bid indicated that Parent had completed virtually all of its diligence subject to a few remaining open confirmatory items, which Parent was prepared to complete extremely expeditiously and that the bid would expire at 5:00 p.m. (Eastern time) on March 31, 2017.

On March 30, Mr. Marano shared the bid from Parent with the Board members. Also on this date, at the direction of the Company, representatives of Moelis and Deutsche Bank informed Parent that it would have to improve its offer price.

On March 31, 2017, the Company convened a Board meeting to consider the bid from Parent. Company Management and representatives of Skadden were invited to join. The Board, Company Management and representatives of Skadden discussed the potential advantages and disadvantages of pursuing such a transaction. The Board discussed Parent’s proposal with Company Management and representatives of Skadden and asked about timing of the strategic review process and expectations with respect to any other potential bids. The Board then discussed Parent’s offer and inquired as to the terms that could be expected in the draft merger agreement. Representatives of Skadden described the anticipated transaction terms and reminded the Board that it need not make any decision about the proposed transaction at such time, noting that the directors should only make such a decision after informing themselves of all reasonable alternatives and concluding that a sale of the Company is in the best interests of all stockholders of the Company, as compared to remaining an independent company, after considering the attendant risks, uncertainties and benefits that remaining independent would entail. Skadden representatives answered questions from the directors about Parent’s mark-up of the Merger Agreement and the directors’ fiduciary duties. After further discussion, the Board instructed Company Management and the Company’s legal advisors to continue to negotiate potential terms with Parent.

On March 31, 2017, the Company received a revised indication of interest from the Party 3 Consortium. Subject to the findings of continued due diligence, the Party 3 Consortium anticipated moving its offer price range to (i) $23.22 to $25.00 per share for a cash purchase of all equity of the Company or (ii) 9.0x to 10.5x EBITDA or total purchase price of $620 million to $700 million as a standalone transaction or as part of a consortium transaction for one or more of the resorts of Blue Mountain, Tremblant and Winter Park. Representatives of Moelis and Deutsche Bank subsequently held several calls with Party 3 management on March 31, 2017 to clarify their indication. Such representatives learned that the Party 3 Consortium estimated that it had identified sources for only approximately 60% of the equity that would be necessary to support its indication of interest for a cash purchase of all equity of the Company at the time the letter was delivered to the Company. The Party 3 Consortium did not submit any debt commitment letter (because it had yet to arrange

financing) and was in preliminary discussions with potential lenders. The Party 3 Consortium also indicated that it would need approximately four to six weeks to finish diligence and secure firm equity and debt commitments in order to submit a binding bid. The Party 3 Consortium was not excluded from the virtual data room until announcement of the Merger, at which time such access to the virtual data room was terminated.

On March 31, 2017, representatives of Skadden, after consultation with, and on behalf of, the Company, sent a revised draft of the Merger Agreement to Parent’s counsel that included, among other things: (i) a rejection of the requirement that the Company deliver a written consent from the Majority Stockholder to approve the Merger, but instead indicated that the Company and the Majority Stockholder would be willing to consider delivery of a voting agreement at signing that would require the Majority Stockholder to vote 30% of the Company’s outstanding shares held by it in favor of the Merger (with the percentage reduced to 20% if the Board effected a change in recommendation); (ii) an increased reverse termination fee of 8% of the Company’s equity value (to be paid by Parent if Parent breaches and fails to close, whether as a result of financing failure, willful breach by Parent or otherwise) and an ability for the Company to obtain specific performance for Parent’s breaches pre-termination (provided Parent would only be required to close if debt financing was available); (iii) rejection of closing conditions that would require the Company to obtain consents with respect to the USFS Permits and Canadian Permits and Parent to obtain ICA approval of the Merger; and (iv) a reversion to the unqualified regulatory efforts standard, that expressly required Parent to effect any divestitures and engage in any necessary litigation in order to obtain regulatory approval. Also after consultation with the Company, representatives of Skadden provided a revised draft of Parent’s debt commitment letter to Parent’s counsel and to counsel for Parent’s lender. The price remained open at this time.

Later that day, representatives of Moelis and Deutsche Bank received a revised bid orally from representatives of Goldman, Sachs & Co., on behalf of Parent, increasing the consideration of Parent’s all-cash offer to $23.50 per share.

On April 1, 2017, representatives of Skadden received a revised draft of the Merger Agreement from Parent’s counsel, on behalf of Parent, that included: (i) Parent’s proposal that the Majority Stockholder provide a written consent within 24 hours of signing the agreement and that the Company be prohibited from responding to unsolicited proposals and terminating the Merger Agreement in favor of a superior proposal after delivery of the stockholder consent; (ii) a decreased reverse termination fee in the amount of 6% of the Company’s equity value as the Company’s sole and exclusive remedy in the event of either a Parent breach or a Parent failure to close (whether intentional, due to a financing failure or otherwise); (iii) reinsertion of conditions with respect to the Company obtaining consents related to certain USFS Permits and Canadian Permits; (iv) rejection of the Company’s proposed unqualified efforts standard, replacing it with an express provision that Parent will not be required to effect any divestitures or engage in any necessary litigation in order to obtain regulatory approval; and (v) an increase in the scope of the Company’s representations and warranties as compared to the Company’s draft of the Merger Agreement as of March 31, 2017. Representatives of Skadden provided a list of the high-level issues to Company Management and discussed the revised draft of the Merger Agreement with them. Mr. Marano and Mr. Peter McDermott, a partner at KSL Capital Partners, also discussed the most significant open issues. The price remained open at this time.

On April 2, 2017, after consultation with, and on behalf of, the Company, representatives of Skadden sent a revised draft of the Merger Agreement to Parent’s counsel that, among other things: (i) rejected the obligation of the Company to deliver a written stockholder consent from its Majority Stockholder approving the Merger within 24 hours of signing but instead reverted to the special stockholder meeting, and delivery of a voting agreement at signing that would provide that the Majority Stockholder would vote 30% of the Company’s outstanding shares held by it in favor of the Merger (with the percentage reduced to 20% if the Board effected a change in recommendation); (ii) increased the reverse termination fee to 8% of the Company’s equity value (to be paid by Parent if Parent breached and failed to close, whether as a result of financing failure, willful breach by Parent or otherwise) and allowed the Company to obtain specific performance for Parent’s breaches pre-termination (provided Parent would only be required to close if debt financing was available); (iii) rejected the closing conditions that would require the Company to obtain consents with respect to the USFS Permits and Canadian Permits; (iv) provided once again for an unqualified regulatory efforts standard that expressly required Parent to effect any divestitures and engage in any necessary litigation in order to obtain regulatory approval; and

(v) narrowed the scope of the Company’s representations and warranties, from Parent’s attempt to expand the scope in its last draft. The price remained open at this time. On April 3, Mr. Marano and Mr. McDermott discussed the status of negotiations, and Mr. Marano informed Mr. McDermott that Parent’s current offer of $23.50 per share was still insufficient.

On April 4, 2017, Parent submitted a revised draft of the Merger Agreement along with a letter, including: (i) Parent’s demand that the Majority Stockholder deliver a written consent approving the Merger Agreement within 24 hours of signing; (ii) Parent’s compromise proposal on a reverse termination fee in the amount of 7% of equity value for both a financing failure as well as a failure to receive antitrust approval for the Merger; (iii) Parent’s continued insistence on including closing conditions for the transfer of the USFS Permits and Canadian Permits, which Parent described as being fundamental to its ability to operate the Company after closing (the conditions now also required the new permits to have substantially the same material terms and conditions as the existing permits); and (iv) Parent’s acceptance of the majority of the Company’s positions on the scope of the representations and warranties. The revised draft did not require Parent to divest any assets in order to obtain antitrust clearance to consummate the Merger, but offered a 7% reverse termination fee as a compromise position for a (i) failure to receive HSR clearance by the End Date, as defined in the Merger Agreement or (ii) final, non-appealable order preventing consummation of the Merger (solely relating to the HSR Act). Representatives of Skadden provided a list of the high-level issues to Company Management and discussed the revised draft of the Merger Agreement with them. The price remained open at this time.

On April 4, 2017, Mr. Marano and Mr. McDermott discussed the terms of the transaction. Mr. McDermott informed Mr. Marano that Parent might be willing to increase its bid to $23.75 per share if the Company would agree to deliver a written consent from its Majority Stockholder (but that Parent would not be willing to go higher than $23.75). No agreement was reached at this time.

On April 5, 2017, after consultation with, and on behalf of, the Company, representatives of Skadden sent a revised draft of the Merger Agreement to Parent’s counsel that included, among other things: (i) the Company’s counter proposal that a written consent could be obtained from the Majority Stockholder, only if during the 30 day period following delivery of the stockholder consent, the Company would be permitted to respond to unsolicited proposals and to terminate the Merger Agreement in favor of a superior proposal, (ii) acceptance of Parent’s proposed regulatory efforts standard that would not require Parent to divest any assets to obtain regulatory clearance in exchange for the 7% reverse termination fee in the event that HSR approval was not obtained and (iii) indication that conditions for USFS Permits and Canadian Permits were still being considered. The price remained open at this time.

On April 5, 2017, the Company convened a Board meeting. Company Management and representatives of Skadden were also in attendance. Management provided an update on process, and described a request from representatives of Moelis and Deutsche Bank that the Board direct Moelis and Deutsche Bank as to the projections to use in their fairness analysis. Management reviewed with the Board information, previously sent to the Board, that summarized certain historical and projected financial information (with projections extending through fiscal year 2022), as further described under “Certain Company Forecasts” beginning on page 46 . Management also reviewed the assumptions used in preparing the projections, and discussed the results, compared to projections, for fiscal 2017 results to date. The directors discussed the information presented and noted that the Company’s industry was inherently a very difficult business to forecast given the seasonality and variability related to weather conditions from year to year. The Board concluded that the projections appeared to be reasonably prepared on a basis reflecting the best currently available estimates and judgments of Company Management as to the future performance of the Company. The Board then directed Moelis and Deutsche Bank to rely on, and consented to Moelis and Deutsche Bank relying on, the Company Forecasts (as defined below in “Certain Company Forecasts” beginning on page 46 ) presented at the meeting in the preparation of Moelis’ and Deutsche Bank’s fairness analyses. The Board fully discussed the current market price of the Company’s shares with the Company Management and the Company’s legal advisors in light of the January 13, 2017 Thomson-Reuters article and the closing stock price of $16.97 on that date.

Management reported to the Board its belief based on Mr. Marano’s discussion with Mr. McDermott on April 4, 2017, that Parent was near its best and final price. Management also shared its belief that the Party 3 Consortium was at least four to six weeks away from being able to line up the financing and complete the diligence necessary to make a definitive proposal and was unlikely to get to a proposal in line with the

Company’s strategic review process. Representatives of Skadden then discussed with the Board the process being undertaken in connection with a potential transaction and the Board’s fiduciary duties. The Board authorized Company Management and Skadden to continue negotiating the Merger Agreement.

On April 5, 2017, Deutsche Bank provided an updated disclosure to the Board regarding services Deutsche Bank or its affiliates have provided, for which they have received investment banking, commercial banking (including extension of credit) and other financial service fees from the Company and from Parent, and certain of their affiliates, and Moelis provided disclosure to the Board regarding relationships between Moelis, Parent and affiliates of Parent.

On April 6, 2017, representatives of Skadden and Hogan Lovells exchanged further revised drafts of the Merger Agreement throughout the day, and the parties and their counsel continued to negotiate the remaining open points in the Merger Agreement on behalf of the Company and Parent, including with respect to regulatory closing conditions and delivery of stockholder approval to the Merger by written stockholder consent of the Majority Stockholder. The remaining open points in the Merger Agreement were also discussed with Company Management. Price remained open at this time. Also on April 6, 2017, Moelis provided disclosure to the Board regarding relationships between Moelis, Fortress and affiliates of Fortress and certain other companies in which affiliates of Fortress had investments.

On April 6, 2017, the Company convened a Board meeting. Also in attendance were Company Management and representatives of each of Moelis, Deutsche Bank and Skadden. On April 5, 2017, in advance of the Board meeting to be held on April 6, 2017, the directors were provided with materials from Moelis’ and Deutsche Bank’s preliminary financial information and analysis regarding the Company and a potential transaction with Parent that assumed a per share price of $23.50 per share. At the meeting, the Company’s management and representatives of the Company’s advisors updated the Board regarding the proposed transaction and the status of Parent’s bid. Representatives of Moelis reviewed the robust sales process that had been undertaken. Representatives of Moelis also reviewed their financial analysis of Parent’s proposal to acquire the Company, assuming a purchase price of $23.50 per share. Representatives of Deutsche Bank then walked the Board through the key data points with respect to their financial analysis of Parent’s bid to acquire the Company, assuming a purchase price of $23.50. Representatives of Deutsche Bank stated that they agreed with Moelis’ summary of the strategic review process to date. In addition, representatives of Skadden discussed with the Board its fiduciary duties under Delaware law in connection with a possible sale of the Company as well as certain Merger Agreement terms. That same day, the Board directed Company Management to ask Moelis and Deutsche Bank the extent of the decline to the market price of the Company’s stock if no transaction were to be announced given ongoing speculation in the market about the Company pursuing a strategic transaction. The Board instructed representatives of Moelis and Deutsche Bank and the Company’s management to continue to proceed with the negotiations with Parent and to try to increase the price term. The Board believed that proceeding with Parent rather than the Party 3 Consortium was in the best interests of the Company’s stockholders and would lead to obtaining the best price reasonably obtainable to the stockholders as further engagement with the Party 3 Consortium would have disrupted the process with Parent, risking its continued participation in the process and the value of its offer, and delaying the process to accommodate the Party 3 Consortium, was unlikely to produce a definitive proposal within the next four to six weeks, if ever, and was unlikely to lead to a higher value given the delay and uncertainties inherent in the Party 3 Consortium’s indication of interest. The Board fully discussed the current market price of the Company’s shares in light of the January 13, 2017 Thomson-Reuters article. Further, the Board also discussed alternatives to a potential sale of the Company, including remaining as a standalone company.

On April 6, 2017, in advance of the Board meeting to be held on April 7, 2017, representatives of Skadden provided to the Board: (i) a copy of the then-current version of the Merger Agreement under negotiation with Parent; (ii) Parent’s draft debt commitment papers; (iii) Parent’s draft equity commitment letters; (iv) Parent’s draft form of limited guaranty; (v) an executive summary of the then-current Merger Agreement, debt commitment papers, equity commitment letters and limited guaranty; (vi) a presentation prepared by Skadden regarding the fiduciary duties of the Board; and (vii) proposed resolutions for the Board’s consideration.

On April 6 and 7, the parties and their advisors continued to negotiate the terms of the Merger Agreement and related documents, during which time Parent reiterated its position that the offer of $23.75 was final, that Parent required the Company’s acceptance of the Merger Agreement terms (including requiring the Company to deliver a written consent, approving the Merger, from its Majority Stockholder within 24 hours of execution of a

merger agreement), that there were no other significant outstanding issues and that Parent was committed to work to announce the transaction before market open on Monday, April 10, 2016. After consultation with the Company, representatives of Skadden provided a revised draft of the forms of Parent’s equity commitment letter and limited guaranty to Parent’s counsel. The parties continued to negotiate the terms of, and worked to finalize any open issues in, Parent’s debt commitment letter, equity commitment letters and limited guaranties.

