S-1/A

As filed with the Securities and Exchange Commission on January 21, 2014

Registration No. 333-192252

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Intrawest Resorts Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	7990	46-3681098
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification No.)	(I.R.S. Employer Identification No.)

1621 18th Street, Suite 300
Denver, Colorado 80202
(303) 749-8200
(Address, Including Zip Code, of Registrant’s Principal Executive Offices)

Joshua B. Goldstein, Esq.
Chief General Counsel
Intrawest Resorts Holdings, Inc.
1621 18th Street, Suite 300
Denver, Colorado 80202
(303) 749-8200
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Gregory A. Fernicola, Esq.
Joseph A. Coco, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
(212) 735-2000 (facsimile)

Richard D. Truesdell, Jr., Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
(212) 701-5800 (facsimile)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 under the Exchange Act. (check one)

Large accelerated filer o Accelerated filer o Non-accelerated filer ☒
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount to be Registered(1)		Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee(3)
Common Stock, $0.01 par value		17,968,750	$	17.00	$	305,468,750	$	39,345

(1) Includes 2,343,750 shares which may be sold pursuant to the underwriters’ option to purchase additional shares.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.

(3) Of this amount, $12,880 has been previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE AN AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholder may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 21, 2014

PRELIMINARY PROSPECTUS

15,625,000 Shares

 

Intrawest Resorts Holdings, Inc.
 
Common Stock

$    per share

This is an initial public offering of common stock of Intrawest Resorts Holdings, Inc. We are offering 3,125,000 shares of our common stock and the selling stockholder, an entity controlled by certain private equity funds managed by an affiliate of Fortress Investment Group LLC, is offering an additional 12,500,000 shares of our common stock. We will not receive any proceeds from the sale of our common stock by the selling stockholder. After this offering, the selling stockholder and its affiliates will beneficially own approximately 65.3% of our common stock.

We expect the public offering price to be between $15.00 and $17.00 per share. Currently, no public market exists for the shares. We have applied to list our shares of common stock on the New York Stock Exchange (“NYSE”) under the symbol “SNOW.”

We are an “emerging growth company” under applicable U.S. securities laws and are eligible for certain reduced public company reporting requirements.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 20 to read about certain factors you should consider before buying our common stock.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Per share	Total
Public offering price	$	$
Underwriting discount(1)	$	$
Proceeds to us before expenses	$	$
Proceeds to the selling stockholder before expenses	$	$

(1) We have agreed to reimburse the underwriters for certain FINRA-related expenses. See “Underwriting.”

The selling stockholder has granted the underwriters the right to purchase up to 2,343,750 additional shares of common stock at the public offering price, less the underwriting discount.

The underwriters expect to deliver the shares of common stock against payment on or about February  , 2014.

Goldman, Sachs & Co.	Credit Suisse	Deutsche Bank Securities	BofA Merrill Lynch
JMP Securities	KeyBanc Capital Markets		Stephens Inc.

The date of this prospectus is           , 2014.

 

 

 

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	20
Forward-Looking Statements	36
Use of Proceeds	38
Capitalization	39
Dilution	40
Dividend Policy	42
Selected Historical Consolidated Financial and Operating Information	43
Unaudited Pro Forma Condensed Consolidated Financial Information	46
Management’s Discussion and Analysis of Financial Condition and Results of Operations	53
Industry	77
Our Business	81
Management	100
Principal and Selling Stockholders	114
Certain Relationships and Related Party Transactions	115
Description of Certain Indebtedness	119
Description of Capital Stock	121
Shares Eligible for Future Sale	126
United States Federal Income Tax Consequences to Non-U.S. Holders	128
Underwriting	130
Legal Matters	137
Experts	137
Market and Industry Data and Forecasts	137
Where You Can Find More Information	137
Index to Consolidated Financial Statements	F-1

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us or on our behalf that we have referred you to. We, the selling stockholder and the underwriters have not authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We and the selling stockholder are not making an offer of these securities in any state, country or other jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any free writing prospectus is accurate as of any date other than the date of the applicable document regardless of its time of delivery or the time of any sales of our common stock. Our business, financial condition, results of operations or cash flows may have changed since the date of the applicable document.

We have proprietary rights to our trademarks and tradenames used in this prospectus, many of which are registered under applicable intellectual property laws. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and tradenames. We do not intend our use or display of other companies’ tradenames, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other company. Each trademark, tradename or service mark of any other company appearing in this prospectus is the property of its respective holder.

Until     , 2014 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to each dealer’s obligation to deliver a prospectus when acting as underwriter and with respect to its unsold allotments or subscriptions.

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Prospectus Summary

This summary highlights information contained elsewhere in this prospectus. It may not contain all the information that may be important to you. You should read this entire prospectus carefully, including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Unaudited Pro Forma Condensed Consolidated Financial Information” and the financial statements and related notes included elsewhere in this prospectus, before making a decision to purchase our common stock. Some information in this prospectus contains forward-looking statements. See “Forward-Looking Statements.”

Intrawest Resorts Holdings, Inc. (“New Intrawest”) is a newly formed Delaware corporation that had not, prior to the Restructuring (as defined below), conducted any activities other than those incident to its formation and the preparation of the registration statement of which this prospectus forms a part. Unless the context suggests otherwise, references in this prospectus to “Intrawest,” the “Company,” “we,” “us” and “our” refer to Intrawest Cayman L.P. (“Cayman L.P.”) and its consolidated subsidiaries prior to the consummation of the Restructuring, and to New Intrawest and its consolidated subsidiaries after the consummation of the Restructuring. All amounts in this prospectus are expressed in U.S. dollars, except where noted. Our fiscal year ends on June 30 and references in this prospectus to a “fiscal” year refer to the year ended June 30 of the corresponding year. References in this prospectus to “Fortress” refer to the private equity funds managed by an affiliate of Fortress Investment Group LLC that currently control the Initial Stockholders (as defined on page 8 of this prospectus).

Overview

We are a North American mountain resort and adventure company, delivering distinctive vacation and travel experiences to our customers for over three decades. We own interests in seven four-season mountain resorts with more than 11,000 skiable acres and more than 1,150 acres of land available for real estate development. Our mountain resorts are geographically diversified across North America’s major ski regions, including the Eastern United States, the Rocky Mountains, the Pacific Southwest and Canada, which we believe helps reduce our financial exposure to any single geographic area as weather patterns and economic conditions vary across these regions. Our mountain resorts are located within an average of approximately 160 miles of major metropolitan markets with high concentrations of affluent skiers and major airports, including New York City, Boston, Washington D.C., Pittsburgh, Denver, Los Angeles, Montreal and Toronto. During fiscal 2013, our portfolio of resorts received more than six million visitors from all 50 states and more than 100 countries. We also operate an adventure travel business, the cornerstone of which is Canadian Mountain Holidays (“CMH”), the leading heli-skiing adventure company in North America. CMH provides helicopter accessed skiing, mountaineering and hiking to more skiable terrain than all lift accessed mountain resorts in North America combined. Additionally, we operate a comprehensive real estate business through which we manage, market and sell vacation club properties; manage condominium hotel properties; and sell and market residential real estate.

We operate within the leisure industry, with a business that benefits from improvements in the economy and associated increases in consumer discretionary spending. Numerous economic trends support the notion that the health of the general economy is continuing to improve. As the economy continues to improve, we believe that consumers will have more disposable income and a greater inclination to engage in and spend on leisure activities. We also expect recreational adventure and experiential travel to continue to gain in popularity as individuals, including the important “baby boomer” generation, live longer, healthier lives. We intend to capitalize on these favorable trends within the leisure industry to drive growth within our business by increasing visitation at our resorts and at CMH, increasing product pricing and growing the scale of our businesses through targeted growth capital investments and acquisitions. We evaluate acquisition opportunities both domestically and internationally where the opportunity would provide a strategic fit within our existing portfolio of businesses. No material acquisitions are probable at this time.

We generated revenues of $524.4 million and $80.6 million in fiscal 2013 and the three months ended September 30, 2013, respectively. In December 2013 we consummated a series of transactions, through which we reduced our total long-term debt on a pro forma basis to $584.5 million from $2.0 billion as of September 30, 2013. After giving pro forma effect to these transactions, our net income (loss) in fiscal 2013 and for three months ended September 30, 2013 was $5.4 million and $(48.9) million, respectively, as compared to $(296.7) million and $(121.6) million on an actual basis without giving pro forma effect to these transactions. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”

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Our Business

We manage our business through three reportable segments:

• Mountain ($339.0 million, or 65.5%, of fiscal 2013 reportable segment revenue): Our Mountain segment includes our mountain resort and lodging operations at Steamboat Ski & Resort, Winter Park Resort, Mont Tremblant Resort, Stratton Mountain Resort and Snowshoe Mountain Resort. We also hold a 50% interest in Blue Mountain Ski Resort within our Mountain segment.

• Adventure ($113.6 million, or 22.0%, of fiscal 2013 reportable segment revenue): The cornerstone of our Adventure segment is CMH. Within our Adventure segment, we also own and operate aviation businesses that support CMH and provide services to third parties.

• Real Estate ($64.7 million, or 12.5%, of fiscal 2013 reportable segment revenue): Our Real Estate segment includes our real estate development activities, as well as our real estate management, marketing and sales businesses, including Intrawest Resort Club Group (“IRCG”), Intrawest Hospitality Management (“IHM”) and Playground. We currently own core entitled land surrounding the base of our resorts totaling more than 1,150 acres, much of which is located adjacent or proximate to the ski trails at our resorts, including ski-in and ski-out parcels. As of December 31, 2013, this land had an appraised value of $153.4 million.

Our mountain resorts offer a breadth of activities for individuals of all ages that combine outdoor adventure and fitness with a wide variety of resort-based services and amenities, including retail, equipment rental, dining, lodging, ski school, spa services, golf, mountain biking and other summer activities. We own or manage many of these services and amenities, which allows us to capture a larger proportion of customer spending as well as ensure product and service quality at our resorts. The following table summarizes key statistics relating to each of our resorts as of September 30, 2013.

Resort	Location	Year Opened		Average Snowfall(1)		Maximum Vertical Drop		Skiable Terrain		Snowmaking Coverage		# of Trails		# of Lifts		Lodging Units Under Mgmt.		Food & Beverage Outlets Operated		Retail & Rental Outlets Operated
				(inches)		(feet)		(acres)		(acres)
Steamboat	Colorado		1963		363		3,668		2,965		375		165		18		317		18		16
Winter Park	Colorado		1939		322		3,060		3,081		313		143		25		348		14		11
Tremblant	Quebec		1939		163		2,116		654		465		95		14		896		11		20
Stratton	Vermont		1961		151		2,003		624		474		94		11		415		11		10
Snowshoe	West Virginia		1974		166		1,500		251		251		57		14		1,149		16		13
Blue Mountain (50%)	Ontario		1941		78		720		281		236		36		14		1,027		9		9
Mammoth Mountain (15%)	California		1955		418		3,100		3,500		700		164		28		608		22		18

(1) Based on the eight-year historical average of snowfall during the 2005/2006 ski season through the 2012/2013 ski season. Blue Mountain data is based on the seven-year historical average of snowfall during the 2006/2007 ski season through the 2012/2013 ski season (comparable data is not available for the 2005/2006 ski season).

 Steamboat Ski & Resort (operating since 1963) is located in the Colorado Rocky Mountains, 157 miles northwest of Denver, with access via direct flights from New York, Los Angeles, Chicago, Houston, Atlanta, Minneapolis, Seattle, Dallas and Denver. The town of Steamboat Springs, Colorado, where Steamboat is located, has a strong heritage of winter sports, as evidenced by the 79 winter Olympians that have trained in the town. With the potential to add an additional 403 acres of skiable terrain, the resort features a combination of high-end customer services (such as a full service spa and fine dining restaurants), an 1880’s western atmosphere and some of the most consistent snowfall in the Rocky Mountain region. The resort receives an average of approximately 363 inches of light, dry powder snow each ski season, which we refer to in our marketing materials as Champagne Powder^® snow. Average snowfall at Steamboat is 25% more than the historical Rocky Mountain regional resort average of 290 inches. For the 2013/2014 ski season, Steamboat has added night skiing and has opened a new on-mountain lodge with a seating capacity of over 250 in the main dining area.

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 Winter Park Resort (operating since 1939) is located in the Colorado Rocky Mountains, 67 miles west of Denver, and is one of the closest resorts to the Denver metropolitan area’s nearly three million residents. The resort, which is comprised of Winter Park Mountain, Mary Jane Mountain, Vasquez Cirque and Vasquez Ridge, is the longest operating mountain resort in Colorado and has long been referred to in our marketing materials as Colorado’s Favorite^®. The resort receives an average snowfall during the ski season of approximately 322 inches and features six terrain parks and “world-class” mogul skiing, as described by Powder Magazine. Winter Park has the option to add an additional 837 acres, which would expand our skiable terrain by approximately 27%. Each summer, Winter Park transforms into a mountain biking destination, with one of the largest bike parks in the United States. Winter Park has recently expanded its mountain biking terrain and has added tubing to its slate of winter activities.

 Mont Tremblant Resort (operating since 1939) is located in Quebec, within a two hour drive from the Montreal metropolitan area’s nearly four million residents and the Ottawa metropolitan area’s nearly 1.2 million residents. The resort is consistently ranked as one of the top ski resorts in Eastern North America by Ski Magazine. With 2,116 feet of vertical drop and snowmaking on 77% of trails, Tremblant offers customers the opportunity to ski down one of the biggest vertical drops in eastern Canada. In the summer, customers can play golf on two 18-hole golf courses, mountain bike, enjoy the pedestrian village and attractions or take in Tremblant’s free outdoor concerts.

 Stratton Mountain Resort (operating since 1961) is located in Southern Vermont, approximately 220 miles north of New York City and approximately 150 miles northwest of Boston, whose metropolitan areas have a combined population of more than 23 million residents. Situated on one of the tallest peaks in New England, Stratton is widely considered the birthplace of snowboarding. Stratton features a vertical drop of 2,003 feet and snowmaking on 93% of trails. Stratton’s summer amenities feature 27 holes of golf, a 22-acre golf school and a sports and tennis complex. Winter and summer customers are also able to enjoy Stratton’s pedestrian village. Recent capital improvements at Stratton include a remodeled hotel and additional food and beverage outlets.

 Snowshoe Mountain Resort (operating since 1974) is located in West Virginia and is one of the largest ski resorts in the Southeast region of the United States. Snowshoe primarily draws customers from the Baltimore-Washington D.C. and Pittsburgh metropolitan area’s combined 11.7 million residents, as well as the Southeastern United States. The 251 acre resort has the biggest vertical drop in the region (1,500 feet) and receives an average snowfall during the ski season of approximately 166 inches while also enjoying 100% snowmaking coverage. The resort’s mountaintop village offers a variety of nightlife, dining and retail options. Snowshoe was named #1 Overall Ski Resort and #1 for Nightlife in the Mid-Atlantic by OnTheSnow.com, a popular skiing website, in 2012. Recent capital improvements at Snowshoe include upgraded snowmaking capabilities as well as a spa and a zipline located in the village. We have 640 additional acres of land available at Snowshoe for terrain expansion.

 Blue Mountain Ski Resort (operating since 1941), of which we own a 50% equity interest, is located in Ontario, approximately 90 miles northwest of Toronto’s approximately 5.6 million residents. With 281 skiable acres and snowmaking on 93% of trails, Blue Mountain is both the largest and most popular resort in Ontario. Blue Mountain also operates a year round conference center and offers a suite of

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summer amenities, including an 18-hole golf course, an open-air gondola, a mountain biking facility and a waterfront park. Recent capital improvements include a conference center, a mountain roller coaster and terrain expansion, including six new trails with snowmaking coverage.

We are party to a shareholders’ agreement with Blue Mountain Resorts Holdings Inc. (“Blue Mountain Holdings”), the owner of the other 50% interest in Blue Mountain Resorts Limited, the entity that owns Blue Mountain. The agreement provides for a call option in our favor on the equity interest held by Blue Mountain Holdings at 110% of fair market value and a put option in favor of Blue Mountain Holdings which would require us to purchase up to all of the equity interests held by Blue Mountain Holdings at 90% of fair market value. See “Our Business—Business Operations—Mountain.”
 

  Mammoth Mountain (operating since 1955), of which we own a 15% equity interest, is located south of Yosemite National Park in California and primarily draws customers from Southern California’s approximately 22.0 million residents. With the highest summit of any California resort, an average snowfall during the ski season of approximately 418 inches and 3,500 skiable acres, Mammoth Mountain is the fourth most popular mountain resort in North America and has one of the longest ski seasons in North America. We also own a 50% equity interest in Mammoth Hospitality Management, LLC, which runs the hospitality and lodging operations at Mammoth. Our other business interests at Mammoth include managing the commercial village as well as the Westin Monache Resort at Mammoth Lakes, California.

We also operate an adventure travel business, the cornerstone of which is CMH. Through our CMH operations, we have developed expertise in marketing adventure travel to the affluent as well as expertise in coordinating complex adventure travel experiences and hospitality. We believe that we will be able to leverage our core expertise to grow our adventure travel offerings both within heli-skiing and in other adventure travel areas.
 

 Canadian Mountain Holidays is North America’s premier heli-skiing adventure company and has been providing heli-skiing trips for the past 50 years. CMH currently provides helicopter-accessed skiing, mountaineering and hiking on 3.1 million powder-filled acres of terrain in British Columbia, which amounts to more skiable terrain than all lift accessed mountain resorts in North America combined. In addition to providing what we believe is an unparalleled skiing and backcountry experience in North America, CMH provides accommodation, service and dining at its 11 lodges, nine of which are owned by us. During fiscal 2013, CMH earned approximately $1,700 of revenue per customer night, with repeat visitors accounting for the majority of CMH’s customers. In support of CMH’s skiing, guiding and hospitality operations, we own 40 helicopters and operate a helicopter maintenance, repair and overhaul (“MRO”) business. Each ski season, we lease our fleet of helicopters to Alpine Helicopters, Inc. (“Alpine Helicopters”), which acts as the exclusive provider of flight services to CMH. CMH’s integrated operating model enables us to scale the business and increase customer visits with limited reliance on third party providers. In addition, to more efficiently utilize our aircraft and CMH pilots year round, we provide heli-hiking, fire suppression and utility services during the summer months. By utilizing the same pilots each ski season who have an average of over 7,000 hours of experience flying in the high alpine and who possess extensive knowledge of the terrain, we believe CMH is able to provide a more consistent customer experience.

Certain of our mountain resorts and CMH operate on federal or Crown land or land owned by other governmental entities pursuant to the terms of governmental permits, leases or other agreements. See “Our Business— Properties.” Alpine Helicopters employs all of the pilots who fly the helicopters in the CMH land tenures. We own a 20% equity interest in Alpine Helicopters, but consolidate Alpine Helicopters in our financial statements because Alpine Helicopters is substantially dependent on us as a result of leasing its entire helicopter fleet from us. See “Our Business—Business Operations—Adventure.”

We also have a portfolio of more than 1,150 acres of development parcels surrounding the bases of our Steamboat, Winter Park, Tremblant, Stratton and Snowshoe resorts, much of which is located adjacent or proximate to the ski trails, including ski-in ski-out parcels. As of December 31, 2013, this land had an appraised value of $153.4 million. We refer to this land throughout this prospectus as our core entitled land or core development parcels. See “Our Business—Business Operations—Real Estate.” We believe that our real estate platform and expertise will enable us to capitalize on improving economic conditions related to commercial and residential real estate through the potential future development of our core entitled land. We are currently working with consultants and architects to develop strategies for future development of this land in concert with planning for on-mountain and base village

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improvements. In addition to our core land holdings and development planning, we maintain the capability to manage, market and sell real estate through our vacation club business, our condominium hotel property management company with operations in Maui, Hawaii and in Mammoth Lakes, California and our residential real estate sales and marketing business. See “Risk Factors—Risks Related to Our Business—Our real estate development strategy may not be successful.”

Our Strengths

Geographically Diversified Market Leading Mountain Resort Company. We are one of the largest mountain resort companies in North America based on skier visits. Our portfolio of mountain resorts offers what we believe are distinctive experiences at some of North America’s most popular destinations. We have invested heavily in the development of lifts, trails, snowmaking capabilities and pedestrian villages with a large bed base and a variety of retail and dining options at our mountain resorts. We believe that these investments have established our resorts, in each of our markets, as having some of the best skiing, amenities and experiences. Our mountain resorts are dispersed throughout North America, with locations in the Eastern United States, the Rocky Mountains, the Pacific Southwest and Canada. During fiscal 2013, no single resort accounted for more than 16% of our total revenue. In addition, our resorts are located within an average of approximately 160 miles of large metropolitan areas with high concentrations of affluent skiers and major airports, such as New York City, Boston, Washington D.C., Pittsburgh, Denver, Los Angeles, Montreal and Toronto. This provides us a strong base of regional and destination visitors, which we believe helps reduce our financial exposure to any single geographic region as weather patterns and economic conditions can vary across regions. We believe that this is a differentiating factor from our competitors, many of which have more geographically concentrated businesses.

North America’s Premier Mountain Adventure Company. The cornerstone of our adventure business is CMH, the largest heli-skiing business in North America. CMH’s operating area encompasses 3.1 million acres of high alpine terrain across British Columbia, which we believe offers an unparalleled skiing and backcountry experience. Repeat visitors accounted for the majority of CMH’s customers during fiscal 2013. With its global brand, portfolio of terrain, collection of 11 lodges and integrated aviation support, CMH is North America’s leading heli-skiing platform and is positioned to further grow within the adventure travel industry. Through our CMH operations, we have also developed expertise in marketing adventure travel to the affluent as well as expertise in coordinating complex adventure travel experiences and hospitality. We believe that we will be able to leverage these core competencies to grow our adventure travel offerings both within heli-skiing and in other areas.

Strong Competitive Position with High Barriers to Entry. We operate or have an ownership interest in three of the top 10 mountain resorts in the United States as measured by skier visits. We also operate or have an ownership interest in what we believe are two of the top three mountain resorts in Canada as measured by skier visits. There are significant barriers to entry to new ski resort development in North America resulting from the limited number of remaining suitable sites, the difficulty in obtaining necessary government permits and the significant capital required for development and construction. As a result, no major ski resorts have been developed in the past 30 years. We believe these competitive dynamics have supported the ski industry’s ability to raise Effective Ticket Price (“ETP”) by a 2.7% compound annual growth rate (“CAGR”) over the past five years, despite high unemployment and fragile economic conditions.

Customer Base with Significant Discretionary Income. We generally attract a more affluent customer than many other leisure activities. In fiscal 2013, the average household income of customers at our mountain resorts was more than $135,000. Given the quality of our assets and our affluent customer base, we believe that there is a long-term opportunity to increase revenues through cross-selling and upselling our customers. We maintain a database of more than 2.2 million past resort customers and are able to use this database to cross-sell and upsell new experiences within our portfolio of resorts and at CMH to our customers, season pass holders, second home owners and vacation club members.

Significant and Expanding Base of Season Pass Holders. We have loyal customers who visit our resorts frequently every year. Many of these customers purchase season passes or frequency products and either own real estate at our resorts or are potential future buyers of vacation real estate. Season pass and frequency product revenue contributed $42.5 million, $45.2 million and $47.0 million to lift revenues for fiscal 2011, 2012 and 2013, respectively, and represented 30.7%, 34.4% and 32.5% of our lift revenues during these respective years. While there can be no assurance that the number of season pass holders at our mountain resorts will remain constant or increase in future years, season pass and frequency product revenue has grown at a CAGR of 5.2% over the three year period

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ended June 30, 2013. Moreover, 69.8% of our fiscal 2013 season pass holders owned season passes at our resorts during prior ski seasons, representing a strong source of recurring cash flow. This source of recurring and stable revenue reduces our sensitivity to economic conditions and weather, and provides a base line of predictability that allows us to focus on pursuing growth and value creating opportunities for our businesses.

Experienced Management Team. Our management team, which is comprised of professionals with wide ranging experience in resort, real estate and leisure operations, has significant experience managing mountain resorts. We believe our management team has demonstrated its ability to adapt and adjust to varying economic conditions. In addition, our management team has extensive experience in identifying and evaluating businesses for acquisition, performing in-depth due diligence, negotiating with owners and management, and structuring, financing and closing acquisition transactions. We have also attracted qualified and dedicated resort chiefs who have an average of 11 years of service with us and 26 years of experience in the ski industry. We believe that the experience of our management team and resort chiefs is a significant contributor to our operating performance.

Growth Strategies

Consumer discretionary spending has increased as the economy has improved and, as the economy continues to improve, we believe that consumers will have more disposable income and a greater inclination to increase spending on leisure activities, such as skiing and adventure travel. We also expect recreational adventure and experiential travel to continue to gain in popularity as individuals, including the important “baby boomer” generation, live longer, healthier lives. In light of these trends, we intend to employ the following strategies to drive growth within our businesses:

Increase Revenues.

• Increase prices at our mountain resorts and CMH. During the past five years, despite high unemployment and fragile economic conditions over much of that period, the mountain resort industry has increased Effective Ticket Price at a CAGR of 2.7%, outpacing core inflation of 1.6%. As the economy continues to improve, we believe that consumers will have more disposable income and a greater inclination to increase spending on leisure activities, such as skiing and adventure travel. We believe that these trends, combined with growth capital investments to improve the customer experience, will provide us with the opportunity to increase prices without impacting our customers’ perception of the value of our products.

• Grow visitation at our mountain resorts and CMH. There are four components of our strategy to grow visitor volume. First, we intend to leverage our existing customer database of 2.2 million skiers and adventure travelers to cross-sell existing customers on new experiences within our portfolio of properties. Second, we are investing in new websites, e-commerce platforms and customer relationship management systems. In combination, these tools provide our sales and marketing team with greater insight into the preferences and purchasing patterns of existing and prospective customers, enabling us to make customized vacation offers and increase the likelihood of purchase. Third, we are developing new products that target previously underserved market segments. Examples include a new season pass product available for young professionals and the addition of new small group and private trip options at CMH to meet demand from affluent CMH customers. Fourth, we are investing in revenue management systems to optimize our variable pricing strategy. These systems provide us with real-time demand data, enabling us to effectively raise prices for vacations and ticket products during periods of peak demand and lower prices to increase visitor volume during periods of off-peak demand.

• Targeted growth capital investments. We believe there is a significant opportunity to further increase revenues, visitation as well as utilization of our assets during off-peak periods by developing new activities and improved amenities at our mountain resorts and CMH. Examples of recent growth capital projects include investments in lifts, snow-making capabilities and terrain expansion at Blue Mountain, a new on-mountain dining facility and night skiing at Steamboat, a snow tubing hill and expanded mountain biking terrain at Winter Park, a spa facility at Snowshoe, and renovated lodging facilities at Stratton and our CMH operations. We expect that our resort improvements will attract new customers and increase the average amount of money that customers spend per day at our properties. We believe we have the opportunity to profitably execute similar resort improvement projects in the future.

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Continue to Improve Operating Efficiency and Margins. We continue to focus on driving financial improvement and operational synergies. We believe that, as a multi-resort operator, we have significant opportunities to benefit from our scale of operations through centralization of key functions such as sales and marketing, human resources, accounting, finance, legal, procurement, insurance and technology. Our Denver headquarters provides a platform for further centralization of these key areas where there is an opportunity to benefit from economies of scale and leverage the skills of our senior management team. We believe that these operating efficiencies will enable us to grow our margins. In addition, a significant portion of the operating costs at our mountain resorts is variable and can be rapidly adjusted in response to fluctuations in our business. For example, during the 2011/2012 ski season, our management team was able to adjust operating costs at our resorts by reducing seasonal personnel in response to the lowest amount of natural snowfall in North America in 20 years.

Pursue Strategic Acquisitions and Operating Relationships. The North American ski industry is highly fragmented, with approximately 753 ski areas in North America, of which fewer than 10% are owned by operators that operate four or more ski resorts. As a result of the advantages that we enjoy as a multi-resort operator, we believe we will have the opportunity to acquire complementary resorts in the future at attractive valuations, although there can be no assurance that we will be able to effect such acquisitions. Such acquisitions could involve expansion outside of North America. We evaluate the strategic fit of potential acquisitions based on the opportunity to enhance product offerings, such as multi-resort pass products, achieve operational synergies and expand our operating footprint. As a multi-resort operator, we believe we can generate substantial revenue and cost synergies through strategic acquisitions by leveraging our existing customer database of 2.2 million contacts for cross-resort marketing, by offering customers multi-resort products and by taking advantage of economies of scale in administration and pooled purchasing.

Through our CMH operations, we have developed expertise in marketing adventure travel to the affluent as well as expertise in coordinating complex adventure travel experiences and hospitality. We expect adventure travel to gain in popularity and believe that we will be able to leverage our core competencies to improve the revenues and operating efficiency of strategic acquisitions within the adventure travel industry.

We also intend to evaluate “capital light” opportunities such as managing third-party resort assets and entering into real estate development partnerships.

Monetization of Real Estate. We own more than 1,150 acres of land available for development at our mountain resorts, much of which is adjacent or proximate to the ski trails at the resorts, including ski-in and ski-out parcels. As the “home team” operator in our resort communities, we have a competitive advantage relative to other developers at our resorts because we are uniquely able to add additional value to real estate by bundling it with amenities and products at our resorts that we control. We also own or lease commercial properties within the villages at our resorts, which provides us with the opportunity to control the mix of activities and food, beverage and retail outlets in order to create an atmosphere that makes our resort communities more attractive to potential home buyers. With improvement in the second home and vacation home markets, we believe that we can generate significant profits from the future development of our core entitled land at our resorts. Additionally, although we cannot guarantee that incremental visitor growth at our resorts will occur, to the extent that future development increases the number of units and beds at our resorts, we believe that the extra lodging capacity will support incremental visitor growth and profits.

Our Restructuring and Refinancing

The Restructuring

We conduct our U.S. operations through Intrawest U.S. Holdings Inc., a Delaware corporation (“Intrawest U.S.”), and our Canadian operations through Intrawest ULC, an unlimited liability company organized under the laws of the Province of Alberta (“Intrawest Canada”). In December 2013, through a series of restructuring transactions, Cayman L.P. caused its indirect subsidiaries to contribute 100% of the equity interests in both Intrawest U.S. and Intrawest Canada to an indirect subsidiary of Intrawest Resorts Holdings, Inc., the issuer of the common stock offered hereby. In connection with these restructuring transactions, we issued an aggregate of 42,999,900 shares (or 41,881,903 shares after giving effect to the 0.974-for-1 reverse stock split described below) of our common stock to the Initial Stockholders and we were released as an obligor with respect to all of our debt owed to affiliates (approximately $1.4 billion as of September 30, 2013). The transactions described in this paragraph form part of the “Restructuring” described under “Unaudited Pro Forma Condensed Consolidated Financial Information.” See also “Description of Certain Indebtedness—Notes Payable to Affiliates.”

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The chart below summarizes our corporate structure after giving effect to the consummation of the Restructuring and this offering.

 

Intrawest Resorts Holdings, Inc. was incorporated in Delaware on August 30, 2013 for the purpose of effecting this offering.

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The Refinancing

As of September 30, 2013, we had outstanding $446.6 million of borrowings under a first lien credit agreement with a syndicate of lenders. As of September 30, 2013, we also had outstanding $125.0 million of borrowings under a second lien credit agreement with a syndicate of lenders.

On December 9, 2013, we entered into a new first lien credit agreement (the “New Credit Agreement”) and an affiliate of Fortress contributed $48.3 million to us. Borrowings under the New Credit Agreement, together with cash on hand and the funds contributed to us by an affiliate of Fortress, were used to refinance and replace the borrowings under the first lien credit agreement and the second lien credit agreement (the “Refinancing”). For a description of the New Credit Agreement, see “Description of Certain Indebtedness—Third-Party Long-Term Debt—New Credit Agreement.”

As of September 30, 2013, our total indebtedness on an actual and a pro forma basis after giving effect to the Restructuring and the Refinancing (we refer to these transactions, as described under “Unaudited Pro Forma Condensed Consolidated Financial Information,” as the Pro Forma Transactions) was $2,033.9 million and $584.5 million, respectively. See “Unaudited Pro Forma Condensed Consolidated Financial Information” and “Description of Certain Indebtedness—Third-Party Long-Term Debt.”

Recent Financial and Operating Results

The following information reflects our preliminary results based on currently available information. We have provided ranges, rather than specific amounts, for certain of the financial and operating information below, primarily because our closing procedures for the related periods are not yet complete and, as a result, we expect that our final results upon completion of our closing procedures may vary from the currently available preliminary results. In addition, financial and operating information for the three and six months ended December 31, 2013 and for the 2013/14 season-to-date period is not necessarily indicative of performance trends for the full ski season, which may be unfavorably affected by adverse events, including unfavorable changes in weather conditions or the overall economic environment.

Preliminary Financial Results for the Three and Six Months Ended December 31, 2013

Although our financial results presented for the three and six months ended December 31, 2013 are preliminary and subject to fiscal quarter end adjustments, we estimate that our financial results will fall within the following ranges:

	Three Months Ended December 31,						Six Months Ended December 31,
	2012		2013				2012		2013
	Actual		Low		High		Actual		Low		High
	(in thousands)
Total revenue	$	104,269	$	99,553	$	102,106	$	183,464	$	180,115	$	182,667
Net loss attributable to the Company	$	(108,978)	$	(112,546)	$	(109,801)	$	(236,253)	$	(234,560)	$	(231,815)
Mountain revenue	$	72,038	$	74,091	$	75,991	$	105,298	$	107,396	$	109,296
Adventure revenue	$	13,079	$	11,249	$	11,537	$	42,126	$	33,865	$	34,154
Real Estate revenue	$	17,144	$	13,574	$	13,922	$	32,291	$	26,824	$	27,172
Mountain Adjusted EBITDA	$	1,234	$	3,132	$	3,212	$	(18,354)	$	(19,459)	$	(19,378)
Adventure Adjusted EBITDA	$	(6,036)	$	(3,160)	$	(3,083)	$	1,117	$	496	$	573
Real Estate Adjusted EBITDA	$	4,801	$	1,622	$	1,664	$	6,870	$	3,099	$	3,141

Preliminary Key Business Metrics Evaluated by Management for the Three Months Ended December 31, 2013

Although our operating results presented for the three months ended December 31, 2013 are preliminary and subject to fiscal quarter end adjustments, we estimate that our operating results will fall within the following ranges. For operating results for the three months ended September 30, 2012 and 2013, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Key business metrics are not presented for the six months ended December 31, 2012 and 2013 because none of our mountain resorts were open for skiing during the three months ended September 30, 2012 and 2013.

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	Three Months Ended December 31,
	2012		2013
	Actual		Low		High
Mountain
Skier Visits(1)		660,443		723,730		742,287
Mountain Segment Revenue Per Visit(2)	$	109.08	$	99.81	$	102.37
ETP(3)	$	45.25	$	41.11	$	42.17
Adventure
CMH Guest Nights(4)		4,360		4,580		4,697
CMH RevPGN(5)	$	1,209	$	1,017	$	1,043

(1) A Skier Visit represents an individual’s use of a paid or complimentary ticket, frequency card or season pass to ski or snowboard at our Steamboat, Winter Park, Tremblant, Stratton and Snowshoe resorts for any part of one day.

(2) Mountain Segment Revenue Per Visit is defined as total revenue of our Mountain segment for a given period divided by total Skier Visits during such period.

(3) Effective ticket price, or ETP, is calculated by dividing lift revenue for a given period by total Skier Visits during such period.

(4) CMH Guest Nights represents the number of paid nights skiing or hiking customers spend at our CMH lodges for a given period.

(5) CMH RevPGN is total CMH revenue for a given period divided by the total number of CMH Guest Nights during such period.

The following variance explanations compare the three months ended December 31, 2012 and 2013. For variance explanations related to the three months ended September 30, 2012 and 2013, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Total revenue. We expect to report that total revenue decreased from $104.3 million for the three months ended December 31, 2012 to between $99.6 million and $102.1 million for the three months ended December 31, 2013.

Net loss. We expect to report that net loss increased from $(109.0) million for the three months ended December 31, 2012 to between $(112.5) million and $(109.8) million for the three months ended December 31, 2013. The Restructuring and the Refinancing were consumated in December 2013. As a result, our interest expense will be significantly reduced in future periods as a result of the Refinancing and the Restructuring. See “—Our Restructuring and Refinancing.”

Mountain revenue. We expect to report that our Mountain revenue increased from $72.0 million for the three months ended December 31, 2012 to between $74.1 million and $76.0 million for the three months ended December 31, 2013. The increase in Mountain revenue is primarily due to an increase in Skier Visits during the three months ended December 31, 2013, which increased lift revenue as well as ski-related revenue. The increase in Skier Visits was driven by improved snowfall and conditions. We expect the increase in Skier Visits to exceed the increase in Mountain revenue, in percentage terms, principally as a result of increased season pass usage. A higher mix of season pass holders puts downward pressure on ETP as season pass holders increase their usage. As of January 5, 2014, sales of season pass and frequency products have increased 23.1% relative to the prior season-to-date period.

Mountain Adjusted EBITDA. We expect to report that our Mountain Adjusted EBITDA increased from $1.2 million for the three months ended December 31, 2012 to between $3.1 million and $3.2 million for the three months ended December 31, 2013. The increase in Mountain Adjusted EBITDA is due to increased Mountain revenue.

Adventure revenue. We expect to report that our Adventure revenue decreased from $13.1 million for the three months ended December 31, 2012 to between $11.2 million and $11.5 million for the three months ended December 31, 2013. We expect revenue from ancillary services to decrease primarily due to a decrease in fire suppression activities and lower revenue from our MRO operations. While we expect CMH Guest Nights to increase, we expect CMH RevPGN to decrease as a result of unfavorable foreign currency translation and promotional rates that we offered to customers as a result of reduced snowfall in the Canadian Rocky Mountain region during the three months ended December 31, 2013.

Adventure Adjusted EBITDA. We expect to report that our Adventure Adjusted EBITDA improved from a loss of $(6.0) million for the three months ended December 31, 2012 to a loss of between $(3.1) million and $(3.2) million for the three months ended December 31, 2013. Adventure Adjusted EBITDA improved due to a decrease in Adventure operating expenses attributable to reduced firefighting and MRO activity and removal of the negative Adjusted EBITDA attributable to non-controlling interest in Alpine Helicopters in the fiscal 2013 period as a result of the restructuring in January 2013. These items were partially offset by lower Adventure revenue.

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Real Estate revenue. We expect to report that our Real Estate revenue decreased from $17.1 million for the three months ended December 31, 2012 to between $13.6 million and $13.9 million for the three months ended December 31, 2013. The decrease in Real Estate revenue is primarily due to a one-time acceleration of commissions relating to the exit in December 2012 of our brokerage engagement at Honua Kai Resort and Spa in Maui.

Real Estate Adjusted EBITDA. We expect to report that our Real Estate Adjusted EBITDA decreased from $4.8 million for the three months ended December 31, 2012 to between $1.6 million and $1.7 million for the three months ended December 31, 2013. The decrease in Real Estate Adjusted EBITDA is primarily due to the one-time acceleration of commissions referred to above.

We expect to report that we had cash and cash equivalents of $42.0 million and total long-term debt of $579.3 million as of December 31, 2013.

Preliminary Ski Season-to-Date Growth Data

The following table presents ski season data for each season-to-date period relative to the comparable period in the prior fiscal year. For purposes of this table, the 2012/13 season-to-date period runs through January 6, 2013 and the 2013/14 season-to-date period runs through January 5, 2014. Each season-to-date period begins on the date that our first mountain resort opened for skiing in the respective ski season, which is typically in mid-November.

	2012/13			2013/14
Skier Visits		8.5	%		8.0	%
Lift revenue		6.1	%		4.7	%
Ancillary revenue
Ski school revenue		22.7	%		7.7	%
Food and beverage revenue		43.4	%		8.4	%
Retail and rental revenue		31.9	%		4.5	%

Inclusion of Preliminary Financial and Operating Information

The preliminary financial and operating information included in this prospectus reflects management’s estimates based solely upon information available to us as of the date of this prospectus and is the responsibility of management. The preliminary financial information presented above is not a comprehensive statement of our financial results for the three and six months ended December 31, 2013 and has not been audited, reviewed or compiled by our independent registered public accounting firm, KPMG LLP. Accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto. The preliminary information presented above is subject to the completion of our financial closing procedures, which have not yet been completed.

Our actual results for the three and six months ended December 31, 2013 and the 2013/14 season-to-date period will not be finalized until after this offering is completed and may differ materially from the above estimates. Accordingly, you should not place undue reliance upon these preliminary results. For example, during the course of the preparation of the applicable financial statements and related notes, additional items that would require material adjustments to be made to the preliminary estimated information presented above may be identified. There can be no assurance that these estimates will be realized, and estimates are subject to risks and uncertainties, many of which are not within our control. See “Risk Factors” and “Forward-Looking Statements.”

Our Principal Stockholders

Immediately following the completion of this offering, the Initial Stockholders will beneficially own approximately 65.3% of our outstanding common stock, or 60.1% if the underwriters’ option to purchase additional shares is fully exercised. This level of share ownership is sufficient to control the vote on matters and transactions requiring stockholder approval. The Initial Stockholders are controlled by Fortress. See “Risk Factors—Risks Related to Our Organization and Structure” and “Principal and Selling Stockholders.” Pursuant to the Stockholders Agreement (as defined below), Fortress may designate directors for nomination and election to our board of directors. Pursuant to these provisions, Fortress has the ability to appoint up to a majority of the members of our board of directors, plus two directors, for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress beneficially own, directly or indirectly, at least 30% of our issued and outstanding common stock and certain other conditions are met. See “Certain Relationships and Related Party Transactions—Designation and Election of Directors.”

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Risk Factors

There are a number of risks that you should carefully consider before making an investment decision regarding this offering. These risks are discussed more fully in the section entitled “Risk Factors” following this prospectus summary. These risks include, but are not limited to:

• a prolonged weakness in general economic conditions;

• the failure of recreational adventure and experiential travel to gain in popularity;

• lack of adequate snowfall and unfavorable weather conditions;

• adverse events that occur during our peak operating periods combined with the seasonality of our business;

• the occurrence of natural disasters;

• the high fixed cost structure of our business;

• risks associated with not owning all of the land on which we conduct our operations, including the loss of, or inability to renew, our governmental permits and leases;

• risks related to the fact that we are not the sole property manager at certain of our real estate developments and risks related to the fact that fewer condominium owners have been using our rental management services in recent years;

• our inability to complete real estate development projects and achieve the anticipated financial benefits from such projects;

• our inability to successfully remediate material weaknesses in our internal control over financial reporting and the expected costs associated with doing so;

• competition with similar businesses owned by Fortress and its affiliates; and

• risks related to the corporate opportunity provisions in our restated certificate of incorporation, which do not require Fortress or its affiliates, including the Initial Stockholders, or any of their officers, directors or employees, to offer us potential transactions or corporate opportunities of which they are aware.

As a result of these risks and the other risks discussed in the section entitled “Risk Factors,” there is no guarantee that we will experience growth and improving profitability in the future. Similarly, there can be no assurance that the number of visitors to our mountain resorts and CMH, including season pass holders at our mountain resorts, will remain constant or increase in future years.

Implications of Being an Emerging Growth Company

As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified exemptions from various requirements that are otherwise applicable generally to public companies in the United States. These provisions include:

• reduced compensation disclosure requirements;

• an exemption to include in an initial public offering registration statement less than five years of selected financial data; and

• an exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting.

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The JOBS Act also permits an emerging growth company such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies, and exempts an emerging growth company such as us from Section 14A(a) and (b) of the Securities Exchange Act of 1934 (the “Exchange Act”), which require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation.

We will remain an emerging growth company until the earliest of:

• the last day of our fiscal year during which we have total annual gross revenues of at least $1.0 billion;

• the last day of our fiscal year following the fifth anniversary of the completion of this offering;

• the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or

• the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter.

We have availed ourselves in this prospectus of the reduced reporting requirements described above with respect to compensation disclosure requirements and selected financial data. As a result, the information that we provide stockholders may be less comprehensive than what you might receive from other public companies. When we are no longer deemed to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. We have not elected to avail ourselves of the exemption that allows emerging growth companies to extend the transition period for complying with new or revised financial accounting standards. This election is irrevocable.

Corporate Information

Our executive offices are located at 1621 18th Street, Suite 300, Denver, Colorado 80202, and our telephone number is (303) 749-8200. Our website address is www.intrawest.com. The information on our website is not a part of this prospectus.

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Summary Historical and Unaudited Pro Forma Condensed
Consolidated Financial and Operating Information

The following summary historical consolidated financial information for the years ended June 30, 2011, 2012 and 2013 and as of June 30, 2012 and 2013 has been derived from the audited consolidated financial statements of Cayman L.P. included elsewhere in this prospectus.

The following summary historical consolidated financial information for the three months ended September 30, 2012 and 2013 and as of September 30, 2013 has been derived from the unaudited interim consolidated financial statements of Cayman L.P. included elsewhere in this prospectus. In our opinion, such unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements of Cayman L.P. and reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of operations and financial position of Cayman L.P. Results as of and for the three months ended September 30, 2013 are not necessarily indicative of results that may be expected for the entire year.

The following unaudited pro forma condensed consolidated financial information for the year ended June 30, 2013 and as of and for the three months ended September 30, 2013 gives effect to the Pro Forma Transactions. The unaudited pro forma condensed consolidated financial information is based on available information and assumptions that we believe are reasonable, is for illustrative and informational purposes only and should not be considered representative of our future financial condition or results of operations. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for a description of the adjustments reflected in the pro forma condensed consolidated financial information.

Prior to the collapse in the housing markets in late 2007 and the global financial crisis that followed, we were actively engaged in large scale development and sales of resort real estate, primarily in North America. In light of the then prevailing market conditions, we ceased new development activities in late 2009. As a result, we were left with a portfolio of real estate assets, high leverage levels and litigation initiated by purchasers of resort real estate seeking to rescind their purchase obligations or otherwise mitigate their losses. This confluence of factors had a material impact on our consolidated financial results for the fiscal periods presented below. Through a series of debt refinancings, cost saving initiatives and divestitures of non-core assets, we believe we have streamlined our operations. As of September 30, 2013, we have divested substantially all of our legacy real estate assets and have settled the majority of litigation claims stemming from our pre-2010 development and sales activities. Although the effects of our pre-2010 legacy real estate development and sales activities on our consolidated financial results will continue in future periods, we expect that these effects will continue to diminish over time. After giving effect to the Refinancing and the Restructuring, we believe our financial results in future periods will be materially different from those reflected in the historical consolidated financial information of Cayman L.P. appearing in this prospectus.

You should read the following summary historical and unaudited pro forma condensed consolidated financial and operating information in conjunction with the information appearing under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Unaudited Pro Forma Condensed Consolidated Financial Information” in this prospectus, and in conjunction with the consolidated financial statements of Cayman L.P. and the related notes appearing elsewhere in this prospectus.

	Historical						Pro Forma		Historical				Pro Forma
	Year Ended June 30,						Year Ended June 30, 2013		Three Months Ended September 30,				Three Months Ended September 30, 2013
	2011(1)		2012		2013				2012		2013
	(in thousands)
Statement of Operations Data:
Revenues
Mountain	$	322,194	$	310,765	$	339,003			$	33,259	$	33,305
Adventure		96,693		109,496		113,622				29,047		22,617
Real Estate		61,165		61,439		64,726				15,148		13,250
Total reportable segment revenues		480,052		481,700		517,351				77,454		69,172
Legacy, non-core and other(2)		79,471		31,747		7,056				1,741		11,389
Total revenues		559,523		513,447		524,407	$	523,979		79,195		80,561	$	80,561
Operating expenses(2)		504,005		453,187		448,944		446,848		101,179		104,196		103,563
Depreciation and amortization		76,371		57,655		58,342		58,340		14,653		13,145		13,145

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	Historical									Pro Forma			Historical						Pro Forma
	Year Ended June 30,									Year Ended June 30, 2013			Three Months Ended September 30,						Three Months Ended September 30, 2013
	2011(1)			2012			2013						2012			2013
	(in thousands, except operating statistics)
Statement of Operations Data:
Loss (gain) on disposal of assets(1)	$	26,196		$	9,443		$	12,448		$	10,525		$	1,210		$	(236	)	$	(337	)
Impairment of long-lived assets		12,140			782			143			143			—			—			—
Impairment of real estate		73,230			8,137			1,052			403			62			633			633
Goodwill impairment		64,097			3,575			—			—			—			—			—
Income (loss) from operations		(196,516	)		(19,332	)		3,478			7,720			(37,909	)		(37,177	)		(36,443	)
Interest income		9,162			7,467			6,630			6,583			1,637			1,632			1,606
Interest expense on third party debt		(143,463	)		(135,929	)		(98,437	)		(48,189)			(35,006	)		(16,464	)		(11,663)
Interest expense on notes payable to affiliates		(160,943	)		(195,842	)		(236,598	)		—			(55,371	)		(67,105	)		—
Earnings (loss) from equity method investments(3)		8,299			538			(5,147	)		(5,147	)		(91	)		(1,591	)		(1,591	)
Gain on disposal of equity method investments(1)		—			—			18,923			18,923			—			—			—
Loss on extinguishment of debt(4)		—			—			(11,152	)		—			—			—			—
Other income (expense), net(5)		(2,021	)		1,199			1,973			1,935			402			(172	)		(151	)
Loss from continuing operations before income taxes		(485,482	)		(341,899	)		(320,330	)		(18,175)			(126,338	)		(120,877	)		(48,242)
Income tax (benefit) expense		6,555			(5,836	)		(23,616	)		(23,616	)		972			701			701
Income (loss) from continuing operations		(492,037	)		(336,063	)		(296,714	)	$	5,441			(127,310	)		(121,578	)	$	(48,943)
Loss from discontinued operations, net of tax		(6,469	)		—			—						—			—
Net loss		(498,506	)		(336,063	)		(296,714	)					(127,310	)		(121,578	)
Loss (earnings) attributable to noncontrolling interest		(361	)		—			757						34			(436	)
Net loss attributable to Cayman L.P.	$	(498,867	)	$	(336,063	)	$	(295,957	)				$	(127,276	)	$	(122,014	)
Adjusted EBITDA(6)	$	94,370		$	92,057		$	105,260					$	(10,366	)	$	(17,457	)
Key Business Metrics Evaluated by Management:
Mountain
Skier Visits(7)		3,192,388			2,758,970			3,146,119						—			—
Mountain Segment Revenue Per Visit(8)	$	100.93		$	112.64		$	107.75						—			—
ETP(9)	$	43.34		$	47.65		$	45.92						—			—
Adventure
CMH Guest Nights(10)		34,479			37,829			36,237						2,605			2,956
CMH RevPGN(11)	$	1,670		$	1,650		$	1,693					$	1,426		$	1,253
Cash Flow Data:
Net cash provided by (used in) operating activities	$	21,140		$	43,390		$	41,765					$	(5,296	)	$	384
Net cash provided by (used in) investing activities	$	514,497		$	(21,286	)	$	105,407					$	(4,344	)	$	(14,543	)
Net cash used in financing activities	$	(572,797	)	$	(41,518	)	$	(133,683	)				$	(395	)	$	(1,679	)

	Historical				Historical		Pro Forma		Pro Forma As Adjusted(12)
	As of June 30,				As of September 30,		As of September 30,		As of September 30,
	2012		2013		2013		2013		2013
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	46,908	$	59,775	$	44,860	$	55,410	$	99,047
Real estate held for development(13)	$	193,806	$	164,916	$	154,645	$	154,645	$	154,645
Total assets	$	1,342,793	$	1,121,600	$	1,132,357	$	1,126,957	$	1,170,594
Third party long-term debt (including current portion)(14)	$	736,081	$	588,863	$	607,553	$	584,526	$	584,526
Notes payable to affiliates (including current portion)		1,109,005		1,358,695		1,426,350		—		—
Total long-term debt (including current portion)	$	1,845,086	$	1,947,558	$	2,033,903	$	584,526	$	584,526

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(1) Includes the operations of Whistler Blackcomb prior to their divestiture in November 2010. We sold our interests in the assets of Whistler Blackcomb to Whistler Blackcomb Holdings, Inc. (“Whistler Holdings”) in November 2010 and recognized a loss of $24.4 million. As part of the sale proceeds, we received an equity investment of approximately 24% in Whistler Holdings. Fiscal 2011 includes legacy, non-core and other revenues, operating expenses and depreciation and amortization of $38.6 million, $51.1 million and $10.7 million, respectively, related to Whistler Blackcomb. In December 2012, we sold our investment in Whistler Holdings and recorded a $17.9 million gain related to this disposition.

(2) See notes 6(f) and 6(g). See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Legacy, Non-Core and Other Items.”

(3) See note 6(b).

(4) Fiscal 2013 represents the loss recognized on the extinguishment of our senior debt facilities in December 2012.

(5) Other income (expense), net, primarily includes gains or losses on currency rate fluctuations and other non-operating expenses that management does not believe are representative of the underlying performance of our ongoing operations.

(6) Adjusted EBITDA is a non-GAAP performance measure. Our board of directors and management team focus on Adjusted EBITDA as a key performance and compensation measure. Adjusted 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 Adjusted EBITDA. In addition, Adjusted EBITDA is a material component of certain financial covenants in the New Credit Agreement and is an important metric for investors to assess our ability to comply with those covenants.

  Adjusted EBITDA is not a substitute for net income (loss), income from continuing operations, cash flows from operating activities or any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as Adjusted EBITDA. Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA to compare the performance of those companies to our performance. Adjusted 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 Adjusted EBITDA as a supplemental measure.

  We remove the following items from net loss attributable to Cayman L.P. to get to Adjusted EBITDA:

• interest expense, net;

• income tax expense or benefit;

• depreciation and amortization;

• impairments of goodwill, real estate and long-lived assets;

• gains and losses on disposal of assets;

• earnings and losses from equity method investments;

• gains and losses on disposal of equity method investments;

• gains and losses on extinguishment of debt;

• other expense, net;

• discontinued operations, net of tax;

• legacy and other non-core expenses, net; and

• other operating expenses, which include restructuring charges and associated severance expenses, non-cash compensation and other items, including gains, losses, fees, revenues and expenses of transactions which management believes are not representative of the underlying performance of our ongoing operations and which we will be permitted to exclude from the calculation of Adjusted EBITDA under the New Credit Agreement.

  For purposes of calculating Adjusted EBITDA, we also add to net loss attributable to Cayman L.P. our pro rata share of Adjusted EBITDA related to equity method investments included within our reportable segments, which include Blue Mountain Resorts Limited (Mountain), Chateau M.T. Inc. (Real Estate) and Mammoth Hospitality Management, LLC (Real Estate). We believe the Adjusted EBITDA from these investments is representative of the underlying performance of our ongoing operations. Our pro rata share of Adjusted EBITDA is calculated based on our economic ownership percentage of the applicable equity method investee.

  Finally, in calculating Adjusted EBITDA, we adjust net loss attributable to Cayman L.P. to include net income and losses attributable to noncontrolling interests within our reportable segments, and then remove Adjusted EBITDA attributable to the noncontrolling interest so that only our share of Adjusted EBITDA is captured within Adjusted EBIDTA. Alpine Helicopters (Adventure) was the only consolidated entity within our reportable segments with a noncontrolling interest during the periods presented. All revenues and expenses of noncontrolling interests not within our reportable segments are removed from net loss attributable to Cayman L.P. to get to Adjusted EBITDA.

  The following table reconciles net loss attributable to Cayman L.P. to Adjusted EBITDA for the periods presented. Adjusted EBITDA for fiscal 2013 and the three months ended September 30, 2013 does not include an add back for $0.9 million and $0.5 million, respectively, of lease payments pursuant to the lease agreement at Winter Park, which are considered operating expenses under GAAP. We are entitled to include these payments as an add back to Adjusted EBITDA under the New Credit Agreement. We expect to include these payments as an add back to Adjusted EBITDA in future periods.

	Year Ended June 30,									Three Months Ended September 30,
	2011			2012			2013			2012			2013
	(in thousands)
Net loss attributable to Cayman L.P.	$	(498,867	)	$	(336,063	)	$	(295,957	)	$	(127,276	)	$	(122,014	)
Interest expense, net(a)		300,016			328,957			333,208			89,896			83,120
Income tax expense (benefit)		6,555			(5,836	)		(23,616	)		972			701
Depreciation and amortization		76,371			57,655			58,342			14,653			13,145

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	Year Ended June 30,									Three Months Ended September 30,
	2011			2012			2013			2012			2013
	(in thousands)
Impairments of goodwill, real estate and long-lived assets	$	149,467		$	12,494		$	1,195		$	62		$	633
Loss (gain) on disposal of assets		26,196			9,443			12,448			1,210			(236	)
(Earnings) loss from equity method investments(b)		(8,299	)		(538	)		5,147			91			1,591
Gain on disposal of equity method investments(c)		—			—			(18,923	)		—			—
Loss on extinguishment of debt		—			—			11,152			—			—
Other (income) expense, net(d)		2,021			(1,199	)		(1,973	)		(402	)		172
(Loss) earnings attributable to noncontrolling interest(e)		361			—			(757	)		(34	)		436
Discontinued operations, net of tax		6,469			—			—			—			—
Legacy and other non-core expenses, net(f)		19,707			13,762			12,878			8,869			3,536
Other operating expenses(g)		4,039			4,989			4,416			454			1,027
Pro rata share of EBITDA related to equity method investments(h)		10,334			8,393			8,932			1,139			1,067
Adjusted EBITDA attributable to noncontrolling interest(i)		—			—			(1,232	)		—			(635	)
Adjusted EBITDA	$	94,370		$	92,057		$	105,260		$	(10,366	)	$	(17,457	)

(a) Includes interest expense on third party debt and on notes payable to affiliates, net of interest income (other than interest income earned from receivables related to our IRCG operations).

(b) Includes (earnings) loss from our equity method investments, including Blue Mountain Resorts Limited ($(2.7) million, $(1.7) million and $(2.3) million in fiscal 2011, 2012 and 2013, respectively, and $0.4 million and $0.5 million in the three months ended September 30, 2012 and 2013, respectively), Chateau M.T. Inc. ($(0.1) million, $(0.4) million and $0.1 million in fiscal 2011, 2012 and 2013, respectively, and $(0.1) million and $(0.1) million in the three months ended September 30, 2012 and 2013, respectively), Mammoth Hospitality Management, LLC ($0.5 million, $0.1 million and $0.4 million in fiscal 2011, 2012 and 2013, respectively, and $nil and $(0.1) million in the three months ended September 30, 2012 and 2013, respectively) and MMSA Holdings, Inc., Whistler Holdings and other non-core equity method investments ($(6.0) million, $1.5 million and $6.9 million in fiscal 2011, 2012 and 2013, respectively, and $(0.2) million and $1.3 million in the three months ended September 30, 2012 and 2013, respectively).

(c) Fiscal 2013 includes a $17.9 million gain on disposal of our equity method investment in Whistler Holdings in December 2012, and a $1.0 million gain on the sale of our partnership interest in Maui Beach Resort, L.P. in November 2012.

(d) Other (income) expense, net, primarily includes gains or losses on currency rate fluctuations and other non-operating expenses that management does not believe are representative of the underlying performance of our ongoing operations.

(e) Fiscal 2011 and the three months ended September 30, 2012 includes net income attributable to noncontrolling interest in Tower Ranch Developments Partnership (“Tower Ranch”). For purposes of calculating Adjusted EBITDA, we include the net income attributable to noncontrolling interest in Tower Ranch and then remove all income and expenses relating to Tower Ranch from our calculation of Adjusted EBITDA. This adjustment is made in legacy and other non-core, expenses, net. As a result, we have removed all revenues and expenses relating to Tower Ranch from Adjusted EBITDA.

  Fiscal 2013 and the three months ended September 30, 2013 includes $(0.8) million and $0.4 million, respectively, of net (loss) earnings attributable to noncontrolling interest in Alpine Helicopters. We hold a 20% equity interest in Alpine Helicopters (prior to January 2013, we held 100% of Alpine Helicopters). For purposes of calculating Adjusted EBITDA, we adjust net loss attributable to Cayman L.P. to include the net loss attributable to noncontrolling interest in Alpine Helicopters and then remove the Adjusted EBITDA attributable to noncontrolling interest in Alpine Helicopters. Removal of Adjusted EBITDA attributable to noncontrolling interest in Alpine Helicopters was $(1.2) million and $(0.6) million in fiscal 2013 and the three months ended September 30, 2013, respectively. See note (i) below. With this adjustment, only 20% of the Adjusted EBITDA in Alpine Helicopters is captured within Adjusted EBITDA.

(f) The table below provides a breakdown of items included in legacy and other non-core, expenses, net, for fiscal 2011, 2012 and 2013 and for the three months ended September 30, 2012 and 2013. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Legacy, Non-Core and Other Items.”

	Year Ended June 30,									Three months ended September 30,
	2011			2012			2013			2012			2013
	(in thousands)
Legacy real estate carrying costs and litigation	$	(11,193	)	$	(9,976	)	$	(8,378	)	$	(6,998	)	$	(2,525	)
Divested non-core operations		(8,035	)		(3,664	)		(3,168	)		(1,291	)		(366	)
Remaining non-core operations		(479	)		(122	)		(1,332	)		(580	)		(645	)
Legacy and other non-core expenses, net	$	(19,707	)	$	(13,762	)	$	(12,878	)	$	(8,869	)	$	(3,536	)

(g) Reflects adjustments for other items that are included in operating expenses in our GAAP financial statements. Fiscal 2011 includes $1.9 million of non-cash compensation and $1.6 million of severance charges attributable to the relocation of our corporate headquarters. Fiscal 2012 includes $0.6 million of non-cash compensation, $2.7 million of severance charges attributable to the relocation of our corporate headquarters and $0.9 million of restructuring charges relating to the restructuring of Alpine Helicopters. Fiscal 2013 includes restructuring charges of $2.2 million relating to the restructuring of Alpine Helicopters, $1.1 million of severance charges and $0.2 million of non-cash compensation. The three months ended September 30, 2012 includes $0.2 million of non-cash compensation and $0.2 million of severance charges. The three months ended September 30, 2013 includes $0.3 million of restruc

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turing and severance charges. Fiscal 2011, 2012 and 2013 and the three months ended September 30, 2012 and 2013 also includes $0.5 million, $0.8 million, $0.8 million, $0.1 million and $0.7 million, respectively, of other operating expenses that management does not believe are representative of the underlying performance of our ongoing operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Legacy, Non-Core and Other Items.”

(h) Includes Blue Mountain Resorts Limited ($7.7 million, $5.9 million and $6.9 million in fiscal 2011, 2012 and 2013, respectively, and $0.4 million and $0.3 million in the three months ended September 30, 2012 and 2013, respectively), Mammoth Hospitality Management, LLC ($0.9 million, $0.4 million and $0.3 million in fiscal 2011, 2012 and 2013, respectively, and $0.1 million and $0.2 million in the three months ended September 30, 2012 and 2013, respectively) and Chateau M.T. Inc. ($1.7 million, $2.1 million and $1.7 million in fiscal 2011, 2012 and 2013, respectively, and $0.6 million and $0.6 million in the three months ended September 30, 2012 and 2013, respectively). Represents our pro rata share of EBITDA from these equity method investments based on our economic ownership percentage during the relevant period. The pro rata share of revenue that corresponds to the pro rata share of EBITDA from equity method investments was as follows: Blue Mountain Resorts Limited ($33.3 million, $32.2 million and $36.3 million in fiscal 2011, 2012 and 2013, respectively, and $7.0 million and $6.9 million in the three months ended September 30, 2012 and 2013, respectively), Mammoth Hospitality Management, LLC ($3.7 million, $3.3 million and $4.4 million in fiscal 2011, 2012 and 2013, respectively, and $0.7 million and $0.8 million in the three months ended September 30, 2012 and 2013, respectively) and Chateau M.T. Inc. ($12.5 million, $13.3 million and $13.2 million in fiscal 2011, 2012 and 2013, respectively, and $3.4 million and $3.4 million in the three months ended September 30, 2012 and 2013, respectively). These revenues are not included within our consolidated revenues.

(i) Represents Adjusted EBITDA attributable to the noncontrolling interest in Alpine Helicopters. Our consolidated revenue includes 100% of Alpine Helicopters revenue. The pro rata share of revenue that corresponds to the Adjusted EBITDA attributable to the noncontrolling interest in Alpine Helicopters was $13.8 million in fiscal 2013 and $7.6 million in the three months ended September 30, 2013.

(7) A Skier Visit represents an individual’s use of a paid or complimentary ticket, frequency card or season pass to ski or snowboard at our Steamboat, Winter Park, Tremblant, Stratton and Snowshoe resorts for any part of one day.

(8) Mountain Segment Revenue Per Visit is defined as total revenue of our Mountain segment for a given period divided by total Skier Visits during such period.

(9) Effective ticket price, or ETP, is calculated by dividing lift revenue for a given period by total Skier Visits during such period.

(10) CMH Guest Nights represents the number of paid nights skiing or hiking customers spend at our CMH lodges for a given period.

(11) CMH RevPGN is total CMH revenue for a given period divided by the total number of CMH Guest Nights during such period.

(12) Gives effect to the Pro Forma Transactions as set forth under “Unaudited Pro Forma Condensed Consolidated Financial Information” as well as this offering. Assumes net proceeds to us from the offering of $43.6 million. See “Use of Proceeds.” Each $1.00 increase (decrease) in the assumed initial public offering price of $16.00 per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus) would increase (decrease) cash and cash equivalents and total assets by $2.9 million, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated offering expenses payable by us.

(13) Real estate held for development includes land and infrastructure assets, net of impairments to fair value, intended to be used in the future development of real estate assets for sale and amenity enhancement at our resorts.

(14) Effective September 30, 2013, we and the Winter Park Recreational Association agreed to amend the lease under which we operate Winter Park Resort. Pursuant to the amendment, a contingency clause in which total rental payments could not exceed “cash flow for annual payment” was removed. The elimination of the contingency requires us to make annual rental payments of a minimum of $2.0 million until the end of the initial lease term, July 1, 2052, regardless of future cash flows, thus changing the future minimum lease payments. The amendment required a modification of the lease asset and lease obligation as the present value of the future minimum lease payments under the amendment is different from the minimum lease payments under the original agreement. The total increase in the lease obligation, based on a net present value of future payments, was $19.6 million.

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The Offering

Common stock we are offering

3,125,000 shares

Common stock the selling stockholder is offering

12,500,000 shares

Common stock to be issued and outstanding after this offering

45,007,000 shares

Common stock to be beneficially owned by the Initial Stockholders after this offering

29,382,000 shares (27,038,250 shares if the underwriters exercise their option to purchase additional shares in full).

Use of proceeds

We estimate that the net proceeds to us from the sale of shares in this offering, after deducting underwriting discounts and offering expenses payable by us, will be approximately $43.6 million. We have no specific plan for the net proceeds to us from this offering and intend to use such proceeds for working capital and other general corporate purposes, which may include potential investments and acquisitions. See “Use of Proceeds.” We will not receive any proceeds from the sale of our common stock by the selling stockholder, including any shares sold by the selling stockholder pursuant to the underwriters’ option to purchase additional shares.

Dividend policy

We do not currently anticipate paying dividends on our common stock. Any declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors in accordance with applicable law after taking into account various factors, including our financial condition, our operating results, our current and anticipated cash needs, the impact on our effective tax rate, our indebtedness, legal requirements and other factors that our board of directors deems relevant. Because we are a holding company and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries. Certain of our debt agreements limit our ability to pay dividends. See “Dividend Policy.”

Risk factors

See “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in our common stock.

Stock exchange symbol

We have applied to have our common stock listed on the NYSE under the symbol “SNOW.”

Except as otherwise indicated, all of the information in this prospectus:

• gives retroactive effect to a 0.974-for-1 reverse stock split that was completed on January 21, 2014;

• assumes no exercise of the underwriters’ option to purchase up to 2,343,750 additional shares of common stock;

• assumes an initial offering price of $16.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus; and

• excludes the shares of our common stock to be reserved for issuance under the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan, which will be equal to 10% of our outstanding shares as of the completion of this offering, and from which we intend to grant 18,750 shares of restricted stock to certain of our non-employee directors and 562,500 restricted stock units to certain executive officers and other employees at the time of this offering assuming an initial public offering price equal to $16.00 per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus). The actual number of shares of restricted stock and restricted stock units granted will vary depending on the actual initial public offering price per share in this offering. See “Management—Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan—New Plan Benefits”.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as other information contained in this prospectus, before deciding to invest in our common stock. The occurrence of any of the following risks could materially and adversely affect our business, prospects, financial condition, results of operations and cash flows, in which case the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Related to Our Business

Our industry is sensitive to weakness in the economy and we are subject to risks associated with the overall leisure industry.

Weak economic conditions in the United States and Canada or elsewhere in the world, including high unemployment and erosion of consumer confidence, could have a material adverse effect on our industry. We provide skiing and mountain adventure experiences with a relatively high cost of participation. An economic downturn could reduce consumer spending on recreational activities, resulting in declines in visits to, and spending at, our mountain resorts and CMH, which could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. For example, as a result of economic weakness in Europe in recent years, we saw a decline in European customers at CMH, which have historically comprised more than 40% of our total CMH winter customers. In addition, we may be unable to increase the price of our lift products or other offerings during an economic downturn despite our history of being successful in raising such prices under a variety of economic conditions.

Furthermore, our industry is sensitive to the willingness and ability of individuals to travel. Global or regional events, such as acts of terrorism, the spread of contagious diseases, political events or military conflicts, or increases in commercial airfare or gasoline prices could adversely impact an individual’s willingness or ability to travel to our properties, which could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Our industry is vulnerable to lack of adequate snowfall or unseasonable weather conditions.

The ability to attract winter customers to mountain resorts is influenced by adequate snowfall and weather conditions. Warm weather may result in rain, snow melt and inadequate natural snowfall and may render snowmaking wholly or partially ineffective in maintaining skiing conditions. For example, the North American 2011/2012 ski season was marked by some of the lowest natural snowfall amounts in 20 years and we saw a decline in skier visits during the 2011/2012 ski season compared to prior years. Conversely, extreme weather conditions may adversely affect the customer experience or result in lift closures and may also make it difficult for customers to access mountain resorts. The early season snow conditions and skier perceptions of early season snow conditions influence the momentum and success of the overall ski season, including pre-season sales of season passes and frequency cards at our mountain resorts. Although heli-skiing is less susceptible to customer fluctuations due to weather conditions than our mountain resorts, as most heli-skiing customers book their visits significantly in advance of the ski season, CMH remains susceptible to risks related to inclement weather because we provide customers with credits, which may be used during future seasons, if weather conditions prevent customers from reaching the guaranteed amount of vertical feet of skiing. As a result, inclement weather at our CMH sites during one ski season may materially adversely affect our CMH results of operations in future years when the credits are used. In addition, unseasonable weather or rain can adversely affect summer visits to our mountain resorts and heli-hiking sites.

