Intrawest Resorts Holdings, Inc.

election_required = True...der (as defined below) who: • properly tenders and does not properly withdraw all Shares owned by the Odd Lot Holder at or below the Purchase Price (tenders of less than all of the Shares owned by an Odd Lot Holder will not qualify for this preference); and • completes the section entitled “Odd Lots” in the Letter of Transmittal or, in the case of a book-entry transfer, an Agent’s Message, and, if applicable, in the Notice of Guaranteed Delivery (or, in the case of a beneficial owner, arranges with the owner’s broker, dealer, commercial bank, trust company or other nominee for such completion or Agent’s Message); and • Second, subject to the conditional tender p...

expiry = 2016-02-10...Price of up to $50,000,000 in Cash of Shares of its Common Stock at a Purchase Price Not Greater Than $10.00 per Share Nor Less Than $9.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 10, 2016, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Company,” “Intrawest,” “we” or “us”), is offering to purchase for cash up...

listed = True...d conditions, including the condition that the Company’s previously announced sale of Intrawest Resort Club Group, its vacation club business, to Diamond Resorts Corporation and Diamond Resorts International, Inc. has been completed. See Section 7. The Shares are listed on the New York Stock Exchange (the “NYSE”) and trade under the symbol “SNOW.” On January 11, 2016, the last full trading day prior to the announcement of the Offer, the reported closing price of the Shares on the NYSE was $7.03 per Share. You are urged to obtain current market quotations for the Shares before deciding whether, and at what price or prices, to tender y...

listed = True...ays, a leading heli-skiing adventure company in North America. Additionally, the Company operates a comprehensive real estate business through which it manages condominium hotel properties; and sells and markets residential real estate. Intrawest common stock is traded on the New York Stock Exchange (NYSE: SNOW). For more information, visit www.intrawest.com. 1 Forward-Looking Statements This press release includes “forward-looking statements” within the meaning of the “safe harbor”. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “intend”, “expect”, “estimate”, “plan”, “outlook” and...

listed = True...ays, a leading heli-skiing adventure company in North America. Additionally, the Company operates a comprehensive real estate business through which it manages condominium hotel properties; and sells and markets residential real estate. Intrawest common stock is traded on the New York Stock Exchange (NYSE: SNOW). For more information, visit www.intrawest.com. 1 Forward-Looking Statements This press release includes “forward-looking statements” within the meaning of the “safe harbor”. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “intend”, “expect”, “estimate”, “plan”, “outlook” and...

mechanism = DUTCH...le 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to facilitate purchases of Shares. See Section 2. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting the Offer by means of a modified “Dutch auction” to purchase for cash up to $50,000,000 of Shares, pursuant to (i) Auction Tenders at prices specified by the tendering stockholders of not greater than $10.00 per Share nor less than $9.00 per Share, or (ii) Purchase Price Tenders, in either case, net to the seller in cash, less any applicable withholding taxes and without interest, upo...

mechanism = DUTCHEX-99.(A)(5)(C) 2 s00193x1_exa5c.htm EXHIBIT (A)(5)(C) Exhibit (a)(5)(C) FOR IMMEDIATE RELEASE Intrawest Announces Expiration And Preliminary Results Of Modified “Dutch Auction” Self-Tender Offer NEW YORK — February 11, 2016 — Intrawest Resorts Holdings, Inc. (“Intrawest” or the “Company”) (NYSE: SNOW) announced today the expiration and preliminary results of its modified “Dutch auction” self-tender offer to purchase for cash up to $50,000,000 of shares of its common stock. The self-tender offer expired at 5:00...

mechanism = DUTCHEX-99.(A)(5)(D) 2 s001203x1_exa5d.htm EXHIBIT (A)(5)(D) Exhibit (a)(5)(D) FOR IMMEDIATE RELEASE Intrawest Announces Final Results Of Modified “Dutch Auction” Self-Tender Offer Company Purchases 5,555,555 Shares At $9.00 Per Share DENVER — February 17, 2016 — Intrawest Resorts Holdings, Inc. (“Intrawest” or the “Company”) (NYSE: SNOW) announced today the final results of its modified “Dutch auction” self-tender offer, which expired at 5:00 p.m., New York City time, on February 10, 2016. In ac...