On April 7, 2017, the Board held a meeting. Also in attendance were representatives of the Company’s senior management, Moelis, Deutsche Bank and Skadden. Company Management provided an update on the most recent discussions on the transaction and communicated Parent’s statement that its offer to pay $23.75 per share was contingent on the Company’s acceptance of the Merger Agreement terms (including requiring the Company to deliver a written consent, approving the Merger, from its Majority Stockholder within 24 hours) and was its “final and best” offer. Skadden discussed the Board’s fiduciary duties and then reviewed with the Board the key legal terms of the Merger Agreement as well as the key terms of Parent’s debt and equity financing documents and limited guaranties.

Representatives of Deutsche Bank gave a financial presentation to the Board and reviewed with the Board their financial analysis of the $23.75 price per share. After a brief discussion, at the request of the Board, representatives of Deutsche Bank rendered to the Board an oral opinion, confirmed by a delivery of a written opinion dated April 7, 2017, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Deutsche Bank’s written opinion, the Merger Consideration was fair, from a financial point of view, to the holders of Company Common Stock, excluding Fortress and its affiliates. Representatives of Moelis then updated their financial presentation previously presented to the Board and reviewed with the Board their financial analysis of the $23.75 price per share Merger Consideration. Representatives of Moelis, at the request of the Board, delivered an oral opinion of Moelis, which opinion was subsequently confirmed by delivery of a written opinion, dated April 7, 2017, addressed to the Board, to the effect that, as of the date of such opinion, and based upon and subject to the conditions and limitations set forth in the opinion, the Merger Consideration of $23.75 in cash per share was fair, from a financial point of view, to such holders (other than Fortress and its affiliates). The Board discussed with management and its advisors the information that was disclosed in Moelis’ and Deutsche Bank’s disclosures of certain relationships. The Board also discussed with representatives of each of Moelis and Deutsche Bank their view about how the Company stock price might decline if the Company terminated the current sale process and the market became aware of such termination (without indicating a specific number).

Following additional discussion and deliberation, by a unanimous vote, the Board unanimously (a) determined that the terms of the Merger Agreement were fair to and in the best interests of the Company and its stockholders, (b) approved, adopted and declared advisable the Merger Agreement, (c) authorized the officers of the Company to sign the Merger Agreement, which was executed by the Company, Parent, HHC and Merger Sub on April 7, 2017, (d) resolved to recommend adoption of the Merger Agreement by the stockholders of the Company and (e) resolved to seek and use reasonable best efforts to obtain the Stockholder Written Consent in lieu of an annual or special meeting of stockholders for their approval and adoption in accordance with the applicable requirements of the DGCL.

Following the execution of the Merger Agreement, the Majority Stockholder, holding approximately a 67.9% ownership interest in the Company, delivered a written consent, dated April 8, 2017, approving the Merger Agreement and the transactions contemplated thereby, which was delivered to Parent within 24 hours of signing the Merger Agreement, as contemplated by the Merger Agreement.

Reasons for the Merger

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Board consulted with the senior management of the Company, as well as representatives of Deutsche Bank, Moelis and Skadden. In the course of making the determination that the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, the Company and its stockholders, approving and declaring advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and recommending that the holders of Company Common Stock vote in favor of adopting the Merger Agreement, the Board considered numerous factors, including the following material factors and benefits of the Merger:

The Board also considered and balanced the potentially positive factors against a number of potentially negative factors concerning the Merger, including the following factors:

During its consideration of the transaction with Parent, the Board was also aware of and considered that the Company’s directors and executive officers may have interests in the Merger that differ from, or are in addition to, their interests as stockholders of the Company generally, as described under “The Merger—Interests of Our Directors and Executive Officers in the Merger” beginning on page 50 .

After taking into account all of the factors set forth above, as well as others, the Board unanimously determined that the potentially positive factors outweighed the potentially negative factors. The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but summarizes the material information and factors considered by the Board in its consideration of the Merger. The Board reached the decision to unanimously recommend and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, in light of the factors described above and other factors the Board felt were appropriate. In view of the variety of factors and the quality and amount of information considered, the Board did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and individual members of the Board may have given different weights to different factors. The Board conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, management of the Company, Deutsche Bank, Moelis and Houlihan, as financial advisors, and Skadden, as legal advisor, and considered the factors overall to be favorable to, and to support, its determinations. It should be noted that this explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 14 .

Opinion of Deutsche Bank

At the April 7, 2017 meeting of the Board, Deutsche Bank delivered its oral opinion to the Board, subsequently confirmed in a written opinion dated April 7, 2017, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Deutsche Bank in preparing its opinion, the Merger Consideration to be received by holders of Company Common Stock, other than Fortress and its affiliates, was fair, from a financial point of view, to such holders.

The full text of Deutsche Bank’s written opinion, dated April 7, 2017, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Deutsche Bank in connection with the opinion, is included in this information statement as Annex B and is incorporated herein by reference. The summary of Deutsche Bank’s opinion set forth in this information statement is qualified in its entirety by reference to the full text of the opinion. Deutsche Bank’s opinion was approved and authorized for issuance by a Deutsche Bank fairness opinion review committee and was addressed to, and for the use and benefit of, the Board in connection with and for purposes of its evaluation of the Merger. Deutsche Bank expressed no opinion, and its opinion does not constitute a recommendation, as to how any holder of Company Common Stock should have voted with respect to the Merger. Deutsche Bank’s opinion was limited to the fairness of the Merger Consideration, from a financial point of view, to the holders of Company Common Stock, other than Fortress and its affiliates, as of the date of the opinion. Deutsche Bank’s opinion did not address any other terms of the Merger or the Merger Agreement. Deutsche Bank was not asked to, and Deutsche Bank’s opinion did not, address the fairness of the Merger, or any consideration received in connection therewith, to Fortress and its affiliates or to the holders of any other class of securities, creditors or other constituencies of the Company’s, nor did it address the fairness of the contemplated benefits of the Merger. Deutsche Bank expressed no opinion as to the merits of the underlying business decision of the Company to engage in the Merger or the relative merits of the Merger as compared to any alternative transactions or business strategies. Also, Deutsche Bank did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of the Company’s officers, directors or employees, or any class of such persons, in connection with the Merger relative to the Merger Consideration to be received by holders of Company Common Stock or otherwise.

In connection with its role as financial advisor to the Company, and in arriving at its opinion, Deutsche Bank reviewed certain publicly available financial and other information concerning the Company and certain internal analyses, financial forecasts and other information relating to the Company prepared by the management of the Company. Deutsche Bank also held discussions with certain senior officers and other representatives and advisors of the Company regarding the Company’s businesses and prospects. In addition, Deutsche Bank:

Deutsche Bank did not assume responsibility for independent verification of, and did not independently verify, any information, whether publicly available or furnished to it, concerning the Company, including, without limitation, any financial information considered in connection with the rendering of its opinion. Accordingly, for purposes of its opinion, Deutsche Bank, with the knowledge and permission of the Board, assumed and relied upon the accuracy and completeness of all such information. At the Board’s direction, Deutsche Bank valued the Company’s interest in MMSA Holdings Inc. in its analyses at the $22 million book value provided to it by the

Company’s management (the “Mammoth Valuation”). ¹ Deutsche Bank did not independently verify the Mammoth Valuation and assumed, at the Board’s direction, that the Mammoth Valuation had been reasonably prepared, and it expressed no view as to the reasonableness of the Mammoth Valuation. At the Board’s direction, Deutsche Bank valued approximately 1,113 acres of undeveloped land owned by the Company in its analyses at the $136 million book value provided to it by the Company’s management (the “Undeveloped Land Valuation”). Deutsche Bank did not independently verify the Undeveloped Land Valuation and assumed, at the Board’s direction, that the Undeveloped Land Valuation had been reasonably prepared, and it expressed no view as to the reasonableness of the Undeveloped Land Valuation. Deutsche Bank did not conduct a physical inspection of any of the properties (including real property) or assets, and did not prepare, obtain or review any independent evaluation or appraisal of any of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets or liabilities), of the Company or Parent or any of their respective subsidiaries, nor did Deutsche Bank evaluate the Company’s solvency or fair value under any law relating to bankruptcy, insolvency or similar matters.

With respect to the financial forecasts made available to Deutsche Bank and used in its analyses, Deutsche Bank assumed at the Board’s direction that such forecasts had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the matters covered thereby. Among other things, Deutsche Bank noted that such financial forecasts (i) assumed that each ski facility experiences favorable weather conditions for every year during the projection period even though such assumption is contrary to historical experience and (ii) do not include incremental or other remedial capital expenditures (a) at the level suggested by extrapolating from the capital expenditure level of the primary operator of comparable ski facilities (among operators with publicly-available information), nor (b) at the level identified by certain prospective buyers, including Parent. Deutsche Bank expressed no view as to the reasonableness of such forecasts and projections or the assumptions on which they are based. However, for purposes of its analyses and the opinion it expressed, in light of the results of the Company’s exploration of interest in the acquisition of the Company, Deutsche Bank took into consideration certain downside risks to such financial forecasts. Deutsche Bank’s opinion was necessarily based upon economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Deutsche Bank expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which it becomes aware after the date of its opinion.

For purposes of rendering its opinion, Deutsche Bank assumed, with the knowledge and permission of the Board, that in all respects material to its analysis, the Merger would be consummated in accordance with the terms of the Merger Agreement, without any waiver, modification or amendment of any term, condition or agreement that would be material to its analysis. Deutsche Bank also assumed, with the knowledge and permission of the Board, that all material governmental, regulatory or other approvals and consents required in connection with the consummation of the Merger would be obtained and that in connection with obtaining any necessary governmental, regulatory or other approvals and consents, no restrictions, terms or conditions would be imposed that would be material to its analysis. Deutsche Bank is not a legal, regulatory, tax or accounting expert and Deutsche Bank relied on the assessments made by the Company and its other advisors with respect to such issues.

Summary of Material Financial Analyses of Deutsche Bank

The following is a summary of the material financial analyses presented by Deutsche Bank to the Board at its meeting held on April 7, 2017, and that were used in connection with rendering its opinion described above. In accordance with customary investment banking practice, Deutsche Bank employed generally accepted valuation methods in reaching its opinion. The following summary does not purport to be a complete description of the financial analyses performed by Deutsche Bank, nor does the order in which the analyses are described represent the relative importance or weight given to the analyses by Deutsche Bank. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone and, in order to fully understand the financial analyses used by Deutsche Bank, the tables must be read together with the full text of each summary. Considering the data set forth in the tables without considering the full

narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Deutsche Bank’s financial analyses. Except as otherwise noted, all quantitative information, to the extent it is based on market data, is based on market data as it existed on or before April 6, 2017, one trading day before the meeting of the Board at which Deutsche Bank presented its financial analyses, and is not necessarily indicative of current market conditions.

In connection with its analyses, as directed by the Board, Deutsche Bank considered financial projections prepared by Company Management dated January 13, 2017, except for fiscal year 2017 (budgeted) earnings before interest, taxes, depreciation and amortization (“EBITDA”), which was from the Company Forecasts (as defined below in “Certain Company Forecasts” beginning on page 46 ). The projections were of the Company’s base business and did not include the Company’s planned projects and the resulting EBITDA from those projects. Deutsche Bank assumed in its analyses that the cost savings identified by the Company (excluding $3 million in annual savings resulting from the elimination of public company costs) will be realized in full, on the timeline provided by the Company to potential purchasers. At the Board’s direction, Deutsche Bank valued the Company’s interest in MMSA Holdings Inc. in its analyses at the $22 million book value provided to Deutsche Bank by the Company’s management. At the Board’s direction, Deutsche Bank valued approximately 1,113 acres of undeveloped land owned by the Company at the $136 million book value provided to it by the Company’s management. For more information about the financial projections, see “Certain Company Forecasts” beginning on page 46 .

In connection with its analyses, Deutsche Bank assumed, at the Board’s direction, that such forecasts had been reasonably prepared and reflected the best currently available estimates and judgments of the management of the Company as to the matters covered thereby. Among other things, Deutsche Bank noted to the Board that such financial forecasts (i) assume that each ski facility experiences favorable weather conditions for every year during the projection period even though such assumption is contrary to historical experience and (ii) do not include incremental or other remedial capital expenditures (a) at the level suggested by extrapolating from the capital expenditure level of the primary operator of comparable ski facilities (among operators with publicly-available information), nor (b) at the level identified by certain prospective buyers, including Parent. Deutsche Bank expressed no view to the Board as to the reasonableness of such forecasts or the assumptions upon which they are based. However, for purposes of Deutsche Bank’s analyses and the opinion it expressed, in light of the results of the Company’s exploration of interest in the acquisition of the Company, Deutsche Bank took into consideration certain downside risks to such financial forecasts. These downside risk assessments included (i) Deutsche Bank’s quantitative assessment (which is summarized below in each of the applicable financial analyses) of the impact on its calculation of a range of estimated implied values per share of Company Common Stock if approximately $50 million of incremental capital expenditures is spent evenly over the first five years in the management projections; and (ii) Deutsche Bank’s qualitative assessment of the impact on its financial analyses were the Company to experience unfavorable weather conditions at one or more ski facilities in one or more years covered by management’s forecasts. Deutsche Bank noted to the Board that during the period of fiscal year 2013 through the first half of fiscal year 2017 the Company reinvested 8% of revenue in capital expenditures, as compared with Vail Resorts, Inc.’s (“Vail”) 11% reinvestment rate. Applying Vail’s reinvestment rate to the Company’s revenues implied that the Company had underspent on capital expenditures by approximately $60 million. Deutsche Bank did not calculate specific illustrative sensitivity cases for the adverse weather condition scenarios due to the numerous variables involved (including the number of geographic regions in which the Company’s ski facilities are located, each of which might experience a variety of different weather conditions, and the timing of such adverse weather conditions in light of the number of years involved in the management forecasts) and the absence of specific guidance from the Company’s management as to the financial impact of adverse weather conditions on each of its ski facilities for each of the years involved in the management forecasts.

Trading Range Analysis

Deutsche Bank performed a trading range analysis with respect to the historical share prices of Company Common Stock. Deutsche Bank noted that the low and high closing trading prices per share of Company Common Stock during the 52-week period ending on April 6, 2017 were approximately $8.23 and $25.58. As of April 7, 2017, the closing price per share of Company Common Stock was $25.30, compared to the Merger Consideration of $23.75 per share. The closing sale price of Company Common Stock on the NYSE on January 12, 2017, which was the last trading day before an article published by Thomson-Reuters reported that the Company was exploring a potential sale, was $16.97 per share.

Deutsche Bank’s review of the trading range was for reference only.

Analyst Price Targets

Deutsche Bank reviewed and analyzed future public market trading price targets for Company Common Stock prepared and published by four equity research analysts on February 2, 2017. Three of the analysts included share price targets for Company Common Stock. The analyst price targets for Company Common Stock were $20.00, $23.00 and $26.00 per share as of February 2, 2017, compared to the Merger Consideration of $23.75 per share.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Company Common Stock and these estimates are subject to uncertainties, including the Company’s future financial performance and future financial market conditions.