Our business is highly seasonal and the occurrence of adverse events during our peak periods could have a material adverse effect on our results of operations and cash flows.

Although each of our mountain resorts and CMH operates as a four-season business, we generate the highest revenues during our second and third fiscal quarters, which is the peak ski season. As a result of the seasonality of our business, our mountain resorts and CMH typically experience operating losses during the first and fourth fiscal quarters of each fiscal year. In addition, throughout our peak quarters, we generate the highest daily revenues on weekends, during the Christmas/New Year’s and Presidents’ Day holiday periods and, in the case of our mountain resorts, during school spring breaks. Furthermore, we sell a significant portion of our season pass products, pre-sold destination packages and CMH trips during our first fiscal quarter. The seasonality of our revenues and our depen

20

dence on peak operating and selling periods increases the impact of certain events on our results of operations. The occurrence of any of the other risk factors discussed herein during these peak operating or selling periods could have a disproportionate and material adverse effect on our results of operations and cash flows.

Variations in the timing of peak periods, holidays and weekends may affect the comparability of our results of operations.

Depending on how peak periods, holidays and weekends fall on the calendar, in any given year we may have more or less peak periods, holidays and weekends in our second fiscal quarter compared to prior years, with a corresponding difference in our third fiscal quarter. These differences can result in material differences in our quarterly results of operations and affect the comparability of our results of operations.

We are vulnerable to the risk of natural disasters, including forest fires, avalanches, landslides, drought and hurricanes.

A severe natural disaster, such as a forest fire, avalanche, landslide, drought or hurricane, may not be fully covered by our insurance policies and may interrupt our operations, require evacuations, severely damage our properties and impede access to our properties in affected areas, any of which could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. In addition, our ability to attract customers to our properties is influenced by the aesthetics and natural beauty of the outdoor environment where our properties are located. A severe forest fire or other natural disaster could damage our properties or surrounding areas and have a long-term negative impact on customer visitation, as it would take several years for the environment to recover. Our insurance policies may not cover lost revenues due to a decline in visitation caused by damage to our properties or surrounding areas. In recent years, the combination of drought conditions and a pine-beetle epidemic has led to an increase in forest fires in the Western United States, including Colorado.

The high fixed cost structure of our businesses can result in significantly lower margins if visitation to our resorts declines.

Our profitability is highly dependent on visitation. However, the cost structure of our business has significant components that cannot be eliminated when skier visits decline, including costs related to utilities, information technology, insurance, year-round employees and equipment. The occurrence of other risk factors discussed herein could adversely affect visitation at our resorts and we may not be able to reduce fixed costs at the same rate as declining revenues. If cost-cutting efforts are insufficient to offset declines in revenues or are impracticable, we could experience a material decrease in our margins. Accordingly, our profits may be disproportionately reduced during periods of declining revenues.

A disruption in our water supply would impact our snowmaking capabilities and impact our operations.

Our operations are heavily dependent upon our access to adequate supplies of water to make snow and otherwise conduct our operations. Our mountain resorts are subject to federal, state, provincial and local laws and regulations relating to water rights. Changes in these laws and regulations may adversely affect our operations. In addition, drought conditions may adversely affect our water supply. At our mountain resorts in Colorado, we own or have ownership or leasehold interests in water rights individually or through stock ownership in ditch and reservoir companies, groundwater wells and other sources, and the availability of water through these sources is subject to change. In addition, in recent years the United States Forest Service (the “U.S. Forest Service”) has sought to obtain ownership of certain water rights owned by ski resorts located on U.S. Forest Service land. While the U.S. Forest Service has indicated that it no longer intends to seek ownership of such water rights, it may seek to impose limitations on the quantity of water used by a ski area and/or uses to which the water may be put. Our inability to access adequate supplies of water to support our current operations or an expansion of our operations would have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We face significant competition.

Our mountain resorts directly compete with other resorts in their respective local and regional markets, as well as with other major destination resorts. We also compete with other large resort operators for the sale of multi-mountain passes. Competition within the ski resort industry is based on multiple factors, including location, price, weather conditions, the uniqueness and perceived quality of the terrain for various levels of skill and ability, the atmosphere of the base village, the quality of food and entertainment and ease of travel to the resort (including direct flights by major airlines). In our Adventure segment, we face competition from heli-skiing and snowcat operators in

21

Canada and the United States. Within our Real Estate segment, our managed properties compete with rental management companies, locally-owned independent hotels, as well as facilities and timeshare companies that are owned or managed by national and international chains. These properties also compete for convention and conference business across the North American market. Competition within the hotel and lodging industry is generally based on quality and consistency of rooms, restaurants and meeting facilities and services, attractiveness of locations, availability of a global distribution system, price and other factors. Our competitors may have access to greater financial, marketing and other resources and may have access to financing on more attractive terms than us. As a result, they may be able to devote more resources to improving and marketing their offerings or more readily take advantage of acquisitions or other opportunities. If we are unable to compete successfully, our business, prospects, financial condition, results of operations and cash flows will be materially adversely affected.

We are not the sole property manager at our real estate developments.

We manage a significant portion of the bed base at our resorts and manage rental properties through our Real Estate segment. An individual that has purchased a condominium in one of our developments is not obligated to use our rental management services and, in recent years, third-party services that assist condominium owners in leasing their units without our involvement have become more prevalent. As a result, we have experienced a decline in the number of condominium owners using our rental management services.

In addition, since we are uninvolved in transactions where the condominium owner uses a third-party manager, we are unable to control the quality of the leased units or the customer experience. If customers are unsatisfied, the reputation of the entire development, including units we manage, may be harmed, as most customers do not distinguish between units managed by us and units managed by third parties. If a development’s reputation for a positive customer experience deteriorates, it may become more challenging for us to attract customers to these developments. A decline in customers at a development located at one of our mountain resorts may also lead to a decline in revenues throughout the resort’s business.

Changes in consumer tastes and preferences may affect skier visits at our mountain resorts.

Our success depends on our ability to attract skiers to our mountain resorts. Changes in consumer tastes and preferences, particularly those affecting the popularity of skiing, and other social and demographic trends could adversely affect visitation at our mountain resorts. Furthermore, a reduction in average household income in some of the areas near our resorts, compared to historic levels, combined with the increasing cost of skiing, may make skiing unaffordable for a large percentage of that population. A significant decline in skier visits compared to historical levels would have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We operate on government land pursuant to the terms of governmental permits that may be revoked or not renewed.

We do not own all of the land on which we conduct our operations. Certain of our mountain resorts and CMH operate on federal or Crown land or land owned by other governmental entities pursuant to the terms of governmental permits, leases or other agreements. In many cases, the permits, leases or other agreements give the applicable agency, including the U.S. Forest Service, the right to review and comment on the construction of improvements in the applicable area and on certain other operational matters. Certain permits, leases or other agreements may also be terminated or modified by the applicable agency for specific reasons or in the event we fail to perform our obligations under the applicable permits, leases or other agreements. In addition, the permits, leases or other agreements may not be renewed. A termination or modification of any of our permits, leases or other agreements could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. Finally, British Columbia may issue additional permits or licenses to third parties related to the land on which CMH operates, and such additional permits and licenses may deteriorate the heli-skiing experience at CMH and increase competition.

Our operations are subject to extensive laws, rules, regulations and policies administered by various federal, state, provincial and other governmental authorities.

Our operations are subject to a variety of federal, state, provincial and local laws and regulations, including those relating to lift operations, emissions to the air, discharges to water, storage, treatment and disposal of fuel, water and wastes, land use, remediation of contaminated sites and protection of the environment, natural resources and wildlife. We are also subject to worker health and safety laws and regulations. From time to time our operations are subject to inspections by environmental regulators or other regulatory agencies and we may be required to undertake certain

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remediation activities, including in connection with the onsite use and storage of chemicals and petroleum products that may result in spills or releases. Although to date the costs associated with remediation activities have been immaterial, we may be required to incur material remediation costs in the future. Our efforts to comply with applicable laws and regulations do not eliminate the risk that we may be held liable for breaches of these laws and regulations, which may result in fines and penalties or subject us to claims for damages. Liability for any fines, penalties, damages or remediation costs, or changes in applicable laws or regulations, could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Our business is capital intensive.

We must regularly expend capital to construct, maintain and renovate our properties in order to remain competitive, maintain the value and brand standards of our properties and comply with applicable laws and regulations. We cannot always predict where capital will need to be expended in any fiscal year and capital expenditures can increase due to forces beyond our control. Further, we cannot be certain that we will have enough capital or that we will be able to raise capital by issuing equity or debt securities or through other financing methods on reasonable terms, if at all, to execute our business plan. A lack of available funds for capital expenditures could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

In addition, our ability to construct, maintain and renovate our properties is subject to a number of risks, including:

• construction delays or cost overruns, including those related to labor and materials;

• the requirement to obtain zoning, occupancy and other required permits or authorizations;

• governmental restrictions on the size or kind of development;

• force majeure events, including forest fires, avalanches, landslides, drought or hurricanes;

• design defects; and

• environmental concerns.

If we are not able to complete capital projects on schedule, or if our investments fail to improve the properties in the manner that we expect, our ability to compete effectively would be diminished and our business, prospects, financial condition, results of operations and cash flows could be materially adversely affected.

We are dependent on significant infrastructure and equipment.

Our infrastructure and equipment, including lifts and helicopters, is costly to maintain, repair and replace and is susceptible to unscheduled maintenance. Much of our infrastructure and equipment will eventually need to be replaced or significantly repaired or modernized, which could result in interruptions to our business, particularly if a key lift at one of our mountain resorts were to require repair during a peak period. The potential interruptions and costs associated with lift replacements may be compounded by the fact there are a limited number of lift manufacturers and a significant portion of the lifts at North American mountain resorts were installed at approximately the same time, and thus may be due for replacement at approximately the same time. In certain cases, the cost of infrastructure or equipment repair or replacement may not be justified by the revenues at the applicable property. As a result, we may close a property, or reduce its offerings, if we determine that it is not cost efficient to replace, maintain or repair our infrastructure and equipment at the property.

Our future acquisitions or other growth opportunities may not be successful.

We actively evaluate potential acquisitions of, and investments in, businesses, properties or assets and we may actively pursue such opportunities from time to time, some of which could be significant. In addition, we intend to evaluate “capital light” opportunities such as managing third-party resort assets and entering into real estate development partnerships. The success of these strategies will depend, in part, on our ability to:

• identify suitable businesses, properties and assets;

• negotiate acquisition or other agreements on acceptable terms;

• complete the transactions within our expected time frame and budget;

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• improve the results of operations of the acquired businesses and properties and successfully integrate their operations into our own; and

• respond to any concerns expressed by regulators, including antitrust or competition law concerns.

We may fail to properly complete any or all of these steps. In many cases, we will be competing for these opportunities with third parties that may have substantially greater financial resources than we do.

In addition to facing competition in identifying and consummating successful transactions, acquisitions and other transactions could involve significant risks, including:

• our over-valuation of acquired companies, properties or assets;

• delays in realizing or a failure to realize the benefits, revenues, cost savings and synergies that we anticipate;

• failure to retain key personnel or business relationships and maintain the reputation of the acquired company, property or asset;

• the potential impairment of acquired assets;

• insufficient, or no, indemnification for legal liabilities;

• the assumption of known or unknown liabilities and additional risks of the acquired businesses or properties, including environmental liabilities; and

• operating difficulties that require significant financial and managerial resources that would otherwise be available for the ongoing development or expansion of our existing operations.

We may not be able to obtain financing for acquisitions or other transactions on attractive terms, or at all, and the ability to obtain financing may be restricted by the terms of our outstanding indebtedness or other indebtedness we may incur. In addition, our competitors may be able to obtain financing on more attractive terms than us.

Steamboat is highly dependent on subsidized direct air service from major hub airports.

Most of Steamboat’s customers fly directly from large hub airports to the Yampa Valley Regional Airport, which is 25 miles from the resort. Each ski season, we enter into agreements with major airlines to fly these routes and provide the airlines with subsidies if passenger volume falls below certain pre-established levels. If the routes prove unprofitable to the airlines and any of these airlines decides to stop service to this airport, Steamboat’s skier visits would be materially adversely affected.

We rely on information technology to operate our businesses and maintain our competitiveness, and any failure to adapt to technological developments or industry trends could harm our business.

We depend on the use of information technology and systems, including technology and systems used for reservations, point of sale, e-commerce, accounting, procurement, administration and technologies we make available to our customers. We are currently in the process of updating or replacing many of these systems. Delays or difficulties in implementing these new or enhanced systems may keep us from achieving the desired results in a timely manner or at all. Any interruptions, outages or delays in our systems, or deterioration in their performance, could impair our ability to process transactions and could decrease the quality of service that we offer to our customers.

Our future success depends on our ability to adapt our infrastructure to meet rapidly evolving consumer trends and demands and to respond to competitive service and product offerings. The failure to adopt new technologies and systems in the future may have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Non-compliance with Payment Card Industry Data Security Standards (“PCI DSS”) may subject us to fines, penalties and civil liability.

We are subject to compliance with PCI DSS, an information security standard for organizations that handle cardholder information from major debit and credit card companies. Currently, we are not fully compliant with PCI DSS. We are currently taking steps to achieve compliance, but our efforts to comply with PCI DSS may result in significant expenses and our ongoing failure to fully comply with PCI DSS may subject us to fines, penalties and civil

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liability, and may result in the loss of our ability to accept debit and credit card payments or prohibit us from processing transactions through American Express, MasterCard, VISA and other card and payment networks. Even if we become compliant with PCI DSS or other applicable standards, we still may not be able to prevent security breaches involving customer transaction data.

Failure to maintain the integrity of customer or employee data could result in damage to our reputation and subject us to fines, penalties and civil liability.

We collect and store personally identifiable information from customers and employees in the course of doing business and use it for a variety of business purposes, including marketing to our customers through various forms of media. State, provincial and federal governments have enacted laws and regulations to protect consumers and employees against identity theft, including laws governing treatment of personally identifiable information. The regulatory environment and increased threats to the data we store has increased our costs of doing business. Any failure on our part to implement appropriate safeguards or to detect and provide prompt notice of breaches or unauthorized access as required by applicable laws could result in damage to our reputation and subject us to fines, penalties and civil liabilities. If we are required to pay any significant amounts in satisfaction of claims under these laws, or if we are forced to cease our business operations for any length of time as a result of our inability to comply fully with any such law, our business, prospects, financial condition, results of operations and cash flows may be materially adversely affected.

Our business depends on the quality and reputation of our brands, and any deterioration in the quality or reputation of our brands could have an adverse impact on our business.

A negative public image or other adverse events could affect the reputation of one or more of our mountain resorts and other businesses or more generally impact the reputation of our company. If the reputation or perceived quality of our brands declines, our business, prospects, financial condition, results of operations and cash flows could be materially adversely affected. The unauthorized use of our trademarks could also diminish the value of our brands and their market acceptance, competitive advantages or goodwill, which could adversely affect us. In addition, a negative public image or other adverse event occurring in an industry where we operate or a related industry may harm our reputation even if such image or event does directly relate to our brands or business.

We are subject to risks related to currency fluctuations.

We present our financial statements in United States dollars. Our operating results are sensitive to fluctuations in foreign currency exchange rates, as a significant portion of our revenues and operating expenses are transacted in Canadian dollars, principally at Tremblant and within our Adventure segment. During fiscal 2013, approximately 41.6% of our total revenues and 41.3% of our total operating expenses were denominated in Canadian dollars. A significant fluctuation in the Canada/U.S. exchange rate could therefore have a significant impact on our results of operations after translating our Canadian operations into United States dollars. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Discussion About Market Risk—Foreign Currency Fluctuations.”

Currency variations can also contribute to variations in sales at our mountain resorts and CMH because volatility in foreign exchange rates can impact our customers’ willingness to purchase lift passes or CMH packages. For example, an increase in the value of the Canadian dollar compared to the United States dollar or euro may make our CMH packages less attractive to American and European skiers, respectively.

Certain circumstances may exist whereby our insurance coverage may not cover all possible losses and we may not be able to renew our insurance policies on favorable terms, or at all.

Although we maintain various property and casualty insurance policies and undertake safety and loss prevention programs to address certain risks, our insurance policies do not cover all types of losses and liabilities and in some cases may not be sufficient to cover the ultimate cost of claims which exceed policy limits. If we are held liable for amounts exceeding the limits of our insurance coverage or for claims outside the scope of our coverage, our business, prospects, financial condition, results of operations and cash flows could be materially adversely affected.

In addition, we may not be able to renew our current insurance policies on favorable terms, or at all. Our ability to obtain future insurance coverage at commercially reasonable rates could be materially adversely affected if we or other companies within or outside our industry sustain significant losses or make significant insurance claims.

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We are subject to litigation in the ordinary course of business and related to our legacy real estate development activities.

We are involved in various lawsuits and claims that may include, among other things, claims or litigation relating to personal injury and wrongful death, allegations of violations of laws and regulations relating to our real estate activities, labor and employment, intellectual property and environmental matters, and commercial contract disputes. For example, we are, from time to time, subject to various lawsuits and claims related to injuries occurring at our properties, including due to the use, operation or maintenance of our trails, lifts, aircraft and other facilities.

In addition, we are a defendant in lawsuits related to our pre-2010 legacy real estate construction- and sales-phase development activities, including claims related to alleged construction defects and alleged violations of state and federal laws that require providing purchasers with certain mandated disclosures. Any such claims, regardless of merit, are time consuming and expensive to defend and could divert management’s attention and resources and may materially adversely affect our reputation, even if resolved in our favor. Accordingly, the outcome or existence of current or future litigation may have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We depend on a seasonal workforce.

We recruit year-round to fill thousands of seasonal positions. Because much of this hiring is done months in advance of the start of the applicable season, we may not be able to accurately predict our staffing needs. In addition, we may not be able to recruit and hire adequate seasonal personnel or hire such personnel at costs consistent with our costs in prior years. This risk is heightened in periods of economic strength, as the market for seasonal labor may become more competitive.

If we do not retain our key personnel or maintain adequate succession plans, our business may suffer.

The success of our business depends, in part, on our senior management, including our chief executive officer, William Jensen, and the development of adequate succession plans. The departure of any key member of the management team and the failure to maintain an adequate succession plan could adversely affect our business and the trading price of our common stock.

We are subject to risks associated with our workforce.

We are subject to various federal, state and provincial laws governing matters such as minimum wage requirements, overtime compensation and other working conditions, citizenship requirements, discrimination and family and medical leave. Our operations in Canada are also subject to laws that may require us to make severance or other payments to employees upon their termination. In addition, we are continuing to assess the impact of U.S. federal healthcare reform law and regulations on our healthcare benefit costs, which will likely increase the amount of healthcare expenses paid by us. Immigration law reform could also impact our workforce because we recruit and hire foreign nationals as part of our seasonal workforce. If our labor-related expenses increase, our operating expenses could increase and our business, financial condition and results of operations could be harmed.

From time to time, we have also experienced non-union employees attempting to unionize. While only a small portion of our employees are unionized at present, we may experience additional union activity in the future. In addition, future legislation could make it easier for unions to organize and obtain collectively bargained benefits, which could increase our operating expenses and negatively affect our business, prospects, financial condition, results of operations and cash flows.

Our real estate development strategy may not be successful.

Our real estate development activities are focused on designing strategies for the development of the land surrounding the base areas of our mountain resorts. Prior to 2010, we were actively engaged in the development of residential real estate, primarily in the United States and Canada. Since 2010, our real estate development activities have been limited to the preservation of core development parcels located at our resorts and, more recently, designing strategies for the future development of this land. Our ability to implement any of these strategies and realize the anticipated benefits of future real estate development projects is subject to a number of risks, including:

• lack of improvement, or deterioration, in real estate markets;

• difficulty in selling units or the ability of buyers to obtain necessary funds to close on units;

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• escalation in construction costs due to price increases in commodities, unforeseen conditions, inadequate designs or other causes;

• work stoppages and inadequate internal resources to manage projects;

• shortages in building materials;

• difficulty in financing real estate development projects; and

• difficulty in receiving necessary regulatory approvals.

If these projects are not implemented, in addition to not realizing intended profits from the real estate developments and sales from ancillary products, our customers may choose to go to other resorts that they perceive to have better residential offerings, which could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. In addition, even if we increase the number of units or beds at our mountain resorts, the projects may not be successful and we may be unable to realize incremental visitor growth or profits.

CMH is dependent on Alpine Helicopters.

In January 2013, we restructured our Alpine Helicopters business to comply with Canadian foreign ownership regulations governing aviation flight services in Canada. The restructuring involved the formation of a new flight services company, Alpine Helicopters. We own a 20% equity interest in Alpine Helicopters and the remaining 80% is held in trust for the benefit of the management and employees of Alpine Helicopters, including the pilots and crew members that support our helicopter operations. We consolidate Alpine Helicopters for GAAP purposes because we are the primary beneficiary.

Alpine Helicopters employs all the pilots who fly the helicopters in the CMH land tenures. As a result of its reliance on Alpine Helicopters, CMH’s business and operations would be negatively affected if Alpine Helicopters were to experience significant disruption affecting its ability to provide helicopter services to CMH. The partial or complete loss of Alpine Helicopter’s services, or a significant adverse change in our relationship with Alpine Helicopters, could result in lost revenue and added costs and harm the image and reputation of CMH as well as negatively impact the CMH customer experience.

Pursuant to a shareholders agreement, we may be required to purchase Blue Mountain Resorts Holdings Inc.’s equity interest in Blue Mountain Resorts Limited.

We and Blue Mountain Holdings each own a 50% equity interest in Blue Mountain Resorts Limited. Pursuant to a shareholders agreement, we have granted Blue Mountain Holdings a put option pursuant to which Blue Mountain Holdings may, subject to certain limitations, sell to us (i) all of its equity interest in Blue Mountain Resorts Limited or (ii) between 10% and 25% of the total amount of the outstanding equity of Blue Mountain Resorts Limited. In both cases, we would be required to purchase the equity interest at 90% of its fair market value. We may not have sufficient cash available to purchase the equity interest if the put option is exercised and we may be required to obtain financing to fund the purchase. Such financing may be unavailable, or only available on unattractive terms. Accordingly, the exercise of the put right by Blue Mountain Holdings may have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Climate change may adversely impact our results of operations.

There is a growing political and scientific consensus that emissions of greenhouse gases continue to alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate. The effects of climate change, including any impact of global warming, could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Warmer overall temperatures and other effects of climate change may adversely affect skier visits and our revenue and profits. In addition, a steady increase in global temperatures could shorten the ski season. Changes to the amount of snowfall and differences in weather patterns may increase our snowmaking expense, inhibit our snowmaking capabilities and negatively impact skier perceptions of the ski season.

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We may be required to further write down our assets.

Under GAAP, if we determine goodwill, intangible assets or real estate held for development are impaired, we are required to write down these assets and record a non-cash impairment charge. As of September 30, 2013, we had goodwill of $94.6 million, intangible assets of $64.5 million and real estate held for development of $154.6 million. Intangible assets consist primarily of permits and licenses, trademarks and tradenames and customer relationships.

We had impairment charges on goodwill, intangible assets and real estate held for development of $149.5 million, $12.5 million and $1.2 million in fiscal 2011, 2012 and 2013, respectively, and $0.1 million and $0.6 million in the three months ended September 30, 2012 and 2013, respectively. Determining whether an impairment exists and the amount of the potential impairment involves quantitative data and qualitative criteria that are based on estimates and assumptions requiring significant management judgment. Future events or new information may change management’s valuation of goodwill, intangible assets or real estate held for development in a short amount of time. The timing and amount of impairment charges recorded in our consolidated statements of operations and write-downs recorded in our consolidated balance sheets could vary if management’s conclusions change. Any impairment of goodwill, intangible assets or real estate held for development could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We have underfunded pension obligations.

As of September 30, 2013, we had underfunded pension plan liabilities in frozen pension plans in the amount of $35.6 million. Significant changes in the market values of the investments held to fund the pension obligations or a change in the discount rate used to measure these pension obligations may result in a significant increase or decrease in the valuation of these pension obligations, and these changes may affect the net periodic pension cost in the year the change is made and in subsequent years. We may not generate sufficient cash flow to satisfy these obligations. Any inability to satisfy these pension obligations could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We may not be able to fully utilize our net operating loss carryforwards.

We have recorded a full valuation allowance against these net operating loss carryforwards because we believe that uncertainty exists with respect to the future realization of the loss carryforwards as well as with respect to the amount of the loss carryforwards that will be available in future periods. In addition, these loss carryforwards will be reduced as a result of the Restructuring. To the extent available, we intend to use these net operating loss carryforwards to offset future taxable income associated with our operations. There can be no assurance that we will generate sufficient taxable income in the carryforward period to utilize any remaining loss carryforwards before they expire.

In addition, Section 382 and related provisions of the Internal Revenue Code of 1986, as amended (the “Code”), contains rules that limit for U.S. federal income tax purposes the ability of a company that undergoes an “ownership change” to utilize its net operating losses and certain other tax attributes existing as of the date of such ownership change. Under these rules, such an ownership change is generally an increase in ownership by one or more “five percent shareholders,” within the meaning of Section 382 of the Code, of more than 50% of a company’s stock, directly or indirectly, within a rolling three-year period. If we undergo one or more ownership changes within the meaning of Section 382 of the Code, or if one has already occurred, our net operating losses and certain other tax attributes existing as of the date of each ownership change may be unavailable, in whole or in part, to offset our income and/or reduce or defer our future taxable income associated with our operations, which could have a negative effect on our financial results. While we believe that we have not undergone such an ownership change as of the date hereof, because such an event is outside of our control, no assurance can be given that an ownership change has not already occurred or that this offering (or subsequent transactions) will not result in an ownership change. Any future offerings of equity securities by us or sales of common stock by the Initial Stockholders would increase the likelihood that we undergo an “ownership change” within the meaning of Section 382 of the Code. If an ownership change occurs, the annual utilization of our net operating loss carryforwards and certain other tax attributes may be materially and adversely affected. Upon completion of this offering, our ability to raise future capital by issuing common stock without causing an ownership change may be materially limited.

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The Restructuring will reduce our tax attributes.

As a result of the Restructuring, we expect to realize a significant amount of cancellation of debt (“COD”) income. While we do not believe this COD income will result in an immediate tax liability, we will be required to reduce certain of our tax attributes, including, potentially, our net operating loss carryforwards and the tax basis of our assets. These reductions could result in fewer of our net operating losses being available to offset future taxable income associated with our operations, and could increase the gain (or decrease the loss) that we realize on future dispositions of our assets. Accordingly, such reductions could increase our taxable income, or decrease our taxable loss, in future years.

If we are unable to successfully remediate material weaknesses in our internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

In connection with the audit of the fiscal 2013 consolidated financial statements of Cayman L.P., our auditors noted several significant deficiencies in our controls, principally as a result of our financial reporting system and accounting resources not being adequate for a public reporting company of our size and complexity. Due to the aggregate amount of significant deficiencies noted across our information technology systems and the risk of unauthorized access to financial reporting systems, as well as the lack of resources that existed within our financing and accounting function required to record complex and non-routine transactions in a timely manner, our management believes that the combination of significant deficiencies constitute a material weakness in internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting that results in more than a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

We have incurred, and expect to continue to incur, significant costs to remediate the deficiencies identified in connection with the audit of the fiscal 2013 consolidated financial statements of Cayman L.P. To date, we have hired several senior information technology professionals and additional personnel with public company financial reporting expertise. We have also begun evaluating and implementing system upgrades as well as further developing and documenting our accounting policies and financial reporting procedures. We cannot assure you, however, that these or other measures will fully remediate the deficiencies or material weakness described above. We also cannot assure you that we have identified all of our existing significant deficiencies and material weaknesses, or that we will not in the future have additional significant deficiencies or material weaknesses.

Neither we nor our independent registered public accounting firm has performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act. Commencing with our annual report on Form 10-K for fiscal 2015, we will be required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Section 404 of the Sarbanes-Oxley Act also generally requires an attestation from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of the exemption permitting us not to comply with the independent registered public accounting firm attestation requirement. It is possible that, had we or our independent registered public accounting firm performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act in connection with the audit of the fiscal 2013 consolidated financial statements of Cayman L.P., additional significant deficiencies and material weaknesses may have been identified.

Our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management efforts. If we fail to implement the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, we may be subject to sanctions or investigations by regulatory authorities, including the SEC and the NYSE. Furthermore, if we are unable to conclude that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by regulatory authorities, including the SEC and the NYSE. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

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Risks Related to Our Organization and Structure

If the ownership of our common stock continues to be highly concentrated and certain stockholders maintain a right to nominate up to a majority, plus two, of our directors, it may prevent you and other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest.

Immediately following the completion of this offering, the Initial Stockholders will beneficially own approximately 65.3% of our outstanding common stock or 60.1% if the underwriters’ option to purchase additional shares is fully exercised. As a result, the Initial Stockholders will beneficially own shares sufficient for the majority vote over all matters requiring a stockholder vote, including:

• the election of directors;

• mergers, consolidations and acquisitions;

• the sale of all or substantially all of our assets and other decisions affecting our capital structure;

• the amendment of our certificate of incorporation and our bylaws; and

• our winding up and dissolution.

In addition, pursuant to the Stockholders Agreement, Fortress may designate directors for nomination and election to our board of directors. Pursuant to these provisions, Fortress has the ability to appoint up to a majority of the members of our board of directors, plus two directors, for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress beneficially own, directly or indirectly, at least 30% of our issued and outstanding common stock and certain other conditions are met.

This concentration of ownership may delay, deter or prevent acts that would be favored by our other stockholders. The interests of the Initial Stockholders may not always coincide with our interests or the interests of our other stockholders. This concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of us. Also, the Initial Stockholders may seek to cause us to take courses of action that, in their judgment, could enhance their investment in us, but which might involve risks to our other stockholders or adversely affect us or our other stockholders, including investors in this offering. As a result, the market price of our common stock could decline or stockholders might not receive a premium over the then-current market price of our common stock upon a change in control. In addition, this concentration of share ownership and the ability of Fortress to appoint up to a majority of the members of our board of directors, plus two directors, may adversely affect the trading price of our common stock because investors may perceive disadvantages in owning shares in a company with significant stockholders. See “Principal and Selling Stockholders,” “Description of Capital Stock—Anti-Takeover Effects of Delaware Law, Our Restated Certificate of Incorporation and Our Amended and Restated Bylaws” and “Certain Relationships and Related Party Transactions—Designation and Election of Directors.”

We do not anticipate paying dividends on our common stock.

Any declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors in accordance with applicable law after taking into account various factors, including our financial condition, our operating results, our current and anticipated cash needs, the impact on our effective tax rate, our indebtedness, legal requirements and other factors that our board of directors deems relevant. Our debt agreements limit our ability to pay dividends.

Because we are a holding company, our ability to pay cash dividends on our common stock will depend on the receipt of dividends or other distributions from our subsidiaries. Under Delaware law, dividends may be payable only out of surplus, which is calculated as our net assets less our liabilities and our capital, or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Until such time that we pay a dividend, our investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Future offerings of equity securities by us or sales of our common stock by our Initial Stockholders may adversely affect us.

In the future, we may issue additional shares of our common stock or other equity securities in connection with financing transactions, our incentive plans or acquisitions. Issuing additional shares of our common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our common stock or both. Preferred shares, if issued, could have a

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preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their stockholdings in us. See “Description of Capital Stock.”

In addition, any issuances of stock by us or sales of stock by the Initial Stockholders would increase the likelihood that we undergo, or may cause, an “ownership change” within the meaning of Section 382 of the Code. If we undergo one or more ownership changes within the meaning of Section 382 of the Code, our net operating losses and certain other tax attributes existing as of the date of each ownership change may be unavailable, in whole or in part, to offset our income and/or reduce or defer our future taxable income associated with our operations, which could have a negative effect on our liquidity. No assurance can be given that any such stock issuance or sale will not cause us to undergo an ownership change within the meaning of Section 382 of the Code. The Initial Stockholders’ interests may differ from our interests or the interests of our other stockholders and the Initial Stockholders may decide to sell shares of stock following this offering, even if such sale would not be favorable to us or our other stockholders or would result in us undergoing an “ownership change” within the meaning of Section 382 of the Code.

Certain provisions of the Stockholders Agreement, our restated certificate of incorporation and our amended and restated bylaws could hinder, delay or prevent a change in control of us, which could adversely affect the price of our common stock.

The Stockholders Agreement, our restated certificate of incorporation and our amended and restated bylaws contain provisions that could make it more difficult for a third party to acquire us without the consent of our board of directors or Fortress. These provisions provide for:

• a classified board of directors with staggered three-year terms;

• removal of directors only for cause and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote (provided, however, that for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress beneficially own, directly or indirectly, at least 30% of our issued and outstanding common stock, directors may be removed with or without cause with the affirmative vote of a majority of the voting interest of stockholders entitled to vote);

• provisions in our restated certificate of incorporation and amended and restated bylaws prevent stockholders from calling special meetings of our stockholders (provided, however, that for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress beneficially own, directly or indirectly, at least 20% of our issued and outstanding common stock, any stockholders that collectively beneficially own at least 20% of our issued and outstanding common stock may call special meetings of our stockholders);

• advance notice requirements by stockholders with respect to director nominations and actions to be taken at annual meetings;

• certain rights to Fortress with respect to the designation of directors for nomination and election to our board of directors, including the ability to appoint up to a majority of the members of our board of directors, plus two directors, for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress beneficially own, directly or indirectly, at least 30% of our issued and outstanding common stock and certain other conditions are met. See “Certain Relationships and Related Party Transactions—Stockholders Agreement;”

• no provision in our restated certificate of incorporation or amended and restated bylaws for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election;

• our restated certificate of incorporation and our amended and restated bylaws only permit action by our stockholders outside a meeting by unanimous written consent, provided, however, that for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress beneficially own, directly or indirectly, at least 20% of our issued and outstanding common stock, our stockholders may act without a meeting by written consent of a majority of our stockholders; and

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• under our restated certificate of incorporation, our board of directors has the authority to cause the issuance of preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders. Nothing in our restated certificate of incorporation precludes future issuances without stockholder approval of the authorized but unissued shares of our common stock.

In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by Fortress, our management or our board of directors. Public stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is favorable to stockholders. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or change our management and board of directors and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium. See “Description of Capital Stock—Anti-Takeover Effects of Delaware Law, Our Amended and Restated Certificate of Incorporation and Our Amended and Restated Bylaws.”

Fortress and its affiliates have the right to engage or invest in the same or similar businesses as us and the corporate opportunity provisions in our restated certificate of incorporation could enable Fortress and certain stockholders to benefit from corporate opportunities that might otherwise be available to us.

Fortress has other investments and business activities in addition to their ownership of us, including in the industries in which we operate. Fortress or its affiliates, including the Initial Stockholders, have the right, and have no duty to abstain from exercising such right, to engage or invest in the same or similar businesses as us, do business with any of our customers or vendors or employ or otherwise engage any of our officers, directors or employees.

Under our restated certificate of incorporation, if Fortress or its affiliates, including the Initial Stockholders, or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty to offer such corporate opportunity to us, our stockholders or affiliates. In addition, we have renounced any interest or expectancy in, or in being offered an opportunity to participate in, such corporate opportunities and in the event that any of our directors and officers who is also a director, officer or employee of any of Fortress or its affiliates, including the Initial Stockholders, acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as our director or officer and such person acted in good faith, then such person is deemed to have fully satisfied such person’s fiduciary duty and is not liable to us if any of Fortress or its affiliates, including the Initial Stockholders, pursues or acquires such corporate opportunity or if such person did not present the corporate opportunity to us.

Our restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Pursuant to our restated certificate of incorporation, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or (iv) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants. In the event that the Court of Chancery lacks jurisdiction over any such action or proceeding, our restated certificate of incorporation will provide that the sole and exclusive forum for such action or proceeding will be another state or federal court located within the State of Delaware. Our restated certificate of incorporation will further provide that any person or entity purchasing or otherwise acquiring any interest in shares of our common stock is deemed to have notice of and consented to the foregoing provision. The forum selection clause in our amended and restated certificate of incorporation may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

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Risks Related to our Indebtedness

The New Credit Agreement contains, and future debt agreements may contain, restrictions that may limit our flexibility in operating our business.

The New Credit Agreement contains, and documents governing our future indebtedness may contain, numerous covenants that limit the discretion of management with respect to certain business matters. These covenants place restrictions on, among other things, our ability and the ability of our subsidiaries to incur or guarantee additional indebtedness, pay dividends and make other distributions and restricted payments, make certain loans, acquisitions and other investments, enter into agreements restricting our subsidiaries’ ability to pay dividends, engage in certain transactions with stockholders or affiliates, sell certain assets or engage in mergers, acquisitions and other business combinations, amend or otherwise alter the terms of our subordinated indebtedness and create liens. The New Credit Agreement also requires, and documents governing our future indebtedness may require, us or our subsidiaries to meet certain financial ratios and tests in order to incur certain additional debt, make certain loans, acquisitions or other investments, or pay dividends or make other distributions or restricted payments. Our ability and the ability of our subsidiaries to comply with these and other provisions of our debt agreements is dependent on our future performance, which will be subject to many factors, some of which are beyond our control. The breach of any of these covenants or noncompliance with any of these financial ratios and tests could result in an event of default under the applicable debt agreement, which, if not cured or waived, could result in acceleration of the related debt and the acceleration of debt under other instruments evidencing indebtedness that may contain cross-acceleration or cross-default provisions. Variable rate indebtedness subjects us to the risk of higher interest rates, which could cause our future debt service obligations to increase significantly.

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under our indebtedness.

Following this offering, we will be significantly leveraged. As of September 30, 2013, our total indebtedness on a pro forma basis after giving effect to the Pro Forma Transactions was $584.5 million. Our significant leverage could have important consequences, including the following: (i) a substantial portion of our cash flow from operations will be dedicated to the payment of principal and interest on indebtedness, thereby reducing the funds available for operations, future business opportunities and capital expenditures; (ii) our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate purposes in the future may be limited; (iii) certain of our borrowings are at variable rates of interest, which increase our vulnerability to increases in interest rates; (iv) we will be at a competitive disadvantage to lesser leveraged competitors; (v) we may be unable to adjust rapidly to changing market conditions; (vi) the debt service requirements of our indebtedness could make it more difficult for us to satisfy our financial obligations; and (vii) we may be vulnerable in a downturn in general economic conditions or in our business and we may be unable to carry out activities that are important to our growth.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance indebtedness depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors beyond our control, including the availability of financing in the international banking and capital markets.

Risks Related to this Offering

An active trading market for our common stock may never develop or be sustained.

Although we have applied to have our common stock listed on the NYSE, an active trading market for our common stock may not develop on that exchange or elsewhere or, if developed, that market may not be sustained. Accordingly, if an active trading market for our common stock does not develop or is not maintained, the liquidity of our common stock, your ability to sell your shares of common stock when desired and the prices that you may obtain for your shares of common stock will be adversely affected.

The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders.

Even if an active trading market develops, the market price of our common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. The initial public offering price of our common stock will be determined by

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negotiation among us, the selling stockholder and the representatives of the underwriters based on a number of factors and may not be indicative of prices that will prevail in the open market following completion of this offering. If the market price of our common stock declines significantly, you may be unable to resell your shares at or above your purchase price, if at all. The market price of our common stock may fluctuate or decline significantly in the future. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

• quarterly variations in our operating results;

• operating results that vary from the expectations of securities analysts and investors;

• change in valuations;

• changes in the industries in which we operate;

• announcements by us or companies in our industries of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, capital commitments, plans, prospects, service offerings or operating results;

• additions or departures of key personnel;

• future sales of our securities;

• other risk factors discussed herein; and

• other unforeseen events.

Stock markets in the United States have experienced extreme price and volume fluctuations. Market fluctuations, as well as general political and economic conditions such as acts of terrorism, prolonged economic uncertainty, a recession or interest rate or currency rate fluctuations, could adversely affect the market price of our common stock.

The unaudited pro forma condensed consolidated financial information does not purport to be indicative of what our actual results of operations and financial condition would have been or will be.

The unaudited pro forma condensed consolidated financial information included in this prospectus is for illustrative and informational purposes only and does not necessarily reflect our results of operations or financial condition had the Pro Forma Transactions occurred at an earlier date. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project our future results of operations and financial condition.

In addition, the pro forma condensed consolidated statement of operations excludes certain non-recurring items that we expect to incur in connection with the Pro Forma Transactions, including costs related to legal, accounting and consulting service. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”

The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets.

After this offering, there will be 45,007,000 shares of common stock outstanding. Of our issued and outstanding shares, all the common stock sold in this offering will be freely transferable, except for any shares held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act of 1933 (the “Securities Act”). Following completion of the offering, approximately 65.3% of our outstanding common stock (or 60.1% if the underwriters exercise their option to purchase additional shares in full) will be held by the Initial Stockholders and, subject to the lock-up restrictions described below, can be resold into the public markets in the future in accordance with the requirements of Rule 144. See “Shares Eligible For Future Sale.”

We and our executive officers, directors and the Initial Stockholders have agreed with the underwriters that, subject to certain exceptions, for a period of 180 days after the date of this prospectus, we and they will not directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of any common stock or any securities convertible into or exercisable or exchangeable for common stock, or in any manner transfer all or a portion of the economic consequences associated with the ownership of common stock, or cause a registration statement covering any common stock to be filed, without the prior written consent of Goldman, Sachs & Co. See “Underwriting.”

Pursuant to the Stockholders Agreement, the Initial Stockholders, certain of their affiliates and permitted third party transferees have the right, in certain circumstances, to require us to register their shares of our common stock

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under the Securities Act for sale into the public markets. The timing of such sales is uncertain and could be influenced by numerous factors, including the market price of our common stock, economic conditions and the contractual obligations or liquidity needs of the Initial Stockholders or their affiliates. All shares sold pursuant to the registration statement will be freely transferable. See “Certain Relationships and Related Party Transactions—Stockholders Agreement.”

The market price of our common stock may decline significantly when the restrictions on resale by our Initial Stockholders lapse. A decline in the price of our common stock might impede our ability to raise capital through the issuance of additional common stock or other equity securities.

Investors in this offering will suffer immediate and substantial dilution.

The initial public offering price of our common stock will be substantially higher than the pro forma as adjusted net tangible book value per share issued and outstanding immediately after this offering. Investors who purchase common stock in this offering will pay a price per share that substantially exceeds the net tangible book value per share of common stock immediately prior to this offering. If you purchase shares of our common stock in this offering, you will experience immediate and substantial dilution of $11.54 in the pro forma as adjusted net tangible book value per share, based upon the initial public offering price of $16.00 per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus). See “Dilution.”

We will have broad discretion in the use of the net proceeds to us from this offering and may not use them effectively.

Our management currently intends to use the net proceeds to us from this offering in the manner described under “Use of Proceeds” and will have broad discretion in the application of the net proceeds to us from this offering. The failure by our management to apply these funds effectively could affect our ability to operate and grow our business.

As a public company, we will incur additional costs and face increased demands on our management.

As a newly public company with shares listed on a U.S. exchange, we will need to comply with an extensive body of regulations that did not apply to us previously, including certain provisions of the Sarbanes Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act, regulations of the SEC and requirements of the NYSE. We expect these rules and regulations will increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, as a result of becoming a public company, we intend to add independent directors and create additional board committees. In addition, we may incur additional costs associated with our public company reporting requirements and maintaining directors’ and officers’ liability insurance. We are currently evaluating and monitoring developments with respect to these rules, which may impose additional costs on us and have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We are an “emerging growth company” and we cannot be certain whether the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of exemptions from various requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company, which may be for as long as five years following our initial public offering. We cannot predict if investors will find our common stock less attractive because our independent auditors will not have attested to the effectiveness of our internal controls. If some investors find our common stock less attractive as a result of our independent auditors not attesting to the effectiveness of our internal controls or other exemptions of which we plan to take advantage, there may be a less active trading market for our common stock.

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Forward-Looking Statements

Some of the information contained in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Business” and elsewhere in this prospectus may contain forward-looking statements that reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “contemplates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this prospectus are based upon our historical performance and our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us, Fortress, the selling stockholder, the underwriters or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to:

• a prolonged weakness in general economic conditions;

• lack of adequate snowfall and unfavorable weather conditions;

• adverse events that occur during our peak operating periods combined with the seasonality of our business;

• the occurrence of natural disasters;

• the high fixed cost structure of our business;

• a disruption in our water supply;

• increased competition in the industries in which we operate;

• risks related to the fact that we are not the sole property manager at our developments;

• changes in consumer tastes and preferences;

• the loss of or inability to renew our governmental permits and leases;

• risks related to federal, state and provincial government laws, rules and regulations;

• the capital intensive nature of our business;

• our dependence on infrastructure and equipment;

• our ability to integrate and successfully realize anticipated benefits of acquisitions and future acquisitions;

• Steamboat’s dependence on subsidized direct air service from major hub airports;

• risks related to our reliance on information technology;

• implications arising from non-compliance with PCI DSS;

• our failure to maintain the integrity of our customer or employee data;

• a deterioration in the quality or reputation of our brands;

• currency risks;

• risks related to our insurance coverage;

• adverse consequences of current or future legal claims;

• our ability to hire and retain a sufficient seasonal workforce;

• loss of key personnel;

• risks related to our workforce, including implications arising from various federal, state and provincial laws that govern our workforce;

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• our ability to complete our real estate development projects and achieve the anticipated financial benefits from such projects;

• a partial or complete loss of Alpine Helicopters’ services, or a significant adverse change in our relationship with Alpine Helicopters;

• the reduction of our tax attributes as a result of the Restructuring;

• the effects of climate change;

• impairments or write downs of our assets;

• our ability to fund our pension obligations;

• our inability to fully utilize our net operating loss carryforwards;

• our ability to successfully remediate significant deficiencies in our internal control over financial reporting;

• the requirement that we must purchase an additional equity interest in Blue Mountain Resorts Limited if our co-owner exercises their put option; and

• competition with similar businesses owned by Fortress and its affiliates and the loss of corporate opportunities due to the corporate opportunity provisions in our restated certificate of incorporation.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this prospectus that could cause actual results to differ before making an investment decision to purchase our common stock. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We do not undertake any obligation to publicly update or revise any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise.

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Use of Proceeds

The net proceeds to us from the sale of the 3,125,000 shares of common stock offered by us hereby are estimated to be approximately $43.6 million, after deducting the estimated underwriting discounts and offering expenses payable by us. We will not receive any proceeds from the sale of our common stock by the selling stockholder, including any shares sold by the selling stockholder pursuant to the underwriters’ option to purchase additional shares. We have no specific plan for the net proceeds to us from this offering and intend to use such proceeds for working capital and other general corporate purposes, which may include potential investments in, and acquisitions of, ski and adventure travel businesses and assets. No material acquisitions are probable at this time.

Our management will have broad discretion over the use of the net proceeds to us from this offering and investors will be relying on the judgment of our management regarding the application of these proceeds. Pending their use, we plan to invest the net proceeds to us from this offering in short term, interest bearing obligations, investment grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

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Capitalization

The following table sets forth cash and cash equivalents and capitalization of Cayman L.P. as of September 30, 2013 on an actual basis, and our cash and cash equivalents and capitalization as of September 30, 2013 on (i) a pro forma basis to give effect to the Pro Forma Transactions described under “Unaudited Pro Forma Condensed Consolidated Financial Information” and (ii) on a pro forma as adjusted basis to give effect to the Pro Forma Transactions as well as the sale of 3,125,000 shares of common stock by us in this offering at an assumed initial public offering price of $16.00 per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus), after deducting the underwriting discount and estimated offering expenses payable by us.

This table should be read in conjunction with “Selected Historical Consolidated Financial and Operating Information,” “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the interim consolidated financial statements of Cayman L.P. and related notes included elsewhere in this prospectus.

	As of September 30, 2013
	Historical			Pro Forma			Pro Forma As Adjusted
	(in thousands)
Cash and cash equivalents	$	44,860		$	55,410		$	99,047
Long-term debt (including current portion):
Third-party long-term debt	$	607,553		$	584,526		$	584,526
Notes payable to affiliates		1,426,350			—			—
Total long-term debt		2,033,903			584,526			584,526
Capital:
Partners’ deficit		(1,288,811	)		—			—
Common stock, par value $0.01 per share; authorized — 2,000,000,000 shares, pro forma and pro forma as adjusted; issued and outstanding — 41,882,000 shares, pro forma; 45,007,000 shares, pro forma as adjusted		—			419			450
Additional paid-in capital		—			157,806			201,412
Accumulated other comprehensive income		158,500			158,500			158,500
Non-controlling interest		(330	)		(330	)		(330)
Total capital		(1,130,641	)		316,395			360,032
Total capitalization	$	903,262		$	900,921		$	944,558

Each $1.00 increase (decrease) in the assumed initial public offering price of $16.00 per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus), would increase (decrease) cash and cash equivalents and total capital by $2.9 million, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated offering expenses payable by us.

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Dilution

If you invest in our common stock, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock upon consummation of this offering. Net tangible book value per share represents the book value of our total tangible assets less the book value of our total liabilities divided by the number of shares of common stock then issued and outstanding.

After giving effect to the Pro Forma Transactions, our pro forma net tangible book value as of September 30, 2013 would have been approximately $157.3 million, or approximately $3.76 per share, based on 41,882,000 shares of common stock issued and outstanding as of such date after giving effect to the 0.974-for-1 reverse stock split of our common shares.

After giving effect to the Pro Forma Transactions as well as our sale of common stock in this offering at an initial public offering price of $16.00 per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus), our pro forma as adjusted net tangible book value as of September 30, 2013 would have been approximately $200.9 million, or approximately $4.46 per share. This represents an immediate and substantial dilution of $11.54 per share to new investors purchasing common stock in this offering. Sales of shares by the selling stockholder in this offering do not affect our net tangible book value. The following table illustrates this dilution per share:

Assumed initial public offering price per share		$	16.00
Pro forma net tangible book value per share as of September 30, 2013 after giving effect to the Pro Forma Transactions	3.76
Increase in net tangible book value per share attributable to this offering	0.71
Pro forma as adjusted net tangible book value per share after giving effect to the Pro Forma Transactions as well as this offering			4.46
Dilution per share to new investors in this offering		$	11.54

A $1.00 increase (decrease) in the assumed initial public offering price of $16.00 per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus) would increase (decrease) our pro forma as adjusted net tangible book value by approximately $2.9 million, or approximately $0.06 per share, and the dilution to new investors in this offering by approximately $0.94 per share, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated offering expenses payable by us.

The following table summarizes, as of September 30, 2013 on a pro forma basis for the Pro Forma Transactions as well as this offering, the differences between the number of shares of common stock purchased from us and the total price and the average price per share paid by existing stockholders and by the new investors in this offering, before deducting the underwriting discounts and estimated offering expenses payable by us, at an assumed initial public offering price of $16.00 per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus).

	Shares Purchased					Total Consideration					Average Price per Share
	Number		Percent			Amount		Percent
Existing stockholders		29,382,000		65.3	%		158,225,000		38.8	%	$	5.39
New investors		15,625,000		34.7	%		250,000,000		61.2	%	$	16.00
Total		45,007,000		100	%		408,225,000		100	%

A $1.00 increase (decrease) in the assumed initial offering price would increase (decrease) total consideration paid by new investors and average price per share paid by new investors by $15.6 million and $1.00 per share, respectively. An increase (decrease) of 1.0 million in the number of shares offered by us would increase (decrease) total consideration paid by new investors and average price per share paid by new investors by $16.0 million and $1.00 per share, respectively.

If the underwriters’ option to purchase additional shares is fully exercised, the percentage of our shares held by existing stockholders after the sale of shares by the selling stockholder would decrease to approximately 60.1% and

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the percentage of our shares held by new investors would increase to approximately 39.9%, based on 45,007,000 shares of common stock outstanding as of September 30, 2013, after giving effect to the 0.974-for-1 reverse stock split, the Pro Forma Transactions and this offering.

The pro forma information discussed above is for illustrative and informational purposes only. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”

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Dividend Policy

We do not currently anticipate paying dividends on our common stock. Any declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors in accordance with applicable law after taking into account various factors, including our financial condition, our operating results, our current and anticipated cash needs, the impact on our effective tax rate, our indebtedness, legal requirements and other factors that our board of directors deems relevant. Certain of our debt agreements limit our ability to pay dividends. See “Description of Certain Indebtedness.”

Because we are a holding company, our ability to pay cash dividends on our common stock will depend on the receipt of dividends or other distributions from our subsidiaries. Under Delaware law, dividends may be payable only out of surplus, which is calculated as our net assets less our liabilities and our capital, or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

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Selected Historical Consolidated Financial and Operating Information

The following selected historical consolidated financial information for the years ended June 30, 2011, 2012 and 2013 and as of June 30, 2012 and 2013 has been derived from the audited consolidated financial statements of Cayman L.P. included elsewhere in this prospectus.

The following selected historical consolidated financial information for the three months ended September 30, 2012 and 2013 and as of September 30, 2013 has been derived from the unaudited interim consolidated financial statements of Cayman L.P. included elsewhere in this prospectus. In our opinion, such unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements of Cayman L.P. and reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of operations and financial position of Cayman L.P. Results as of and for the three months ended September 30, 2013 are not necessarily indicative of results that may be expected for the entire year.

Prior to the collapse in the housing markets in late 2007 and the global financial crisis that followed, we were actively engaged in large scale development and sales of resort real estate, primarily in North America. In light of the then prevailing market conditions, we ceased new development activities in late 2009. As a result, we were left with a portfolio of real estate assets, high leverage levels and litigation initiated by purchasers of resort real estate seeking to rescind their purchase obligations or otherwise mitigate their losses. This confluence of factors had a material impact on our consolidated financial results for the fiscal periods presented below. Through a series of debt refinancings, cost saving initiatives and divestitures of non-core assets, we believe we have streamlined our operations. As of September 30, 2013, we have divested substantially all of our legacy real estate assets and have settled the majority of litigation claims stemming from our pre-2010 development and sales activities. Although the effects of our pre-2010 legacy real estate development and sales activities on our consolidated financial results will continue in future periods, we expect that these effects will continue to diminish over time. After giving effect to the Refinancing and the Restructuring, we believe our financial results in future periods will be materially different from those reflected in the historical consolidated financial information of Cayman L.P. appearing in this prospectus.

You should read the following selected historical consolidated financial and operating information in conjunction with the information appearing under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus, and in conjunction with the consolidated financial statements of Cayman L.P. and the related notes appearing elsewhere in this prospectus.

	Year Ended June 30,									Three Months Ended September 30,
	2011(1)			2012			2013			2012			2013
	(in thousands)
Statement of Operations Data:
Revenues
Mountain	$	322,194		$	310,765		$	339,003		$	33,259		$	33,305
Adventure		96,693			109,496			113,622			29,047			22,617
Real Estate		61,165			61,439			64,726			15,148			13,250
Total reportable segment revenues		480,052			481,700			517,351			77,454			69,172
Legacy, non-core and other(2)		79,471			31,747			7,056			1,741			11,389
Total revenues		559,523			513,447			524,407			79,195			80,561
Operating expenses(2)		504,005			453,187			448,944			101,179			104,196
Depreciation and amortization		76,371			57,655			58,342			14,653			13,145
Loss (gain) on disposal of assets(1)		26,196			9,443			12,448			1,210			(236	)
Impairment of long-lived assets		12,140			782			143			—			—
Impairment of real estate		73,230			8,137			1,052			62			633
Goodwill impairment		64,097			3,575			—			—			—
Income (loss) from operations		(196,516	)		(19,332	)		3,478			(37,909	)		(37,177	)
Interest income		9,162			7,467			6,630			1,637			1,632
Interest expense on third party debt		(143,463	)		(135,929	)		(98,437	)		(35,006	)		(16,464	)
Interest expense on notes payable to affiliates		(160,943	)		(195,842	)		(236,598	)		(55,371	)		(67,105	)
Earnings (loss) from equity method investments(3)		8,299			538			(5,147	)		(91	)		(1,591	)
Gain on disposal of equity method investments(1)		—			—			18,923			—			—
Loss on extinguishment of debt(4)		—			—			(11,152	)		—			—

43

	Year Ended June 30,									Three Months Ended September 30,
	2011(1)			2012			2013			2012			2013
	(in thousands, except operating statistics)
Other income (expense), net(5)	$	(2,021	)	$	1,199		$	1,973		$	402		$	(172	)
Loss from continuing operations before income taxes		(485,482	)		(341,899	)		(320,330	)		(126,338	)		(120,877	)
Income tax (benefit) expense		6,555			(5,836	)		(23,616	)		972			701
Loss from continuing operations		(492,037	)		(336,063	)		(296,714	)		(127,310	)		(121,578	)
Loss from discontinued operations, net of tax		(6,469	)		—			—			—			—
Net loss		(498,506	)		(336,063	)		(296,714	)		(127,310	)		(121,578	)
Loss (earnings) attributable to noncontrolling interest		(361	)		—			757			34			(436	)
Net loss attributable to Cayman L.P.		(498,867	)		(336,063	)		(295,957	)		(127,276	)		(122,014	)
Weighted average units outstanding, basic and diluted		1,348,253			1,348,412			1,350,412			1,350,253			1,352,253
Loss per unit, basic and diluted:
Loss from continuing operations attributable to Cayman L.P.	$	(365.21	)	$	(249.23	)	$	(219.16	)	$	(94.26	)	$	(90.23	)
Loss from discontinued operations		(4.80	)		—			—			—			—
Net loss attributable to limited partners	$	(370.01	)	$	(249.23	)	$	(219.16	)	$	(94.26	)	$	(90.23	)
Key Business Metrics Evaluated by Management:
Mountain
Skier Visits(6)		3,192,388			2,758,970			3,146,119			—			—
Mountain Segment Revenue Per Visit(7)	$	100.93		$	112.64		$	107.75			—			—
ETP(8)	$	43.34		$	47.65		$	45.92			—			—
Adventure
CMH Guest Nights(9)		34,479			37,829			36,237			2,605			2,956
CMH RevPGN(10)	$	1,670		$	1,650		$	1,693		$	1,426		$	1,253
Cash Flow Data:
Net cash provided by (used in) operating activities	$	21,140		$	43,390		$	41,765		$	(5,296	)	$	384
Net cash provided by (used in) investing activities	$	514,497		$	(21,286	)	$	105,407		$	(4,344	)	$	(14,543	)
Net cash used in financing activities	$	(572,797	)	$	(41,518	)	$	(133,683	)	$	(395	)	$	(1,679	)

	As of June 30,				As of September 30, 2013
	2012		2013
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	46,908	$	59,775	$	44,860
Real estate held for development(11)	$	193,806	$	164,916	$	154,645
Total assets	$	1,342,793	$	1,121,600	$	1,132,357
Third party long-term debt (including current portion)(12)	$	736,081	$	588,863	$	607,553
Notes payable to affiliates (including current portion)	$	1,109,005	$	1,358,695	$	1,426,350
Total long-term debt (including current portion)	$	1,845,086	$	1,947,558	$	2,033,903

(1) Includes the operations of Whistler Blackcomb prior to their divestiture in November 2010. We sold our interest in the assets of Whistler Blackcomb to Whistler Holdings in November 2010 and recognized a loss of $24.4 million. As part of the sale proceeds, we received an equity investment of approximately 24% in Whistler Holdings. Fiscal 2011 includes legacy, non-core and other revenues, expenses and depreciation and amortization of $38.6 million, $51.1 million and $10.7 million, respectively, related to Whistler Blackcomb. In December 2012, we sold our investment in Whistler Holdings and recorded a $17.9 million gain related to this disposition.

44

(2) See notes 6(f) and 6(g) under “Prospectus Summary – Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial and Operating Information.” See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Legacy, Non-Core and Other Items.”

(3) See note 6(b) under “Prospectus Summary – Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial and Operating Information.”

(4) Fiscal 2013 represents the loss recognized in the extinguishment of our senior debt facility in December 2012.

(5) Other income (expense), net, primarily includes gains or losses on currency rate fluctuations and other non-operating expenses that management does not believe are representative of the underlying performance of our ongoing operations.

(6) A Skier Visit represents an individual’s use of a paid or complimentary ticket, frequency card or season pass to ski or snowboard at our Steamboat, Winter Park, Tremblant, Stratton and Snowshoe resorts for any part of one day.

(7) Mountain Segment Revenue Per Visit is defined as total revenue of our Mountain segment for a given period divided by total Skier Visits during such period.

(8) ETP is calculated by dividing lift revenue for a given period by total Skier Visits during such period.

(9) CMH Guest Nights represents the number of paid nights skiing or hiking customers spend at our CMH lodges for a given period.

(10) CMH RevPGN is total CMH revenue for a given period divided by the total number of CMH Guest Nights during such period.

(11) Real estate held for development includes land and infrastructure assets, net of impairments to fair value, intended to be used in the future development of real estate assets for sale and amenity enhancement at our resorts.

(12) Effective September 30, 2013, we and the Winter Park Recreational Association agreed to amend the lease under which we operate Winter Park Resort. Pursuant to the amendment, a contingency clause in which total rental payments could not exceed “cash flow for annual payment” was removed. The elimination of the contingency requires us to make annual rental payments of a minimum of $2.0 million until the end of the initial lease term, July 1, 2052, regardless of future cash flows, thus changing the future minimum lease payments. The amendment required a modification of the lease asset and lease obligation as the present value of the future minimum lease payments under the amendment is different from the minimum lease payments under the original agreement. The total increase in the lease obligation, based on a net present value of future payments, was $19.6 million.

45

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information consists of unaudited pro forma condensed consolidated statements of operations for the fiscal year ended June 30, 2013 and for the three months ended September 30, 2013, and an unaudited pro forma condensed consolidated balance sheet as of September 30, 2013. The unaudited pro forma condensed consolidated financial information has been derived by application of pro forma adjustments to the historical consolidated financial statements of Cayman L.P. included elsewhere in this prospectus.

Intrawest Resorts Holdings, Inc was formed on August 30, 2013, and had not, prior to the completion of the Restructuring, conducted any activities other than those incident to its formation and the preparation of the registration statement of which this prospectus forms a part. In December 2013, through a series of restructuring transactions, Cayman L.P. caused its indirect subsidiaries to contribute 100% of the equity interests in both Intrawest U.S. and Intrawest Canada to an indirect subsidiary of the Company.

The unaudited pro forma condensed consolidated statements of operations give effect to the Pro Forma Transactions (as defined below) as if the Pro Forma Transactions had occurred or had become effective as of July 1, 2012. The unaudited pro forma condensed consolidated balance sheet gives effect to the Pro Forma Transactions as if the Pro Forma Transactions had occurred on September 30, 2013.

The unaudited pro forma condensed consolidated financial information is based on available information and certain assumptions that we believe are reasonable in the circumstances. The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and does not necessarily reflect the Company's results of operations or financial condition had the Pro Forma Transactions occurred at an earlier date. The unaudited pro forma condensed consolidated financial information also should not be considered representative of the Company’s future financial condition or results of operations.

The unaudited pro forma condensed consolidated financial information has been prepared to reflect adjustments to the historical financial information of Cayman L.P. that are (i) directly attributable to the Pro Forma Transactions, (ii) factually supportable and (iii) with respect to the unaudited pro forma condensed consolidated statement of operations, expected to have a continuing impact on our results. The unaudited pro forma condensed consolidated financial information reflects the following transactions (collectively, the “Pro Forma Transactions”):

• the Restructuring, the elimination of the European operations of Cayman L.P. that were not contributed to the Company in the Restructuring as well as the cancellation of the notes payable to affiliates and accrued and unpaid interest thereon where $1,081.8 million of the notes payable to affiliates and accrued and unpaid interest thereon were exchanged for shares of our common stock, and the Company and its subsidiary guarantors were released from their obligations in respect of $344.5 million of the notes payable to affiliates and accrued interest thereon;

• the contribution to the Company of $48.3 million from an affiliate of Fortress and the refinancing of the outstanding borrowings under the First Lien Credit Agreement and the Second Lien Credit Agreement using borrowings under the New Credit Agreement, cash on hand and the funds contributed to the Company by an affiliate of Fortress; and

• other adjustments described in the notes to this section.

The unaudited pro forma condensed consolidated balance sheet also reflects an adjustment to present the Company’s capitalization instead of the partners’ capital of Cayman L.P. and the 0.974-for-1 reverse stock split of our common stock that was completed on January 21, 2014.

The unaudited pro forma condensed consolidated statement of operations for the three months ended September 30, 2013 excludes approximately $0.3 million of non-recurring charges that the Company incurred in connection with the Pro Forma Transactions, including costs related to legal, accounting and consulting services. The pro forma condensed consolidated financial information also excludes the effects of this offering.

The unaudited pro forma condensed consolidated financial information and the related notes should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Certain Indebtedness” as well as the consolidated financial statements of Cayman L.P. and the related notes included elsewhere in this prospectus.

46

Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended June 30, 2013
(in thousands, except unit, per unit, share and per share data)

	Historical			Pro Forma Adjustments				Pro Forma
Revenue	$	524,407		$	(428	)	(a)	$	523,979
Operating expense		448,944			(2,096	)	(a)		446,848
					—		(d)
Depreciation and amortization		58,342			(2	)	(a)		58,340
Loss on disposal of assets		12,448			(1,923	)	(a)		10,525
Impairment of long-lived assets		143			—				143
Impairment of real estate		1,052			(649	)	(a)		403
Income from operations		3,478			4,242				7,720
Interest income		6,630			(47	)	(a)		6,583
Interest expense on third party debt		(98,437	)		50,248		(c)		(48,189)
Interest expense on notes payable to affiliates		(236,598	)		236,598		(b)		—
Loss from equity method investments		(5,147	)		—				(5,147	)
Gain on disposal of equity method investments		18,923			—				18,923
Loss on extinguishment of debt		(11,152	)		11,152		(c)		—
Other income, net		1,973			(38	)	(a)		1,935
Loss before income taxes		(320,330	)		302,155				(18,175)
Income tax benefit		(23,616	)		—		(e)		(23,616	)
Net (loss) income	$	(296,714	)	$	302,155			$	5,441
Loss per unit, basic and diluted	$	(219.72	)						—
Weighted average units outstanding, basic and diluted		1,350,412							—
Earnings per share, basic and diluted		—					(g)	$	0.13
Weighted average shares outstanding, basic and diluted		—							41,882,000

See notes to unaudited pro forma condensed consolidated financial information

47

Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Three Months Ended September 30, 2013
(in thousands, except unit, per unit, share and per share data)

	Historical			Pro Forma Adjustments					Pro Forma
Revenue	$	80,561		$	—				$	80,561
Operating expense		104,196			(377	)	(a	)		103,563
					(256	)	(d	)
Depreciation and amortization		13,145			—					13,145
Gain on disposal of assets		(236	)		(101	)	(a	)		(337	)
Impairment of real estate		633			—					633
Loss from operations		(37,177	)		734					(36,443	)
Interest income		1,632			(26	)	(a	)		1,606
Interest expense on third party debt		(16,464	)		4,801		(c	)		(11,663)
Interest expense on notes payable to affiliates		(67,105	)		67,105		(b	)		—
Loss from equity method investments		(1,591	)		—					(1,591	)
Other expense, net		(172	)		21		(a	)		(151	)
Loss before income taxes		(120,877	)		72,635					(48,242)
Income tax expense		701			—		(e	)		701
Net loss	$	(121,578	)	$	72,635				$	(48,943)
Loss per unit, basic and diluted	$	(89.91	)							—
Weighted average units outstanding, basic and diluted		1,352,253								—
Loss per share, basic and diluted		—					(g	)	$	(1.17)
Weighted average shares outstanding, basic and diluted		—								41,882,000

See notes to unaudited pro forma condensed consolidated financial information

48

Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2013
(in thousands, except share data)

	Historical			Pro Forma Adjustments				Pro Forma
ASSETS
Current assets
Cash and cash equivalents	$	44,860		$	(275	)	(a)	$	55,410
					10,825		(c)
Other current assets		112,094			(311	)	(a)		111,783
Total current assets		156,954			10,239				167,193
Receivables, net of allowances		44,075			(7,911	)	(a)		36,164
Property, plant and equipment, net		501,467			—				501,467
Real estate held for development		154,645			—				154,645
Other assets		116,094			(3,222	)	(a)		108,367
					(4,505)		(c)
Goodwill and intangible assets		159,122			—				159,122
Total assets	$	1,132,357		$	(5,400	)		$	1,126,957
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total current liabilities	$	159,433		$	(2,669	)	(a)	$	157,664
					900		(c)
Long-term debt		598,360			(23,927	)	(c)		574,433
Notes payable to affiliates		1,426,350			(1,426,350	)	(b)		—
Other long-term liabilities		78,855			(390	)	(a)		78,465
Total liabilities		2,262,998			(1,452,436	)			810,562
Stockholders’ equity:
Common stock, $0.01 par value; 2,000,000,000 shares authorized on a pro forma basis; 41,882,000 shares issued and outstanding on a pro forma basis		—			419		(g)		419
Additional paid-in capital		—			157,806		(g)		157,806
Partners’ (deficit) capital:
Partnership units, unlimited number authorized
General partner		—			—				—
Limited partner		(1,288,811	)		1,447,036		(f)		—
					(158,225	)	(g)
Accumulated other comprehensive income		158,500			—				158,500
Total (deficit) equity attributable to Intrawest Resorts Holdings, Inc.		(1,130,311	)		1,447,036				316,725
Non-controlling interest		(330	)		—				(330	)
Total capital		(1,130,641	)		1,447,036				316,395
Total liabilities and capital	$	1,132,357		$	(5,400	)		$	1,126,957

See notes to unaudited pro forma condensed consolidated financial information

49

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

(a) Elimination of operations that were not contributed

The European operations held by a wholly-owned subsidiary of Cayman L.P. were not contributed to the Company in connection with the Restructuring that occurred on December 9, 2013. As a result, net adjustments of $4.2 million and $0.5 million have been made to the unaudited pro forma condensed consolidated statement of operations for the year ended June 30, 2013 and the three months ended September 30, 2013, respectively. An adjustment to the unaudited pro forma condensed consolidated balance sheet as of September 30, 2013 has been made to reflect the removal of approximately $8.7 million in net assets.

The following table summarizes the results of the European operations that were not contributed to the Company in the Restructuring:

	Year ended June 30, 2013			Three months ended September 30, 2013
	(in thousands)
Revenue	$	428		$	—
Operating expense		2,096			377
Depreciation and amortization		2			—
Loss on disposal of assets		1,923			101
Impairment of real estate		649			—
Loss from operations		(4,242	)		(478	)
Interest income		47			26
Other income (expense), net		38			(21	)
Loss before income taxes	$	(4,157	)	$	(473	)

The following table summarizes the financial position of the European operations that were not contributed to the Company in the Restructuring:

	As of September 30, 2013
	(in thousands)
Current assets
Cash and cash equivalents	$	275
Other current assets		311
Total current assets		586
Receivables, net of allowances		7,911
Real estate held for development		—
Other assets		3,222
Total assets	$	11,719
Total current liabilities	$	2,669
Other long-term liabilities		390
Partners’ deficit: Limited partner		8,660
Total liabilities and partners’ deficit	$	11,719

(b) Cancellation of notes payable to affiliates

An adjustment to the unaudited pro forma condensed consolidated balance sheet as of September 30, 2013 has been made to reflect that (a) $1,081.8 million of the notes payable to affiliates and accrued and unpaid interest thereon were exchanged for shares of our common stock and (b) the Company and its subsidiary guarantors were released from their obligations in respect of $344.5 million of the notes payable to affiliates and accrued and unpaid interest thereon.

