8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): November 24, 2015

Intrawest Resorts Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-36286	46-3681098
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1621 18th Street, Suite 300, Denver, Colorado 80202

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number, including area code: (303) 749-8200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On November 24, 2015, Intrawest Resorts Holdings, Inc. (the “Company”), through its wholly owned indirect subsidiaries, Intrawest U.S. Holdings, Inc. and Intrawest ULC, entered into a definitive agreement (the “Purchase Agreement”) to sell Intrawest Resort Club Group (“IRCG”), its vacation club business, to Diamond Resorts Corporation (the “Purchaser”) and Diamond Resorts International, Inc. (together with the Purchaser, “Diamond”) for a purchase price of approximately $85 million, subject to certain closing and post-closing adjustments (the “IRCG Transaction”).  IRCG is engaged in the business of developing, selling interests in, and managing (a) Club Intrawest, a points-based timeshare vacation club at certain locations in the United States, Canada and Mexico, (b) a fractional timeshare program with properties located in Zihuatanejo, Mexico, and (c) an internal exchange program for members of the vacation club operated through Extraordinary Escapes Corporation (the “Business”).

The purchase price will consist of cash consideration and the assumption of certain liabilities, including certain lease obligations and certain other continuing contract obligations.The Purchase Agreement contains customary representations, warranties, covenants and indemnities of the parties. Completion of the IRCG Transaction is subject to the satisfaction of customary closing conditions for transactions of this type, including certain third-party consents.

At the closing of the IRCG Transaction, Diamond will acquire substantially all of the assets used in operation of the Business, including, but not limited to, certain management contracts, accounts receivable, notes and other amounts receivable, certain real property, the resort points available for sale, and all of the equity interests in certain wholly-owned indirect subsidiaries of the Company. The Purchase Agreement contains customary termination rights of the parties and allows any party to terminate the Purchase Agreement if closing has not occurred by March 31, 2016.

Item 7.01. Regulation FD Disclosure.

On November 25, 2015, the Company issued a press release announcing the IRCG Transaction. An investor presentation in connection with IRCG Transaction will also be posted on the Company’s website.  Copies of the press release and the investor presentation are furnished with this report as Exhibit 99.1 and 99.2, respectively, and are incorporated by reference into this Item 7.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Intrawest Resorts Holdings, Inc. dated November 25, 2015.
99.2	Investor Presentation dated November 25, 2015.

The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished in accordance with the provisions of General Instruction B.2 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, that is being furnished under Item 7.01 shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Intrawest Resorts Holdings, Inc.
	By:	/s/ Travis Mayer
		Travis Mayer
		Executive Vice President, Chief Financial Officer and Treasurer
Date: November 25, 2015

Exhibit No.	Description
99.1	Press Release of Intrawest Resorts Holdings, Inc. dated November 25, 2015.
99.2	Investor Presentation dated November 25, 2015.

EX-99.1

Exhibit 99.1

Intrawest Commits to Sell Vacation Club Business for $85 Million

- Company Significantly Enhances Financial Capacity to Support Future Growth –

Denver, Colorado, November 25, 2015 - Intrawest Resorts Holdings, Inc. (NYSE: SNOW), a leading North American mountain resort and adventure company, today announced that it has entered into a definitive agreement to sell Intrawest Resort Club Group (“IRCG”), its vacation club business, to Diamond Resorts International, Inc. (NYSE: DRII) for $85 million, subject to certain closing adjustments.  The transaction is expected to be completed by the end of the first quarter of calendar year 2016 and is subject to certain closing conditions.

“We are excited to enter into this agreement and believe this transaction creates meaningful value for our shareholders as it better positions Intrawest for greater long-term growth,” stated Tom Marano, Chief Executive Officer of Intrawest Resorts.  “With the additional cash from this transaction, we are well positioned to continue driving organic growth at our mountain resort and adventure businesses while also actively pursuing strategic acquisitions and evaluating opportunities to unlock the value of our real estate holdings over time.”

“We are committed to working closely with Diamond to execute a seamless transaction and look forward to a long-term relationship with Diamond that we believe will benefit club members and our resorts alike,” continued Mr. Marano.  “We are confident that IRCG will thrive at Diamond, with its network of more than 350 worldwide vacation destinations and focus on delivering consistent quality and personalized service, and we believe members will benefit tremendously.”

IRCG develops, sells interests in, and manages a points-based timeshare vacation club called Club Intrawest.  The transaction includes the management contracts with Club Intrawest, the current balance of notes receivable, approximately four acres of undeveloped land, and the current balance of points available for sale. Club Intrawest consists of nine resorts, including locations at the Company’s Mont Tremblant in Quebec and Blue Mountain in Ontario.

Deutsche Bank Securities Inc. acted as financial advisor, and Dechert LLP acted as legal counsel to Intrawest Resorts.

About Intrawest Resorts Holdings, Inc.

Intrawest is a North American mountain resort and adventure company, delivering distinctive vacation and travel experiences to its customers for over three decades. The Company wholly owns six four-season mountain resorts with approximately 8,000 skiable acres and over 1,130 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. Additionally, the Company operates a comprehensive real estate business through which it manages, markets and sells vacation club properties; manages condominium hotel properties; and sells and markets residential real estate. Intrawest Resorts Holdings, Inc. common stock is traded on the New York Stock Exchange (NYSE: SNOW). For more information, visit www.intrawest.com.

