Intrawest sets pricing in tender for 10½% notes

New York, Oct. 11 - Intrawest Corp. (B1/B+) said it has fixed pricing in its tender offer for its 10½% senior notes due 2010.

The company will pay $1,076.03 per $1,000 principal amount of notes including the $10 consent payment to holders who tendered by the consent deadline.

On Sept. 29, Intrawest said that the consent deadline expired as scheduled at 5 p.m. ET on Sept. 28, without extension, and that as of that time, a total of $354.771 million of the notes, or about 90%, of the outstanding principal amount, had been tendered under the terms of the offer.

Accordingly, Intrawest has executed a first supplemental indenture incorporating all of the proposed changes in the notes' original indenture.

The underlying tender offer continues and is scheduled to expire on Oct. 13, subject to possible extension.

As previously announced, Intrawest, a Vancouver, B.C.-based resort operator, said on Sept. 15 that it had begun a cash tender offer for all its $394.16 million principal amount of the 10½% notes, and was also seeking consents to amend the note indenture to eliminate substantially all the restrictive covenants.

It set a consent deadline of 5 p.m. ET on Sept. 28, said the offer would expire at midnight ET on Oct. 13, and said that it would set the price to be paid for the notes at 2 p.m. ET on the second business day before the offer's expiration (i.e. Oct. 11), subject to possible extension.

The price will be based on a fixed spread of 50 points over the yield to maturity of the 7½% U.S. Treasury note due Feb. 15, 2005.

The total consideration will include a consent payment of $10 per $1,000 principal amount of notes tendered and accepted for repurchase, which will be paid to holders who tender by the consent deadline.

All holders will also receive accrued interest up to but excluding the payment date.

Tenders may not be withdrawn and consents may not be revoked after the consent date.

The tender is subject to the receipt of sufficient consents to amend the notes and Intrawest having sufficient funds from a sale of at least $325 million of new senior notes, borrowings under its credit facility or cash on hand (Intrawest was heard by high-yield syndicate sources to have priced $225 million of U.S. dollar-denominated 7½% senior notes due 2013 and C$125 million of 6 7/8% notes due 2009 on Sept. 22).

Deutsche Bank Securities Inc. at (212 250-4270) is dealer manager and solicitation agent. The depositary is JPMorgan Chase Bank, and the information agent is MacKenzie Partners of New York (800 322-2885 or collect at 212 929-5500).

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