Deutsche Bank’s review of analyst price targets was for reference only.

Analysis of Trading Comparables Adjusted for Excess Land

Deutsche Bank performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Deutsche Bank compared certain of the Company’s financial information with publicly available information for two companies operating ski resorts, Vail and Peak Resorts, Inc (“Peak”).

Based on the closing prices of Company Common Stock and the common stock of the selected companies on April 6, 2017, financial information as of December 31, 2016 of the selected companies and analyst consensus estimates for the selected companies, Deutsche Bank calculated (a) the enterprise value (defined as fully diluted equity value (utilizing the treasury stock method for outstanding options) plus total debt, capital lease obligations and non-controlling interests, less unrestricted cash and cash equivalents (“TEV”)) based on the closing stock price as of April 6, 2017, (b) the percent of net debt to TEV, (c) debt as a multiple of the last twelve months (“LTM”) estimated EBITDA, (d) TEV less the book value of land (as disclosed by each company on its balance sheet in its most recent quarterly filing) as a multiple of EBITDA for calendar years 2017 (expected) and 2018 (expected), and (e) TEV as a multiple of EBITDA for calendar years 2017 (expected) and 2018 (expected).

The results of this analysis are summarized as follows:

($ in millions)

No company utilized in the public trading comparables analysis is identical to the Company. For the purpose of choosing the companies to derive the valuation multiples for this analysis, Deutsche Bank utilized its professional judgment and experience as investment bankers, taking into account several factors, including, among other things, the Company’s operational capabilities and financial profile compared with those of the selected companies, the competitive landscape in which the Company and the selected companies operate and the Company’s product offerings and those of the selected companies. As a result, the analysis of publicly traded comparable companies was not simply mathematical. Rather, it involved complex considerations and qualitative judgments, reflected in the opinion of Deutsche Bank, concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading value of such companies.

Based upon the foregoing and its professional judgment and experience, Deutsche Bank applied multiples (adjusted for the exclusion of real estate held for development, which was added in separately at book value) ranging from 9.5x to 11.5x to estimates of the Company’s adjusted EBITDA for fiscal year 2017 (budgeted)

provided by management in order to calculate a range of estimated implied values per share of Company Common Stock. This analysis resulted in a range of implied value per share of Company Common Stock of approximately $23.06 to $29.59, compared to the Merger Consideration of $23.75 per share. For illustrative purposes, Deutsche Bank calculated a range of estimated implied values per share of Company Common Stock including net present value of approximately $50 million of incremental capital expenditures spent evenly over the first five years in the management projections. This illustrative analysis resulted in a range of implied value per share of Company Common Stock of approximately $22.15 to $28.68 per share.

Discounted Cash Flow Analyses

Deutsche Bank calculated a range of equity values per share for Company Common Stock based on a discounted cash flow (“DCF”) analysis to value the Company as of March 31, 2017.

Deutsche Bank calculated the DCF value for the Company as the sum of the net present value of (i) the projected after-tax unlevered free cash flows of the Company for the fourth fiscal quarter of 2017 and fiscal years 2018 through 2022 (expected), plus (ii) the value of the Company at the end of such period (the “Terminal Value”), plus (iii) the value of unlevered tax savings from the Company’s United States and Canadian net operating loss carryforwards. For purposes of its analyses, Deutsche Bank defined after-tax unlevered free cash flows as total EBITDA from the Company’s base business less (i) total base capital expenditures, (ii) unlevered tax expense and (iii) changes in net working capital. The Company’s Terminal Value was calculated using perpetuity growth rates from 1.50% to 2.50%, representing an approximation of possible rates of gross domestic product growth. The Company’s future cash flows and Terminal Value were discounted to present values as of March 31, 2017 at discount rates ranging from 9.25% to 11.25%. These discount rates were based on an analysis of the Company’s weighted average cost of capital (the “WACC”), which was derived using (i) the risk free rate, the market equity risk premium and the Company’s normalized unlevered beta, levered beta, and size premium to calculate the Company’s cost of equity, (ii) the Company’s pre-tax cost of debt and tax rate to determine the Company’s after-tax cost of debt and (iii) the Company’s normalized capital structure (a Deutsche Bank estimate of the capital structure the Company would require to support the business plan upon which the WACC is applied) of a 31.1% ratio of net debt to total capitalization using Deutsche Bank’s assumptions for the Company.

For the DCF analyses, Deutsche Bank used a projected March 31, 2017 unrestricted cash balance of $194 million, per the March 24, 2017 estimates of the management of the Company.

Deutsche Bank’s DCF analyses yielded a range of implied value per share of Company Common Stock of approximately $23.38 to $34.16, compared to the Merger Consideration of $23.75 per share. For illustrative purposes, Deutsche Bank calculated a range of estimated implied values per share of Company Common Stock including net present value of approximately $50 million of incremental capital expenditures spent evenly over the first five years in the management projections. This illustrative analysis resulted in a range of implied value per share of Company Common Stock of approximately $22.47 to $33.25 per share.

Deutsche Bank provided information to the Board, for reference only, indicating that if the DCF calculations Deutsche Bank made based on the Company Forecasts had included the Company’s planned projects and the resulting EBITDA from those projects (but not the net present value of approximately $50 million of incremental capital expenditures noted above), the resulting implied value per share of Company Common Stock would have been approximately $25.15 to $37.68 per share.

Analysis of Transaction Comparables

Deutsche Bank performed a precedent transactions analysis, which attempts to provide an implied value of a company by comparing it to select acquisition transactions (“Transaction Comparables”), by reviewing publicly available information. The two Transaction Comparables reviewed were:

For each of the Transaction Comparables, Deutsche Bank calculated, based on company press releases and investment presentations, the multiple of such company’s TEV to EBITDA (i) based upon the most recent

historical twelve-month period for which EBITDA is publicly disclosed (“LTM multiple”) and (ii) for the fiscal year immediately following the current fiscal year of such company (“forward multiple”).

The results of this analysis are summarized as follows:

For informational purposes only, Deutsche Bank also reviewed the August 8, 2016 acquisition of approximately 75% of Whistler-Blackcomb Holdings, Inc., by Vail (the “Whistler Transaction”). The Whistler Transaction’s TEV (in millions) was $1,172, its LTM multiple was 16.3x and its forward multiple was 14.8x. Deutsche Bank excluded the Whistler Transaction from its Transaction Comparables because, in Deutsche Bank’s professional judgment, the characteristics of the Whistler Transaction, including the higher quality of the asset, the large size of the asset, and the asset’s single location near a major gateway city, were sufficiently different to not make it a relevant transaction for purposes of Deutsche Bank’s calculation of the implied value of the Company.

Based on the results of this analysis and other factors that it considered appropriate, Deutsche Bank selected a range of valuation multiples (adjusted for the exclusion of real estate held for development, which was added in separately at book value) from 9.0x to 12.0x to apply to the Company’s budgeted EBITDA for fiscal year 2017. This analysis resulted in a range of implied value per share of Company Common Stock of approximately $21.43 to $31.22, compared to the Merger Consideration of $23.75 per share. For illustrative purposes, Deutsche Bank calculated a range of estimated implied values per share of Company Common Stock including net present value of approximately $50 million of incremental capital expenditures spent evenly over the first five years in the management projections. This illustrative analysis resulted in a range of implied value per share of Company Common Stock of approximately $20.52 to $30.31 per share.

Premia Analysis

Deutsche Bank reviewed publicly available information relating to 88 transactions in the last five years, for all-cash acquisitions of U.S. publicly-traded companies for between $1 billion and $2 billion in DB TEV (using data that excludes cancelled, hostile, merger of equal, real estate and financial institution deals) (“Select Comparable Transactions”). For each of the Select Comparable Transactions, Deutsche Bank calculated the premium paid in the merger, which is the difference between the per-share merger consideration and the share price one, five and 20 trading days prior to the public announcement of the Merger Agreement (the “Pre-Merger Target Share Price”) as a percentage of the Pre-Merger Target Share Price.

The results of this analysis are summarized as follows:

For purposes of the Company’s pre-merger share price, Deutsche Bank used the Company’s unaffected share price as of January 12, 2017 (the last trading day prior to a news report that the Company was working with investment bankers on a possible sale), of $16.97. From the premia, Deutsche Bank selected a one-day price premia range of 20% to 43% to apply to the Company’s share price. The range selected by Deutsche Bank yielded a range of implied value per share of Company Common Stock of approximately $20.31 to $24.20, compared to the Merger Consideration of $23.75 per share.

General

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Deutsche Bank. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Deutsche Bank believes that the

foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of the analyses as a whole, could create an incomplete view of the processes underlying the analyses and the opinions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of either Deutsche Bank with respect to the Company’s actual value. In arriving at its opinion, Deutsche Bank reviewed various financial and operational metrics for the Company, including forecasts with respect to the Company, which were made available to Deutsche Bank by the Company or on the Company’s behalf.

In arriving at its opinion, Deutsche Bank did not attribute any particular weight to any analyses or factors considered by it, except as noted above, and did not form an opinion as to whether any individual analysis or factor, considered in isolation, supported or failed to support its opinion. Rather, Deutsche Bank considered the totality of the factors and analyses performed in determining its opinion. Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by Deutsche Bank are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, Deutsche Bank’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses could actually be bought or sold. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to the Company.

The $23.75 per share merger consideration was determined through arm’s-length negotiations between the Company and Parent and was approved by the Board. Deutsche Bank did not recommend any specific consideration to the Company or the Board or that any specific consideration constituted the only appropriate consideration for the Merger.

The Company entered into an engagement letter with Deutsche Bank, dated December 13, 2016, engaging Deutsche Bank on a non-exclusive basis to provide advisory and investment banking services with respect to the exploration of interest in the acquisition of the Company. Deutsche Bank was selected by the Company based on Deutsche Bank’s qualifications, expertise, reputation and experience in mergers and acquisitions. Deutsche Bank is an internationally recognized investment banking firm experienced in providing advice in connection with mergers and acquisitions and related transactions.

For financial advisory services rendered in connection with the Merger (including the delivery of its opinion), the Company has agreed to pay Deutsche Bank a fee, currently estimated to be of approximately $7.39 million, $1,000,000 of which was payable upon delivery by Deutsche Bank of its opinion, and the remainder of which will become due upon the closing of the Merger. The Company has also agreed to reimburse Deutsche Bank for its expenses, and to indemnify Deutsche Bank against certain liabilities, in connection with its engagement.

During the two years preceding the date of Deutsche Bank’s opinion, Deutsche Bank or its affiliates have provided services for which they have received investment banking, commercial banking (including extension of credit) and other financial service fees from Fortress and certain of its affiliates (including the Company) and from KSL Capital Partners and certain of its affiliates. With respect to Fortress and certain of its affiliates, such services during such period have included acting as (i) agent to a company which is managed by an affiliate of Fortress in connection with an equity placement in 2015, (ii) joint bookrunner on an initial public offering for a company which is managed by an affiliate of Fortress in 2015, (iii) lender in an asset-based loan for an entity primarily owned by investment funds managed by affiliates of Fortress in 2015, (iv) advisor to the Company on the sale of its subsidiary, Intrawest Resorts Club Growth, to Diamond Resorts International Inc. in January 2016 and (v) lead bookrunner on the repricing of a term loan for the Company in October 2016. With respect to certain affiliates of KSL Capital Partners, such services during such period have included acting as (i) joint bookrunnner on a follow-on offering of shares for Club Corp Holdings Inc. in May 2015 (at which time Club Corp Holdings Inc. was an affiliate of KSL Capital Partners) and (ii) joint bookrunner on two term loans and a revolving credit facility to finance the acquisition of Apple Leisure Group by an affiliate of KSL Capital Partners in March 2017. Deutsche Bank or its affiliates have not provided services for which they have received investment banking, commercial banking (including extension of credit) and other financial service fees or revenue from Crown, Aspen or certain of their affiliates.

During the two years preceding the date of Deutsche Bank’s opinion, the aggregate mergers and acquisitions financial advisory fees and other investment banking revenue received or receivable by Deutsche Bank or its affiliates (i) from Fortress, certain companies managed by affiliates of Fortress and certain entities primarily owned by investment funds managed by affiliates of Fortress were approximately €6.1, including approximately €2.8 million from the Company, (ii) from KSL Capital Partners and certain of its affiliates were approximately €8.9 million and (iii) were none from Crown, Aspen or certain of their affiliates. As of April 5, 2017, Deutsche Bank or its affiliates (i) held equity trading positions representing less than 1% of the Company, and (ii) had loan exposure (including undrawn commitments) of approximately (a) $9.3 to Fortress, certain companies managed by affiliates of Fortress and certain entities primarily owned by investment funds managed by affiliates of Fortress, including approximately $9.3 million to the Company, (b) $62.5 million to KSL Capital Partners and its affiliates, and (c) no loan exposure from Crown, Aspen and certain of their affiliates.

Deutsche Bank or its affiliates may also provide investment and commercial banking services to Parent, the Company and their affiliates in the future, for which Deutsche Bank would expect to receive, or would expect its affiliates to receive, compensation. In the ordinary course of business, Deutsche Bank or its affiliates may actively trade in the securities and other instruments and obligations of Parent, the Company and their respective affiliates for their own accounts and for the accounts of their customers. Accordingly, Deutsche Bank or its affiliates may at any time hold a long or short position in such securities, instruments and obligations.

Opinion of Moelis

At the meeting of the Board on April 7, 2017 to evaluate and approve the Merger, Moelis delivered an oral opinion, which was confirmed by delivery of a written opinion, dated April 7, 2017, addressed to the Board to the effect that, as of the date of the opinion and based upon and subject to the conditions and limitations set forth in the opinion, the Merger Consideration to be received in the Merger by holders of Company Common Stock, other than Fortress and its affiliates, was fair, from a financial point of view, to such holders.

The full text of Moelis’ written opinion dated April 7, 2017, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this information statement and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of the Board (in its capacity as such) in its evaluation of the Merger. Moelis’ opinion is limited solely to the fairness, from a financial point of view, of the Merger Consideration to the holders of Company Common Stock, other than Fortress and its affiliates, and does not address the Company’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available with respect to the Company. Moelis’ opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should have voted or should act with respect to the Merger or any other matter. Moelis’ opinion was approved by a Moelis fairness opinion committee.

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

In connection with its review, Moelis, with the consent of the Board, relied upon the information supplied to, discussed with or reviewed by Moelis for purposes of its opinion being complete and accurate in all material respects. Moelis did not assume any responsibility for independent verification of any such information. With the consent of the Board, Moelis relied upon, without independent verification, the assessment of the Company and its legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters. With respect to the Company Forecasts, Moelis assumed, at the direction of the Board, that such financial information was reasonably prepared on a basis reflecting the best currently available estimates and judgments of the Company Management as to the future performance of the Company. Moelis expressed no views as to the reasonableness of any financial forecasts or the assumptions on which they were based. In addition, with the consent of the Board, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of the Company, nor was Moelis furnished with any such evaluation or appraisal, except for several real estate appraisals of certain developed and undeveloped real estate owned by the Company. In addition, at the direction of the Board, Moelis was not asked to and did not offer any opinion or express any views (i) regarding any projections reflecting the impact of potential illustrative investment projects that were provided to third parties in connection with the possible acquisition of the Company, or (ii) the effect of Moelis’ opinion of the evaluation of the Company based in whole or in part on such projections. Moelis did not express any opinion as to fair value or the solvency of the Company following the closing of the Merger.

