Intrawest Completes Private Placement

Vancouver-based Intrawest Corp., a leading developer and operator of village-centered resorts, completed a private placement in the US and in certain Canadian provinces of US$225 million aggregate principal amount of 7.50 per cent senior notes due October 15, 2013 (the US$ notes) and C$125 million aggregate principal amount of 6.875 per cent senior notes due October 15, 2009 (the C$ notes). The syndicate of initial purchasers for the US$ notes was co-led by Deutsche Bank Securities Inc. and Scotia Capital (USA) Inc. and included Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Inc., Piper Jaffray & Co., Wachovia Capital Markets, LLC and Wells Fargo Securities, LLC. The syndicate of initial purchasers for the C$ notes was co-led by Deutsche Bank Securities Ltd. and Scotia Capital Inc. and included BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and TD Securities Inc. The transaction closed on October 6, 2004. The US$ notes were sold at 102.312 per cent of the aggregate principal amount, and the C$ notes were sold at par.

Intrawest used the net proceeds of the offering, together with drawings under its credit facility, to repurchase US$359.9 million aggregate principal amount of its outstanding 10.50 per cent senior notes due February 1, 2010 (the 2010 notes). The repurchase of the 2010 notes closed on October 15, 2004. Intrawest also sought and successfully obtained the consent of the holders of the 2010 notes to certain amendments to the indenture governing the 2010 notes that eliminated substantially all of the restrictive covenants contained in the indenture.

Intrawest was represented by Richard Balfour, Michael Urbani and Ranjeev Sangra (corporate finance), Donna Cooke (financial services) and Chris Falk (tax) of McCarthy Tétrault LLP; and by Preston Gates & Ellis in Seattle, who acted as US counsel with a team that included Gary Kocher, Christopher Cunningham and John Creighton (corporate finance), Darcie Christopher (corporate finance and tax) and Charles Purcell (tax).

The initial purchasers were represented by Christopher Cummings, Nancy Hoi Bertrand and Bob Nguyen of Shearman & Sterling LLP in Toronto.