An adjustment to the unaudited pro forma condensed consolidated statement of operations for the year ended June 30, 2013 and the three months ended September 30, 2013, respectively, has been made to eliminate interest expense on notes payable to affiliates.

 

50

(c) Refinancing

On December 9, 2013, one of our subsidiaries entered into the New Credit Agreement. The borrowings under the New Credit Agreement, together with cash on hand and funds contributed to the Company by an affiliate of Fortress, were used to refinance and replace the borrowings under the First Lien Credit Agreement and the Second Lien Credit Agreement. The following table summarizes the adjustment in the unaudited pro forma condensed consolidated balance sheet to long-term debt:

	As of September 30, 2013
	(in thousands)
New Credit Agreement(1)	$	540,000
Less: Repayment of Fiscal Year 2013 First Lien Term Loan(2)		(440,842	)
Less: Repayment of Fiscal Year 2013 Second Lien Term Loan(3)		(122,185	)
		(23,027	)
Less: Current portion of long-term debt		900
Long-term debt	$	(23,927	)

(1) The New Term Loan is comprised of a current portion of $5.4 million and long-term portion of $534.6 million.

(2) The Fiscal Year 2013 First Lien Term Loan is comprised of a current portion of $4.5 million and long-term portion of $436.3 million.

(3) The Fiscal Year 2013 Second Lien Term Loan is comprised of a current portion of $nil and long-term portion of $122.2 million.

In addition, as a result of the Refinancing, the unaudited pro forma condensed consolidated balance sheet reflects an increase in current liabilities of $0.9 million, consisting of an increase in the current portion of long-term debt. The unaudited pro forma condensed consolidated balance sheet also reflects a net decrease in other assets of $4.5 million, consisting of the elimination of deferred financing costs associated with the Fiscal Year 2013 Lien Loans of $19.0 million, partially offset by recording the capitalization of approximately $14.5 million of new deferred financing costs associated with the borrowings under the New Credit Agreement.

As a result of the Refinancing and Restructuring, cash and cash equivalents reflects a net cash increase of $10.8 million, consisting of the receipt of net cash of $525.5 million provided by the New Term Loan, offset by the payoff of the Fiscal Year 2013 Lien Loans of $563.0 million, and cash contributions of $48.3 million from an affiliate of Fortress as part of the Restructuring.

The following tables summarize the adjustments in the unaudited pro forma condensed consolidated statements of operations to reflect the adjustments to interest expense on third party debt:

	Year Ended June 30, 2013
	Interest Expense			Debt Issuance Costs Amortization			Total
	(in thousands)
New Term Loan	$	29,700		$	2,070		$	31,770
Less: Fiscal Year 2013 First Lien Term Loan		(18,293	)		(6,752	)		(25,045	)
Less: Fiscal Year 2013 Second Lien Term Loan		(7,835	)		(3,127	)		(10,962	)
Less: Fiscal Year 2010 First Lien Term Loan		(11,646	)		—			(11,646	)
Less: Fiscal Year 2010 Second Lien Term Loan		(23,481	)		(10,884	)		(34,365	)
Total	$	(31,555	)	$	(18,693)		$	(50,248)

	Three Months Ended September 30, 2013
	Interest Expense			Debt Issuance Costs Amortization			Total
	(in thousands)
New Term Loan	$	7,425		$	517		$	7,942
Less: Fiscal Year 2013 First Lien Term Loan		(8,308	)		(753	)		(9,061	)
Less: Fiscal Year 2013 Second Lien Term Loan		(3,535	)		(147	)		(3,682	)
Total	$	(4,418	)	$	383		$	(4,801)

 

51

The unaudited pro forma condensed consolidated statement of operations for the year ended June 30, 2013 also reflects the elimination of loss on extinguishment of debt recorded in December 2012 related to the full repayment of the Fiscal Year 2010 First Lien loans and Fiscal Year 2010 Second Lien Loans with the proceeds from the Fiscal Year 2013 Lien Loans.

The principal balance, deferred financing costs and interest expense related to the New Credit Agreement are based upon the terms of the financing. Pro forma interest expense (i) reflects an estimated annual interest rate of 5.5% on indebtedness to be incurred under the New Credit Agreement and (ii) reflects amortization expense on the approximately $14.5 million of deferred financing costs associated with the Company’s borrowings under the New Credit Agreement, using a maturity of seven years. A 1/8% change in the assumed interest rate would change pro forma interest expense by approximately $0.7 million annually.

(d) Transaction costs

Reflects an adjustment to eliminate non-recurring transaction costs incurred in connection with the Pro Forma Transactions. These costs primarily include costs related to legal, accounting and consulting services, of which approximately $0.3 million were incurred for the three months ended September 30, 2013.

(e) Resulting tax effects

The unaudited pro forma condensed consolidated statement of operations does not include adjustments to the income tax provision as the Company has a full valuation allowance against its net deferred tax assets, excluding certain deferred tax liabilities. Any pro forma tax provision adjustment would be offset by a corresponding adjustment in valuation allowance.

(f) Resulting partners’ (deficit) capital effects

Reflects an adjustment to partners’ (deficit) capital for the items noted in (a) through (c).

(g) Contribution and reverse stock split

Reflects the adjustment from partners’ capital to additional paid-in capital and the required balancing entry to reflect the par value of the Company’s outstanding common stock to reflect the contribution of both Intrawest U.S. and Intrawest Canada to the Company. The issuance of common stock was at a par value of $0.01 per share.

Reflects a 0.974-for-1 reverse stock split without a change in par value of our common stock, which occured on January 21, 2014.

Pro forma loss per share

The number of shares used to compute pro forma basic and diluted loss per share is 41,882,000 which was the number of shares outstanding upon completion of the Pro Forma Transactions. This does not include 3,125,000 shares of common stock being offered by us in this offering.

 

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Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Intrawest Resorts Holdings, Inc. (“New Intrawest”) is a newly formed Delaware corporation that had not, prior to the Restructuring, conducted any activities other than those incident to its formation and the preparation of the registration statement of which this prospectus forms a part. Unless the context suggests otherwise, references in this prospectus to “Intrawest,” the “Company,” “we,” “us” and “our” refer to Cayman L.P. and its consolidated subsidiaries prior to the consummation of the Restructuring, and to New Intrawest and its consolidated subsidiaries after the consummation of the Restructuring. The following discussion and analysis of our financial condition and results of operations should be read together with the consolidated financial statements of Cayman L.P. and the related notes, the unaudited pro forma condensed consolidated financial statements set forth under “Unaudited Pro Forma Condensed Consolidated Financial Information” and the other financial information appearing elsewhere in this prospectus. See “Certain Relationships and Related Party Transactions” and “Description of Certain Indebtedness” for a description of certain of our related party arrangements and debt obligations. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including those discussed in “Risk Factors” and elsewhere in this prospectus.

Overview

We are a North American mountain resort and adventure company, delivering distinctive vacation and travel experiences to our customers for over three decades. We own interests in seven four-season mountain resorts with more than 11,000 skiable acres and more than 1,150 acres of land available for real estate development. Our mountain resorts are geographically diversified across North America’s major ski regions, including the Eastern United States, the Rocky Mountains, the Pacific Southwest and Canada, which we believe helps reduce our financial exposure to any single geographic area as weather patterns and economic conditions vary across these regions. Our mountain resorts are located within an average of approximately 160 miles of major metropolitan markets with high concentrations of affluent skiers and major airports, including New York City, Boston, Washington D.C., Pittsburgh, Denver, Los Angeles, Montreal and Toronto. During fiscal 2013, our portfolio of resorts received more than six million visitors from all 50 states and more than 100 countries. We also operate an adventure travel business, the cornerstore of which is CMH, the leading heli-skiing adventure company in North America. CMH provides helicopter accessed skiing, mountaineering and hiking to more skiable terrain than all lift accessed mountain resorts combined. Additionally, we operate a comprehensive real estate business through which we manage, market and sell vacation club properties; manage condominium hotel properties; and sell and market residential real estate.

We manage our business through three reportable segments:

• Mountain: Our Mountain segment includes our mountain resort and lodging operations at Steamboat, Winter Park, Tremblant, Stratton and Snowshoe, as well as our 50% interest in Blue Mountain.

• Adventure: The cornerstone of our Adventure segment is CMH. Within our Adventure segment, we also own and operate aviation businesses that support CMH and provide services to third parties.

• Real Estate: Our Real Estate segment includes our real estate development activities, as well as our real estate management, marketing and sales businesses.

Prior to the collapse in housing markets in late 2007 and the global financial crisis that followed, we were actively engaged in large scale development and sales of resort real estate, primarily in North America. In light of the then prevailing market conditions, we ceased new development activities in late 2009. As a result, we were left with a portfolio of legacy real estate assets, high leverage levels and litigation initiated by purchasers of resort real estate seeking to rescind their purchase obligations or otherwise mitigate their losses. This confluence of factors had a material impact on our consolidated financial results for the fiscal years presented below. Through a series of debt refinancings, cost saving initiatives and divestitures of non-core assets, we believe we have streamlined our operations. As of September 30, 2013, we have divested substantially all of our legacy real estate assets and have settled the majority of litigation claims stemming from our pre-2010 development and sales activities. Although the effects of our pre-2010 legacy real estate development and sales activities on our consolidated financial results will continue in future periods, we expect that these effects will continue to diminish over time. The net loss attributable to Cayman L.P. was $498.9 million, $336.1 million and $296.0 million for fiscal 2011, 2012 and 2013, respectively, and

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$127.3 million and $121.8 million for the three months ended September 30, 2012 and 2013, respectively. After giving effect to the Refinancing and the Restructuring, we believe our financial results in future periods will be materially different from those reflected in the historical consolidated financial information appearing in this prospectus. See“—Restructuring and Refinancing.”

Factors Affecting our Business

Economic Conditions. Our results of operations are affected by consumer discretionary spending. Numerous economic trends support the notion that the health of the general economy is improving. We believe that as the economy continues to improve, consumers will have more disposable income and a greater inclination to engage in and spend on leisure activities, which will positively impact our results of operations.

Snowfall and Weather. The timing and amount of snowfall and other weather conditions can have a significant impact on visitation and financial results in our Mountain and Adventure segments. Our resorts are geographically diversified and have strong snowmaking capabilities, which helps to mitigate the impact of localized snow conditions and weather. In addition, our increasing percentage of revenue derived from season pass and frequency products sold prior to the ski season helps to insulate us from snowfall and weather conditions. Season pass and frequency product revenue has grown at a CAGR of 5.2% over the three year period ended June 30, 2013.

Resort Real Estate Markets. We intend to resume development of residential vacation homes at our mountain resorts when market conditions are favorable. The value and sales volume of vacation homes fluctuate with macro-economic trends and consumer sentiment. Macroeconomic conditions have improved over the past two years, which has supported a partial recovery in the market for vacation homes in the United States and Canada. However, despite these trends, the median vacation home price and number of vacation homes sold in the most recent year still remain well below the peak in 2005, suggesting ample room for continued growth.

Seasonality and Fluctuations in Quarterly Results. Our business is seasonal in nature. Although each of our mountain resorts operates as a four-season resort, based upon historical results, we generate the highest revenues during our second and third fiscal quarters, which is the peak ski season. Similarly, CMH generates the majority of its revenues during our second and third fiscal quarters, which is the peak heli-skiing season. As a result of the seasonality of our business, our mountain resorts and CMH typically experience operating losses during the first and fourth quarters of each fiscal year. In addition, throughout our peak quarters, we generate the highest daily revenues on weekends, during the Christmas/New Year’s and Presidents’ Day holiday periods and, in the case of our mountain resorts, during school spring breaks. Depending on how peak periods, holidays and weekends fall on the calendar, in any given year we may have more or less peak periods, holidays and weekends in our second fiscal quarter compared to prior years, with a corresponding difference in our third fiscal quarter. These differences can result in material differences in our quarterly results of operations and affect the comparability of our results of operations.

Restructuring and Refinancing

We conduct our U.S. operations through Intrawest U.S. Holdings Inc., a Delaware corporation, and our Canadian operations through Intrawest ULC, an unlimited liability company organized under the laws of the Province of Alberta. In December 2013, through a series of restructuring transactions, Cayman L.P. caused its indirect subsidiaries to contribute 100% of the equity interests in both Intrawest U.S. and Intrawest Canada to an indirect subsidiary of Intrawest Resorts Holdings, Inc., the issuer of the common stock offered hereby. In connection with these restructuring transactions, we were released as an obligor with respect to all of our debt owed to affiliates (approximately $1.4 billion as of September 30, 2013). In addition, in December 2013, we entered into the New Credit Agreement. At the time the New Credit Agreement was entered into, an affiliate of Fortress contributed $48.3 million to us. The borrowings under the New Credit Agreement, together with cash on hand and the funds contributed to us by an affiliate of Fortress, were used to refinance and replace the borrowings under the First Lien Credit Agreement and the Second Lien Credit Agreement. While these transactions occured subsequent to the periods presented, we expect them to have a material impact on our financial results in future periods. As of September 30, 2013, our total indebtedness on an actual and a pro forma basis after giving effect to the Pro Forma Transactions was $2,033.9 million and $584.5 million, respectively. In addition, for fiscal 2013, our interest expense on an actual and a pro forma basis after giving effect to the Pro Forma Transactions was $335.0 million and $48.2 million, respectively. See “Description of Certain Indebtedness” and “Unaudited Pro Forma Condensed Consolidated Financial Information.”

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Significant Transactions

The following significant transactions were executed during the periods presented:

Whistler Disposition. Prior to November 2010, we held an interest in the assets of Whistler Blackcomb ski resort. In November 2010, we sold our interest in the assets to Whistler Holdings in exchange for cash and shares of Whistler Holdings, a public company. We used the net proceeds from the sale to repay indebtedness. In December 2012, we sold our investment in Whistler Holdings for $116.9 million and recorded a $17.9 million gain on disposal of equity method investments in our consolidated statement of operations. All financial information attributable to Whistler Blackcomb and Whistler Holdings have been excluded from our reportable segments for all periods presented.

Fiscal 2013 Refinancing Transaction. In December 2012, we borrowed $575.0 million aggregate principal amount of corporate debt, comprised of a $450.0 million first lien term loan and a $125.0 million second lien term loan. See “Description of Certain Indebtedness—First Lien Credit Agreement and Second Lien Credit Agreement.” The net proceeds of these borrowings, together with the proceeds from the sale of our investment in Whistler Holdings, were used to repay $728.9 million of outstanding indebtedness and related fees. As a result, we recorded an $11.2 million loss on extinguishment of debt in fiscal 2013.

Results of Operations

The following historical consolidated statement of operations data for the years ended June 30, 2011, 2012 and 2013 and the three months ended September 30, 2012 and 2013 has been derived from the audited consolidated financial statements of Cayman L.P. and from the unaudited interim consolidated financial statements of Cayman L.P., respectively, included elsewhere in this prospectus.

	Year Ended June 30,									Three Months Ended September 30,
	2011			2012			2013			2012			2013
	(in thousands)
Revenues	$	559,523		$	513,447		$	524,407		$	79,195		$	80,561
Operating expenses		504,005			453,187			448,944			101,179			104,196
Depreciation and amortization		76,371			57,655			58,342			14,653			13,145
Loss (gain) on disposal of assets		26,196			9,443			12,448			1,210			(236	)
Impairment of long-lived assets		12,140			782			143			—			—
Impairment of real estate		73,230			8,137			1,052			62			633
Goodwill impairment		64,097			3,575			—			—			—
Income (loss) from operations		(196,516	)		(19,332	)		3,478			(37,909	)		(37,177	)
Interest income		9,162			7,467			6,630			1,637			1,632
Interest expense on third party debt		(143,463	)		(135,929	)		(98,437	)		(35,006	)		(16,464	)
Interest expense on notes payable to affiliates		(160,943	)		(195,842	)		(236,598	)		(55,371	)		(67,105	)
Earnings (loss) from equity method investments		8,299			538			(5,147	)		(91	)		(1,591	)
Gain on disposal of equity method investments		—			—			18,923			—			—
Loss on extinguishment of debt		—			—			(11,152	)		—			—
Other income (expense), net		(2,021	)		1,199			1,973			402			(172	)
Loss from continuing operations before income taxes		(485,482	)		(341,899	)		(320,330	)		(126,338	)		(120,877	)
Income tax (benefit) expense		6,555			(5,836	)		(23,616	)		972			701
Loss from continuing operations		(492,037	)		(336,063	)		(296,714	)		(127,310	)		(121,578	)
Loss from discontinued operations, net of tax		(6,469	)		—			—			—			—
Net loss		(498,506	)		(336,063	)		(296,714	)		(127,310	)		(121,578	)
Loss (earnings) attributable to noncontrolling interest		(361	)		—			757			34			(436	)
Net loss attributable to Cayman L.P.		(498,867	)		(336,063	)		(295,957	)		(127,276	)		(122,014	)
Net loss attributable to general partner		—			—			—			—			—
Net loss attributable to limited partners	$	(498,867	)	$	(336,063	)	$	(295,957	)	$	(127,276	)	$	(122,014	)

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Our Segments

We manage and report operating results through three reportable segments:

• Mountain (65.5% of fiscal 2013 and 48.1% of the three months ended September 30, 2013 reportable segment revenue): Our Mountain segment includes our mountain resort and lodging operations at Steamboat, Winter Park, Tremblant, Stratton and Snowshoe. We also hold a 50% interest in Blue Mountain Ski Resort within our Mountain segment.

• Adventure (22.0% of fiscal 2013 and 32.7% of the three months ended September 30, 2013 reportable segment revenue): Our Adventure segment includes CMH and our aviation businesses that support CMH and provide services to third parties.

• Real Estate (12.5% of fiscal 2013 and 19.2% of the three months ended September 30, 2013 reportable segment revenue): Our Real Estate segment includes our real estate development activities, as well as our real estate management, marketing and sales businesses, including IRCG, IHM and Playground.

Each of our reportable segments, although integral to the success of the others, offers distinctly different products and services and requires different types of management focus. As such, these segments are managed separately. In deciding how to allocate resources and assess performance, our Chief Operating Decision Maker (“CODM”) regularly evaluates the performance of our reportable segments on the basis of revenue and segment Adjusted EBITDA. We also evaluate segment Adjusted EBITDA as a key compensation measure. Following the consummation of this offering, 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 segment Adjusted EBITDA. Segment Adjusted EBITDA assists us in comparing our segment 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.

Our reportable segment measure of Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income (loss) or other measures of financial performance or liquidity derived in accordance with GAAP. Reportable segment Adjusted EBITDA may not be comparable to similarly titled measures of other companies because other entities may not calculate segment Adjusted EBITDA in the same manner. See Note 18 to the audited consolidated financial statements of Cayman L.P. included elsewhere in this prospectus.

Shown below is a summary of reportable segment revenues and reportable segment Adjusted EBITDA for fiscal 2011, 2012 and 2013 and for the three months ended September 30, 2012 and 2013:

	Year Ended June 30,						Three Months Ended September 30,
	2011		2012		2013		2012			2013
	(in thousands)
Mountain revenues	$	322,194	$	310,765	$	339,003	$	33,259		$	33,305
Adventure revenues		96,693		109,496		113,622		29,047			22,617
Real Estate revenues		61,165		61,439		64,726		15,148			13,250
Total reportable segment revenues	$	480,052	$	481,700	$	517,351	$	77,454		$	69,172
Mountain Adjusted EBITDA	$	69,805	$	66,051	$	72,353	$	(19,588	)	$	(22,590	)
Adventure Adjusted EBITDA		15,563		16,151		19,740		7,153			3,656
Real Estate Adjusted EBITDA		9,002		9,855		13,167		2,069			1,477
Total(1)	$	94,370	$	92,057	$	105,260	$	(10,366	)	$	(17,457	)

(1) Total segment Adjusted EBITBA equals consolidated Adjusted EBITDA. For a reconciliation of net loss attributable to Cayman L.P. to consolidated Adjusted EBITDA, see “Prospectus Summary—Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial and Operating Information.”

Mountain

Our Mountain segment is comprised of all of the mountain resort operations at Steamboat, Winter Park, Tremblant, Stratton and Snowshoe, as well as our ancillary resort businesses. Our Mountain segment also includes

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our 50% ownership interest in Blue Mountain, which is accounted for using the equity method. Our Mountain segment contributed 67.1%, 64.5% and 65.5% of total reportable segment revenues for fiscal 2011, 2012 and 2013, respectively, and 42.9% and 48.1% of total reportable segment revenues for the three months ended September 30, 2012 and 2013, respectively.

Revenue and Mountain Adjusted EBITDA

The Mountain segment earns revenue from a variety of business activities conducted at our mountain resorts.

Lift revenue. Lift revenue is derived from a variety of lift pass products, including multi-resort and single-resort passes, season pass products, frequency card products of varying durations and single- and multi-day lift tickets. Our season pass products, including our multi-resort products, are predominately sold prior to the start of the ski season. Season pass revenue, although primarily collected prior to the ski season during a fiscal year, is recognized in our consolidated financial statements during such fiscal year based on historical usage patterns. Frequency pass revenue is recognized as used, and unused portions are recognized at the end of the frequency period. For fiscal 2011, 2012 and 2013, approximately 30.7%, 34.4% and 32.5%, respectively, of total lift revenue consisted of season pass and frequency product revenue.

Lodging revenue. Lodging revenue is derived through our management of rental programs for condominium properties located at or in close proximity to our mountain resorts. We typically receive 25% to 50% of the daily room revenue, with the condominium owners receiving the remaining share of the room revenue. We also earn lodging revenue from hotel properties we own at Winter Park, Stratton and Snowshoe.

Ski school revenue. Ski school revenue is derived through our operation of ski and ride schools at each of our mountain resorts. We are the exclusive provider of these services at each of our resorts.

Retail and rental revenue. Retail and rental revenue is derived from the rental of ski, snowboard and bike equipment and the sale of ski accessories, equipment, apparel, logo wear, gifts and sundries at our on-mountain and base area outlets.

Food and beverage revenue. Food and beverage revenue is derived through our operation of restaurants, bars and other food and beverage outlets at our resorts.

Other revenue. Other revenue is derived from fees earned through a wide variety of activities and ancillary operations, including private clubs, municipal services, call centers, parking operations, golf, summer base area activities, strategic alliances, entertainment events and other resort activities.

Mountain Adjusted EBITDA. Mountain Adjusted EBITDA is Mountain revenue less Mountain operating expenses, adjusted for our pro rata share of EBITDA for our equity method investment in Blue Mountain Resorts Limited. Mountain operating expenses include: wages, incentives and benefits for resort personnel; direct costs of food, beverage and retail inventory; general and administrative expenses; and resort operating expenses, such as contract services, utilities, fuel, permit and lease payments, credit card fees, property taxes, and maintenance and operating supplies.

Key Business Metrics Evaluated by Management

None of the operating metrics in this section include Blue Mountain, which we account for using the equity method.

“Skier Visits” We measure visitation volume during the ski season, which is when most of our lift revenue is earned, by the number of “Skier Visits” at our resorts, each of which represents an individual’s use of a paid or complimentary ticket, frequency card or season pass to ski or snowboard at our mountain resorts for any part of one day. The number of Skier Visits, viewed in conjunction with ETP, is the most important indicator of our lift revenue. Changes in the number of Skier Visits have a significant impact on Mountain revenue. The number of Skier Visits is affected by numerous factors, including the quality of the customer experience, the effectiveness of our marketing efforts, pricing policies, snow and weather conditions, overall industry trends, macroeconomic factors and the relative attractiveness of our resort offerings compared to competitive offerings.

“ETP” We measure average ticket price during a given period by calculating our “effective ticket price,” or “ETP,” which is determined by dividing lift revenue by Skier Visits. ETP is influenced by lift product mix and other factors. Season pass products offer unlimited access, subject to certain exceptions and restrictions, for a fixed upfront

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payment. As a result, season pass holders ski frequently and therefore a higher mix of these products will put downward pressure on ETP. This downward pressure on ETP is more pronounced in ski seasons with higher snowfall, as season pass holders increase their usage. Conversely, single- and multi-day lift ticket products are priced per visit and therefore a higher mix of these products will tend to increase our ETP. Our lift product mix is primarily influenced by pricing incentives for season pass and frequency products and the types of visitors we attract (“destination customers” versus “regional customers”). “Destination customers,” who travel to the resort from a significant distance, often visit a resort once or twice per season for extended stays and are therefore likely to purchase multi-day ticket products. Destination customers tend to make travel plans far in advance of their vacation and do not typically change their plans based on snow and weather conditions. By contrast, “regional customers” that drive to the resort for one-day or overnight trips tend to increase visitation when conditions are favorable. Regional customers tend to visit the resort more frequently at a lower ticket price per visit than destination customers. For fiscal 2013, destination customers comprised approximately 38.7% of our Skier Visits, which compares to approximately 42.7% for fiscal 2012 and 36.7% for fiscal 2011. We define destination customers as customers with an address containing a zip code outside the resort’s region. Our definition may be different than other companies and therefore our statistics may not be comparable. Other factors that influence ETP include the number of complimentary or special promotional passes issued by us, the average age of skiers visiting our resorts, the volume of group or promotional sales and the relative volume of products sold through different sales channels, including our call centers, our e-commerce platform and our network of third-party online and traditional travel companies. Products sold at the ticket counter, which has been a declining percentage of lift revenue in recent years, are typically priced higher relative to other channels because walk-up customers are our least price sensitive customers.

“Revenue per Visit” is total Mountain revenue for a given period divided by total Skier Visits during such period. Revenue per Visit is influenced by our mix of customers. Destination customers are more likely to purchase ancillary products and services than regional customers and a higher percentage of destination customers in our skier mix typically increases Revenue per Visit.

“Revenue per available room” or “RevPAR” is determined by dividing gross lodging revenue during a given period by the number of units available to customers during such periods.

“ADR” or “Average Daily Rate” is determined by dividing gross lodging revenue during a given period by the number of occupied units under management during such period. ADR is a measure commonly used in the lodging industry and used by our management to track lodging pricing trends. ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a lodging operation. ADR is affected by numerous factors, including the quality of the customer experience, the effectiveness of our marketing efforts, snow and weather conditions, overall industry trends, macroeconomic factors and the relative attractiveness of our resort offerings compared to competing offerings.

Adventure

The cornerstone of our Adventure segment is CMH, which provides heli-skiing, mountaineering and hiking at 11 lodges in British Columbia, Canada. To support CMH’s operations, we own 40 helicopters that are also used in the off-season for fire suppression in the United States and Canada and other commercial uses. Our Alpine Aerotech subsidiary provides helicopter maintenance, repair and overhaul services to our fleet of helicopters as well as to aircraft owned by unaffiliated third parties. Our Adventure segment contributed 20.1%, 22.7% and 22.0% of total reportable segment revenue for fiscal 2011, 2012 and 2013, respectively, and 37.5% and 32.7% of total reportable segment revenue for the three months ended September 30, 2012 and 2013, respectively.

Revenue and Adventure Adjusted EBITDA

Revenue. The Adventure segment earns revenue from a variety of activities conducted at CMH. CMH customer revenue is derived primarily through the sale of adventure packages that include lodging at facilities owned or leased by CMH, food and beverage services and heli-skiing, heli-mountaineering or heli-hiking. In addition to package revenue, CMH earns ancillary revenue from the sale of additional vertical meters of skiing, retail merchandise, massages, alcoholic beverages and the sale of other products and services not included in the vacation package.

The Adventure segment also generates ancillary revenue relating to performance of fire suppression services during the summer months in the Western United States and Western Canada. These activities are performed on an as-needed basis or pursuant to contracts that have a term of one to five years. Ancillary revenue is also derived from MRO services performed by Alpine Aerotech on third-party aircraft, as well as from leasing underutilized aircraft to unaffiliated third parties for short term periods ranging from one to 12 months.

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Adventure Adjusted EBITDA. Adventure Adjusted EBITDA is Adventure revenue less Adventure operating expenses, adjusted for Adjusted EBITDA attributable to noncontrolling interests. Adventure operating expenses consist primarily of compensation and benefits, fuel, aircraft and facility maintenance expenses, insurance, utilities, permit and lease payments, credit card fees, food and beverage costs, and general and administrative expenses.

Key Business Metrics Evaluated by Management

“CMH Guest Nights” is the number of paid nights skiing or hiking customers spend at our CMH lodges for a given period. The number of CMH Guest Nights is affected by numerous factors, including the quality of the customer experience, the effectiveness of our sales efforts, pricing policies, global macroeconomic factors and the relative attractiveness of our CMH offering compared to competitive offerings. Management uses CMH Guest Nights to gauge utilization of CMH assets in a given period.

“CMH RevPGN” is total CMH revenue for a given period divided by the number of CMH Guest Nights for such period. CMH RevPGN trends provide useful information concerning the pricing environment and our effectiveness at cross-selling extra vertical meters and ancillary products and services.

Real Estate

Our Real Estate segment is comprised of our core ongoing real estate development activities and our real estate management, marketing and sales businesses. The segment includes IRCG, our vacation club business, IHM, which manages condominium hotel properties in Maui, Hawaii and in Mammoth Lakes, California, and Playground, our core residential real estate sales and marketing business. Our Real Estate segment also includes costs associated with our ongoing development activities, including planning activities and land carrying costs. Our Real Estate segment contributed 12.7%, 12.8% and 12.5% of total reportable segment revenue for fiscal 2011, 2012 and 2013, respectively, and 19.6% and 19.2% of total reportable segment revenue for the three months ended September 30, 2012 and 2013, respectively.

Revenue and Real Estate Adjusted EBITDA

Revenue. The Real Estate segment earns revenue from IRCG, IHM and Playground. During the fiscal years presented, we did not have any active development projects. IRCG generates revenue from selling vacation club points in Club Intrawest, managing Club Intrawest properties and running a private exchange company for Club Intrawest’s members. IHM generates revenue from managing rental operations at the Honua Kai Resort and Spa in Maui, Hawaii and the Westin Monache Resort in Mammoth Lakes, California. Playground earns revenue from the commissions on the sales of real estate. We also manage commercial and residential real estate for our properties and third parties through our Real Estate segment.

Real Estate Adjusted EBITDA. Real Estate Adjusted EBITDA is Real Estate revenue less Real Estate operating expenses, plus interest income earned from receivables related to IRCG’s operations, adjusted for our pro rata share of EBITDA for our equity method investments in Mammoth Hospitality Management, LLC and Chateau M.T. Inc. Real Estate operating expenses include: compensation and benefits; insurance; general and administrative expenses; and land carrying costs and development planning and appraisal expenses related to the core entitled land surrounding the bases of our Steamboat, Winter Park, Tremblant, Stratton and Snowshoe resorts.

Legacy, Non-Core and Other Items

Legacy and other non-core. Certain activities and assets, and the resulting expenses, gains and losses from such activities and assets, are deemed to be non-core by our CODM when they are not sufficiently related to our ongoing business, we plan to divest or wind them down and they are not reviewed by our CODM in evaluating the performance of our business. Non-core activities and assets that influenced our consolidated results during the financial periods presented in this prospectus but that have not been allocated to our reportable segments include:

• legacy real estate carrying costs and litigation;

• divested non-core operations, including the results of Whistler Blackcomb prior to our divestiture of the assets of Whistler Blackcomb in November 2010; and

• remaining non-core operations, including management of non-core commercial properties owned by third parties and our equity method investment in MMSA Holdings, Inc.

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Prior to 2010, in addition to our mountain resort and other operations, we were actively engaged in large scale development of resort real estate, primarily in the United States and Canada. In late 2009, in light of the then-existing poor economic environment for real estate development, we ceased new development activities, but were left with a portfolio of real estate assets consisting of development land and other legacy real estate assets that are not located at or near our mountain resorts, the vast majority of which have been divested over the past few years, particularly in recent periods as real estate markets have strengthened. We consider these legacy real estate assets, and the gains, losses, revenue and expenses related to these assets, to be non-core.

We recognized significant losses on disposal of our legacy real estate assets and from impairments to the carrying value of our real estate portfolio during the fiscal years described in this prospectus. We recognized real estate impairments of $73.2 million, $8.1 million and $1.1 million during fiscal 2011, 2012 and 2013, respectively, and $0.1 million and $0.6 million for the three months ended September 30, 2012 and 2013, respectively. As of September 30, 2013, we have divested substantially all of our legacy real estate.

Expenses related to legacy real estate development activities include the carrying costs of legacy real estate assets and legacy litigation consisting of claims for damages related to alleged construction defects, purported disclosure violations and allegations that we failed to construct planned amenities.

Many of the claims brought against us were similar to claims brought against residential developers industry-wide in the wake of the 2008 housing market collapse. The vast majority of these claims were filed in 2009 and 2010 when we began litigating hundreds of cases with purchasers who had entered into pre-sale contracts prior to 2010, failed to close on their purchases, and were seeking a return of their security deposits. We have been settling these and other legacy real estate claims on a consistent basis in fiscal 2012 and fiscal 2013 and settled our last two security deposit cases in September 2013. New claims filings relating to legacy real estate litigation are infrequent due to the amount of time that has passed since our last construction project.

We believe expenses associated with our legacy real estate development activities will diminish in future periods. We expect any remaining costs and expenses that we incur in future periods to principally relate to ongoing real estate litigation in which we are either the defendant or plaintiff. We also expect to incur additional remediation expenses related to pre-2009 construction projects.

Other. We incur certain additional costs that we do not allocate to our operating segments because they relate to items that management does not believe are representative of the underlying performance of our ongoing operations. These items include restructuring costs, severance expenses and non-cash compensation.

Results of Operations

Comparison of Operating Results for the Three Months ended September 30, 2012 and 2013

The following table presents our consolidated statements of operations for the three months ended September 30, 2012 and 2013:

	Three Months Ended September 30,
	2012			2013			$ Change			% Change
	(dollars in thousands)
Revenues	$	79,195		$	80,561		$	1,366			1.7	%
Operating expenses		101,179			104,196			3,017			3.0	%
Depreciation and amortization		14,653			13,145			(1,508	)		(10.3)	%
Loss (gain) on disposal of assets		1,210			(236	)		(1,446	)		(119.5)	%
Impairment of real estate		62			633			571			*
Loss from operations		(37,909	)		(37,177	)		732			1.9	%
Interest income		1,637			1,632			(5	)		(0.3)	%
Interest expense on third party debt		(35,006	)		(16,464	)		18,542			(53.0)	%
Interest expense on notes payable to affiliates		(55,371	)		(67,105	)		(11,734	)		21.2	%
Loss from equity method investments		(91	)		(1,591	)		(1,500	)		*
Other income (expense), net		402			(172	)		(574	)		(142.8)	%
Loss before income taxes		(126,338	)		(120,877	)		5,461			(4.3)	%
Income tax expense		972			701			(271	)		(27.9)	%
Net loss		(127,310	)		(121,578	)		5,732			(4.5)	%
Loss (earnings) attributable to noncontrolling interest		34			(436	)		(470	)		*
Net loss attributable to Intrawest Cayman L.P.	$	(127,276	)	$	(122,014	)	$	5,262			(4.1)	%

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Total revenue. Total revenue increased $1.4 million, or 1.7%, from $79.2 million in the three months ended September 30, 2012 to $80.6 million in the three months ended September 30, 2013, primarily as a result of an increase in legacy, non-core and other revenue of $9.6 million, from $1.7 million in the three months ended September 30, 2012 to $11.4 million in the three months ended September 30, 2013. This increase is primarily a result of the sale of a non-core land holding and Tower Ranch. This increase was offset by an $8.3 million decrease in total reportable segment revenue as a result of decreases of $6.4 million and $1.9 million in Adventure and Real Estate revenues, respectively.

Operating expenses. Operating expenses increased $3.0 million, or 3.0%, from $101.2 million in the three months ended September 30, 2012 to $104.2 million in the three months ended September 30, 2013. The increase in operating expenses was primarily attributable to legacy, non-core and other expenses, which increased $4.5 million, from $10.6 million in the three months ended September 30, 2012 to $15.2 million in the three months ended September 30, 2013 principally as a result of the sale of real estate held for development. Total reportable segment operating expenses decreased $1.5 million, from $90.6 million in the three months ended September 30, 2012 to $89.0 million in the three months ended September 30, 2013. Mountain operating expenses increased by $3.2 million in the three months ended September 30, 2013, while Adventure and Real Estate operating expenses decreased $3.5 million and $1.2 million, respectively.

Loss on disposal of assets. In the three months ended September 30, 2012, the loss of $1.2 million was related to the sale of certain wholly-owned interests in commercial real estate and development land at Blue Mountain and development land at Mammoth. In the three months ended September 30, 2013, the gain of $0.2 million was primarily related to the liquidation of two European entities and the reversal of an accrual related to a legacy asset that was closed in the first quarter of fiscal 2014.

Impairments. Impairments of real estate increased to $0.6 million in the three months ended September 30, 2013. The impairment was due to a decline in the fair value of legacy real estate assets.

Interest expense on third party debt. Interest expense on third party debt decreased $18.5 million, or 53.0%, from $35.0 million in the three months ended September 30, 2012 to $16.5 million in the three months ended September 30, 2013. The decrease was a result of the refinancing of our senior debt facilities in December 2012, which lowered the average effective interest rate on our senior debt facilities from approximately 11.0% to approximately 8.0%, as well as a lower average outstanding principal balance for the three months ended September 30, 2013.

Interest expense on notes payable to affiliates. Interest expense on notes payable to affiliates increased $11.7 million, or 21.2 %, from $55.4 million in the three months ended September 30, 2012 to $67.1 million in the three months ended September 30, 2013 due to a higher principal amount of indebtedness outstanding in the three months ended September 30, 2013. Interest on notes payable to affiliates accrues without payment and is added to the principal balance of the notes on a quarterly basis.

Loss from equity method investments. Loss from equity method investments increased to $1.6 million in the three months ended September 30, 2013 primarily as a result of recording our share of net loss from our investments in Leisura US 1, Lodestar Golf and Blue Mountain.

Other income (expense), net. Other income (expense), net, decreased $0.6 million from other income, net of $0.4 million in the three months ended September 30, 2012 to other expense, net of $0.2 million in the three months ended September 30, 2013. The decrease was primarily due to a change in foreign exchange from a gain of $0.4 million in the three months ended September 30, 2012 to a loss of $0.1 million in the three months ended September 30, 2013.

Income tax expense. Income tax expense decreased $0.3 million, or 27.9%, from $1.0 million in the three months ended September 30, 2012 to $0.7 million in the three months ended September 30, 2013. The decrease in tax expense is primarily due to a decrease in taxable income for our taxable Canadian operations.

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Mountain

	Three Months Ended September 30,
	2012			2013			Change			% Change
RevPAR	$	38.79		$	37.18		$	(1.61	)		(4.2)	%
ADR	$	121.76		$	119.83		$	(1.93	)		(1.6)	%
Mountain revenue:	(dollars in thousands)
Lift	$	1,815		$	1,674		$	(141	)		(7.8)	%
Lodging		8,673			8,217			(456	)		(5.3)	%
Ski School		511			533			22			4.3	%
Retail and Rental		5,572			5,590			18			0.3	%
Food and Beverage		6,264			6,349			85			1.4	%
Other		10,424			10,942			518			5.0	%
Total Mountain Revenue	$	33,259		$	33,305		$	46			0.1	%
Mountain Adjusted EBITDA	$	(19,588	)	$	(22,590	)	$	(3,002	)		15.3	%

Total Mountain revenue. Total Mountain revenue remained relatively flat at $33.3 million for the three months ended September 30, 2012 when compared to the three months ended September 30, 2013.

Lift revenue. Lift revenue remained relatively flat in the three months ended September 30, 2012 when compared to the three months ended September 30, 2013.

Lodging revenue. Lodging revenue decreased $0.5 million, or 5.3%, from $8.7 million in the three months ended September 30, 2012 to $8.2 million in the three months ended September 30, 2013. This decrease in the three months ended September 30, 2013 was attributable to the decrease in RevPAR.

Ski school revenue. Ski school revenue remained relatively flat at $0.5 million for the three months ended September 30, 2012 when compared to the three months ended September 30, 2013. Ski school revenue for the first quarter of the fiscal year is typically generated from the mountain biking programs and mountain biking coaching activities.

Retail and rental revenue. Retail and rental revenue remained relatively flat at $5.6 million for the three months ended September 30, 2012 when compared to the three months ended September 30, 2013. Retail and rental revenue for the first quarter of the fiscal year is typically generated from the rental of mountain bikes in the summer months.

Food and beverage revenue. Food and beverage revenue remained relatively flat at $6.3 million for the three months ended September 30, 2012 when compared to the three months ended September 30, 2013.

Other revenue. Other revenue increased $0.5 million, or 5.0%, from $10.4 million in the three months ended September 30, 2012 to $10.9 million in the three months ended September 30, 2013. The increase in other revenue is primarily attributable to an increase in our summer mountain biking operations.

Mountain Adjusted EBITDA. Mountain Adjusted EBITDA decreased $3.0 million, or 15.3%, from a loss of $19.6 million for the three months ended September 30, 2012 to a loss of $22.6 million for the three months ended September 30, 2013. The decrease in Mountain Adjusted EBITDA was related to an increase in variable expenses over the prior year in response to the challenging weather conditions in 2012.

Adventure

	Three Months Ended September 30,
	2012		2013		Change			% Change
CMH Guest Nights		2,605		2,956		351			13.5	%
CMH RevPGN	$	1,426	$	1,253	$	(172	)		(12.1)	%
	(dollars in thousands)
Adventure revenue	$	29,047	$	22,617	$	(6,430	)		(22.1)	%
Adventure Adjusted EBITDA	$	7,153	$	3,656	$	(3,497	)		(48.8)	%

Adventure revenue. Adventure revenue decreased $6.4 million, or 22.1%, from $29.0 million in the three months ended September 30, 2012 to $22.6 million in the three months ended September 30, 2013. This decrease was primarily due to a decrease in ancillary services with CMH revenue remaining relatively flat. The decrease in ancillary services was primarily attributable to a return to a more typical firefighting season in Canada.

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Adventure Adjusted EBITDA. Adventure Adjusted EBITDA decreased $3.5 million, or 48.8%, from $7.2 million in the three months ended September 30, 2012 to $3.7 million in the three months ended September 30, 2013. The decrease in Adventure Adjusted EBITDA was related to a $6.4 million decrease in Adventure revenue partially offset by a $3.5 million decrease in Adventure operating expenses, which decreased from $22.0 million in the three months ended September 30, 2012 to $18.4 million in the three months ended September 30, 2013, and by the removal of $0.6 million of Adjusted EBITDA in the three months ended September 30, 2013 attributable to noncontrolling interest in Alpine Helicopters as a result of the restructuring of those operations in January 2013. The decrease in operating expense was primarily attributable to lower variable expenses associated with reduced firefighting activity.

Real Estate

	Three Months Ended September 30,
	2012		2013		Change			% Change
	(dollars in thousands)
Real Estate Revenue	$	15,148	$	13,250	$	(1,898	)		(12.5)	%
Real Estate Adjusted EBITDA	$	2,069	$	1,477	$	(592	)		(28.6)	%

Real Estate revenue. Real Estate revenue decreased $1.9 million, or 12.5%, from $15.1 million in the three months ended September 30, 2012 to $13.3 million in the three months ended September 30, 2013. The decrease was primarily attributable to lower IRCG revenues due to lower Club Intrawest point sales.

Real Estate Adjusted EBITDA. Real Estate Adjusted EBITDA decreased $0.6 million, or 28.6%, from $2.1 million in the three months ended September 30, 2012 to $1.5 million in the three months ended September 30, 2013. Real Estate revenues decreased $1.9 million while real estate operating expenses decreased $1.2 million, from $15.0 million in the three months ended September 30, 2012 to $13.8 million for the three months ended September 30, 2013 stemming from decreased IRCG operating expenses as a result of lower sales volumes.

Comparison of Operating Results in Fiscal Years 2012 and 2013

The following table presents our consolidated statements of operations for fiscal 2012 and 2013:

	Year Ended June 30,
	2012			2013			$ Change			% Change
	(dollars in thousands)
Revenues	$	513,447		$	524,407		$	10,960			2.1	%
Operating expenses		453,187			448,944			(4,243	)		(0.9)	%
Depreciation and amortization		57,655			58,342			687			1.2	%
Loss on disposal of assets		9,443			12,448			3,005			31.8	%
Impairment of long-lived assets		782			143			(639	)		(81.7)	%
Impairment of real estate		8,137			1,052			(7,085	)		(87.1)	%
Goodwill impairment		3,575			—			(3,575	)		(100.0)	%
Income (loss) from operations		(19,332	)		3,478			22,810			118.0	%
Interest income		7,467			6,630			(837	)		(11.2)	%
Interest expense on third party debt		(135,929	)		(98,437	)		37,492			(27.6)	%
Interest expense on notes payable to affiliates		(195,842	)		(236,598	)		(40,756	)		20.8	%
Earnings (loss) from equity method investments		538			(5,147	)		(5,685	)		*
Gain on disposal of equity method investments		—			18,923			18,923			*
Loss on extinguishment of debt		—			(11,152	)		(11,152	)		*
Other income, net		1,199			1,973			774			64.6	%
Loss from continuing operations before income taxes		(341,899	)		(320,330	)		21,569			(6.3)	%
Income tax benefit		(5,836	)		(23,616	)		(17,780	)		304.7	%
Net loss		(336,063	)		(296,714	)		39,349			(11.7)	%
Loss attributable to noncontrolling interest		—			757			757			*
Net loss attributable to Intrawest Cayman L.P.	$	(336,063	)	$	(295,957	)	$	40,106			(11.9)	%

Total revenue. Total revenue increased $11.0 million, or 2.1%, from $513.4 million in fiscal 2012 to $524.4 million in fiscal 2013, primarily as a result of an increase in our total reportable segment revenue of $35.7 million, which included increases of $28.2 million, $4.1 million and $3.3 million in Mountain, Adventure and Real Estate revenue, respectively. These increases were partially offset by a decrease in legacy, non-core and other revenue of

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$24.7 million, or 77.8%, from $31.7 million in fiscal 2012 to $7.1 million in fiscal 2013. This decrease is primarily a result of the wind down of legacy businesses, including Madrid SnowZone and certain non-core commercial property management businesses.

Operating expenses. Operating expenses decreased $4.2 million, or 0.9%, from $453.2 million in fiscal 2012 to $448.9 million in fiscal 2013. Total reportable segment operating expenses increased by $21.9 million in fiscal 2013 compared to fiscal 2012. Mountain operating expenses increased by $23.0 million in fiscal 2013, while Adventure and Real Estate operating expenses decreased $0.7 million and $0.4 million, respectively. Offsetting these increases in reportable segment operating expenses was a $25.6 million decrease in legacy and other non-core operating expenses, which decreased from $45.5 million in fiscal 2012 to $19.9 million in fiscal 2013. Contributing to the decrease in legacy and other non-core operating expenses was a $25.7 million decrease in operating expenses associated with non-core operations, such as Madrid SnowZone and certain non-core commercial property management businesses.

Loss on disposal of assets. In fiscal 2012, the loss of $9.4 million was related to the sale of non-core land at Copper Mountain. In fiscal 2013, the loss was primarily related to the sale of certain wholly-owned interests in commercial real estate and development land at Blue Mountain and development land at Mammoth.

Impairments. Goodwill impairments, impairments of long-lived assets and impairments of real estate decreased $11.3 million, or 90.4%, from $12.5 million in fiscal 2012 to $1.2 million in fiscal 2013. In fiscal 2012, we recognized an $8.1 million real estate impairment due to a downturn in the real estate market, which caused the carrying value of our real estate assets held for development to be higher than the fair value. In fiscal 2013, we recognized a $1.1 million real estate impairment as a result of a decline in the fair value of legacy real estate assets. In fiscal 2012, we also recognized a goodwill impairment of $3.6 million related to a real estate reporting unit. There were no goodwill impairments in fiscal 2013.

Interest income. Interest income decreased $0.8 million, or 11.2%, from $7.5 million in fiscal 2012 to $6.6 million in fiscal 2013. The decrease is primarily the result of lower interest rates earned on our available cash in fiscal 2013 and repayment of certain real estate notes receivable.

Interest expense on third party debt. Interest expense on third party debt decreased $37.5 million, or 27.6%, from $135.9 million in fiscal 2012 to $98.4 million in fiscal 2013. The decrease was a result of the refinancing of our senior debt facilities in December 2012, which lowered the average effective interest rate on our senior debt facilities from approximately 11.0% to approximately 8.0%, as well as a lower average outstanding principal balance in fiscal 2013.

Interest expense on notes payable to affiliates. Interest expense on notes payable to affiliates increased $40.8 million, or 20.8%, from $195.8 million in fiscal 2012 to $236.6 million in fiscal 2013 due to a higher principal amount of indebtedness outstanding in fiscal 2013. Interest on notes payable to affiliates accrues without payment and is added to the principal balance of the notes on a quarterly basis.

Earnings (loss) from equity method investments. Earnings (loss) from equity method investments decreased $5.7 million, from earnings of $0.5 million in fiscal 2012 to a loss of $5.1 million in fiscal 2013. The change in fiscal 2013 is primarily a result of recording our share of net loss from our investment in Whistler Holdings prior to the sale in December 2012.

Gain on disposal of equity method investments. The gain on disposal of equity method investments in fiscal 2013 resulted from the sale of our investment in Whistler Holdings in December 2012.

Loss on extinguishment of debt. In December 2012, we refinanced our senior debt facilities and recognized a $11.2 million loss on extinguishment, which reflects the write-off of unamortized debt issuance costs and related fees.

Other income, net. Other income, net increased $0.8 million from $1.2 million in fiscal 2012 to $2.0 million in fiscal 2013 principally as a result of gains on foreign currency in fiscal 2013.

Income tax benefit. We realized an income tax benefit of $5.8 million in fiscal 2012 compared to a benefit of $23.6 million in fiscal 2013. The 2013 tax benefit is primarily due to a decrease in the valuation allowance attributable to a restructuring of our Canadian operations that will allow us to utilize additional deferred tax assets.

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Mountain

	Fiscal Year Ended June 30,
	2012		2013		Change			% Change
Skier Visits		2,758,970		3,146,119		387,149			14.0	%
Revenue per Visit	$	112.64	$	107.75	$	(4.89	)		(4.3)	%
ETP	$	47.65	$	45.92	$	(1.73	)		(3.6)	%
RevPAR	$	48.74	$	53.12	$	4.38			9.0	%
ADR	$	157.57	$	157.28	$	(0.29	)		(0.2)	%
Mountain revenue:	(dollars in thousands)
Lift	$	131,453	$	144,480	$	13,027			9.9	%
Lodging		39,380		41,982		2,602			6.6	%
Ski School		24,669		27,042		2,373			9.6	%
Retail and Rental		40,208		44,385		4,177			10.4	%
Food and Beverage		38,464		43,711		5,247			13.6	%
Other		36,591		37,403		812			2.2	%
Total Mountain Revenue	$	310,765	$	339,003	$	28,238			9.1	%
Mountain Adjusted EBITDA	$	66,051	$	72,353	$	6,302			9.5	%

Total Mountain revenue. Total Mountain revenue increased $28.2 million, or 9.1%, from $310.8 million in fiscal 2012 to $339.0 million in fiscal 2013, primarily as a result of a 14.0% increase in Skier Visits in fiscal 2013. Increased visitation for fiscal 2013 was driven by improved snowfall and conditions, increased leisure travel interest and favorable spring break schedules.

Lift revenue. Lift revenue increased $13.0 million, or 9.9%, from $131.5 million in fiscal 2012 to $144.5 million in fiscal 2013. This increase in fiscal 2013 was attributable to an increase in Skier Visits.

Lodging revenue. Lodging revenue increased $2.6 million, or 6.6%, from $39.4 million in fiscal 2012 to $42.0 million in fiscal 2013. The increase in fiscal 2013 was attributable to the increase in RevPAR partially offset by a slight decrease in ADR. The increase in RevPAR was driven by the same factors that led to increased visitation levels.

Ski school revenue. Ski school revenue increased $2.4 million, or 9.6%, from $24.7 million in fiscal 2012 to $27.0 million in fiscal 2013. The increase in fiscal 2013 was primarily attributable to an increase in Skier Visits.

Retail and rental revenue. Retail and rental revenue increased $4.2 million, or 10.4%, from $40.2 million in fiscal 2012 to $44.4 million in fiscal 2013. The increase in fiscal 2013 was primarily attributable to an increase in Skier Visits.

Food and beverage revenue. Food and beverage revenue increased $5.2 million, or 13.6%, from $38.5 million in fiscal 2012 to $43.7 million in fiscal 2013. The increase in fiscal 2013 was primarily attributable to an increase in Skier Visits.

Other revenue. Other revenue increased $0.8 million, or 2.2%, from $36.6 million in fiscal 2012 to $37.4 million in fiscal 2013. The increase in other revenue is primarily attributable to an increase in our summer mountain biking operations and summer visitation at our resorts.

Mountain Adjusted EBITDA. Mountain Adjusted EBITDA increased $6.3 million, or 9.5%, from $66.1 million in fiscal 2012 to $72.4 million in fiscal 2013. The increase in Mountain Adjusted EBITDA was related to a $28.2 million increase in Mountain revenue and a $1.0 million increase in our pro rata share of EBITDA for our equity method investment in Blue Mountain Resorts Limited, which increased from $5.9 million in fiscal 2012 to $6.9 million in fiscal 2013. Partially offsetting these increases was a $23.0 million increase in Mountain operating expenses, which increased from $250.6 million in fiscal 2012 to $273.6 million in fiscal 2013, primarily as a result of higher Skier Visits in fiscal 2013, the absence in fiscal 2013 of temporary cost control measures, including the reduction of seasonal personnel, that were implemented in fiscal 2012 and higher incentive compensation expense in fiscal 2013.

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Adventure

	Year Ended June 30,
	2012		2013		Change			% Change
CMH Guest Nights		37,829		36,237		(1,592	)		(4.2)	%
CMH RevPGN	$	1,650	$	1,693	$	43			2.6	%
	(dollars in thousands)
Adventure revenue	$	109,496	$	113,622	$	4,126			3.8	%
Adventure Adjusted EBITDA	$	16,151	$	19,740	$	3,589			22.2	%

Adventure revenue. Adventure revenue increased $4.1 million, or 3.8%, from $109.5 million in fiscal 2012 to $113.6 million in fiscal 2013. This increase was primarily due to an increase in revenue from ancillary services partially offset by a decrease in CMH revenue. CMH revenue decreased $1.1 million, or 1.8%, in fiscal 2013 compared to fiscal 2012. The decrease was primarily attributable to a decrease of 4.2% in CMH Guest Nights, partially offset by the elimination of early booking discounts in fiscal 2013. The decline in CMH Guest Nights was primarily attributable to a decline in European customers as a result of weak European economic conditions. European customers historically have comprised more than 40% of our total CMH winter customers.

Revenue from ancillary services increased $5.2 million, or 11.2%, in fiscal 2013 compared to fiscal 2012. This increase was primarily attributable to increased fire suppression activities resulting from above average forest fire activity in the Western United States and Western Canada.

Adventure Adjusted EBITDA. Adventure Adjusted EBITDA increased $3.6 million, or 22.2%, from $16.2 million in fiscal 2012 to $19.7 million in fiscal 2013. The increase in Adventure Adjusted EBITDA was related to a $4.1 million increase in Adventure revenue and a $0.7 million decrease in Adventure operating expenses, which decreased from $93.3 million in fiscal 2012 to $92.7 million in fiscal 2013, partially offset by $1.2 million of Adjusted EBITDA attributable to noncontrolling interest in Alpine Helicopters as a result of the restructuring of those operations in fiscal 2013.

Real Estate

	Year Ended June 30,
	2012		2013		Change		% Change
	(dollars in thousands)
Real Estate Revenue	$	61,439	$	64,726	$	3,287		5.4	%
Real Estate Adjusted EBITDA	$	9,855	$	13,167	$	3,312		33.6	%

Real Estate revenue. Real Estate revenue increased $3.3 million, or 5.4%, from $61.4 million in fiscal 2012 to $64.7 million in fiscal 2013. The increase included a $1.2 million increase in Playground revenues as a result of the acceleration of commissions relating to the exit of our brokerage engagement at Honua Kai Resort and Spa in Maui. Additionally, revenues from IHM increased $1.1 million due to higher occupancy and ADR, and IRCG revenues increased $1.1 million due to higher point sales stemming from improved economic conditions and enhanced marketing initiatives.

Real Estate Adjusted EBITDA. Real Estate Adjusted EBITDA increased $3.3 million, or 33.6%, from $9.9 million in fiscal 2012 to $13.2 million in fiscal 2013. Real Estate revenues increased $3.3 million in fiscal 2013, while real estate operating expenses decreased $0.4 million, from $58.8 million in fiscal 2012 to $58.4 million in fiscal 2013. Of this total, IRCG operating expenses decreased $0.5 million in fiscal 2013 as a result of lower marketing and business development expenses, Playground expenses decreased $1.0 million and land holding costs decreased by $0.2 million, while IHM operating expenses increased $1.1 million in fiscal 2013 to support the increased occupancy at Westin Monache. We also recognized a $0.5 million decrease in our pro rata share of EBITDA for our equity method investments in Mammoth Hospitality Management, LLC and Chateau M.T. Inc. in fiscal 2013. Interest income from IRCG remained flat in fiscal 2013 at $4.8 million.

66

Comparison of Operating Results in Fiscal Years 2011 and 2012

The following table presents our consolidated statements of operations for fiscal 2011 and 2012:

	Year Ended June 30,
	2011			2012			$ Change			% Change
	(dollars in thousands)
Revenue	$	559,523		$	513,447		$	(46,076	)		(8.2)	%
Operating expenses		504,005			453,187			(50,818	)		(10.1)	%
Depreciation and amortization		76,371			57,655			(18,716	)		(24.5)	%
Loss on disposal of assets		26,196			9,443			(16,753	)		(64.0)	%
Impairment of long-lived assets		12,140			782			(11,358	)		(93.6)	%
Impairment of real estate		73,230			8,137			(65,093	)		(88.9)	%
Goodwill impairment		64,097			3,575			(60,522	)		(94.4)	%
Income (loss) from operations		(196,516	)		(19,332	)		177,184			90.2	%
Interest income		9,162			7,467			(1,695	)		(18.5)	%
Interest expense on third party debt		(143,463	)		(135,929	)		7,534			(5.3)	%
Interest expense on notes payable to affiliates		(160,943	)		(195,842	)		(34,899	)		21.7	%
Earnings (loss) from equity method investments		8,299			538			(7,761	)		(93.5)	%
Other income (expense), net		(2,021	)		1,199			3,220			159.3	%
Loss from continuing operations before income taxes		(485,482	)		(341,899	)		143,583			(29.6)	%
Income tax (benefit) expense		6,555			(5,836	)		(12,391	)		(189.0)	%
Loss from continuing operations		(492,037	)		(336,063	)		155,974			(31.7)	%
Loss from discontinued operations, net of tax		(6,469	)		—			6,469			(100.0)	%
Net loss		(498,506	)		(336,063	)		162,443			(32.6)	%
Earnings attributable to noncontrolling interest		(361	)		—			361			(100.0)	%
Net loss attributable to Intrawest Cayman L.P.		(498,867	)		(336,063	)		162,804			(32.6)	%

Total revenue. Total revenue decreased $46.1 million, or 8.2%, from $559.5 million in fiscal 2011 to $513.4 million in fiscal 2012. Total reportable segment revenue increased $1.7 million as a result of increases of $12.8 million and $0.3 million in Adventure and Real Estate revenues, respectively, partially offset by a $11.4 million decrease in Mountain revenues. The increase in total reportable segment revenue was offset by a $47.8 million decrease in legacy, non-core and other revenue, which decreased from $79.5 million in fiscal 2011 to $31.7 million in fiscal 2012. $38.6 million of this decrease is attributable to the inclusion of Whistler Blackcomb revenue in fiscal 2011 prior to our disposition of our ownership interest in the assets of Whistler Blackcomb in November 2010, with the remaining $9.2 million decrease attributable to a $4.8 million decrease associated with legacy real estate development at Winter Park, a $4.1 million decrease from divested non-core hospitality operations and a net decrease of $0.3 million in other non-core operations.

Operating expenses. Operating expenses decreased $50.8 million, or 10.1%, from $504.0 million in fiscal 2011 to $453.2 million in fiscal 2012. Total reportable segment operating expenses increased $1.9 million as a result of an increase of $12.2 million in Adventure operating expenses, partially offset by decreases of $9.5 million and $0.8 million in Mountain and Real Estate operating expenses, respectively. Offsetting the increase in total reportable segment operating expenses was a $53.7 million decrease in legacy and other non-core operating expenses, which decreased from $99.2 million in fiscal 2011 to $45.5 million in fiscal 2012. $51.1 million of this decrease is attributable to the inclusion of Whistler Blackcomb operating expenses in fiscal 2011 prior to our disposition of our ownership interest in the assets of Whistler Blackcomb in November 2010.

Depreciation and amortization. Depreciation and amortization expense decreased $18.7 million, or 24.5%, from $76.4 million in fiscal 2011 to $57.7 million in fiscal 2012, due primarily to the inclusion of depreciation and amortization on Whistler Blackcomb’s assets in fiscal 2011 prior to our divestiture of these assets in November 2010.

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Loss on disposal of assets. In fiscal 2011, the loss on disposal of assets was primarily related to a loss of $24.1 million on the sale of our interest in the assets of Whistler Blackcomb in November 2010. In fiscal 2012, the loss of $9.4 million was related to the sale of legacy real estate at Copper Mountain.

Impairments. Goodwill impairments, impairments of long-lived assets and impairments of real estate decreased $137.0 million, or 91.6%, from $149.5 million in fiscal 2011 to $12.5 million in fiscal 2012. We recognized a $73.2 million real estate impairment in fiscal 2011 and a $8.1 million real estate impairment in fiscal 2012 due to a downturn in the real estate market, which caused the carrying value of our real estate assets held for development to be higher than the fair value. In fiscal 2011, we recognized a goodwill impairment of $64.1 million related to the change in expectations associated with two of our resorts. In fiscal 2012, we recognized a goodwill impairment of $3.6 million related to a real estate reporting unit.

Interest income. Interest income decreased $1.7 million, or 18.5%, from $9.2 million in fiscal 2011 to $7.5 million in fiscal 2012. The decrease is primarily attributable to a $0.1 million decrease in income from our IRCG receivables portfolio, a $0.4 million decrease in interest earned from legacy real estate sales where we provide seller financing and a $1.2 million decrease in other interest income.

Interest expense on third party debt. Interest expense on third party debt decreased $7.5 million, or 5.3%, from $143.5 million in fiscal 2011 to $135.9 million in fiscal 2012. The decrease in interest expense was associated with a decrease in our third party senior debt in fiscal 2012 compared to fiscal 2011 after giving effect to the application of the net proceeds from the sale of our ownership interest in the assets of Whistler Blackcomb in November 2010.

Interest expense on notes payable to affiliates. Interest expense on notes payable to affiliates increased $34.9 million, or 21.7%, from $160.9 million in fiscal 2011 to $195.8 million in fiscal 2012 due to a higher principal amount of indebtedness outstanding. Interest on notes payable to affiliates accrues without payment and is added to the principal balance of the notes on a quarterly basis.

Earnings (loss) from equity method investments. Earnings from equity method investments decreased $7.8 million, or 93.5%, from $8.3 million in fiscal 2011 to $0.5 million in fiscal 2012. The decrease was primarily associated with lower earnings from our resort investments, which were negatively affected by the poor weather conditions during fiscal 2012.

Other income (expenses), net. Other income (expense), net increased $3.2 million from other expense, net of $2.0 million in fiscal 2011 to other income of $1.2 million in fiscal 2012 principally as a result of gains on foreign currency in fiscal 2012 of $1.9 million.

Income taxes. We incurred income tax expense of $6.6 million in fiscal 2011 compared to a benefit of $5.8 million in fiscal 2012. The tax benefit is primarily due to a decrease in our reserve for unrecognized tax benefits of $6.0 million attributable to the lapse of the statute of limitations related to a state tax matter.

Mountain

	Year Ended June 30,
	2011		2012		Change			% Change
Skier Visits		3,192,388		2,758,970		(433,418	)		(13.6)	%
Revenue per Visit	$	100.94	$	112.64	$	11.70			11.6	%
ETP	$	43.34	$	47.65	$	4.31			9.9	%
RevPAR	$	48.76	$	48.74	$	(0.02	)		0	%
ADR	$	157.35	$	157.57	$	0.22			0.1	%
Mountain revenue:	(dollars in thousands)
Lift	$	138,364	$	131,453	$	(6,911	)		(5.0)	%
Lodging		40,647		39,380		(1,267	)		(3.1)	%
Ski School		25,614		24,669		(945	)		(3.7)	%
Retail and Rental		40,777		40,208		(569	)		(1.4)	%
Food and Beverage		39,368		38,464		(904	)		(2.3)	%
Other		37,424		36,591		(833	)		(2.2)	%
Total Mountain Revenue	$	322,194	$	310,765	$	(11,429	)		(3.5)	%
Mountain Adjusted EBITDA	$	69,805	$	66,051	$	(3,754	)		(5.4)	%

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Total revenue. Total revenue from the Mountain segment decreased $11.4 million, or 3.5%, from $322.2 million in fiscal 2011 to $310.8 million in fiscal 2012. This decrease was primarily attributable to a decrease in Skier Visits of 13.6%, from 3.2 million in fiscal 2011 to 2.8 million in fiscal 2012, due to poor weather conditions during the 2011/2012 ski season.

Lift revenue. Lift revenue decreased $6.9 million, or 5.0%, from $138.4 million in fiscal 2011 to $131.5 million to fiscal 2012. This decrease in fiscal 2012 was attributable to a decrease in Skier Visits.

Lodging revenue. Lodging revenue decreased $1.3 million, or 3.1%, from $40.6 million in fiscal 2011 to $39.4 million in fiscal 2012. The decrease in fiscal 2012 was attributable to a decrease in RevPAR partially offset by a slight increase in ADR. The decrease in RevPAR was driven by the same factors that led to decreased visitation levels.

Ski school revenue. Ski school revenue decreased $0.9 million, or 3.7%, from $25.6 million in fiscal 2011 to $24.7 million in fiscal 2012. The decrease in fiscal 2012 was primarily attributable to a decrease in Skier Visits offset by an increase in Revenue per Visit. The increase in Revenue per Visit was primarily the result of a greater percentage of destination customers in the skier mix.

Retail and rental revenue. Retail and rental revenue decreased $0.6 million, or 1.4%, from $40.8 million in fiscal 2011 to $40.2 million in fiscal 2012. The decrease in fiscal 2012 was primarily attributable to a decrease in Skier Visits offset almost entirely by an increase in Revenue per Visit as a result of a greater percentage of destination customers in the skier mix.

Food and beverage revenue. Food and beverage revenue decreased $0.9 million, or 2.3%, from $39.4 million in fiscal 2011 to $38.5 million in fiscal 2012. The decrease in fiscal 2012 was primarily attributable to a decrease in Skier Visits offset slightly by an increase in Revenue per Visit as a result of a greater percentage of destination customers in the skier mix.

Other revenue. Other revenue decreased $0.8 million, or 2.2%, from $37.4 million in fiscal 2011 to $36.6 million in fiscal 2012. The decrease in fiscal 2012 was primarily attributable to a decrease in Skier Visits, which resulted in a decrease in revenues from other winter activities at our resorts.

Mountain Adjusted EBITDA. Mountain Adjusted EBITDA decreased $3.7 million, or 5.4%, from $69.8 million in fiscal 2011 to $66.1 million in fiscal 2012. The decrease in Mountain Adjusted EBITDA was related to a $11.4 million decrease in Mountain revenue and a $1.8 million decrease in our pro rata share of EBITDA for our equity method investment in Blue Mountain Resorts Limited, which decreased from $7.7 million in fiscal 2011 to $5.9 million in fiscal 2012 due to decreased visitation as a result of poor weather conditions during the 2011/2012 ski season. Partially offsetting these decreases was a $9.5 million decrease in Mountain operating expenses, which decreased from $260.1 million in fiscal 2011 to $250.6 million in fiscal 2012, primarily due to temporary cost control measures, including the reduction of seasonal personnel, in fiscal 2012 in response to decreased visitation, decreased resort compensation and benefits as a result of lower bonus expenses and lower staffing levels across our resorts in fiscal 2012, as well as fewer operating days during the 2011/2012 ski season.

Adventure

	Year Ended June 30,
	2011		2012		Change			% Change
CMH Guest Nights		34,479		37,829		3,350			9.7	%
CMH RevPGN	$	1,670	$	1,650	$	(20	)		(1.2)	%
	(dollars in thousands)
Adventure revenue	$	96,693	$	109,496	$	12,803			13.2	%
Adventure Adjusted EBITDA	$	15,563	$	16,151	$	588			3.8	%

Adventure revenue. Adventure revenue increased $12.8 million, or 13.2%, from $96.7 million in fiscal 2011 to $109.5 million in fiscal 2012. CMH revenue increased $4.9 million, or 8.4%, in fiscal 2012 compared to fiscal 2011. The increase was primarily attributable to an increase in CMH Guest Nights, partially offset by a slight decrease in CMH RevPGN. Total Guest Nights during fiscal 2012 increased 9.7% over fiscal 2011. In contrast to most of North America, snow and weather conditions in British Columbia were favorable during most of the 2011/2012 ski season.

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Revenue from ancillary services increased $8.0 million, or 20.3%, in fiscal 2012 compared to fiscal 2011. The increase was primarily attributable to increased MRO revenues associated with an increase in third party job volume.

Adventure Adjusted EBITDA. Adventure Adjusted EBITDA increased $0.6 million, or 3.8%, from $15.6 million in fiscal 2011 to $16.2 million in fiscal 2012. The increase in Adventure Adjusted EBITDA was related to a $12.8 million increase in Adventure revenue, partially offset by a $12.2 million increase in Adventure operating expenses, which increased from $81.1 million in fiscal 2011 to $93.3 million fiscal 2012. Adventure operating expenses increased as a result of the increase in CMH Guest Nights and an increase in ancillary services.

Real Estate

	Year Ended June 30,
	2011		2012		Change		% Change
	(dollars in thousands)
Real Estate Revenue	$	61,165	$	61,439	$	274		0.4	%
Real Estate Adjusted EBITDA	$	9,002	$	9,855	$	853		9.5	%

Real Estate revenue. Real Estate revenue increased $0.3 million, or 0.4%, from $61.2 million in fiscal 2011 to $61.4 million in fiscal 2012. IHM revenues increased $5.1 million due to higher occupancy and higher ADR and a $1.0 million increase in commercial revenues. Partially offsetting the increase in revenues was a decrease in IRCG revenues of $3.6 million related to lower point sales and a decrease in Playground revenues of $1.3 million related to a smaller number of units sold at Honua Kai.