Moelis’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, the date of the opinion. Moelis’ opinion did not address the fairness of the Merger or any aspect or implication thereof to, or any other consideration of or relating to, the holders of any class of securities, creditors or other constituencies of the Company, other than the fairness of the Merger Consideration from a financial point of view to the holders of the Company Common Stock (other than Fortress and its affiliates). In addition, Moelis did not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the Merger Consideration or otherwise. In rendering its opinion, Moelis assumed, with the consent of the Board, that the final executed form of the Merger Agreement would not differ in any material respect from the draft that Moelis reviewed, that the Merger would be consummated in accordance with its terms without any waiver or modification that could me material to its analysis, and that the parties to the Merger Agreement would comply with all the material terms of the Merger Agreement. Moelis assumed, with the consent of the Board, that all governmental, regulatory or other consents or approvals necessary for the completion of the Merger would be obtained, except to the extent that could not be material to its analysis.

The following is a summary of the material financial analyses presented by Moelis to the Board at its meeting held on April 7, 2017, in connection with its opinion.

Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Moelis’ analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Moelis’ analyses.

Review of Sale Process

As discussed more fully above under “The Merger—Background of the Merger”, the Company’s financial advisors were in contact with 173 potential buyers during the sale process. Moelis took note of the sale process previously discussed, as well as the following condensed summary of such process. Of the 52 potential buyers that signed NDAs and received CIMs, 6 submitted a first round IOIs, 3 of which were from Strategic Parties and

3 of which were from Financial Sponsors. Of the 6 IOIs received, 5 were whole business IOIs and 1 was an asset specific IOI. Of the 6 potential buyers who submitted IOIs, 4 were invited to the second round process, 2 of whom were Strategic Parties and 2 of whom were Financial Sponsors. Of the 4 potential buyers who were invited to the second round process, 2 submitted final bids and / or second round IOIs, both of whom were consortiums comprised of Strategic Parties and Financial Sponsors. Moelis noted that during the sale process, the Company’s financial advisors received various rationales from declining parties as to why they were declining to submit an indication of interest, including, but not limited to, the perceived run up in the Company’s stock price following publication of the news article by Thomson-Reuters reporting that the Company was exploring a potential sale, concern regarding achievability of the Company Forecasts, including ticket price increases and margin expansion, concerns regarding long-term trends of the ski industry (i.e., <1% annual growth in skier visits for approximately the last 20 years), concerns regarding seasonality, as well as the impact of and exposure to weather, and the longer term impact of climate change and potential deferred maintenance capital expenditures, concerns regarding earnings volatility, lack of strategic fit, complexity of the business and lack of interest in the North American market.

Financial Analyses of the Company

Selected Public Companies Analysis. Moelis reviewed financial and stock market information of selected publicly traded North American and European skiing, ski resort, golf, amusement park, cruise line operator, time share and/or vacation club, skiing and snowboarding equipment manufacturing and snow removal heavy equipment manufacturing companies. Moelis excluded from its analysis event driven venue operators, fitness clubs, bowling alley operators, cabaret and nightclub operators, marinas and zoos and, in the case of snow removal heavy equipment manufacturing companies, excluded major companies whose snow removal and ice control equipment segment comprised less than 50% of total revenue.

Moelis reviewed, among other things, enterprise values (“EV”) of the selected companies (calculated as market value of the relevant company’s diluted common equity based on its closing stock price on April 7, 2017, plus preferred stock, plus, as of the relevant company’s most recently reported quarter end, short-term and long-term debt and capital lease obligations, less cash and cash equivalents, plus book value of non-controlling interests) as a multiple, to the extent information was publicly available, of EBITDA for calendar year 2017 (“EV/2017E EBITDA”). In addition, Moelis made further adjustments to arrive at equity value for the Company, including (a) subtracting underfunded pension liabilities of $31.5 million and (b) subtracting $30.0 million of cash, which, in the opinion of Company Management, was necessary to fund operations of the Company through warm weather seasonality. Financial data for the selected companies was based on publicly available consensus research analysts’ estimates, public filings and other publicly available information. The list of selected companies, related multiples and EBITDA margins for 2016 and as estimated for 2017, together with the resultant low, mean, median and high multiples and percentages for such selected companies based on closing stock prices as of April 7, 2017 and for the Company at the unaffected closing price at January 12, 2017 (the last closing price of Company Common Stock prior to the Thomson-Reuters news article that the Company was exploring a potential sale transaction), are set forth below. The applicable data for the Company is based on both consensus research analysts’ estimates and the Company Forecasts.

Moelis believed that North American ski resort operators, Vail and Peak, had the most relevant business models and geographic focuses, and were similarly affected by industry patterns and seasonality. Moelis noted that the Company consistently traded at a discount to Vail and at a premium to Peak. In this regard, Moelis further noted that the Company, based on the next twelve month period (“NTM”) immediately following the twelve month period for which financial information was publicly available as of January 12, 2017 (“LTM”), traded at the following EV/NTM multiples differentials to Vail and Peak respectively:

In the view of Moelis, these differentials were attributable to a number of factors (in each case, as compared to the Company) including: (i) Vail possesses, among other things, (a) significantly greater scale of operations and market capitalization, (b) higher effective ticket prices, (c) higher EBITDA margins, (d) a longer average skiing season, and (e) lower financial risk from seasonality and (ii) Peak possesses, among other things, (a) fewer destination resorts, (b) a relative lack of geographic diversity, (c) a much smaller market capitalization, (d) lower effective ticket prices, (e) lower EBITDA margins, (f) a shorter average skiing season and (g) higher financial risk from seasonality. Taking these factors into consideration, Moelis then applied ranges of selected multiples

derived from the selected companies of 8.5x to 10.5x in the case of EV/2017E EBITDA to corresponding financial data of the Company. Financial data for the Company was based on the Company Forecasts. This analysis indicated the following implied per share reference range for the Company (rounded to the nearest $0.05), as compared to the $23.75 per share Merger Consideration:

Subsequent to the April 7, 2017 Board meeting, Moelis discovered that in conducting the foregoing selected public companies analysis, Moelis did not update the amount of 2017E EBITDA for the Company to reflect the increase of approximately $189,000 in the Company’s 2017E EBITDA reflected in the updated projections for fiscal year 2017 that were previously provided to Moelis by the Company on March 24, 2017. This discovery did not result in any change to Moelis’ ultimate fairness opinion. Moelis did, however, provide the Board with the correct numbers, which indicated the following implied per share reference range for the Company (rounded to the nearest $0.05) as compared to the $23.75 Merger Consideration:

Selected Precedent Transactions Analysis. Moelis reviewed financial information of selected North American and European transactions in the skiing, ski resort, golf, amusement park, cruise line and timeshare and/or vacation club companies announced between December 2009 and April 7, 2017. Moelis excluded from its analysis transactions with values less than $20 million and transactions involving event driven venue operators, such as motor speedways and stadiums or sports arenas.

Moelis reviewed, among other things, announced transaction values (“TEV”) of the selected transactions (calculated as EV, based on the implied equity value for the target company resulting from the transaction equity consideration) as a multiple, to the extent information was publicly available, of estimated EBITDA (“TEV / EBITDA”). Financial data for the relevant transaction was based on publicly available information at the time of announcement of the relevant transaction. The list of selected transactions, related multiples and the resultant low, mean, median and high multiples for such selected transactions and for the Company at the Merger Consideration (based on both the Company’s estimated March 31, 2017 LTM (“LTM(E)”) EBITDA and fiscal year 2017E EBITDA, as well as estimated March 31, 2017 balance sheet data), are as follows:

Moelis believed that, due to their similar geographies and business models, the most relevant transactions were Vail / Stowe Mountain Resorts, EPR & Och-Ziff / CNL Attractions & Ski Portfolio, Intrawest Club Group / Blue Mountain and Vail / Park City Ski Resorts & Canyons. Moelis did not utilize the Vail / Whistler Blackcomb Holdings Inc. transaction multiple because Moelis believed that Whistler Blackcomb Holdings Inc. was a significantly higher quality asset than any Company asset. Moelis then applied ranges of selected multiples derived from the selected transactions of 8.0x to 10.0x (based on adjusted EBITDA) to the Company’s LTM(E) EBITDA. Estimated financial data for the Company was based on the Company Forecasts. This analysis indicated the following implied per share reference range for the Company (rounded to the nearest $0.05), as compared to the $23.75 per share Merger Consideration:

Subsequent to the April 7, 2017 Board meeting, Moelis discovered an error in its financial model’s calculation of LTM(E) EBITDA for the Company, which resulted in its use of LTM(E) EBITDA for the Company of approximately $6 million less than appropriate. This discovery did not result in any change to Moelis’ ultimate fairness opinion. Moelis did, however, provide the Board with the corrected numbers, which indicated (i) that the TEV/LTM(E) multiple for the Company set forth in the Selected Precedents Transactions chart above was 10.3x, not 10.7x, as well as (ii) the following implied per share reference range for the Company (rounded to the nearest $0.05) as compared to the $23.75 Merger Consideration:

Discounted Cash Flow Analyses. Moelis performed a DCF analysis of the Company using the Company Forecasts to calculate the present value of the estimated future unlevered free cash flows projected to be generated by the Company. In performing the DCF analysis of the Company, Moelis used a range of discount rates of 9.2% to 11.3%, based on an estimated WACC for the Company using the Capital Asset Pricing Model to review the estimated WACC for certain of the selected companies described above under “—Selected Public Companies Analysis”, as well as using a size premium applicable to the Company, to calculate estimated present values as of March 31, 2017 of (i) the Company’s estimated after-tax unlevered free cash flows from March 31, 2017 through fiscal year end 2022, and (ii) estimated terminal values derived by applying a range of perpetuity growth rates of 1.0% to 3.0% (which terminal values represented approximately 55% - 65% of total DCF net

present value). In reviewing the estimated WACC for such selected public companies, Moelis excluded non-North American based companies, as well as Peak, largely because of Peak’s high total debt to enterprise value ratio, as well as its relatively low market capitalization, and, TWC Enterprises Limited and Lindblad Expedition Holdings, Inc., largely because of such North American companies’ limited public float and liquidity. In selecting perpetuity growth rates of 1.0% to 3.0%, Moelis chose a range that was consistent with current estimated GDP growth rates, as well as noting a growth rate of 1.0% was 2.1% higher than annual skier growth rates for the Company realized between fiscal years 2010 to 2016. The analysis additionally assumed (i) a constant USD/CAD currency exchange rate of $1.30, (ii) an additional value related to underdeveloped real estate assets at five of the Company’s resorts, which value was assumed to be its then current book value of $135.8 million as of December 31, 2016, as directed by Company Management, as adjusted downward by Moelis in an amount of $6.4 million to reflect an estimated marketing period of 12 months to dispose of two of such real estate assets, (iii) a blended U.S./Canadian tax rate of 32.3%, (iv) net operating loss carryforwards (“NOLs”) of $1.4 billion, valued separately and discounted to present value at the Company’s estimated WACC, resulting in a present value for the NOLs of $249.7 million to $272.0 million, (v) overstated Canadian depreciation of fixed assets in 2023 and 2024, prior to exhaustion of Canadian NOLs in 2024, of an aggregate net present value of $11.6 million, (vi) an addition value related to the Company’s investment in Mammoth Hospitality Management, L.L.C., which value was assumed to be $18.2 million, based on its book value as of December 31, 2016, as provided by Company Management (Moelis had discussed with Company Management the then-rumored sale process involving Mammoth Hospitality Management, L.L.C., but in light of management’s stated lack of knowledge as to the status of the sale process and of any likely sale price or price range, management directed Moelis to use the book value of its investment), and (vii) capital expenditures of $41 million for fiscal year 2018 (as opposed to $47 million as set forth below in “—Certain Company Forecasts”), following discussion with Company Management. In addition, Moelis assumed capital lease obligations of $37.0 million; such obligations estimated March 31, 2017 book value. ¹ This analysis indicated the following implied per share reference range for the Company (rounded to the nearest $0.05), as compared to the $23.75 per share Merger Consideration:

Moelis noted that the IOIs received were toward the low end of the DCF range (or in some cases, below the DCF range) and that, if the projections reflected in the Company Forecasts were achieved, execution of the Company’s business plan may result in more substantial returns than those implied by the IOIs received in the sale process.

In light of the rationales received from potential buyers discussed above under “—Review of Sale Process” Moelis performed additional DCF analyses by sensitizing the projected EBITDA margins provided by Company Management over the projection period. Moelis noted that the Company Forecasts projected a fiscal year 2017 EBITDA margin of 23.3%, growing to 30.5% in fiscal year 2022, which is substantially higher as compared to the Company’s historical EBITDA margin ranging between 14.9% and 20.2% during fiscal years 2010-2016. Moelis performed three additional DCF analyses, sensitizing the projected EBITDA margins growth for fiscal years 2018-2022 to grow at 75%, 50% and 25%, respectively, of the projected EBITDA margin growth for each such fiscal years as reflected in the Company Forecasts. Moelis otherwise used the same assumptions as those for the DCF analysis using the Company Forecasts. Moelis did not reduce projected NOL usage as a result of lower projected taxable income as compared to such usage under the Company Forecasts, which would have resulted in a lower implied per share reference range. These analyses indicated the following implied per share reference ranges for the Company, as compared to the $23.75 per share Merger Consideration:

Additional DCF Analyses

Subsequent to the April 7, 2017 Board meeting, Moelis discovered that in conducting the foregoing additional DCF analysis, Moelis did not update the Company’s projected EBITDA margin for fiscal year 2017 to reflect the updated projections for fiscal year 2017 that were provided to Moelis by the Company on March 24, 2017. Moelis recalculated the Company’s projected EBITDA margins based on the revised projections for fiscal year 2017. This recalculation did not result in any change to Moelis’ ultimate fairness opinion. Moelis did, however, provide the Board with the recalculated numbers, which indicated (i) that the 2017E EBITDA margin for the Company set forth in the Selected Public Companies chart above was 24.4%, not 24.0%, as well as (ii) the following implied per share reference range for the Company (rounded to the nearest $0.05) as compared to the $23.75 Merger Consideration:

Additional DCF Analyses

No company or transaction used in the analyses described above is identical to the Company or the Merger. In addition, such analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because the analyses described above are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither the Company, nor Moelis or any other person assumes responsibility if future results are materially different from those forecast.

The Merger Consideration was determined through arms’ length negotiations between the Company and Parent and was approved by the Board. Moelis did not recommend any specific consideration to the Company or its Board, or that any specific amount or type of consideration constituted the only appropriate consideration for the Merger.

Moelis acted as financial advisor to the Company in connection with the Merger and will receive a fee for its services, currently estimated to be approximately $7.39 million in the aggregate, $1,000,000 of which became payable in connection with the delivery of its opinion, regardless of the conclusion reached therein, and the remainder of which is contingent upon completion of the Merger. In addition, the Company has agreed to indemnify Moelis for certain liabilities, including liabilities under the federal securities laws, arising out of its engagement.