must_tender_all = True...y a particular stockholder as a single lot, and will limit our purchase in each case to the designated minimum number of Shares to be purchased. To be eligible for purchase by random lot, stockholders whose Shares are conditionally tendered must have properly tendered all of their Shares at or below the Purchase Price. 7. Conditions of the Offer. Notwithstanding any other provision of the Offer, we will not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of or the payment for Shares tendered, su...

price = USD 10.0...this Offer to Purchase and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”). At the maximum purchase price of $10.00 per Share, subject to any increase we may later make (subject to applicable law), we could purchase up to 5,000,000 Shares if the Offer is fully subscribed, which would represent approximately 11.06% of our issued and outstanding...

price = USD 9.0...k, including 3,016,239 shares that were tendered through notice of guaranteed delivery, were properly tendered and not properly withdrawn at a price at or below the expected final purchase price of $9.00 per share. In accordance with the terms of the self-tender offer, and based on these preliminary results, Intrawest expects to purchase 5,555,555 shares of its common stock at a purchase price of $9.00 per share on a pro rata bas...

price = USD 9.0...inal count by American Stock Transfer & Trust Company, LLC, the depositary for the self-tender offer, Intrawest has accepted for purchase 5,555,555 shares of its common stock at a purchase price of $9.00 per share on a pro rata basis, except for tenders of odd lots, which were accepted in full, for a total cost of approximately $50,000,000, excluding fees and expenses relating to the self-tender offer. As such, the Company has de...

priority = True...r Share (the minimum purchase price under the Offer) and stockholders properly tendering Shares pursuant to Purchase Price Tenders can reasonably expect to have Shares purchased at the Purchase Price if any Shares are purchased under the Offer (subject to the provisions relating to “odd lot” priority, proration and conditional tender). However, your election or the election of other stockholders to tender Shares pursuant to Auction Tenders at the minimum purchase price under the Offer or Purchase Price Tenders could result in the Purchase Price being lower than would otherwise be the case and could result in your Shares being purchas...

threshold = 100...e do so, the preceding provisions will apply to the greater total number of Shares. Odd Lots. The term “Odd Lots” means all Shares properly tendered prior to the Expiration Date at prices at or below the Purchase Price and not properly withdrawn by any person who owned a total of fewer than 100 Shares and so certified (or, in the case of a beneficial owner, arranges with the owner’s broker, dealer, commercial bank, trust company or other nominee to so certify) in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 s001153x1_exa1a.htm EXHIBIT (A)(1)(A) TABLE OF CONTENTS Exhibit (a)(1)(A) Intrawest Resorts Holdings, Inc. Offer to Purchase for an Aggregate Purchase Price of up to $50,000,000 in Cash of Shares of its Common Stock at a Purchase Price Not Greater Than $10.00 per Share Nor Less Than $9.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 10, 2016, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUC...

txn_type = TENDER_OFFER...esults Of Modified “Dutch Auction” Self-Tender Offer NEW YORK — February 11, 2016 — Intrawest Resorts Holdings, Inc. (“Intrawest” or the “Company”) (NYSE: SNOW) announced today the expiration and preliminary results of its modified “Dutch auction” self-tender offer to purchase for cash up to $50,000,000 of shares of its common stock. The self-tender offer expired at 5:00 p.m., New York City time, on February 10, 2016. Based on the preliminary count by American Stock Transfer & Trust Company, LLC, the depositary for the self-tender offer, 11,880,798 shares of Intrawest’s common stock, including 3,016,239 shares...

txn_type = TENDER_OFFEREX-99.(A)(5)(D) 2 s001203x1_exa5d.htm EXHIBIT (A)(5)(D) Exhibit (a)(5)(D) FOR IMMEDIATE RELEASE Intrawest Announces Final Results Of Modified “Dutch Auction” Self-Tender Offer Company Purchases 5,555,555 Shares At $9.00 Per Share DENVER — February 17, 2016 — Intrawest Resorts Holdings, Inc. (“Intrawest” or the “Company”) (NYSE: SNOW) announced today the final results of its modified “Dutch auction” self-tender offer, which expired at 5:00 p.m., New York City time, on February 10, 2016. In accordance with the t...