Real Estate Adjusted EBITDA. Real Estate Adjusted EBITDA increased $0.9 million, or 9.5%, from $9.0 million in fiscal 2011 to $9.9 million in fiscal 2012. The increase in Real Estate Adjusted EBITDA was primarily related to a $0.3 million increase in Real Estate revenue and a $0.8 million decrease in Real Estate operating expenses, which decreased from $59.6 million in fiscal 2011 to $58.8 million in fiscal 2012. In addition, our income earned from receivables decreased $0.1 million while our pro rata share of EBITDA from our equity method investments in Mammoth Hospitality Management, LLC and Chateau M.T. Inc. increased by $0.1 million.

Liquidity and Capital Resources

Overview

Our primary goal as it relates to liquidity and capital resources is to attain and retain the optimal level of debt and cash to maintain and fund expansions, replacement projects and other capital investments and to ensure that we are poised for external growth in our industries. Our principal sources of liquidity are cash generated from operations, funds from borrowings and existing cash on hand. Our principal uses of cash include the funding of working capital obligations, capital expenditures and servicing our debt.

Due to the seasonality of our business cycle, there are significant fluctuations in our cash and liquidity throughout the year. Our cash balances are typically at their highest at the end of our third fiscal quarter, following the ski season, and at their lowest toward the middle of our second fiscal quarter, before the start of the ski season.

Over the next 12 months, we anticipate cash flows from operations to be the principal source of cash and believe current assets and cash generated from operations will be sufficient to meet anticipated working capital needs, planned capital expenditures and debt service obligations. We intend to use the net proceeds to us from this offering for working capital and other general corporate purposes, which may include potential investments in, and acquisitions of, ski and adventure travel businesses and assets. We may also elect to use cash from operations, debt or equity proceeds or a combination thereof to finance future acquisition opportunities.

Significant Sources of Cash

Historically, we have financed our capital expenditures and other cash needs through cash generated from operations. We generated $21.1 million, $43.4 million and $41.8 million of cash from operating activities during fiscal 2011, 2012 and 2013, respectively, and used $5.3 million and generated $0.4 million of cash from operating activities during the three months ended September 30, 2012 and 2013, respectively. We currently anticipate that our ongoing operations will continue to provide a significant source of future operating cash flows with the second and

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third fiscal quarters generating the highest cash flows due to the seasonality of our business. We have also generated significant cash flows in the fiscal years presented from asset sales, including our sale of the assets of Whistler Blackcomb and legacy real estate assets. These transactions generated $542.0 million, $4.8 million and $135.9 million of cash for fiscal 2011, 2012 and 2013, respectively, and $0.8 million and $0.1 million of cash for the three months ended September 30, 2012 and 2013, respectively. Following this offering, we do not expect to generate significant cash flows from non-core asset sales, as we have divested substantially all of our non-core real estate assets.

Our cash and cash equivalents balance as of September 30, 2013 was $44.9 million. As of September 30, 2013, after giving effect to the Pro Forma Transactions our cash and cash equivaltents balance was $59.1 million. Additionally, as of December 9, 2013, we had $25.0 million of available borrowings under the New Credit Agreement. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”

Significant Uses of Cash

Our current cash requirements include providing for our working capital requirements, capital expenditures and servicing our debt. We generate the majority of our cash during the ski season, which is in our second and third fiscal quarters, primarily due to the seasonality of our business.

We make capital expenditures to maintain the high quality of our operations within our Mountain, Adventure and Real Estate segments. Many of these capital expenditures are non-discretionary, including snow grooming machine replacement, snowmaking equipment upgrades and building refurbishments. We also make capital expenditures that are discretionary in nature that are intended to improve our level of service or increase the scale of our operations, such as our commencement of construction of a new on-mountain restaurant and night skiing at Steamboat. We maintain a data driven approach to investment selection and the allocation of capital between competing opportunities. We have a centralized process to complete net present value, internal rate of return and sensitivity analyses for each investment idea. Senior management then reviews a prioritized list of potential investments to allocate capital to the ideas with the highest expected returns and the largest strategic benefits. Capital expenditures were $27.6 million, $30.1 million and $29.7 million in fiscal 2011, 2012 and 2013, respectively, or 4.9%, 5.9% and 5.7% of total revenue for fiscal 2011, 2012 and 2013, respectively. Capital expenditures were $5.1 million and $14.3 million for the three months ended September 30, 2012 and 2013, respectively, or 6.4% and 17.7% of total revenue for the respective periods. The increase in capital expenditures in the three months ended September 30, 2013 was attributable to several growth capital projects undertaken in the fiscal quarter.

We paid principal, interest and fees to our lenders of $671.2 million, $92.2 million and $819.8 million for fiscal 2011, 2012 and 2013, respectively, and $15.6 million and $13.4 million for the three months ended September 30, 2012 and 2013, respectively. As of September 30, 2013, after giving effect to the Pro Forma Transactions, we had $540.0 million outstanding under the New Credit Agreement. In connection with the Restructuring, we were released as an obligor with respect to all of our debt owed to affiliates. For more information, see “—Debt,” “Description of Certain Indebtedness” and “Unaudited Pro Forma Condensed Consolidated Financial Information.”

Cash Flows for the Three Months ended September 30, 2012 and 2013

The table below sets forth for the periods indicated our net cash flow from operating, investing and financing activities, as well as the effect of exchange rates on cash:

	Three Months Ended September 30,
	2012			2013			Change
	(in thousands)
Net cash (used in) provided by:
Operating activities	$	(5,296	)	$	384		$	5,680
Investing activities		(4,344	)		(14,543	)		(10,199	)
Financing activities		(395	)		(1,679	)		(1,284	)
Effect of exchange rate on cash		786			923			137
Net decrease in cash and cash equivalents	$	(9,249	)	$	(14,915	)	$	(5,666	)

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Cash provided by operating activities increased $5.7 million, from cash used in operating activities of $5.3 million in the three months ended September 30, 2012 to cash provided by operating activities of $0.4 million in the three months ended September 30, 2013. The change was primarily a result of a decrease in interest paid as well as the timing of cash flows related to the change in working capital.

Cash used in investing activities increased $10.2 million, from $4.3 million in the three months ended September 30, 2012 to $14.5 million in the three months ended September 30, 2013. The change was primarily driven by higher capital expenditures associated with new revenue producing projects at our resorts.

Cash used in financing activities increased $1.3 million, from $0.4 million in the three months ended September 30, 2012 to $1.7 million in the three months ended September 30, 2013. The change was primarily due to contributions from partners received in the three months ended September 30, 2012 of $2.7 million, partially offset by a decrease in repayment of debt of $1.4 million.

Cash Flows in Fiscal 2012 compared with Fiscal 2013

The table below sets forth for the periods indicated our net cash flow from operating, investing and financing activities, as well as the effect of exchange rates on cash:

	Year Ended June 30,
	2012			2013			Change
	(in thousands)
Net cash (used in) provided by:
Operating activities	$	43,390		$	41,765		$	(1,625	)
Investing activities		(21,286	)		105,407			126,693
Financing activities		(41,518	)		(133,683	)		(92,165	)
Effect of exchange rate on cash		609			(622	)		(1,231	)
Net (decrease) increase in cash and cash equivalents	$	(18,805	)	$	12,867		$	31,672

Cash provided by operating activities decreased $1.6 million, from $43.4 million in fiscal 2012 to $41.8 million in fiscal 2013. The change was primarily a result of additional interest paid in fiscal 2013 as well as the timing of cash flows related to the change in working capital.

Cash provided by investing activities increased $126.7 million, from cash used in investing activities of $21.3 million in fiscal 2012 to cash provided by investing activities of $105.4 million in fiscal 2013. The increase in cash provided by investing activities was primarily related to the sale of our equity investment in Whistler Holdings and certain non-core commercial properties in fiscal 2013.

Cash used in financing activities increased $92.2 million, from $41.5 million in fiscal 2012 to $133.7 million in fiscal 2013. In December 2012, we entered into the First Lien Credit Agreement and the Second Lien Credit Agreement, the borrowings under which were used to refinance and replace the borrowings under our outstanding senior indebtedness, including the payment of related prepayments fees, issuance costs, transaction and legal fees. Total costs of the debt refinancing were $21.9 million, which were recorded as deferred financing costs, and $11.2 million was recorded as a loss on extinguishment of debt.

Cash Flows in Fiscal 2011 compared with Fiscal 2012

The table below sets forth for the periods indicated our net cash flow from operating, investing and financing activities, as well as the effect of exchange rates on cash:

	Year Ended June 30,
	2011			2012			Change
	(in thousands)
Net cash (used in) provided by:
Operating activities	$	21,140		$	43,390		$	22,250
Investing activities		514,497			(21,286	)		(535,783	)
Financing activities		(572,797	)		(41,518	)		531,279
Effect of exchange rate on cash		6,694			609			(6,085	)
Net decrease in cash and cash equivalents	$	(30,466	)	$	(18,805	)	$	11,661

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Cash provided by operating activities increased $22.3 million, from $21.1 million in fiscal 2011 to $43.4 million in fiscal 2012. The change was primarily a result of a decrease in interest paid in fiscal 2012.

Cash used in investing activities increased $535.8 million, from cash provided by investing activities of $514.5 million in fiscal 2011 to cash used by investing activities of $21.3 million in fiscal 2012. In fiscal 2011, we disposed of our interest in the assets of Whistler Blackcomb and received proceeds of $513.0 million.

Cash used in financing activities decreased $531.3 million, from $572.8 million in fiscal 2011 to $41.5 million in fiscal 2012. The decrease was primarily related to the repayment of debt from the proceeds from the Whistler Blackcomb asset sale in fiscal 2011.

Debt

As of September 30, 2013, we were a party to the First Lien Credit Agreement, the Second Lien Credit Agreement and various credit agreements governing the notes payable to affiliates. As of September 30, 2013, $2.0 billion of borrowings were outstanding under these debt agreements. Our total remaining borrowing capacity under these debt agreements as of September 30, 2013 was $20.0 million. The First Lien Credit Agreement and the Second Lien Credit Agreement had a weighted average effective interest rate of approximately 8.0%. Notes payable to affiliates accrued interest without payment and unpaid interest was added on a quarterly basis to the principal balance.

On December 9, 2013, one of our subsidiaries entered into the New Credit Agreement. The borrowings under the New Credit Agreement, together with cash on hand and funds contributed to us by an affiliate of Fortress, were used to refinance and replace the borrowings under the First Lien Credit Agreement and the Second Lien Credit Agreement. In addition, on the date the New Credit Agreement was entered into, we were released as an obligor with respect to all of the notes payable to affiliates, together with all accrued and unpaid interest thereon. See “Description of Certain Indebtedness” and “Unaudited Pro Forma Condensed Consolidated Financial Information.”

The New Credit Agreement contains affirmative and negative covenants that restrict, among other things, the ability of our subsidiaries to incur indebtedness, dispose of property and make investments or distributions. We expect our subsidiaries to meet all applicable covenants in our New Credit Agreement. However, there can be no assurance that our subsidiaries will meet such covenants. If such covenants are not met, we would be required to seek a waiver or amendment from the lenders who are parties to the New Credit Agreement. There can be no assurance that such waiver or amendment would be granted. The failure to obtain a waiver or amendment could result in the acceleration of the related debt, which could have a material adverse impact on our liquidity.

Contractual Obligations

As part of our ongoing operations, we enter into arrangements that obligate us to make future payments under contracts such as debt agreements, lease agreements and construction agreements in conjunction with our resort capital expenditures. A summary of our contractual obligations as of June 30, 2013 on a pro forma basis for the Pro Forma Transactions is set forth below:

Contractual Obligations(1)	Total		Fiscal 2014		2-3 years		4-5 years		More than 5 years
	(dollars in thousands)
New Credit Agreement	$	540,000	$	5,400	$	10,800	$	10,800	$	513,000
Estimated interest on New Credit Agreement		265,667		30,000		59,940		72,656		103,071
Capital lease obligations		26,082		2,658		22,641		289		494
Operating leases		39,715		11,568		13,670		7,383		7,094
Construction contract		2,041		2,041		—		—		—
Pension obligations		31,978		3,460		6,514		6,513		15,491
Purchase obligations and service contracts(2)		10,601		9,609		950		42		—
Total contractual obligations	$	916,084	$	64,736	$	114,515	$	97,683	$	639,150

(1) We do not expect any significant cash payments related to uncertain tax positions.

(2) Includes Steamboat’s contract with airlines that guarantees payment if minimum revenue goals are not attained by the airlines. For obligations with cancellation provisions, the amounts were limited to the non-cancelable portion of the agreement terms or the minimum cancellation fee. Also includes payments under a contract with a third-party provider of information technology services and payments under a guarantee of a loan agreement at Tremblant.

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Off Balance Sheet Arrangements

We do not have off balance sheet transactions that are expected to have a material effect on our financial condition, revenue, expenses, results of operations, liquidity, capital expenditures or capital resources.

Quantitative and Qualitative Disclosures About Market Risk

Inflation

Inflation and changing prices have not had a material impact on our revenues, income (loss) from operations and net loss during any of our three most recent fiscal years or the three months ended September 30, 2012 and 2013. However, to the extent inflationary trends affect short-term interest rates, a portion of our debt service costs, as well as the rates we charge on our consumer loans, may be affected.

Interest Rate Fluctuations

Our exposure to market risk is limited primarily to the fluctuating interest rates associated with variable rate indebtedness. At September 30, 2013, we had $571.6 million of variable rate indebtedness, representing approximately 29% of our total debt outstanding, at an average interest rate for the three months ended September 30, 2013 of 8%. As of September 30, 2013, LIBOR was 0.2%. As our variable-rate borrowings have a LIBOR floor of 1.25%, a 100 basis point change in LIBOR would not affect our interest payments. Our market risk exposure fluctuates based on changes in underlying interest rates. In addition, prior to October 2008, we had outstanding interest rate swap contracts that were accounted for as cash flow hedges. The outstanding swap contracts were terminated, and the terminated swap liability is currently being recognized as an adjustment to interest expense.

Foreign Currency Fluctuations

In addition to our operations in the United States, we conduct operations in Canada from which we receive revenues in foreign currencies. Because our financial results are reported in U.S. dollars, fluctuations in the value of the Canadian dollar against the U.S. dollar have had and will continue to have an effect, which may be significant, on our reported financial results. A decline in the value of the Canadian dollar or any of the other foreign currencies in which we receive revenues against the U.S. dollar will reduce our reported revenues and expenses from operations in foreign currencies, while an increase in the value of any such foreign currencies against the U.S. dollar will tend to increase our reported revenues and expenses from operations in foreign currencies. Total Canadian dollar denominated revenues comprised approximately 46.3%, 44.3% and 41.6% of our total revenues for fiscal 2011, 2012 and 2013, respectively, and 63.6% and 62.4% for the three months ended September 30, 2012 and 2013, respectively. Total Canadian dollar denominated operating expenses comprised approximately 54.8%, 47.1%, 41.3%, 44.8% and 47.2% of our operating expenses for such periods, respectively. We believe that a weaker Canadian dollar as measured against the U.S. dollar tends to have a positive effect on visitation at our Canadian resorts and CMH and acts a natural hedge, as it increases the relative attractiveness of the pricing at these resorts among American customers. Variations in exchange rates can significantly affect the comparability of our financial results between financial periods. We do not currently perform any foreign currency hedging activities related to this exposure. For additional information on the potential impact of exchange rate fluctuations on our financial results, see “Risk Factors—Risks Related to Our Business—We are subject to risks related to currency fluctuations.”

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and judgments are based on historical experience, future expectations and other factors and assumptions we believe to be reasonable under the circumstances. Actual results could differ from those estimates under different assumptions or conditions, and the impact of such differences may be material to our consolidated financial statements. The most significant estimates and judgments are reviewed on an ongoing basis and are revised when necessary. Those critical accounting policies and estimates that require the most significant judgment are discussed further below.

Real Estate Held for Development

Real estate held for development is recorded at the lower of cost and net realizable value. We provide for impairment charges where the carrying value of a particular real estate property exceeds its estimated net realizable value. We periodically obtain third party valuations and record impairment charges when the carrying values of the properties are higher than fair value. We recorded impairment charges on real estate held for development in fiscal 2011, 2012 and 2013 and in the three months ended September 30, 2012 and 2013.

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Long-Lived Assets

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of each asset category. Certain buildings, area improvements and equipment are located on leased or licensed land and are depreciated over the lesser of the lease or license term or its estimated useful life. These estimated useful lives range from three to 40 years. Finite-lived intangible assets consisting of permits and licenses, trademarks, customer relationships and other intangibles are amortized on a straight-line basis over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to our future cash flows.

We must make estimates and assumptions when accounting for capital expenditures as either a maintenance expense or a capital asset. We capitalize costs incurred to renew or extend the term of a recognized intangible asset, such as permits and licenses, and amortize such costs over the remaining estimated life of the asset. In addition, depreciation and amortization expense on long-lived assets is dependent on the assumptions we make about the assets’ estimated useful lives. We determine the estimated useful lives based on our experience with similar assets and our estimate of the usage of the asset.

Long-lived assets subject to depreciation and amortization, including property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. If actual results are not consistent with our estimates and assumptions used to calculate estimated future cash flows, we may be exposed to impairment charges. We recorded impairment charges on long-lived assets including finite-lived intangible assets in fiscal 2011, 2012 and 2013.

Goodwill

Goodwill is evaluated or tested for impairment annually as of June 30th, and at any time when events or conditions suggest impairment may have occurred. We perform a qualitative assessment to assess whether it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If the assessment indicates that a reporting unit may be impaired, we perform a two-step impairment test. For purposes of goodwill impairment testing, we compare the fair value of each reporting unit with its carrying amount, including goodwill. The fair value of each reporting unit is determined based on expected discounted future cash flows. If the carrying amount of a reporting unit exceeds its fair value, the goodwill within the reporting unit may be potentially impaired. An impairment loss is recognized if the carrying amount of the goodwill exceeds implied fair value of that goodwill.

Considerable management judgment is necessary to initially value goodwill and to continually evaluate goodwill for impairment going forward, including the estimation of future cash flows, which is dependent on internal forecasts, available industry/market data (to the extent available), estimation of the long-term rate of growth for our business including expectations and assumptions regarding the impact of the timing and degree of any economic recovery, estimation of the useful life over which cash flows will occur (including terminal multiples), determination of the respective weighted average cost of capital and market participant assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and impairment for each reporting unit.

While historical performance and current expectations have resulted in fair values of our reporting units in excess of carrying values for fiscal 2013, if our assumptions are not realized, it is possible that an impairment charge may need to be recorded in the future. We recorded impairment charges on goodwill in fiscal 2011 and 2012.

Self-Insured Liabilities

We have a policy of self-insurance when the expected losses from self-insurance are low relative to the cost of purchasing third-party insurance at various deductible levels. The self-insurance program includes workers’ compensation in the United States and property, automobile and general liability coverage in the United States and Canada. An accrual for self-insured liabilities is recorded based on management’s best estimate of the ultimate cost to settle claims considering historical claims experience, claims filed and the advice of actuaries and plan administrators. Actual insurance assessments may differ from our estimates and require us to record additional expense.

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Income Taxes

Through September 30, 2013, we have recorded a valuation allowance against our net operating losses for all of the deferred tax asset due to uncertainty of their realization as a result of our earnings history, the number of years our net operating losses and tax credits can be carried forward, the existence of taxable temporary differences and near-term earnings expectations. The amount of the valuation allowance could decrease if facts and circumstances change that materially increase taxable income prior to the expiration of the loss carryforwards. Any reduction would reduce (increase) the income tax expense (benefit) in the period such determination is made by us.

Recent Accounting Pronouncements

Refer to note 2, Summary of Significant Accounting Policies, of the notes to the audited consolidated financial statements of Cayman L.P. for a discussion of new accounting standards.

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Industry

We are a ski and adventure company operating within the leisure industry. Our results of operations are affected by consumer discretionary spending. We compete primarily with other leisure, lifestyle, entertainment and travel related businesses and activities, for both consumers’ discretionary time and spend.

Macro-Economic and Consumer Trends

Our industry and business are generally affected by macro-economic conditions and trends and their impact on the consumer. As such, we believe that our industry will benefit from the continued recovery in the economy following the recessionary challenges that began in 2008. Numerous economic trends support the notion that the health of the general economy is improving, which we believe will enhance consumer discretionary spending. U.S. equity markets, as represented by the S&P 500 Index, are up 44.2% over the five year period ending September 30, 2013. Disposable personal income increased 4.0% during the same five year period. As of April 26, 2013, consumer confidence, as measured by the Consumer Sentiment Index, was up 38.2% from its five-year low experienced in November 2008 and has been consistently above its five-year average since January 2012. In addition, household net worth increased 30.8% since 2008.

 

It is our belief that as the economy continues to improve, consumers will have more disposable income and a greater inclination to engage in and spend on leisure activities, which will positively impact the leisure industry. Since experiencing a trough in 2009, leisure industry GDP growth has outpaced broader U.S. GDP growth in each of the past three years, driven in part by a steady increase in the U.S. consumer’s time and expenditures devoted to leisure activities.

 

Mountain Resort Industry

The North American mountain resort industry is an established industry with significant barriers to entry. The barriers for new ski resort development result from the difficulty in obtaining necessary government permits and the significant capital required for development and construction. As such, no major ski resorts have been developed in the past 30 years, with the last major resorts opened being Blackcomb Mountain and Beaver Creek in 1980 and Deer

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Valley in 1981. Preliminary reports estimate that in the 2012/2013 ski season, there were 753 mountain resorts operating in North America, approximately 478 of which were located in the United States. The mountain resort industry is fragmented, as evidenced by the fact that companies that owned or operated four or more resorts made up less than 10% of the North American market.

North American mountain resorts range from small regional ski areas primarily attracting day visitors to large resorts offering a comprehensive vacation experience for both regional and destination customers. Resorts located near major metropolitan areas benefit from both large local populations and easy access to international airports. Local populations provide a stable source of season pass customers, which helps reduce the risks associated with adverse weather conditions and creates a base of loyal repeat visitors. Destination customers are often less price sensitive than regional customers, preferring to visit during weekend and peak holiday periods that generate higher ETP and higher lodging room rates.

Skier Visits and Effective Ticket Price

One of the principal measures of ski industry performance is the “skier visit,” which represents a person utilizing a ski ticket or ski pass to access a ski mountain for any part of one day, and includes both paid and complimentary access.

During the 10 years leading up to the 2008 financial crisis, skier visits grew at a CAGR of 1.7%, outpacing average United States and Canadian combined population growth of 1.2%, and ETP grew at a CAGR of 4.4%, outpacing core inflation of 2.2% during the same period.

Following the peak of the financial crisis in 2008, skier visits decreased by a mere 6.3% from the 2007/2008 ski season historical record of 80.8 million. In the following seasons, skier visits began a sustained recovery and nearly reached record levels again during the 2010/2011 ski season with 79.4 million visits. Although skier visits were down during the 2011/2012 ski season as a result of the lowest amount of snowfall in 20 years, skier visits increased again in the 2012/2013 ski season. In addition, during the past five years, despite high unemployment and fragile economic conditions, the industry has maintained the ability to increase ETP, with a CAGR of 2.7%, outpacing core inflation of 1.6%.

North American Ski Resort Visits and U.S. Effective Ticket Price (Visits in Millions)

 

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Market Trends

Over the last several decades, there has been a trend of consolidation within the mountain resort industry. The number of mountain resorts in North America has declined from 1,025 in the 1984/1985 ski season to an estimated 753 in the 2012/2013 ski season. Smaller mountain operators have underperformed and become less competitive than their larger multi-resort peers as a result of funding pressures from significant capital requirements. As a result, many smaller mountain operators have been forced to close. We believe this trend will continue and create an opportunity for increased mergers and acquisitions activity as larger multi-resort operators benefit from economies of scale in administration, access to capital and the ability to offer customers attractive multi-resort products.

In addition, the introduction of high-speed lifts, innovations in ski equipment, the growing popularity of snowboarding, improved snowmaking capabilities and changes in industry demographics have all played a significant role in the growth, stability and long-term sustainability of the ski industry. Along with improving the on-mountain ski experience, resorts have sought to address demands from consumers to provide a broader winter experience beyond skiing activities through the development of nightlife, entertainment, shopping, dining and spa amenities aimed at creating a higher-end, luxury resort experience. This trend became a source of growth as many resorts looked to real estate sales and development to create ancillary operations such as luxury lodges, condos and base villages with retail shops, restaurants and hotels. Eventually, this expansion led to the creation of the four-season resort experience, which allowed for year-round activities at many of the large destination ski resorts. Operators began adding amenities like golf courses, tennis courts and mountain biking trails, and offering warm weather activities such as sightseeing, river rafting, hiking, fishing, zip lining and horseback riding, all of which have served to mitigate the seasonality of the ski business.

Adventure Travel Industry

The Adventure Travel Trade Association and George Washington University define “adventure travel” as tourism activities involving two of the following three attributes: physical activity, interaction with nature, and cultural learning or exchange.

We believe the adventure travel industry is large, profitable, growing rapidly and highly fragmented. Compared to prior years, consumers are more cognizant of their health and general well-being, and are both living longer and leading more active lifestyles. In recent years, consumers have been spending a greater proportion of their income on wellness and have taken a more holistic approach to their health, including making a conscious effort to participate in leisure and recreational activities that also provide many of the benefits of traditional exercise. We believe that the industry’s growth profile allows for expansion as well as the opportunity for larger operators to leverage their scale through consolidation.

We believe that there are currently less than 75 heli-skiing and snowcat-accessed skiing operators in North America, with most heli-skiing and catskiing occurring in British Columbia due to the vast alpine wilderness and consistent annual snowfall. The demographic of participants in the heli-ski industry has evolved over the past few decades, in large part due to improvements in ski equipment technology that have made the activity accessible to less fit and less skilled skiers. Today, intermediate skiers who can confidently navigate the advanced slopes at lift-accessed resorts have sufficient skill and physical conditioning to participate in heli-skiing. Given the growing popularity of backcountry skiing, we believe heli-skiing will continue to become an increasingly popular activity.

Real Estate

We own land available for development in and around our mountain resorts. This land is primarily reserved for residential vacation home as well as commercial development, such as the build-out of village areas and hotels. We believe the demand for vacation homes is reliant on the overall health of the U.S. real estate market and, in particular, the housing market.

The health of the housing market fluctuates with macro-economic trends and consumer sentiment. Key factors that influence consumer perception towards housing include stock market performance, unemployment levels and mortgage interest rates. As the broader economy has improved, so too has the housing market. For the four years ending August 31, 2013, new housing starts have increased by 24.1%. The Housing Price Index has risen 9.9% for the four years ending June 30, 2013. Increasing home prices give consumers the confidence to invest in home ownership. According to the National Realtors Association, existing single family home sales have increased by 10.9% in the last year.

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Along with the recovery in the housing market, vacation home sales have increased 10% year-over-year in 2012 to represent 11% of all home sale transactions in 2012, while the median sales price for vacation homes in 2012 increased 24% over the prior year. However, despite these strong trends, the median vacation home price and the number of vacation homes sold in the most recent year still remain well below the peak in 2005/2006, suggesting room for continued growth. Mountain home sales values and volumes in select resort destinations have outpaced the overall vacation home market. In Steamboat, median prices during December 2012 and January 2013 were up 36% over the prior year periods. Other major destination resort markets across the western United States experienced similar gains with unit sales at Vail up 29%, Lake Tahoe up 18% and Sun Valley up 51%.

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Our Business

Overview

We are a North American premier mountain resort and adventure company, delivering distinctive vacation and travel experiences to our customers for over three decades. We own interests in seven four-season mountain resorts with more than 11,000 skiable acres and more than 1,150 acres of land available for real estate development. We also operate an adventure travel business, the cornerstone of which is CMH, the leading heli-skiing adventure company in North America. CMH provides helicopter accessed skiing, mountaineering and hiking to more skiable terrain than all lift accessed mountain resorts in North America combined. Additionally, we operate a comprehensive real estate business through which we manage, market and sell vacation club properties; manage condominium hotel properties; and sell and market residential real estate. During fiscal 2013, our portfolio of resorts received more than six million visitors from all 50 states and more than 100 countries, and we generated total revenues of $524.4 million.

We manage our business through three reportable segments: Mountain, which accounted for 65.5% of fiscal 2013 reportable segment revenue; Adventure, which accounted for 22.0% of fiscal 2013 reportable segment revenue; and Real Estate, which accounted for 12.5% of fiscal 2013 reportable segment revenue.

Through our Mountain segment, we operate five four-season mountain resorts: Steamboat Ski & Resort in Colorado; Winter Park Resort in Colorado; Mont Tremblant Resort in Quebec; Stratton Mountain Resort in Vermont; and Snowshoe Mountain in West Virginia. Through this segment, we also hold a 50% interest in Blue Mountain Ski Resort in Ontario. Our mountain resorts offer a breadth of activities for individuals of all ages that combine outdoor adventure and fitness with a wide variety of resort-based services and amenities, including retail, equipment rental, dining, lodging, ski school, spa services, golf, mountain biking and other summer activities. Our four-season mountain resorts are geographically diversified across North America’s major ski regions, including the Eastern United States, the Rocky Mountains, the Pacific Southwest and Canada, which we believe helps reduce our financial exposure to any single geographic area as weather patterns and economic conditions vary across these regions. Our mountain resorts are located within an average of approximately 160 miles of major metropolitan markets with high concentrations of affluent skiers and major airports, including New York City, Boston, Washington D.C., Pittsburgh, Denver, Los Angeles, Montreal and Toronto. In each of our markets, our mountain resorts have established a reputation for some of the best skiing, amenities and experiences.

Through our Adventure segment, we own and operate CMH, the premier heli-skiing adventure company in North America. CMH has been providing heli-skiing trips for the past 50 years and currently provides helicopter accessed skiing, mountaineering and hiking on 3.1 million powder-filled acres of terrain in British Columbia, which amounts to more skiable terrain than all lift accessed mountain resorts in North America combined. In addition to providing what we believe is an unparalleled skiing and backcountry experience in North America, CMH provides accommodation, service and dining at its lodges, nine of which are owned by us. In support of CMH’s skiing, guiding and hospitality operations, we own a modified fleet of 40 helicopters and operate a helicopter maintenance, repair and overhaul business. CMH’s integrated operating model enables us to scale the business and increase customer visits with limited reliance on third party providers. In addition, to more efficiently utilize our aircraft and CMH pilots year round, we provide heli-hiking, fire suppression and utility services during the summer months. By utilizing the same pilots each ski season who have an average of over 7,000 hours of experience flying in the high alpine and who possess extensive knowledge of the terrain, we believe CMH is able to provide a more consistent customer experience.

We also have a portfolio of more than 1,150 acres of core development parcels surrounding the bases of our Steamboat, Winter Park, Tremblant, Stratton and Snowshoe resorts, much of which is located adjacent or proximate to the ski trails, including ski-in ski-out parcels. As of December 31, 2013, this land had an appraised value of $153.4 million. We believe that our real estate platform and expertise will enable us to capitalize on improving economic conditions related to commercial and residential real estate through the potential future development of our core entitled land. We are currently working with consultants and architects to develop strategies for future development of this land in concert with planning for on-mountain and base village improvements. In addition to our core entitled land holdings and development planning, we maintain the capability to manage, market and sell real estate through IRCG, our vacation club business, IHM, which manages condominium hotel properties in Maui, Hawaii and in Mammoth Lakes, California, and Playground, our residential real estate sales and marketing business.

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Our Strengths

Geographically Diversified Market Leading Mountain Resort Company. We are one of the largest mountain resort companies in North America based on skier visits. Our portfolio of mountain resorts offers what we believe are distinctive experiences at some of North America’s most popular destinations. We have invested heavily in the development of lifts, trails, snowmaking capabilities and pedestrian villages with a large bed base and a variety of retail and dining options at our mountain resorts. We believe that these investments have established our resorts, in each of our markets, as having some of the best skiing, amenities and experiences. Our mountain resorts are dispersed throughout North America, with locations in the Eastern United States, the Rocky Mountains, the Pacific Southwest and Canada. During fiscal 2013, no single resort accounted for more than 16% of our total revenue. In addition, our resorts are located within an average of approximately 160 miles of large metropolitan areas with high concentrations of affluent skiers and major airports, such as New York City, Boston, Washington D.C., Pittsburgh, Denver, Los Angeles, Montreal and Toronto. This provides us a strong base of regional and destination visitors, which we believe helps reduce our financial exposure to any single geographic region as weather patterns and economic conditions can vary across regions. We believe that this is a differentiating factor from our competitors, many of which have more geographically concentrated businesses.

North America’s Premier Mountain Adventure Company. The cornerstone of our adventure business is CMH, the largest heli-skiing business in North America. CMH’s operating area encompasses 3.1 million acres of high alpine terrain across British Columbia, which we believe offers an unparalleled skiing and backcountry experience. Repeat visitors accounted for the majority of CMH’s customers during fiscal 2013. With its global brand, portfolio of terrain, collection of 11 lodges and integrated aviation support, CMH is North America’s leading heli-skiing platform and is positioned to further grow within the adventure travel industry. Through our CMH operations, we have also developed expertise in marketing adventure travel to the affluent as well as expertise in coordinating complex adventure travel experiences and hospitality. We believe that we will be able to leverage these core competencies to grow our adventure travel offerings both within heli-skiing and in other areas.

Strong Competitive Position with High Barriers to Entry. We operate or have an ownership interest in three of the top 10 mountain resorts in the United States as measured by skier visits. We also operate or have an ownership interest in what we believe are two of the top three mountain resorts in Canada as measured by skier visits. There are significant barriers to entry to new ski resort development in North America resulting from the limited number of remaining suitable sites, the difficulty in obtaining necessary government permits and the significant capital required for development and construction. As a result, no major ski resorts have been developed in the past 30 years. We believe these competitive dynamics have supported the ski industry’s ability to raise Effective Ticket Price by a 2.7% CAGR over the past five years, despite high unemployment and fragile economic conditions.

Customer Base with Significant Discretionary Income. We generally attract a more affluent customer than many other leisure activities. In fiscal 2013, the average household income of customers at our mountain resorts was more than $135,000. Given the quality of our assets and our affluent customer base, we believe that there is a long-term opportunity to increase revenues through cross-selling and upselling our customers. We maintain a database of more than 2.2 million past resort customers and are able to use this database to cross-sell and upsell new experiences within our portfolio of resorts and at CMH to our customers, season pass holders, second home owners and vacation club members.

Significant and Expanding Base of Season Pass Holders. We have loyal customers who visit our resorts frequently every year. Many of these customers purchase season passes or frequency products and either own real estate at our resorts or are potential future buyers of vacation real estate. Season pass and frequency product revenue contributed $42.5 million, $45.2 million and $47.0 million to lift revenues for fiscal 2011, 2012 and 2013, respectively, and represented 30.7%, 34.4% and 32.5% of our lift revenues during these respective years. While there can be no assurance that the number of season pass holders at our mountain resorts will remain constant or increase in future years, season pass and frequency product revenue has grown at a CAGR of 5.2% over the three year period ended June 30, 2013. Moreover, 69.8% of our fiscal 2013 season pass holders owned season passes at our resorts during prior ski seasons, representing a strong source of recurring cash flow. This source of recurring and stable revenue reduces our sensitivity to economic conditions and weather, and provides a base line of predictability that allows us to focus on pursuing growth and value creating opportunities for our businesses.

Experienced Management Team. Our management team, which is comprised of professionals with wide ranging experience in resort, real estate and leisure operations, has significant experience managing mountain resorts. We believe our management team has demonstrated its ability to adapt and adjust to varying economic conditions.

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In addition, our management team has extensive experience in identifying and evaluating businesses for acquisition, performing in-depth due diligence, negotiating with owners and management, and structuring, financing and closing acquisition transactions. We have also attracted qualified and dedicated resort chiefs who have an average of 11 years of service with us and 26 years of experience in the ski industry. We believe that the experience of our management team and resort chiefs is a significant contributor to our operating performance.

Growth Strategies

Consumer discretionary spending has increased as the economy has improved and, as the economy continues to improve, we believe that consumers will have more disposable income and a greater inclination to increase spending on leisure activities, such as skiing and adventure travel. We also expect recreational adventure and experiential travel to continue to gain in popularity as individuals, including the important “baby boomer” generation, live longer, healthier lives. In light of these trends, we intend to employ the following strategies to drive growth within our businesses:

Increase Revenues.

• Increase prices at our mountain resorts and CMH. During the past five years, despite high unemployment and fragile economic conditions over much of that period, the mountain resort industry has increased Effective Ticket Price at a CAGR of 2.7%, outpacing core inflation of 1.6%. As the economy continues to improve, we believe that consumers will have more disposable income and a greater inclination to increase spending on leisure activities, such as skiing and adventure travel. We believe that these trends, combined with growth capital investments to improve the customer experience, will provide us with the opportunity to increase prices without impacting our customers’ perception of the value of our products.

• Grow visitation at our mountain resorts and CMH. There are four components of our strategy to grow visitor volume. First, we intend to leverage our existing customer database of 2.2 million skiers and adventure travelers to cross sell existing customers on new experiences within our portfolio of properties. Second, we are investing in new websites, e-commerce platforms and customer relationship management systems. In combination, these tools provide our sales and marketing team with greater insight into the preferences and purchasing patterns of existing and prospective customers, enabling us to make customized vacation offers and increase the likelihood of purchase. In addition, we believe that customer relationship management will enable front line employees to provide a higher level of customer service as they will have the customer’s pertinent information on-hand, which will allow our employees to immediately cater to that customer’s needs. Third, we are developing new products that target previously underserved market segments. Examples include a new season pass product available for young professionals and the addition of new small group and private trip options at CMH to meet demand from affluent CMH customers. Fourth, we are investing in revenue management systems to optimize our variable pricing strategy. These systems provide us with real-time demand data, enabling us to effectively raise prices for vacations and ticket products during periods of peak demand and lower prices to increase visitor volume during periods of off-peak demand.

• Targeted growth capital investments.We believe there is a significant opportunity to further increase revenues, visitation as well as utilization of our assets during off-peak periods by developing new activities and improved amenities at our mountain resorts and CMH. We are also focused on developing new recreational activities, attractions and amenities at our mountain resorts to maximize visitation and utilization of our assets during off-peak periods, including non-winter seasons, weekdays and evenings. We have a pipeline of projects that are actionable in the near-term, including adding night skiing at Steamboat this season with the goal of keeping customers on the slopes and at our venues longer into the evening and the expansion of our skiable terrain at Winter Park and Steamboat, which we believe will increase visitor volume and revenue per visit. We have also greatly increased the summer offerings at our resorts with the recent additions of mountain biking, zip lines, mountain coasters and other activities, and we believe we have the opportunity to expand our summer offerings further in the future. In addition, we are increasingly hosting special events and entertainment, such as the IRONMAN^® 70.3 World Championship at Tremblant and MusicFest at Steamboat, to stimulate visitation during off-peak periods. We believe we have the opportunity to profitably execute similar resort improvement projects in the future.

Continue to Improve Operating Efficiency and Margins. We continue to focus on driving financial improvement and operational synergies. We believe that, as a multi-resort operator, we have significant opportunities to

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benefit from our scale of operations through centralization of key functions such as sales and marketing, human resources, accounting, finance, legal, procurement, insurance and technology. Our Denver headquarters provides a platform for further centralization of these key areas where there is an opportunity to benefit from economies of scale and leverage the skills of our senior management team. We believe that these operating efficiencies will enable us to grow our margins. In addition, a significant portion of the operating costs at our mountain resorts is variable and can be rapidly adjusted in response to fluctuations in our business. For example, during the 2011/2012 ski season, our management team was able to adjust operating costs at our resorts by reducing seasonal personnel in response to the lowest amount of natural snowfall in North America in 20 years.

Pursue Strategic Acquisitions and Operating Relationships. The North American ski industry is highly fragmented, with approximately 753 ski areas in North America, of which fewer than 10% are owned by operators that operate four or more ski resorts. As a result of the advantages that we enjoy as a multi-resort operator, we believe we will have the opportunity to acquire complementary resorts in the future at attractive valuations, although there can be no assurance that we will be able to effect such acquisitions. Such acquisitions could involve expansion outside of North America. We evaluate the strategic fit of potential acquisitions based on the opportunity to enhance product offerings, such as multi-resort pass products, achieve operational synergies and expand our operating footprint. As a multi-resort operator, we believe we can generate substantial revenue and cost synergies through strategic acquisitions by leveraging our existing customer database of 2.2 million contacts for cross-resort marketing, by offering customers multi-resort products and by taking advantage of economies of scale in administration and pooled purchasing.

Through our CMH operations, we have developed expertise in marketing adventure travel to the affluent as well as expertise in coordinating complex adventure travel experiences and hospitality. We expect adventure travel to gain in popularity and believe that we will be able to leverage our core competencies to improve the revenues and operating efficiency of strategic acquisitions within the adventure travel industry.

We also intend to evaluate “capital light” opportunities such as managing third-party resort assets and entering into real estate development partnerships.

Monetization of Real Estate. We own more than 1,150 acres of land available for development at our mountain resorts, much of which is adjacent or proximate to the ski trails at the resorts, including ski-in and ski-out parcels. As the “home team” operator in our resort communities, we have a competitive advantage relative to other developers at our resorts because we are uniquely able to add additional value to real estate by bundling it with amenities and products at our resorts that we control. We also own or lease commercial properties within the villages at our resorts, which provides us with the opportunity to control the mix of activities and food, beverage and retail outlets in order to create an atmosphere that makes our resort communities more attractive to potential home buyers. With improvement in the second home and vacation home markets, we believe that we can generate significant profits from the future development of our core entitled land at our resorts. Additionally, although we cannot guarantee that incremental visitor growth at our resorts will occur, to the extent that future development increases the number of units and beds at our resorts, we believe that the extra lodging capacity will support incremental visitor growth and profits.

Business Operations

We operate our business through three reportable segments: Mountain, Adventure and Real Estate.

Mountain

Our four-season mountain resorts are geographically diversified across North America’s major ski regions, which we believe reduces our financial exposure to any single geographic area as weather pattern and economic conditions vary across these regions. In each of our markets, our mountain resorts have established a reputation for some of the best skiing, amenities and experiences.

Our four-season mountain resorts offer a breadth of activities for individuals of all ages that combine outdoor adventure and fitness with a wide variety of resort-based services and amenities, including retail, equipment rental, dining, lodging, ski school, spa services, golf, mountain biking and other summer activities. We own or manage many of these services and amenities, which allows us to capture a larger proportion of customer spending as well as ensure product and service quality at our resorts. In this way, each of our mountain resorts operates as a collection of small businesses allowing us to derive revenues from a wide variety of sources, including the following:

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• Lift Pass Products. We offer customers a wide variety of lift pass products targeted to particular customer segments. These products include season passes, frequency passes and single- and multi-day tickets. Season pass products are available for purchase prior to and during the ski season. We offer both unlimited and restricted season passes, the latter blocking out pre-determined periods (i.e., certain holidays). Season pass products provide a value option to our customers, which in turn assists us in developing a loyal base of customers who commit to ski at our resorts in advance of the ski season and typically ski more days each season at our resorts than those customers who do not buy season passes. As such, our season pass program drives strong customer loyalty, mitigates our exposure to weather and generates ancillary customer spending. Frequency pass products are valid for a specific period of time, providing our customers with flexibility as to when they visit our resorts during that timeframe. Single- and multi-day tickets constitute the balance of our lift pass products. Compared to frequency pass products, multi-day tickets have a shorter timeframe for their use. Most lift pass products are valid at a specific resort, although we also offer some products, such as our Rocky Mountain Super Pass Plus^TM and our Rocky Mountain Super Pass^TM, that are valid across multiple resorts owned by us and third parties with whom we have contractual relationships.

• Lodging. We manage lodging properties and condominiums at and in close proximity to our mountain resorts. Historically, newly constructed townhomes and condominiums were sold to owners who placed the units into a rental pool managed by us. We perform a full complement of customer services for third-party property owners, including reservations, property management and housekeeping. In return for performing these services, we receive a portion of the revenue from the rental of these properties.

• Ski School. We are the exclusive operator of the ski school at each of our mountain resorts. Our ski schools offer a wide variety of private and group ski and snowboard lessons, which cater to all ages and skill levels. In the summer months, several of our resorts provide mountain biking lessons.

• Rental and Retail Shops. We offer a large rental fleet of ski, snowboard and mountain biking equipment at our mountain resorts. We also operate a range of retail shops at our mountain resorts. Shopping is generally an important part of the customer vacation experience and an appropriate mix of retail options is important to the total resort framework. Retail revenue also helps stabilize our daily and weekly cash flows, as our shops tend to have the strongest sales on poor weather days. Our retail shops are located on the mountains and in the base areas. On-mountain shops generally sell ski accessories such as goggles, sunglasses, hats and gloves while base-area shops sell these items as well as hard goods such as skis, snowboards, boots and larger soft goods such as jackets and other winter outerwear. In addition, our resorts offer our own logo-wear. In the non-winter seasons, most of the on-mountain shops are closed and the base-area shops sell mountain bikes, hiking and other outdoor products, and warm-weather apparel. The large number of retail locations operated by us allows us to improve margins through large quantity purchase agreements.

• Food and Beverage. Food and beverage is an important component in providing a satisfying customer experience. The introduction of high-speed lifts in the late 1980s has allowed skiers to ski more runs in a shorter period, thereby providing more time for other activities, such as dining. We own and operate the on-mountain food and beverage facilities at our mountain resorts. These facilities include restaurants, bars, cafes, warming huts, cafeterias and upscale dining options. At each of our mountain resorts, we also own and operate many of the base-area restaurants and bars as well as many of the food service outlets in the village centers.

• Other. We generate additional revenue from a wide variety of activities and ancillary operations, including private clubs, municipal services (e.g., plowing roads), call centers, parking operations, golf courses, summer base area activities, strategic alliances, entertainment events and other resort activities.

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The following table summarizes certain key statistics relating to each of our mountain resorts within our Mountain segment as of September 30, 2013.

Resort	Location	Year Opened		Average Snowfall(1)		Maximum Vertical Drop		Skiable Terrain		Snowmaking Coverage		# of Trails		# of Lifts		Lodging Units Under Mgmt.		Food & Beverage Outlets Operated		Retail & Rental Outlets Operated
				(inches)		(feet)		(acres)		(acres)
Steamboat	Colorado		1963		363		3,668		2,965		375		165		18		317		18		16
Winter Park	Colorado		1939		322		3,060		3,081		313		143		25		348		14		11
Tremblant	Quebec		1939		163		2,116		654		465		95		14		896		11		20
Stratton	Vermont		1961		151		2,003		624		474		94		11		415		11		10
Snowshoe	West Virginia		1974		166		1,500		251		251		57		14		1,149		16		13
Blue Mountain (50%)	Ontario		1941		78		720		281		236		36		14		1,027		9		9

(1) Based on the eight-year historical average of snowfall during the 2005/2006 ski season through the 2012/2013 ski season. Blue Mountain data is based on the seven-year historical average of snowfall during the 2006/2007 ski season through the 2012/2013 ski season (comparable data is not available for the 2005/2006 ski season).

 Steamboat Ski & Resort (operating since 1963) is located in the Colorado Rocky Mountains, 157 miles northwest of Denver, with access via direct flights from New York, Los Angeles, Chicago, Houston, Atlanta, Minneapolis, Seattle, Dallas and Denver. The town of Steamboat Springs, Colorado, where Steamboat is located, has a strong heritage of winter sports, as evidenced by the 79 winter Olympians that have trained in the town. With the potential to add an additional 403 acres of skiable terrain, the resort features a combination of high-end customer services (such as a full service spa and fine dining restaurants), an 1880’s western atmosphere and some of the most consistent snowfall in the Rocky Mountain region. The resort receives approximately 363 inches of light, dry powder snow each ski season, which we refer to in our marketing materials as Champagne Powder^® snow. Average snowfall at Steamboat is 25% more than the historical Rocky Mountain regional resort average of 290 inches.

We acquired Steamboat in 2007 from the American Skiing Company and have invested more than $25.0 million on mountain and base area improvements, such as terrain and snowmaking upgrades, two new high speed chairlifts and food court remodels. For the 2013/2014 ski season, Steamboat has added night skiing and has opened a new on-mountain lodge with a seating capacity of over 250 in the main dining level of its restaurant.

 Winter Park Resort (operating since 1939) is located in the Colorado Rocky Mountains, 67 miles west of Denver, and is one of the closest resorts to the Denver metropolitan area’s nearly three million residents. The resort, which is comprised of Winter Park Mountain, Mary Jane Mountain, Vasquez Cirque and Vasquez Ridge, is the longest operating mountain resort in Colorado and has long been referred to in our marketing materials as Colorado’s Favorite^®. The resort receives an average snowfall during the ski season of approximately 322 inches and features six terrain parks and “world-class” mogul skiing, as described by Powder Magazine. Winter Park has the option to add an additional 837 acres, which would expand our skiable terrain by approximately 27%. Each summer, Winter Park transforms into a mountain biking destination, with one of the largest bike parks in the United States. Winter Park has recently expanded the bike park and has added tubing to its slate of winter activities.

The City of Denver opened Winter Park in 1939 to provide a winter recreational area to the public. In 2002, we entered into a long-term lease with the WPRA, an instrumentality of the City of Denver, to operate the resort and develop land at the base area. See “—Properties—Winter Park Operations.”

 Mont Tremblant Resort (operating since 1939) is located in Quebec, within a two hour drive from the Montreal metropolitan area’s nearly four million residents and the Ottawa metropolitan area’s nearly 1.2 million residents. The resort is consistently ranked as one of the top ski resorts in Eastern North America by Ski

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Magazine. With 2,116 feet of vertical drop and snowmaking on 77% of trails, Tremblant offers customers the opportunity to ski down one of the biggest vertical drops in eastern Canada. In the summer, customers can play golf on two 18-hole golf courses, mountain bike, enjoy the pedestrian village and attractions or take in Tremblant’s free outdoor concerts.

Since acquiring Tremblant in 1991, we have significantly expanded the ski facilities and terrain, including the addition of high-speed detachable quad chairlifts, eight-passenger gondolas, a 1,000-seat mountain-top restaurant and an upgraded snowmaking system.

 Stratton Mountain Resort (operating since 1961) is located in Southern Vermont approximately 220 miles north of New York City and approximately 150 miles northwest of Boston, whose metropolitan areas have a combined population of more than 23 million residents. Situated on one of the tallest peaks in New England, Stratton is widely considered the birthplace of snowboarding. Stratton features a vertical drop of 2,003 feet and snowmaking on 93% of trails. Stratton’s summer amenities feature 27 holes of golf, a 22-acre golf school and a sports and tennis complex. Winter and summer customers are also able to enjoy Stratton’s pedestrian village.

We acquired Stratton in 1994 and have made significant capital improvements, including a private club, upgraded snowmaking capabilities and lift infrastructure.

 Snowshoe Mountain Resort (operating since 1974) is located in West Virginia and is one of the largest ski resorts in the Southeast region of the United States. Snowshoe primarily draws customers from the Baltimore-Washington D.C. and Pittsburgh metropolitan area’s combined 11.7 million residents, as well as the Southeastern United States. The 251 acre resort has the biggest vertical drop in the region (1,500 feet) and receives an average snowfall during the ski season of approximately 166 inches while also enjoying 100% snowmaking coverage. The resort’s mountaintop village offers a variety of nightlife, dining and retail options. Snowshoe was named #1 Overall Ski Resort and #1 for Nightlife in the Mid-Atlantic by OnTheSnow.com, a popular skiing website, in 2012.

We acquired Snowshoe in 1995 and have made significant capital improvements, including new lifts, snowmaking, terrain expansion as well as a spa and a zipline located in the village. We have 640 additional acres of land available at Snowshoe for terrain expansion.

 Blue Mountain Ski Resort (operating since 1941) is located in Ontario, approximately 90 miles northwest of Toronto’s approximately 5.6 million residents. With 281 skiable acres and snowmaking on 93% of trails, Blue Mountain is both the largest and most popular resort in Ontario. Blue Mountain also operates a year round conference center and offers a suite of summer amenities, including an 18-hole golf course, an open-air gondola, a mountain biking facility, a waterfront park and a mountain roller coaster

We acquired a 50% interest in Blue Mountain Resorts Limited in 1999. Since then, the resort has undergone major renovations, including installation of advanced snowmaking systems, service buildings, lodge upgrades, a conference center and the ongoing development of a 40-acre pedestrian village located at the base of the mountain. We have added add six new trails and an additional high-speed chairlift at Blue Mountain in the 2013/2014 ski season.

We are party to a shareholders agreement with Blue Mountain Holdings, the owner of the other 50% interest in Blue Mountain Resorts Limited. The agreement provides for certain board of directors nomination rights, pre-emptive rights, rights of first offer between the shareholders, as well as drag along and tag along rights. In addition, subject to certain requirements, we have a call option on the equity interest held by Blue Mountain Holdings at 110% of fair market value and Blue Mountain Holdings has a put option, which would require us to purchase up to all of

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the equity interests held by Blue Mountain Holdings at 90% of fair market value. See “Risk Factors—Risks Related to Our Business—Pursuant to a shareholders agreement, we may be required to purchase Blue Mountain Resorts Holdings Inc.’s equity interest in Blue Mountain Resorts Limited.”

The following table shows historical snowfall at our resorts compared to their corresponding regional resort averages:

	Historical Average Snowfall(1)
	Resort		vs.	Region(2)			% Difference
	(inches)			(inches)
		363			290			25.2	%
		322			290			11.0	%
		163			140			16.4	%
		151			140			7.9	%
		166			58			186.2	%
		78			—	(3)		—

(1) Based on eight-year historical average of snowfall during the 2005/2006 ski season through the 2012/2013 ski season. Blue Mountain data is based on the seven-year historical average of snowfall during the 2006/2007 ski season through the 2012/2013 ski season (comparable data is not available for the 2005/2006 ski season).

(2) Source: Kottke National End of Season Survey. Note Tremblant is compared to the Northeast U.S. regional resort average.

(3) Comparable data for Blue Mountain not available.

Competition

There are significant barriers to entry for new ski resort development in North America resulting from the limited number of remaining suitable sites, the difficulty in obtaining necessary government permits and the significant capital required for development and construction. As such, no major ski resorts have been developed in the past 30 years, with the last major resorts opened being Blackcomb Mountain and Beaver Creek in 1980 and Deer Valley in 1981.

Competition within the ski resort industry is based on multiple factors, including location, price, weather conditions, the uniqueness and perceived quality of the terrain for various levels of skill and ability, the atmosphere of the base village, the quality of food and entertainment and ease of travel to the resort (including direct flights by major airlines). We believe we compete effectively and our competitive position is protected, due to the unique attributes and geographic diversity among our portfolio of mountain resorts. We believe that our mountain resorts feature a sufficient quality and variety of terrain and activities to make them highly competitive with other mountain resorts.

Our resorts directly compete with other mountain resorts in their respective local and regional markets, as well as with other major destination resorts. Our individual mountain resorts primarily compete as follows:

• Steamboat’s primary competition is from Breckenridge Ski Resort in Colorado, Park City Mountain Resort in Utah and other large international ski destinations.

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• Winter Park’s primary competition is from Copper Mountain Resort, Keystone Resort and other ski resorts located in Colorado’s Front Range.

• Tremblant’s primary competition is from Mont-Sainte-Anne, Mont Blanc, Le Massif and Mont Saint-Sauveur, all located in Quebec, other resorts in the Laurentian Mountains, and both Jay Peak and Stowe Mountain in Northern Vermont.

• Stratton’s primary competition is from other mid-to-large size ski resorts in Southern Vermont, including Okemo, Mount Snow and Killington Resort.

• Snowshoe’s primary competition is from ski resorts in the mid-Atlantic, such as Seven Springs Mountain Resort located in Pennsylvania, and Bryce Resort and Wintergreen Resort, both located in Virginia.

• Blue Mountain’s primary competition is from Horseshoe Valley Resort and Mount St. Louis, both located in Ontario, and Holiday Valley Resort in western New York.

Adventure

The cornerstone of our Adventure segment is Canadian Mountain Holidays, the leading heli-skiing adventure company in North America. CMH has been providing heli-skiing trips for the past 50 years and currently operates in the Purcell, Selkirk, Monashee and Cariboo mountains of eastern British Columbia from 11 lodges, nine of which are owned by us. CMH’s operating area encompasses 3.1 million acres of terrain granted under renewable 10 to 30 year licenses from the government of British Columbia for heli-ski/heli-hiking operations. CMH’s acreage amounts to more skiable terrain than all lift access mountain resorts in North America combined. Customers at CMH typically ski more than 18,000 vertical feet per day, with some runs providing up to 7,820 vertical feet.

The following is a summary of CMH’s existing tenures:

Lodges Associated with Tenure	Mountain Range	Skiing Terrain
		(acres)
Adamant	Selkirks		259,559
Bobbie Burns	Purcells & Selkirks		260,111
Bugaboo	Purcells		251,274
Cariboo(1)	Cariboos		346,462
Galena	Selkirks		288,478
Gothics	Selkirks & Monashees		308,716
CMH K2	Selkirks & Monashees		282,782
McBride	Cariboos		399,770
Monashee	Monashees & Selkirks		367,577
Revelstoke	Monashees & Selkirks		329,584
Valemount(1)	Cariboos		346,462

(1) Cariboo and Valemount lodges share the same tenure.

In the winter, CMH offers three- to seven-day heli-skiing trips. In the summer, CMH provides a variety of adventure vacation packages in the British Columbia mountains. CMH trips typically include all meals, snacks and non-alcoholic beverages, all lodge accommodations and use of lodge facilities and the services of certified guides. In fiscal 2013, we realized CMH RevPGN of approximately $1,700.

CMH hosted 6,358 paid customers during fiscal 2013, approximately 87% of whom participated in heli-skiing trips. A majority of CMH’s customers for fiscal 2013 were repeat CMH customers. CMH’s client base is geographically diverse. For fiscal 2013, 54% of total customers came from North America, 37% came from Europe and 9% came from Australia, Asia and South America.

To support CMH’s skiing, guiding and hospitality operations, we own a modified fleet of 40 Bell helicopters and operate Alpine Aerotech, a platinum-certified Bell helicopter maintenance, repair and overhaul business. Alpine Aerotech is one of only 10 platinum-certified Bell helicopter MRO businesses in the world and, in addition to servicing our helicopters, the business caters to over 500 customers from 32 different countries. We lease our fleet of helicopters to Alpine Helicopters each ski season, which in turn acts as the exclusive provider of helicopter operations to CMH. In January 2013, we restructured our Alpine Helicopters business to comply with Canadian foreign ownership regulations governing aviation flight services in Canada. Prior to the restructuring, our helicopter

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operations in Canada were conducted through our wholly owned subsidiary, Alpine Helicopters, LP. The restructuring involved the formation of a new flight services company, Alpine Helicopters, Inc. We own a 20% equity interest in Alpine Helicopters and the remaining 80% is held in trust for the benefit of the management and employees of Alpine Helicopters, including the pilots and crew members that support our helicopter operations. We consolidate Alpine Helicopters for GAAP purposes because we are the primary beneficiary. Alpine Helicopters has been offering helicopter operations from bases across western Canada and the western United States for over 50 years and has long-standing relationships with the British Columbia Ministry of Forests, the Alberta Forest Service, Parks Canada and the U.S. Forest Service. Our integrated operating model enables us to scale the business and increase customer visits with limited reliance on third party providers, which we believe differentiates us from other heli-ski operations. In addition, by utilizing the same pilots each ski season who have an average of over 7,000 hours experience flying in the high alpine and who possess extensive knowledge of the terrain, we believe CMH is able to provide a more consistent customer experience.

To more efficiently utilize our aircraft year round, during the summer months, our subsidiary, Kachina Aviation, leases helicopters from us and Alpine Helicopters. Kachina Aviation, which is headquartered in Nampa, Idaho, provides fire suppression helicopter services in Idaho, California, Washington and Oregon under contracts with the U.S. Forest Service, The Bureau of Land Management and State governments. We also lease underutilized aircraft to unaffiliated third parties for short-term periods ranging from one to 12 months.

Competition

CMH directly competes with other heli-skiing and snowcat operations in Canada and the United States. We believe that there are currently less than 75 heli-skiing and catskiing operators in North America, with most heli-skiing and catskiing occurring in British Columbia due to the vast alpine wilderness and consistent annual snowfall. CMH also competes to a lesser extent with lift-accessed ski resorts in North America and other parts of the world.

Real Estate

We own a significant amount of land available for development at our mountain resorts and, through our Real Estate segment, are focused on designing strategies for future development of this land in concert with planning for on-mountain and base village improvements. In addition to our core land holdings and development planning, we maintain the capability to manage, market and sell real estate.

Prior to 2010, we were actively engaged in the development of resort real estate. In late 2009, in light of the then-existing poor economic environment for real estate, we ceased new development activities and substantially reduced our related administrative overhead.

As a result of our prior development activities, we accumulated a portfolio of core development parcels surrounding the bases of our Steamboat, Winter Park, Tremblant, Stratton and Snowshoe resorts, which we believe will provide us the ability to increase our revenues through the potential future development of this land. We currently own core entitled land surrounding the base of our resorts totaling more than 1,150 acres, much of which is located adjacent or proximate to the ski trails at our resorts, including ski-in and ski-out parcels. As of December 31, 2013, this core land had an appraised value of $153.4 million. We have significantly written down the carrying value of our core land holdings from their acquisition values and believe the land values are now positioned to rebound along with the North American economy.

Our core strategic land available for development includes:

Resort	Property Description	Acreage	Entitled Units
Steamboat	Five resort development parcels	27 acres	640
Winter Park	21 development parcels	95 acres	962
Tremblant	Versant Soleil – five developable lots	165 acres	548
	Versant Nord – one developable lot	181 acres	1,500
	Versant Sud – 10 developable lots	170 acres	244
Stratton	Four parcels of entitled land	95 acres	186
	Three parcels of raw land	66 acres	14
Snowshoe	Vacant land	359 acres	1,464

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As the “home team” operator in our resort communities, we have a competitive advantage relative to other developers at our resorts because we are uniquely able to add additional value to real estate by bundling it with amenities and products at our resorts that we control. We believe that we can generate significant profits from the future development of our core land. Additionally, to the extent that future development increases the number of units and beds at our resorts, we believe the extra lodging capacity will support incremental visitor growth and profits.

In addition to our core land holdings and development planning, we maintain the capability to manage, market and sell real estate through IRCG, our vacation club business, IHM, which manages condominium hotel properties in Maui, Hawaii and in Mammoth Lakes, California, and Playground, our residential real estate sales and marketing business.

We derive revenues from four core IRCG activities: selling vacation club points in Club Intrawest; providing financing for the purchase by consumers of vacation club points; managing Club Intrawest’s nine properties; and running a private exchange company for Club Intrawest’s members. As of October 31, 2013, Club Intrawest had over 21,000 members. As we develop the land surrounding the bases of our mountain resorts, we may construct additional properties that we transfer to the trustee for Club Intrawest, which would increase the number of Club Intrawest points available for sale.

Unlike traditional vacation club ownership businesses, Club Intrawest features ownership in a club that offers high-end accommodation and services through a points-based membership system. After constructing a Club Intrawest location, we transfer ownership of the built units, free and clear of all encumbrances, to a trustee for Club Intrawest, a non-profit, non-stock company. In return, we receive the right to sell points (memberships) to the general public, which allow stays in a Club Intrawest accommodation. Each individual purchasing points becomes a member of Club Intrawest with the entitlement to stay at any of Club Intrawest’s eight owned locations and the right to stay at over 3,000 affiliated locations if they join our private exchange company, Extraordinary Escapes. A member of Club Intrawest receives an annual allotment of points in perpetuity. The points can be utilized in different increments that vary with time of year, length of stay, location of vacation and the size of accommodation, all subject to availability. Except in the first year of ownership, unused points may be carried forward for one year or points may be borrowed from the next year to complete a vacation reservation. Points may be sold, transferred or bequeathed, subject to our right of first refusal to purchase such points. We can resell any points that we repurchase pursuant to this right of first refusal. The initial selling price per point is exclusively controlled by us depending upon market conditions.

We currently manage a total of 474 units across IRCG’s eight owned properties located in Whistler, British Columbia; Vancouver, British Columbia; Panorama, British Columbia; Blue Mountain, Ontario; Tremblant, Quebec; Palm Desert, California; Sandestin, Florida; and Zihuatanejo, Mexico. In addition, IRCG recently purchased 10 vacation homes on Vancouver Island, British Columbia, which will be available for occupancy in the spring of 2014.

IHM, our hospitality management business, was established in March 1998. IHM is focused on providing management services to properties owned by third parties, including the Honua Kai Resort and Spa in Maui, Hawaii and the Westin Monache Resort at Mammoth Lakes, California, where we currently manage an aggregate of approximately 500 units.

Playground, our residential real estate sales and marketing business, was established as a stand-alone business in 2001. Through Playground, we currently manage the fractional condo sales process at the Four Seasons in Vail on behalf of a third party and, until November 2012, managed the condo sales process for the Honua Kai Resort and Spa in Maui, Hawaii. The Playground brand is also used in certain of the resale and brokerage operations at our mountain resorts. As we develop the land surrounding our mountain resorts, we expect Playground to provide sales and marketing expertise for these properties.

Finally, we have a 57% economic ownership interest in Chateau M.T., Inc., which owns a hotel and conference center in Tremblant, Quebec that is managed by Fairmont. We also have a 50% economic interest in Mammoth Hospitality Management, LLC, which runs the hospitality and lodging operations at Mammoth Mountain.

Competition

We compete with other vacation club and fractional ownership businesses in our efforts to sell points (memberships) in Club Intrawest. In addition, we compete with other property management companies in providing management services at IHM’s properties. Our managed properties compete with rental management companies, locally owned independent hotels, as well as facilities and timeshare companies that are owned or managed by

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national and international chains. These properties also compete for convention and conference business across the North American market. Competition within the hotel and lodging industry is generally based on quality and consistency of rooms, restaurants and meeting facilities and services, attractiveness of locations, availability of a global distribution system, price and other factors.

Investments

We have invested heavily in the development of lifts, trails, snowmaking capabilities and pedestrian villages with a large bed base and a variety of retail and dining options at our mountain resorts. Similarly, in developing our CMH business, we sought to build a vertically integrated business that would allow us to provide a consistent, high-caliber customer experience. In each case, we built capacity to accommodate growth in our visitor volume. We have also prioritized developing robust and durable infrastructure, equipment and facilities to reduce ongoing maintenance expenditures.

We have the opportunity to grow our existing businesses by investing capital in projects that increase visitor volume, revenue per customer and the efficiency of our expense management. Recent investments have focused on developing new amenities to attract customers, new products to increase on-site customer spend and new customer relationship management technologies to improve marketing communications and prospect conversion. We maintain a data driven approach to investment selection and the allocation of capital between competing opportunities. Managers at our mountain resorts, CMH and within our Real Estate segment are staffed with identifying growth investment opportunities within their businesses. We have a centralized process to complete net present value, internal rate of return and sensitivity analyses for each investment idea. Senior management then reviews a prioritized list of potential investments to allocate capital to the ideas with the highest expected returns and the largest strategic benefits. Whenever possible, we apply successful initiatives to other resorts within our portfolio of properties. We believe that our disciplined approach to opportunity identification and capital allocation is a core strength.

Marketing and Sales

We employ a centralized marketing team that assists our resorts with product design, revenue management, dynamic pricing, digital marketing, customer relationship management campaigns and strategic alliances with promotional partners. Additionally, we have small, on-the-ground, resort-based marketing teams with local and intimate knowledge of each resorts’ customer base. These teams focus primarily on product development and tactical in-season campaign management.

Within our Mountain segment, the primary objectives of our marketing strategy are to increase market share, increase pre-sold revenues and increase customers’ spending on ancillary resort services and products. We continue to invest in market analytics and customer relationship tools that provide us with real-time information about our customers and potential customers. These tools, coupled with our vast database of more than 2.2 million past resort customers, enable us to tailor our customer communications and offerings with far greater precision and efficiency than was possible in the recent past, which we believe will drive increased visitation. We supplement this effort with promotions, digital marketing (including social, search and display), loyalty programs and traditional media advertising where appropriate. We are also expanding our use of sophisticated dynamic pricing models to optimize the tradeoff between pricing and customer volume. In addition, we have direct sales teams focused on attracting groups, corporate meetings and conference business. Our marketing efforts drive traffic to third party channels and our websites and call centers, where we provide our customers with information and booking assistance. Our resorts also host a number of sporting events, such as the IRONMAN^® 70.3 World Championship, which will be held at Tremblant in 2014. Hosting these types of events, along with numerous concerts and cultural festivals, provides our resorts with both national and international exposure.

Within our Adventure segment, the primary objectives of our marketing strategy are to acquire new customers and increase existing customer retention. The purchase process for a heli-skiing trip is highly interactive, with CMH representatives spending significant time with prospective customers, educating them on trip options and answering general questions about this unique experience. In order to facilitate this process, we have a global network of third party sales representatives that are located in major metropolitan areas and have strong relationships with existing clients, as evidenced by repeat visitors accounting for the majority of CMH’s customers during fiscal 2013. Our existing European sales network is well established, with 12 agents in 10 European countries that have been selling CMH trips for an average of 24 years, and we are currently expanding our North American sales presence. We also use direct advertising and e-commerce tools to target repeat and prospective customers that have existing knowledge of our product offerings.

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Seasonality

Our business is highly seasonal. Although each of our mountain resorts and CMH operates as a four-season business, we generate the highest revenues during our second and third fiscal quarters, which is the peak ski season. As a result of the seasonality of our business, our mountain resorts and CMH typically experience operating losses during the first and fourth quarters of each fiscal year. In addition, throughout our peak quarters, we generate the highest daily revenues on weekends, during the Christmas/New Year’s and Presidents’ Day holiday periods and, in the case of our mountain resorts, during school spring breaks. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting our Business—Seasonality and Fluctuations in Quarterly Results.”

In an effort to partially counterbalance the concentration of revenue in the winter months, we offer non-ski season attractions at our mountain resorts, such as sightseeing, mountain biking, guided hiking, alpine roller coasters and other recreational activities. We also operate golf courses at Stratton, Tremblant, Snowshoe and Blue Mountain. These activities help attract destination conference and group business to our mountain resorts. Similarly, CMH offers heli-hiking adventures during the summer months. Finally, pre-selling our products and services helps smooth the seasonality of our cash flows.

During seasonally slow times, we control operating costs by reducing operating hours and, in the case of CMH, closing a majority of our lodges and leasing a number of our helicopters for fire suppression activities. Employment levels required for peak operations are met largely through part-time and seasonal hiring.

Employees

Given the seasonal nature of our business, the number of people that we employ varies considerably depending on the season. We employ significantly more people during the peak ski season than during the summer season. During the peak 2012/2013 ski season, we had approximately 8,800 employees, approximately 2,800 of whom were employed on a full-time basis. As of September 30, 2013, we had approximately 4,000 employees, approximately 2,300 of whom were employed on a full-time basis.

