Fortress unit gets needed consents for Intrawest's 6 7/8%, 7½% notes

By Angela McDaniels

Seattle, Oct. 6 - Wintergames Acquisition ULC said it received the required consents from holders of Intrawest Corp.'s outstanding C$125 million principal amount of 6 7/8% senior notes due 2009 and $575 million principal amount of 7½% senior notes due 2013 to amend the indentures governing the notes.

The amendments eliminate substantially all of the restrictive covenants and some events of default in the notes' indentures.

Wintergames, an indirect subsidiary of private equity funds managed by affiliates of Fortress Investment Group LLC, is conducting a consent solicitation and tender offer for the notes in connection with an acquisition agreement under which it will acquire all of the outstanding shares of Intrawest.

The consent deadline was 5 p.m. ET on Oct. 6. The tender offer expires at 5 p.m. ET on Oct. 24.

For each C$1,000 of the Canadian dollar-denominated notes or $1,000 of the dollar-denominated notes, the company said it will pay the present value of future payments on the notes discounted using the yield on a reference security and 50 basis points.

For the 6 7/8% notes, the reference security is the 4¼% Government of Canada bond due Sept. 1, 2009. Pricing will be based on the notes' maturity in 2009.

For the 7½% notes, the reference security is the 3 1/8% U.S. Treasuries due Oct. 15, 2008. Pricing will be based on the $1,037.50 redemption price on the first call date of Oct. 15, 2008.

Pricing will be set at 2 p.m. ET on Oct. 9.

The company will also pay accrued interest up to but excluding the settlement date.

The payout includes a consent fee of C$30 for each C$1,000 of 6 7/8% notes and $30 for each $1,000 of 7½% notes tendered by the consent deadline. Holders may not tender the notes without also delivering consents.

Lehman Brothers Inc. (800 438-3242 or collect 212 528-7581) is the dealer manager and solicitation agent. CIBC Mellon Trust Co. is the tender agent. D.F. King & Co., Inc. (800 659-6590 or collect 212 269-5550) is the information agent.

Fortress Investment Group LLC is a New York-based investment company.

Intrawest is a Vancouver, B.C.-based destination resorts and adventure travel company.

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