Denver-based Intrawest Resorts Holdings Inc. (NYSE: SNOW), a leading North American mountain resort and adventure company, said it agreed to be acquired by a newly-formed entity controlled by Aspen Skiing Co. LLC and private equity firm KSL Capital Partners LLC, for $1.5 billion including debt.

Under the deal, Intrawest stockholders will receive $23.75 per share in cash, representing a 40% premium over $16.97 per share, Intrawest’s closing stock price on January 12, 2017, the trading day prior to news reports speculating that the company was exploring a potential sale.

The deal was approved by the board of directors of Intrawest and by stockholders representing a majority of the voting shares of Intrawest. The deal is expected to close by the end of the third quarter of 2017, subject to certain closing conditions including regulatory approvals.

While not a condition to the merger, Squaw Valley Ski Holdings, the parent company of Squaw Valley/Alpine Meadows resort and an affiliate of KSL, will also become part of the entity at closing, but continue to operate under its current management.

“This transaction creates significant opportunity for Intrawest and delivers tremendous value to our current shareholders,” said Thomas Marano, Intrawest’s chief executive officer.

“Intrawest is a collection of remarkable properties in exceptional locations. Each has its own unique story and its own unique sense of place,” said Eric Resnick, chief executive officer of KSL. “We are committed to honoring the deep traditions of each resort, while working with Intrawest’s talented management team and employees to continue to serve both their guests and local communities.”

“The enthusiasm that Intrawest’s employees exhibit for the guest experience and for being responsible members of their communities is apparent in all they do. We are excited to be part of the investment group that is going to work hard to help realize the collective potential of Intrawest’s portfolio of resorts,” said Mike Kaplan, chief executive officer of Aspen Skiing.

Intrawest, founded in 1976, is a North American mountain resort and adventure travel company. The company wholly owns and/or operates six four-season mountain resorts with approximately 8,000 skiable acres and over 1,100 acres of land available for real estate development.

Intrawest’s mountain resorts are geographically diversified across most of North America’s major ski regions, including the Eastern United States, the Rocky Mountains and Canada. The company also operates an adventure travel business, the cornerstone of which is Canadian Mountain Holidays, a leading heli-skiing adventure company in North America. The company also operates a comprehensive real estate business through which it manages condominium hotel properties and sells and markets residential real estate.

Aspen Skiing owns and operates the four mountains of Aspen Snowmass – Snowmass, Aspen Mountain, Aspen Highlands and Buttermilk – as well hospitality properties The Little Nell, Residences at The Little Nell, Limelight Aspen and Limelight Ketchum in Idaho. In addition, the company owns and operates numerous retail and rental locations through the resorts and the Roaring Fork Valley.

KSL is a private equity firm specializing in travel and leisure enterprises in five primary sectors: hospitality, recreation, clubs, real estate and travel services. The firm has offices in Denver, Colorado; Stamford, Connecticut; and London. Since 2005, KSL has raised approximately $7.5 billion in equity capital commitments.

Deutsche Bank Securities Inc., Moelis & Company LLC and Houlihan Lokey are serving as financial advisors to Intrawest. Goldman, Sachs & Co. is serving as financial advisor to Aspen and KSL and is acting as financial advisor to the new entity.

Hogan Lovells US LLP, Latham and Watkins LLP and Simpson Thacher Bartlett LLP are serving as legal counsel to Aspen and KSL. Skadden, Arps, Slate, Meagher & Flom LLP and Blake, Cassels & Graydon LLP are serving as legal counsel to Intrawest.

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