Approximately 100 of Tremblant’s year-round employees and all of its additional seasonal employees are members of the union Le Syndicat Des Travailleurs(euses) de La Station du Mont Tremblant (CSN). The current contract with the union expires on October 31, 2015. In addition, approximately 70 ski patrol employees at Steamboat are members of the Communication Workers of America / Steamboat Professional Ski Patrol Association. In December 2013, the parties approved a new contract with the union, which will expire on September 1, 2014. Other than as noted above, none of our employees are covered by a collective bargaining agreement.

We consider our relations with our employees to be good.

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Properties

The following table summarizes our principal properties. We also own additional parcels of real estate at certain of these properties.

Location	Owned		Permit		Leased
Denver, Colorado					•	Office space (corporate head office)
Steamboat Colorado, United States	•	240 acres used for operations and 27 acres of developable land	•	3,740 acre four season destination resort; includes 2,965 acres of skiable terrain and developable land and rental/retail outlets(1)
Winter Park Colorado, United States			•	7,630 acre four season destination resort; includes 3,081 acres of skiable terrain and developable land and rental/retail outlets(2)
Tremblant Quebec, Canada	•	6,284 acre four season destination resort; includes 65 acres of skiable terrain, rental/retail outlets, village areas and two golf courses			•	589 acres of skiable terrain(3)
Stratton Vermont, United States	•	3,700 acre four season destination resort; includes 624 acres of skiable terrain and developable land and rental/retail outlets
Snowshoe West Virginia, United States	•	9,000 acre four season destination resort; includes 251 acres of skiable terrain and developable land and rental/retail outlets
Columbia Mountains British Columbia, Canada					•	3.1 million acres of terrain for heli-ski/heli-hiking operations(4)

(1) See “—Government Regulation and Environment, Health and Safety—United States—Winter Park and Steamboat.”

(2) See “—Winter Park Operations.”

(3) See “—Tremblant Operations.”

(4) See “—CMH Operations.”

Winter Park Operations

The operations at Winter Park are conducted on land and with operating assets that are beneficially owned by the City and County of Denver. Winter Park Recreational Association (“WPRA”) holds the Special Use Permit and Term Special Use Permit issued by the U.S. Forest Service (as defined below) for Winter Park (collectively, the

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“Permits”). Pursuant to an agreement between the City and County of Denver and WPRA (as amended, the “City Agreement”), WPRA has entered into a Second Amended And Restated Ground Lease Agreement (“Arlberg Club Lease”) with the Colorado Arlberg Club under which WPRA leases certain lands used in the operation of the Winter Park ski areas. The Arlberg Club Lease terminates April 30, 2078. Also pursuant to the terms of the City Agreement, WPRA has entered into a Lease and Operating Agreement (the “Lease”) with our subsidiary Intrawest/Winter Park Operations Corporation (“IWPOC”) under which IWPOC may be the operator of the Winter Park Resort (including the Winter Park ski areas) until 2078. The U.S. Forest Service has given its consent to the Lease and operation of Winter Park by IWPOC. The Colorado Arlberg Club has also given its consent to WPRA’s subleasing of the land leased under the Arlberg Club Lease to IWPOC. IWPOC has, subject to the terms of the Permits, the City Agreement, the Arlberg Club Lease and the Lease, the full and legal right to enter into agreements and use the physical assets described in those documents in the operation, maintenance and development of Winter Park. See also “—Government Regulation and Environment, Health and Safety—United States—Winter Park and Steamboat.”

Tremblant Operations

A portion of Tremblant’s lifts and trails, and some of its buildings, are located on land leased to our subsidiary, Mont Tremblant Resorts and Company, LP (“Tremblant LP”), by the Province of Quebec under a ski area agreement that expires in 2051 (the “Ski Area Agreement”). Pursuant to the Ski Area Agreement, Tremblant LP pays annual lease payments equal to $5,000, adjusted for changes in the Consumer Price Index. The Ski Area Agreement contains ongoing covenants on the part of Tremblant LP, including that Tremblant LP comply with all applicable laws. Pursuant to the Ski Area Agreement, Tremblant LP has also agreed to indemnify the provincial government from third-party claims arising out of Tremblant LP’s operations under the Ski Area Agreement. The Ski Area Agreement may be amended by mutual agreement between Tremblant LP and the provincial government to change the applicable ski area or permitted uses. Tremblant LP must submit to the provincial government for those areas under lease a capital investment program each year as well as a master development plan every five years.

CMH Operations

CMH’s skiing and hiking operations occur on Crown land that is owned by the Government of the Province of British Columbia. As a result, each of CMH’s 11 operating areas has a series of land tenures, which are legal contractual documents between CMH and the government, issued under either British Columbia’s Land Act or Park Act. Licenses of Occupation are the most common form of tenure held by CMH for its operating areas outside provincial parks or protected areas and for its ancillary facilities (such as radio repeaters and remote fuel caches). Licenses of Occupation are issued under the Land Act, are normally 30 years in length and are renewable at mid-term. Pursuant to the Licenses of Occupation, CMH pays a land rental amount on a per skier-day basis. CMH’s Licenses of Occupation are non-exclusive and contain provisions whereby they can be amended or revoked by the Province for non-compliance or where the Province requires the land for what it deems to be a “higher and better use.” In CMH’s existence, the Province has not exercised this right. In some cases, a portion of a CMH operating area lies inside a provincial park or protected area. In those cases, CMH also holds a required Park Use Permit issued under the Park Act. Park Use Permits are normally issued for 10-year terms, are renewable at mid-term and are non-exclusive. CMH also holds a small number of other forms of Land Act tenures, such as leases and rights-of-way for 30 or more years.

Intellectual Property

To protect Intrawest and our resorts as branded businesses with strong name recognition, we have registered trademarks in the United States, Canada and Mexico. We also rely on a combination of trademark licenses and other contracts, both as licensee and licensor of third party trademarks, as well as common law trademark and tradename rights. Third party policies governing reporting of unauthorized use of trademarks also assist in the protection of our trademark rights.

Monitoring the unauthorized use of our intellectual property is difficult, and the steps we have taken, including sending demand letters and taking actions against third parties, may not prevent unauthorized use by others in all instances. The failure to adequately build, maintain and enforce our trademark portfolio could impair the strength of our brands.

Legal Proceedings

We are involved in various lawsuits and claims arising in the ordinary course of business and arising from our legacy real estate development. These lawsuits and claims may include, among other things, claims or litigation

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relating to personal injury and wrongful death, allegations of violations of laws and regulations relating to our real estate activities and labor and employment, intellectual property and environmental matters and commercial contract disputes. We operate in multiple jurisdictions and, as a result, a claim in one jurisdiction may lead to claims or regulatory penalties in other jurisdictions.

By the nature of the activities at our mountain resorts and CMH, we are exposed to the risk that customers or employees may be involved in accidents during the use, operation or maintenance of our trails, lifts, helicopters and facilities. As a result, we are, from time to time, subject to various lawsuits and claims related to injuries occurring at our properties.

In addition, our pre-2010 legacy real estate development and sales activities, combined with the significant downward shift in real estate asset values that occurred in 2007 and 2008, resulted in claims being filed against us by owners and prospective purchasers of residences in our real estate developments. In some instances, we have been named as a defendant in lawsuits alleging construction defects at certain of our existing developments. In other lawsuits, purchasers are seeking rescission of real estate purchases and/or return of deposits paid on pre-construction purchase and sale agreements. These claims are related to alleged violations of state and federal laws that require providing purchasers with disclosures mandated under the Interstate Land Sales Act and similar state laws.

We believe that we have adequate insurance coverage or have accrued for loss contingencies for all material matters in which we believe a loss is probable and the amount of the loss is reasonably estimable. Although the ultimate outcome of claims against us cannot be ascertained, current pending and threatened claims are not expected to have a material adverse effect, individually or in the aggregate, on our financial position, results of operations or cash flows. However, regardless of their merits or their ultimate outcomes, such matters are costly, divert management’s attention and may affect our reputation, even if resolved in our favor.

Government Regulation and Environmental, Health and Safety

United States

Steamboat and Winter Park

Federal Regulation

The 1986 Ski Area Permit Act (the “1986 Act”) allows the U.S. Forest Service to grant Term Special Use Permits (each, a “SUP”) for the operation of ski areas and construction of related facilities on National Forest lands. In addition, the 1986 Act requires a Master Development Plan for each ski area that is granted a SUP. Under the SUPs, the U.S. Forest Service has the right to review and approve the location, design and construction of improvements in the permit area and many operational matters. In addition, each distinct area of National Forest lands is required by the National Forest Management Act of 1976 to develop and maintain a Land and Resource Management Plan (a “Forest Plan”), which establishes standards and guidelines for the U.S. Forest Service to follow and consider in reviewing and approving proposed actions. In November 2011, the Ski Area Recreational Opportunity Enhancement Act amended the 1986 Act to clarify that the U.S. Forest Service is authorized to permit year-round recreational activities on National Forest lands.

A majority of the skiable terrain at Steamboat and substantially all of the skiable terrain at Winter Park is located on U.S. Forest Service land. As a result, each of Steamboat and Winter Park operates under a SUP. Stratton and Snowshoe operate on privately owned land and, therefore, do not require a SUP.

Steamboat operates under a SUP for the use of 3,740 acres that expires on June 30, 2047. Steamboat also operates on 244 acres that it owns, essentially comprising the lower portion of the ski mountain. Winter Park operates under SUPs for the use of approximately 7,630 acres that expires on December 31, 2015. We anticipate requesting and receiving a new SUP for each resort prior to the expiration date identified above. We are not aware of the U.S. Forest Service refusing to issue a new SUP to replace an expiring SUP for a ski resort in operation at the time of expiration.

Each SUP contains a number of requirements, including that we indemnify the U.S. Forest Service from third-party claims arising out of our operations under the SUP and that we comply with applicable federal laws, such as those relating to water quality and endangered or threatened species.

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For use of the SUPs, we pay a fee to the U.S. Forest Service. The fee for Steamboat is calculated as a percentage of sales occurring on U.S. Forest Service land and ranges between 1.5% and 4.0% of such sales. The fee for Winter Park is calculated under a graduated-rate fee system, which is based on the relationship between sales and gross fixed assets. While Winter Park fees have varied from year to year, these fees have averaged approximately 2.0% of sales each year since we have operated the resort. Included in the calculation of both fees are sales from, among other items, lift tickets, ski school lessons, food and beverage sales within the permit area, equipment rentals and sales of retail merchandise within the permit area. Some retail sales that are outside of the permit area are also covered at Winter Park.

The SUPs may be amended by us or by the U.S. Forest Service to change the permit area or permitted uses. The U.S. Forest Service may amend a SUP if the U.S. Forest Service determines that such amendment is in the public interest. While the U.S. Forest Service is required to seek our consent to any amendment, an amendment may be finalized over our objection. Permit amendments must be consistent with the Forest Plan and are subject to the provisions of the National Environmental Policy Act (“NEPA”), both of which are discussed below.

The U.S. Forest Service can also terminate a SUP if it determines that termination is required in the public interest. However, to our knowledge, no SUP has ever been terminated by the U.S. Forest Service over the opposition of the permitee.

Master Development Plans

All improvements that we propose to make on National Forest lands under any of our SUPs must be included in a Master Development Plan (“MDP”). MDPs describe the existing and proposed facilities, developments and area of activity within the permit area. We prepare MDPs, which set forth a conceptual overview of all potential projects at each resort. The MDPs are reviewed by the U.S. Forest Service for compliance with the Forest Plan and other applicable law and, if found to be compliant, are accepted by the U.S. Forest Service. Notwithstanding acceptance by the U.S. Forest Service of the conceptual MDPs, individual projects still require separate applications to be submitted evidencing compliance with NEPA and other applicable laws before the U.S. Forest Service will approve such projects. We update or amend our MDPs for Steamboat and Winter Park on an as needed basis or as required under the terms of the SUPs. Our current MDPs at Steamboat and Winter Park have been accepted by U.S. Forest Service for expansion of our total skiable acres at those ski areas, subject to approval of individual applications for each project under NEPA and other applicable laws.

National Forest Plans

Operational and development activities on National Forest lands at Steamboat are subject to the additional regulatory and planning requirements set forth in the 1996 Revision of the Routt National Forest Land and Resource Management Plan, and operational and development activities on National Forest lands at Winter Park are subject to the additional regulatory and planning requirements set forth in the 1997 Revision of the Land and Resource Management Plan for Arapaho/Roosevelt National Forest. When approving our application for development, area expansion and other activities on National Forest lands, the U.S. Forest Service must adhere to the applicable Forest Plan. Any such decision may be subject to judicial review in federal court if a party, with standing, challenges a U.S. Forest Service decision that applies the requirements of a Forest Plan.

National Environmental Policy Act

NEPA requires the U.S. Forest Service to consider the environmental impacts of major proposed actions on National Forest land, such as expansion of a ski area, installation of new lifts or snowmaking facilities, or construction of new trails or buildings. The studies, prepared by the U.S. Forest Service, are subject to public review and comment. An Environmental Impact Statement (“EIS”) is required for projects with significant impacts to the environment and the process can be lengthy to complete. Projects that require an EIS typically take longer to approve than projects that require an Environmental Assessment (“EA”), which is prepared for projects with less significant impacts.

In each study, the U.S. Forest Service is required to analyze alternatives to the proposed action, including not taking the proposed action, as well as impacts that may be unavoidable. Following completion of study, the U.S. Forest Service may decide not to approve the proposed action or may decide to approve an alternative. Completion of the NEPA process does not guarantee that a project will be built.

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Projects may also be completed under NEPA absent an EIS or an EA if they are eligible under a Categorical Exclusion (“Cat Ex”). Cat Ex projects consist of those projects that are not expected to have a significant environmental impact. The U.S. Forest Service has a list of Cat Ex projects and some projects at Steamboat and Winter Park are eligible to be completed under a Cat Ex.

Stratton

Act 250 is a land use and development control law enforced by the Vermont Agency of Natural Resources that requires developers to consider impacts to, among other things, waterways, air, wildlife and earth resources using 10 criteria that are designed to safeguard the environment, community life and aesthetic character of Vermont. The State of Vermont Natural Resources Board, District Environmental Commission has the power to issue or deny a permit to real estate developers for any project that encompasses more than 10 acres, or more than one acre for towns that do not have permanent zoning and subdivision bylaws. The law also applies to any development project with more than 10 housing units or housing lots, and may apply for proposed construction above 2,500 feet of elevation. Stratton has a Master Plan detailing the real estate development considerations within the resort boundary. All projects within Stratton’s Master Plan have completed or will need to complete the Act 250 process at the project level.

The Vermont Department of Public Service is the state agency charged with oversight of propane facilities in Vermont for the Federal Government’s Office of Pipeline Safety, which administers the United States Department of Transportation’s Pipeline and Hazardous Materials Safety Administration’s propane pipeline regulatory program. Stratton owns an extensive propane distribution system consisting of three 30,000 gallon above-ground propane storage tanks and related piping, regulators, vaporizers and other equipment for the purpose of providing propane to homes in the Stratton area and to Stratton’s facilities. A third party supplies and operates the system.

Stratton also operates a waste water treatment facility. Operation of the waste water treatment facility requires state and local permits, and we are currently subject to a water quality remediation plan to reduce heat and sediment discharges.

Snowshoe

Snowshoe is home to the Cheat Mountain salamander, a threatened endangered species. Prior to conducting certain development activities at Snowshoe, we must submit a site survey to the U.S. Fish and Wildlife Service demonstrating the impact of the development activities on the Cheat Mountain salamander habitat at Snowshoe.

Snowshoe, through its subsidiary, Cheat Mountain Water Company, Inc., a private utility, owns and operates a potable water facility that is approximately 40 years old and requires state and local permits to operate in Pocahontas County in the State of West Virginia. Due to the age of this facility and increasingly more stringent water discharge standards, we are evaluating our options with respect to the facility, including potentially transferring the facility to a private operator, not-for-profit or municipality in the next few years.

USTs

The federal Solid Waste Disposal Act provides authority to the U.S. Environmental Protection Agency (“EPA”) to regulate underground storage tanks (“USTs”). USTs are present at Steamboat, Winter Park and Stratton and assist in storing fuel for base and mountain operations. In some states, the state UST program, if approved by the EPA, will govern over the federal regulations.

Canada

Tremblant

Our operations at Tremblant are also subject to a variety of federal, provincial and local laws, including environmental laws and health and safety regulations. Our ski operations are also subject to provincial regulations pertaining to the safety of our lifts and of individuals using our facilities at Tremblant for downhill activities. In addition, our operations at Tremblant are subject to the Province of Quebec’s labor code. At Tremblant, there is one UST and it is regulated by the Ministry of Sustainable Development, Environment, Wildlife and Parks.

Our operations at Tremblant are also subject to municipal bylaws and regulations enacted by the Municipality of Mont-Tremblant that regulate, most notably, zoning, development, commercial advertising and the environment. Furthermore, in 1991, Tremblant entered into a master agreement with the Municipality of Mont-Tremblant. The agreement governs Tremblant’s real estate development and the operation of its village, as well as the use of municipal water for the purposes of snow making.

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CMH

CMH operates on land tenures issued by the Province of British Columbia in extensive areas inside and outside parks and protected areas. Pursuant to British Columbia’s Land Act, tenures are issued by the Ministry of Forests, Lands and Natural Resource Operations as Licenses of Occupation or Leases outside park and protected areas, on lands designated as vacant Crown land. Pursuant to British Columbia’s Park Act, tenures are issued, in the form of permits, by the same ministry.

A part of a lengthy application process, detailed management plans and maps are submitted as a foundation for the applications for tenures. The tenure applications are reviewed by the ministry and shared with a range of other government departments and public groups as referrals. They are also advertised in local newspapers for public comment. Applications must also be referred to local First Nations groups for comment. Most of the tenures that CMH holds are 30 years in length and are renewable at mid-term. CMH is required to renew or replace its tenure applications. While CMH has been able to renew its tenures several times in the past, the province retains the right not to renew all or a portion of the tenures for reasons of non-compliance, environmental protection or when the land is needed for what the Province deems to be a “higher and better use.”

Currently, CMH is the only heli-ski and heli-hiking operator operating within its tenured land, although the province has the legal right to issue additional tenures for the same use. The land management environment in British Columbia is such that the tenured operating areas for CMH can and do overlap with a range of other activities, such as forest management, mining and mineral exploration, and public recreation.

Aerotech

Aerotech is subject to a variety of federal, provincial and local laws and regulations applicable in the field of manufacturing, maintenance and repair of airframe parts and engines.

Water

We rely on a supply of water to operate our ski areas for domestic and snowmaking purposes. Availability of water depends on the existence of adequate water rights as well as physical delivery of the water when and where it is needed.

At our mountain resorts in Colorado, we own or have ownership or leasehold interests in water rights individually or through stock ownership in ditch and reservoir companies, groundwater wells and other sources. The primary source of snowmaking water for Steamboat is the Yampa River, in which we have adjudicated absolute water rights granting us access to water in accordance with those rights. The primary water source for Winter Park’s snowmaking operations is the Moffat Collection System canal located, in part, on the ski area, and owned and operated by the Water Department of the City and County of Denver (“Denver Water”). Through our leasehold interest in water rights obtained by acquisition of shares in the Clinton Ditch and Reservoir Company at its formation in 1992 and our subsequent agreements with other water users in the region, we obtained the right to use water from the Denver Water canal in sufficient amounts to support our snowmaking operations at Winter Park. At both our Colorado resorts, base area water is obtained through municipal suppliers and on-mountain water needs are satisfied primarily from on-mountain wells for which adequate water rights are owned or obtained through leasehold arrangements. We believe we have rights to sufficient quantities of water for the operation of our mountain resorts for the foreseeable future.

Delivery of the snowmaking water to each resort typically comes from water diverted directly into the snowmaking system. The streams that deliver the water are subject to minimum stream flows, freezing and other limitations that may prevent or reduce the amount of water physically available to the resort. Other on-mountain water comes from wells from which water is pumped to on-site storage facilities where it is treated and then supplied to the various facilities where it will be used.

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Management

Executive Directors and Officers

The following table sets forth the name, age and position of individuals who will serve as our directors and executive officers.

Name	Age	Position
William A. Jensen	60	Chief Executive Officer and Director
Gary W. Ferrera	52	Chief Financial Officer and Treasurer
Joshua B. Goldstein	46	Chief General Counsel, Senior Vice President and Corporate Secretary
Travis J. Mayer	31	Senior Vice President, Finance and Business Development
Wesley R. Edens	51	Director Nominee
Richard Armstrong	43	Director Nominee
William J. Clifford	56	Director Nominee
Richard E. Georgi	50	Director Nominee
John W. Harris III	35	Director Nominee
Timothy Jay	54	Director Nominee

The following is a brief description of the background of our directors and executive officers listed above:

William A. Jensen

William (Bill) A. Jensen has been our Chief Executive Officer since June 2008 and a member of our board of directors since the formation of Intrawest Resorts Holdings, Inc. From 2010 through 2012, Mr. Jensen also served as Chief Executive Officer and a member of the board of directors of Whistler Holdings, a publicly traded company on the Toronto Stock Exchange. Prior to his appointment at Intrawest, Mr. Jensen served as President of the Mountain Division at Vail Resorts, Inc. from February 2006 to February 2008, and prior to that held other leadership positions at Vail Resorts, Inc., including Chief Operating Officer at Vail Mountain and Chief Operating Officer at Breckenridge Ski Resort. Prior to joining Vail Resorts, Inc., Mr. Jensen acted as the President of Fiberboard Resort Group, where he oversaw the executive management of three ski resorts in California, Northstar at Tahoe, Sierra at Tahoe and Bear Mountain. Mr. Jensen currently serves on the board of MMSA Investors, L.L.C., which owns a majority interest in Mammoth.

Mr. Jensen was selected to serve on our board of directors because he is our Chief Executive Officer and has significant knowledge of, and relationships within, the leisure industry due to his experience as an executive of Fiberboard Resort Group, Vail Resorts, Inc. and Whistler Holdings. Mr. Jensen also brings to our board of directors his experience as a director of MMSA Investors, L.L.C and Whistler Holdings.

Gary W. Ferrera

Gary W. Ferrera joined Intrawest in January 2014 as Chief Financial Officer and Treasurer. From April 2013 through December 2013, Mr. Ferrera was Executive Vice President and Chief Financial Officer of Great Wolf Resorts, Inc. From 2007 to 2013, Mr. Ferrera served as Executive Vice President and Chief Financial Officer of National CineMedia, Inc., a media company. Prior to that, Mr. Ferrera held those same positions with National CineMedia, LLC, a subsidiary of National CineMedia, Inc., since 2006. Mr. Ferrera holds an M.B.A. from the Kellogg School of Management and a B.S. in Accounting from Bentley College, magna cum laude.

Joshua B. Goldstein

Joshua B. Goldstein has been our Senior Vice President, Chief General Counsel and Corporate Secretary since September 2012. From 2007 to 2012, Mr. Goldstein was a Counsel in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP where he concentrated on corporate finance, corporate securities and mergers and acquisitions. From 2005 to 2007, Mr. Goldstein was a corporate partner in the New York office of Torys LLP. From 1996 to 2005, Mr. Goldstein was a corporate associate at Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Goldstein holds a B.A. in business administration from the University of Wisconsin-Madison and a J.D. from Fordham University School of Law. Mr. Goldstein is also a Certified Public Accountant.

Travis J. Mayer

Travis J. Mayer joined Intrawest in 2007 and has served as Senior Vice President, Finance and Business Development since July 2013. Prior to July 2013, Mr. Mayer held various positions at Intrawest, including Director

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Financial Planning and Analysis, and Vice President, Finance and Business Development. In his current role at Intrawest, Mr. Mayer is a member of the Executive Committee and oversees financial planning and analysis, mergers and acquisitions, procurement and investor relations. Prior to joining Intrawest, Mr. Mayer was a member of the U.S. Ski Team for eight years and represented the United States at two Olympic Games, earning a silver medal in the 2002 Olympics in Salt Lake City, Utah. Mr. Mayer holds an MBA from Harvard Business School and a B.S. from Cornell University, summa cum laude.

Wesley R. Edens

Wesley R. Edens has agreed to join our board of directors effective as of the date of this prospectus. He is the founding principal and Co-Chairman of the board of directors of Fortress (a global investment management firm) and has been a principal and the Chairman of the Management Committee of Fortress since co-founding Fortress in May 1998. Investment funds managed by affiliates of Fortress indirectly control the Initial Stockholders. Previously, Mr. Edens served as Chief Executive Officer of Fortress from inception to August 2009. Mr. Edens has primary investment oversight of Fortress's private equity and publicly traded alternative businesses. He is the Chairman of the board of directors of each of Springleaf Holdings, Inc. (a consumer finance company), Eurocastle Investment Limited (a closed-end investment company), GateHouse Media, Inc. (a publisher of print and online media), Mapeley Limited (a real estate investor and asset manager), Nationstar Mortgage Holdings, Inc. (a residential mortgage loan originator and servicer), New Residential Investment Corp. (a real estate investment trust focused on investing in, and managing, investments related to residential real estate) and Newcastle Investment Corp. (a real estate investment and finance company). He is a director of GAGFAH S.A. (a residential property owner and manager), Brookdale Senior Living Inc. (an operator of senior living communities), and Penn National Gaming Inc. (an owner and operator in the gaming and racing industry). Mr. Edens was Chief Executive Officer of Global Signal Inc. from February 2004 to April 2006 and Chairman of the board of directors of that company from October 2002 to January 2007. Mr. Edens serves as Chairman, Chief Executive Officer and Trustee of Fortress Investment Trust II (a registered investment company that de-registered with the SEC in January 2011). Mr. Edens previously served on the boards of the following publicly traded company and registered investment companies: Crown Castle Investment Corp. (merged with Global Signal Inc.) from January 2007 to July 2007; Fortress Brookdale Investment Fund LLC, from August 13, 2000 (deregistered with the SEC in March 2009); Fortress Pinnacle Investment Fund, from July 24, 2002 (deregistered with the SEC in March 2008); and RIC Coinvestment Fund LP, from May 10, 2006 (deregistered with the SEC in June 2009); and RailAmerica Inc. from October 2009 (deregistered with the SEC in December 2012).

Prior to forming Fortress, Mr. Edens was a partner and managing director of BlackRock Financial Management Inc. (an investment management firm), where he headed BlackRock Asset Investors, a private equity fund. In addition, Mr. Edens was formerly a partner and managing director of Lehman Brothers (a financial services firm).

Mr. Edens brings strong leadership and extensive business and managerial experience to the Board. In addition, Mr. Edens brings his broad strategic vision to our company and our board of directors. Further, his experience on the boards of other public companies, including serving as chairman of the board of certain of such companies, provides our board of directors with insights into how boards at other companies address issues similar to those faced by us.

Richard Armstrong

Richard Armstrong has agreed to join our board of directors effective as of the date of this prospectus. From 1996 to 2004, Mr. Armstrong was a lead guide and operations manager for Valdez Heli Ski Guides, a heli-skiing company. He has been an ambassador and product tester for Salomon Group, a sports equipment manufacturing company, since 1994, served as a marketing consultant for VF Corporation, a clothing company, from 1994 to 2009 and served as a youth marketing consultant and talent scout for The North Face, Inc., an outdoor product company, from 1989 to 2008. Mr. Armstrong has founded a number of private businesses, and has owned and operated RARE Properties of Jackson Hole LLC since 2001, the RARE Gallery of Fine Art since 2004, and Teton Gravity Research since 1996.

Mr. Armstrong was selected to serve on our board of directors because of his extensive knowledge of the ski industry and his management and consulting experience.

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William J. Clifford

William J. Clifford has agreed to join our board of directors effective as of the date of this prospectus. Mr. Clifford has been the Chief Financial Officer, Secretary and Treasurer of Gaming and Leisure Properties, Inc., a gaming-focused real estate investment trust, since February 2013. From 2001 to 2013, Mr. Clifford served as Senior Vice President-Finance and Chief Financial Officer of Penn National Gaming, Inc., an operator of gaming and racing facilities.

Mr. Clifford was selected to serve on our board of directors because of his significant knowledge of real estate and his business and leadership experience.

Richard E. Georgi

Richard E. Georgi has agreed to join our board of directors effective as of the date of this prospectus. Mr. Georgi is the Chairman of the Investment Committee for each of Grove’s funds and has been Grove's Managing Partner since its formation in 2004 and was founding partner of its predecessor entity, Soros Real Estate Partners, in 1999. Prior to that, Mr. Georgi was a Managing Director at Goldman, Sachs & Co. While at Goldman, Sachs & Co., Mr. Georgi was the head of European investment business for the Whitehall Funds and a member of the Whitehall Investment Committee.

Mr. Georgi was selected to serve on our board of directors because of his significant business, management and leadership experience, and his familiarity with our industry and our company.

John W. Harris III

John W. Harris III has agreed to join our board of directors effective as of the date of this prospectus. Mr. Harris has been Chief Operating Officer of Lincoln Harris, a privately held commercial real estate company, since 2012. Prior to joining Lincoln Harris, Mr. Harris worked for Fortress from 2004 to 2012 in various positions. While at Fortress he worked in Europe and the United States. Today, as Chief Operating Officer of Lincoln Harris, he is responsible for the day to day operations of the company as well as its development platform across the Southeast.

Mr. Harris was selected to serve on our board of directors because of his business and leadership experience, including his experiences as Chief Operating Officer of Lincoln Harris.

Timothy Jay

Timothy Jay has agreed to join our board of directors effective as of the date of this prospectus. Mr. Jay has worked as Head of Government Bond Sales and Rates Trader at CRT Capital Group LLC, a financial services firm, since 2009. From 2005 to 2006, he served as Co-Managing Partner at Rockridge Advisors LLC, a multi-strategy hedge fund. Prior to 2005, Mr. Jay worked for Lehman Brothers as a Government Bond Trader, Head of Global Government Bond Business and a Liquid Markets Head Trader. Additionally from 1996 to 2006, Mr. Jay served as both Chairman and Vice Chairman of the Treasury Borrowing Advisory Committee which regularly advised the U.S. Treasury and the Federal Reserve Board on policy.

Mr. Jay was selected to serve on our board of directors because of his significant knowledge of real estate and operational and financial development.

Board of Directors

In connection with this offering, we will adopt a restated certificate of incorporation and bylaws. Our restated certificate of incorporation will provide that our board shall consist of not less than three and not more than eleven directors as the board of directors may from time to time determine. Our board of directors will be divided into three classes that are, as nearly as possible, of equal size. Each class of directors will be elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting. The initial terms of the Class I, Class II and Class III directors will expire in 2014, 2015 and 2016, respectively. Messrs. Clifford and Harris will each serve as a Class I director, Messrs. Jensen and Georgi will each serve as a Class II director and Messrs. Armstrong, Jay and Edens will each serve as a Class III director. All officers serve at the discretion of the board of directors.

Under the stockholders agreement (the “Stockholders Agreement”) we expect to enter into with our Initial Stockholders, we will be required to take all reasonable actions within our control (including nominating as directors the individuals designated by our Initial Stockholders), subject to applicable regulatory and listing requirements

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(including the director independence requirements of the NYSE), so that up to a majority and, in some circumstances, a majority plus two, depending upon the size of the board (depending upon the level of ownership of the Initial Stockholders and certain other affiliates of Fortress and permitted transferees) of the members of our board of directors are individuals designated by our Initial Stockholders. Upon completion of this offering, and in accordance with our Stockholders Agreement, our board of directors will consist of seven directors, four of whom will be “independent,” as defined under the rules of the NYSE. Our board of directors has determined that Messrs. Clifford, Harris, Armstrong and Jay will be our independent directors.

Our restated certificate of incorporation will not provide for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of common stock can elect all of the directors standing for election, and the holders of the remaining shares will not be able to elect any directors, subject to our obligations under the Stockholders Agreement discussed in the previous paragraph.

Committees of the Board of Directors

Upon completion of this offering, we will establish the following committees of our board of directors.

Audit Committee

The audit committee:

• reviews the audit plans and findings of our independent registered public accounting firm and our internal audit and risk review staff, as well as the results of regulatory examinations, and tracks management’s corrective action plans where necessary;

• reviews our financial statements, including any significant financial items and changes in accounting policies, with our senior management and independent registered public accounting firm;

• reviews our financial risk and control procedures, compliance programs and significant tax, legal and regulatory matters; and

• has the sole discretion to appoint annually our independent registered public accounting firm, evaluate its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm.

The members of the audit committee are Messrs. Clifford (Chair), Harris and Jay. Upon effectiveness of the registration statement, each member of the committee will be “independent,” as defined under the rules of the NYSE and Rule 10A-3 under the Exchange Act. Our board of directors has determined that each director appointed to the audit committee is financially literate, and the board has determined that Mr. Clifford is our audit committee financial expert.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee:

• reviews the performance of our board of directors and makes recommendations to the board regarding the selection of candidates, qualification and competency requirements for service on the board and the suitability of proposed nominees as directors;

• advises the board with respect to the corporate governance principles applicable to us;

• oversees the evaluation of the board and management;

• reviews and approves in advance any related party transaction, other than those that are pre-approved pursuant to pre-approval guidelines or rules established by the committee; and

• recommends guidelines or rules to cover specific categories of transactions.

The members of the nominating and corporate governance committee are Messrs. Jay (Chair) and Armstrong. Each member of our nominating and corporate governance committee is independent, as defined under the rules of the NYSE.

Compensation Committee

The compensation committee:

• reviews and recommends to the board the salaries, benefits and equity incentive grants of consultants, officers, directors and other individuals we compensate;

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• reviews and approves corporate goals and objectives relevant to Chief Executive Officer compensation, evaluates the Chief Executive Officer’s performance in light of those goals and objectives, and determines the Chief Executive Officer’s compensation based on that evaluation; and

• oversees our compensation and employee benefit plans.

The members of the compensation committee are Messrs. Armstrong (Chair) and Harris. Each member of our compensation committee is independent, as defined under the rules of the NYSE. The “independent” directors that are appointed to the compensation committee are also “non-employee” directors as defined in Rule 16b-3(b)(3) under the Exchange Act and “outside” directors within the meaning of Section 162(m)(4)(c)(i) of the Code.

Code of Ethics

We will adopt a Code of Business Conduct and Ethics, which will be posted on “About Us—Investor Information—Corporate Governance” of our website at www.intrawest.com, that applies to all employees and each of our directors and officers, including our principal executive officer and principal financial officer. The purpose of the Code of Business Conduct and Ethics will be to promote, among other things, honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in public communications and reports and documents that we file with, or submit to, the SEC, compliance with applicable governmental laws, rules and regulations, accountability for adherence to the code and the reporting of violations thereof.

We will also adopt a Code of Ethics for Principal Executive and Senior Financial Officers that is applicable to our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer and Controller. The Code of Ethics for Principal Executive and Senior Financial Officers will be posted on “About Us—Investor Information—Corporate Governance” of our website at www.intrawest.com. We intend to post any amendments to the Code of Ethics for Principal Executive and Senior Financial Officers and any waivers that are required to be disclosed on our website.

Executive Compensation

Our named executive officers for the fiscal year ended June 30, 2013, which consist of our Chief Executive Officer and our two other most highly compensated executive officers who were serving as executive officers as of June 30, 2013, are as follows:

• William Jensen, Chief Executive Officer;

• Dallas Lucas, former Chief Financial Officer; and

• Joshua Goldstein, Chief General Counsel.

Fiscal 2013 Summary Compensation Table

The following table summarizes the total compensation paid to or earned by each of our named executive officers in fiscal 2013.

Name and Principal Position	Year		Salary ($)		Non-Equity Incentive Plan Compensation ($)(1)		All Other Compensation ($)(2)		Total ($)
William Jensen
Chief Executive Officer		2013		700,003		700,000		6,564		1,406,567
Joshua Goldstein(3)
Chief General Counsel		2013		251,250		163,749		42,244		457,243
Dallas Lucas(4)
Former Chief Financial Officer		2013		362,788		402,500		29,599		794,887

(1) Represents performance based bonuses paid in respect of fiscal 2013 performance, as described in greater detail below under “—Fiscal 2013 Bonus Arrangements.”

(2) Represents (i) for Mr. Jensen, company matching contributions under our 401(k) Plan, as described in greater detail below under “—Retirement Benefits,” and a tax equalization payment and (ii) for Messrs. Lucas and Goldstein, relocation and temporary housing expenses paid in fiscal 2013.

(3) Mr. Goldstein commenced employment with us on September 17, 2012.

(4) Mr. Lucas commenced employment with us on July 30, 2012. Mr. Lucas’ employment with us terminated effective as of October 11, 2013, as described in greater detail below under “—Separation Arrangement with Mr. Lucas.”

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Fiscal 2013 Bonus Arrangements

Each of our named executive officers participated in our Fiscal Year 2013 Incentive Plan in fiscal 2013, pursuant to which each officer was eligible to receive a cash incentive bonus upon the achievement of certain performance goals and subject to the officer's continued employment through the applicable payment date. For Messrs. Jensen and Lucas, the Fiscal Year 2013 Incentive Plan provides that a total of 80% of the bonus for each officer was based on our achievement of an Adjusted EBITDA goal, and the remaining 20% was based on pre-determined quantifiable individual goals and objectives. For Mr. Goldstein, the Fiscal Year 2013 Incentive plan provides that a total of 50% was based on our achievement of an Adjusted EBITDA goal and 50% based on pre-determined individual goals and objectives.

Messrs. Jensen and Lucas were eligible to receive a target cash bonus payment under the Fiscal Year 2013 Incentive Plan equal to 100% of their respective annual base salaries upon the achievement of the applicable objectives, and Mr. Goldstein was eligible to earn a bonus equal to 50% of his annual base salary upon the achievement of the applicable objectives. We achieved all of the applicable corporate performance metrics at the target level and Messrs. Jensen, Lucas and Goldstein each achieved all of their respective individual goals and objectives in respect of fiscal 2013. As a result, we made payment of the bonuses to each of Messrs. Jensen, Lucas and Goldstein in October 2013 in the respective amounts listed in the “Fiscal 2013 Summary Compensation Table,” above, under the heading “Non-Equity Incentive Plan Compensation.”

Employment Arrangements

Employment Agreement with William A. Jensen

On January 20, 2014, we entered into an amended and restated employment agreement with Mr. Jensen pursuant to which he continues to serve as our Chief Executive Officer. Mr. Jensen’s employment agreement provides that he receives a base salary of $700,000 and is eligible to receive a target annual bonus of 100% of his base salary under the terms of our annual performance-based cash bonus plan as in effect for similarly situated employees. The agreement also provides that Mr. Jensen is eligible to participate in all of our benefit, retirement and perquisite plans generally available to our similarly situated executives.

The agreement further provides that Mr. Jensen is eligible to receive a cash transaction bonus in connection with this offering equal to the lesser of (i) $2,000,000 and (ii) 1% of the net proceeds received by the Initial Stockholders in this offering payable within 40 days following the closing of the offering.

Subject to the completion of this offering, Mr. Jensen is also eligible to receive a grant of restricted stock units (“RSUs”) under the terms of the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan (described below under “—Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan”) with an aggregate value equal to $3,000,000, based on the public sale price per share of our common stock in the offering. These RSUs will generally become vested in three equal annual installments on each of the first three anniversaries of the date of grant, subject to Mr. Jensen’s continued service through the specified vesting date, provided that if Mr. Jensen’s employment is terminated by us other than for cause, by Mr. Jensen for “good reason” (as defined in the agreement and summarized below) or due to Mr. Jensen’s death or disability, the portion of the RSUs that are scheduled to vest on the next applicable vesting date will automatically vest. Each RSU represents the right to receive, in our sole discretion, either one share of our common stock or cash equal to the fair market value of one share of our common stock.

Mr. Jensen’s agreement provides that if his employment is terminated by us without cause or by Mr. Jensen for good reason, and if Mr. Jensen executes a general release of claims in a form acceptable to us and continues to comply with all applicable restrictive covenants, he will receive (i) continued base salary payments for 12 months, less any income received from alternate employment during such 12-month period, (ii) any unpaid annual bonus with respect to the prior year, plus a pro-rated annual bonus for the year of termination and (iii) health benefits continuation for 12 months.

Mr. Jensen’s agreement further provides that if his employment is terminated by us without cause or by Mr. Jensen for good reason within 12 months following a “change in control” (as defined in the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan), he will receive the benefits described in the preceding paragraph, except that he will receive base salary payments for 18 months and in full, regardless of any income received from alternate employment during such 18-month period. If any payments, whether under this agreement or otherwise, are subject to the golden parachute excise tax under Section 4999 of the Code, they will be reduced to the extent necessary to avoid the excise tax if doing so would result in a greater net after tax payment to Mr. Jensen.

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Mr. Jensen’s employment agreement provides that he will not compete with us for one year following his termination of employment with us for any reason. In addition, the agreement provides that Mr. Jensen will not solicit our employees, consultants, contractors or current customers or suppliers, or former or prospective major customers or suppliers for one year following termination of his employment for any reason. The agreement also contains standard perpetual provisions relating to confidentiality, intellectual property and non-disparagement.

For purposes of Mr. Jensen’s employment agreement, “good reason” means, in summary, (i) a reduction in his base salary (other than an across-the-board reduction affecting senior executives), (ii) a relocation of his principal place of employment to another country or a location more than fifty miles from his current principal place of employment, (iii) a material and adverse alteration in his responsibilities or title, or (iv) an intentional material breach by us of his employment agreement.

Employment Agreement with Gary W. Ferrera

On January 20, 2014, we entered into an employment agreement with Mr. Ferrera pursuant to which he serves as our Chief Financial Officer and Treasurer. Mr. Ferrera’s employment agreement provides that he receives a base salary of $400,000 and is eligible to receive a target annual bonus of 100% of his base salary under the terms our annual performance-based cash bonus plan as in effect for similarly situated employees. In addition, Mr. Ferrera is eligible to receive a cash sign-on bonus of $15,000, payable within thirty days of his commencement of employment with us. The agreement also provides that Mr. Ferrera is eligible to participate in all of our benefit, retirement and perquisite plans generally available to our similarly situated executives.

Subject to the completion of this offering, Mr. Ferrera is eligible to receive a grant of RSUs under the terms of the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan with an aggregate value equal to $1,000,000, based on the public sale price per share of our common stock in the offering. These RSUs will generally become vested in three equal annual installments on each of the first three anniversaries of the date of grant, subject to Mr. Ferrera’s continued service through the specified vesting date, provided that if Mr. Ferrera’s employment is terminated by us other than for cause or by Mr. Ferrera for “good reason” (as defined in the agreement and summarized below), the portion of the RSUs that are scheduled to vest on the next applicable vesting date will automatically vest. Each RSU represents the right to receive, in our sole discretion, either one share of our common stock or cash equal to the fair market value of one share of our common stock.

Mr. Ferrera’s agreement provides that if his employment is terminated by us other than for cause or by Mr. Ferrera for good reason, and if Mr. Ferrera executes a general release of claims in a form acceptable to us and continues to comply with all applicable restrictive covenants, he will receive (i) continued base salary payments for 12 months, less any income received from alternate employment during such 12-month period, (ii) any unpaid annual bonus with respect to the prior year, plus a pro-rated annual bonus for the year of termination and (iii) health benefits continuation for 12 months.

Mr. Ferrera’s agreement further provides that if his employment is terminated by us without cause or by Mr. Ferrera for good reason within 12 months following a “change in control” (as defined in the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan), he will receive the benefits described in the preceding paragraph, except that he will receive the base salary payments in full, regardless of any income received from alternate employment during such 12-month period. If any payments, whether under this agreement or otherwise, are subject to the golden parachute excise tax under Section 4999 of the Code, they will be reduced to the extent necessary to avoid the excise tax if doing so would result in a greater net after tax payment to Mr. Ferrera.

Mr. Ferrera’s employment agreement provides that he will not compete with us for one year following his termination of employment with us for any reason. In addition, the agreement provides that Mr. Ferrera will not solicit our employees, consultants, contractors or current customers or suppliers, or former or prospective major customers or supplies for one year following termination of his employment for any reason. The agreement also contains standard perpetual provisions relating to confidentiality, intellectual property and non-disparagement.

For purposes of Mr. Ferrera’s employment agreement, “good reason” means, in summary, (i) a reduction in his base salary (other than an across-the-board reduction affecting senior executives), (ii) a relocation of his principal place of employment to another country or a location more than fifty miles from his current principal place of employment, (iii) a material and adverse alteration in his responsibilities or title, or (iv) an intentional material breach by us of his employment agreement.

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Employment Agreement with Joshua Goldstein

On January 20, 2014, we entered into an amended and restated employment agreement with Mr. Goldstein pursuant to which he continues to serve as our Chief General Counsel, Senior Vice President and Corporate Secretary. The terms of Mr. Goldstein’s agreement are substantially identical to the terms of Mr. Ferrera’s employment agreement described above, except that Mr. Goldstein (i) receives a base salary of $333,125, (ii) is not eligible to receive a sign-on bonus, (iii) is eligible to receive a target annual bonus of 50% of his base salary, and (iv) subject to the completion of this offering, is eligible to receive a grant of RSUs with an aggregate value equal to $700,000, based on the public sale price per share of our common stock in the offering.

Retirement Benefits

Each of our named executive officers who is employed by us is eligible to participate, along with substantially all of our U.S. employees, in the Intrawest 401(k) Retirement Plan.

The Intrawest 401(k) Retirement Plan provides for matching contributions to eligible employees who have completed one year of service that, prior to January 1, 2013, were equal to 50% of the first 1% of the participant’s compensation, and following January 1, 2013, were equal to 50% of the first 1.5% of the participant’s compensation.

The matching contributions made to Mr. Jensen are included in the “All Other Compensation” column of the “Fiscal 2013 Summary Compensation Table” above. Messrs. Lucas and Goldstein had not met the one-year service requirement for a matching contribution as of June 30, 2013 and therefore did not receive a matching contribution in fiscal 2013.

Outstanding Equity Awards at Fiscal Year End

None of our named executive officers held any outstanding equity awards as of June 30, 2013.

Potential Payments Upon Termination or Change in Control

Please refer to the section above entitled“—Employment Agreements” for a description of the severance payments and benefits to be provided to Messrs. Jensen, Goldstein and Ferrera in connection with certain qualifying terminations of their employment.

Separation Arrangement with Mr. Lucas

Mr. Lucas’s employment with us terminated effective as of October 11, 2013. In accordance with the terms of his employment agreement, Mr. Lucas became entitled to receive the following payments and benefits as a result of his termination of employment: (i) a payment equal to $61,924, in respect of eight weeks of his base salary; (ii) continued employer contributions for health and dental coverage through January 31, 2014; and (iii) a pro-rated bonus for the portion of fiscal 2014 that he was employed by us, the amount of which will be determined based on our achievement of applicable performance goals for fiscal 2014. Mr. Lucas also received the full amount of his earned but unpaid fiscal 2013 annual bonus, as listed in the “Fiscal 2013 Summary Compensation Table,” above, under the heading “Non-Equity Incentive Plan Compensation.” Mr. Lucas executed a general release of claims in respect of receiving these payments and benefits and remains subject to certain non-competition and non-solicitation restrictions through the first anniversary of his date of termination.

Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan

Introduction

Prior to the completion of this offering, we intend to adopt the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan (the “Plan”). The purposes of the Plan will be to provide additional incentives to selected officers, employees, non-employee directors, independent contractors and consultants, to strengthen their commitment, motivate them to faithfully and diligently perform their responsibilities and to attract and retain competent and dedicated persons who are essential to the success of our business and whose efforts will impact our long-term growth and profitability.

Summary of Expected Plan Terms

Types of Awards. The Plan will provide for the issuance of options, stock appreciation rights (“SARs”), restricted stock, RSUs, stock bonuses, other stock-based awards and cash awards.

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Shares Available; Certain Limitations. A total number of shares of common stock equal to 10% of our outstanding shares as of the completion of this offering will be reserved and available for issuance under the Plan. When Section 162 (m) of the Code becomes applicable to us, (i) no individual will be granted options or SARs for more than the total number of shares of common stock reserved under the Plan during any calendar year and (ii) no individual who is likely to be a “covered employee” for purposes of Section 162(m) of the Code will be granted either (A) restricted stock, RSUs, a stock bonus, or other stock-based awards for more than the total number of shares of common stock reserved under the Plan during any calendar year or (B) a cash award in excess of $10.0 million during any calendar year.

Shares of common stock subject to an award under the Plan that remain unissued upon the cancellation or termination of the award will again become available for grant under the Plan. However, shares of common stock that are exchanged by a participant or withheld as payment in connection with any award under the Plan, as well as any shares of common stock exchanged by a participant or withheld to satisfy tax withholding obligations related to any award, will not be available for subsequent awards under the Plan. If an award is denominated in shares, but settled in cash, the number of shares of common stock previously subject to the award will again be available for grants under the Plan. If an award can only be settled in cash, it will not be counted against the total number of shares of common stock available for grant under the Plan.

Administration. The Plan will be administered by our board of directors, or if our board of directors does not administer the Plan, a committee of our board of directors that complies with the applicable requirements of Section 162(m) of the Code, Section 16 of the Exchange Act and any other applicable legal or stock exchange listing requirements (the board or committee referred to above being sometimes referred to as the plan administrator). The plan administrator may interpret the Plan and may prescribe, amend and rescind rules and make all other determinations necessary or desirable for the administration of the Plan.

The Plan permits the plan administrator to select the eligible recipients who will receive awards, to determine the terms and conditions of those awards, including but not limited to the exercise price or other purchase price of an award, the number of shares of common stock or cash or other property subject to an award, the term of an award and the vesting schedule applicable to an award, and to amend the terms and conditions of outstanding awards.

Stock Options. We may issue stock options under the Plan. All stock options granted under the Plan are intended to be non-qualified stock options and are not intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code. The exercise price of all stock options granted under the Plan will be determined by the plan administrator, but in no event may the exercise price be less than 100% of the fair market value of the related shares of common stock on the date of grant. The maximum term of all stock options granted under the Plan will be determined by the plan administrator, but may not exceed ten years. Each stock option will vest and become exercisable at such time and subject to such terms and conditions as determined by the plan administrator in the applicable individual stock option agreement.

Unless the applicable stock option agreement provides otherwise, in the event of an optionee’s termination of employment or service, stock options will be treated as follows: (i) if the termination is for any reason other than for cause, disability or death, vested options generally will remain exercisable until 90 days after termination and then expire, (ii) if the termination is on account of the optionee’s disability or death, vested options generally will remain exercisable until one year after termination and will then expire and (iii) if the termination is for cause, all options, whether vested or unvested, will expire as of the date of such termination. Unless the applicable stock option agreement provides otherwise, any options that were not vested and exercisable on the date of any termination of employment or service for any reason will expire as of the date of such termination.

Stock Appreciation Rights. SARs may be granted under the Plan either alone or in conjunction with all or part of any stock option granted under the Plan. A free-standing SAR granted under the Plan entitles its holder to receive, at the time of exercise, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share of common stock over the base price of the free-standing SAR. A SAR granted in conjunction with all or part of a stock option under the Plan entitles its holder to receive, at the time of exercise of the SAR and surrender of the related option, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share of common stock over the exercise price of the related option. Each SAR will be granted with a base price that is

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not less than 100% of the fair market value of the related shares of common stock on the date of grant. The maximum term of all SARs granted under the Plan will be determined by the plan administrator, but may not exceed ten years. The plan administrator may determine to settle the exercise of a SAR in shares of common stock, cash, or any combination thereof.

Unless an individual free-standing SARs agreement provides otherwise, in the event of a SAR holder’s termination of employment or service, free-standing SARs will be treated as follows: (i) if the termination is for any reason other than for cause, disability or death, vested free-standing SARs generally will remain exercisable until 90 days after termination and then expire, (ii) if the termination is on account of the holder’s disability or death, vested free-standing SARs generally will remain exercisable until one year after termination and will then expire and (iii) if the termination is for cause, all free-standing SARs (whether vested or unvested) will expire as of the date of such termination. Unless an individual free-standing SARs agreement provides otherwise, any free-standing SARs that were not vested and exercisable on the date of any termination of employment or service for any reason will expire as of the date of such termination.

SARs granted in conjunction with all or part of a stock option will be exercisable at such times and subject to all of the terms and conditions applicable to the related option.

Restricted Stock and RSUs. Restricted stock and RSUs may be granted under the Plan. RSUs may be settled in shares of common stock or cash in the sole discretion of the plan administrator. The plan administrator will determine the purchase price, vesting schedule and performance objectives, if any, applicable to the grant of restricted stock and RSUs. If the restrictions, performance objectives or other conditions determined by the plan administrator are not satisfied, the restricted stock and RSUs will be forfeited. Subject to the provisions of the Plan and applicable individual award agreement, the plan administrator has the sole discretion to provide for the lapse of restrictions in installments or the acceleration or waiver of restrictions (in whole or part) under certain circumstances, including the attainment of certain performance goals, a participant’s termination of employment or service or a participant’s death or disability. The rights of restricted stock and RSU holders upon a termination of employment or service will be set forth in individual award agreements.

Unless the applicable award agreement provides otherwise, participants with restricted stock will generally have all of the rights of a stockholder during the restricted period, including the right to vote and receive dividends declared with respect to such stock. During the restricted period, participants with RSUs will generally not have any rights of a stockholder, but may be credited with dividend equivalent rights if the applicable individual award agreement so provides. Notwithstanding the foregoing, any dividends or dividend equivalent awards with respect to restricted stock or RSUs will be subject to the same restrictions, conditions and risks of forfeiture as the underlying restricted stock or RSU.

Other Stock-Based Awards. Other stock-based awards, valued in whole or in part by reference to, or otherwise based on, shares of common stock (including dividend equivalents) may be granted under the Plan. The plan administrator will determine the terms and conditions of such other stock-based awards, including the number of shares of common stock to be granted pursuant to such other stock-based awards, the manner in which such other stock-based awards will be settled (e.g., in shares of common stock, cash or other property), and the conditions to the vesting and payment of such other stock-based awards (including the achievement of performance objectives).

Stock Bonuses and Cash Awards. Bonuses payable in fully vested shares of common stock and awards that are payable solely in cash may also be granted under the Plan.

Performance Goals. The vesting of awards that are intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code will be based upon one or more of the following business criteria: (i) earnings, including one or more of operating income, net operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, adjusted EBITDA, economic earnings, or extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) stock price appreciation; (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii) cumulative earnings per share growth; (xiii) operating margin or profit margin; (xiv) cost targets, reductions and savings, productivity and efficiencies; (xv) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration,

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geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (xvi) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and (xvii) any combination of, or a specified increase in, any of the foregoing.

The business criteria may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to us or any of our affiliates, or one of our divisions or strategic business units or a division or strategic business unit of any of our affiliates, or may be applied to our performance relative to a market index, a group of other companies or a combination thereof, all as determined by the plan administrator. The business criteria may also be subject to a threshold level of performance below which no payment will be made, levels of performance at which specified payments will be made, and a maximum level of performance above which no additional payment will be made. Where applicable, business criteria will be determined in accordance with generally accepted accounting principles and achievement of the criteria will require certification by the plan administrator. To the extent permitted by Section 162(m) of the Code, the plan administrator will have the authority to make equitable adjustments to the business criteria in recognition of unusual or non-recurring events affecting us or any of our affiliates or our financial statements or the financial statements of any of our affiliates, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

Equitable Adjustments. In the event of a merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase, reorganization, special or extraordinary dividend or other extraordinary distribution (whether in the form of shares of common stock, cash or other property), combination, exchange of shares, or other change in corporate structure affecting the shares of common stock, an equitable substitution or proportionate adjustment shall be made, at the sole discretion of the plan administrator, in (i) the aggregate number of shares of common stock reserved for issuance under the Plan, (ii) the maximum number of shares of common stock or cash that may be subject to awards granted to any participant in any calendar year, (iii) the kind and number of securities subject to, and the exercise price or base price of, any outstanding options and SARs granted under the Plan, and (iv) the kind, number and purchase price of shares of common stock, or the amount of cash or amount or type of property, subject to outstanding restricted stock, RSUs, stock bonuses and other share-based awards granted under the Plan. Equitable substitutions or adjustments other than those listed above may also be made as determined by the plan administrator. In addition, the plan administrator may terminate all outstanding awards for the payment of cash or in-kind consideration having an aggregate fair market value equal to the excess of the fair market value of the shares of common stock, cash or other property covered by such awards over the aggregate exercise price or base price, if any, of such awards, but if the exercise price or base price of any outstanding award is equal to or greater than the fair market value of the shares of common stock, cash or other property covered by such award, our board of directors may cancel the award without the payment of any consideration to the participant.

Change in Control and Qualifying Termination. Unless otherwise determined by the plan administrator and evidenced in an award agreement, in the event that (i) a “change in control” (as defined below) occurs and (ii) a participant’s employment or service is terminated without cause within 12 months following the change in control, then (a) any unvested or unexercisable portion of any award carrying a right to exercise shall become fully vested and exercisable, and (b) the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to any award will lapse and such unvested awards will be deemed fully vested and any performance conditions imposed with respect to such awards will be deemed to be fully achieved. The completion of this offering will not be a change in control under the Plan.

Definition of Change in Control. For purposes of the Plan, a “change in control” will mean, in summary: (i) a person or entity (other than certain persons or entities related to Fortress or Grove) becomes the beneficial owner of 50% or more of our voting power; (ii) a merger or consolidation of us or any of our subsidiaries, other than a merger or consolidation that results in (A) our voting securities continuing to represent at least 50% of the combined voting power of the surviving entity or its parent and (B) our board of directors immediately prior to the merger or consolidation continuing to represent a majority of the board of directors of the surviving entity or its parent; (iii) an unapproved change in the majority membership of directors our board of directors; or (iv) stockholder approval of a plan of complete liquidation or dissolution of us or the consummation of an agreement for the sale or disposition

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of substantially all of our assets, other than a sale or disposition to an entity, at least 50% of the combined voting power of which is owned by our stockholders in substantially the same proportions as their ownership of shares of our common stock immediately prior to such sale or a sale or disposition to an entity controlled by our board of directors.

Tax Withholding. Each participant will be required to make arrangements satisfactory to the plan administrator regarding payment of the minimum amount of applicable taxes required by law to be withheld with respect to any award granted under the Plan. We have the right, to the extent permitted by law, to deduct any such taxes from any payment of any kind otherwise due to the participant. With the approval of the plan administrator, the participant may satisfy the foregoing requirement by either electing to have us withhold from delivery of shares of common stock, cash or other property, as applicable, or by delivering already owned unrestricted shares of common stock, in each case, having a value not exceeding the applicable taxes to be withheld and applied to the tax obligations. We may also use any other method of obtaining the necessary payment or proceeds, as permitted by law, to satisfy our withholding obligation with respect to any award.

Amendment and Termination of the Plan. The Plan provides our board of directors with authority to amend, alter or terminate the Plan, but no such action may impair the rights of any participant with respect to outstanding awards without the participant’s consent. The plan administrator may amend an award, prospectively or retroactively, but no such amendment may impair the rights of any participant without the participant’s consent. Stockholder approval of any such action will be obtained if required to comply with applicable law.

Plan Term. The Plan will terminate on the tenth anniversary of the effective date of the Plan (although awards granted before that time will remain outstanding in accordance with their terms).

Form S-8

We intend to file with the SEC a registration statement on Form S-8 covering the shares of common stock issuable under the Plan.

New Plan Benefits

The following table sets forth information concerning the shares of restricted stock that we intend to grant to certain nonemployee directors in connection with this offering under the Plan. These shares of restricted stock will generally become vested in three equal annual installments on each of the first three anniversaries of the date of grant, subject to the director’s continued service through the specified vesting date.

The following table also sets forth information concerning grants of RSUs that we intend to make to each of our executive officers, including our NEOs, and to other non-executive officer employees in connection with this offering under the Plan. These RSUs will generally become vested in three equal annual installments on each of the first three anniversaries of the date of grant, subject to the holder’s continued employment through the specified vesting date.

Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan

Name	Dollar Value ($)		Shares Underlying Awards(1)
William A. Jensen		3,000,000		—
Joshua B. Goldstein		700,000		—
Executive Group(2)		5,700,000		—
Non-Executive Director Group(3)		300,000		—
Non-Executive Officer Employee Group(4)		3,300,000		—

(1) The number of shares of restricted stock, or number of shares underlying the RSUs, as applicable, to be granted is not yet determinable and will be equal to the amount in the Dollar Value column divided by the public sale price per share of our common stock in this offering.

(2) Consists of Messrs. Jensen, Goldstein, Ferrera and Mayer.

(3) Consists of Messrs. Armstrong, Clifford, Harris and Jay.

(4) Consists of eleven non-executive officer employees.

While we intend to grant additional awards under the Plan to eligible participants, we have not yet established specific parameters regarding the granting of future awards under the Plan. As such, the benefits or amounts that will be received by or allocated to any participants under the Plan following completion of this offering are not currently determinable.

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United States Federal Income Tax Consequences of Plan Awards

The following is a summary of certain United States federal income tax consequences of awards under the Plan. It does not purport to be a complete description of all applicable rules, and those rules (including those summarized here) are subject to change.

Stock Options. An optionee generally will not recognize taxable income upon the grant of a stock option. Rather, at the time of exercise of the option, the optionee will recognize ordinary income for income tax purposes in an amount equal to the excess, if any, of the fair market value of the shares of common stock purchased over the exercise price. We generally will be entitled to a tax deduction at such time and in the same amount, if any, that the optionee recognizes as ordinary income. The optionee’s tax basis in any shares of common stock received upon exercise of an option will be the fair market value of the shares of common stock on the date of exercise, and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the optionee) depending upon the length of time such shares were held by the optionee.

Stock Appreciation Rights. A participant who is granted a SAR generally will not recognize ordinary income upon receipt of the SAR. Rather, at the time of exercise of such SAR, the participant will recognize ordinary income for income tax purposes in an amount equal to the value of any cash received and the fair market value on the date of exercise of any shares received. We generally will be entitled to a tax deduction at such time and in the same amount, if any, that the participant recognizes as ordinary income. The participant’s tax basis in any shares of common stock received upon exercise of a SAR will be the fair market value of the shares of common stock on the date of exercise, and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the participant) depending upon the length of time such shares were held by the participant.

Restricted Stock. A participant generally will not be taxed upon the grant of restricted stock, but rather will recognize ordinary income in an amount equal to the fair market value of the shares at the time the shares are no longer subject to a “substantial risk of forfeiture” (within the meaning of the Code). We generally will be entitled to a deduction at the time when, and in the amount that, the participant recognizes ordinary income on account of the lapse of the restrictions. A participant’s tax basis in the shares will equal their fair market value at the time the restrictions lapse, and the participant’s holding period for capital gains purposes will begin at that time. Any cash dividends paid on the restricted stock before the restrictions lapse will be taxable to the participant as additional compensation (and not as dividend income). Under Section 83(b) of the Code, a participant may elect to recognize ordinary income at the time the restricted stock is awarded in an amount equal to their fair market value at that time, notwithstanding the fact that such restricted stock is subject to restrictions and a substantial risk of forfeiture. If such an election is made, no additional taxable income will be recognized by such participant at the time the restrictions lapse, the participant will have a tax basis in the shares equal to their fair market value on the date of their award, and the participant’s holding period for capital gains purposes will begin at that time. We generally will be entitled to a tax deduction at the time when, and to the extent that, ordinary income is recognized by such participant.

RSUs. In general, the grant of RSUs will not result in income for the participant or in a tax deduction for us. Upon the settlement of such an award in cash or shares, the participant will recognize ordinary income equal to the aggregate value of the payment received, and we generally will be entitled to a tax deduction in the same amount.

Other Awards. With respect to other awards granted under the Plan, including stock bonuses, other stock-based award and cash awards, generally when the participant receives payment with respect to an award, the amount of cash and/or the fair market value of any shares of common stock or other property received will be ordinary income to the participant, and we generally will be entitled to a tax deduction at the same time and in the same amount.

Section 162(m). At the time when Section 162(m) of the Code becomes applicable to us, annual compensation in excess of $1 million paid to individuals who are “covered employees” will not be deductible by us unless it is “performance-based compensation.” The plan administrator may make awards under the Plan to eligible participants who are covered employees (or to individuals whom the plan administrator believes may become covered employees) that are intended to qualify as performance-based compensation under Section 162(m) of the Code, to the extent it is applicable to us. To qualify, the exercisability and/or payment of such awards will generally be subject to the

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achievement of performance criteria based upon one or more performance goals set forth in the Plan and to certification of such achievement in writing by the compensation committee of our board of directors. The performance criteria will be established in writing by that committee not later than the time period prescribed under Section 162(m) of the Code.

Director Compensation

Intrawest Resorts Holdings, Inc. did not have any directors during fiscal 2013. As a result, no information relating to our fiscal 2013 director compensation has been included in this prospectus.

We have not yet paid any compensation to our directors. Following completion of this offering, we intend to provide compensation to each of our independent directors (Messrs. Armstrong, Clifford, Harris and Jay). Affiliated directors (Messrs. Edens, Jensen and Georgi), however, will not be compensated by us. Each independent director will receive an annual fee of $75,000, payable in semi-annual installments. In addition, an annual fee of $10,000 will be paid to the chairperson of each of the audit committee, the nominating and corporate governance committee and the compensation committee. Payment of fees to our independent directors may be made by issuance of our common stock, based on the value of common stock at the date of grant, rather than in cash, provided that any such issuance does not prevent a director from being independent and the shares are granted pursuant to a stockholder approved plan. All members of the board of directors will be reimbursed for reasonable costs and expenses incurred in attending board of directors or committee meetings. In addition, in connection with this offering, each of our independent directors will be granted a number of restricted shares under the Plan equal in value to $75,000, based on the public sale price per share of our common stock in this offering. These restricted shares will become vested in three equal annual installments on each of the first three anniversaries of the date of grant, provided the director is still serving as of the applicable vesting date.

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Principal and Selling StockholderS

The following table sets forth information regarding the ownership of our common stock. Other than the Initial Stockholders and their direct and indirect equity holders, we are not aware of any person, or group of affiliated persons, who beneficially owns more than five percent of our outstanding common stock. None of our officers and directors beneficially own any shares of our common stock. The percentage of beneficial ownership of our common stock before this offering is based on 41,882,000 shares of common stock issued and outstanding as of January 21, 2014. The percentage of beneficial ownership of our common stock after this offering is based on 45,007,000 shares of common stock issued and outstanding. The table assumes that the underwriters will not exercise their option to purchase additional shares.

Name	Shares Beneficially Owned Prior to the Offering					Shares to be Sold in this Offering		Shares Beneficially Owned After Giving Effect to the Offering
	Number		Percent					Number		Percent
Intrawest Europe Holdings S.à r.l.(1)		41,882,000		100	%		12,500,000		29,382,000		65.3	%

(1) Prior to this offering, Intrawest Europe Holdings S.à r.l. beneficially owns 41,882,000 shares of our common stock. Intrawest Europe Holdings S.à r.l. directly owns 33,505,600 shares of our common stock and Intrawest S.à r.l. directly owns 8,376,400 shares of our common stock. Intrawest Europe Holdings S.à r.l. owns 100% of Intrawest S.à r.l. Intrawest Europe Holdings S.à r.l. is selling 12,500,000 of the shares of our common stock that it directly owns in this offering. Intrawest Europe Holdings S.à r.l. and Intrawest S.à r.l are the “Initial Stockholders”. Intrawest Cayman L.P. owns 100% of Intrawest Holdings S.à r.l., which owns 100% of Intrawest Europe Holdings S.à r.l. Fortress Investment Fund IV (Fund A) L.P., Fortress Investment Fund IV (Fund B) L.P., Fortress Investment Fund IV (Fund C) L.P., Fortress Investment Fund IV (Fund D), L.P., Fortress Investment Fund IV (Fund E) L.P., Fortress Investment Fund IV (Fund F) L.P., Fortress Investment Fund IV (Fund G) L.P., Fortress Investment Fund IV (Coinvestment Fund A) L.P., Fortress Investment Fund IV (Coinvestment Fund B) L.P., Fortress Investment Fund IV (Coinvestment Fund C) L.P., Fortress Investment Fund IV (Coinvestment Fund D), L.P., Fortress Investment Fund IV (Coinvestment Fund F) L.P., Fortress Investment Fund IV (Coinvestment Fund G) L.P., Fortress IW Coinvestment Fund IV (Fund A) L.P., Fortress IW Coinvestment Fund IV (Fund B) L.P., Fortress IW Coinvestment Fund IV (Fund C) L.P., Fortress IW Coinvestment Fund IV (Fund D), L.P., and Fortress IW Coinvestment Fund IV (Fund G) L.P. (collectively, the “Funds”) collectively own 82.1% of the common units and 88.7% of the Class A Preferred Units of Intrawest Cayman L.P. FIG LLC is the investment manager of each of the Funds. Fortress Operating Entity I LP (“FOE I”) is the 100% owner of FIG LLC. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly owned subsidiary of Fortress Investment Group LLC. As of September 30, 2013, Mr. Wesley R. Edens owns 14.33% of Fortress Investment Group LLC (Class A and B shares), and Mr. Randal A. Nardone owns 10.44% of Fortress Investment Group LLC (Class A and B shares). By virtue of their ownership interest in Fortress Investment Group LLC and certain of its affiliates, Mr. Edens and Mr. Nardone may be deemed to own the shares listed as beneficially owned by the Initial Stockholders. Mr. Edens and Mr. Nardone each disclaim beneficial ownership of such shares except to the extent of his pecuniary interest therein. The address of Fortress Investment Group LLC is 1345 Avenue of the Americas, New York, NY 10105. Entities controlled by an affiliate of Grove International Partners LLP (“Grove”) collectively own 17.9% of the common units and 11.3% of the Class A Preferred Units of Intrawest Cayman L.P.

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Certain Relationships and Related Party Transactions

Under SEC rules, a related person is an officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities since the beginning of the last fiscal year or an immediate family member of any of the foregoing. We expect our officers and directors to review, approve and ratify transactions with related parties pursuant to the procedures outlined in a policy on related party transactions, which we will adopt prior to the completion of this offering. When considering potential transactions involving a related party that may require board approval, our officers will notify our board of directors in writing of the proposed transaction, provide a brief background of the transaction and schedule a meeting with the full board of directors to review the matter. At such meetings, our Chief Executive Officer, Chief Financial Officer and other members of management, as appropriate, will provide information to the board of directors regarding the proposed transaction, after which the board of directors and management will discuss the transaction and the implications of engaging a related party as opposed to an unrelated third party. If the board of directors (or specified directors as required by applicable legal requirements) determines that the transaction is in our best interests, it will vote to approve us entering into the transaction with the applicable related party.

Prior to the adoption of the written policy, we did not adopt a formal policy for reviewing existing related party transactions that are required to be disclosed under the SEC rules. Our board will review related party transactions as deemed necessary and advisable by members of our board, on a case by case basis, based on the particular facts and circumstances of each transaction and as required by law.

