Intrawest Acquired by Fortress in US$2.8B Plan of Arrangement

On October 26, 2006, Intrawest Corporation was acquired, indirectly, by funds managed by affiliates of Fortress Investment Group LLC. In February 2006 Intrawest announced that it was undertaking a review of options for enhancing shareholder value. The auction process that ensued culminated in the announcement, on August 11, 2006, that Intrawest and Fortress had entered into an agreement under which Fortress would acquire all of Intrawest's outstanding common shares for US$35 per share, in cash. The total value of the transaction, including Intrawest's existing debt, was approximately US$2.8 billion. The acquisition was carried out by way of a plan of arrangement under the Canada Business Corporations Act. Intrawest's security holders approved the transaction on October 17, 2006, and the British Columbia Supreme Court approved the plan of arrangement on October 24, 2006.

In connection with the acquisition, Fortress made tender offers for C$125 million of Intrawest's 6.875 per cent senior notes due 2009, and US$575 million of Intrawest's 7.50 per cent senior notes due 2013. The tender offers were successfully completed immediately prior to the completion of the acquisition, with more than 99.9 per cent of all of the outstanding senior notes being tendered to the offers.

Intrawest was represented by Sally Dennis, Intrawest's general counsel, and a team from McCarthy Tétrault LLP led by Rosemarie Wertschek, QC. The McCarthy team included René Sorell, Brian Vick, Michael Urbani, Alasdair Federico and Nazma Lee (securities), Gabrielle Richards, Jerald Wortsman and Donna Cooke (banking), Trevor Bell, Owen Johnson, Tim Kwan and David Ford (corporate), Lorne Salzman and Oliver Borgers (competition), John Doolan, Scot Diamond, Peter Quinn, Craig Shirreff and Greg Fabbro (real estate), and Warren Milman (court approvals). Intrawest was also represented in the United States by Fried, Frank, Harris, Shriver & Jacobson LLP, with a team comprised of corporate partners Warren de Wied and Stuart Gelfond, tax partner Lisa Levy and corporate associate Robert Polsky. Stephen Feldman of Morrison & Foerster LLP (US tax), and Steven Cohen of Jacobs Chase Frick Kleinkopf & Kelley LLC (US real estate). Mitchell Gropper, Q.C. of Farris, Vaughan, Wills & Murphy LLP advised the special committee of Intrawest's board of directors.

Fortress's legal team was led by David Brooks, Fortress's deputy general counsel, with assistance from Goodmans LLP. The Goodmans team was comprised of Stephen Halperin, Robert Vaux, Meredith Roth, Mark Spiro, Brenda Gosselin and Kevin Wilson (securities), Tom Macdonald and Jeff Shore (real estate), Mitch Sherman, Jon Northup, Stacey Long and Jarrett Freeman (tax), Richard Annan and Joel Schachter (regulatory), Tom Friedland (court approvals) Jana Steele (pensions) and Joe Morrison (employment). Fortress was represented in the United States by Skadden, Arps, Slate, Meagher & Flom LLP, with a team comprised of Joseph Coco, Kevin Krieger, Jeff Fox, Peter Olasky and Jonas Blank (M&A), David Polster and David Levy (tax), Gail Kendall (employee benefits), Bruce Goldner and Seth Sheldon (intellectual property) and Jennifer Bensch and Michael Schwartz (corporate finance).


Brenda Gosselin Lorne P. Salzman Rosemarie Wertschek G. Scot Diamond Richard Annan René R. Sorell John A. Doolan Brian E. Vick Craig Shirreff Catherine Youdan Jarrett Freeman Joel S. Schachter Thomas A. Friedland Michael G. Urbani Kevin Wilson Stephen H. Halperin Trevor W. Bell Mark Spiro Peter D. Quinn Donna J. Cooke Oliver J. Borgers Thomas M. F. Macdonald Nazma Lee Greg A. Fabbro Jerald M. Wortsman Warren B. Milman David Ford Jon Northup Jeffrey Shore Timothy S. T. Kwan Robert Vaux Jana Rae Steele Alasdair J. Federico Mitchell J. Sherman Joseph K. Morrison


McCarthy Tétrault LLP Fried, Frank, Harris, Shriver & Jacobson LLP Morrison & Foerster LLP Jacobs Chase Frick Kleinkopf & Kelley FARRIS Goodmans LLP Skadden, Arps, Slate, Meagher & Flom LLP