Moelis’ affiliates, employees, officers and partners may at any time own securities of the Company, Parent or certain of their respective affiliates. Moelis provided investment banking and other services to Fortress and affiliates of Fortress in the past unrelated to the Merger and currently are providing and in the future may provide such services to Fortress and/or its affiliates and has received and may receive compensation for such services. In the past two years prior to the date of the opinion, Moelis received fees, which in the aggregate were $1,125,000 the amount of Moelis’ for acting as financial advisor to investment funds managed by affiliates of Fortress in connection with a potential sale of a company primarily owned by such funds. Moelis is currently acting as a financial advisor to a company that is indirectly owned by investment funds co-managed by an affiliate of Fortress and in which affiliates of Fortress have an indirect economic interest in connection with a potential sale transaction of such company for which Moelis is expected to receive compensation if such transaction is completed.

In the future Moelis may provide investment banking and other services to Parent and/or its affiliates and may receive compensation for such services. Representatives of Moelis, including two managing directors leading the Moelis deal team representing the Company in connection with the Merger, have led coverage for KSL Capital Partners for several years. Moelis has not received any fees from KSL Capital Partners; provided, however, Moelis has marketed and sold other business outside of the skiing industry to affiliates of KSL Capital Partners in the past. In December 2016, a Chinese leisure company requested that Moelis introduce them to representatives of KSL Capital Partners in connection with pursuing a joint venture or other arrangement with KSL Capital Partners in China, and one of the Moelis managing directors referred to above did so. In February 2017, a representative of KSL Capital Partners asked such Moelis managing director to arrange introductory meetings with representatives of various Chinese businesses with whom KSL Capital Partners might pursue business arrangements. Moelis subsequently arranged introductory meetings with representatives of two Chinese leisure related companies as well as a Chinese investor. Senior members of the Moelis deal team also met with representatives of KSL Capital Partners at a lodging industry conference in January 2017 to discuss general leisure and hospitality industry dynamics. Moelis may in the future seek to be engaged and paid a fee by a Chinese party or affiliates of KSL Capital Partners in connection with potential opportunities and transactions that may arise from the foregoing meetings, subsequent meetings, other introductions or discussions.

Additionally, in January 2017, Moelis was offered an opportunity to seek to advise a portfolio company of KSL Capital Partners in connection with the potential sale of such company. Moelis declined the offer. Moelis is currently verbally mandated to act as financial advisor to a party in a potential merger transaction in which a portfolio company of KSL Capital Partners would be the counterparty.

In light of the foregoing contacts and relationships, Moelis disclosed the foregoing in writing to the Board and its outside counsel on April 5, 2017. In addition, at the Board meeting held on April 7, 2017 to approve entering into the Merger Agreement, representatives of Moelis (i) disclosed to the Board the correspondence relating to the Chinese introductions described above; (ii) advised the Board that it may wish to consider not

requesting or accepting Moelis’ fairness opinion with respect to the Merger or weighing Moelis’ fairness opinion appropriately in light of such disclosure; (iii) offered to forego the receipt of its fairness opinion fee of $1,000,000 in the event that the Board elected not to request or accept Moelis’ fairness opinion; and (iv) offered to refrain from accepting any fees from KSL Capital Partners for a period of one year. The Board subsequently requested Moelis’ fairness opinion with respect to the Merger.

The Board selected Moelis as its financial advisor in connection with the Merger because Moelis has substantial experience in similar transactions. Moelis is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, and valuations for corporate and other purposes.

Certain Company Forecasts

The Company does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenues, earnings, financial condition or other results due to, among other things, the uncertainty underlying assumptions and estimates. However, as part of the preparation for the Board’s strategic review process, Company Management developed certain financial forecasts in January 2017 that included projections through fiscal year 2022 and incorporated the Company’s 2017 fiscal year budget and were updated on March 24, 2017 to reflect a revised 2017E revenue and EBITDA forecast (the “Company Forecasts”). The Company Forecasts were shared with the Board. The updated forecast projected 2017E revenue of $596 million versus the budget of $611 million. The 2017 EBITDA projection was in-line with the budget due to cost management at resorts and greater than expected season pass sales that de-risked volatility to weather.

The Company Forecasts were made available to the Board and the Company’s financial advisors, and were made available to, and discussed with, Parent in connection with the process resulting in the execution of the Merger Agreement. The portions of the Company Forecasts set forth below are included in this information statement only because this information was used at the Board’s direction by Moelis and Deutsche Bank in connection with their financial analysis of the proposed transaction. However, the inclusion of such information should not be regarded as an indication that any party considered, or now considers, any of the Company Forecasts to be a reliable prediction of future results. No person has made or makes any representation or warranty to any stockholder of the Company or any other person regarding the information included in the Company Forecasts.

The Company Forecasts are subjective in many respects and are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Although presented with numerical specificity, the Company Forecasts are based upon and reflect numerous judgments, estimates and assumptions made by the Company’s management with respect to industry performance, general business, weather, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. As such, the Company Forecasts constitute forward-looking statements and are subject to risks and uncertainties that could cause actual results to differ materially from the results projected, including the factors described under “ Cautionary Statement Regarding Forward-Looking Statements ”. As a result, we cannot assure you that the estimates and assumptions made in preparing the Company Forecasts will prove accurate, that the projected results will be realized or that actual results will not be significantly higher or lower than projected results. In addition, the Company Forecasts cover multiple years and such information by its nature becomes less reliable with each successive year.

Some or all of the assumptions that have been made regarding, among other things, the occurrence or the timing of certain events or impacts have changed since the date the Company Forecasts were made, and the portions of the Company Forecasts set forth below do not take into account any circumstances or events occurring after the date the applicable forecast was prepared, including the announcement of the Merger and transaction-related expenses. The Company Forecasts do not take into account the effect of any failure of the Merger to occur and should not be viewed as accurate in that context.

The Company Forecasts were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles (including U.S. generally accepted accounting principles, “GAAP”), the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the Company Forecasts are unaudited and neither the Company’s independent registered public accounting firm,

nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Company Forecasts, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Company Forecasts.

Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility, to update or otherwise revise the Company Forecasts to reflect circumstances existing after the date when the Company prepared the Company Forecasts or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the Company Forecasts are shown to be in error.

In light of the foregoing factors and the uncertainties inherent in the Company Forecasts, stockholders are cautioned not to rely on the Company Forecasts included in this information statement.

Financing

Parent estimates the total amount of funds necessary to complete the Merger and the related transactions to be approximately $1.7 billion, which includes approximately $982 million to be paid to Company stockholders and holders of other equity-based interests in the Company, with the remainder to be applied to refinancing the Company’s debt and to pay related fees and expenses in connection with the Merger, the financing arrangements and the related transactions. Parent has received equity financing commitments from KSL Capital Partners and Crown, and debt financing commitments from the Commitment Parties. Notwithstanding such arrangements, the obligations of Parent, HHC and Merger Sub under the Merger Agreement are not subject to any financing condition.

Equity Financing

Parent has entered into an equity commitment letter with KSL Capital Partners, dated April 7, 2017, pursuant to which KSL Capital Partners has agreed to provide committed equity financing of no less than $351,600,000 to Parent as a source of a portion of the funds required to consummate the transactions

contemplated by the Merger Agreement. Parent has also entered into an equity commitment letter with Crown, dated April 7, 2017, pursuant to which Crown has agreed to provide committed equity financing of no less than $351,600,000 to Parent as a source of a portion of the funds required to consummate the transactions contemplated by the Merger Agreement. The obligations of KSL Capital Partners and Crown to provide the equity financing on the terms outlined in the equity commitment letters are subject to the substantially simultaneous consummation of the Merger on the terms set forth in the Merger Agreement, among other conditions. See “The Merger Agreement — Conditions to the Closing of the Merger” beginning on page 70 .

Debt Financing

Parent has received the debt financing commitments made by the Commitment Parties under the Debt Commitment Letter pursuant to which the Commitment Parties have committed to provide a $1.235 billion first lien secured term loan facility (the “First Lien Term Facility”), a $196.25 million senior secured revolving facility (the “Revolving Credit Facility”), and a $365 million second lien secured term loan facility (the “Second Lien Term Facility,” together with the First Lien Term Facility, the “Term Loan Facilities,” and collectively with the Revolving Credit Facility, the “Facilities”), of which $640 million of the loans under the First Lien Term Facility, $190 million of the loans under the Second Lien Term Facility, and a portion of the commitments under the Revolving Credit Facility (collectively, the “Company Financing”), will be available on the closing date to finance the Transactions, contemplated by the Merger Agreement, which is to be provided by a syndicate of lenders (the “Lenders”) to be arranged by the Commitment Parties.

The obligation of the Commitment Parties to provide the Company Financing on the terms outlined in the Debt Commitment Letter is subject to the satisfaction (or waiver) of the following conditions, among others:

balance sheet and related pro forma consolidated statement of income of the Company as of and for the twelve month period ending on the last day of the latest fiscal quarter covered by quarterly financial statements after giving effect to the Merger and related transactions, which pro forma balance sheet and pro forma statement of income need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting;

Although the debt financing described in this information statement is not subject to the Commitment Parties’, Lead Arrangers’ or Lenders’ satisfaction with their due diligence or to a “market out,” such financing might not be funded on the scheduled closing date of the Merger because of failure to meet the closing conditions or for other reasons. As of the date of this information statement, no alternative financing arrangements or alternative financing plans have been made for the purpose of consummating the Merger in the event the debt financing described herein is not available as anticipated. The definitive documentation governing the debt financing facilities has not been finalized, and accordingly, the actual terms may differ from those described in this information statement.

Marketing Period

As used in the Merger Agreement and this summary, the “marketing period” means the first period of twenty consecutive business days after the date of the Merger Agreement throughout and at the end of which:

The notice delivered by the Company is effective to start the marketing period as of the date of delivery of such notice (or such later date specified in such notice), unless on or prior to the second business day following delivery of the Company’s notice, Parent delivers written notice to the Company stating that it does not believe the Company has delivered the required financial information and specifying in reasonable detail the required

financial information that has not been received ( provided that delivery of such written notice from Parent to the Company will not prejudice the Company’s right to assert that the required financial information has, in fact, been delivered). The marketing period shall end on any earlier date on which the proceeds of the debt financing are obtained in an amount sufficient to consummate the closing of the Merger.

Interests of Our Directors and Executive Officers in the Merger

You should be aware that the Company’s executive officers and directors have interests in the Merger that are different from, or in addition to, the interests of the Company stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the Merger. These interests are described in more detail below.

For purposes of this information statement, the Company’s executive officers consist of (i) Thomas F. Marano, our Chief Executive Officer, (ii) Travis Mayer, our Chief Financial Officer, (iii) Sky Foulkes, our Chief Operating Officer, and (iv) Karen Sanford, our SVP, Chief General Counsel and Corporate Secretary.

Treatment of Equity Awards

The Merger Agreement provides that immediately prior to the completion of the Merger:

Quantification of Outstanding Equity and Equity-Based Awards

The following table summarizes the outstanding Company Stock Options and Company RSUs held by our executive officers as of April 7, 2017 and the consideration that each of them may become entitled to receive in respect of those Company Stock Options and Company RSUs based on the per-share Merger Consideration of $23.75 and assuming continued employment of the executive officer through the completion of the Merger.

Neither Mr. Foulkes nor any of our non-employee directors held any outstanding equity awards as of April 7, 2017 and therefore have not been included in the following table.

On April 7, 2017, Mr. Marano entered into a Stock Option Forfeiture Agreement with the Company, pursuant to which he voluntarily forfeited 59,577 shares subject to his outstanding Company Stock Option that were otherwise scheduled to vest on November 20, 2017, effective immediately. On the same day, the Company entered into a Restricted Stock Unit Award Agreement with Mr. Mayer, pursuant to which he received a grant of 31,357 Company RSUs with the same fair market value (based on a price-per-share of $23.75) as applied to the shares subject to the Company Stock Option that were forfeited by Mr. Marano. The share numbers and related dollar values set forth in the table above reflect these actions.

Executive Officer Severance

Each of our executive officers is eligible to receive severance payments and benefits upon a qualifying termination of employment following the completion of the Merger.

The employment agreements provide that if the employment of the executive officer is terminated by the Company without cause or by the executive officer for “good reason” (as defined in each employment agreement and summarized below) within 12 months following a change in control, the executive officer will receive (i) continued base salary payments for 12 months (18 months for Mr. Marano), (ii) any unpaid annual bonus with respect to the prior year, plus a pro-rated annual bonus for the year of termination, and (iii) continued health benefits for 12 months.

For purposes of the employment agreements, “good reason” means, in summary (i) a reduction in the base salary of the executive officer (other than an across-the board reduction affecting all senior executives of the Company), (ii) a relocation of the executive officer’s principal place of employment to a location more than 50 miles from the executive officer’s principal place of employment; (iii) a material or adverse alteration in the executive officer’s responsibilities or title, or (iv) an intentional material breach of the employment agreement by the Company.

Executive Officer Retention Agreements

Each of Messrs. Mayer and Foulkes and Ms. Sanford are party to a retention award agreement with the Company, dated April 7, 2017.

Mr. Mayer

The retention agreement with Mr. Mayer provides that if he remains employed through the completion of the Merger, he will receive a cash retention bonus of $150,000, less applicable tax withholdings. Mr. Mayer’s 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 with us 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” (as described above). Mr. Mayer’s 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.

Other Executive Officers

The retention agreements with Mr. Foulkes and Ms. Sanford provide that if the executive officer remains employed through the completion of the Merger, the Company will make a lump sum cash retention bonus payment to the executive officer equal to $325,000 for Mr. Foulkes and $195,000 for Ms. Sanford, in each case less applicable tax withholdings.

Directors’ and Officers’ Indemnification and Insurance

The Merger Agreement provides that, following the Effective Time, the Company, as the surviving corporation, will indemnify and hold harmless all past and present officers and directors of the Company to the fullest extent permitted by applicable law or the Company’s certificate of incorporation and bylaws, subject to any limitation imposed from time to time under applicable law, for acts or omissions occurring at or prior to the Effective Time.

In addition, for a period of six years after the Merger, Parent will or will cause the surviving corporation to maintain in effect directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, covering each indemnified party on terms with respect to such coverage and amounts no less favorable than those of such policies in effect on the date of the Merger Agreement; provided, however, that Parent and the surviving corporation will not be required to pay an aggregate premium in excess of 300% of the annual premiums currently paid by the Company; and provided, further, that at the surviving corporation’s option in lieu of the foregoing insurance coverage, the surviving corporation may purchase prior to the Effective Time six-year “tail” insurance coverage that provides coverage identical in all material respects to the coverage described above, provided the surviving corporation does not pay more than 300% of the annual premiums as described above.

Appraisal Rights

Our stockholders have the right under Delaware law to dissent from the adoption of the Merger Agreement, to exercise appraisal rights and to receive payment in cash for the fair value of their shares of Company Common Stock determined in accordance with Delaware law. The fair value of shares of Company Common

Stock, as determined in accordance with Delaware law, may be more or less than the Merger Consideration to be paid to non-dissenting stockholders in the Merger. To preserve their rights, stockholders who wish to exercise appraisal rights must follow specific procedures. Dissenting stockholders must precisely follow these specific procedures to exercise appraisal rights, or their appraisal rights may be lost. These procedures are described in this information statement, and the provisions of Delaware law that grant appraisal rights and govern such procedures are attached as Annex D . See “Appraisal Rights” beginning on page 76 .