Stockholders Agreement

General

Prior to the completion of this offering, we will enter into the Stockholders Agreement with the Initial Stockholders.

As discussed further below, the Stockholders Agreement will provide certain rights to Fortress with respect to the designation of directors for nomination and election to our board of directors, as well as registration rights for certain of our securities beneficially owned, directly or indirectly, by the Initial Stockholders and Fortress and their affiliates and permitted transferees.

Our Stockholders Agreement will provide that the parties thereto will use their respective reasonable efforts (including voting or causing to be voted all of our voting shares beneficially owned by each) so that no amendment is made to our restated certificate of incorporation or amended and restated bylaws in effect as of the date of the Stockholders Agreement that would add restrictions to the transferability of our shares by the Initial Stockholders or their permitted transferees which are beyond those provided for in our restated certificate of incorporation, restated bylaws, the Stockholders Agreement or applicable securities laws, or that nullify the rights set out in the Stockholders Agreement of the Initial Stockholders or their permitted transferees unless such amendment is approved by Fortress.

Designation and Election of Directors

Our Stockholders Agreement will provide that, for so long as the Stockholders Agreement is in effect, we, the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress shall take all reasonable actions within our respective control (including voting or causing to be voted all of the securities entitled to vote generally in the election of our directors held of record or beneficially owned by the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress, and, with respect to us, including in the slate of nominees recommended by the board those individuals designated by Fortress) so as to elect to the board, and to cause to continue in office:

• a number of directors equal to a majority of the board of directors, plus one director, shall be individuals designated by Fortress, for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress, directly or indirectly, beneficially own at least 30% of our voting power.

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• a number equal to a majority of the board of directors, minus one director, shall be individuals designated by Fortress, for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress, directly or indirectly, beneficially own less than 30% but at least 20% of our voting power, provided that if the board of directors consists of six or fewer directors, then Fortress shall have the right to designate a number of directors equal to three directors;

• a number of directors (rounded up to the nearest whole number) that would be required to maintain Fortress’ proportional representation on the board of directors shall be individuals designated by Fortress for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress, directly or indirectly, beneficially own less than 20% but at least 10% of our voting power, provided that if the board of directors consists of six or fewer directors, then Fortress shall have the right to designate two directors; and

• a number of directors (rounded up to the nearest whole number) that would be required to maintain Fortress’ proportional representation on the board of directors shall be individuals designated by Fortress for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress, directly or indirectly, beneficially own less than 10% but at least 5% of our voting power, provided that if the board of directors consists of six or fewer directors, then Fortress shall have the right to designate one director.

In addition, the Stockholders Agreement will provide Fortress with the right to designate an additional director to our board of directors when Grove is able to select a director for nomination to our board pursuant to the provisions of the Cayman L.P. Limited Partnership Agreement described in the following paragraph.

Pursuant to the Third Amended and Restated Exempted Limited Partnership Agreement of Cayman L.P. (the “Cayman L.P. Limited Partnership Agreement”), the general partner of Cayman L.P. is required to use commercially reasonable efforts to cause the nomination and election to our board of directors of a director nominee designated by Grove until the earlier of (i) the date on which Grove no longer owns any partnership interests in Cayman L.P. or (ii) the date on which certain indebtedness of Cayman L.P. is repaid in full. We expect that Fortress will use its additional board designation right described in the preceding paragraph to nominate the director selected by Grove to our board of directors.

Indemnification

The Stockholders Agreement will provide that we will indemnify the Initial Stockholders and their officers, directors, employees, agents and affiliates against losses arising out of third-party claims (including litigation matters and other claims) based on, arising out of or resulting from:

• the ownership or the operation of our assets or properties, and the operation or conduct of our business, prior to or following this offering; and

• any other activities we engage in.

In addition, we will agree to indemnify the Initial Stockholders and their officers, directors, employees, agents and affiliates against losses, including liabilities under the Securities Act and the Exchange Act, relating to misstatements in or omissions from the registration statement of which this prospectus forms a part and any other registration statement or report that we file, other than misstatements or omissions made in reliance on information relating to and furnished by the Initial Stockholders for use in the preparation of that registration statement or report.

Registration Rights

Demand Rights. Under our Stockholders Agreement, the Initial Stockholders will have, for so long as the Initial Stockholders directly or indirectly beneficially own, together with Fortress and its affiliates, an amount of our common stock (whether owned at the time of this offering or subsequently acquired) equal to or greater than 1% of our shares of common stock issued and outstanding immediately after the consummation of this offering (a “Registrable Amount”), “demand” registration rights that allow the Initial Stockholders, for themselves and for Fortress and their affiliates and permitted transferees, at any time following the expiration or release of the 180 day lock-up period, to request that we register under the Securities Act an amount equal to or greater than a Registrable Amount. The Initial Stockholders, for themselves and for Fortress and their affiliates and permitted transferees, will be entitled to unlimited demand registrations so long as such persons, together, beneficially own a Registrable Amount. We will

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also not be required to effect any demand registration within one month of a “firm commitment” underwritten offering to which the requestor held “piggyback” rights, described below, and which included at least 50% of the shares of common stock requested by the requestor to be included. We will not be obligated to grant a request for a demand registration within one month of any other demand registration.

Piggyback Rights. For so long as the Initial Stockholders beneficially own, together with Fortress and their affiliates and permitted transferees, an amount of our common stock equal to or greater than 1% of our common stock issued and outstanding immediately after the consummation of this offering, the Initial Stockholders (and Fortress and its affiliates and permitted transferees) will also have “piggyback” registration rights that allow them to include the common stock that they own in any public offering of equity securities initiated by us (other than those public offerings pursuant to registration statements on Forms S-4 or S-8 or pursuant to an employee benefit plan arrangement) or by any of our other stockholders that have registration rights. These “piggyback” registration rights will be subject to proportional cutbacks based on the manner of the offering and the identity of the party initiating such offering.

Shelf Registration. Under our Stockholders Agreement, we will grant to the Initial Stockholders or any of their respective permitted transferees, for so long as the Initial Stockholders, together with Fortress and its affiliates and permitted transferees, beneficially own a Registrable Amount, the right to request a shelf registration on Form S-3 providing for offerings of our common stock to be made on a continuous basis until all shares covered by such registration have been sold, subject to our right to suspend the use of the shelf registration prospectuses for a reasonable period of time (not exceeding 60 days in succession or 90 days in the aggregate in any 12 month period) if we determine that certain disclosures required by the shelf registration statement would be detrimental to us or our stockholders. In addition, the Initial Stockholders, for themselves and for Fortress and their affiliates and permitted transferees, may elect to participate in such shelf registrations within ten days after notice of the registration is given. Pursuant to the Cayman L.P. Limited Partnership Agreement, the general partner of Cayman L.P. is required to use commercially reasonable efforts to cause us to use good faith efforts to have a registration statement on Form S-3 declared effective under the Securities Act after we are eligible to use a registration statement on Form S-3. Accordingly, the Initial Stockholders have informed us that they intend to request that we file a shelf registration statement on Form S-3 with the SEC promptly after we are eligible to do so. The Initial Stockholders have also informed us that the timing of any sales of their shares of our common stock has not been determined.

Indemnification; Expenses; Lock-ups. Under our Stockholders Agreement, we will agree to indemnify the applicable selling stockholder and its officers, directors, employees, managers, members, partners, agents and controlling persons against any losses or damages resulting from any untrue statement or omission of material fact in any registration statement or prospectus pursuant to which it sells shares of our common stock, unless such liability arose from the applicable selling stockholder’s misstatement or omission, and the applicable selling stockholder will agree to indemnify us against all losses caused by its misstatements or omissions. We will pay all registration and offering-related expenses incidental to our performance under the Stockholders Agreement, and the applicable selling stockholder will pay its portion of all underwriting discounts, commissions and transfer taxes, if any, relating to the sale of its shares of common stock under the Stockholders Agreement. We have agreed to enter into, and to cause our officers and directors to enter into, lock-up agreements in connection with any exercise of registration rights by the Initial Stockholders, for themselves and for Fortress and their affiliates and permitted transferees. Pursuant to the Stockholders Agreement, the Initial Stockholders are not obligated to enter into a lock-up agreement in connection with an underwritten offering by the Company.

Tax Services

For a period of up to 12 months following the date of the Stockholders Agreement, we will agree to continue to provide to the Initial Stockholders and their affiliates certain tax, accounting, recordkeeping services in a manner consistent with past practice. The Initial Stockholders will agree to reimburse us for all third-party costs we incur in connection with the provision of these services. The Initial Stockholders may terminate these services (and the obligation to reimburse us for third-party costs) upon not less than 30 days written notice.

Notes Payable to Affiliates

As of September 30, 2013, Cayman L.P. had loans due to affiliates of Fortress, consisting of notes payable to affiliates with a principal balance of approximately $597.5 million and accrued interest of approximately $828.8 million. Pursuant to the applicable loan agreements, Cayman L.P. accrued interest at rates ranging between 15.6% and

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20.0% per annum on the notes payable to affiliates. In connection with the Restructuring, we were released as an obligor with respect to all of the notes payable to affiliates. See “Description of Certain Indebtedness—Notes Payable to Affiliates.”

Abercrombie & Kent Group of Companies, S.A. / Wintergames Travel L.P.

On October 26, 2006, Abercrombie & Kent Group of Companies, S.A. (“A&K”) was transferred to Wintergames Travel L.P. (“Wintergames”), which is controlled by Fortress. As of September 30, 2013, we had a receivable due from A&K with a principal balance of $5.5 million and accrued interest of $0.8 million. Interest accrued monthly at an annually-adjusted rate based on LIBOR plus 1.0%. This debt was repaid in the Restructuring. Additionally, an affiliate of Fortress periodically made contributions to us. In fiscal 2013, we received contributions from an affiliate of Fortress in the amount of approximately $6.7 million. We did not receive any such contributions in the three months ended September 30, 2013 and will not receive any such contributions following the Restructuring.

Whistler Blackcomb Holdings, Inc.

From November 2010 through December 2012, William Jensen, our Chief Executive Officer and Director, was the chief executive officer and a director of Whistler Holdings. During that time, we held a 24% interest in Whistler Holdings. In connection with his agreement to serve as chief executive officer of Whistler Holdings, Mr. Jensen was given a base salary of $250,000 and 20,833 restricted stock units of Whistler Holdings, which were originally subject to vest over a three year period. One third of such restricted stock units vested on January 18, 2012. The value of such restricted stock units at the time of vesting was $74,799 (based on the market price of Whistler Holdings shares and the U.S./Canadian dollar exchange rate on such date). In connection with the sale of our interest in Whistler Holdings in November 2012, the vesting of all of Mr. Jensen’s remaining restricted stock units was accelerated to December 5, 2012. The value of such restricted stock units at the time of vesting was $175,058 (based on the market price of Whistler Holdings shares and the U.S./Canadian dollar exchange rate on such date).

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Description of Certain Indebtedness

Third-Party Long-Term Debt

New Credit Agreement

On December 9, 2013, one of our subsidiaries, Intrawest Operations Group, LLC, as borrower, entered into a Credit Agreement (the “New Credit Agreement”) with a syndicate of lenders, Goldman Sachs Bank USA, as issuing bank, and Goldman Sachs Lending Partners LLC, as administrative agent, providing for a $540.0 million senior secured first-lien term loan facility (the “New Term Loan”), a $25.0 million senior secured first-lien revolving loan facility, which may also be used to obtain letters of credit (the “New Revolver”), and a $55.0 million senior secured first lien letter of credit facility (the “New LC Facility”), with the ability by the borrower to increase the size of the New Term Loan from time to time in an aggregate amount of up to $100.0 million plus an additional amount such that, after giving effect to such additional amount, the Total Secured Debt Leverage Ratio (the ratio of net secured debt to Adjusted EBITDA) is less than or equal to 4.50:1.00. The maturity date for the New Term Loan is December 9, 2020, and the maturity date for the New Revolver and the New LC Facility is December 9, 2018.

The New Credit Agreement contains a mechanism to extend the maturity date of any facility or all facilities at the option of the borrower with the consent of the lenders holding the term loans, revolving loan commitments and LC facility commitments the maturities of which are being extended, subject to the satisfaction of certain conditions. Borrowings under the New Term Loan, the New Revolver and the New LC Facility accrue interest at a per annum rate equal to, at the option of the borrower, the Base Rate (as defined in the New Credit Agreement) plus 3.50% or the Adjusted Eurodollar Rate (as defined in the New Credit Agreement) plus 4.50%, with a 0.25% reduction on the interest rate applied to borrowings under the New Revolver if the Total Secured Debt Leverage Ratio for any four-quarter period drops below 4.50:1.00. Letter of credit fees are payable quarterly in arrears in an amount equal to 4.50% (with a 0.25% reduction on letters of credit issued under the New Revolver if the Total Secured Debt Leverage Ratio for any four-quarter period drops below 4.50:1.00) per annum times the average aggregate daily maximum amount available to be drawn under such letters of credit, plus a fronting fee payable to the issuing bank with respect to such letters of credit equal to 0.25% per annum times the average aggregate daily maximum amount available to be drawn under such letters of credit. Commitment fees are payable quarterly in arrears in an amount equal to (i) with respect to the New Revolver, the average of the daily difference between the commitments under the New Revolver and the aggregate principal amount of (A) all outstanding revolving loans (excluding swing line loans) plus (B) the maximum amount available to be drawn under letters of credit issued under the New Revolver plus the aggregate amount of unreimbursed drawings with respect to letters of credit issued under the New Revolver, times 0.375% per annum and (ii) with respect to the New LC Facility, the average of the daily difference between the commitments under the New LC Facility and the aggregate principal amount of the maximum amount available to be drawn under letters of credit issued under the New LC Facility plus the aggregate amount of unreimbursed drawings with respect to letters of credit issued under the New LC Facility, times 0.375% per annum, provided that if such average daily difference is greater than 15% of the commitments under the New LC Facility, then the commitment fee rate applied to such excess will be 4.50% per annum instead of 0.375% per annum. The New Term Loan is required to be repaid in advance of the maturity date in equal quarterly principal installment amounts of $1.35 million. Prepayments of the New Term Loan are required to be made with certain proceeds of asset sales, insurance claims, condemnation proceedings, debt issuances and excess cash flow, subject to certain exceptions, threshold amounts and reinvestment rights.

The borrower’s obligations under the New Term Loan, the New Revolver and the New LC Facility, along with obligations under hedge agreements entered into with the administrative agent, any lender or any of their respective affiliates, are guaranteed on a senior secured, first-lien basis by Intrawest Operations Group Holdings, LLC, as parent guarantor, as well as each existing and after-acquired or formed wholly owned (other than with respect to equity interests issued to current and former directors, officers and employees) domestic subsidiary of the borrower, other than certain exceptions. The borrower and guarantor obligations under the New Term Loan, the New Revolver and the New LC Facility, along with obligations under hedge agreements entered into with the administrative agent, any lender or any of their respective affiliates, are secured by first-priority liens, subject to permitted liens and certain exclusions, thresholds and exceptions, on substantially all assets of the borrower and the guarantors. The New Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default, in each case, subject to certain exceptions, thresholds, materiality qualifiers and, with respect to events of default, grace periods.

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Prior First Lien Credit Agreeement and Second Lien Credit Agreement

On December 4, 2012, Intrawest Canada, Intrawest Europe Holdings S.à r.l. (“Intrawest Europe”), Intrawest U.S., Wintergames and Steamboat Acquisition LLC (“Steamboat Acquisition”), as borrowers, entered into a First Lien Credit Agreement (the “First Lien Credit Agreement”) with a syndicate of lenders and Goldman Sachs Lending Partners LLC, as administrative agent, providing for a $450.0 million senior secured first lien term loan facility (the “Fiscal Year 2013 First Lien Term Loan”), a $20.0 million senior secured first lien revolving loan facility, which may also be used to obtain letters of credit (the “Fiscal Year 2013 First Lien Revolver”), and a $55.0 million senior secured first lien letter of credit facility (the “Fiscal Year 2013 First Lien LC Facility” and together with the Fiscal Year 2013 First Lien Term Loan and the Fiscal Year 2013 First Lien Revolver, the “Fiscal Year 2013 First Lien Loans”). On December 4, 2012, Intrawest Canada, Intrawest Europe, Intrawest U.S., Wintergames and Steamboat Acquisition, as borrowers, entered into a Second Lien Credit Agreement (the “Second Lien Credit Agreement”) with a syndicate of lenders and Goldman Sachs Lending Partners LLC, as administrative agent, providing for a $125.0 million senior secured second lien term loan facility (the “Fiscal Year 2013 Second Lien Term Loan” and together with the Fiscal Year 2013 First Lien Loans, the “Fiscal Year 2013 Lien Loans”). On December 9, 2013, one of our subsidiaries entered into the New Credit Agreement. See“—New Credit Agreement.” The borrowings under the New Credit Agreement, together with cash on hand and funds contributed to us by an affiliate of Fortress, were used to refinance and replace the borrowings under the First Lien Credit Agreement and the Second Lien Credit Agreement. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”

Notes Payable to Affiliates

On April 27, 2010, Intrawest Europe, as borrower, entered into a third lien credit agreement with certain affiliates of the borrower and SKI ITW Trust LLC, as administrative agent, providing for a secured third lien term loan facility in an initial principal amount of $210.0 million. Amendments to the third lien credit agreement were entered into on December 4, 2012, April 30, 2013 and December 9, 2013. Intrawest Canada, Intrawest Europe, Intrawest U.S., Wintergames and Steamboat Acquisition, as borrowers, are parties with certain affiliates of the borrowers and Ski ITW Trust LLC, as administrative agent, to an amended and restated credit agreement, dated as of February 28, 2007, as amended from time to time, including most recently on December 4, 2012, providing for a term loan facility in an initial principal amount of $300.0 million. On October 23, 2008, Intrawest Europe and Intrawest U.S., as borrowers, and certain affiliates of the borrowers entered into a credit agreement, dated as of October 23, 2008, as amended from time to time, including most recently on December 4, 2012, providing for a term loan facility in an initial principal amount of $100.0 million. In this prospectus, we refer to the indebtedness outstanding under these credit agreements as “notes payable to affiliates.” In connection with the Restructuring, we were released as an obligor with respect to all of the notes payable to affiliates, together with all accrued and unpaid interest thereon. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”

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Description of Capital Stock

The following descriptions are summaries of the material terms of our restated certificate of incorporation and amended and restated bylaws. These descriptions contain all information which we consider to be material, but may not contain all of the information that is important to you. To understand them fully, you should read our restated certificate of incorporation and amended and restated bylaws, copies of which are filed with the SEC as exhibits to the registration statement of which this prospectus is a part.

Please note that, with respect to any of our shares held in book-entry form through The Depository Trust Company or any other share depositary, the depositary or its nominee will be the sole registered and legal owner of those shares, and references in this prospectus to any “stockholder” or “holder” of those shares means only the depositary or its nominee. Persons who hold beneficial interests in our shares through a depositary will not be registered or legal owners of those shares and will not be recognized as such for any purpose. For example, only the depositary or its nominee will be entitled to vote the shares held through it, and any dividends or other distributions to be paid, and any notices to be given, in respect of those shares will be paid or given only to the depositary or its nominee. Owners of beneficial interests in those shares will have to look solely to the depositary with respect to any benefits of share ownership, and any rights they may have with respect to those shares will be governed by the rules of the depositary, which are subject to change from time to time. We have no responsibility for those rules or their application to any interests held through the depositary.

Under our restated certificate of incorporation, our authorized capital stock consists of:

• 2,000,000,000 shares of common stock, par value $0.01 per share; and

• 300,000,000 preferred shares, par value $0.01 per share.

Upon completion of this offering, there will be 45,007,000 shares of common stock outstanding, assuming no exercise of the underwriters’ option to purchase additional shares, and no shares of preferred stock outstanding.

The following is a description of the material terms of our restated certificate of incorporation and amended and restated bylaws. We refer you to our restated certificate of incorporation and amended and restated bylaws, copies of which will be filed with the SEC as exhibits to our registration statement of which this prospectus forms a part.

Common Stock

Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Except as provided with respect to any other class or series of stock, the holders of our common stock will possess the exclusive right to vote for the election of directors and for all other purposes. Our restated certificate of incorporation does not provide for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of common stock can elect all of the directors standing for election, and the holders of the remaining shares are not able to elect any directors.

Subject to any preference rights of holders of any preferred stock that we may issue in the future, holders of our common stock are entitled to receive dividends, if any, declared from time to time by our board of directors out of legally available funds. In the event of our liquidation, dissolution or winding up, the holders of our common stock are entitled to share ratably in all assets remaining after the payment of liabilities, subject to any rights of holders of our preferred stock prior to distribution.

Holders of our common stock have no preemptive, subscription, redemption or conversion rights. Any shares of common stock sold under this prospectus will be validly issued, fully paid and nonassessable upon issuance against full payment of the purchase price for such shares.

Preferred Stock

Our board of directors has the authority, without action by our stockholders, to issue preferred stock and to fix voting powers for each class or series of preferred stock, and to provide that any class or series may be subject to redemption, entitled to receive dividends, entitled to rights upon dissolution, or convertible or exchangeable for shares of any other class or classes of capital stock. The rights with respect to a series or class of preferred stock may be greater than the rights attached to our common stock. It is not possible to state the actual effect of the issuance of any shares of our preferred stock on the rights of holders of our common stock until our board of directors determines the specific rights attached to that preferred stock. The effect of issuing preferred stock could include, among other things, one or more of the following:

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• restricting dividends in respect of our common stock;

• diluting the voting power of our common stock or providing that holders of preferred stock have the right to vote on matters as a class;

• impairing the liquidation rights of our common stock; or

• delaying or preventing a change of control of us.

Stockholders Agreement

For a description of the Stockholders Agreement that we intend to enter into with the Initial Stockholders, see “Certain Relationships and Related Party Transactions—Stockholders Agreement.”

Anti-Takeover Effects of Delaware Law, Our Restated Certificate of Incorporation and Our Amended and Restated Bylaws

The following is a summary of certain provisions of Delaware law, our restated certificate of incorporation and our restated bylaws that may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.

Authorized but Unissued Shares

The authorized but unissued shares of our common stock and our preferred stock will be available for future issuance without obtaining stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of our common stock and preferred stock could render more difficult or discourage an attempt to obtain control over us by means of a proxy contest, tender offer, merger or otherwise.

Delaware Business Combination Statute

We are organized under Delaware law. Some provisions of Delaware law may delay or prevent a transaction that would cause a change in our control.

Our restated certificate of incorporation provides that Section 203 of the Delaware General Corporation Law, as amended (the “DGCL”), an anti-takeover law, will not apply to us. However, our restated certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

• prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

• upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

• at or subsequent to that time, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders and not by written consent by the affirmative vote of holders at least 66 2/3 % of the outstanding voting stock that is not owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock.

Under certain circumstances, the provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested in acquiring our company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business

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combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

Our restated certificate of incorporation provides that Fortress and certain of its affiliates, and any group as to which such persons are a party or any transferee of any such person or group of persons, will not constitute “interested stockholders” for purposes of this provision.

Other Provisions of Our Restated Certificate of Incorporation and Amended and Restated Bylaws

Our restated certificate of incorporation provides for a staggered board of directors consisting of three classes of directors. Directors of each class are chosen for three-year terms upon the expiration of their current terms and each year one class of our directors will be elected by our stockholders. The terms of the first, second and third classes will expire in 2014, 2015 and 2016, respectively. We believe that classification of our board of directors will help to assure the continuity and stability of our business strategies and policies as determined by our board of directors. Additionally, there is no cumulative voting in the election of directors. This classified board provision could have the effect of making the replacement of incumbent directors more time consuming and difficult. At least two annual meetings of stockholders, instead of one, will generally be required to effect a change in a majority of our board of directors. Thus, the classified board provision could increase the likelihood that incumbent directors will retain their positions. The staggered terms of directors may delay, defer or prevent a tender offer or an attempt to change control of us, even though a tender offer or change in control might be believed by our stockholders to be in their best interest. In addition, our restated certificate of incorporation and amended and restated bylaws provide that directors may be removed only for cause and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote; provided, however, that for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress beneficially own, directly or indirectly, at least 30% of our issued and outstanding common stock, directors may be removed with or without cause with the affirmative vote of a majority of the voting interest of stockholders entitled to vote. Pursuant to our restated certificate of incorporation, shares of our preferred stock may be issued from time to time, and the board of directors is authorized to determine and alter all rights, preferences, privileges, qualifications, limitations and restrictions without limitation. See “—Preferred Stock.”

Ability of our Stockholders to Act

Our restated certificate of incorporation and amended and restated bylaws do not permit our stockholders to call special stockholders meetings; provided, however, that for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress beneficially own, directly or indirectly, at least 20% of our issued and outstanding common stock, any stockholders that collectively beneficially own at least 20% of our issued and outstanding common stock may call special meetings of our stockholders. Written notice of any special meeting so called shall be given to each stockholder of record entitled to vote at such meeting not less than 10 or more than 60 days before the date of such meeting, unless otherwise required by law.

Under our restated certificate of incorporation and amended and restated bylaws, any action required or permitted to be taken at a meeting of our stockholders may be taken without a meeting by written consent of a majority of our stockholders for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress beneficially own, directly or indirectly, at least 20% of our issued and outstanding common stock. After Fortress and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, less than 20% of our issued and outstanding stock (including Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholders), only action by unanimous written consent of our stockholders can be taken without a meeting.

Our amended and restated bylaws provide that nominations of persons for election to our board of directors may be made at any annual meeting of our stockholders, or at any special meeting of our stockholders called for the purpose of electing directors, (a) by or at the direction of our board of directors or (b) by any of our stockholders. In addition to any other applicable requirements, for a nomination to be properly brought by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Company. To be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices (a) in the case of an annual meeting of stockholders, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual

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meeting is called for a date that is not within 30 days before or after such anniversary date, notice by a stockholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of our stockholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

Our amended and restated bylaws provide that no business may be transacted at any annual meeting of our stockholders, other than business that is either (a) specified in the notice of meeting given by or at the direction of our board of directors, (b) otherwise properly brought before the annual meeting by or at the direction of our board of directors or (c) otherwise properly brought by any of our stockholders. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to our Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by a stockholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.

Forum Selection Clause

Unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or (iv) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. In the event that the Court of Chancery lacks jurisdiction over any such action or proceeding, our restated certificate of incorporation provides that the sole and exclusive forum for such action or proceeding will be another state or federal court located within the State of Delaware. Our restated certificate of incorporation further provides that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and consented to the forum selection clause.

Limitations on Liability and Indemnification of Directors and Officers

Our restated certificate of incorporation provides that our directors will not be personally liable to us or our stockholders for monetary damages for breach of a fiduciary duty as a director, except for the following (to the extent such exemption is not permitted under the DGCL, as amended from time to time):

• any breach of the director’s duty of loyalty to us or our stockholders;

• intentional misconduct or a knowing violation of law;

• liability under Delaware corporate law for an unlawful payment of dividends or an unlawful stock purchase or redemption of stock; or

• any transaction from which the director derives an improper personal benefit.

Our restated certificate of incorporation and amended and restated bylaws provide that we must indemnify our directors and officers to the fullest extent permitted by law. We are also expressly authorized to advance certain expenses (including attorneys’ fees and disbursements and court costs) to our directors and officers and carry directors’ and officers’ insurance providing indemnification for our directors and officers for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.

Prior to the completion of this offering, we intend to enter into separate indemnification agreements with each of our directors and executive officers. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law and our restated certificate of incorporation against (i) any and

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all expenses and liabilities, including judgments, fines, penalties and amounts paid in settlement of any claim with our approval and counsel fees and disbursements, (ii) any liability pursuant to a loan guarantee, or otherwise, for any of our indebtedness and (iii) any liabilities incurred as a result of acting on our behalf (as a fiduciary or otherwise) in connection with an employee benefit plan. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our restated certificate of incorporation. These provisions and agreements may have the practical effect in some cases of eliminating our stockholders’ ability to collect monetary damages from our directors and executive officers.

Corporate Opportunity

Under our restated certificate of incorporation, to the extent permitted by law:

• Fortress and its affiliates, including the Initial Stockholders, have the right to, and have no duty to abstain from exercising such right to, engage or invest in the same or similar business as us, do business with any of our customers or vendors or employ or otherwise engage any of our officers, directors or employees;

• if Fortress or its affiliates, including the Initial Stockholders, or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty to offer such corporate opportunity to us, our stockholders or affiliates;

• we have renounced any interest or expectancy in, or in being offered an opportunity to participate in, such corporate opportunities;

• in the event that any of our directors and officers who is also a director, officer or employee of any of Fortress or its affiliates, including the Initial Stockholders, acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as our director or officer and such person acted in good faith, then such person is deemed to have fully satisfied such person’s fiduciary duty and is not liable to us if any of Fortress or its affiliates, including the Initial Stockholders, pursues or acquires such corporate opportunity or if such person did not present the corporate opportunity to us; and

• any person or entity purchasing or otherwise acquiring any interest in shares of our common stock is deemed to have notice of and consented to the foregoing provisions.

Transfer Agent

The registrar and transfer agent for our common stock is American Stock Transfer & Trust Company, LLC.

Listing

We have applied to list our shares of common stock on the NYSE under the symbol “SNOW.”

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Shares Eligible for Future Sale

Prior to this offering, there has been no public market for our common stock, and we cannot predict the effect, if any, that sales of shares or availability of any shares for sale will have on the market price of our common stock prevailing from time to time. Sales of substantial amounts of common stock (including shares issued on the exercise of options, warrants or convertible securities, if any) or the perception that such sales could occur, could adversely affect the market price of our common stock and our ability to raise additional capital through a future sale of securities.

Upon completion of this offering, we will have 45,007,000 shares of common stock issued and outstanding. All of the shares of our common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act unless such shares are purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act. Upon completion of this offering, approximately 65.3% of our outstanding common stock will be beneficially owned by the Initial Stockholders. These shares will be “restricted securities” as that phrase is defined in Rule 144. Subject to certain contractual restrictions, including the lock-up agreements described below, holders of restricted shares will be entitled to sell those shares in the public market if they qualify for an exemption from registration under Rule 144 or any other applicable exemption under the Securities Act. Subject to the lock-up agreements described below and the provisions of Rules 144 and 701, additional shares will be available for sale as set forth below.

Lock-Up Agreements

We, all of our directors and executive officers and the Initial Stockholders have agreed that, subject to certain exceptions, for 180 days after the date of this prospectus, without the prior written consent of Goldman, Sachs & Co., we and they will not directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of our common stock (including, without limitation, shares of our common stock that may be deemed to be beneficially owned by us or them in accordance with the rules and regulations of the SEC and shares of common stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for our common stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock or (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of our common stock or securities convertible, exercisable or exchangeable into our common stock or any of our other securities.

Goldman, Sachs & Co., in its sole discretion, may release our common stock and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice. When determining whether or not to release our common stock and other securities from the lock-up agreements, Goldman, Sachs & Co. will consider, among other factors, the holder’s reasons for requesting the release, the number of shares of our common stock and other securities for which the release is being requested and market conditions at the time.

Rule 144

In general, under Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our common stock or the average weekly trading volume of our common stock reported through the NYSE during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

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Rule 701

In general, under Rule 701 of the Securities Act, most of our employees, consultants or advisors who purchased shares from us in connection with a qualified compensatory stock plan or other written agreement are eligible to resell those shares 90 days after the date of this prospectus in reliance on Rule 144, but without compliance with the holding period or certain other restrictions contained in Rule 144.

Registration Rights

Pursuant to the Stockholders Agreement, the Initial Stockholders and certain of their affiliates and permitted third party transferees will have the right, in certain circumstances, to require us to register their shares of our common stock under the Securities Act for sale into the public markets at any time following the expiration or release of the 180-day lock-up period described above. The Initial Stockholders and certain of their affiliates and permitted third party transferees will also be entitled to piggyback registration rights with respect to future registration statements that we file for an underwritten public offering of our securities. Upon the effectiveness of such a registration statement, all shares covered by the registration statement will be freely transferable. If these rights are exercised and the Initial Stockholders sell a large number of shares of common stock, the market price of our common stock could decline. The Initial Stockholders have informed us that they intend to request that we file a shelf registration statement on Form S-3 with the SEC promptly after we become eligible to do so. See “Certain Relationships and Related Party Transactions—Stockholders Agreement” for a more detailed description of these registration rights.

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United States Federal Income Tax Consequences to Non-U.S. Holders

The following is a summary of the U.S. federal income tax considerations generally applicable to non-U.S. holders (as defined below) of the purchase, ownership and disposition of our common stock. The following summary is based on current provisions of the Code, Treasury regulations and judicial and administrative authority, all of which are subject to change or differing interpretation, possibly with retroactive effect. State, local, estate and foreign tax consequences are not summarized, nor are tax consequences to special classes of investors including, but not limited to, certain former citizens and former long-term residents of the United States, a “controlled foreign corporation,” a “passive foreign investment company,” a corporation that accumulates earnings to avoid U.S. federal income tax, a partnership or other “pass through” entity or an investor in any such entity, a tax-exempt organization, a bank or other financial institution, a broker, dealer or trader in securities, commodities or currencies, a person holding our common stock as part of a hedging, conversion, straddle, constructive sale or other risk reduction transaction or an insurance company. Tax consequences may vary depending upon the particular status of an investor. The summary is limited to non-U.S. holders who purchase our common stock for cash and will hold our common stock as “capital assets” (generally, property held for investment). Each potential investor should consult its tax advisor as to the U.S. federal, state, local, foreign and any other tax consequences of the purchase, ownership and disposition of our common stock.

For purposes of this summary, a “non-U.S. holder” means a beneficial owner of our common stock (other than a partnership or other pass-through entity) that is not a citizen or individual resident of the United States, a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized in the United States or under the laws of the United States, any state thereof or the District of Columbia, an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) the trust has a valid election in effect to be treated as a U.S. person.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are treated as a partner in a partnership holding our common stock, you should consult your tax advisor as to the particular U.S. federal income tax consequences applicable to you.

Distributions

Distributions with respect to our common stock will be treated as dividends to the extent paid from our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated first as a return of capital to the extent of a holder’s adjusted tax basis in our common stock and thereafter as capital gain from the sale or exchange of such common stock, subject to the tax treatment described below in “—Dispositions.”

Generally, distributions treated as dividends paid to a non-U.S. holder with respect to our common stock will be subject to a 30% U.S. withholding tax, or such lower rate as may be specified by an applicable income tax treaty. Distributions treated as dividends that are effectively connected with such non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable tax treaty, are attributable to a U.S. permanent establishment of such non-U.S. holder) are generally subject to U.S. federal income tax on a net income basis and are exempt from the 30% withholding tax (assuming compliance with certain certification requirements). Any such effectively connected distributions received by a non-U.S. holder that is a corporation may also, under certain circumstances, be subject to an additional “branch profits tax” at a rate of 30% (or lower applicable treaty rate).

To claim the benefit of an applicable tax treaty or an exemption from withholding because the income is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, a non-U.S. holder generally will be required to provide a properly executed IRS Form W-8BEN (if the holder is claiming the benefits of an income tax treaty) or Form W-8ECI (for income effectively connected with a trade or business in the United States) or other suitable form. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under a relevant tax treaty.

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Dispositions

A non-U.S. holder generally will not be subject to U.S. federal income or withholding tax with respect to gain realized on the sale, exchange or other disposition of our common stock unless (i) the gain is effectively connected with such non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable tax treaty, is attributable to a U.S. permanent establishment of such non-U.S. holder), (ii) in the case of a non-U.S. holder that is a non-resident alien individual, such non-U.S. holder is present in the United States for 183 or more days in the taxable year of disposition and certain other requirements are met, or (iii) we are or have been a “United States real property holding corporation” at any time within the shorter of the five-year period ending on the date of such sale, exchange, or other taxable disposition or the period that such non-U.S. holder held our common stock and (as long as our common stock is regularly traded on an established securities market at any time during the calendar year in which the sale, exchange or other disposition occurs) such non-U.S. holder owns or owned (actually or constructively) more than five percent of our common stock at any time during the shorter of the two periods mentioned above. Generally, a corporation is a United States real property holding corporation if the fair market value of its United States real property interests, as defined in the Code and applicable regulations, equals or exceeds 50% of the aggregate fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We have not made a determination as to whether we are currently a United States real property holding corporation, and no assurance can be given that we are not, or that we will not become, a United States real property holding corporation. Non-U.S. holders should consult their tax advisors concerning our status as a United States real property corporation and the tax considerations relevant to an investment in a United States real property corporation.

If gain or loss is effectively connected with a non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable tax treaty, is attributable to a U.S. permanent establishment of such non-U.S. holder) or, if we are or become a United States real property holding corporation and a non-U.S. holder owns or owned more than five percent of our common stock during the shorter of the two periods mentioned above, any gain or loss that is realized on the disposition of our common stock by such a non-U.S. holder will be recognized in an amount equal to the difference between the amount of cash and the fair market value of any other property received for the common stock and the non-U.S. holder’s basis in the common stock. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the common stock has been held for more than one year. In the case of a non-U.S. holder that is a foreign corporation, such gain may also be subject to an additional branch profits tax at a rate of 30% (or a lower applicable treaty rate). If a non-U.S. holder is an individual that is present in the United States for 183 or more days in the taxable year of disposition and certain other requirements are met, the non-U.S. holder generally will be subject to a flat income tax at a rate of 30% (or lower applicable treaty rate) on any capital gain recognized on the disposition of our common stock, which may be offset by certain U.S. source capital losses.

Foreign Account Tax Compliance Act

Legislation enacted in 2010 and existing guidance issued thereunder will require, after June 30, 2014, withholding at a rate of 30% on dividends in respect of, and, after December 31, 2016, gross proceeds from the sale of, our common stock held by or through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with the Treasury to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution to the extent such interests or accounts are held by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury regulations or other guidance, may modify these requirements. Accordingly, the entity through which our common stock is held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and gross proceeds from the sale of, our common stock held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exemptions will be subject to withholding at a rate of 30%, unless such entity either (i) certifies to us that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which we will in turn provide to the Internal Revenue Service. We will not pay any additional amounts to stockholders in respect of any amounts withheld. Stockholders are encouraged to consult their tax advisors regarding the possible implications of the legislation on their investment in our common stock.

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Underwriting

Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us, the selling stockholder and the underwriters, we and the selling stockholder have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us and the selling stockholder, the number of shares of common stock set forth opposite its name below.

Underwriter	Number of Shares
Goldman, Sachs & Co.
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
JMP Securities LLC
KeyBanc Capital Markets Inc.
Stephens Inc.
Total		15,625,000

The underwriting agreement provides that the underwriters’ obligation to purchase shares of common stock depends on the satisfaction of the conditions contained in the underwriting agreement including:

• the obligation to purchase all of the shares of common stock offered hereby (other than those shares of common stock covered by their option to purchase additional shares as described below), if any of the shares are purchased;

• that the representations and warranties made by us and the selling stockholder to the underwriters are true;

• that there is no material change in our business or the financial markets; and

• that we deliver customary closing documents to the underwriters.

We and the selling stockholder have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

There is no established trading market for shares of our common stock and a liquid trading market may not develop. It is also possible that the shares will not trade at or above the initial offering price following the offering.

The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority.

Although the selling stockholder acquired beneficial ownership of our common stock in the ordinary course of business in connection with our formation and the Restructuring and at such time the selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the common stock, the selling stockholder may be deemed a statutory underwriter.

Commissions and Discounts

The representatives have advised us and the selling stockholder that the underwriters propose initially to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $      per share. The underwriters may allow, and the dealers may reallow, a discount not in excess of $      per share to other dealers. After the initial offering, the public offering price, concession or any other term of the offering may be changed. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

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The following table shows the underwriting discounts and expenses we and the selling stockholder will pay to the underwriters. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional shares.

	Without Option		With Option
	Per Share	Total	Per Share	Total
Public offering price	$	$	$	$
Underwriting discount	$	$	$	$
Proceeds to us before expenses	$	$	$	$
Proceeds to the selling stockholder before expenses	$	$	$	$

The expenses of the offering, not including the underwriting discount, are estimated at $3.1 million and are payable by us. We have agreed to reimburse the underwriters for expenses relating to the clearance of the offering with the Financial Industry Regulatory Authority in an amount of up to $35,000.

The Option to Purchase Additional Shares

The selling stockholder has granted an option to the underwriters to purchase up to 2,343,750 additional shares at the public offering price, less underwriting discount. The underwriters may exercise this option for 30 days from the date of this prospectus. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.

Lock-Up Agreements

We, all of our directors and executive officers and the Initial Stockholders have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of our or their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman, Sachs & Co. Specifically, we and these other persons have agreed not to offer, sell, contract to sell, pledge (other than pledges by the Initial Stockholders existing on the date of the underwriting agreement), grant any option to purchase, make any short sale or otherwise dispose of any common stock, or any options or warrants to purchase any common stock, or any securities convertible into, exchangeable for or that represent the right to receive common stock owned directly by us or these other persons or with respect to which we or such other persons have beneficial ownership. These restrictions expressly preclude hedging or other transactions designed to, or which reasonably could be expected to, lead to or result in a sale or disposition of our or such other persons’ common stock. The prohibited transactions include any short sale or any purchase, sale or grant of rights (including any put or call option) with respect to any of our or such other persons’ common stock or any securities that include, relate to, or derive any significant part of their value from such common stock. We have also agreed, during this restricted period, not to file any registration statement (other than on Form S-8) relating to any securities that are substantially similar to our common stock.

With respect to us, the restrictions described in the paragraph above do not apply to the shares of common stock sold in this offering or issued pursuant to existing employee stock plans, or to the issuance, in an amount not exceeding 10% of our common stock outstanding following this offering, of shares of common stock in a private placement in connection with a strategic partnership, joint venture, merger or acquisition of any business or assets of a third party, provided that the recipient of shares issued in any such private placement will be required to agree to the restrictions described in the paragraph above for the remainder of the restricted period. With respect to our directors, executive officers and the Initial Stockholders, the restrictions described above do not apply to transfers of common stock (1) as a bona fide gift, (2) to any trust for the benefit of such person’s immediate family, (3) to funds managed by an affiliate of Fortress, (4) to an affiliate of such person or to an entity controlled or managed by such person or its affiliates, (5) as a distribution to limited partners, members, stockholders or equity holders of such person, or (6) in the case of the Initial Stockholders, pursuant to pledges existing on the date of this prospectus, provided that, in each case (1) through (6), the donee, trustee, distributee or transferee, as applicable, will be subject to the restrictions described in the paragraph above for the remainder of the restricted period.

Goldman, Sachs & Co., in its sole discretion, may release our common stock and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice. When determining

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whether or not to release our common stock and other securities from the lock-up agreements, Goldman, Sachs & Co. will consider, among other factors, the holder’s reasons for requesting the release, the number of shares of our common stock and other securities for which the release is being requested and market conditions at the time.

Listing

We have applied to list our shares of common stock on the NYSE under the symbol “SNOW.” In order to meet the requirements for listing on that exchange, the underwriters have undertaken to sell a minimum number of shares to a minimum number of beneficial owners as required by that exchange.

Determination of Offering Price

Before this offering, there has been no public market for our common stock. The initial public offering price will be determined through negotiations among us, the selling stockholder and the representatives of the underwriters. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are:

• the valuation multiples of publicly traded companies that the representatives believe to be comparable to us;

• our financial information;

• the history of, and the prospects for, our company and the industry in which we compete;

• an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues;

• the present state of our development; and

• the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our common stock. However, the representatives may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price.

In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option to purchase additional shares. “Naked” short sales are sales in excess of the option to purchase additional shares. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. The underwriters may conduct these transactions on the NYSE, in the over-the-counter market or otherwise.

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Neither we, the selling stockholder nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we, the selling stockholder nor any of the underwriters makes any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Electronic Distribution

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing market making and brokerage activities. Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. In particular, affiliates of each of Deutsche Bank Securities Inc., Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are lenders under our New Credit Facility and also act in administrative capacities thereunder.

The underwriters and their respective affiliates have received, or may in the future receive, customary fees and commissions for the foregoing transactions. In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), no offer of shares may be made to the public in that Relevant Member State other than:

A. to any legal entity which is a qualified investor as defined in the Prospectus Directive;

B. to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or

C. in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall require us or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State (other than a Relevant Member State where there is a Permitted Public Offer) who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that (A) it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive, and (B) in the case of any shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the shares acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to,

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persons in any Relevant Member State other than “qualified investors” as defined in the Prospectus Directive, or in circumstances in which the prior consent of the has been given to the offer or resale. In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of has been obtained to each such proposed offer or resale.

The selling stockholder, the representatives and their affiliates and we will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

This prospectus has been prepared on the basis that any offer of shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Relevant Member State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Initial Stockholders, any of the underwriters or us to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company, the selling stockholder nor the underwriters have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the Company, the selling stockholder or the underwriters to publish a prospectus for such offer.

For the purpose of the above provisions, the expression “an offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Notice to Prospective Investors in the United Kingdom

In the United Kingdom, this prospectus is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This prospectus must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this prospectus relates is only available to, and will be engaged in with, relevant persons.

Notice to Prospective Investors in Switzerland

Our shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this prospectus nor any other offering or marketing material relating to the offering, us, the selling stockholder or the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

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Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an exempt offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. This prospectus is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with exempt offers. The Dubai Financial Services Authority has not approved this prospectus nor taken steps to verify the information set out in it, and has no responsibility for it. The shares which are the subject of the offering contemplated by this prospectus may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this document you should consult an authorized financial adviser.

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Notice to Prospective Investors in Japan

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the “Financial Instruments and Exchange Law”), and each underwriter has agreed that it will not offer or sell any shares, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”) in relation to the offering. This prospectus

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does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of our shares of common stock may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

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Legal Matters

Skadden, Arps, Slate, Meagher & Flom LLP is representing us in connection with this offering. The underwriters are being represented by Davis Polk & Wardwell LLP.

Experts

The balance sheet of Intrawest Resorts Holdings, Inc. as of September 24, 2013 has been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements and financial statement schedule of Intrawest Cayman L.P. and subsidiaries as of June 30, 2012 and 2013, and for each of the years in the two-year period ended June 30, 2013, have been included herein in reliance upon the report of KPMG LLP (United States), independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated statements of operations, comprehensive loss, partners’ deficit, and cash flows and financial statement schedule of Intrawest Cayman L.P. for the year ended June 30, 2011 have been included herein in reliance upon the report of KPMG LLP (Canada), independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

Market and Industry Data and Forecasts

Certain market and industry data included in this prospectus has been obtained from third party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications, government publications and third party forecasts in conjunction with our assumptions about our markets. We have not independently verified such third party information. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Forward-Looking Statements” and “Risk Factors” in this prospectus.

Where You Can Find More Information

We have filed a registration statement, of which this prospectus is a part, on Form S-1 with the SEC relating to this offering. This prospectus does not contain all of the information in the registration statement and the exhibits included with the registration statement. References in this prospectus to any of our contracts, agreements or other documents are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contracts, agreements or documents. You may read and copy the registration statement, the related exhibits and other material we file with the SEC at the SEC’s public reference room in Washington, D.C. at 100 F Street, Room 1580, N.E., Washington, D.C. 20549. You can also request copies of those documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. The SEC also maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file with the SEC. The website address is www.sec.gov.

Upon the effectiveness of the registration statement, we will be subject to the informational requirements of the Exchange Act, and, in accordance, with the Exchange Act, will file reports, proxy and information statements and other information with the SEC. Such annual, quarterly and special reports, proxy and information statements and other information can be inspected and copied at the locations set forth above. We intend to make this information available on the investor relations section of our website, www.intrawest.com. Information on, or accessible through, our website is not part of this prospectus.

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INDEX TO FINANCIAL STATEMENTS

Intrawest Resorts Holdings, Inc.
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet as of September 24, 2013	F-3
Notes to Balance Sheet	F-4
Intrawest Resorts Holdings, Inc.
Unaudited Condensed Balance Sheets:
Condensed Balance Sheets as of September 24, 2013 and September 30, 2013	F-5
Notes to Condensed Balance Sheets	F-6
Intrawest Cayman L.P.
Reports of Independent Registered Public Accounting Firms	F-7
Consolidated Financial Statements:
Consolidated Balance Sheets as of June 30, 2012 and 2013	F-9
Consolidated Statements of Operations for the years ended June 30, 2011, 2012 and 2013	F-10
Consolidated Statements of Comprehensive Loss for the years ended June 30, 2011, 2012 and 2013	F-11
Consolidated Statements of Partners’ Deficit for the years ended June 30, 2011, 2012 and 2013	F-12
Consolidated Statements of Cash Flows for the years ended June 30, 2011, 2012 and 2013	F-13
Notes to Consolidated Financial Statements	F-14
Financial Statement Schedule:
Schedule II Valuation and Qualifying Accounts and Reserves	F-47
Intrawest Cayman L.P.
Unaudited Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of June 30, 2013 and September 30, 2013	F-48
Condensed Consolidated Statements of Operations for the three months ended September 30, 2012 and September 30, 2013	F-49
Condensed Consolidated Statements of Comprehensive Loss for the three months ended September 30, 2012 and September 30, 2013	F-50
Condensed Consolidated Statements of Partners’ Deficit for the three months ended September 30, 2012 and September 30, 2013	F-51
Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2012 and September 30, 2013	F-52
Notes to Condensed Consolidated Financial Statements	F-53

F-1

Report of Independent Registered Public Accounting Firm

The Stockholders
Intrawest Resorts Holdings, Inc.:

We have audited the accompanying balance sheet of Intrawest Resorts Holdings, Inc. (the Company) as of September 24, 2013. This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all material respects, the financial position of Intrawest Resorts Holdings, Inc. as of September 24, 2013, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Denver, Colorado
September 30, 2013, except for Notes 4(a)
 and 4(b) as to which the date is
 December 9, 2013, and Note 4(c), as to
 which the date is January 21, 2014

F-2

Intrawest Resorts Holdings, Inc.
Balance Sheet

	September 24, 2013
ASSETS
Cash and cash equivalents	$	100
Total assets	$	100
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total liabilities	$	—
Stockholders’ equity:
Common stock: $0.01 par value, 97.4 shares authorized; 97.4 shares issued and outstanding		1
Additional paid-in capital		99
Total stockholders’ equity		100
Total liabilities and stockholders’ equity	$	100

See accompanying notes to balance sheet.

F-3

Intrawest Resorts Holdings, Inc.
Notes to Balance Sheet
September 24, 2013

1. Organization

Intrawest Resorts Holdings, Inc. (the “Company”) was incorporated in Delaware on August 30, 2013. The Company has nominal assets, no liabilities, and has conducted no operations. It is intended that Intrawest Cayman L.P. will cause its indirect subsidiaries to contribute 100% of the equity interests in both Intrawest U.S. Holdings Inc. and Intrawest ULC, to the Company. Through this restructuring, the Company will become an indirect subsidiary of Intrawest Cayman L.P.

2. Summary of Significant Accounting Policies

Basis of Presentation

The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Separate statements of income, changes in stockholders’ equity, and cash flows have not been presented in the financial statements because there have been no activities of this entity.

3. Stockholders’ Equity

The Company is authorized to issue one class of stock designated as “Common Stock”. The total number of shares which the Company is authorized to issue is 100 shares, of which 100 shares shall be Common Stock, each having a par value $0.01 per share. On September 24, 2013, the Company issued 100 shares of Common Stock in exchange for $100. Under the Company’s certificate of incorporation in effect as of August 30, 2013, all shares of Common Stock are identical.

4. Subsequent Events

(a) On December 9, 2013, through a series of restructuring transactions, Intrawest Cayman L.P. caused its indirect subsidiaries to contribute 100% of the equity interests in both Intrawest U.S. Holdings Inc. and Intrawest ULC to the Company. In connection with these restructuring transactions, the Company authorized and issued an aggregate of 42,999,900 shares of common stock.

(b) On December 9, 2013, subsidiaries of the Company entered into a new credit agreement with a syndicate of lenders, Goldman Sachs Bank USA, as issuing bank, and Goldman Sachs Lending Partner LLC, as administrative agent, providing for a $540 million term loan facility, $25 million revolving line of credit, and a $55 million letter of credit.

(c) On January 21, 2014, a 0.974-for-1 reverse stock split with no change in par value was affected.

F-4

Intrawest Resorts Holdings, Inc.
Condensed Balance Sheet
(Unaudited)

	September 24, 2013		September 30, 2013
ASSETS
Cash and cash equivalents	$	100		100
Total assets	$	100	$	100
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total liabilities	$	—	$	—
Stockholders’ equity:
Common stock: $0.01 par value, 97.4 shares authorized; 97.4 shares issued and outstanding at September 24 and September 30, 2013		1		1
Additional paid-in capital		99		99
Total stockholders’ equity		100		100
Total liabilities and stockholders’ equity	$	100	$	100

F-5

Intrawest Resorts Holdings, Inc.
Notes to Balance Sheets
September 24, 2013 and September 30, 2013
(Unaudited)

1. Organization

Intrawest Resorts Holdings, Inc. (the “Company”) was incorporated in Delaware on August 30, 2013. The Company has nominal assets, no liabilities, and has conducted no operations. It is intended that Intrawest Cayman L.P. will cause its indirect subsidiaries to contribute 100% of the equity interests in both Intrawest U.S. Holdings Inc. and Intrawest ULC, to the Company. Through this restructuring, the Company will become an indirect subsidiary of Intrawest Cayman L.P.

2. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed balance sheets have been prepared on the same basis as the audited balance sheet contained herein. Separate statements of income, changes in stockholders’ equity, and cash flows have not been presented in the financial statements because there have been no activities of this entity. No significant events occurred between September 24, 2013 and September 30, 2013.

3. Stockholders’ Equity

The Company is authorized to issue one class of stock designated as “Common Stock”. The total number of shares which the Company is authorized to issue is 100 shares, of which 100 shares shall be Common Stock, each having a par value $0.01 per share. On September 24, 2013, the Company issued 100 shares of Common Stock in exchange for $100. Under the Company’s certificate of incorporation in effect as of August 30, 2013, all shares of Common Stock are identical.

4. Subsequent Events

(a) On December 9, 2013, through a series of restructuring transactions, Intrawest Cayman L.P. caused its indirect subsidiaries to contribute 100% of the equity interests in both Intrawest U.S. Holdings Inc. and Intrawest ULC to the Company. In connection with these restructuring transactions, the Company authorized and issued an aggregate of 42,999,900 shares of common stock.

(b) On December 9, 2013, subsidiaries of the Company entered into a new credit agreement with a syndicate of lenders, Goldman Sachs Bank USA, as issuing bank, and Goldman Sachs Lending Partner LLC, as administrative agent, providing for a $540 million term loan facility, $25 million revolving line of credit, and a $55 million letter of credit.

(c) On January 21, 2014, a 0.974-for-1 reverse stock split with no change in par value was affected.

 

F-6

Report of Independent Registered Public Accounting Firm

The Partners
Intrawest Cayman L.P.:

We have audited the accompanying consolidated balance sheets of Intrawest Cayman L.P. and subsidiaries (the Partnership) as of June 30, 2012 and 2013, and the related consolidated statements of operations, comprehensive loss, partners’ deficit, and cash flows for each of the years in the two-year period ended June 30, 2013. These consolidated financial statements and financial statement schedule, Schedule II Valuation and Qualifying Accounts and Reserves, are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Intrawest Cayman L.P. and subsidiaries as of June 30, 2012 and 2013, and the results of their operations and their cash flows for each of the years in the two-year period ended June 30, 2013, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, Schedule II Valuation and Qualifying Accounts and Reserves, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

Denver, Colorado
September 30, 2013, except for Notes 21(b)
 and 21(c) as to which the date is
 December 9, 2013

F-7

Report of Independent Registered Public Accounting Firm

To the Partners of
Intrawest Cayman L.P.:

We have audited the accompanying consolidated statements of operations, comprehensive loss, partners’ deficit, and cash flows of Intrawest Cayman L.P. (the “Partnership”) for the year ended June 30, 2011. In connection with our audit of the consolidated financial statements, we also have audited the financial statement schedule for the year ended June 30, 2011 as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of its operations and its cash flows for the year ended June 30, 2011, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

Vancouver, Canada
September 30, 2013

F-8

INTRAWEST CAYMAN L.P.
Consolidated Balance Sheets
June 30, 2012 and 2013
(In thousands)

	2012			2013
Assets
Current assets:
Cash and cash equivalents	$	46,908		$	59,775
Restricted cash		71,138			13,685
Receivables, net of allowances of $10,332 and $8,333		38,108			38,298
Amounts due from related parties, net of allowances of $24,483 and $0		728			79
Inventories		34,256			29,151
Prepaid expenses and other assets		22,365			20,759
Total current assets		213,503			161,747
Receivables, net of allowances of $3,753 and $6,264		44,246			37,779
Amounts due from related parties		5,996			6,262
Property, plant and equipment, net		510,178			475,856
Real estate held for development		193,806			164,916
Deferred charges and other		10,272			28,584
Equity method investments		196,627			86,344
Intangible assets, net		73,554			65,503
Goodwill		94,611			94,609
Total assets	$	1,342,793		$	1,121,600
Liabilities and Partners’ Deficit
Current liabilities:
Accounts payable and accrued liabilities	$	59,347		$	62,196
Amounts due to related parties		1,493			—
Deferred revenue and deposits		43,216			52,110
Long-term debt due within one year		16,681			8,201
Total current liabilities		120,737			122,507
Deferred revenue and deposits		25,807			22,115
Long-term debt		719,400			580,662
Notes payable to affiliates		1,109,005			1,358,695
Deferred income taxes		26,199			31
Other long-term liabilities		65,926			56,336
Total liabilities		2,067,074			2,140,346
Commitments and contingencies (note 20)
Partners’ deficit:
Partnership units, unlimited number authorized
General partner: 0 units outstanding at June 30, 2012 and 2013		—			—
Limited partners: 1,350,253 and 1,352,253 units oustanding at June 30, 2012 and 2013, respectively		(877,879	)		(1,166,797	)
Accumulated other comprehensive income		153,598			148,805
Total Intrawest Cayman L.P. deficit		(724,281	)		(1,017,992	)
Noncontrolling interest		—			(754	)
Total partners’ deficit		(724,281	)		(1,018,746	)
Total liabilities and partners’ deficit	$	1,342,793		$	1,121,600

See accompanying notes to consolidated financial statements.

F-9

INTRAWEST CAYMAN L.P.
Consolidated Statements of Operations
Years ended June 30, 2011, 2012 and 2013
(In thousands, except unit, per unit, share and per share data)

	2011			2012			2013
Revenues	$	559,523		$	513,447		$	524,407
Operating expenses		504,005			453,187			448,944
Depreciation and amortization		76,371			57,655			58,342
Loss on disposal of assets		26,196			9,443			12,448
Impairment of long-lived assets		12,140			782			143
Impairment of real estate		73,230			8,137			1,052
Goodwill impairment		64,097			3,575			—
(Loss) income from operations		(196,516	)		(19,332	)		3,478
Interest income		9,162			7,467			6,630
Interest expense on third party debt		(143,463	)		(135,929	)		(98,437	)
Interest expense on notes payable to affiliates		(160,943	)		(195,842	)		(236,598	)
Earnings (loss) from equity method investments		8,299			538			(5,147	)
Gain on disposal of equity method investments		—			—			18,923
Loss on extinguishment of debt		—			—			(11,152	)
Other (expense) income, net		(2,021	)		1,199			1,973
Loss from continuing operations before income taxes		(485,482	)		(341,899	)		(320,330	)
Income tax expense (benefit)		6,555			(5,836	)		(23,616	)
Loss from continuing operations		(492,037	)		(336,063	)		(296,714	)
Loss from discontinued operations, net of tax		(6,469	)		—			—
Net loss		(498,506	)		(336,063	)		(296,714	)
(Earnings) loss attributable to noncontrolling interest		(361	)		—			757
Net loss attributable to Intrawest Cayman L.P.		(498,867	)		(336,063	)		(295,957	)
Net loss attributable to general partner		—			—			—
Net loss attributable to limited partners	$	(498,867	)	$	(336,063	)	$	(295,957	)
Weighted average units outstanding, basic and diluted		1,348,253			1,348,412			1,350,412
Loss per unit, basic and diluted:
Loss from continuing operations attributable to Intrawest Cayman L.P.	$	(365.21	)	$	(249.23	)	$	(219.16	)
Loss from discontinued operations		(4.80	)		0.00			0.00
Net loss attributable to limited partners	$	(370.01	)	$	(249.23	)	$	(219.16	)
Unaudited pro forma weighted average shares outstanding, basic and diluted		41,882,000			41,882,000			41,882,000
Unaudited pro forma loss per share, basic and diluted:
Loss from continuing operations attributable to Intrawest Cayman L.P.	$	(11.76)		$	(8.02)		$	(7.07)
Loss from discontinued operations		(0.15)			0.00			0.00
Net loss attributable to limited partners	$	(11.91)		$	(8.02)		$	(7.07)

See accompanying notes to consolidated financial statements.

F-10

INTRAWEST CAYMAN L.P.
Consolidated Statements of Comprehensive Loss
Years ended June 30, 2011, 2012 and 2013
(In thousands)

	2011			2012			2013
Net loss	$	(498,506	)	$	(336,063	)	$	(296,714	)
Foreign currency translation adjustments		77,996			(34,201	)		(8,022	)
Realized portion on cash flow hedge (net of tax of $0)		14,488			5,558			3,937
Actuarial gains and losses on pensions (net of tax of $0)		(1,481	)		(4,689	)		(705	)
Comprehensive loss		(407,503	)		(369,395	)		(301,504	)
Comprehensive (income) loss attributable to noncontrolling interest		(1,884	)		—			754
Comprehensive loss attributable to Intrawest Cayman L.P.	$	(409,387	)	$	(369,395	)	$	(300,750	)

See accompanying notes to consolidated financial statements.

F-11

INTRAWEST CAYMAN L.P.
Consolidated Statements of Partners’ Deficit
Years ended June 30, 2011, 2012 and 2013
(In thousands)

	General Partner		Limited Partners			Accumulated other comprehensive income (loss)			Noncontrolling interest			Total
Balance, June 30, 2010	$	—	$	(55,439	)	$	97,450		$	38,301		$	80,312
Net (loss) income		—		(498,867	)		—			361			(498,506	)
Cumulative effect of change in accounting policy		—		181			—			—			181
Other comprehensive income (loss):
Foreign currency translation adjustments		—		—			76,473			1,523			77,996
Realized portion on cash flow hedge (net of tax of $0)		—		—			14,488			—			14,488
Actuarial gains and losses on pensions (net of tax of $0)		—		—			(1,481	)		—			(1,481	)
Noncontrolling interest		—		—			—			(35,601	)		(35,601	)
Distributions and other to noncontrolling interest		—		—			—			(4,584	)		(4,584	)
Contribution from Partners		—		6,590			—			—			6,590
Unit-based compensation		—		1,881			—			—			1,881
Cash settlement of unit-based compensation		—		(199	)		—			—			(199	)
Balance, June 30, 2011		—		(545,853	)		186,930			—			(358,923	)
Net loss		—		(336,063	)		—			—			(336,063	)
Other comprehensive income (loss):
Foreign currency translation adjustments		—		—			(34,201	)		—			(34,201	)
Realized portion on cash flow hedge (net of tax of $0)		—		—			5,558			—			5,558
Actuarial gains and losses on pensions (net of tax of $0)		—		—			(4,689	)		—			(4,689	)
Contribution from Partners		—		3,420			—			—			3,420
Unit-based compensation		—		579			—			—			579
Cash settlement of unit-based compensation		—		38			—			—			38
Balance, June 30, 2012		—		(877,879	)		153,598			—			(724,281	)
Net loss		—		(295,957	)		—			(757	)		(296,714	)
Other comprehensive income (loss):
Foreign currency translation adjustments		—		—			(8,025	)		3			(8,022	)
Realized portion on cash flow hedge (net of tax of $0)		—		—			3,937			—			3,937
Actuarial gains and losses on pensions (net of tax of $0)		—		—			(705	)		—			(705	)
Contribution from Partners		—		6,700			—			—			6,700
Unit-based compensation		—		317			—			—			317
Cash settlement of unit-based compensation		—		22			—			—			22
Balance, June 30, 2013	$	—	$	(1,166,797	)	$	148,805		$	(754	)	$	(1,018,746	)

See accompanying notes to consolidated financial statements.

F-12

INTRAWEST CAYMAN L.P.
Consolidated Statements of Cash Flows
Years ended June 30, 2011, 2012 and 2013
(In thousands)

	2011			2012			2013
Cash (used in) provided by:
Operating activities:
Net loss	$	(498,506	)	$	(336,063	)	$	(296,714	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		76,467			57,655			58,342
Goodwill impairment		64,097			3,575			—
Impairment of real estate held for development		73,230			8,137			1,052
Impairment of long-lived assets held for use		12,140			782			143
(Earnings) loss from equity method investments		(8,299	)		(538	)		5,147
Distributions of earnings from equity method investments		8,233			10,537			6,293
Provision for deferred income taxes		(2,178	)		(2,802	)		(26,169	)
Provision for doubtful accounts		6,353			3,234			2,370
Loss on extinguishment of debt		—			—			11,152
Amortization of deferred financing costs		7,943			5,501			4,969
Realized portion on cash flow hedge		9,242			5,558			3,937
Amortization of facility fee and discount		22,494			40,327			20,982
Unit-based compensation		1,881			579			317
Deferred gain on asset sale		—			(1,478	)		95
Loss (gain) on disposal of assets		29,946			10,921			(6,570	)
Funding of pension plans		(3,788	)		(1,082	)		(816	)
Changes in assets and liabilities:
Accrued interest on notes payable to affiliates		160,943			195,842			236,506
Restricted cash		799			3,687			(4,778	)
Receivables		11,382			8,257			2,371
Amounts due from related parties		(1,619	)		1,405			383
Inventories		3,756			4,925			5,141
Prepaid expenses and other assets		(8,721	)		(2,694	)		(652	)
Real estate held for development		24,067			27,303			3,353
Accounts payable and accrued liabilities		26,505			4,365			8,863
Amounts due to related parties		159			(13	)		(1,493	)
Deferred revenue and deposits		4,614			(4,530	)		7,541
Net cash provided by operating activities		21,140			43,390			41,765
Investing activities:
Capital expenditures		(27,567	)		(30,061	)		(29,679	)
Distributions of capital from equity method investments		54			4,044			23
Contributions to equity method investments		—			(17	)		(839	)
Proceeds from the disposition of equity method investments		—			—			117,868
Proceeds from the sale of assets		542,010			4,748			18,034
Net cash provided by (used in) investing activities		514,497			(21,286	)		105,407
Financing activities:
Proceeds from bank and other borrowings		25,684			—			565,132
Proceeds from restricted cash		—			—			60,656
Repayments of bank and other borrowings		(600,388	)		(41,518	)		(744,245	)
Financing costs paid		—			—			(21,926	)
Contributions by partners		6,590			—			6,700
Distributions to noncontrolling interest		(4,683	)		—			—
Net cash used in financing activities		(572,797	)		(41,518	)		(133,683	)
Effect of exchange rate changes on cash		6,694			609			(622	)
(Decrease) increase in cash and cash equivalents		(30,466	)		(18,805	)		12,867
Cash and cash equivalents, beginning of year		96,179			65,713			46,908
Cash and cash equivalents, end of year	$	65,713		$	46,908		$	59,775
Supplementary information:
Interest paid	$	70,828		$	50,634		$	53,609
Income tax paid	$	1,282		$	5,329		$	1,082

See accompanying notes to consolidated financial statements.

F-13

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

(1) Organization and Business Operations

Intrawest Cayman L.P. (“the Partnership”) was formed on February 20, 2007 under the laws of the Cayman Islands. The Partnership is organized as a holding company that operates through various subsidiaries, which are primarily engaged in the operation of mountain resorts, adventure and real estate businesses, principally throughout North America. The Partnership has a network of six mountain resorts, geographically diversified across North America’s major ski regions. The resorts include Steamboat and Winter Park in Colorado, Stratton in Vermont, Snowshoe in West Virginia, Tremblant in Quebec, and Blue Mountain (50% interest) in Ontario. The Mountain segment derives revenue mainly from sales of lift tickets, retail and rental merchandise, food and beverage, lodging management, ski school services, and golf. The Adventure segment includes Canadian Mountain Holidays (“CMH”), which provides heli-skiing, mountaineering and hiking at 11 lodges in British Columbia, Canada. In support of CMH’s operations, the Partnership owns 40 Bell helicopters that are also used in the off-season for fire suppression in the United States and Canada and other commercial uses. The Alpine Aerotech subsidiary provides helicopter maintenance, repair and overhaul services to our fleet of helicopters as well as to aircraft owned by unaffiliated third parties. The Real Estate segment is comprised of ongoing real estate development activities and management, marketing and sales businesses. This segment includes Intrawest Resort Club Group (“IRCG”), a vacation club business, Intrawest Hospitality Management (“IHM”), which manages condominium hotel properties in Maui, Hawaii and in Mammoth, California, and Playground, a residential real estate sales and marketing business. The Real Estate segment also includes costs associated with ongoing development activities, including planning activities and land carrying costs.

In November 2010, the Partnership disposed of its 77% interest in the assets of Whistler Blackcomb in exchange for cash and 24% of the shares of Whistler Blackcomb Holdings Inc. (“Whistler Holdings”), a public company and holder of a 75% interest of Whistler Blackcomb Partnership. Results for the year ended June 30, 2011 included revenues, expenses and depreciation of $38.6 million, $51.1 million and $10.7 million, respectively, related to Whistler Blackcomb. Upon the sale of the assets in November 2010, the noncontrolling interest of $35.6 million was eliminated as the Partnership no longer consolidated the entity as of the date of sale. In December 2012, the Partnership sold its investment in Whistler Holdings and recorded a $17.9 million gain related to this disposition to gain on disposal of equity method investments in the consolidated statements of operations.

During the fiscal years ended June 30, 2011 and 2012, the operations of the Partnership were negatively impacted by macroeconomic factors in its principal markets, including reductions in customer spending and credit availability and other adverse developments affecting real estate markets. These factors resulted in impairments of the Partnership’s assets and incurrence of significant interest expense.

(2) Significant Accounting Policies

Basis of Presentation

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Partnership, its majority-owned subsidiaries and all variable interest entities (“VIE’s”) for which the Partnership is the primary beneficiary. All significant intercompany transactions are eliminated in consolidation. Investments in which the Partnership does not have a controlling interest or is not the primary beneficiary, but over which the Partnership is able to exercise significant influence, are accounted for under the equity method. Under the equity method, the original cost of the investment is adjusted for the Partnership’s share of post-acquisition earnings or losses less distributions received.

In January of 2013, the Partnership reorganized its Canadian helicopter business and formed Alpine Helicopters Inc. (“Alpine Helicopters”) in which the Partnership owns a 20% share. Alpine Helicopters employs all the pilots that fly the helicopters in the CMH land tenures. Alpine Helicopters leases 100% of its helicopters from Intrawest ULC (“IULC”), a consolidated subsidiary, creating economic dependence thus giving IULC a variable interest in Alpine Helicopters. Alpine Helicopters is a VIE for which the Partnership is the primary beneficiary and is consolidated in these financial statements. As of June 30, 2013, Alpine Helicopters had total assets of $8.0 million and total liabilities of $6.0 million.

