Intrawest announces tender offer and consent solicitation for Senior Notes.
15 Settembre 2004 - 11:06PM
PR Newswire (US)
Intrawest announces tender offer and consent solicitation for
Senior Notes. www.intrawest.com Listed: NYSE TSE Symbols: IDR
(NYSE) ITW (TSE) (common) ITW1N (preferred) VANCOUVER, Sept. 15
/PRNewswire-FirstCall/ -- Intrawest Corporation (IDR:NYSE; ITW:TSX)
announced today that it has commenced a tender offer to purchase
for cash all $394.16 million principal amount of its outstanding
10.50% Senior Notes due February 1, 2010 (CUSIP No. 460915 AN1)
(the "2010 Notes"). In connection with the offer, Intrawest is also
seeking the consent of the holders of the 2010 Notes to certain
amendments to the indenture governing the 2010 Notes that would
eliminate substantially all of the restrictive covenants contained
in the indenture. The total consideration to be paid for each
validly tendered 2010 Note and properly delivered consent will be
based upon a fixed spread of 50 points over the yield to maturity
on the Price Determination Date (as defined below) of the 71/2%
U.S. Treasury Note due February 15, 2005, and includes a consent
payment of $10.00 per $1,000 principal amount of the 2010 Notes to
holders who tender their 2010 Notes and deliver their consent on or
prior to 5:00 p.m., New York City time on September 28, 2004 (the
"Consent Date"). Holders of validly tendered 2010 Notes will also
be entitled to receive accrued and unpaid interest, up to but not
including, the payment date. The tender offer will expire at
midnight, New York City time, on October 13, 2004 (the "Expiration
Date") unless it is extended or terminated earlier. The consent
solicitation will expire on the Consent Date, unless extended.
Payment for 2010 Notes tendered on or prior to the Expiration Date
will be made on the next business day following the Expiration
Date. Tendered Notes may not be withdrawn and consents may not be
revoked subsequent to the Consent Date. The yield to maturity of
each reference U.S. Treasury Note used in the fixed spread formula
will be set at 2:00 p.m., New York City time, on the second
business day prior to the Expiration Date (the "Price Determination
Date"). The tender offer is conditioned upon, among other things,
the receipt of the requisite consents to adopt such proposed
amendments, and Intrawest having available funds sufficient to pay
the aggregate consideration for the 2010 Notes from the offer and
sale of newly issued senior notes with terms and conditions
satisfactory to Intrawest and in an aggregate principal amount of
not less than $325 million, borrowings under its credit facility or
with cash on hand. Deutsche Bank Securities Inc. will act as Dealer
Manager and Solicitation Agent for the tender offer and consent
solicitation. The Depositary is JPMorgan Chase Bank and the
Information Agent is MacKenzie Partners of New York. The tender
offer and consent solicitation are described in the Offer to
Purchase and Consent Solicitation Statement and the related Letter
of Transmittal dated as of September 15, 2004 (collectively, the
"Offer Documents") which may be obtained from MacKenzie Partners of
New York at 1-800-322-2885 (toll free) and (212) 929-5500
(collect). Persons with questions regarding the tender offer and
consent solicitation should contact Deutsche Bank Securities Inc.
at (212) 250-4270 or the Information Agent at 1-800-322-2885. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of any
securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state. The tender offer and consent
solicitation is being made solely by the Offer Documents. The Offer
Documents should be read carefully before any decision is made with
respect to the tender offer and consent solicitation. Intrawest
Corporation is the world's leading developer and operator of
village-centered resorts. Intrawest owns or controls 10 mountain
resorts in North America's most popular mountain destinations,
including Whistler Blackcomb, a host venue for the 2010 Winter
Olympic Games. The Company also owns Sandestin Golf and Beach
Resort in Florida and has a premier vacation ownership business,
Club Intrawest. Intrawest is developing five additional resort
villages at locations in North America and Europe. The company has
a 45 per cent interest in Alpine Helicopters Ltd., owner of
Canadian Mountain Holidays, the largest heli-skiing operation in
the world. Intrawest is headquartered in Vancouver, British
Columbia. For more information, visit http://www.intrawest.com/.
Statements contained in this release that are not historical facts
are forward-looking statements that involve risks and
uncertainties. Intrawest's actual results could differ materially
from those expressed or implied by such forward-looking statements.
Factors that could cause or contribute to such differences include,
but are not limited to, Intrawest's ability to implement its
business strategies, seasonality, weather conditions, competition,
general economic conditions, currency fluctuations and other risks
detailed in the company's filings with the Canadian securities
regulatory authorities and the U.S. Securities and Exchange
Commission. If you would like to receive future news releases by
email, please contact DATASOURCE: Intrawest Corporation CONTACT:
Mr. John Currie, chief financial officer at (604) 669-9777; To
request a free copy of this organization's annual report, please go
to http://www.newswire.ca/ and click on reports@cnw.
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