Transaction Valuation(1)
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Amount of Filing Fee(2)
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$50,000,000
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$5,035
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(1)
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Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase for not more than $50,000,000 in aggregate of up to 5,555,555 shares of common stock of Intrawest Resorts Holdings, Inc. at the minimum tender offer price of $9.00 per share in cash.
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(2)
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The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $100.70 per million dollars of the value of the transaction.
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☑
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$5,035
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Form or Registration No.:
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Schedule TO
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Filing Party:
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Intrawest Resorts Holdings, Inc.
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Date Filed:
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January 12, 2016
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☐ |
Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.
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☐
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third-party tender offer subject to Rule 14d-1.
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☒
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issuer tender offer subject to Rule 13e-4.
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☐
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going-private transaction subject to Rule 13e-3.
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☐
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amendment to Schedule 13D under Rule 13d-2.
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Exhibit No.
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Description
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(a)(5)(C)
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Press release announcing preliminary results of the Offer, dated February 11, 2016.
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INTRAWEST RESORTS HOLDINGS, INC.
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By:
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/s/ Karen Sanford
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Name:
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Karen Sanford
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Title:
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Senior Vice President, Chief General Counsel and Corporate Secretary
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Exhibit No.
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Description
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(a)(1)(A)
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Offer to Purchase, dated January 12, 2016.*
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(a)(1)(B)
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Letter of Transmittal.*
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(a)(1)(C)
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Notice of Guaranteed Delivery.*
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated January 12, 2016.*
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(a)(1)(E)
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Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated January 12, 2016.*
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(a)(1)(F)
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Summary Advertisement, dated January 12, 2016.*
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(a)(2)
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None.
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(a)(3)
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Not applicable.
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(a)(4)
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Not applicable.
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(a)(5)(A)
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Press release dated January 12, 2016, announcing the commencement of the Offer.*
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(a)(5)(B)
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E-mail to Intrawest employees in connection with the Offer, sent January 12, 2016.*
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(a)(5)(C)
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Press release announcing preliminary results of the Offer, dated February 11, 2016.
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(b)
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None.
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(d)(1)
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Stockholders' Agreement, dated January 30, 2014, by and between Intrawest and Intrawest Europe Holdings S.A.R.L. and Intrawest S.A.R.L. (incorporated by reference to Exhibit 10.1 to our quarterly report on Form 10-Q, filed with the SEC on May 13, 2014).
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(d)(2)
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Form of Indemnification Agreement (incorporated by reference to Exhibit 10.16 to Amendment No. 2 to our Registration Statement on Form S-1, filed with the SEC on January 10, 2014).
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(d)(3)
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Form of Restricted Stock Unit Agreement (CEO) (incorporated by reference to Exhibit 10.17 to Amendment No. 3 to our Registration Statement on Form S-1, filed with the SEC on January 21, 2014).
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(d)(4)
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Shareholders’ Agreement, dated January 28, 1999, among Blue Mountain Resorts Holdings Inc., Intrawest Corporation and Blue Mountain Resorts Limited (incorporated by reference to Exhibit 10.19 to Amendment No. 2 to our Registration Statement on Form S-1, filed with the SEC on January 10, 2014).
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(d)(5)
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Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to our registration statement on Form S-8, filed with the SEC on January 30, 2014).
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(d)(6)
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Separation Agreement, dated October 1, 2013, between Intrawest U.S. Holdings Inc. and Dallas E. Lucas (incorporated by reference to Exhibit 10.21 to Amendment No. 1 to our Registration Statement on Form S-1, filed with the SEC on December 16, 2013).
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(d)(7)
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Amended and Restated Employment Agreement, dated January 20, 2014, by and between Intrawest and William A. Jensen (incorporated by reference to Exhibit 10.29 to Amendment No. 3 to our Registration Statement on Form S-1, filed with the SEC on January 21, 2014).
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(d)(8)
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Form of Restricted Stock Unit Agreement (Other Executive Officers) (incorporated by reference to Exhibit 10.32 to Amendment No. 3 to our Registration Statement on Form S-1, filed with the SEC on January 21, 2014).
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(d)(9)
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Form of Restricted Stock Agreement (Directors) (incorporated by reference to Exhibit 10.33 to Amendment No. 3 to our Registration Statement on Form S-1, filed with the SEC on January 21, 2014).
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(d)(10)
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Employment Agreement, dated May 13, 2014 by and between Intrawest and Travis Mayer (incorporated by reference to Exhibit 10.2 to our quarterly report on Form 10-Q, filed with the SEC on November 10, 2014).
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(d)(11)
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First Amendment to Amended and Restated Employment Agreement, dated September 11, 2014 by and between Intrawest and William A. Jensen (incorporated by reference to Exhibit 10.3 to our quarterly report on Form 10-Q, filed with the SEC on November 10, 2014).
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(d)(12)
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Amended and Restated Employment Agreement, dated September 11, 2014 by and between Intrawest and Gary W. Ferrera (incorporated by reference to Exhibit 10.4 to our quarterly report on Form 10-Q, filed with the SEC on November 10, 2014).
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(d)(13)
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Amended and Restated Employment Agreement, dated September 11, 2014 by and between Intrawest and Joshua B. Goldstein (incorporated by reference to Exhibit 10.5 to our quarterly report on Form 10-Q, filed with the SEC on November 10, 2014).
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(d)(14)
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First Amendment to Employment Agreement, dated September 11, 2014 by and between Intrawest and Travis Mayer (incorporated by reference to Exhibit 10.6 to our quarterly report on Form 10-Q, filed with the SEC on November 10, 2014).
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(d)(15)
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Separation Agreement and General Release, dated November 20, 2014 by and between Intrawest and William A. Jensen (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on November 21, 2014).
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(d)(16)
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First Amendment to Employment Agreement, dated January 12, 2015 by and between Intrawest and Travis Mayer (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on January 13, 2015).
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(d)(17)
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Amended and Restated Employment Agreement, dated January 1, 2015 by and between Intrawest and Thomas F. Marano (incorporated by reference to Exhibit 10.4 to our quarterly report on Form 10-Q, filed with the SEC on May 7, 2015).
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(d)(18)
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Amended and Restated Employment Agreement, dated January 1, 2015 by and between Intrawest and Sky Foulkes (incorporated by reference to Exhibit 10.5 to our quarterly report on Form 10-Q, filed with the SEC on May 7, 2015).
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(d)(19)
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Separation Agreement and General Release, dated March 13, 2015 by and between Intrawest and Joshua B. Goldstein (incorporated by reference to Exhibit 10.6 to our quarterly report on Form 10-Q, filed with the SEC on May 7, 2015).
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(d)(20)
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Senior Leadership Team Members Flexible Time Off Policy (incorporated by reference to Exhibit 10.7 to our quarterly report on Form 10-Q, filed with the SEC on May 7, 2015).
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(d)(21)
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Employment Agreement, dated June 29, 2015 by and between Intrawest and Karen Sanford (incorporated by reference to Exhibit 10.51 to our annual report on Form 10-K, filed with the SEC on September 9, 2015).
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(g)
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None.
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(h)
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None.
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