Intrawest obtains consents in solicitation for 9¾% notes

New York, Oct. 10 - Intrawest Corp. said it successfully completed its consent solicitation for its $200 million 9¾% senior notes due 2008.

By the expiry of the consent solicitation at 5.00 p.m. ET on Oct. 9 a total of $115.2505 million or 58% of the outstanding principal amount of the notes had been tendered.

The Vancouver, B.C. mountain resort operator said it has executed a supplemental indenture which eliminates substantially all the restrictive covenants.

It also accepted for payment notes tendered by the consent date and paid $122.586 million, made up of the purchase price, consent fee and accrued interest.

The tender offer expires at midnight ET on Oct. 28.

As previously announced, on Oct. 9 Intrawest extended the consent deadline to 5.00 p.m. ET on Oct. 9 instead of 5.00 p.m. on Oct. 8 As of the old deadline, $108.825 million of the notes had been tendered in the tender offer and consent solicitation and not withdrawn. All other terms of the consent solicitation and tender offer remained unchanged.

Intrawest (B1) said on Sept. 29 that it had begun a tender offer to purchase for cash all $200 million principal amount of its outstanding 9¾% senior notes due 2008, and will seek the consent of the noteholders to indenture changes that would eliminate substantially all of the restrictive covenants.

It set 5 p.m. ET on Oct. 8 as the consent deadline - since extended - and midnight ET on Oct. 28 as the expiration deadline, both of which are subject to possible extension.

Intrawest said that it will purchase the notes at a price of $1,048.75 per $1,000 principal amount. The figure includes a $10 per $1,000 principal amount consent fee for those holders tendering their notes and delivering their consents to the indenture changes by the consent deadline. Holders who tender after the consent deadline but before the offer expiration will receive $1,038.75 per $1,000 principal amount

The tender offer is conditioned upon, among other things, the receipt by the company of requisite noteholder consents to adopt the amendments.

Payment for notes tendered on or prior to the consent deadline will be made on Oct. 9, while payment for notes tendered after the consent deadline but before the expiration deadline will be made on the next business day following the expiration deadline. Tendered notes may not be withdrawn and consents may not be revoked after the consent deadline.

Intrawest said that it plans to fund the tender offer and to reduce other indebtedness from the proceeds of a planned Rule 144A sale of up to $250 million of new 10-year senior notes. That offering was upsized to $350 million and priced on Oct. 1.

Deutsche Bank Securities Inc. is dealer manager and solicitation agent for the tender offer and consent solicitation (call Dennis Farrell at 212 250-2500). The depositary is JPMorgan Chase Bank and the information agent is MacKenzie Partners of New York (800 322-2885).

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