Litigation Related to the Merger

On April 24, 2017, purported stockholder, Kevin J. Kovacs, served the Company with a demand to inspect corporate books and records under 8 Del. C. § 220. Mr. Kovacs claimed that he wishes to investigate the possibility of corporate mismanagement related to the Board’s approval of the Merger, whether a lawsuit should be brought, and whether he should exercise appraisal rights. Mr. Kovacs claimed that the Merger Consideration is facially insufficient and that he is concerned that the Merger is the result of a flawed, conflicted process. By letter dated May 1, 2017, the Company rejected the demand because Mr. Kovacs lacks a proper purpose for the inspection.

Delisting and Deregistration of Company Common Stock

If the Merger is completed, the Company Common Stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we will no longer file periodic reports with the SEC on account of the Company Common Stock.

U.S. Federal Income Tax Consequences of the Merger

The following is a summary of the U.S. federal income tax consequences of the Merger that are generally applicable to holders of Company Common Stock whose shares of Company Common Stock are converted into the right to receive cash in the Merger. The summary is based on the U S. Internal Revenue Code of 1986, as amended (the “Code”), applicable U.S. Treasury Regulations issued thereunder, judicial authority, and administrative rulings and pronouncements, each as in effect as of the date hereof and all of which are subject to change or differing interpretations, possibly with retroactive effect. The discussion applies only to shares of Company Common Stock held as capital assets (generally, property held for investment), and does not address all of the tax consequences that may be relevant to holders of Company Common Stock, nor does it address the tax consequences to holders that are subject to special tax rules, such as financial institutions, insurance companies, United States expatriates, controlled foreign corporations, passive foreign investment companies, holders subject to the alternative minimum tax, tax-exempt organizations, broker-dealers, financial institutions, cooperatives, mutual funds, traders in securities that elect to mark to market, U.S. Holders whose functional currency is not the U.S. dollar, holders who hold Company Common Stock through pass-through entities for U.S. federal income tax purposes, as part of a hedge, straddle or conversion transaction, holders deemed to sell Company Common Stock under the constructive sale provisions of the Code, holders who exercise appraisal rights, or holders who acquired Company Common Stock pursuant to the exercise of employee stock options or otherwise as compensation. Except as specifically noted below, this summary does not address any aspect of state, local or foreign taxation, and does not address any U.S. federal taxation other than income taxation, nor does it address any aspects of the tax on “net investment income” imposed under Section 1411 of the Code.

For purposes of this information statement, a “U.S. Holder” means a beneficial owner of Company Common Stock that is a citizen or individual resident of the United States, a corporation (or any entity treated as a corporation for U.S. federal income tax purposes) created or organized in the United States or any state thereof (including the District of Columbia), an estate, the income of which is subject to U.S. federal income tax regardless of its source, or a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect to be treated as a U.S. person. If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a holder of Company Common Stock, the U.S. federal income tax treatment of a partner in that partnership will generally depend upon the status of the partner and the activities of the partnership. Partners should consult their own tax advisors as to the particular U.S. federal income tax consequences to them. The term “Non-U.S. Holder” refers to any beneficial owner of Company Common Stock other than a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes that is not a U.S. Holder.

The U.S. federal income tax consequences set forth below are included for general informational purposes only and are based upon current law as of the date hereof. Because individual circumstances may differ, each holder of Company Common Stock should consult such holder’s own tax advisor to determine the applicability of the rules discussed below to such stockholder and the particular tax effects of the Merger, including the application and effect of state, local, foreign and other tax laws.

U.S. Holders . The receipt of cash by a U.S. Holder for shares of Company Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. Holder who receives cash pursuant to the Merger will recognize gain or loss equal to the difference between (i) the amount of cash the U.S. Holder receives (determined before deduction of any applicable withholding taxes) and (ii) the holder’s adjusted tax basis in the Company Common Stock. Gain or loss will be calculated separately for each block of Company Common Stock converted in the Merger (generally shares acquired at the same cost in a single transaction). Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the Company Common Stock has been held for more than one year as of the Effective Time. The deductibility of capital losses is subject to limitations.

Cash consideration received by a U.S. Holder in the Merger may be subject to backup withholding. Backup withholding generally will apply only if the U.S. Holder fails to furnish a correct social security number or other taxpayer identification number, or otherwise fails to comply with applicable backup withholding rules and certification requirements. Corporations generally are exempt from backup withholding. Each U.S. Holder should complete and sign the Internal Revenue Service (“IRS”) Form W-9 that will be part of the letter of transmittal to be returned to the paying agent (or other agent) in order to provide the information and certification necessary to avoid backup withholding, unless an applicable exemption exists and is otherwise proved in a manner satisfactory to the paying agent (or other agent). Backup withholding is not an additional tax. Amounts so withheld can be credited against such holder’s federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

Non-U.S. Holders . A Non-U.S. Holder that receives cash for shares of Company Common Stock pursuant to the Merger generally will not be subject to U.S. federal income tax on any gain realized on the disposition, unless (i) such holder is an individual who is present in the United States for 183 or more days during the taxable year of such disposition and certain other conditions are met, (ii) the gain is effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder (and, in the case of certain tax treaties, is attributable to a permanent establishment or fixed base within the United States) or (iii) such holder’s shares constitute a “U.S. real property interest” under the Foreign Investment in Real Property Tax Act of 1980, or FIRPTA, which will generally be the case if, at any time during the shorter of the five-year period preceding the Effective Time or the Non-U.S. Holder’s holding period for its Company Common Stock, we were a “United States real property holding corporation” and such holder held (actually or constructively) more than 5% of the shares of Company Common Stock.

If you are a Non-U.S. Holder who is an individual and has been present in the United States for 183 or more days during the taxable year of the Merger and certain other conditions are satisfied, you will be subject to a 30% tax (or a lower rate under an applicable tax treaty) on the gain recognized in the Merger (which may be offset by certain U.S.-source capital losses).

If you are a Non-U.S. Holder and your gain recognized in the Merger is effectively connected with a U.S. trade or business (and, in the case of certain tax treaties, is attributable to a permanent establishment or fixed base within the United States), then you generally will be required to file a U.S. federal income tax return and will be subject to U.S. federal income tax on your gain on a net basis in the same manner as a U.S. Holder. Non-U.S. Holders that are corporations may also be subject to an additional branch profits tax on their effectively connected income at a rate of 30% or such lower rate as may be specified in an applicable income tax treaty, subject to adjustments.

If your shares constitute a “U.S. real property interest” under FIRPTA as described above, you generally will be required to file a U.S. federal income tax return and will be subject to U.S. federal income tax on your gain on a net basis in the same manner as a U.S. Holder. Generally, a corporation is a U.S. real property holding corporation if the fair market value of its U.S. real property interests, as defined in the Code and applicable regulations, equals or exceeds 50% of the aggregate fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We have not made a determination as to whether we

are or have been a U.S. real property holding corporation, and no assurance can be given that we have not been, or that we will not become, a U.S. real property holding corporation. Non-U.S. Holders that have owned (actually or constructively) more than 5% of the shares of Company Common Stock at any time in the five-year period preceding the Effective Time are particularly urged to consult their own tax advisors with regard to their tax treatment in the Merger.

Backup withholding and information reporting may apply to the payment of cash received by a Non-U.S. Holder for Company Common Stock pursuant to the Merger unless the holder certifies under penalties of perjury to its Non-U.S. Holder status or otherwise establishes an exemption. Backup withholding is not an additional tax. Amounts so withheld can be credited against such holder’s federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS. To avoid backup withholding, Non-U.S. Holders should complete IRS Form W-8BEN or W-8BEN-E or other applicable IRS Form W-8.

Non-U.S. Holders should consult their tax advisors regarding the application of U.S. federal income tax laws, including information reporting and backup withholding, to their particular situations.

Regulatory Approvals

General

The Company and Parent have agreed to use their reasonable best efforts to comply with all regulatory notification requirements and obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement. These approvals include the expiration or termination of the applicable waiting period under the HSR Act. The Company and Parent are required to also make all other filings, including with respect to the USFS Permits and Canadian Permits, that are required to be made in order to consummate the Merger. Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, which may go beyond the actions that Parent is required to take to get clearance. Pursuant to the terms of the Merger Agreement, Parent is not required (and the Company is not permitted without the prior written consent of Parent) to (a) agree to sales, divestitures or dispositions of businesses, product lines, assets, contractual rights, or relationships of the guarantors or any of their affiliates (the “Guarantors”), Parent, the Company and their respective subsidiaries or (b) otherwise take or commit to take actions that after the closing would limit the Guarantors’ or Parent’s or its subsidiaries (including the Company and the Company subsidiaries) freedom of action with respect to, or its or their ability to operate or retain, one or more of the businesses, product lines or assets of the Guarantors or any of their affiliates, Parent, the Company or their respective subsidiaries.

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder by the Federal Trade Commission (the “FTC”), the Merger cannot be completed until the Company and Parent each file a notification and report form with the FTC and the Antitrust Division of the Department of Justice under the HSR Act and the applicable waiting period thereunder has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30 calendar day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. The Company and Parent and its affiliates originally filed their respective HSR Act notifications on April 21, 2017. On May 16, 2017, Parent submitted a request to withdraw its HSR Act notification effective May 22, 2017. Parent intends to refile the notification no later than May 24, 2017; when Parent refiles, a new 30 calendar day waiting period will begin.

At any time before or after consummation of the Merger, notwithstanding the expiration or termination of the waiting period under the HSR Act, the Antitrust Division of the Department of Justice or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the expiration or termination of the waiting

period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

USFS Permit and Canadian Permits

The obligations of Parent, HHC and Merger Sub to effect the Merger are subject to the consent, transfer, renewal or reissuance (i) with respect to the Company’s Steamboat ski resort USFS Permit, provided that if the USFS requires a renewal or reissuance of such permit, the renewed or reissued permit shall either (a) have the same terms and conditions as the current USFS Permit, (b) have the same terms and conditions as those terms and conditions set forth in the form of USFS Permit attached to the Merger Agreement, as agreed, or (c) have terms and conditions, that when compared to the terms and conditions set forth in the form of USFS Permit attached to the Merger Agreement, as agreed, do not result in a “material adverse effect” to the Company’s Steamboat ski resort and (ii) with respect to at least thirteen of the Canadian permits as listed in the Company disclosure letter. See “The Merger Agreement—Conditions to the Closing of the Merger” beginning on page 70 .

THE MERGER AGREEMENT

The following summary describes certain material provisions of the Merger Agreement. This summary is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this information statement as Annex A and incorporated into this information statement by reference. We encourage you to read the Merger Agreement carefully in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this information statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement except as expressly stated therein and may be subject to important qualifications, limitations and supplemental information agreed to by the Company, Parent, HHC and Merger Sub in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties were included in the Merger Agreement for the purposes of allocating contractual risk between the Company, Parent, HHC and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent, HHC or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. The Merger Agreement is described below, and attached as Annex A hereto, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding the Company or our business. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding the Company and our business. Please see “Where You Can Find More Information” beginning on page 81 .

Effects of the Merger; Directors and Officers; Certificate of Incorporation; By-Laws

The Merger Agreement provides that subject to the terms of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into the Company and Company will continue as an indirect wholly owned subsidiary of Parent from and after the Effective Time.

Effective as of, and immediately following, the Effective Time, the board of directors of the surviving company will consist of the directors of Merger Sub, each to hold office in accordance with the articles of incorporation and by-laws of the surviving company until the earlier of their death, resignation or removal or until their successors are duly elected, designated or qualified, as the case may be. From and after the Effective Time, the officers of the Company at the Effective Time will be the officers of the surviving company, until the earlier of their death, resignation or removal or until their successors have been duly elected or appointed and qualified, as the case may be. At the Effective Time, the certificate of incorporation of the Company as the surviving company will be amended to be identical to the as agreed certificate of incorporation at the time of the execution of the Merger Agreement, until amended in accordance with applicable law and the applicable provisions of such certificate (subject to Parent’s and the surviving company’s obligations described in “The Merger—Interests of the Directors and Executive Officers of the Company in the Merger—Insurance and Indemnification of Directors and Executive Officers” beginning on page 50 ), and the by-laws of the surviving company, without any further action on the part of the Company or Merger Sub, will be the by-laws of Merger Sub (except references to Merger Sub’s name will be replaced by references to “Intrawest Resorts Holdings, Inc.”).

Closing and Effective Time of the Merger; Marketing Period

Unless another date is agreed by the parties, the closing of the Merger will take place no later than the second business day following the satisfaction or, to the extent permitted by law, waiver of all conditions to closing (described below under “—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions). However, if the marketing period (as summarized below) has not ended at the time of the satisfaction or waiver of such closing conditions,

the closing will occur on the earlier of (i) a business day, if any, during the marketing period specified by Parent on no fewer than three business days’ notice to the Company and (ii) two business days following the final day of the marketing period, subject in each case to the satisfaction or waiver of all conditions to closing.

Concurrently with the closing, the parties will file a certificate of merger with the Delaware Secretary of State as provided under the DGCL and, as soon as practicable on or after the closing date, will make all other filings required under the DGCL or by the Secretary of State of the State of Delaware in connection with the Merger. The Merger will become effective upon the filing of the certificate of merger, or at such later time as is agreed by Parent and the Company and specified in the certificate of merger.

The “marketing period” refers to the period of 20 consecutive business days beginning on April 10, 2017, at the end of which: (i) Parent will have received from Company certain customary financial information (the “Required Information”) in connection with Parent’s, HHC’s and Merger Sub’s obligations to obtain the required financing and (ii) the closing conditions to the obligations of Parent, HHC and Merger Sub (described below under “—Conditions to the Closing of the Merger”) are satisfied (other than (a) the conditions that by their nature are to be satisfied at the closing but subject to such conditions being capable of being satisfied if the closing were to occur on any date within such period and (b) the conditions related to stockholder approval and the termination or expiration of the waiting period under the HSR Act, each of which must be satisfied no later than three business days prior to the final day of the marketing period (and such period will be extended until the satisfaction of such conditions so long as the requirements of the marketing period are otherwise satisfied)) and nothing will have occurred and no condition will exist that would cause any of such conditions to closing to fail to be satisfied during such period. In addition, the following provisions apply in respect of the marketing period: (i) July 3, 2017 will not be a business day for purposes of calculating the 20 consecutive business day period; (ii) if the marketing period has not ended prior to August 18, 2017, then it will not commence until September 5, 2017; (iii) November 24, 2017 will not be a business day and (iv) if the marketing period has not ended prior to December 18, 2017, then it will not commence until January 3, 2018. If the Company reasonably believes it has delivered the Required Information, it may deliver to Parent a written notice to that effect, the delivery of which will be effective to start the marketing period unless on or prior to the second business day following such delivery, Parent delivers notice to the Company stating that it does not believe the Company has delivered the Required Information. Notwithstanding any to the contrary in the Merger Agreement, the marketing period will end on any earlier date on which the proceeds from the debt financing are obtained in an amount sufficient to consummate the closing.