F-14

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The significant areas requiring management estimates include the determination of the fair values assigned to net assets acquired in business combinations, analysis of potential impairments and related estimates of fair values of real estate, reporting units and long-lived assets, useful lives for depreciation and amortization calculations, the values assigned to deferred income tax assets, including consideration of the need for valuation allowances, pension obligations, and warranty and other claims provisions.

Cash and Cash Equivalents

Cash and cash equivalents are all highly liquid investments with original terms to maturity of three months or less.

Restricted Cash

Restricted cash deposits are comprised primarily of deposits to settle future claims related to self-insurance, guest lodging in jurisdictions that require such down payments or deposits to be retained in a trust account, and to secure certain letters of credit. As of June 30, 2012 and 2013, the Partnership’s restricted cash balances were $71.1 million and $13.7 million, respectively. Restricted cash balances were held as security for insurance claims for the Partnership’s self-insurance policy and credit card transactions as well as security for executive pension plans. As of June 30, 2012, the Partnership had restricted cash of $60.7 million collateralizing letters of credit, which was released in connection with the 2012 debt refinancing.

Receivables

Trade receivables are stated at amounts due from customers for the Partnership’s goods and services net of an allowance for doubtful accounts. The allowance is based on a specific reserve analysis and considers such factors as the customer’s past repayment history, the economic environment and other factors that could affect collectability. Write-offs are evaluated on a case by case basis. The Partnership recognized a provision for doubtful accounts of $6.4 million, $3.2 million and $2.4 million for the years ended June 30, 2011, 2012 and 2013, respectively.

For notes receivable, interest income is recognized on an accrual basis when earned. Any deferred portion of contractual interest is recognized on methods that approximate the effective interest method over the term of the corresponding note. Interest income on notes receivable was $6.4 million, $5.7 million and $5.2 million for the years ended June 30, 2011, 2012 and 2013, respectively.

Inventories

Inventories consisting of retail goods, food and beverage products are recorded at the lower of cost and net realizable value, determined using the weighted-average cost method.

Vacation points inventories are stated at the lower of cost or market value less cost to sell. Inventory costs are allocated to cost of point sales using a method that approximates the relative sales value method. The Partnership periodically reviews the carrying value of the inventory for impairment.

Real Estate Held for Development

Real estate held for development is recorded at the lower of cost or net realizable value. Cost for land and infrastructure for development includes all expenditures incurred in connection with the acquisition, development and construction of real estate. These expenditures consist of all direct costs, interest on specific debt, interest on total costs financed by the Partnership’s pooled debt and property taxes during the development period. The Partnership expenses costs directly related to the acquisition of new real estate properties and resort businesses. The Partnership capitalizes interest once construction activities commence and real estate deposits have been utilized in construction.

F-15

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

The Partnership has not been involved in new development activities during the years ended June 30, 2011, 2012 or 2013. Costs incurred in connection with operating properties classified as real estate held for development are charged to cost of sales when incurred. Indirect and general and administrative overhead costs are expensed as incurred. Sales commission expenses are recorded in the period that the related revenues are recorded.

Real estate held for development is reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of a particular real estate property exceeds the estimated net realizable value. The Partnership recorded impairment charges of $73.2 million, $8.1 million and $1.0 million on the consolidated statements of operations in the years ended June 30, 2011, 2012 and 2013, respectively.

Deferred Charges and Other Assets

Deferred financing costs consist of legal and other fees directly related to debt financing of the Partnership’s businesses. These costs are amortized by methods that approximate the effective interest method over the term of the related financing to interest expense.

Long-Lived Assets

Long-lived assets subject to depreciation and amortization, including property, plant and equipment and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Partnership recorded impairment charges on long-lived assets held for use of $12.1 million, $0.8 million and $0.1 million in the years ended June 30, 2011, 2012 and 2013, respectively.

Property, plant and equipment are stated at cost less accumulated depreciation. Repairs and maintenance are expensed as incurred. Expenditures that improve the service capacity or extend the useful life of an asset are capitalized. When property, plant and equipment are retired or otherwise disposed of, the related gain or loss is included on the consolidated statement of operations. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of each asset category, which are as follows:

Buildings and building improvements	5 – 40 years
Ski lifts and area improvements	5 – 30 years
Automotive, helicopters and other equipment	3 – 20 years
Golf course improvements	20 years

Certain buildings, area improvements and equipment are located on leased or licensed land and are amortized over the lesser of the lease or license term or its estimated useful life.

Intangible assets are amortized on a straight-line basis over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to the Partnership’s future cash flows. The estimated useful lives of each intangible asset category are as follows:

Permits and licenses	20 – 45 years
Trademarks and trade names	20 years
Customer relationships	8 years
Other intangibles	8 – 20 years

The Partnership capitalizes costs incurred to renew or extend the term of a recognized intangible asset, such as permits and licenses, and amortizes such costs over the remaining life of the asset. Permits and licenses are amortized using the straight-line method over the shorter of their estimated useful lives or the period until the permit renews.

Goodwill

Goodwill represents the excess of purchase price over fair value of the net assets of businesses acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually as of June 30th and at any time when events or conditions suggest impairment may have occurred. The Partnership has reporting units with allocated goodwill in both the Mountain and Real Estate segments. During the year ended June 30, 2013, the provisions of

F-16

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

Accounting Standards Update 2011-08 Testing Goodwill for Impairment (“ASU 2011-08”) were adopted. ASU 2011-08 permits the Partnership to perform a qualitative assessment (termed a “step zero impairment test”) of potential impairment indicators to assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, before proceeding to a quantitative two-step goodwill impairment test. If the Partnership determines that it is not more likely than not that the fair value of the reporting unit exceeds its carrying value, the two-step goodwill impairment test is required. In the two-step impairment test, the Partnership compares the fair value of each reporting unit with its carrying amount, including goodwill. The fair value of each reporting unit is determined based on expected discounted future cash flows. If the carrying amount of a reporting unit exceeds its fair value, the goodwill within the reporting unit may be potentially impaired. An impairment loss is recognized if the carrying amount of the goodwill exceeds implied fair value of that goodwill.

Deferred Revenue and Deposits

Deferred revenue and deposits are mainly comprised of season pass revenue, government grants, lodging and tour deposits, deposits on real estate sales and mountain club initiation deposits. Deferred revenue relating to the sale of season passes is recognized throughout the season based on the estimated number of skier visits based on historical data. Deferred revenue relating to government grants associated with capital assets and revenue-producing properties are recognized on the same basis as the related asset, while deferred revenue relating to government grants associated with properties under development and properties held for sale are recorded against cost of sales when the sale is recognized. Lodging and tour deposits deferred revenue is recognized when the related service is provided. Deferred revenue relating to real estate deposits is recognized upon closing of the sale. Deferred revenue relating to mountain club initiation deposits is recognized on a straight-line basis over the estimated membership terms.

Advertising Costs

The Partnership expenses advertising costs at the time such advertising commences. Advertising expenses are classified in operating expenses on the consolidated statements of operations and were $15.9 million, $12.8 million and $14.4 million for the years ended June 30, 2011, 2012 and 2013, respectively.

Self-Insured Liabilities

The Partnership has a policy of self-insuring when the expected losses from self-insurance are low relative to the cost of purchasing third-party insurance at various deductible levels. The self-insurance program includes workers’ compensation in the United States and property, automobile and general liability coverage in the United States and Canada. An accrual for self-insured liabilities is recorded based on management’s best estimate of the ultimate cost to settle claims considering historical claims experience, claims filed and the advice of actuaries and plan administrators.

Liabilities for insurance-related assessments are not discounted and are included as part of other long-term liabilities on the consolidated balance sheets. As of June 30, 2012 and 2013, the liability balances were $9.5 million and $6.7 million, respectively.

Revenue Recognition

The following describes revenue recognition for the Partnership:

(i) Mountain segment revenue is derived from a wide variety of sources, including sales of lift tickets (including season passes), ski school operations, dining operations, retail sales, equipment rentals, lodging operations and food and beverage operations. Revenue is recognized as goods are delivered or services are performed.

(ii) Adventure segment revenue is derived from a variety of sources, including all-inclusive packages for stays and tours for heli-skiing, mountaineering and hiking at Partnership owned and leased resorts, as well as ancillary revenues from helicopter maintenance and repair services, off-season fire suppression services and leasing. Revenues are recognized as goods are delivered or services are performed.

F-17

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

(iii) The Real Estate segment earns revenues from IRCG, IHM and Playground. During the fiscal years presented, there were no active development projects or development revenues. IRCG generates revenues from the sale of vacation points, management of Club Intrawest properties, an unaffiliated, not-for-profit entity, management of a private exchange company, and income on the receivables portfolio. Vacation points revenue associated with membership in the vacation ownership business of IRCG is recognized when the purchaser has paid the amount due on closing, all contract documentation has been executed and all other significant conditions of sale are met. The Partnership follows real estate time-sharing accounting principles, which set out specific guidelines for assessing whether the buyer’s initial and continuing investments are adequate to demonstrate a commitment to pay for the property. Such a demonstration is required for the seller of a time-sharing arrangement to recognize profit by the full accrual method. Sales are recorded upon closing when profitability can be determined and collectability can be reasonably assured. Buyers can finance a portion of the sales price through nonrecourse loans. IHM generates revenue from managing rental operations at the Honua Kai Resort and Spa in Maui, Hawaii and the Westin Monache Resort in Mammoth Lakes, California. Playground earns revenue from the commissions on the sales of real estate. The Partnership also manages commercial real estate for owned properties and third parties.

Commission revenue from brokerage operations for Partnership owned real estate is included in real estate revenue and is recognized at the time an offer of sale is closed by the purchaser or all other contractual obligations have been satisfied. Commission revenue for third-party projects from real estate brokerage operations is included in real estate revenue and is recognized when the deals listing agreement is executed.

Income Taxes

Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between tax bases of assets and liabilities and book basis reported in the consolidated balance sheets and for operating loss and tax credit carryforwards. The change in deferred tax assets and liabilities for the period measures the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to the tax provision or benefit in the period of enactment. To the extent that it is not considered to be more likely than not that some or all of the deferred tax assets will not be realized, a valuation allowance is provided.

The Partnership recognizes accrued interest related to uncertain tax positions as a component of income tax expense. Penalties, if incurred, are recorded in operating expenses in the consolidated statements of operations.

Foreign Currency Translation

These consolidated financial statements are presented in U.S. dollars. The Partnership’s Canadian subsidiaries generally use the Canadian dollar as their functional currency.

The accounts of entities where the U.S. dollar is not the functional currency are translated into U.S. dollars using the exchange rate in effect at the balance sheet date for asset and liability amounts and at the average rate for the period for amounts included in the determination of income. Cumulative unrealized gains or losses arising from the translation of the financial position of these subsidiaries into U.S. dollars are included in Partners’ deficit as a component of accumulated other comprehensive income (loss).

Exchange gains or losses arising from the translation of transactions that are denominated in foreign currencies into the applicable functional currency are included in the determination of income. Total foreign exchange loss from transactions was $1.5 million for the year ended June 30, 2011. Total foreign exchange gains from transactions was $0.4 million and $0.6 million for the years ended June 30, 2012 and 2013, respectively. Foreign exchanges gains and losses are reported in other income (expense), net in the consolidated statements of operations.

Unit-Based Compensation

The Partnership has implemented unit-based compensation plans as described in note 13. The awards under the plans are measured at the grant date based on the estimated fair value of the award using a fair value pricing model and are charged to income as compensation expense over the vesting period. Any consideration paid on the exercise of

F-18

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

options or purchase of shares is credited to Partners’ deficit. As of June 30, 2013, there are no options outstanding and all restricted units have vested. As of June 30, 2013, no awards are eligible to be converted to Partnership units and all other awards have been forfeited.

Employee Benefit Plans

Substantially all of the Partnership’s employees are covered by defined contribution plans or by Partnership-sponsored 401(k) plans. The Partnership’s contributions to these plans are based on a percentage of employee compensation. These plans are funded on a current basis.

In addition, certain employees are covered by noncontributory defined benefit pension plans. These plans are funded in conformity with the funding requirements of applicable government regulations. Generally, benefits are based on age, years of service and level of compensation during the final years of employment. The Partnership accounts for these defined benefit plans by accruing its obligations under the employee benefit plans and the related costs as the underlying services are provided. No further service benefits are being earned by plan participants in the defined plans.

The funded status of defined benefit plans is recognized entirely on the consolidated balance sheets. The amount recognized as an asset or liability for pension and other postretirement benefit plans is measured as the difference between the benefit obligation and the fair value of plan assets. Overfunded plans are aggregated and recognized as an asset while underfunded plans are aggregated and recognized as a liability. Actuarial gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net pension expense are recognized in accumulated other comprehensive income (loss) net of income tax effects. Actuarial gains and losses are comprised of changes in the amount of either the projected benefit obligation (for pension plans), the accumulated benefit obligation (for other postretirement plans) or differences between actual and expected return on plan assets and from changes in assumptions.

The Partnership measures its pension assets and liabilities as of June 30^th of each year.

Fair Value of Financial Instruments

The Partnership has various financial instruments, including cash and cash equivalents, receivables, payables, accrued liabilities and debt obligations. Due to their short-term nature, or, in the case of receivables, their market comparable interest rates, the instruments’ book value approximates their fair value. Certain of the Partnership’s long-term debt bears interest at floating rates. Fluctuations in these rates will impact the cost of financing incurred in the future. The fair value of debt was calculated using Level 3 inputs.

Derivative Financial Instruments

The Partnership engages in activities that expose it to market risks including the effects of changes in interest rates and exchange rates. Financial exposures are managed as an integral part of the Partnership’s risk management program, which seeks to reduce the potentially adverse effect that the volatility of interest rates or exchange rates may have on operating results.

As of June 30, 2012 and 2013, the Partnership has no significant outstanding derivative instruments. Prior to October 2008, the Partnership had outstanding interest rate swaps that were accounted for as cash flow hedges. The outstanding swap contracts were terminated on October 11, 2008, and the deferred loss previously recorded in accumulated other comprehensive income is being recognized in earnings during the period that the hedge covered. The Partnership estimates that $3.0 million of deferred losses related to the terminated interest rate swaps will be amortized from accumulated other comprehensive income into interest expense in the next 12 months.

Concentration of Credit Risk

The Partnership’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. The Partnership places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess of regulatory insurance limits. The Partnership does not

F-19

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

enter into financial instruments for trading or speculative purposes. Concentration of credit risk with respect to trade and notes receivables is limited due to the wide variety of customers and markets in which the Partnership transacts business, as well as their dispersion across many geographical areas. The Partnership performs ongoing credit evaluations of its customers and generally does not require collateral, but does require advance deposits on certain transactions.

Impact of Recently Issued Accounting Standards

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This update addresses when unrecognized tax benefits should be presented as reductions to deferred tax assets for net operating loss carryforwards in the financial statements. The Partnership adopted this standard retrospectively and there was no material impact on the consolidated financial statements.

In January 2011, the FASB issued Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements as they relate to financial assets and liabilities. This update introduces new requirements and clarifies existing requirements for the disclosure of fair value measurements. Separate disclosure is required for the significant transfers into and out of Level 1 and Level 2 fair value measurements. An entity must disclose and consistently follow its policy for determining when transfers between levels are recognized. Also, the FASB clarified existing fair value measurement disclosure for transactions on a gross basis in the reconciliation of Level 3 fair value measurements. The Partnership adopted the disclosure requirements prospectively and there was no material impact on the consolidated financial statements.

In September 2011, the FASB issued Testing Goodwill for Impairment. This update allows entities an option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity would no longer be required to calculate the fair value of a reporting unit unless the entity determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The Partnership adopted this standard effective July 1, 2012, and there was no material impact on the consolidated financial statements.

In June 2011, the FASB issued Presentation of Comprehensive Income (“ASU 2011-05”). This update was amended in December 2011 by ASU No. 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income.” This update defers only those changes in update ASU 2011-05 that relate to the presentation of reclassification adjustments. All other requirements in ASU 2011-05 are not affected by this update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. The Partnership adopted these requirements retrospectively effective July 1, 2012 and there was no material impact on the consolidated financial statements.

Recent Accounting Standards Issued But Not Yet Effective

In February 2013, the FASB issued Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The amendments in this update supersede and replace the presentation requirements for reclassifications out of accumulated other comprehensive income in ASUs 2011-05, Presentation of Comprehensive Income (issued in June 2011) and 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income (issued in December 2011). The amendments are effective July 1, 2013 for the Partnership. The adoption of this authoritative guidance will not have an impact on the Partnership’s financial position or results of operations, but will require the Partnership to present either in a single note or parenthetically on the face of the financial statements the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, the Partnership would instead cross- reference to the related note for additional information.

In July 2012, the FASB issued Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This update amends ASU 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing

F-20

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles— Goodwill and Other—General Intangibles Other than Goodwill. The amendments are effective for the Partnership July 1, 2013. The adoption of this update is not expected to have a material impact on the consolidated financial statements.

(3) Supplementary Balance Sheet Information

Receivables

Receivables as of June 30, 2012 and 2013 consisted of the following (in thousands):

	June 30,
	2012			2013
Receivables – current:
Trade receivables	$	16,416		$	14,522
Loans, mortgages and notes receivable		10,524			10,467
Other amounts receivable		21,500			21,642
Allowance for doubtful accounts		(10,332	)		(8,333	)
	$	38,108		$	38,298

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities as of June 30, 2012 and 2013 consisted of the following (in thousands):

	June 30,
	2012		2013
Trade payables	$	54,667	$	53,390
Other payables and accrued liabilities		4,680		8,806
	$	59,347	$	62,196

Deferred revenue and deposits

Deferred revenue and deposits as of June 30, 2012 and 2013 consisted of the following (in thousands):

	June 30,
	2012		2013
Deferred revenue and deposits – current:
Season pass and other	$	22,830	$	31,262
Lodging and tour deposits		12,591		12,147
Deposits on real estate sales		7,795		8,701
	$	43,216	$	52,110

	June 30,
	2012		2013
Deferred revenue and deposits – long term:
Government grants	$	13,843	$	12,814
Club initiation deposits and other		11,964		9,301
	$	25,807	$	22,115

F-21

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

Other long-term liabilities

Other long-term liabilities as of June 30, 2012 and 2013 consisted of the following (in thousands):

	June 30,
	2012		2013
Other long-term liabilities:
Pension liability	$	33,132	$	34,456
Other long-term liabilities		32,794		21,880
	$	65,926	$	56,336

(4) Notes Receivable

The Partnership allows deferred payment terms that exceed one year for customers purchasing vacation points. A note receivable exists when all contract documentation has been executed. Notes receivable primarily consist of nonrecourse installment loans. The Partnership performs a credit review of its notes receivable individually each reporting period to determine if an allowance for credit losses is required. As of June 30, 2012 and 2013, the allowance for credit losses on the notes receivable was $3.5 million and $3.4 million, respectively.

(5) Property, Plant and Equipment

Property, plant and equipment consist of the following as of June 30, 2012 and 2013 (in thousands):

	Cost		Accumulated depreciation and amortization		Net book value
2012:
Land	$	39,658	$	—	$	39,658
Buildings		263,424		58,600		204,824
Ski lifts and area improvements		235,694		106,039		129,655
Automotive, helicopters and other equipment		277,263		156,706		120,557
Golf course improvements		23,988		8,504		15,484
	$	840,027	$	329,849	$	510,178

	Cost		Accumulated depreciation and amortization		Net book value
2013:
Land	$	37,753	$	—	$	37,753
Buildings		253,178		66,540		186,638
Ski lifts and area improvements		232,736		105,578		127,158
Automotive, helicopters and other equipment		275,851		165,594		110,257
Golf course improvements		23,702		9,652		14,050
	$	823,220	$	347,364	$	475,856

Depreciation and amortization expense on property, plant and equipment for the years ended June 30, 2011, 2012 and 2013 totaled $65.8 million, $51.4 million and $51.5 million, respectively.

During the year ended June 30, 2011, certain reporting units experienced deteriorated financial performance including reduced profitability at certain locations. These factors resulted in losses and an unfavorable outlook, which were indicators of potential impairment of property, plant and equipment at these certain locations. The Partnership tested the recoverability of its long-lived assets using projected future undiscounted cash flows based on internal budgets. The Partnership recorded an impairment charge on long-lived assets held for use of $12.1 million in the year ended

F-22

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

June 30, 2011, the majority of which related to the Mountain segment. During the years ended June 30, 2012 and 2013, the Partnership recorded impairment charges of $0.8 million and $0.1 million, respectively, primarily related to legacy and other non-core operations.

(6) Real Estate Held for Development

Real estate held for development was $193.8 million and $164.9 million as of June 30, 2012 and 2013, respectively.

The Partnership monitors for triggering events that indicate real estate held for development may be impaired. The Partnership experienced deteriorated real estate conditions which indicated that real estate held for development could have carrying values higher than their fair values in the periods presented. Consequently, the Partnership obtained third party valuations and recorded impairment charges on real estate held for development in the consolidated statements of operations of $73.2 million, $8.1 million and $1.1 million in the years ended June 30, 2011, 2012 and 2013, respectively. Impairments related to legacy and non-core operations for the years ended June 30, 2011, 2012 and 2013 were $12.0 million, $8.1 million and $1.0 million, respectively. Impairments related to the Real Estate segment for the years ended June 30, 2011, 2012 and 2013 were $61.2 million, $0 and $0.1 million, respectively.

(7) Equity Method Investments

The Partnership had total equity method investments of $196.6 million and $86.3 million as of June 30, 2012 and 2013, respectively.

The Partnership’s carrying amount of its equity method investments reflects its expectation of cash to be realized from its interests in the net assets of the affiliate, taking into account the return order of equity distribution per the respective agreements.

The Partnership accounts for its equity method investments using the equity method. The difference between the carrying value and the undistributed earnings is primarily comprised of goodwill.

The Partnership had the following ownership interest in its equity method investments as of June 30, 2013, including:

	Ownership interest
Blue Mountain Resorts Limited		50.0	%
Chateau M.T. Inc.		49.5
Mammoth Hospitality Management, LLC		50.0
MMSA Holdings Inc.		15.0

In December 2012, the Partnership sold its 24% investment in Whistler Holdings and recorded a $17.9 million gain related to this disposition to gain on disposal of equity method investments in the consolidated statements of operations.

F-23

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

Although the Partnership owns less than 20% of MMSA Holdings Inc. (“MMSA”), the equity method is used to account for this investment because the Partnership exercises significant influence over MMSA by virtue of holding a seat on the MMSA board of seven members. In addition, the Partnership owns 50% of Mammoth Hospitality Management, LLC, which also has an ownership interest in MMSA.

The Partnership currently holds a 49.5% voting interest in Chateau M.T. Inc. (“Chateau”) with a non-voting debt interest that can be converted to voting interest, resulting in up to a 57% economic ownership interest in the entity. The following are combined summarized data for the Partnership’s equity method investments (in thousands):

	June 30,
	2012		2013
Current assets	$	118,768	$	60,835
Noncurrent assets		1,314,283		497,850
Current liabilities		96,252		75,919
Noncurrent liabilities		519,775		239,974
Noncontrolling interest		144,694		6,999

	Year Ended June 30,
	2011		2012		2013
Net revenues	$	409,004	$	412,086	$	271,376
Gross profit		390,989		396,165		254,348
Income (loss) from continuing operations		51,554		27,641		(28,329	)
Net income (loss)		45,367		19,674		(21,033	)
Partnership’s share of investee’s earnings (loss)		8,299		538		(5,147	)

(8) Intangible Assets

Finite-lived intangible assets as of June 30, 2012 and 2013 are as follows (in thousands):

	Cost		Accumulated amortization		Net book value
2012:
Permits and licenses	$	16,759	$	3,858	$	12,901
Trademarks and trade names		76,090		20,769		55,321
Customer relationships		17,571		12,320		5,251
Other		9,188		9,107		81
	$	119,608	$	46,054	$	73,554

	Cost		Accumulated amortization		Net book value
2013:
Permits and licenses	$	15,747	$	4,222	$	11,525
Trademarks and trade names		75,217		24,302		50,915
Customer relationships		17,105		14,129		2,976
Other		8,999		8,912		87
	$	117,068	$	51,565	$	65,503

Amortization expense was $10.6 million, $6.3 million and $6.8 million for the years ended June 30, 2011, 2012 and 2013, respectively.

F-24

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

The estimated aggregate intangible amortization expense for the next five years is as follows (in thousands):

2014	$	6,523
2015		5,224
2016		4,385
2017		4,385
2018		4,385

(9) Goodwill

Goodwill and changes therein for the years ended June 30, 2012 and 2013 are as follows, by segment, (in thousands):

	Mountain		Real Estate			Total
Balance as of June 30, 2011	$	93,418	$	5,498		$	98,916
Impact of foreign exchange and other		—		(730	)		(730	)
Impairment charge		—		(3,575	)		(3,575	)
Balance as of June 30, 2012		93,418		1,193			94,611
Impact of foreign exchange and other		—		(2	)		(2	)
Balance as of June 30, 2013	$	93,418	$	1,191		$	94,609

On October 26, 2006, an entity owned indirectly by funds managed by Fortress Investment Group LLC (“Fortress”) acquired all of the issued and outstanding shares of Intrawest Corporation, the Partnership’s predecessor (“the Predecessor”). Substantially concurrent with the acquisition, Fortress effected a reorganization of the Predecessor that resulted in it becoming IULC, an unlimited liability company incorporated under the laws of the Province of Alberta, Canada. Subsequent to the acquisition, Fortress effected further reorganizations whereby the former travel business of the Predecessor, Abercrombie & Kent Group of Companies, S.A. (“A&K”), was transferred to a separate partnership, Wintergames Travel (“Wintergames”). In March of 2007, the Partnership acquired Steamboat and recorded $9.6 million of goodwill. As a result of the Partnership’s disposition of its 77% interest in the assets of Whistler Blackcomb in the year ended June 30, 2011, the Partnership disposed of $411.0 million of goodwill. Also in the year ended June 30, 2011, the Partnership recorded a noncash pretax goodwill impairment charge of $64.1 million primarily related to the Mountain segment.

At June 30, 2013, the Partnership considered qualitative factors to evaluate whether it was more likely than not that any reporting unit’s fair value was less than its carrying amount and determined quantitative impairment testing was not necessary. At June 30, 2012, the Partnership considered the seasonal results of all reporting units with goodwill along with other ski resort industry valuation metrics and current revised future expectations and determined no impairment of goodwill was required to be recognized for the Mountain reporting units. However, the Partnership determined that the fair value of certain assets in the Real Estate reporting units was lower than the carrying value, and a noncash pretax goodwill impairment charge was recorded for $3.6 million in June 2012.

F-25

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

(10) Long-Term Debt and Notes Payable to Affiliates

Long-term debt as of June 30, 2012 and 2013 is as follows (in thousands):

	June 30,
	2012		2013
FY13 First Lien Loans (a)	$	—	$	441,669
FY13 Second Lien Loans (a)		—		122,084
FY10 First Lien Loans (b)		294,349		—
FY10 Second Lien Loans (b)		405,325		—
Obligations under capital leases (c)		21,787		20,264
Other obligations (d)		12,052		4,846
Interim financing on properties under development and held for sale (e)		2,568		—
		736,081		588,863
Less current maturities (f)		16,681		8,201
	$	719,400	$	580,662

Notes payable to affiliates as of June 30, 2012 and 2013 are as follows (in thousands):

	June 30,
	2012		2013
Third Lien Loan (b)	$	183,812	$	196,991
Accrued interest on Third Lien Loans		84,140		133,328
Tranche B Term Loans (g)		300,000		300,000
Accrued Interest on Tranche B Term Loans		329,711		469,963
Affiliate Loan (g)		100,000		100,000
Accrued interest on Affiliate Loan		111,342		158,413
	$	1,109,005	$	1,358,695

(a) The Partnership and certain subsidiaries entered into new credit agreements on December 4, 2012 (the “FY13 First Lien Loans” and the “FY13 Second Lien Loans,” collectively known as the “FY13 Lien Loans”). The proceeds from these loans were used to extinguish the existing debt under the First Lien Credit Agreement dated April 27, 2010 (the “FY10 First Lien Loans”) and the Second Lien Credit Agreement also dated April 27, 2010 (“FY10 Second Lien Loans”).

The FY13 First Lien Loans have a maturity date of December 4, 2017 and bear interest at LIBOR + 5.75% with a LIBOR floor of 1.25%. The agreement requires quarterly principal payments in the amount of $1.125 million. The net cash proceeds received from the FY13 First Lien Loans were reduced by an Original Issuer Discount of $6.75 million. The discount is amortized using the effective interest method over the term of the loan ($6.1 million at 8.33% remaining as of June 30, 2013).

The FY13 Second Lien Loans have a maturity date of December 4, 2018 and bear interest at LIBOR + 9.5%, with a LIBOR floor of 1.25%. No principal payments are required until the maturity date. The net cash proceeds received from the FY13 Second Lien Loans were reduced by an Original Issuer Discount of $3.125 million. The discount is amortized using the effective interest method over the term of the loan ($2.9 million at 12.24% remaining as of June 30, 2013). The FY13 Second Lien Loans also have a 3% call premium if voluntarily repaid prior to the second anniversary of the December 4, 2012 closing date, and 1% call premium if voluntarily repaid between the second and third anniversary.

The Partnership capitalized costs of $21.9 million in connection with the FY13 Lien Loans in deferred charges and other on the consolidated balance sheets. These costs are amortized using the effective interest method over the remaining term ($15.5 million at 8.33% for the FY13 First Lien Loan and $4.4 million at 12.24% for the FY13 Second Lien Loan remaining as of June 30, 2013).

F-26

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

The Partnership’s obligations under the FY13 Lien Loans are collateralized by a guarantee of the Partnership and guarantees of substantially all of its material subsidiaries. The guarantees are further supported by mortgages against certain properties held by subsidiaries of the Partnership. The collateral includes both general and specific assets.

The FY13 Lien Loans provide for affirmative and negative covenants that restrict, among other things, the Partnership’s ability to incur indebtedness, dispose of property, make capital expenditures, or make investments or distributions. In addition, the FY13 Lien Loans include financial covenants related to leverage and interest coverage ratios. They also include customary cross-default provisions with respect of certain other borrowings of the Partnership, and in certain circumstances, borrowings of noncontrolled partnerships where the Partnership has provided a guarantee.

Wintergames pledged its shares in A&K as security and provided a guarantee of the obligations of the Partnership and its subsidiaries under the FY13 Lien Loans and the Tranche Loans (discussed in note 10(g)). These consolidated financial statements do not include the results of Wintergames. Wintergames and its subsidiary A&K are also subject to affirmative and negative covenants under the FY13 Lien Loans and are included in the calculation of the restrictive financial covenants. At June 30, 2013, Wintergames has no amounts outstanding under the FY13 Lien Loans or the Tranche Loans.

The Partnership was in compliance with the covenants of the FY13 Lien Loans at June 30, 2013.

(b) On April 27, 2010, the Partnership and certain subsidiaries entered into a series of credit agreements (the FY10 First Lien Loans, the FY10 Second Lien Loans, and the Third Lien Loan).

On December 4, 2012, the FY10 First Lien Loans and FY10 Second Lien Loans were fully repaid with proceeds from the FY13 Lien Loans. As a result, the Partnership recorded an $11.2 million loss on extinguishment of debt in the consolidated statements of operations in the year ended June 30, 2013.

The Third Lien Loans entered into with affiliates of the Partnership had an original maturity date of April 27, 2013 and were extended to June 4, 2019 on December 4, 2012. The Third Lien Loans bear interest at 15.6% per annum until April 24, 2015, at which point the interest rate will increase to 22.5% per annum. No interest payments are to be made and interest is accrued monthly and compounded quarterly until the maturity date. In addition, the Third Lien Loan has a principal balance repayable at maturity of $210 million. The $60 million difference between the $210 million principal balance repayable at maturity and the funds advanced of $150 million, the discount, is amortized using a method which approximates the effective interest method over the term of the loan ($13 million remaining at June 30, 2013). The Third Lien Loan is subordinate to the FY13 Lien Loans for the purpose of security.

(c) Capital lease obligations are primarily for equipment except for the lease of Winter Park ski resort. As of June 30, 2012 and 2013, the carrying value of leased assets was $66.1 million and $69.2 million, respectively, net of accumulated amortization of $21.3 million and $25.4 million, respectively. Amortization of assets under capital leases is included in depreciation and amortization expense in the consolidated statements of operations. The leases have remaining terms ranging from 8 years to 39 years and interest rates that range from 3% to 20%.

The Partnership operates the Winter Park ski resort under a capital lease agreement that requires lease payments that are both fixed and variable. The fixed portion of the agreement is included in the table below.

Future minimum payments under the capital leases consisted of the following as of June 30, 2013 (in thousands):

2014	$	2,658
2015		2,362
2016		20,279
2017		145
2018		145
Thereafter		493
Total minimum lease payments		26,082
Less amount representing interest		5,818
Present value of net minimum lease payments	$	20,264

F-27

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

(d) In addition to various other lending agreements, a subsidiary of the Partnership entered into government loan agreements with remaining terms ranging from two to three years and interest rates ranging from 0% to 7.25%. Government loan agreements were $4.0 million and $3.3 million as of June 30, 2012 and 2013, respectively.

(e) The Partnership or its subsidiaries enter into construction loan agreements from time to time for specific real estate projects. These agreements typically are revolving and must be used for the payment of certain costs in connection with the real estate projects. Repayment is generally from closings of unit sales. Project specific financing construction loans outstanding were $2.6 million and $0 at June 30, 2012 and 2013, respectively. Borrowings under the construction loan agreements are based on various floating base rates. At June 30, 2012, the weighted average borrowing rate was 5.0%.

(f) Current maturities represent principal payments due in the next 12 months. Aggregate maturities for long-term debt and capital lease obligations outstanding as of June 30, 2013 are as follows (in thousands):

2014	$	8,201
2015		7,751
2016		20,953
2017		4,942
2018		423,894
Thereafter		123,122
	$	588,863

(g) On October 23, 2008, the Partnership and the subsidiary borrowers entered into an amendment (the “Second Amendment”) of their credit agreement to, among other things: (i) restructure the approximately $1.7 billion outstanding at October 23, 2008 into two tranches of term loans, (the “Tranche A Term Loans” and the “Tranche B Term Loans”); (ii) have the Tranche A Term Loans, including the interest rate swap settlement payment described in item (iii) equal $1.4 billion and the Tranche B Term Loan equal $300 million; (iii) include an amount in the repayment of the liability owing upon termination of the Partnership’s interest rate swaps in October 2008 of $111.4 million as part of the Tranche A Term Loan.

On April 27, 2010, the Tranche A Term Loans were repaid from proceeds under the FY10 First Lien Loans, the FY10 Second Lien Loans and the Third Lien Loan.

The Tranche B Term Loans had a maturity date of April 24, 2015 and were extended to June 4, 2019 on December 4, 2012. The Tranche B Term Loans bear interest at 20% per annum; however no interest payments are to be made and interest is accrued and compounded monthly until the FY13 Lien Loans are repaid. The Tranche B Term Loans are subordinate to the FY13 Lien Loans and the Third Lien Loan for the purpose of security.

In addition, on October 23, 2008, the Partnership through its subsidiaries entered into a loan agreement with affiliates to borrow $100 million (the “Affiliate Loan”). The Affiliate Loan had a maturity date of October 22, 2013 and was extended to June 4, 2019 on December 4, 2012. It bears interest at 20% per annum; however no interest payments are to be made and interest is accrued and compounded monthly until the FY13 Lien Loans are repaid. The Affiliate Loan is subordinated to all obligations under the FY13 Lien Loans and the Third Lien Loan and is currently unsecured but may, at the option of the lender, be subject to the same security as the Tranche B Term Loan.

The Partnership capitalized $29.2 million in connection with the Second Amendment to deferred costs and other on the consolidated balance sheets. These costs are amortized using the straightline method, which approximates the effective interest method, over the remaining term ($2.1 million remaining as of June 30, 2013).

The amounts due to affiliates comprising the Tranche B Term Loans and the Affiliate Loans aggregating $1 billion as of June 30, 2013 must be repaid on June 4, 2019 unless there is an amount outstanding under the Third Lien Loan, in which case they are extended until 2020. The Third Lien Loan, with a balance of $330 million as of June 30, 2013, must be repaid on June 4, 2019, but is automatically extended to June 4, 2020 if balances are outstanding under the FY13 Lien Loans.

F-28

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

The Partnership was in compliance with the covenants of the Tranche B Term Loans and the Affiliate Loan at June 30, 2013.

On December 4, 2012, the Partnership entered into a credit agreement with Goldman Sachs Lending Partners LLC and UBS Securities LLC (“First Lien Credit Agreement”) to secure a $55.0 million letter of credit facility and a $20.0 million revolving line of credit. The extensions of credit on the revolving facility may be made in the form of loans or letters of credit. The Partnership is required to adhere to certain operating and financial covenants including a minimum interest coverage ratio and a total secured debt leverage ratio.

The annual interest rate for cash borrowings and letter of credit issuances under this agreement ranges from 4.5% to 7.0%.

The Partnership agrees to pay an annual commitment fee to Goldman Sachs Lending Partners LLC equal to 0.5% of the unused revolving line of credit and unused letter of credit facility up to $5.0 million from December 4, 2012 through December 4, 2017 plus 5.75% of the amount in excess of $5.0 million. Pursuant to the terms of the agreement, any outstanding obligations under the line of credit are secured by substantially all of the Partnership’s assets. As of June 30, 2013, the Partnership had letters of credit outstanding totaling $52.4 million. There have been no cash borrowings against the revolving line of credit since it was established.

The Partnership recorded gross interest expense of $304.4 million, $331.8 million and $335.0 million in the consolidated statements of operations for the years ended June 30, 2011, 2012 and 2013, respectively, of which $7.9 million, $5.5 million and $5.0 million was amortization of deferred financing costs.

In October 2006, the Partnership entered into interest rate swap contracts to minimize the impact of changes in interest rates on its cash flows for certain of the Partnership’s floating bank rates and other indebtedness. The outstanding swap contracts were terminated on October 11, 2008. The fair value of the swap contracts on conversion at October 11, 2008 was a liability of $111.4 million. The terminated swap liability recorded in accumulated other comprehensive income is being recognized periodically as an adjustment to interest expense consistent with hedge accounting principles. The portion included in interest expense in the consolidated statements of operations for the years ended June 30, 2011, 2012 and 2013 was $9.2 million, $5.6 million and $3.9 million, respectively.

F-29

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

(11) Fair Value Measurements

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy, which is described below, prioritizes the inputs used in measuring fair value:

• Level 1 – Quoted prices for identical instruments in active markets.

• Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations, in which all significant inputs are observable in active markets.

• Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

A summary of the carrying amount and fair value of the Partnership’s financial instruments for which there is a difference between carrying value and fair value is as follows (in thousands):

	June 30, 2012				June 30, 2013
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt	$	699,674	$	542,183	$	563,753	$	544,717

The Partnership’s debt is recorded at cost and is not actively traded. Fair value is estimated based on discounted future contractual cash flows and a market interest rate based on published corporate borrowing rates for debt instruments with similar terms and average maturities, with adjustments for credit risk. Accordingly, the Partnership’s debt is classified within Level 3 of the fair value hierarchy. The fair value of debt does not represent the amounts that will ultimately be paid upon the maturities of the loans. Due to the debt terms received from affiliates, the Partnership has determined that it is not practicable to estimate the fair value of the notes payable to affiliates because of the lack of market comparable terms and the inability to estimate the fair value without incurring excessive cost.

(12) Partnership Units

Intrawest Cayman G.P. Ltd is owned indirectly by funds managed by the limited partners. The Partnership’s capital accounts are comprised of 100% limited partner interests. The limited partners have limited rights of ownership as provided for under the partnership agreement, and the right to participate in distributions as determined by the general partner. The general partner manages the Partnership’s operations.

The Partnership receives annual distributions from Fortress, which are recorded as capital contributions in Partners’ deficit on the consolidated balance sheets. Amounts received in 2011, 2012 and 2013 were $6.6 million, $3.4 million and $6.7 million, respectively. The Partnership and its subsidiaries have no obligation to repay Fortress for such payments.

(13) Unit-Based Compensation Plans

In June 2007, the Partnership introduced an equity based compensation plan for eligible executives and authorized 53,100 partnership units to be awarded under the plan. Plan participants receive awards based on the country in which they live. Those awards can be converted into Partnership units upon exercise.

For Canadian participants, options are granted to acquire shares in a subsidiary of IULC. They have an exercise price of $.01 and vest over a four or five year period. For the four-year vesting term, one-third vests after each of years two, three and four. For the five-year vesting term, one-third vests after each of years three, four and five. The weighted average grant date fair value of the options granted was $62 for the year ended June 30, 2011. There were no grants in the years ended June 30, 2012 or 2013.

For U.S. participants, restricted units are granted in US Holdings. These grants vest over a five-year period, with one-third vesting after each of years three, four and five.

F-30

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

As of June 30, 2013, there are no options outstanding and all restricted units have vested. 33,298 options and restricted units remain available for grant and 4,300 Partnership units have been issued from conversion of exercised options or vested restricted units (300 units in fiscal year 2011, 2,000 units in fiscal year 2012 and 2,000 units in fiscal year 2013). As of June 30, 2013, no Canadian or U.S. awards are eligible to be converted to Partnership units and all other awards have been forfeited.

Total compensation expense associated with these awards recognized in operating expenses in the statements of operations was $1.9 million, $0.6 million and $0.3 million in each of fiscal years ended June 31, 2011, 2012 and 2013, respectively. No tax benefit was recognized in any year associated with the grants.

(14) Income Taxes

(a) The consolidated income tax (benefit) expense from continuing operations attributable to the Partnership’s tax-paying entities is as follows (in thousands):

	Year Ended June 30,
	2011			2012			2013
Income taxes:
Current	$	8,733		$	(3,034	)	$	2,553
Deferred		(2,178	)		(2,802	)		(26,169	)
	$	6,555		$	(5,836	)	$	(23,616	)

Income tax (benefit) expense of the following components are as follows (in thousands):

	Year Ended June 30,
	2011			2012			2013
Current income taxes:
United States	$	5,833		$	(5,987	)	$	173
Foreign		2,900			2,953			2,380
Total current income tax (benefit) expense		8,733			(3,034	)		2,553
Deferred income taxes:
United States		—			—			—
Foreign		(2,178	)		(2,802	)		(26,169	)
Total deferred income tax benefit		(2,178	)		(2,802	)		(26,169	)
Total income tax (benefit) expense	$	6,555		$	(5,836	)	$	(23,616	)

(b) The reconciliation of income taxes calculated at the statutory rate to the actual income tax (benefit) provision is as follows (in thousands):

	Year Ended June 30,
	2011			2012			2013
Income tax charge at statutory rate	$	(151,660	)	$	(104,807	)	$	(100,504	)
State tax		(9,611	)		(13,447	)		(5,742	)
Nondeductible impairments and expenses		50,093			(57,059	)		(11,662	)
Alternative minimum and other		11,331			(347,028	)		502
Changes in tax laws and rates		1,021			15,383			(3,653	)
Foreign taxes less than statutory rate		(2,116	)		—			—
Unrecognized tax assets		107,497			501,122			97,443
(Benefit) provision for taxes	$	6,555		$	(5,836	)	$	(23,616	)

The statutory rate is the blended rate for the jurisdictions in which the Partnership has operations. For the years ended June 30, 2011, 2012 and 2013, this rate was 31.2%, 30.7% and 31.4% respectively.

F-31

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

(c) The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and future tax liabilities as of June 30, 2012 and 2013 are presented below (in thousands):

	June 30,
	2012			2013
Deferred tax assets:
Real estate held for development	$	39,562		$	37,931
Loss carryforwards		1,529,322			1,637,099
Differences in working capital deductions for tax and accounting purposes		17,474			18,311
Bank and other indebtedness		11,164			22,983
Intangible assets		10,153			8,795
Investments		4,480			7,539
Property, plant and equipment		21,081			1,413
Other		31,159			13,997
Total gross deferred tax assets		1,664,395			1,748,068
Valuation allowance		(1,657,309	)		(1,737,756	)
Net deferred tax assets		7,086			10,312
Deferred tax liabilities:
Property, plant and equipment		26,709			1,980
Intangible assets		6,576			8,363
Total gross deferred tax liabilities		33,285			10,343
Net deferred tax liabilities	$	26,199		$	31

As of June 30, 2012 and 2013, net deferred tax liabilities of $26.2 million and $31,000, respectively, are classified as deferred income taxes on the consolidated balance sheets. The deferred tax liability is noncurrent and there is no current asset due to the valuation allowance.

The reduction in the net deferred tax liability from June 30, 2012 is primarily the result of the restructuring of certain operations in Canada due to regulatory requirements. As a result of this restructuring, a significant portion of the previous deferred tax liability is now offset by the existing deferred tax asset at the parent company.

(d) The Partnership has noncapital loss carryforwards for income tax purposes of approximately $3.7 billion and $4.0 billion as of June 30, 2012 and 2013, respectively, that are available to offset future taxable income and will expire in varying amounts over the next 20 years.

There are capital loss carryforwards for United States income tax purposes of approximately $94.8 million at June 30, 2012 and 2013 that are available to offset future capital gains in the United States and will expire after 2015. The Partnership’s net operating loss carryforwards pertaining to federal, state and foreign jurisdictions and will primarily expire after 2024 are as follows (in thousands):

	June 30,
	2012		2013
United States	$	1,198,763	$	1,373,405
Canada		461,318		505,177
Europe		2,012,105		2,140,920
	$	3,672,186	$	4,019,502

F-32

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

The amount of loss carryforwards reflect the Partnership’s best estimate and are subject to final determination by the taxing authorities. The accumulated losses in Europe are an aggregate of nonoperating losses, which have arisen primarily as a result of recording impairments of the Partnership’s investments in its subsidiaries based on book values as an estimate of fair values as required by the appropriate European accounting and tax authorities. These losses do not expire.

The Partnership believes that uncertainty exists with respect to the future realization of the loss carryforwards and a full valuation allowance has been established for the net operating loss carryforwards. The Partnership estimates that it is not more likely than not that the benefit of these losses will be utilized prior to their expiry date.

(e) The Partnership or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various states, Canada federal jurisdiction and various provinces, and foreign jurisdictions. With few exceptions, the Partnership is no longer subject to federal, state and local examinations by the tax authorities in most jurisdictions for years before June 30, 2007. Various other authority reviews are ongoing, which do not have a material impact on the Partnership’s financial statements.

The Partnership adopted the provisions for accounting for uncertainty in income taxes on July 1, 2011. A reconciliation of the beginning and the ending amount of unrecognized tax benefits is as follows (in thousands):

	2012			2013
Balance as of July 1	$	22,536		$	19,184
Additions based on tax positions related to the current year		—			293
Additions for tax positions of prior years		2,017			2,716
Reductions for tax positions of prior years		(5,369	)		(355	)
Balance as of June 30	$	19,184		$	21,838

The total balance of unrecognized tax benefits as of June 30, 2013, if recognized, would reduce income tax expense by $2.6 million. The balance of the unrecognized tax benefits would not impact the annual effective tax rate to the extent the Partnership continued to apply a valuation allowance against its net deferred tax assets.

The Partnership had accrued interest and penalties of $2.4 million and $2.6 million as of June 30, 2012 and 2013, respectively, which are included in accounts payable and accrued liabilities on the consolidated balance sheets. For the year ended June 30, 2012 the Partnership recovered approximately $2.7 million in interest and penalties. For the year ended June 30, 2013, the Partnership recognized approximately $0.2 million in interest and penalties.

Included in the balance as of June 30, 2013 are $0.3 million of tax positions, which the Partnership expects will change within 12 months due to settlement or expiration of statute of limitations.

(15) Pension Plans

The Partnership has three closed noncontributory defined benefit pension plans, one registered and two nonregistered, covering certain of its executives, the majority of which are no longer employees of the Partnership. In addition to these plans, one of the Partnership’s mountain resorts has two defined benefit pension plans covering certain employees. There are no additional service costs to the Partnership on any of the plans.

F-33

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

The following details the underfunded status of the defined benefit plans and the associated amounts recognized in the consolidated balance sheets as of June 30, 2012 and 2013 (in thousands):

	Executive plans						Employee plans
	2012			2013			2012			2013
Benefit obligation at beginning of year	$	38,173		$	38,771		$	9,225		$	10,827
Interest cost		1,866			1,716			446			419
Participant contributions		—			—			1,587			—
Actuarial (gains) losses		3,083			1,204			—			251
Benefits paid		(2,303	)		(2,319	)		(431	)		(680	)
Foreign currency translation		(2,048	)		(1,269	)		—			—
Benefit obligation at end of year	$	38,771		$	38,103		$	10,827		$	10,817

	Executive plans						Employee plans
	2012			2013			2012			2013
Fair value of plan assets at beginning of year	$	11,925		$	9,736		$	6,642		$	6,730
Actual return of assets		231			170			392			(404	)
Employer contributions		648			346			434			485
Actuarial gains (losses)		(52	)		(117	)		(306	)		742
Benefits paid		(2,303	)		(2,319	)		(432	)		(680	)
Foreign currency translation		(713	)		(226	)		—			—
Fair value of plan assets at end of year	$	9,736		$	7,590		$	6,730		$	6,873

	Executive plans				Employee plans
	2012		2013		2012		2013
Net liability recognized on the consolidated balance sheets	$	29,036	$	30,513	$	4,096	$	3,943

The net liability of all the plans is included in other long-term liabilities on the consolidated balance sheets.

The Partnership has issued letters of credit aggregating $39.6 million and $39.5 million as of June 30, 2012 and 2013, respectively, as security for its obligations under the executive plans.

Pension plans with an accumulated benefit obligation in excess of plan assets are as follows (in thousands):

	Year Ended June 30,
	2011		2012		2013
Projected benefit obligation	$	47,398	$	49,598	$	48,920
Fair value of plan assets		18,567		16,466		14,463

The Partnership expects to contribute $0.6 million to the pension plans in fiscal year 2014.

F-34

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

The following details the amounts recognized in other comprehensive income (loss) for the years ended June 30, 2012 and 2013 (in thousands):

	Executive plans						Employee plans
	2012			2013			2012			2013
Cumulative amounts recognized in accumulated other comprehensive income (loss) before tax consists of:
Actuarial loss	$	6,043		$	6,860		$	3,703		$	3,591
Net actuarial loss	$	3,135		$	1,322		$	1,893		$	318
Foreign currency translation		(103	)		(241	)		—			—
Amortization of net actuarial loss		(128	)		(264	)		(108	)		(430	)
Net loss (gain) recognized in other comprehensive income (loss) before tax	$	2,904		$	817		$	1,785		$	(112	)

The actuarial losses included in accumulated other comprehensive income and expected to be recognized in net periodic pension cost during fiscal year 2014 are $0.6 million. There are no prior service costs.

The following details the components of net pension expense, recorded in operating expense in the consolidated statements of operations, and the underlying assumptions for the defined benefit plans for the years ended June 30, 2011, 2012 and 2013 (in thousands):

	Executive plans									Employee plans
	2011			2012			2013			2011			2012			2013
Components of pension expense:
Interest cost	$	1,862		$	1,866		$	1,716		$	471		$	446		$	419
Expected return on plan assets		(253	)		(231	)		(171	)		(409	)		(392	)		(404	)
Actuarial loss		28			128			264			153			109			251
Settlement loss		—			—			—			189			—			178
Total pension expense	$	1,637		$	1,763		$	1,809		$	404		$	163		$	444

	Executive plans						Employee plans
	2012			2013			2012			2013
Weighted average assumptions used:
Discount rate		4.5	%		4.3	%		4.0	%		4.4	%
Expected rate of return on plan assets		1.9	%		2.0	%		6.1	%		6.0	%

The discount rate assumption used to determine the obligations of the Executive plans at the measurement date of June 30, 2013 was based on market yields on high quality corporate bonds in Canada, which was provided by PC Bond Analytics. The hypothetical yield curve is made up of AA rated corporate bonds. The average timing of benefit payments was compared to average timing of cash flows from the long-term bonds to assess potential timing adjustments. The resulting discount rate was 4.3% as of June 30, 2013.

The discount rate assumption used to determine the obligations of the Employee plans at the measurement date of June 30, 2013 was based on the Hewitt Top Quartile (HTQ) curve, which was designed by Hewitt Associates to provide a means for plan sponsors to value the liabilities of the pension plans or postretirement benefit plans. The HTQ curve is a hypothetical AA yield curve represented by a series of annualized individual discount rates. Each bond issue underlying the HTQ curve is required to have a rating of AA or better by Moody’s Investor Service, Inc. or a rating AA or better by Standard & Poor’s. The average timing of benefit payments was compared to average timing of cash flows from the long-term bonds to assess potential timing adjustments. The resulting discount rate was 4.4% as of June 30, 2013.

F-35

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

The expected long-term rate of return for the executive pension plan employs a building block approach based on historical markets and historical relationship between equities and fixed income investments. Current market factors are also evaluated.

The expected long-term rate of return for the employee pension plan is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The return is based exclusively on historical returns, without adjustments.

(a) Plan assets

The asset allocation of the Partnership’s pension benefits as of June 30, 2012 and 2013, the dates of the actuarial valuations, was as follows (in thousands):

	Executive plans						Employee plans
	2012			2013			2012			2013
Equity securities		3	%		5	%		45	%		46	%
Fixed income securities		10	%		11	%		52	%		52	%
Cash		87	%		84	%		3	%		2	%

The market value of the Partnership funded assets of the executive plans as of June 30, 2012 was $9.7 million, of which $5.6 million was in a noninterest bearing refundable tax account held by the Receiver General of Canada. At June 30, 2013, the market value was $7.6 million, of which $4.4 million was held by the Receiver General of Canada.

The defined benefit plans employ a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of plan liabilities and plan funded status. The investment portfolio contains a diversified blend of equity and fixed income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value, and small and large capitalizations. Investment risk and surplus risk (i.e., plan assets minus plan liabilities) are measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements and periodic asset/liability studies.

(b) Fair value of plan assets:

The following tables present information about the fair value of pension plan assets as of June 30, 2012 (in thousands):

	Fair value hierarchy
	Total		Level 1		Level 2		Level 3
Executive Plans:
Cash and cash equivalents:
Cash(1)	$	2,812	$	2,812	$	—	$	—
Restricted cash(2)		5,593		5,593		—		—
Equity Securities:
Canadian equity pooled funds(3)		1,332		—		1,332		—
Total	$	9,737	$	8,405	$	1,332	$	—

F-36

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

	Fair value hierarchy
	Total		Level 1		Level 2		Level 3
Employee Plans:
Cash and cash equivalents(4)	$	229	$	229	$	—	$	—
Equity securities:
Large Cap growth funds(5)		1,340		1,340		—		—
Large Cap value funds(6)		918		918		—		—
Small Cap funds(7)		306		306		—		—
International equities(8)		453		453		—		—
Fixed income securities:
Total return bond funds(9)		3,484		3,484		—		—
Total	$	6,730	$	6,730	$	—	$	—

The following tables present information about the fair value of pension plan assets as of June 30, 2013 (in thousands):

	Fair value hierarchy
	Total		Level 1		Level 2		Level 3
Executive plans:
Cash and cash equivalents:
Cash (1)	$	2,006	$	2,006	$	—	$	—
Restricted cash (2)		4,404		4,404		—		—
Equity Securities:
Canadian equity pooled funds (3)		1,180		—		1,180		—
Total	$	7,590	$	6,410	$	1,180	$	—

	Fair value hierarchy
	Total		Level 1		Level 2		Level 3
Employee plans:
Cash and cash equivalents(4)	$	142	$	142	$	—	$	—
Equity securities:
Large Cap growth funds(10)		663		168		495		—
Large Cap value funds(11)		481		—		481		—
Large Cap blend funds(12)		816		—		816		—
Small Cap funds(13)		131		—		131		—
Mid Cap funds(14)		416		—		416		—
International equities(15)		675		413		262		—
Fixed income securities:
Total return bond funds(9)		3,548		1,791		1,757		—
Total	$	6,872	$	2,514	$	4,358	$	—

(1) This category is cash held in Canadian dollars used to pay benefits and the fair value is the carrying amount.

(2) This category includes funds that are held in a non-interest bearing refundable tax account by the Receiver General of Canada.

(3) This category includes investments in pooled funds that invest in diversified portfolio of equity securities of Canadian companies. The funds are benchmarked against the S&P/TSX Total Return index.

(4) This category includes investments in short term U.S. denominated money market instruments of domestic and foreign issuers. The fund is benchmarked to Lipper Institutional Money Market Funds Average and the Citigroup 3-months T-bill.

(5) This category includes investments with the aim to achieve long-term capital appreciation. The funds invest at least 80% of the funds’ net assets in equity securities of large capitalization companies and up to 25% of the funds’ total assets in equities of foreign issuers through ADRs and similar investments. The funds are benchmarked to the Russell 1000 Growth index.

F-37

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

(6) This category includes investments with the aim to achieve capital appreciation by investing primarily in equity securities of undervalued, high quality companies with larger market capitalizations. The funds are benchmarked to the Russell 1000 Value index.

(7) This category includes investments with the aim to achieve long-term capital appreciation. The funds invest at least 80% of the funds’ net assets in equity securities of U.S. small-cap companies and may invest up to 25% of the funds’ net assets in foreign securities or derivatives including futures contracts, options and swaps and exchange traded funds. The funds are benchmarked to the Russell 2000 Growth and Value index.

(8) This category includes investments with the aim to achieve long-term total return, principally from growth of capital. The funds invest no less than 65% of the funds’ assets primarily in common and preferred stocks of foreign companies, including those located in emerging market countries. Companies in the funds’ portfolio generally have market capitalizations in excess of $1 billion at the time of purchase. The funds are benchmarked to the MSCI EAFE index.

(9) This category of funds seeks total return, consisting of income and capital appreciation. Under normal circumstances, the funds invest in at least 80% of its net assets in investment-grade bonds or fixed grade income securities, up to 25% of the funds’ total assets in asset-backed securities, and up to 20% of the funds’ total assets in U.S. dollar denominated debt securities of foreign issuers. The funds are benchmarked to the Barclays Capital U.S. Aggregate Bond index.

(10) This category includes investments in pooled funds with the aim to achieve capital appreciation by investing primarily in equity securities of all market capitalizations, including high quality companies with larger market capitalizations. The funds are benchmarked to the Russell 1000 Value index and the Russell 3000 Growth index.

(11) This category includes investments in pooled funds with the aim to achieve long-term capital appreciation by investing in the common stocks of well-established companies. The funds invest a majority of the fund’s net assets in equity securities of large capitalization companies and may also invest assets in equities of foreign issuers through ADRs and similar investments. The funds are benchmarked to the Russell 1000 Value index.

(12) This category includes investments in pooled funds with the aim to achieve capital appreciation by investing primarily in equity securities of companies that compose the S&P 500 index. The funds are benchmarked to the S&P 500 index.

(13) This category includes investments in pooled funds with the aim to achieve long-term capital appreciation. The funds invest a majority of the fund’s net assets in equity securities of U.S. small-cap companies and may also invest its net assets in foreign securities or derivatives including futures contracts, options and swaps and exchange traded funds. The funds are benchmarked to the Russell 2000 Growth and Value index.

(14) This category includes investments in pooled funds with the aim to achieve capital appreciation by investing primarily in equity securities of companies that compose the S&P mid-cap 400 index. The funds are benchmarked to the S&P 400 mid-cap index.

(15) This category includes investments in pooled funds with the aim to achieve long-term total return, principally from growth of capital. The funds invest primarily in common and preferred stocks of foreign companies, including those located in emerging market countries. The majority of the funds’ net assets are invested in stocks of international companies that fall within the market capitalization of the MSCI EAFE index. The funds are benchmarked to the MSCI EAFE index.

Transfers between levels of the fair value hierarchy are recognized at the end of the fiscal year, which generally coincides with the Partnership’s valuation process. In the year ended June 30, 2013, $4.4 million of pension assets, classified as Level 1 as of June 30, 2012, were liquidated from certain investments and reinvested in pooled fund investments, which were classified as Level 2 assets as of June 30, 2013.

(c) Cash flows:

As of June 30, 2013, the expected benefit payments for the next 10 years before discounting are as follows (in thousands):

	Executive plans		Employee plans
2014	$	2,260	$	1,200
2015		2,249		1,094
2016		2,246		925
2017		2,311		885
2018		2,379		938
2019 – 2023		11,815		3,676

The expected benefit payments above are based on the same assumptions used to measure the Partnership’s benefit obligation as of June 30, 2013.

F-38

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

(16) Related Party Transactions

The Partnership had notes payable to affiliates (the Third Lien Loans, the Tranche B Term Loans and the Affiliate Loan) with principal balances of $583.8 million and $597.0 million, and accrued interest of $525.2 million and $761.7 million, as of June 30, 2012 and 2013, respectively. Per the loan agreements, the Partnership accrues interest related to these loans ranging from 15.6% to 20%. In the case of the Third Lien Loans, interest payments will not be made until maturity. In the case of the Tranche B Term Loans, interest payments will not be made until the FY13 Lien Loans and the Third Lien Loan are repaid. In the case of the Affiliate Loan, interest payments will not be made until the FY13 Lien Loans, the Third Lien Loan and the Tranche B Term Loans are repaid.

The Partnership had a receivable due from A&K with a principal balance of $5.5 million and accrued interest of $0.5 million and $0.8 million as of June 30, 2012 and 2013, respectively. Interest accrues monthly at an annually adjusted rate based on LIBOR + 1%. The principal and accrued interest is due upon maturity, which is December 31, 2014.

(17) Discontinued Operations

The Partnership has classified all operations meeting specified criteria as discontinued operations in the consolidated statements of operations. These discontinued operations represent the disposal of non-core mountain resorts, lodging, and golf operations sold during the year ended June 30, 2011.

There were no significant operations disposed of during the years ended June 30, 2012 or 2013.

Loss from discontinued operations and the results of the loss relating to discontinued operations for the year ended June 30, 2011 are as follows (in thousands):

	Year Ended June 30, 2011
Revenue:
Copper Mountain	$	—
Panorama		—
Sandestin Golf & Beach Resort		—
Mountain Creek		—
Napa		1,805
Other		248
Revenue	$	2,053

F-39

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

	Year Ended June 30, 2011
Loss from discontinued operations, net of income taxes:
Copper Mountain	$	(289	)
Panorama		230
Sandestin Golf & Beach Resort		(1,494	)
Mountain Creek		(46	)
Napa		(469	)
Other		(651	)
Loss from discontinued operations, net of income taxes of $0		(2,719	)
Loss on sale of discontinued operations, net of income tax expense:
Copper Mountain		(197	)
Panorama		(1,399	)
Sandestin Golf & Beach Resort		(52	)
Mountain Creek		(57	)
Napa		(2,208	)
Other		163
Loss on sale of discontinued operations, net of income tax expense of $0		(3,750	)
Loss from discontinued operations	$	(6,469	)

F-40

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

(18) Segment Information

The Partnership currently manages and reports operating results through three reportable segments: Mountain, Adventure and Real Estate. The Mountain segment includes the operations of the Partnership’s mountain resorts and related ancillary activities, comprising Steamboat, Winter Park, Mont Tremblant, Stratton, Snowshoe, as well as our 50% interest in Blue Mountain. The Adventure segment comprises CMH, which provides heli-skiing, mountaineering and hiking adventures, and our ancillary aviation services, which include fire suppression and maintenance and repair of aircraft. The Real Estate segment includes our core real estate development activities, as well as our real estate management, marketing and sales activities, including our vacation club business, management of condominium hotel properties, and sale of real estate. Each of the Partnership’s reportable segments, although integral to the success of the others, offers distinctly different products and services and requires different types of management focus. As such, these segments are managed separately. In deciding how to allocate resources and assess performance, the Partnership’s Chief Operating Decision Maker (“CODM”) regularly evaluates the performance of its reportable segments on the basis of revenues and segment Adjusted EBITDA. We also evaluate segment Adjusted EBITDA as a key compensation measure. The compensation committee determines the annual variable compensation for certain members of our management team based, in part, on Adjusted EBITDA or segment Adjusted EBITDA. Segment Adjusted EBITDA assists us in comparing our segment 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.

Our reportable segment measure of Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income (loss) or other measures of financial performance or liquidity derived in accordance with GAAP. Segment Adjusted EBITDA may not be comparable to similarly titled measures of other companies because other entities may not calculate segment Adjusted EBITDA in the same manner. We define Adjusted EBITDA as net income (loss) attributable to Intrawest Cayman L.P. before interest expense, net (excluding interest income earned from receivables related to our IRCG operations), income tax benefit or expense, and depreciation and amortization, further adjusted to exclude certain items, including, but not limited to: (i) impairments of goodwill, real estate and long-lived assets; (ii) gains and losses on asset dispositions; (iii) earnings and losses from equity method investments; (iv) gains and losses from disposal of equity method investments; (v) gains and losses on extinguishment of debt; (vi) other income or expense; (vii) earnings and losses attributable to noncontrolling interest; (viii) discontinued operations, net of tax; and (ix) other items, which include revenue and expenses of our legacy and other non-core operations, restructuring charges and associated severance expenses, non-cash compensation and other items. For purposes of calculating Adjusted EBITDA, we also add back to net loss attributable to Intrawest Cayman L.P. our pro rata share of EBITDA related to equity method investments included within our reportable segments and we remove from Adjusted EBITDA the Adjusted EBITDA attributable to noncontrolling interests within our reportable segments. Asset information by segment, except for capital expenditures as shown in the table below, is not included in reports used by our CODM in its monitoring of our performance and, therefore, is not disclosed.

F-41

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

Segment Adjusted EBITDA for all periods presented has been calculated using this definition. The following table presents revenues and Adjusted EBITDA for our reportable segments, reconciled to consolidated amounts (in thousands):

	Year Ended June 30,
	2011			2012			2013
Revenues:
Mountain	$	322,194		$	310,765		$	339,003
Adventure		96,693			109,496			113,622
Real Estate		61,165			61,439			64,726
Total reportable segment revenues		480,052			481,700			517,351
Legacy, non-core and other revenues(1)		79,471			31,747			7,056
Total revenues	$	559,523		$	513,447		$	524,407
Segment Adjusted EBITDA
Mountain(2)		69,805			66,051			72,353
Adventure(3)		15,563			16,151			19,740
Real Estate(4), (5)		9,002			9,855			13,167
Total Segment Adjusted EBITDA		94,370			92,057			105,260
Legacy and other non-core expenses, net(6)		(19,707	)		(13,762	)		(12,878	)
Other operating expenses(7)		(4,039	)		(4,989	)		(4,416	)
Depreciation and amortization		(76,371	)		(57,655	)		(58,342	)
Impairment of long-lived assets		(12,140	)		(782	)		(143	)
Impairment of real estate		(73,230	)		(8,137	)		(1,052	)
Goodwill impairment		(64,097	)		(3,575	)		—
Loss on disposal of assets		(26,196	)		(9,443	)		(12,448	)
Interest income(5)		4,390			2,814			1,827
Interest expense on third party debt		(143,463	)		(135,929	)		(98,437	)
Interest expense on notes payable to affiliates		(160,943	)		(195,842	)		(236,598	)
Earnings (loss) from equity method investments(8)		8,299			538			(5,147	)
Pro rata share of EBITDA related to equity method investments(2), (4)		(10,334	)		(8,393	)		(8,932	)
Adjusted EBITDA attributable to noncontrolling interest(3)		—			—			1,232
Gain on disposal of equity method investments		—			—			18,923
Loss on extinguishment of debt		—			—			(11,152	)
Other income (expense), net		(2,021	)		1,199			1,973
Income tax benefit (expense)		(6,555	)		5,836			23,616
Discontinued operations, net of tax		(6,469	)		—			—
Loss (earnings) attributable to noncontrolling interest		(361	)		—			757
Net loss attributable to Intrawest Cayman L.P.	$	(498,867	)	$	(336,063	)	$	(295,957	)

(1) Other revenues represent legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. It includes legacy real estate asset sales, non-core retail revenues and revenues from management of non-core commercial properties. For the year ended June 30, 2011, it also includes $38.6 million of revenue from operations of Whistler Blackcomb Holdings, Inc. prior to its divestiture in November 2010.

(2) Includes our pro rata share of EBITDA from our equity method investment in Blue Mountain Resorts Limited, which is regularly reviewed by our CODM. Our pro rata share of EBITDA represents our share of EBITDA from the equity method investment based on our economic ownership percentage.

F-42

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

(3) Adventure segment Adjusted EBITDA excludes Adjusted EBITDA attributable to noncontrolling interest.

(4) Includes our pro rata share of EBITDA from our equity method investments in Mammoth Hospitality Management, LLC, and Chateau M.T. Inc., which are regularly reviewed by our CODM. Our pro rata share of EBITDA represents our share of EBITDA from these equity method investments based on our economic ownership percentage.

(5) Real Estate segment Adjusted EBITDA includes interest income earned from receivables related to our IRCG operations, in the amount of $4.8 million, $4.7 million and $4.8 million for the years ended June 30, 2011, 2012 and 2013, respectively. Interest income reflected in the reconciliation excludes the interest income earned from receivables related to our IRCG operations.

(6) Represents revenue and expenses of our legacy and other non-core operations that are not reviewed regularly by our CODM to assess performance and make decisions regarding the allocation of resources. Revenues and expenses related to legacy and other non-core operations include the results of Whistler Blackcomb prior to its divestiture in November 2010, income (loss) from the equity method investment in MMSA Holdings Inc., retail operations not located at the Partnership’s properties and management of non-core commercial properties owned by third parties. For the year ended June 30, 2011, it includes the net loss from operations of Whistler Blackcomb prior to its divestiture in November 2010 of $12.5 million. It also includes legacy litigation consisting of claims for damages related to alleged construction defects, purported disclosure violations and allegations that we failed to construct planned amenities.

(7) Includes non-cash compensation, restructuring charges relating to Alpine Helicopters and moving our corporate office from Vancouver, British Columbia to Denver, Colorado and the associated severance expense.

(8) Represents the earnings (loss) from our equity method investments, including: Blue Mountain Resort Limited, Chateau M.T. Inc., Mammoth Hospitality Management, LLC, MMSA Holdings, Inc., and Whistler Blackcomb Holdings, Inc.

