Fortress unit receives tenders for 99.9% of Intrawest's 6 7/8%, 7½% notes

By Laura Lutz

Des Moines, Oct. 26 - Fortress Investment Group LLC unit Wintergames Acquisition ULC announced it received tenders for virtually all 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 in its tender offers and consent solicitations.

As of the tender deadline at 5 p.m. ET on Oct. 24, Wintergreen had received tenders for C$124.872 million, or 99.9%, of the 6 7/8% notes and $574.98 million, or 99.9%, of the 7½% notes.

Wintergames, an indirect subsidiary of private equity funds managed by affiliates of Fortress Investment Group LLC, conducted the tender offer and consent solicitation in connection with an acquisition agreement under which Fortress acquired all of the outstanding shares of Intrawest.

For the 6 7/8% notes, Wintergames will pay C$1,064.62 per C$1,000 principal amount, and for the 7½% notes it will pay $1,074.39 per $1,000 principal amount.

Both prices include a C$30 per C$1,000 or $30 per $1,000 consent payment.

Pricing was fixed at 2 p.m. ET on Oct. 10.

For each C$1,000 of the Canadian dollar-denominated notes or $1,000 of the dollar-denominated notes, the pricing was based on 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 was the 4¼% Government of Canada bond due Sept. 1, 2009. Pricing was based on the notes' maturity in 2009.

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

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

Wintergames announced on Oct. 6 that it had received the required consents to amend the note indentures.

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

The consent deadline was 5 p.m. ET on Oct. 6.

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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