Merger Consideration

Common Stock

At the Effective Time, each share of the Company Common Stock issued and outstanding immediately prior to such time, other than (i) shares owned by the Company as treasury stock; (ii) shares owned by Parent, HHC, Merger Sub, or any other direct or indirect wholly owned subsidiary of Parent; (iii) shares owned by direct or indirectly wholly owned subsidiaries of the Company; or (iv) shares held by stockholders who are entitled to demand and properly demand appraisal of such shares under Delaware law and who have not failed to perfect or not effectively withdrawn or lost rights to appraisal under the DGCL, will be converted automatically into the right to receive $23.75 per share in cash, without interest and less any applicable withholding taxes. All shares converted into the right to receive the per-share Merger Consideration will automatically be cancelled at the Effective Time, and each certificate formerly representing shares of the Company Common Stock will thereafter represent only the right to receive the per-share Merger Consideration.

Outstanding Equity Awards and Other Awards

The Merger Agreement provides the following treatment with respect to equity awards relating to the Company Common Stock:

Company Common Stock subject to such option (less any applicable withholding taxes). If the exercise price applicable to shares of Company Common Stock subject to such option is equal to or greater than the Merger Consideration, such option will terminate and be cancelled in exchange for no consideration.

Exchange and Payment Procedures

Prior to the Effective Time, Parent will appoint a bank or trust company reasonably acceptable to the Company, which institution we refer to as the paying agent, to make payments of the per-share Merger Consideration to stockholders. Immediately prior to the Effective Time, Parent will deposit, or cause to be deposited with the paying agent, cash sufficient to pay the aggregate per-share Merger Consideration to stockholders.

As reasonably promptly as practicable (but no later than the third business day) after the Effective Time, Parent will cause the paying agent to mail, or otherwise provide in the case of book-entry shares, to each holder of record of the Company Common Stock (other than the surviving company, its subsidiaries, and Parent and its subsidiaries) a letter of transmittal together with instructions thereto. Upon receipt of an “agent’s message” by the paying agent, together with such other documents as may be reasonably required by the paying agent, the holder of such shares will be entitled to receive the per-share Merger Consideration in exchange therefor. The amount of any per-share Merger Consideration paid to the stockholders may be reduced by any applicable withholding taxes. In the case of company stock awards, the holder of such company stock award will receive in exchange therefor the applicable closing Merger Consideration into which such company stock awards have been converted pursuant to the Merger Agreement, to be paid through the payroll of the Company or its affiliates on or as soon as practicable after the closing date and in no event later than five business days following the closing date.

If any cash deposited with the paying agent remains undistributed to holders of the Company Common Stock one year following the Effective Time, such cash (including any interest received in respect thereto) will be delivered to Parent (or its designee) and any holders of the Company Common Stock who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to Parent (subject to abandoned property, escheat or other similar laws) for payment of its claim for the per-share Merger Consideration, without any interest thereon. Any portion of the payment fund remaining unclaimed by former holders of the Company Common Stock as of a date that is immediately prior to such time as such amounts would otherwise escheat or become property of any governmental entity will, to the fullest extent permitted by applicable law, become the property of Parent (or its designee) free and clear of any claims or interest of any person previously entitled thereto.

Representations and Warranties

The Merger Agreement contains representations and warranties of the Company, Parent, HHC and Merger Sub.

The Company

Certain of the representations and warranties in the Merger Agreement made by the Company are qualified as to “materiality” or “Company material adverse effect.” For purposes of the Merger Agreement, “Company material adverse effect” generally means any fact, circumstance, occurrence, effect, change, event or development that, individually or in the aggregate, has (i) resulted or would reasonably be expected to result in a material delay or impediment to the ability of the Company to perform its obligations under the Merger Agreement or to consummate the transactions contemplated thereby, or (ii) had or would reasonably be expected to have a materially adverse effect on the assets, liabilities, business, financial condition or results of operations

of the Company and its subsidiaries, taken as a whole. For purposes of clause (ii), none of the following will constitute, or be taken into account in determining whether such Company material adverse effect has occurred or would reasonably be expected to occur, a Company material adverse effect:

However, in the case of the first through sixth and tenth exclusions set forth immediately above, to the extent any fact, circumstance, occurrence, effect, change, event or development arising from or related to such exclusions materially disproportionately affects the Company and its subsidiaries relative to other companies of a similar size in the industries in which the Company and its subsidiaries operate, the incremental disproportionate affect may be taken into account in determining whether a Company material adverse effect has occurred or would reasonably be expected to occur.

In the Merger Agreement, the Company has made customary representations and warranties to Parent, HHC and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

Parent, HHC and Merger Sub

Certain of the representations and warranties in the Merger Agreement made by Parent, HHC and Merger Sub are qualified as to a “Parent material adverse effect.” For purposes of the Merger Agreement, “Parent material adverse effect” means, with respect to Parent, HHC or Merger Sub, any fact, circumstance, occurrence, effect, change, event or development that, individually or taken together with other circumstances, occurrences, effects, changes, events or developments, is or would be reasonably likely to materially prevent or impair, interfere with, hinder or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement.

In the Merger Agreement, Parent, HHC and Merger Sub have made customary representations and warranties to the Company that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations relate to, among other things:

None of the representations and warranties contained in the Merger Agreement survive the consummation of the Merger.

Conduct of Business Pending the Merger

The Merger Agreement provides that, except as may be (i) required by law; (ii) with the prior written consent by Parent (such consent not to be unreasonably withheld, delayed or conditioned); (iii) expressly permitted, contemplated or required pursuant to the Merger Agreement; or (iv) set forth in the Company’s disclosure letter, between the date of the Merger Agreement and the earlier of the Effective Time and the date, if any, the Merger Agreement is terminated as described in “ — Termination of the Merger Agreement” below, the Company will, and will cause its subsidiaries to, conduct its and their business in the ordinary course of business and in a manner consistent with past practice in all material respects, use its reasonable best efforts to keep intact its business organization and preserve its existing relations and goodwill with customers, suppliers, creditors, lessors and other persons having business relationships with the Company or any of its subsidiaries.

Further, the Company agrees that during the period from the date of the Merger Agreement until the closing or earlier termination of the Merger Agreement, except as expressly set forth in the Company’s disclosure letter,

as required by applicable law or with the prior consent of Parent (which in the case of bullets six through nineteen and twenty-one and twenty-two, set forth immediately below will not be unreasonably withheld, delayed or conditioned), the Company will not and will not permit any of its subsidiaries to do any of the following (subject in each case, to certain specified exceptions):

than settlements or compromises of litigation or releases, dismissals or dispositions of claims, liabilities, obligations or arbitration that involve the payment of monetary damages in an amount not in excess of $2 million individually or $5 million in the aggregate and do not (i) involve material injunctive relief or impose material restrictions on the business or operations of the Company and the Company subsidiaries, (ii) knowingly involve any admission of any violations of law or (iii) except for claims and litigation with respect to which an insurer has the right to control the decision to settle;

No Solicitation of Other Offers

For purposes of the Merger Agreement:

“Acceptable confidentiality agreement” means a confidentiality agreement containing terms no less restrictive in the aggregate to the counterparty than the terms set forth in the confidentiality agreement dated as of January 3, 2017, between KSL Capital Partners and the Company (it being agreed that such confidentiality agreement does not need to contain a “standstill” or similar provision prohibiting the counterparty from making any alternative proposal).

“Alternative proposal” means any bona fide proposal or offer (whether or not in writing), with respect to any (i) merger, consolidation, share exchange, other business combination or similar transaction involving the Company that would result in any person or group beneficially owning 20% or more of the outstanding equity interests of the Company or any successor or parent company thereto; (ii) sale, contribution or other disposition, directly or indirectly (including by way of merger, consolidation, share exchange, other business combination, partnership, joint venture, asset sale, recapitalization, dividend, distribution, sale of capital stock of or other equity interests in a Company subsidiary or otherwise) of any business or assets of the Company or the Company subsidiaries representing 20% or more of the consolidated revenues, net income or assets of the Company and the Company subsidiaries, taken as a whole; (iii) issuance, sale or other disposition, directly or indirectly, to any person (or the stockholders of any person) or group of securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 20% or more of the voting power of the Company; (iv) transaction in which any person (or the stockholders of any person) will acquire, directly or indirectly, beneficial ownership or the right to acquire beneficial ownership, or formation of any group which beneficially owns or has the right to acquire beneficial ownership of, 20% or more of the common stock or securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 20% or more of the voting power of the Company; or (v) any combination of the foregoing (in each case, other than the Merger or the other transactions contemplated by the Merger Agreement).

“Superior proposal” means any written bona fide proposal or offer made by a third party or group pursuant to which such third party (or, in a parent-to-parent merger involving such third party, the stockholders of such third party) or group would acquire, directly or indirectly, more than 50% of the common stock or assets of the Company and the Company subsidiaries, taken as a whole; (i) on terms which the Board determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) to be more favorable from a financial point of view to the holders of common stock than the Merger, taking into account all the terms and conditions of such proposal and the Merger Agreement (including any changes proposed by Parent to terms of the Merger Agreement) and (ii) the conditions to the consummation of which are all reasonably capable of being satisfied, taking into account all financial, regulatory, legal and other aspects of such proposal.

The Merger Agreement provides that the Company will, and cause each of the Company subsidiaries and its and their representatives to: (i) immediately cease any existing solicitations, discussions or negotiations with any person that may be ongoing with respect to any alternative proposal or any proposal that could be reasonably expected to result in an alternative proposal; (ii) promptly request the return or destruction of, and terminate access to any data room containing, any confidential information of the Company previously furnished to any person in connection with a potential alternative proposal; and (iii) from the date of the Merger Agreement until the earlier of the Effective Time or the termination of the Merger Agreement, not to publicly announce any intention to, directly or indirectly:

Notwithstanding the no solicitation obligations described above, if the Company or any of its subsidiaries or any of its or their respective representatives had received a written alternative proposal by any person or group at any time prior to the receipt of the adoption of the Merger Agreement by the Company’s stockholder (which was received on April 8, 2017), and the Company had not materially breached its no solicitation obligations, the Company and its representatives may have, prior to (but not after) the receipt of the adoption of the Merger Agreement by the Company’s stockholder (which was received on April 8, 2017), taken the following actions if the Board (or any committee thereof) had determined, in its good faith judgment (after consultation with the Company’s financial advisors and outside legal counsel) that such alternative proposal constituted or would reasonably have been expected to lead to a superior proposal and that the failure to take such action would reasonably be expected to be inconsistent with the directors’ exercise of their fiduciary duties under applicable law:

Reasonably promptly after the receipt of such alternative proposal or inquiry, the Company would have been required to provide to Parent (i) a copy of such alternative proposal or inquiry, if in writing, or (ii) a summary of the material terms of such alternative proposal or inquiry, if oral. The Company also would have been required to keep Parent reasonably informed on a prompt basis of any material developments regarding the alternative proposal.

Adverse Recommendation Changes; Alternative Acquisition Agreements

The Merger Agreement provides that the Board may not (i) withdraw, withhold, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent, its merger recommendation or take any action, or make any public statement, filing or release inconsistent with its merger recommendation including recommending against the merger recommendation or approving, endorsing or recommending any alternatively proposal (any of the foregoing we refer to as an adverse recommendation change) or (ii) fail to publicly affirm its merger recommendation in writing within ten business days after receipt of a written request by Parent to provide such affirmation following a publicly known alternative proposal, except as described below.

Prior to receipt of the receipt of the adoption of the Merger Agreement by the Company’s stockholder (which was received on April 8, 2017), the Board was permitted to (i) make an adverse recommendation change in the event of an intervening event, and (ii) terminate the Merger Agreement to enter into a definitive written agreement providing for a superior proposal if such superior proposal did not result from a material breach of the no-shop restrictions, if, in each case, the Board determined in good faith (after consultation with its financial

advisors and legal counsel) that the failure to take such action would reasonably have been expected to be inconsistent with the directors’ exercise of their fiduciary duties under applicable law and it had complied with the procedure and its obligations as summarized in the following paragraph.

Prior to taking any of the actions described in clauses (i) or (ii) of the foregoing paragraph, the Company was required, at least three business days prior to taking such action, which we refer to as the notice period, to provide Parent with written notice that, in the case of clause (i) in the paragraph above, the Board intended to make an adverse recommendation change and advises Parent of the circumstances giving rise to such change, or in the case of clause (ii) in the paragraph above, the Board had received a superior proposal (and such notice shall have included copies of the superior proposal and all other material documents relating to such proposal, or where no such copy was available, a description of the material terms and conditions of such superior proposal). During the notice period, the Company was required to, if requested by Parent, negotiate in good faith to make such adjustments to the Merger Agreement and other transaction documents so that, in the case of a superior proposal, such superior proposal would have ceased to constitute a superior proposal (in the judgment of the Board) or, in cases not involving a superior proposal, the failure to make an adverse recommendation change (in the judgment of the Board after consultation with its financial advisors and legal counsel) would reasonably have been expected to be inconsistent with the directors’ exercise of their fiduciary duties under applicable law (and in determining whether to make an adverse recommendation change or terminate the Merger Agreement, the Company must have taken into account any such proposed changes to the terms of the Merger Agreement). If during the notice period, any revisions were made to the superior proposal, the Company was required to deliver a new written notice to Parent and comply with the obligations described above, except that such notice period with respect to the changes would have been a two business day notice period instead of three business days.

Nothing in the Merger Agreement will prevent the Company or the Board from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an alternative proposal or from making any disclosure to the Company’s stockholders if the Board (after consultation with the Company’s outside legal counsel) concludes that its failure to do so would reasonably be expected to be inconsistent with its fiduciary duties under applicable law.

As a result of the execution and delivery of the Stockholder Written Consent on April 8, 2017, the requisite stockholder approval has been obtained. Therefore, the Board has no ability to change its recommendation, and the Company is prohibited from responding to unsolicited proposals and terminating the Merger Agreement to accept a superior proposal.

Financing

Parent, HHC and Merger Sub shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain, or cause to be obtained, the proceeds of the financing on the terms and conditions described in the Debt Commitment Letter and the equity commitment letters, including using its reasonable best efforts with respect to (i) maintaining in effect the Debt Commitment Letter and the equity commitment letters pursuant to their terms, (ii) negotiating and entering into definitive agreements with respect to the debt financing and the equity financings consistent with the terms and conditions contained in the relevant commitment letter or, if available, on other terms that are acceptable to Parent, subject to certain limitations set forth in the Merger Agreement, (iii) complying with all covenants and agreements of Parent, HHC and Merger Sub set forth in the Debt Commitment Letter and equity commitment letters and the financing agreements entered into in connection therewith, to the extent a breach thereof could result in a failure of a condition precedent to the financing or otherwise make the funding of the financing less likely to occur, and (iv) taking into account the expected timing of the marketing period, satisfying on a timely basis all conditions applicable to Parent, HHC and Merger Sub to obtaining the financing. In the event that all conditions contained in the Debt Commitment Letter (other than the availability of the equity financing) have been satisfied (or upon funding will be satisfied), each of Parent, HHC and Merger Sub shall use its reasonable best efforts to timely cause the Lenders to fund the debt financing and to otherwise enforce its rights under the Debt Commitment Letter (including through litigation).