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Forward-Looking Statements

This press release includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “intend”, “expect”, “estimate”, “plan”, “outlook” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including weakness in general economic conditions; lack of adequate snowfall and unfavorable weather conditions; adverse events that occur during our peak operating periods; our failure to achieve the expected benefits of our recent acquisition and other risks associated with our acquisition strategy; Steamboat Ski & Resort's dependence on subsidized direct air service; risks related to information technology; our potential failure to maintain the integrity of our customer or employee data; risks of foreign currency fluctuations which could reduce the U.S. dollar value of our Canadian earnings; adverse consequences of ongoing legacy litigation or future legal claims; our ability to monetize real estate assets; a partial or complete loss of Alpine Helicopters’ services; the effects of climate change on our business operations; our ability to maintain effective internal control over financial reporting; our substantial leverage, which could adversely affect our ability to raise additional capital to support our growth strategy; risks associated with Fortress’s ownership of a majority of our outstanding common stock and other risks described under the caption “Risk Factors” in Part I - Item 1A., “Risk Factors” in our Annual Report on Form 10-K for the period ended June 30, 2015, filed with the Securities and Exchange Commission (“SEC”) on September 9, 2015, as may be revised in our future SEC filings. We operate in a competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.  In light of these risks, uncertainties and assumptions, the future events and trends discussed in this release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Contact

Investor Relations

Intrawest Resorts Holdings, Inc.

(303) 749-8370

InvestorRelations@intrawest.com

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EX-99.2

Exhibit 99.2

 Intrawest Resort Club Group SaleInvestor PresentationNovember 25, 2015 

 Important Information  1  No representation is made that the information in these slides is complete. For additional financial, statistical and business related information, as well as information regarding business and segment trends, see prior filings with the Securities and Exchange Commission (“SEC”) available on the Company’s website (www.intrawest.com) and the SEC’s website (www.sec.gov).This document contains forward-looking statements. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Intrawest operates as well as the Company’s beliefs and assumptions regarding our operations and financial performance, all of which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, industry results or market trends to differ materially from those expressed or implied by such forward-looking statements. Therefore any statements contained herein that are not statements of historical fact may be forward-looking statements and should be evaluated as such. Without limiting the foregoing, words such as “Expects”, “Anticipates”, “Should”, “Intends”, “Plans”, “Believes”, “Seeks”, “Estimates”, “Projects”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict, including those described in Part I - Item 1A, ‘‘Risk Factors’’ in our Annual Report on Form 10-K for the period ended June 30, 2015 filed with the SEC on September 9, 2015, as may be revised in subsequent SEC filings. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The actual performance of Intrawest may differ from the budget, projections and returns set forth herein and may differ materially.Certain information contained herein has been obtained from published and non-published sources. Such information has not been independently verified by Intrawest. Except where otherwise indicated, the information provided herein is based on matters as they exist as of the date of preparation and not as of any future date, and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date hereof.This presentation includes certain non-GAAP financial measures, including Adjusted EBITDA (“Adj. EBITDA”). Non-GAAP financial measures such as Adj. EBITDA should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. Please refer to our Annual Report on Form 10-K for the period ended June 30, 2015 filed with the SEC on September 9, 2015 for a reconciliation of the non-GAAP financial measures included in this presentation to the most directly comparable financial measures prepared in accordance with GAAP. Our board of directors and management team focus on Adj. EBITDA as a key performance and compensation measure. Adj. EBITDA assists us in comparing our performance over various reporting periods because it removes from our operating results the impact of items that our management believes do not reflect our core operating performance. The compensation committee of our board of directors will determine the annual variable compensation for certain members of our management team, based in part, on Adj. EBITDA. Adj. EBITDA is not a substitute for net income (loss), income (loss) from continuing operations, cash flows from operating activities or any other measure prescribed by GAAP. Additionally, other companies in our industry may define Adj. EBITDA differently than we do. As a result, it may be difficult to use Adj. EBITDA to compare the performance of those companies to our performance. Adj. EBITDA should not be considered as a measure of the income generated by our business or discretionary cash available to us to invest in the growth of our business. Our management compensates for these limitations by reference to our GAAP results and using Adj. EBITDA as a supplemental measure. 

 Intrawest Resort Club Group (“IRCG”): develops, sells interests in, and manages a points-based timeshare vacation club called Club IntrawestClub Intrawest consists of 9 resorts with 22,000+ membershipsIncludes locations at the Company’s Mont Tremblant and Blue Mountain resortsThe Transaction: $85mm sale price1 IRCG contributed $7.9mm to Real Estate2 Adjusted EBITDA in Fiscal 2015Includes management contracts with Club Intrawest, current balance of notes receivable, ~four acres of undeveloped land3, and current balance of points available for saleExpected to be completed by the end of the first quarter of calendar year 20164  Intrawest Resort Club Group Transaction Overview      Subject to certain closing adjustments.The Real Estate segment includes IRCG, our vacation club business, hospitality management operations at Honua Kai Resort and Spa in Maui, Hawaii and Westin Monache Resort at Mammoth Lakes, CA, our 50% interest in Mammoth Hospitality Management L.L.C., and our 57% economic interest in Chateau M.T. Inc. at Tremblant., as well as Playground, our residential real estate sales and marketing business, and an allocated amount of corporate G&A.Land is located at existing Club Intrawest resorts at Blue Mountain, Sandestin, FL, and Palm Desert, CA. It is not part of Intrawest Resorts Holdings, Inc. real estate held for development. Subject to certain closing conditions. 

 Proceeds from Transaction Support Future Growth  Improves Focus on Core Mountain and Adventure Businesses  Additional Funding for Acquisitions and Real Estate Development    Potential for Additional Deleveraging