Intrawest ends offer with $115.25 million 9¾% notes tendered

New York, Oct. 31 - Intrawest Corp. said its offer to buy its 9¾% senior notes due 2008 expired on Oct. 28 with $115.25 million of the securities tendered, or 58% of the $200 million outstanding principal amount.

As previously announced, Intrawest will redeem the remaining $84.75 million of the notes on Nov. 21 at a price of $1,048.75 per $1,000 principal amount plus accrued interest.

In the tender offer and consent solicitation, Intrawest paid a total of $122.59 million, made up of the purchase price, the consent fee and accrued interest.

Intrawest, a Vancouver, B.C.-based mountain resort operator, originally announced on Sept. 29 that it had begun a tender offer to purchase for cash all $200 million principal amount of its outstanding 9¾% notes, and said it would seek the consent of the noteholders to indenture changes that would eliminate substantially all of the restrictive covenants.

It initially set 5 p.m. ET on Oct. 8 as the consent deadline, although that was later extended, and set midnight ET on Oct. 28 as the expiration deadline, subject to possible extension.

Intrawest said it would purchase the notes at a price of $1,048.75 per $1,000 principal amount, including 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 tendering after the consent deadline but before the offer expiration would receive $1,038.75 per $1,000 principal amount. Tendered notes could not be withdrawn, nor could delivered consents be revoked, after the consent deadline.

On Oct. 10, Intrawest said it had successfully completed the consent solicitation portion of the tender offer, with a total of $115.25 million of the notes, or 58% of the outstanding principal amount, having been tendered by the extended consent deadline of 5 p.m. ET on Oct. 9.

Intrawest accepted for payment all notes tendered by the consent date, and paid noteholders a total $122.586 million, which included the purchase price, consent fee and accrued interest. It also executed a supplemental indenture eliminating substantially all the restrictive covenants.

In announcing the tender offer and consent solicitation, Intrawest said the tender offer would be conditioned upon, among other things, the now-fulfilled requirement of receipt by the company of requisite noteholder consents to adopt the amendments.

It said that payment for notes tendered on or prior to the consent deadline would be made on Oct. 9, while payment for notes tendered after the consent deadline but before the expiration deadline would be made on the next business day following the expiration deadline.

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