In the event any portion of the debt financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Parent, HHC and Merger Sub shall use its reasonable best efforts to arrange to obtain as promptly as practicable on terms that are not materially less favorable to Parent in any

respect than the debt financing contemplated by the Debt Commitment Letter, alternative sources of financing in an amount sufficient, when added to the portion of the financing that is available, to consummate the transactions contemplated by the Merger Agreement and pay any other amounts required to be paid in connection with the consummation of the transactions contemplated by the Merger Agreement and to pay all related fees and expenses and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such alternative debt financing.

Parent, HHC and Merger Sub shall provide the Company prompt written notice of (i) any breach or threatened breach by any party to the financing commitments or the definitive documents in connection therewith of which Parent, HHC or Merger Sub has knowledge that would reasonably be expected to adversely affect the financing or the ability of Parent, HHC or Merger Sub to consummate the transactions contemplated by the Merger Agreement; (ii) of any termination or threatened termination of the commitment letters or the definitive documents in connection therewith; and (iii) of any material dispute or disagreement between or among any parties to the commitment letters with respect to the obligation to fund the financing or the amount of the financing to be funded at closing (excluding ordinary course negotiations of the terms thereof).

Prior to the closing, the Company shall, and shall cause its subsidiaries to, and shall use its reasonable best efforts to cause their respective representatives to, use reasonable best efforts to provide all cooperation with Parent and its affiliates as is reasonably necessary and customary in connection with the arrangement of the debt financing as may be reasonably requested by Parent, at Parent’s sole expense.

In the event that the debt financing commitment (or any related definitive agreements) or the equity financing commitments are amended, replaced, supplemented or otherwise modified pursuant to the terms of the Merger Agreement, including as a result of obtaining alternative financing in accordance with the terms of the Merger Agreement, or if Parent substitutes other debt or equity financing for all or a portion of the financing in accordance with the terms of the Merger Agreement, each of Parent, HHC, and Merger Sub shall comply with its obligations with respect to the debt financing commitment (or any related definitive agreements) or the equity financing commitments, as applicable, as modified and with respect to such other debt or equity financing to the same extent that Parent and the Company would have been obligated to comply with respect to the financing.

Certain Indebtedness Matters

The Company has agreed to deliver to Parent (i) no later than the third business day prior to the closing date, customary pay-off letters relating to the repayment on the closing date of the existing company debt and the release of related liens and (ii) no later than the fourth business day prior to the closing date, any customary “know your customer” material that has been requested at least eight calendar days prior to the closing date.

Certain Matters Concerning Additional Agreements

The Company will use its reasonable best efforts after the date of the Merger Agreement to seek a waiver from the members of PASSCO LLC (“PassCo”) with respect to the exclusivity period applicable to a party that withdraws from PassCo. In the event such waiver is not obtained within two business days from the date of the Merger Agreement, the Company will cause Intrawest Operations Group, LLC to resign and withdraw as a member of PassCo in accordance with the terms specified in the Merger Agreement. On April 11, 2017, the waiver was obtained.

The Company will take all action necessary to terminate the Stockholder Agreement, dated as of January 30, 2016, by and among the Company and the Majority Stockholder at the closing.

The Company and Parent will use reasonably efforts to notify the USFS of the transactions contemplated by the Merger Agreement as the same relate to the Winter Park Resort that is operated by the Company, and will cooperate in good faith to respond to reasonable requests for information from the USFS in connection therewith.

Treatment of Equity and Equity-Based Awards

The Merger Agreement provides that immediately prior to the completion of the Merger:

Employee Matters

The Merger Agreement provides that, for twelve months following the completion of the Merger, Parent will, or will cause one of its affiliates to, provide each individual who is an employee of the Company at the completion of the Merger and who remains employed with the surviving corporation or any other affiliate of Parent immediately following the completion of the Merger (each, a “Continuing Employee”) with:

Any Continuing Employee who incurs a termination of employment during the twelve month period following the completion of the Merger will receive severance benefits that are no less favorable than the severance that the Continuing Employee would have received with respect to such termination under the severance policies, practices and guidelines of the Company or any of its subsidiaries as in effect immediately prior to the completion of the Merger, or, if greater, the severance benefits provided to similarly situated employees of Parent.

The Merger Agreement also provides that, with certain exceptions, service credit will be provided to Continuing Employees for purposes of eligibility, vesting and determination of the level of benefits under any benefit plans maintained by Parent or any of its affiliates in which the Continuing Employee participates following the completion of the Merger. In addition, the Merger Agreement provides that, with certain exceptions, Parent will use commercially reasonable efforts to (i) waive pre-existing condition limitations other than those applicable to Continuing Employees under health benefit plans of Parent, (ii) honor deductible, co-payment and out-of-pocket maximums incurred by Continuing Employees under the Company’s health benefit plans for the year in which the Merger is completed and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise apply to a Continuing Employee on or after the completion of the Merger under a Parent health benefit plan.

Efforts to Consummate the Merger

Parent and the Company agreed to use their respective reasonable best efforts to reasonably promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under the Merger Agreement and applicable laws to consummate and make effective as reasonably promptly as practicable the transactions contemplated in the Merger Agreement.

Parent and Company agreed to use their respective reasonable best efforts to take any and all steps not prohibited by law to (i) avoid any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the closing, including defending (with sufficient time for resolution in advance of the termination date) claims asserted by the FTC or the United States Department of Justice or any other applicable governmental entity or any private party and (ii) avoid or eliminate impediments under any regulatory law so as to enable the closing to occur as soon as possible (and in any event no later than the termination date), provided that none of the Guarantors or any of their affiliates, Parent or the Company will be required to, nor will the Company, without the prior written consent of Parent, (a) agree to sales, divestitures or dispositions of businesses, product lines, assets, contractual rights, or relationships of the Guarantors or any of their affiliates, Parent, the Company and their respective subsidiaries or (b) otherwise take or commit to take actions that after the closing would limit the Guarantors’ or any of their affiliates’ or Parent’s or its subsidiaries (including the Company and the Company subsidiaries) freedom of action with respect to, or its or their ability to operate or retain, one or more of the businesses, product lines or assets of the Guarantors or any of their

affiliates, Parent, the Company or their respective subsidiaries. The final determination of the appropriate course of action with respect to such items will be made by Parent.

Indemnification and Insurance

From and after the Effective Time, Parent will cause all rights to indemnification, advancement of expenses and exculpation in favor of any current or former directors, officers or employees of the Company or any of its subsidiaries in effect on the date of the Merger Agreement to continue in accordance with their terms. From and after the Effective Time, Parent will cause the surviving company to indemnify each current director, officer or employee of the Company or any of its subsidiaries against all acts or omissions arising out of or pertaining to their service as a director, officer or employee of the Company or any of its subsidiaries at or prior to the Effective Time to the fullest extent permitted under applicable law. In the event of such claim, Parent will cause the surviving company to advance expenses incurred in the defense of any such claim, subject to the surviving company’s receipt of an undertaking, if and only to the extent required by applicable law to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification.

For a period of six years from and after the Effective Time, Parent will cause the surviving company to either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company or its subsidiaries or provide substitute policies, in either case, of not less than the existing coverage and having other terms not less favorable to the insured persons than the coverage currently maintained by the Company with respect to claims arising from facts or events that occurred on or before the Effective Time, except that the surviving company will not be required to pay in excess of 300% of the aggregate annual premium most recently paid by the Company prior to the date of the Merger Agreement. If the surviving corporation is unable to obtain such insurance coverage, it will obtain as much comparable insurance as possible for an annual premium equal to such maximum premium. In lieu of such insurance, prior to the closing of the Merger, the Company may, at its options (following reasonable consultation with Parent), purchase a “tail” directors’ and officers’ liability insurance policy and fiduciary liability insurance policy to provide coverage in an amount not less than the existing coverage and to have other terms not less favorable to the insured persons than the coverage currently maintained by the Company with respect to claims arising from facts or events that occurred on or before the Effective Time, provided that the cost of such tail may not exceed the maximum premium described in the preceding sentence.

Written Consent

Immediately after the execution of the Merger Agreement, the Company was required, in accordance with the DGCL, to take all actions necessary to seek and use reasonable best efforts to obtain, as promptly as practicable and in any event within 24 hours of the execution of the Merger Agreement, the irrevocable Stockholder Written Consent. As soon as practicable after receipt of the Stockholder Written Consent, the Company was required to deliver to Parent a copy (including by facsimile or other electronic scan) of the executed Stockholder Written Consent. Following the execution of the Merger Agreement, the Company obtained the written consent from the Majority Stockholder and delivered it to Parent on April 8, 2017, within the 24 hour period required under the Merger Agreement.

Transaction Litigation

Until the closing date, each of Company and Parent must promptly notify the other of any litigation or threatened litigation against such party or any of its subsidiaries or affiliates. Subject to entry into a customary joint defense agreement, Company will give Parent the opportunity to consult with Company and participate in the defense or settlement of any stockholder litigation against it or its subsidiaries and/or their respective directors or officers relating to the Merger and the other transactions contemplated by the Merger Agreement. The Company or its representatives may only compromise, settle or come to an arrangement regarding any such stockholder litigation if (i) the resolution of all such litigation requires payment from the Company or any of its subsidiaries or representatives in an amount not to exceed an amount as set out in certain company disclosures provided to stockholders of the Company (and subject to review and comment by Parent); (ii) the settlement provides for no injunctive relief; (iii) the settlement provides that Parent and its subsidiaries and representatives are released from all liability in connection therewith; and (iv) none of Parent, HHC, Merger Sub, the Company, and their respective subsidiaries are required to admit any wrongdoing as part of the settlement. Otherwise,

neither the Company nor any of its representatives may compromise, settle or come to an arrangement regarding any such stockholder litigation, in each case unless Parent will have consented in writing (which consent will not be unreasonably withheld, conditioned or delayed).

Conditions to the Closing of the Merger

The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent permitted by law) waiver by the Company and Parent of the following conditions:

The obligations of Parent, HHC and Merger Sub to effect the Merger are also subject to the satisfaction or (to the extent permitted by applicable law) waiver by Parent of the following conditions:

conditions set forth in the form of USFS Permit attached to the Merger Agreement, as agreed, or (iii) have terms and conditions, that when compared to the terms and conditions set forth in the form of USFS Permit attached to the Merger Agreement, as agreed, do not result in a “material adverse effect” to the Company’s Steamboat ski resort;

The obligations of the Company to effect the Merger are also subject to the satisfaction or (to the extent permitted by applicable law) waiver by the Company of the following conditions:

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the consummation of the Merger by mutual written consent of Company and Parent.

In addition, the Merger Agreement may be terminated by either the Company or Parent if:

The Merger Agreement may also be terminated by the Company if:

The Merger Agreement may also be terminated by Parent if:

In the event that the Merger Agreement is terminated pursuant to the termination rights above, the Merger Agreement will become void and of no effect without liability or obligation on the part of any party thereto. However, certain related documents, including the guarantee under certain circumstances, and expense reimbursement obligations or indemnification obligations of Parent in relation to financing, and the provisions of the Merger Agreement relating to certain confidentiality obligations, the effect of the termination of the Merger Agreement, termination fees, expenses, and certain general provisions will survive any termination of the Merger Agreement.

Termination Fees

If the Merger Agreement is terminated in specified circumstances, the terminating party may be required to pay a termination fee. Parent would be entitled to receive a termination fee equal to $28,373,610 under the following circumstances:

The Company would be entitled to receive a reverse termination fee, regulatory termination fee or permit termination fee as applicable, equal to $66,205,091 from Parent under the following circumstances:

Expense Reimbursement

If the Merger Agreement is terminated for any reason, Parent will reimburse the Company and its subsidiaries for all reasonable out-of-pocket costs incurred by the Company and its subsidiaries in connection with the Company’s obligation to use best efforts to cooperate in connection with the arrangement of the debt financing as reasonably requested by Parent (including attorney fees and expenses).

Specific Performance

Parent, HHC, Merger Sub and the Company are entitled to an injunction or injunctions to prevent breaches or threatened breaches of the Merger Agreement and to enforce specifically the terms of the Merger Agreement in addition to any other remedy to which they are entitled at law or in equity. The Company is entitled to obtain specific performance or other equitable relief to cause the full proceeds of the equity financing contemplated by the equity commitment letters to be drawn down on the terms and subject to the conditions set forth in the equity commitment letters and the Merger Agreement and/or to cause Parent, HHC and/or Merger Sub to consummate the transactions contemplated by the Merger Agreement if and only in the event (i) all conditions to Parent, HHC and Merger Sub’s obligation to consummate the Merger (other than conditions to be satisfied at the closing, each of which is capable of being satisfied at that time) have been satisfied at the time when the closing was contemplated to occur under the Merger Agreement; (ii) the debt financing provided for by the Debt Commitment Letter (or by alternative financing, if applicable) has been funded or the financing sources have confirmed in writing that the debt financing will be funded at the closing if the equity financing is funded at the closing; and (iii) the Company has irrevocably confirmed that if specific performance is granted and the equity financing and the debt financing are funded, then it would take such actions required of it by the Merger

Agreement to cause the closing to occur. To the extent any party brings a proceeding to enforce specifically the terms and provisions of the Merger Agreement (other than proceeding to enforce specifically any provision that expressly survives termination), the termination date of the Merger Agreement will automatically be extended to (i) the tenth business day following the resolution of such proceeding or (ii) such other time period established by the court presiding over such proceeding.

Limitations of Liability

The maximum aggregate liability of Parent and any of its affiliates under the Merger Agreement is limited to the amount of the reverse termination fee, regulatory termination fee or permit termination fee (as described above in the section “The Merger Agreement—Termination Fees” beginning on page 72 ), as applicable, plus specified reimbursement and indemnification obligations of Parent under the Merger Agreement (the “Recoverable Amounts”). The Recoverable Amounts, when payable, are the sole and exclusive remedy of the Company and its affiliates against Parent, the financing sources, the Guarantors, the equity investors and any of their affiliates in connection with the termination of the Merger Agreement and the transactions, documents and agreements contemplated by the Merger Agreement. Except for Parent’s right to specific performance as described above, the payment of the termination fee described above, when payable, is the sole and exclusive remedy of Parent, HHC and Merger Sub against the Company or its affiliates in respect of losses or damages under the Merger Agreement. However, such liability limitations in no way limit the rights of any party to an injunction to prevent breaches of the Merger Agreement and to enforce specifically the terms of the Merger Agreement as described in the immediately preceding section.

Fees and Expenses

Except for the provisions described above in the section “—Expense Reimbursement,” all fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement will be paid by the party incurring such fees or expenses.

Amendment

Generally, the Merger Agreement may be amended in writing at any time before or after approval of the proposal to approve and adopt the Merger Agreement by the stockholders of the Company. However, no amendment that requires further approval by the Company’s stockholders pursuant to law or the rules of any stock exchange may be made without further stockholder approval and no amendment shall be submitted to be approved by the Company’s stockholders unless required by law. Moreover, certain provisions related to remedies may not be amended without the prior written consent of any adversely affected debt financing sources.

Governing Law

The Merger Agreement is governed by Delaware law.