The following table presents capital expenditures for our reportable segments, reconciled to consolidated amounts (in thousands):

	Year Ended June 30,
	2011		2012		2013
Capital Expenditures
Mountain	$	17,782	$	16,710	$	15,742
Adventure		6,085		4,844		3,098
Real Estate		1,960		1,404		3,092
Total segment capital expenditures	$	25,827	$	22,958	$	21,932
Corporate and other		1,740		7,103		7,747
Total capital expenditures	$	27,567	$	30,061	$	29,679

Geographic Data

Information about the Partnership’s revenues by geographic region for the years ended June 30, 2011, 2012 and 2013 is as follows (in thousands):

	Year Ended June 30,
	2011		2012		2013
Revenues:
United States	$	293,884	$	280,090	$	306,084
International		265,639		233,357		218,323
Revenues	$	559,523	$	513,447	$	524,407

F-43

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

(19) Loss per Unit

Loss per unit attributable to limited partners is based on the weighted average number of limited partner units outstanding during each period. For the years ended June 30, 2011, 2012 and 2013, there were no potentially dilutive units. The following table sets forth the computation of the Partnership’s basic and diluted earnings per unit attributable to limited partners (in thousands, except unit and per unit data):

	Year Ended June 30,
	2011			2012			2013
Basic and diluted earnings per unit computation:
Numerator:
Loss from continuing operations	$	(492,037	)	$	(336,063	)	$	(296,714	)
Loss (earnings) attributable to noncontrolling interests		(361	)		—			757
Loss from continuing operations attributable to Intrawest Cayman LP	$	(492,398	)	$	(336,063	)	$	(295,957	)
Denominator:
Weighted average units outstanding, basic and diluted		1,348,253			1,348,412			1,350,412
Basic and diluted loss per unit from continuing operations attributable to Intrawest Cayman L.P.	$	(365.21	)	$	(249.23	)	$	(219.16	)
Basic and diluted loss per unit from discontinued operations		(4.80	)		—			—
Basic and diluted loss per unit from net loss attributable to limited partners	$	(370.01	)	$	(249.23	)	$	(219.16	)

(20) Commitments and Contingencies

Commitments

(a) The Partnership holds forestry licenses and land leases with respect to certain of its resort operations. These leases expire at various times between 2012 and 2051 and provide for annual payments generally in the range of 2% of defined gross revenues. Payments for forestry licenses and land leases for the years ended June 30, 2011, 2012 and 2013 were $2.5 million, $2.6 million and $2.4 million, respectively.

(b) The Partnership has estimated costs to complete property, plant and equipment as of June 30, 2013 of $2.0 million.

(c) In addition to the forestry licenses and land leases described in (a) above, the Partnership has entered into other operating lease commitments, payable as follows (in thousands):

2014	$	11,568
2015		8,487
2016		5,182
2017		4,457
2018		2,926
Thereafter		7,094
	$	39,714

Total operating lease payments recorded in operating expenses in the consolidated statements of operations for the years ended June 30, 2011, 2012 and 2013 were $19.9 million, $17.9 million and $15.1 million, respectively.

Contingencies

(d) The Partnership has issued letters of credit at June 30, 2012 and 2013 of $57.2 million and $52.4 million, respectively, mainly to secure its commitments under self-insurance claims and the executive pension plans. At June 30, 2012, the letters of credit were secured by cash on deposit, which is classified in restricted cash on the consolidated balance sheets.

F-44

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

(e) The Partnership and its subsidiaries are involved in various lawsuits arising in the ordinary course of business. In addition, the Partnership’s pre-2010 legacy real estate development activities, combined with the unprecedented downward shift in real estate asset values that occurred in 2007 and 2008, resulted in claims being filed against the Partnership by owners and prospective purchasers of residences in the real estate developments. The Partnership has been named as a defendant in lawsuits alleging construction defects at certain of the existing developments. In other lawsuits, purchasers are seeking rescission of real estate purchases and/or return of deposits paid on pre-construction purchase and sale agreements. These claims are related to alleged violations of state and federal laws that require providing purchasers with certain mandated disclosures.

The Partnership believes that it has adequate insurance coverage or has accrued for loss contingencies for all material matters in which it believes a loss is probable and the amount of the loss is reasonably estimable. Although the ultimate outcome of claims cannot be ascertained, current pending and threatened claims are not expected to have a material adverse effect, individually or in the aggregate, on the Partnership’s financial position, results of operations or cash flows.

(f) The federal government of Canada and the provincial government of Quebec have granted financial assistance to a subsidiary of the Partnership in the form of interest-free loans and forgivable grants for the construction of specified four-season tourist facilities at Tremblant. Loans totaling $4.0 million and $3.3 million as of June 30, 2012 and 2013, respectively, have been advanced and are repayable over seven years starting in 2010. The grants received, which will total $118.6 million and $114.8 million as of June 30, 2012 and 2013, respectively, when they are fully advanced, amounted to $87.2 million and $84.9 million as of June 30, 2012 and 2013 respectively. Nonrepayable government assistance relating to capital expenditures is reflected as a reduction of the cost of such assets. Reimbursable government loans are presented as long-term debt.

(g) The Partnership operates the Winter Park ski resort under a capital lease that requires annual payments that are contingent on the combination of future cash flows and future gross revenue levels. As such payments are contingent and not readily determinable, the potential obligation of such amounts has not been recorded.

Certain leases also include escalation clauses and renewal option clauses calling for increased rents. Where a lease contains an escalation clause or concession such as a rent holiday, rent expense is recognized using the straight-line method over the term of the lease.

(21) Subsequent Events

(a) In August 2013, the Partnership sold a parcel of real estate held for development for proceeds of $9.0 million and recorded no significant gain or loss on the sale.

Debt Refinancing

(b) On December 9, 2013, one of our subsidiaries as borrower, entered into a new credit agreement (the “FY14 First Lien Loans”) with a syndicate of lenders, Goldman Sachs Bank USA, as issuing bank, and Goldman Sachs Lending Partners LLC, as administrative agent, providing for a $540.0 million term loan facility (the “Term Loan”), $25.0 million revolving line of credit (the “Revolver”), and $55.0 million letter of credit facility (the “Letter of Credit”). The proceeds from the FY14 First Lien Loans were used to extinguish the existing FY13 Lien Loans.

Cancellation of notes payable to affiliates

(c) On December 9, 2013, through a series of restructuring transactions, the Partnership caused its indirect subsidiaries to contribute 100% of the equity interests in both Intrawest U.S. and Intrawest Canada to an indirect subsidiary of Intrawest Resorts Holdings, Inc. (“IRHI”). In connection with these restructuring transactions, all of our debt owed to affiliates, including accrued and unpaid interest was either (a) exchanged for equity interests in IRHI and subsequently cancelled or (b) amended to release the IRHI and its subsidiaries (the Company) from their obligations in respect of the notes payable to affiliates and accrued and unpaid interest thereon.

F-45

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements
June 30, 2011, 2012 and 2013

(22) Unaudited Pro Forma Net Loss Per Share

Pro forma basic and diluted net income per share attributable to common shareholders for the years ended June 30, 2011, 2012 and 2013 have been computed using the number of shares that will be outstanding after the Company’s capitalization instead of the partners’ capital of Cayman L.P. and the 0.974-for-1 reverse stock split of the Company’s common stock that occurred on January 21, 2014. The unaudited pro forma basic and diluted earnings per share for the years ended June 30, 2011, 2012 and 2013 does not give effect to the initial public offering and the use of proceeds therefrom.

The following table sets forth the computation of the Company’s unaudited pro forma basic net income per share and unaudited pro forma diluted net income per share for the years ended June 30, 2011, 2012 and 2013 (in thousands, except share and per share data):

Numerator

	For the years ended June 30,
	2011		2012		2013
Net loss attributable to Intrawest Cayman L.P.	$	(498,867)	$	(336,063)	$	(295,957)

Denominator

Unaudited pro forma weighted average shares outstanding, basic and diluted	41,882,000	41,882,000	41,882,000
Unaudited pro forma net loss per share, basic and diluted:
Loss from continuing operations attributable to Intrawest Cayman L.P.	(11.76)	(8.02)	(7.07)
Loss from discontinued operations	(0.15)	0.00	0.00
Net loss attributable to limited partners	(11.91)	(8.02)	(7.07)

F-46

INTRAWEST CAYMAN L.P.
Schedule II – Valuation and Qualifying Accounts and Reserves
For the Years Ended June 30, 2011, 2012 and 2013

	Balance at Beginning of Period			Charged to Costs and Expenses			Deductions			Balance at End of Period
	(in thousands)
2011
Valuation Allowance on Income Taxes	$	(1,027,001	)	$	—		$	(166,939	)	$	(1,193,940	)
Trade Receivable Allowances		(3,883	)		(3,281	)		(1,313	)		(8,477	)
Related Party Accounts Receivable Allowance		(24,483	)		—			—			(24,483	)
Loans, Mortgages and Notes Receivable Allowance		(8,344	)		(3,072	)		389			(11,027	)
2012
Valuation Allowance on Income Taxes	$	(1,193,940	)	$	—		$	(463,369	)	$	(1,657,309	)
Trade Receivable Allowances		(8,477	)		(1,946	)		7,082			(3,341	)
Related Party Accounts Receivable Allowance		(24,483	)		—			—			(24,483	)
Loans, Mortgages and Notes Receivable Allowance		(11,027	)		(1,288	)		1,571			(10,744	)
2013
Valuation Allowance on Income Taxes	$	(1,657,309	)	$	—		$	(80,447	)	$	(1,737,756	)
Trade Receivable Allowances		(3,341	)		(1,097	)		943			(3,495	)
Related Party Accounts Receivable Allowance		(24,483	)		—			24,483			—
Loans, Mortgages and Notes Receivable Allowance		(10,744	)		(1,273	)		915			(11,102	)

See accompanying report of independent registered public accounting firm.

F-47

INTRAWEST CAYMAN L.P.
Condensed Consolidated Balance Sheets
(In thousands, except unit data)
(Unaudited)

	June 30, 2013			September 30, 2013
Assets
Current assets:
Cash and cash equivalents	$	59,775		$	44,860
Restricted cash		13,685			13,466
Receivables, net of allowances of $8,333 and $7,693		38,298			39,954
Amounts due from related parties		79			97
Inventories		29,151			35,649
Prepaid expenses and other assets		20,759			22,928
Total current assets		161,747			156,954
Receivables, net of allowances of $6,264 and $6,412		37,779			37,788
Amounts due from related parties		6,262			6,287
Property, plant and equipment, net of accumulated depreciation of $347,364 and $362,594		475,856			501,467
Real estate held for development		164,916			154,645
Deferred charges and other		28,584			29,606
Equity method investments		86,344			86,488
Intangible assets, net		65,503			64,513
Goodwill		94,609			94,609
Total assets	$	1,121,600		$	1,132,357
Liabilities and Partners’ Deficit
Current liabilities:
Accounts payable and accrued liabilities	$	62,196		$	74,136
Deferred revenue and deposits		52,110			76,104
Long-term debt due within one year		8,201			9,193
Total current liabilities		122,507			159,433
Deferred revenue and deposits		22,115			22,263
Long-term debt		580,662			598,360
Notes payable to affiliates		1,358,695			1,426,350
Deferred income taxes		31			32
Other long-term liabilities		56,336			56,560
Total liabilities		2,140,346			2,262,998
Commitments and contingencies (note 13)
Partners’ Deficit:
Partnership units, unlimited number authorized
General partner: 0 units outstanding at June 30, 2013 and September 30, 2013		—			—
Limited partners: 1,352,253 units outstanding at June 30, 2013 and September 30, 2013		(1,166,797	)		(1,288,811	)
Accumulated other comprehensive income		148,805			158,500
Total Intrawest Cayman L.P. deficit		(1,017,992	)		(1,130,311	)
Noncontrolling interest		(754)			(330)
Total Partners’ (deficit)		(1,018,746	)		(1,130,641	)
Total liabilities and Partners’ (deficit)	$	1,121,600		$	1,132,357

See accompanying notes to condensed consolidated financial statements.

F-48

INTRAWEST CAYMAN L.P.
Condensed Consolidated Statements of Operations
(In thousands, except unit and per unit data)
(Unaudited)

	Three Months Ended September 30,
	2012			2013
Revenues	$	79,195		$	80,561
Operating expenses		101,179			104,196
Depreciation and amortization		14,653			13,145
Loss (gain) on disposal of assets		1,210			(236	)
Impairment of real estate		62			633
Loss from operations		(37,909	)		(37,177	)
Interest income		1,637			1,632
Interest expense on third party debt		(35,006	)		(16,464	)
Interest expense on notes payable to affiliates		(55,371	)		(67,105	)
Loss from equity method investments		(91	)		(1,591	)
Other income (expense), net		402			(172	)
Loss before income taxes		(126,338	)		(120,877	)
Income tax expense		972			701
Net loss		(127,310	)		(121,578	)
Loss (earnings) attributable to noncontrolling interest		34			(436	)
Net loss attributable to Intrawest Cayman L.P.		(127,276	)		(122,014	)
Net loss attributable to general partner		—			—
Net loss attributable to limited partners	$	(127,276	)	$	(122,014	)
Weighted average units outstanding, basic and diluted		1,350,253			1,352,253
Net loss per unit, basic and diluted	$	(94.26	)	$	(90.23	)
Unaudited pro forma weighted average shares outstanding, basic and diluted		41,882,000			41,882,000
Unaudited pro forma net loss per share, basic and diluted	$	(3.04)		$	(2.91)

See accompanying notes to condensed consolidated financial statements.

F-49

INTRAWEST CAYMAN L.P.
Condensed Consolidated Statements of Comprehensive Loss
(In thousands)
(Unaudited)

	Three Months Ended September 30,
	2012			2013
Net loss	$	(127,310	)	$	(121,578	)
Foreign currency translation adjustments		18,744			8,225
Realized portion on cash flow hedge (net of tax of $0)		970			1,601
Actuarial loss on pensions (net of tax of $0)		(215	)		(143	)
Comprehensive loss		(107,811	)		(111,895	)
Comprehensive loss (income) attributable to noncontrolling interest		36			(424	)
Comprehensive loss attributable to Intrawest Cayman L.P.	$	(107,775	)	$	(112,319	)

See accompanying notes to condensed consolidated financial statements.

F-50

INTRAWEST CAYMAN L.P.
Condensed Consolidated Statements of Partners’ Deficit
(In thousands)
(Unaudited)

	General Partner		Limited Partners			Accumulated Other Comprehensive Income			Noncontrolling Interest			Total
Balance, June 30, 2012	$	—	$	(877,879	)	$	153,598		$	—		$	(724,281	)
Net loss		—		(127,276	)		—			(34	)		(127,310	)
Other comprehensive income (loss):
Foreign currency translation adjustments		—		—			18,746			(2	)		18,744
Realized portion on cash flow hedge (net of tax of $0)		—		—			970			—			970
Actuarial loss on pensions (net of tax of $0)		—		—			(215	)		—			(215	)
Contribution from Partners				2,667									2,667
Unit-based compensation				223									223
Cash settlement of unit-based compensation		—		(23	)		—			—			(23	)
Balance, September 30, 2012	$	—	$	(1,002,288	)	$	173,099		$	(36	)	$	(829,225	)
Balance, June 30, 2013	$	—	$	(1,166,797	)	$	148,805		$	(754	)	$	(1,018,746	)
Net (loss) income		—		(122,014	)		—			436			(121,578	)
Other comprehensive income (loss):
Foreign currency translation adjustments		—		—			8,237			(12	)		8,225
Realized portion on cash flow hedge (net of tax of $0)(1)		—		—			1,601			—			1,601
Actuarial loss on pensions (net of tax of $0)(2)		—		—			(143	)		—			(143	)
Balance, September 30, 2013	$	—	$	(1,288,811	)	$	158,500		$	(330	)	$	(1,130,641	)

(1) Amount reclassified out of Accumulated Other Comprehensive Income is included in interest expense on third party debt in the unaudited condensed consolidated statements of operations.

(2) Amount reclassified out of Accumulated Other Comprehensive Income is included in operating expenses in the unaudited condensed consolidated statements of operations.

See accompanying notes to condensed consolidated financial statements.

F-51

INTRAWEST CAYMAN L.P.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

	Three Months Ended September 30,
	2012			2013
Cash (used in) provided by:
Operating activities:
Net loss	$	(127,310	)	$	(121,578	)
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		14,653			13,145
Impairment of real estate		62			633
Loss from equity method investments		91			1,591
Distributions of earnings from equity method investments		2,470			26
Provision for doubtful accounts		608			386
Amortization of deferred financing costs		1,501			1,011
Realized portion on cash flow hedge		970			1,601
Amortization of facility fee and discount		11,959			942
Unit-based compensation		223			—
Deferred gain on asset sale		24			(24	)
Loss (gain) on disposal of assets		1,186			(212	)
Funding of pension plans		(171	)		(97	)
Changes in assets and liabilities:
Accrued interest on notes payable to affiliates		55,371			67,105
Restricted cash		814			237
Receivables		(385	)		(1,067	)
Amounts due from related parties		(233	)		(43	)
Inventories		(2,383	)		(6,150	)
Prepaid expenses and other assets		1,469			(3,264	)
Real estate held for development		1,195			10,829
Accounts payable and accrued liabilities		11,744			11,677
Amounts due to related parties		(925	)		—
Deferred revenue and deposits		21,771			23,636
Net cash (used in) provided by operating activities		(5,296	)		384
Investing activities:
Capital expenditures		(5,091	)		(14,277	)
Contributions to equity method investments		(20	)		(337	)
Proceeds from the sale of assets		767			71
Net cash used in investing activities		(4,344	)		(14,543	)
Financing activities:
Repayments of bank and other borrowings		(3,062	)		(1,679	)
Contributions by partners		2,667			—
Net cash used in financing activities		(395	)		(1,679	)
Effect of exchange rate changes on cash		786			923
Decrease in cash and cash equivalents		(9,249	)		(14,915	)
Cash and cash equivalents, beginning of period		46,908			59,775
Cash and cash equivalents, end of period	$	37,659		$	44,860
Supplemental non-cash transactions:
Property, plant and equipment financed by capital lease obligations		—			19,565

See accompanying notes to condensed consolidated financial statements.

F-52

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited)

(1) Organization and Business Operations

Intrawest Cayman L.P. (“the Partnership”) was formed on February 20, 2007 under the laws of the Cayman Islands. The Partnership is organized as a holding company that operates through various subsidiaries, which are primarily engaged in the operation of mountain resorts, adventure, and real estate businesses, principally throughout North America. The Partnership has a network of six mountain resorts, geographically diversified across North America’s major ski regions. The resorts include Steamboat and Winter Park in Colorado, Stratton in Vermont, Snowshoe in West Virginia, Tremblant in Quebec, and Blue Mountain (50% interest) in Ontario. The Mountain segment derives revenue mainly from sales of lift tickets, retail and rental merchandise, food and beverage, lodging management, ski school services, and golf. The Adventure segment includes Canadian Mountain Holidays (“CMH”), which provides heli-skiing, mountaineering and hiking at 11 lodges in British Columbia, Canada. In support of CMH’s operations, the Partnership owns 40 Bell helicopters that are also used in the off-season for fire suppression in the United States and Canada and other commercial uses. The Alpine Aerotech subsidiary provides helicopter maintenance, repair and overhaul services to the Partnership’s fleet of helicopters as well as to aircraft owned by unaffiliated third parties. The Real Estate segment is comprised of ongoing real estate development activities and management, marketing and sales businesses. This segment includes Intrawest Resort Club Group (“IRCG”), a vacation club business, Intrawest Hospitality Management (“IHM”), which manages condominium hotel properties in Maui, Hawaii and in Mammoth, California, and Playground, a residential real estate sales and marketing business. The Real Estate segment also includes costs associated with ongoing development activities, including planning activities and land carrying costs.

(2) Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Partnership, its majority-owned subsidiaries, and all variable interest entities (“VIE’s”) for which the Partnership is the primary beneficiary. All significant intercompany transactions are eliminated in consolidation. Investments in which the Partnership does not have a controlling interest or is not the primary beneficiary, but over which the Partnership is able to exercise significant influence, are accounted for under the equity method. Under the equity method, the original cost of the investment is adjusted for the Partnership’s share of post-acquisition earnings or losses less distributions received.

In January of 2013, the Partnership reorganized its Canadian helicopter business and formed Alpine Helicopters Inc. (“Alpine Helicopters”) in which the Partnership owns a 20% share. Alpine Helicopters employs all the pilots that fly the helicopters in the CMH land tenures. Alpine Helicopters leases 100% of its helicopters from Intrawest ULC (“IULC”), a consolidated subsidiary, creating economic dependence thus giving IULC a variable interest in Alpine Helicopters. Alpine Helicopters is a VIE for which the Partnership is the primary beneficiary and is consolidated in these financial statements. As of September 30, 2013, Alpine Helicopters had total assets of $9.0 million and total liabilities of $6.5 million.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements contained herein. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes contained herein.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which include normal and recurring adjustments, necessary to present fairly our financial position as of

F-53

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited)

September 30, 2013, and the results of our operations and comprehensive income for the three months ended September 30, 2012 and 2013, and cash flows for the three months ended September 30, 2012 and 2013. Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations.

Derivative Financial Instruments

The Partnership engages in activities that expose it to market risks including the effects of changes in interest rates and exchange rates. Financial exposures are managed as an integral part of the Partnership’s risk management program, which seeks to reduce the potentially adverse effect that the volatility of interest rates or exchange rates may have on operating results.

As of June 30, 2013 and September 30, 2013, the Partnership has no significant outstanding derivative instruments. Prior to October 2008, the Partnership had outstanding interest rate swaps that were accounted for as cash flow hedges. The outstanding swap contracts were terminated on October 11, 2008, and the deferred loss previously recorded in accumulated other comprehensive income is being recognized in earnings during the period that the hedge covered. The Partnership estimates that $2.7 million of deferred losses related to the terminated interest rate swaps will be amortized from accumulated other comprehensive income into interest expense in the next 12 months.

Concentration of Credit Risk

The Partnership’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. The Partnership places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess of regulatory insurance limits. The Partnership does not enter into financial instruments for trading or speculative purposes. Concentration of credit risk with respect to trade and notes receivables is limited due to the wide variety of customers and markets in which the Partnership transacts business, as well as their dispersion across many geographical areas. The Partnership performs ongoing credit evaluations of its customers and generally does not require collateral, but does require advance deposits on certain transactions.

Receivables

Trade receivables are stated at amounts due from customers for the Partnership’s goods and services net of an allowance for doubtful accounts. The allowance is based on a specific reserve analysis and considers such factors as the customer’s past repayment history, the economic environment and other factors that could affect collectability. Write-offs are evaluated on a case by case basis.

For notes receivable, interest income is recognized on an accrual basis when earned. Any deferred portion of contractual interest is recognized on methods that approximate the effective interest method over the term of the corresponding note.

Recent Accounting Standards

In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The ASU does not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the ASU requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. Specifically, the ASU requires the Partnership to present either in a single note or parenthetically on the face of the financial statements the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, the Partnership would instead cross-reference to the related note for additional information. The guidance included in ASU 2013-02 was effective for the Partnership beginning July 1, 2013 and was applied prospectively. The adoption of this authoritative guidance did not have an impact on the Partnership’s financial position, results of operations or cash flows.

F-54

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited)

In July 2012, the FASB issued ASU 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The Partnership adopted the provisions of the ASU effective July 1, 2013. The adoption of ASU 2012-02 did not have material impact on the Partnership’s financial position, results of operations or cash flows.

(3) Supplementary Balance Sheet Information

Receivables

Receivables as of June 30, 2013 and September 30, 2013 consisted of the following (in thousands):

	June 30, 2013			September 30, 2013
Receivables – current:
Trade receivables	$	14,522		$	17,761
Loans, mortgages and notes receivable		10,467			10,777
Other amounts receivable		21,642			19,109
Allowance for doubtful accounts		(8,333	)		(7,693	)
	$	38,298		$	39,954

Deferred charges and other

Deferred charges and other as of June 30, 2013 and September 30, 2013 consisted of the following (in thousands):

	June 30, 2013		September 30, 2013
Long-term deferred financing costs, net	$	22,124	$	21,132
Deferred initial public offering costs(a)		—		2,349
Other long-term assets		6,460		6,125
	$	28,584	$	29,606

(a) Deferred initial public offering costs consist principally of legal, printing and registration costs in connection with the initial public offering (“IPO”) costs of the Company. Such costs are deferred until the closing of the offering, at which time the deferred costs are offset against the offering proceeds. In the event the offering is unsuccessful or aborted, the costs will be expensed.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities as of June 30, 2013 and September 30, 2013 consisted of the following (in thousands):

	June 30, 2013		September 30, 2013
Trade payables	$	53,390	$	62,787
Other payables and accrued liabilities		8,806		11,349
	$	62,196	$	74,136

F-55

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited)

Deferred revenue and deposits

Deferred revenue and deposits as of June 30, 2013 and September 30, 2013 consisted of the following (in thousands):

	June 30, 2013		September 30, 2013
Deferred revenue and deposits – current:
Season pass and other	$	31,262	$	52,134
Lodging and tour deposits		12,147		15,176
Deposits on real estate sales		8,701		8,794
	$	52,110	$	76,104

	June 30, 2013		September 30, 2013
Deferred revenue and deposits – long term:
Government grants	$	12,814	$	12,776
Club initiation deposits and other		9,301		9,487
	$	22,115	$	22,263

Other long-term liabilities

Other long-term liabilities as of June 30, 2013 and September 30, 2013 consisted of the following (in thousands):

	June 30, 2013		September 30, 2013
Other long-term liabilities:
Pension liability	$	34,456	$	35,596
Other long-term liabilities		21,880		20,964
	$	56,336	$	56,560

(4) Notes Receivable

The Partnership allows deferred payment terms that exceed one year for customers purchasing vacation points. A note receivable exists when all contract documentation has been executed. Notes receivable primarily consist of nonrecourse installment loans. The Partnership performs a credit review of its notes receivable individually each reporting period to determine if an allowance for credit losses is required. As of June 30, 2013 and September 30, 2013, notes receivable were $42.1 million and $42.2 million, respectively, and are included in current receivables and long-term receivables on the unaudited condensed consolidated balance sheet. As of June 30, 2013 and September 30, 2013, the allowance for credit losses on the notes receivable was $3.4 million and $3.5 million, respectively.

(5) Intangible Assets

Finite-lived intangible assets as of June 30, 2013 and September 30, 2013 are as follows (in thousands):

	Cost		Accumulated amortization		Net book value
June 30, 2013
Permits and licenses	$	15,747	$	4,222	$	11,525
Trademarks and trade names		75,217		24,302		50,915
Customer relationships		17,105		14,129		2,976
Other		8,999		8,912		87
	$	117,068	$	51,565	$	65,503

F-56

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited)

	Cost		Accumulated amortization		Net book value
September 30, 2013
Permits and licenses	$	16,076	$	4,466	$	11,610
Trademarks and trade names		75,787		25,445		50,342
Customer relationships		17,399		14,917		2,482
Other		9,132		9,053		79
	$	118,394	$	53,881	$	64,513

(6) Long-Term Debt and Notes Payable to Affiliates

Long-term debt as of June 30, 2013 and September 30, 2013 is as follows (in thousands):

	Maturity	June 30, 2013		September 30, 2013
FY13 First Lien Loans(a)	2017	$	441,669	$	440,842
FY13 Second Lien Loans(a)	2018		122,084		122,185
Obligations under capital leases(b)	2021-2052		20,264		39,632
Other obligations(c)	2014-2016		4,846		4,894
			588,863		607,553
Less current maturities(d)			8,201		9,193
		$	580,662	$	598,360

Notes payable to affiliates as of June 30, 2013 and September 30, 2013 are as follows (in thousands):

	Maturity	June 30, 2013		September 30, 2013
Third Lien Loan(e)	2019	$	196,991	$	197,541
Accrued interest on Third Lien Loans	2019		133,328		146,972
Tranche B Term Loans(f)	2019		300,000		300,000
Accrued Interest on Tranche B Term Loans	2019		469,963		509,990
Affiliate Loan(g)	2019		100,000		100,000
Accrued interest on Affiliate Loan	2019		158,413		171,847
		$	1,358,695	$	1,426,350

(a) The Partnership and certain subsidiaries entered into new credit agreements on December 4, 2012 (the “FY13 First Lien Loans” and the “FY13 Second Lien Loans,” collectively known as the “FY13 Lien Loans”). The FY13 First Lien Loans bear interest at LIBOR + 5.75% with a LIBOR floor of 1.25%. The agreement requires quarterly principal payments in the amount of $1.125 million.

  The FY13 Second Lien Loans bear interest at LIBOR + 9.5%, with a LIBOR floor of 1.25%. No principal payments are required until the maturity date. The FY13 Second Lien Loans also have a 3% call premium if voluntarily repaid prior to the second anniversary of the December 4, 2012 closing date, and 1% call premium if voluntarily repaid between the second and third anniversary.

  The Partnership’s obligations under the FY13 Lien Loans are collateralized by a guarantee of the Partnership and guarantees of substantially all of its material subsidiaries. The guarantees are further supported by mortgages against certain properties held by subsidiaries of the Partnership. The collateral includes both general and specific assets.

F-57

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited)

  The FY13 Lien Loans provide for affirmative and negative covenants that restrict, among other things, the Partnership’s ability to incur indebtedness, dispose of property, make capital expenditures, or make investments or distributions. In addition, the FY13 Lien Loans include restrictive financial covenants related to leverage and interest coverage ratios. The FY13 Lien Loans also include customary cross-default provisions with respect of certain other borrowings of the Partnership, and in certain circumstances, borrowings of noncontrolled partnerships where the Partnership has provided a guarantee.

  Wintergames pledged its shares in A&K as security and provided a guarantee of the obligations of the Partnership and its subsidiaries under the FY13 Lien Loans and the Tranche B Term Loans (discussed in note 6(f)). These consolidated financial statements do not include the results of Wintergames. Wintergames and its subsidiary A&K are also subject to affirmative and negative covenants under the FY13 Lien Loans and are included in the calculation of the restrictive financial covenants. At September 30, 2013, Wintergames has no amounts outstanding under the FY13 Lien Loans or the Tranche B Term Loans.

The Partnership was in compliance with the covenants of the FY13 Lien Loans at September 30, 2013.

(b) Capital lease obligations are primarily for equipment except for the lease of Winter Park ski resort. The Winter Park capital lease was modified as of September 30, 2013, resulting in a $19.6 million increase to the capital lease obligation and related capital lease assets due to a change in the present value of the future minimum lease payments.

Amortization of assets under capital leases is included in depreciation and amortization expense in the unaudited condensed consolidated statements of operations. The leases have remaining terms ranging from 8 years to 39 years and interest rates that range from 3% to 20%.

(c) In addition to various other lending agreements, a subsidiary of the Partnership entered into government loan agreements with interest rates ranging from 0% to 7.25%.

(d) Current maturities represent principal payments due in the next twelve months.

(e) The Third Lien Loans bear interest at 15.6% per annum until April 24, 2015, at which point the interest rate will increase to 22.5% per annum. No interest payments are to be made and interest is accrued monthly and compounded quarterly until the maturity date. In addition, the Third Lien Loan has a principal balance repayable at maturity of $210 million.

(f) The Tranche B Term Loans bear interest at 20% per annum; however no interest payments are to be made and interest is accrued and compounded monthly until the FY13 Lien Loans are repaid. The Tranche B Term Loans are subordinate to the FY13 Lien Loans and the Third Lien Loan for the purpose of security.

The Partnership was in compliance with the covenants of the Tranche B Term Loans at September 30, 2013.

(g) The Affiliate Loan bears interest at 20% per annum; however no interest payments are to be made and interest is accrued and compounded monthly until the FY13 Lien Loans are repaid. The Affiliate Loan is subordinated to all obligations under the FY13 Lien Loans and the Third Lien Loan and is currently unsecured but may, at the option of the lender, be subject to the same security as the Tranche B Term Loan.

The Partnership was in compliance with the covenants of the Affiliate Loan at September 30, 2013.

The Partnership has a credit agreement with Goldman Sachs Lending Partners LLC and UBS Securities LLC (“First Lien Credit Agreement”) to secure a $55.0 million letter of credit facility and a $20.0 million revolving line of credit. The annual interest rate for cash borrowings and letter of credit issuances under this agreement ranges from 4.5% to 7.0%. As of June 30, 2013 and September 30, 2013, the Partnership had letters of credit outstanding totaling $52.4 million and $51.6 million, respectively. There have been no cash borrowings against the revolving line of credit since it was established.

F-58

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited)

The Partnership recorded gross interest expense of $90.4 million and $83.6 million in the unaudited condensed consolidated statements of operations for the three months ended September 30, 2012 and 2013, respectively, of which $1.5 million and $1.0 million was amortization of deferred financing costs, respectively.

In October 2006, the Partnership entered into interest rate swap contracts to minimize the impact of changes in interest rates on its cash flows for certain of the Partnership’s floating bank rates and other indebtedness. The outstanding swap contracts were terminated on October 11, 2008. The fair value of the swap contracts on conversion at October 11, 2008 was a liability of $111.4 million. The terminated swap liability recorded in accumulated other comprehensive income is being recognized periodically as an adjustment to interest expense consistent with hedge accounting principles. The portion included in interest expense in the unaudited condensed consolidated statements of operations for the three months ended September 30, 2012 and 2013 was $1.0 million and $1.6 million, respectively.

(7) Fair Value of Measurements

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy, which is described below, prioritizes the inputs used in measuring fair value:

• Level 1 – Quoted prices for identical instruments in active markets.

• Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations, in which all significant inputs are observable in active markets.

• Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

As of June 30, 2013 and September 30, 2013, the fair value of cash and cash equivalents, receivables, net and accounts payable and accrued liabilities approximated their carrying value based on the net short-term nature of these instruments. Estimates of fair value may be affected by assumptions made and, accordingly, are not necessarily indicative of the amounts the Partnership could realize in a current market exchange.

The Partnership’s long-term debt obligations are not measured at fair value on a recurring basis. The Partnership’s debt is recorded based upon carrying value and is not actively traded. Fair value is estimated based on discounted future contractual cash flows and a market interest rate based on published corporate borrowing rates for debt instruments with similar terms and average maturities, with adjustments for credit risk. Accordingly, the Partnership’s long-term debt is classified within Level 3 of the fair value hierarchy. The fair value of debt does not represent the amounts that will ultimately be paid upon the maturities of the loans.

A summary of the carrying amount and fair value of the Partnership’s financial instruments for which there is a difference between carrying value and fair value is as follows (in thousands):

	June 30, 2013				September 30, 2013
	Carrying value		Fair value		Carrying value		Fair value
Long-term debt	$	563,753	$	544,717	$	563,027	$	529,998

Due to the debt terms received from affiliates, the Partnership has determined that it is not practicable to estimate the fair value of the notes payable to affiliates because of the lack of market comparable terms and the inability to estimate the fair value without incurring excessive cost.

F-59

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited)

(8) Accumulated Other Comprehensive Income

The following table presents the changes in accumulated other comprehensive income (“AOCI”), by component for the three months ended September 30, 2013:

Accumulated other comprehensive income, June 30, 2013	$	148,805
Other comprehensive income (loss):
Foreign currency translation adjustments		8,237
Realized portion on cash flow hedge (net for tax of $0)(1)		1,601
Actuarial loss on pensions (net of tax of $0)(2)		(143	)
Accumulated other comprehensive income, September 30, 2013	$	158,500

(1) Amount reclassified out of AOCI is included in interest expense on third party debt in the unaudited condensed consolidated statements of operations.

(2) Amount reclassified out of AOCI is included in operating expenses in the unaudited condensed consolidated statements of operations.

(9) Income Taxes

The Partnership’s quarterly income tax provision for income taxes is calculated using an estimated annual effective tax rate for the period, adjusted for discrete items that occurred within the periods presented.

The consolidated income tax expense attributable to the Partnership’s tax-paying entities was $1.0 million and $0.7 million for the three months ended September 30, 2012 and 2013, respectively, which represents an effective tax rate of 0.77% and 0.57%, respectively. The effective tax rate for the three months ended September 30, 2012 and 2013 differs from the federal blended statutory rate of 31.64% and 31.99%, respectively, due to changes in recorded valuation allowances for entities in the United States, Europe, and the majority of Canada. Alpine Helicopters is currently the only cash taxpayer which solely accounts for the tax provision.

(10) Pension Plans

The Partnership has three closed noncontributory defined benefit pension plans, one registered and two nonregistered, covering certain of its executives, the majority of which are no longer employees of the Partnership. In addition to these plans, one of the Partnership’s mountain resorts has two defined benefit pension plans covering certain employees. There are no additional service costs to the Partnership on any of the plans.

The following details the components of net pension expense, recorded in operating expense in the unaudited condensed consolidated statements of operations for the defined benefit plans for the three months ended September 30, 2012 and 2013 (in thousands):

	Executive plans						Employee plans
	Three Months Ended September 30,						Three Months Ended September 30,
	2012			2013			2012			2013
Components of pension expense:
Interest cost	$	420		$	393		$	105		$	111
Expected return on plan assets		(42	)		(33	)		(101	)		(96	)
Actuarial loss		109			77			106			66
Settlement loss		—			—			45			111
Total pension expense	$	487		$	437		$	155		$	192

The Partnership expects to contribute $0.6 million to the pension plans in fiscal year 2014.

F-60

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited)

(11) Related Party Transactions

The Partnership had notes payable to affiliates (the Third Lien Loans, the Tranche B Term Loans and the Affiliate Loan) with principal balances of $597.0 million and $597.5 million, and accrued interest of $761.7 million and $828.8 million, as of June 30, 2013 and September 30, 2013, respectively. Per the loan agreements, the Partnership accrues interest related to these loans ranging from 15.6% to 20%. In the case of the Third Lien Loans, interest payments will not be made until maturity. In the case of the Tranche B Term Loans, interest payments will not be made until the FY13 Lien Loans and the Third Lien Loan are repaid. In the case of the Affiliate Loan, interest payments will not be made until the FY13 Lien Loans, the Third Lien Loan and the Tranche B Term Loans are repaid.

The Partnership had a receivable due from A&K with a principal balance of $5.5 million and accrued interest of $0.8 million as of June 30, 2013 and September 30, 2013. Interest accrues monthly at an annually adjusted rate based on LIBOR + 1%. The principal and accrued interest is due upon maturity, which is December 31, 2014.

(12) Segment Information

The Partnership currently manages and reports operating results through three reportable segments: Mountain, Adventure and Real Estate. The Mountain segment includes the operations of the Partnership’s mountain resorts and related ancillary activities, comprising Steamboat, Winter Park, Tremblant, Stratton, Snowshoe, as well as our 50% interest in Blue Mountain. The Adventure segment comprises CMH, which provides heli-skiing, mountaineering and hiking adventures, and our ancillary aviation services, which include fire suppression, maintenance and repair of aircraft. The Real Estate segment includes our core real estate development activities, as well as our real estate management, marketing and sales activities, including our vacation club business, management of condominium hotel properties, and sale of real estate. Each of the Partnership’s reportable segments, although integral to the success of the others, offers distinctly different products and services and requires different types of management focus. As such, these segments are managed separately. In deciding how to allocate resources and assess performance, the Partnership’s Chief Operating Decision Maker (“CODM”) regularly evaluates the performance of its reportable segments on the basis of revenues and segment Adjusted EBITDA. We also evaluate segment Adjusted EBITDA as a key compensation measure. The compensation committee determines the annual variable compensation for certain members of our management team based, in part, on Adjusted EBITDA or segment Adjusted EBITDA. Segment Adjusted EBITDA assists us in comparing our segment 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.

Our reportable segment measure of Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income (loss) or other measures of financial performance or liquidity derived in accordance with GAAP. Segment Adjusted EBITDA may not be comparable to similarly titled measures of other companies because other entities may not calculate segment Adjusted EBITDA in the same manner. We define Adjusted EBITDA as net income (loss) attributable to Intrawest Cayman L.P. before interest expense, net (excluding interest income earned from receivables related to our IRCG operations), income tax benefit or expense, and depreciation and amortization, further adjusted to exclude certain items, including, but not limited to: (i) impairments of goodwill, real estate and long-lived assets; (ii) gains and losses on asset dispositions; (iii) earnings and losses from equity method investments; (iv) gains and losses from disposal of equity method investments; (v) gains and losses on extinguishment of debt; (vi) other income or expense; (vii) earnings and losses attributable to noncontrolling interest; (viii) discontinued operations, net of tax; and (ix) other items, which include revenue and expenses of our legacy and other non-core operations, restructuring charges and associated severance expenses, non-cash compensation and other items. For purposes of calculating Adjusted EBITDA, we also add back to net loss attributable to Intrawest Cayman L.P. our pro rata share of EBITDA related to equity method investments included within our reportable segments and we remove from Adjusted EBITDA the Adjusted EBITDA attributable to noncontrolling interests within our reportable segments. Asset information by segment, except for capital expenditures as shown in the table below, is not included in reports used by our CODM in its monitoring of our performance and, therefore, is not disclosed.

F-61

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited)

Segment Adjusted EBITDA for all periods presented has been calculated using this definition. The following table presents revenues and Adjusted EBITDA for our reportable segments, reconciled to consolidated amounts (in thousands):

	Three Months Ended September 30,
	2012			2013
Revenues:
Mountain	$	33,259		$	33,305
Adventure		29,047			22,617
Real Estate		15,148			13,250
Total reportable segment revenues		77,454			69,172
Legacy, non-core and other revenues(1)		1,741			11,389
Total revenues	$	79,195		$	80,561
Segment Adjusted EBITDA
Mountain(2)		(19,588	)		(22,590	)
Adventure(3)		7,153			3,656
Real Estate(4),(5)		2,069			1,477
Total Segment Adjusted EBITDA		(10,366	)		(17,457	)
Legacy and other non-core expenses, net (6)		(8,869	)		(3,536	)
Other operating expenses(7)		(454	)		(1,027	)
Depreciation and amortization		(14,653	)		(13,145	)
Impairment of real estate		(62	)		(633	)
(Loss) gain on disposal of assets		(1,210	)		236
Interest income(5)		481			449
Interest expense on third party debt		(35,006	)		(16,464	)
Interest expense on notes payable to affiliates		(55,371	)		(67,105	)
Loss from equity method investments(8)		(91	)		(1,591	)
Pro rata share of EBITDA related to equity method investments(2),(4)		(1,139	)		(1,067	)
Adjusted EBITDA attributable to noncontrolling interest(3)		—			635
Other income (expense), net		402			(172	)
Income tax expense		(972	)		(701	)
Loss (earnings) attributable to noncontrolling interest		34			(436	)
Net loss attributable to Intrawest Cayman L.P.	$	(127,276	)	$	(122,014	)

(1) Other revenues represent legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. It includes legacy real estate asset sales, non-core retail revenues and revenues from management of non-core commercial properties. For the three months ended September 30, 2013, it also includes $9.0 million of revenue from the sale of a parcel of real estate held for development (“Tower Ranch”) in August 2013.

(2) Includes our pro rata share of EBITDA from our equity method investment in Blue Mountain Resorts Limited, which is regularly reviewed by our CODM. Our pro rata share of EBITDA represents our share of EBITDA from the equity method investment based on our economic ownership percentage.

(3) Adventure segment Adjusted EBITDA excludes Adjusted EBITDA attributable to noncontrolling interest.

(4) Includes our pro rata share of EBITDA from our equity method investments in Mammoth Hospitality Management, LLC, and Chateau M.T. Inc., which are regularly reviewed by our CODM. Our pro rata share of EBITDA represents our share of EBITDA from these equity method investments based on our economic ownership percentage.

F-62

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited)

(5) Real Estate segment Adjusted EBITDA includes interest income earned from receivables related to our IRCG operations, in the amount of $1.2 million for each of the three months ended September 30, 2012 and 2013. Interest income reflected in the reconciliation excludes the interest income earned from receivables related to our IRCG operations.

(6) Represents revenue and expenses of our legacy and other non-core operations that are not reviewed regularly by our CODM to assess performance and make decisions regarding the allocation of resources. Revenues and expenses related to legacy and other non-core operations include income (loss) from the equity method investment in MMSA Holdings Inc., retail operations not located at the Partnership’s properties and management of non-core commercial properties owned by third parties. It also includes legacy litigation consisting of claims for damages related to alleged construction defects, purported disclosure violations and allegations that we failed to construct planned amenities.

(7) Includes non-cash compensation and reduction in workforce severance.

(8) Represents the earnings (loss) from our equity method investments, including: Blue Mountain Resort Limited, Chateau M.T. Inc., Mammoth Hospitality Management, LLC, MMSA Holdings, Inc. and Whistler Blackcomb Holdings, Inc.

The following table presents capital expenditures for our reportable segments, reconciled to consolidated amounts for the three months ended September 30, 2012 and 2013 (in thousands):

	Three Months Ended September 30,
	2012		2013
Capital Expenditures
Mountain	$	2,550	$	10,311
Adventure		649		2,308
Real Estate		661		128
Total segment capital expenditures		3,860		12,747
Corporate and other		1,231		1,530
Total capital expenditures	$	5,091	$	14,277

Geographic Data

Information about the Partnership’s revenues by geographic region for the three months ended September 30, 2012 and 2013 (in thousands):

	Three Months Ended September 30,
	2012		2013
Revenues:
United States	$	28,501	$	30,162
International		50,694		50,399
Revenues	$	79,195	$	80,561

(13) Loss per Unit

Loss per unit attributable to limited partners is based on weighted average number of limited partner units outstanding during each period. For the three months ended September 30, 2012 and 2013, there were no potentially dilutive units.

(14) Commitments and Contingencies

(a) The Partnership has issued letters of credit at June 30, 2013 and September 30, 2013 of $52.4 million and $51.6 million, respectively, mainly to secure its commitments under self-insurance claims and the executive pension plans.

F-63

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited)

(b) The Partnership and its subsidiaries are involved in various lawsuits arising in the ordinary course of business. In addition, the Partnership’s pre-2010 legacy real estate development activities, combined with the downward shift in real estate asset values that occurred in 2007 and 2008, resulted in claims being filed against the Partnership by owners and prospective purchasers of residences in the real estate developments. The Partnership has been named as a defendant in lawsuits alleging construction defects at certain of the existing developments. In other lawsuits, purchasers are seeking rescission of real estate purchases and/or return of deposits paid on pre-construction purchase and sale agreements. These claims are related to alleged violations of state and federal laws that require providing purchasers with certain mandated disclosures.

The Partnership believes that it has adequate insurance coverage or has accrued for loss contingencies for all material matters in which it believes a loss is probable and the amount of the loss is reasonably estimable. Although the ultimate outcome of claims cannot be ascertained, current pending and threatened claims are not expected to have a material adverse effect, individually or in the aggregate, on the Partnership’s financial position, results of operations or cash flows.

(c) The federal government of Canada and the provincial government of Quebec have granted financial assistance to a subsidiary of the Partnership in the form of interest-free loans and forgivable grants for the construction of specified four-season tourist facilities at Tremblant. Loans totaling $3.3 million and $3.4 million as of June 30, 2013 and September 30, 2013, respectively, have been advanced and are repayable over seven years starting in 2010. The grants received, which will total $114.8 million and $115.1 million as of June 30, 2013 and September 30, 2013, respectively, when they are fully advanced, amounted to $84.9 million and $83.2 million as of June 30, 2013 and September 30, 2013, respectively. Nonrepayable government assistance relating to capital expenditures is reflected as a reduction of the cost of such assets. Reimbursable government loans are presented as long-term debt.

(d) The Partnership operates the Winter Park ski resort under a capital lease that requires annual payments that are contingent on future gross revenue levels. As such payments are contingent and not readily determinable, the potential obligation of such amounts has not been recorded.

Certain leases also include escalation clauses and renewal option clauses calling for increased rents. Where a lease contains an escalation clause or concession such as a rent holiday, rent expense is recognized using the straight-line method over the term of the lease.

(15) Subsequent Events

Debt Refinancing

On December 9, 2013, one of our subsidiaries, Intrawest Operations Group, LLC, as borrower, entered into a new credit agreement (the “FY14 First Lien Loans”) with a syndicate of lenders, Goldman Sachs Bank USA, as issuing bank, and Goldman Sachs Lending Partners LLC, as administrative agent, providing for a $540.0 million term loan facility (the “Term Loan”), $25.0 million revolving line of credit (the “Revolver”), and $55.0 million letter of credit facility (the “Letter of Credit”). The proceeds from the FY14 First Lien Loans were used to extinguish the existing FY13 Lien Loans.

Cancellation of notes payable to affiliates

On December 9, 2013, through a series of restructuring transactions, the Partnership caused its indirect subsidiaries to contribute 100% of the equity interests in both Intrawest U.S. and Intrawest Canada to an indirect subsidiary of Intrawest Resorts Holdings, Inc. (“IRHI”). In connection with these restructuring transactions, all of our debt owed to affiliates, including accrued and unpaid interest was either (a) exchanged for equity interests in IRHI and subsequently cancelled or (b) amended to release IRHI and its subsidiaries (the Company) from their obligations in respect of the notes payable to affiliates and accrued and unpaid interest thereon.

Unaudited Pro Forma Net Loss Per Share

Pro forma basic and diluted net income per share attributable to common shareholders for the three months ended September 30, 2012 and 2013 have been computed using the number of shares that will be outstanding after the

F-64

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited)

Company’s capitalization instead of the partners’ capital of Cayman L.P. and the 0.974-for-1 reverse stock split of the Company’s common stock that occurred on January 21, 2014. The unaudited pro forma basic and diluted earnings per share for the three months ended September 30, 2012 and 2013 does not give effect to the initial public offering and the use of proceeds therefrom.

The following table sets forth the computation of the Company’s unaudited pro forma basic net income per share and unaudited pro forma diluted net income per share for the three months ended September 31, 2012 and 2013 (in thousands, except share and per share data):

Numerator

	Three months ended September 30,
	2012		2013
Net loss attributable to Intrawest Cayman L.P.	$	(127,276)	$	(122,014)

Denominator

Unaudited pro forma weighted average shares outstanding, basic and diluted	41,882,000	41,882,000
Unaudited pro forma net loss per share, basic and diluted	(3.04)	(2.91)

F-65

 

15,625,000 Shares

 

Intrawest Resorts Holdings, Inc.

Common Stock

PRELIMINARY PROSPECTUS

           , 2014

PART II
Information Not Required In Prospectus

ITEM 13.  Other Expenses of Issuance and Distribution

SEC registration fee	$	39,345
FINRA filing fee		46,321
NYSE listing fee		250,000
Printing and engraving costs		100,000
Legal fees and expenses		1,500,000
Accountants’ fees and expenses		1,100,000
Transfer agent fees		5,000
Miscellaneous		73,000
Total	$	3,113,666

ITEM 14.  Indemnification of Directors and Officers

Section 102 of the DGCL allows a corporation to eliminate the personal liability of directors to a corporation or its stockholders for monetary damages for a breach of a fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct, knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the DGCL provides, among other things, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at the corporation’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding. The power to indemnify applies if (i) such person is successful on the merits or otherwise in defense of any action, suit or proceeding or (ii) such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the corporation as well, but only to the extent of defense expenses (including attorneys’ fees but excluding amounts paid in settlement) actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of negligence or misconduct in the performance of his duties to the corporation, unless a court believes that in light of all the circumstances indemnification should apply.

Section 174 of the DGCL provides, among other things, that a director who willfully and negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time the action occurred or immediately after the absent director receives notice of the unlawful acts.

The registrant’s restated certificate of incorporation states that no director shall be personally liable to the registrant or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it exists or may be amended. A director is also not exempt from liability for any transaction from which he or she derived an improper personal benefit, or for violations of Section 174 of the DGCL. To the maximum extent permitted under Section 145 of the DGCL, the registrant’s restated certificate of incorporation authorizes the registrant to indemnify any and all persons whom the registrant has the power to indemnify under the law.

The registrant’s amended and restated bylaws provide that the registrant will indemnify, to the fullest extent permitted by the DGCL, each person who was or is made a party or is threatened to be made a party in any legal

II-1

proceeding by reason of the fact that he or she is or was a director or officer of the registrant or is or was a director or officer of the registrant serving at the request of the registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. However, such indemnification is permitted only if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Indemnification is authorized on a case-by-case basis by (1) the registrant’s board of directors by a majority vote of disinterested directors, (2) a committee of the disinterested directors, (3) independent legal counsel in a written opinion if (1) and (2) are not available, or if disinterested directors so direct, or (4) the stockholders. Indemnification of former directors or officers shall be determined by any person authorized to act on the matter on the registrant’s behalf. Expenses incurred by a director or officer in defending against such legal proceedings are payable before the final disposition of the action, provided that the director or officer undertakes to repay the registrant if it is later determined that he or she is not entitled to indemnification.

Prior to completion of this offering, the registrant intends to enter into separate indemnification agreements with its directors and officers. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law and the registrant’s restated certificate of incorporation and amended and restated bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to the registrant if it is found that such indemnitee is not entitled to such indemnification under applicable law and the registrant’s restated certificate of incorporation and amended and restated bylaws.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. The registrant maintains directors’ and officers’ liability insurance for its officers and directors.

ITEM 15.  Recent Sales of Unregistered Securities

During the past three years, the registrant has only issued unregistered securities to the Initial Stockholders (as defined in the prospectus forming part of this Registration Statement) in connection with its formation and the Restructuring (as defined in the prospectus forming part of this Registration Statement). The registrant believes that these transactions were exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

ITEM 16.  Exhibits and Financial Statements Schedules

(a)  Exhibits

See the Index to Exhibits included in this Registration Statement.

(b)  Financial Statement Schedule

Schedule II—Valuation and Qualifying Accounts and Reserves for the Years Ended June 30, 2011, 2012 and 2013

ITEM 17.  Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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The undersigned registrant hereby undertakes that:

• For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

• For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 3 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 21st day of January, 2014. 

Intrawest Resorts Holdings, Inc.
By:	/s/ William A. Jensen
	Name: William A. Jensen
	Title: Chief Executive Officer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William Jensen and Joshua Goldstein, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and all additional registration statements pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Amendment No. 3 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated below.

Name	Title	Date
/s/ William A. Jensen	Principal Executive Officer and Director	January 21, 2014
William A. Jensen
/s/ Gary W. Ferrera	Principal Financial Officer	January 21, 2014
Gary W. Ferrera
*	Principal Accounting Officer	January 21, 2014
Juan C. Perez

*By:	/s/ William A. Jensen
	Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number	Description
1.1	Form of Underwriting Agreement
3.1	Form of Restated Certificate of Incorporation of the Registrant*
3.2	Form of Amended and Restated Bylaws of the Registrant*
5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
10.1	Stockholders Agreement*
10.2	U.S. Department of Agriculture Forest Service Special Use Permit for Steamboat*
10.3	U.S. Department of Agriculture Forest Service Special Use Permit for Winter Park*
10.4	U.S. Department of Agriculture Forest Service Term Special Use Permit for Winter Park*
10.5	Amendment No. 1 to U.S. Department of Agriculture Forest Service Term Special Use Permit for Winter Park*
10.6	Amendment No. 2 to U.S. Department of Agriculture Forest Service Term Special Use Permit for Winter Park*
10.7	Amendment No. 3 to U.S. Department of Agriculture Forest Service Term Special Use Permit for Winter Park*
10.8	Amendment No. 4 to U.S. Department of Agriculture Forest Service Term Special Use Permit for Winter Park*
10.9	Supplemental Agreement No. VII to Agreement between the City and County of Denver and Winter Park Recreational Association, dated October 4, 2002*
10.10	First Amendatory Agreement to Supplemental Agreement No. VII, dated December 20, 2005*
10.11	Second Amendatory Agreement to Supplemental Agreement No. VII, dated December 30, 2008*
10.12	Third Amendatory Agreement to Supplemental Agreement No. VII, dated August 30, 2012*
10.13	Second Amended and Restated Ground Lease Agreement, dated December 20, 2002, between Winter Park Recreational Association and the Colorado Arlberg Club*
10.14	Lease and Operating Agreement, dated December 23, 2002, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation*
10.15	Guaranty Agreement, dated June 6, 2007, among Intrawest Holdings S.à.r.l., Intrawest U.S. Holdings Inc. and Winter Park Recreational Association*
10.16	Form of Indemnification Agreement*
10.17	Form of Restricted Stock Unit Agreement (CEO)
10.18	Ski Area Lease Agreement, dated January 28, 2000, between Mont Tremblant Resorts and Company, LP and the Government of Quebec*
10.19	Shareholders’ Agreement, dated January 28, 1999, among Blue Mountain Resorts Holdings Inc., Intrawest Corporation and Blue Mountain Resorts Limited*
10.20	Form of Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan
10.21	Separation Agreement, dated October 1, 2013, between Intrawest U.S. Holdings Inc. and Dallas E. Lucas*
10.22	Credit Agreement, dated December 9, 2013, among Intrawest Operations Group Holdings, LLC, Intrawest Operations Group, LLC, the lenders party thereto, Goldman Sachs Bank USA, as issuing bank, and Goldman Sachs Lending Partner, LLC, as administrative agent*
10.23	First Amendment to Lease and Operating Agreement, dated June 15, 2004, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation*
10.24	Second Amendment to Lease and Operating Agreement, dated May 4, 2009, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation*

II-5

Exhibit Number	Description
10.25	Third Amendment to Lease and Operating Agreement, dated May 4, 2009, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation*
10.26	Fourth Amendment to Lease and Operating Agreement, dated January 30, 2013, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation*
10.27	Fifth Amendment to Lease and Operating Agreement, dated April 10, 2013, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation*
10.28	Sixth Amendment to Lease and Operating Agreement, dated September 30, 2013, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation*
10.29	Amended and Restated Employment Agreement, dated January 20, 2014, by and between Intrawest Resorts Holdings, Inc. and William A. Jensen
10.30	Amended and Restated Employment Agreement, dated January 20, 2014, by and between Intrawest Resorts Holdings, Inc. and Joshua B. Goldstein
10.31	Employment Agreement, dated January 20, 2014, by and between Intrawest Resorts Holdings, Inc. and Gary W. Ferrera
10.32	Form of Restricted Stock Unit Agreement (Other Executive Officers)
10.33	Form of Restricted Stock Agreement (Directors)
21.1	Subsidiaries of the Registrant*
23.1	Consent of KPMG LLP
23.2	Consent of KPMG LLP
23.3	Consent of KPMG LLP
23.4	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in its opinion filed as Exhibit 5.1 hereto)
24.1	Powers of Attorney for Juan C. Perez and William A. Jensen*
24.2	Power of Attorney for Gary W. Ferrera (included on signature page)
99.1	Consent of Wesley R. Edens
99.2	Consent of Richard Armstrong
99.3	Consent of William J. Clifford
99.4	Consent of Richard E. Georgi
99.5	Consent of John W. Harris III
99.6	Consent of Timothy Jay

* Previously filed.

† To be filed by amendment.

II-6

EX-1.1

Intrawest Resorts Holdings, Inc.

Common Stock, par value $0.01 per share

Underwriting Agreement

[•], 2014

Goldman, Sachs & Co., 

Credit Suisse Securities (USA) LLC, 

Deutsche Bank Securities Inc., 

Merrill Lynch, Pierce, Fenner & Smith
             Incorporated, 

As representatives of the several Underwriters 

named in Schedule I hereto,

c/o Goldman, Sachs & Co., 

200 West Street, 

New York, New York 10282

Ladies and Gentlemen:

Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives of the several Underwriters named in Schedule I hereto, an aggregate of [•] shares of common stock, par value $0.01 per share (“Stock”), of the Company, and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [•] shares and, at the election of the Underwriters, up to [•] additional shares of Stock. The aggregate of [•] shares of Stock to be sold by the Company and the Selling Stockholder is herein called the “Firm Shares” and the aggregate of [•] additional shares of Stock to be sold by the Selling Stockholder is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

1. (a) The Company represents and warrants to, and agrees with, each of the Underwriters that:

(i) A registration statement on Form S–1 (File No. 333-192252) (the “Initial Registration Statement”) in respect of the Shares has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you and, excluding exhibits thereto, to you for each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(a)(iii) hereof) is hereinafter called the “Pricing Prospectus”; such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”); any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act is hereinafter called a “Section 5(d) Communication”; and any Section 5(d) Communication that is a written communication within the meaning of Rule 405 under the Act is hereinafter called a “Section 5(d) Writing”;

(ii) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and the Pricing Prospectus, at the time of filing thereof, conformed in all material respects to the applicable requirements of the Act and the applicable rules and regulations of the Commission thereunder;

(iii) For the purposes of this Agreement, the “Applicable Time” is [•] [a./p.]m (Eastern time) on the date of this Agreement; the Pricing Prospectus, as supplemented by the information listed on Schedule III(c) hereto, taken together (collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule III(a) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus and each Section 5(d) Writing listed on Schedule III(b) hereto, each as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with the information in the fifth paragraph under the heading “Underwriting,” the information in the first paragraph under the heading “Underwriting—Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution” in each case contained in the Pricing Prospectus (the “Underwriter Information”) or information relating to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Pricing Prospectus (the “Selling Stockholder Information”);

(iv) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the applicable requirements of the Act and the applicable rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus and any further amendment of supplement thereto, in the light of the circumstances under which such statements were made); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information or the Selling Stockholder Information;

(v) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing (to the extent such concept exists) under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to be so qualified or be in good standing could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), results of operations, stockholders’ equity, properties or business of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”); and each “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X) of the Company has been duly organized and is validly existing as a corporation, limited liability company or other entity in good standing (to the extent such concept exists) under the laws of its jurisdiction of organization except where the failure to be so organized or existing could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

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(vi) Each of the Company and its significant subsidiaries has good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects, except such as are described in the Pricing Prospectus or except where the failure to have such title or the existence of any such liens, encumbrances or defects could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and any real property and buildings held under lease by the Company or its significant subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as do not interfere with the use made and proposed to be made of such assets by the Company or its subsidiaries, and except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(vii) Neither the Company nor any of its significant subsidiaries has sustained since the date of the latest audited financial statements included in the Pricing Prospectus any material loss or material interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Pricing Prospectus, there has not been any material change in the capital stock or long-term debt of the Company or any of its subsidiaries or any material adverse change in or affecting the condition (financial or otherwise), properties, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Pricing Prospectus;

(viii) The Company has an authorized capitalization as set forth in the Pricing Prospectus under the caption “Capitalization” and all of the issued shares of capital stock of the Company, including the Shares to be sold by the Selling Stockholder, have been duly authorized and validly issued and are fully paid and non-assessable and conform in all material respects to the description of the Stock contained in the Pricing Disclosure Package and the Prospectus; and all of the issued shares of capital stock of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned directly or indirectly by the Company (except as set forth in the Pricing Prospectus and except for directors’ qualifying shares and shares of Intrawest U.S. Holdings, Inc. and Le Sommet Property Management Inc. held by current and former employees of the Company and its subsidiaries as set forth in a certificate of the Secretary of the Company delivered to you on the date hereof), free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

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(ix) The Shares to be issued and sold by the Company have been duly authorized and, when issued and delivered against payment therefor as provided herein, will be validly issued and fully paid and non-assessable and will conform in all material respects to the description of the Stock contained in the Pricing Disclosure Package and the Prospectus;

(x) The issue and sale of the Shares to be sold by the Company and the compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan agreement, lease, tenure or other agreement or instrument to which the Company or any of its significant subsidiaries is a party or by which the Company or any of its significant subsidiaries is bound or to which any of the property or assets of the Company or any of its significant subsidiaries is subject, (B) the applicable organizational documents of the Company or any of its significant subsidiaries, or (C) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its significant subsidiaries or any of their properties, except in the case of (A) and (C) for such violations that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for the registration under the Act of the Shares, the approval by the Financial Industry Regulatory Authority (“FINRA”) of the underwriting terms and arrangements, the filing with the Secretary of State of the State of Delaware of a restated certificate of incorporation, and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters;

(xi) Neither the Company nor any of its significant subsidiaries is in (A) violation of its applicable organizational documents, or (B) default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease, tenure or other agreement or instrument to which it is a party or by which it or any of its properties may be bound except, in the case of clause (B), for such violations or defaults as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(xii) The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Description of Capital Stock”, insofar as they purport to constitute a summary of the terms of the Stock, under the caption “United States Federal Tax Consequences to Non-U.S. Holders”, and under the caption “Underwriting”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are or will be accurate and fair summaries of such provisions, laws and documents in all material respects;

(xiii) Other than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its significant subsidiaries or, to the Company’s knowledge, any officer or director of the Company is a party or of which any property or assets of the Company or any of its significant subsidiaries or, to the Company’s knowledge, any officer or director of the Company is the subject which, if determined adversely to the Company or any of its significant subsidiaries, would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and, to the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(xiv) The Company is not and, immediately after giving effect to the offering and sale of the Shares and the application of the proceeds thereof, will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended;

(xv) At the time of filing the Initial Registration Statement, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Act;

(xvi) KPMG LLP, who has certified (A) certain financial statements of the Company and its subsidiaries, and (B) certain financial statements of Intrawest Cayman L.P., is an independent public accountant as required by the Act and the rules and regulations of the Commission thereunder;

(xvii) The Company maintains a system of internal control over financial reporting (to the extent required by and as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that complies with the requirements of the Exchange Act applicable to the Company and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States (“GAAP”), and, except as disclosed in the Pricing Prospectus, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting (it being understood that, as of the date hereof, the Company is not required to comply with Section 404 of the Sarbanes Oxley Act of 2002);

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(xviii) Except as disclosed in the Pricing Prospectus, since the date of the latest audited financial statements included in the Pricing Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting;

(xix) The Company maintains effective disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act applicable to the Company; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities;

(xx) This Agreement has been duly authorized, executed and delivered by the Company;

(xxi) From the time of initial confidential submission of the draft registration statement relating to the Shares with the Commission (or, if earlier, the first date on which a Section 5(d) Communication was made) through the date hereof, the Company has been and is an “emerging growth company” as defined in Section 2(a)(19) of the Act (an “Emerging Growth Company”);

(xxii) Except as described in the Pricing Prospectus, (i) there are no proceedings that are pending, or to the knowledge of the Company, threatened, against the Company or any of its significant subsidiaries under any laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (which include, without limitation, petroleum, hydrocarbons, asbestos, asbestos-containing material, and polychlorinated biphenyls) (“Environmental Laws”), (ii) the Company and its significant subsidiaries are not aware of any material issues regarding compliance with Environmental Laws, including, without limitation, any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, and (iii) none of the Company and its significant subsidiaries anticipates capital expenditures relating to Environmental Laws, except, to the extent any such proceedings, compliance issues or capital expenditures could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(xxiii) The historical financial statements (including the related notes and supporting schedules) included in the Pricing Prospectus present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby, at the dates and for the periods indicated, and have been prepared in conformity with “GAAP” applied on a consistent basis throughout the periods involved except for any annual year-end adjustment, the adoption of new accounting principles, and except as otherwise noted therein. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The pro forma financial statements and the related notes thereto included in the Pricing Prospectus have in all material respects been prepared in accordance with the applicable requirements of the Act and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give the effect to the transactions and circumstances referred to therein. The selected financial data and the summary financial information included in the Pricing Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. All disclosures contained in the Pricing Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable;

5

(xxiv) The Company and its significant subsidiaries have such permits, tenures, licenses, patents, franchises, certificates of need and other approvals or authorizations of governmental or regulatory authorities (“Permits”) as are necessary under applicable law to own their properties and conduct their businesses in the manner described in the Pricing Prospectus, except for any of the foregoing that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or except as described in the Pricing Prospectus. The Company and its significant subsidiaries have fulfilled and performed all of their obligations with respect to the Permits, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the holder or any such Permits, except for any of the foregoing that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or except as described in the Pricing Prospectus. Neither the Company nor its significant subsidiaries has received notice of any revocation or modification of any such Permits or has reason to believe that any such Permits will not be renewed in the ordinary course, except for any of the foregoing that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(xxv) The statements made in the Pricing Prospectus under the caption “Our Business—Government Regulation and Environmental, Health and Safety,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents referred to therein in all material respects;

(xxvi) The Company and each of its significant subsidiaries carry, or are covered by, insurance from insurers of recognized financial responsibility in such amounts and covering such risks as management believes is adequate in all material respects for the conduct of their respective businesses and the value of their respective properties. All material policies of insurance of the Company and its significant subsidiaries are in full force and effect in all material respects; the Company and each of its significant subsidiaries are in compliance with the terms of such policies in all material respects; and neither the Company nor any of its significant subsidiaries has received notice from any insurer or agent of such insurer that material capital improvements or other material expenditures are required or necessary to be made in order to continue such insurance. Neither the Company nor any such significant subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(xxvii) The statistical and market-related data included in the Pricing Prospectus are based on or derived from sources that the Company believes to be reliable in all material respects;

(xxviii) Except as described in the Pricing Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement;

6

(xxix) Neither the Company nor any of its significant subsidiaries, nor, to the knowledge of the Company after reasonable inquiry, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its significant subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment;

(xxx) The operations of the Company and its significant subsidiaries are and have been conducted at all times in compliance with applicable (A) financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, (B) money laundering statutes of all jurisdictions, and rules and regulations thereunder and (C) related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its significant subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company after reasonable inquiry, threatened;

(xxxi) Neither the Company nor any of its significant subsidiaries nor, to the knowledge of the Company after reasonable inquiry, any director, officer, agent or employee of the Company or any of its significant subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions (collectively, “Sanctions”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any significant subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any Sanctions;

(xxxii) The Restructuring (as defined in the Pricing Prospectus) has been consummated as described in the Pricing Prospectus and the Company has filed all notices, reports, documents or other information required to be filed by it pursuant to, and has obtained any and all authorizations, approvals, orders, consents, licenses, certificates, permits, registrations or qualifications required to be obtained under, all applicable laws in connection with the consummation of the Restructuring, except, in each case, where such failure could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and

(xxxiii) The Company and each of its significant subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date of this Agreement or have requested extensions thereof (except where the failure to file could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect) and have paid all taxes required to be paid thereon (except for cases in which the failure to pay could not reasonably be expected to have a Material Adverse Effect, or, except as currently being contested in good faith and for which reserves required by GAAP have been created in the financial statements of the Company), and no tax deficiency has been determined adversely to the Company or any of its significant subsidiaries which has had (nor does the Company nor any of its significant subsidiaries have any notice of any tax deficiency which could reasonably be expected to be determined adversely to the Company or its significant subsidiaries and which could reasonably be expected to have) a Material Adverse Effect.

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(b) The Selling Stockholder represents and warrants to, and agrees with, each of the Underwriters that:

(i) The Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder hereunder;

(ii) The sale of the Shares to be sold by the Selling Stockholder hereunder and the compliance by the Selling Stockholder with this Agreement and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease, tenure or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, (B) result in any violation of the provisions of the organizational documents of the Selling Stockholder or (C) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or any property or assets of the Selling Stockholder, except in the case of (A) or (C) for such conflicts, breaches, violations or defaults that could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Selling Stockholder’s ability to perform its obligation under this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental body or agency is required for the performance by the Selling Stockholder of its obligations under this Agreement, the consummation by the Selling Stockholder of the transactions contemplated by this Agreement or in connection with the sale and delivery of the Shares to be sold by the Selling Stockholder hereunder, except the registration under the Act of the Shares, the approval by FINRA of the underwriting terms and arrangements, and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters;

(iii) The Selling Stockholder has, and immediately prior to each Time of Delivery (as defined in Section 4 hereof) the Selling Stockholder will have, valid title to the Shares (or a valid “security entitlement” in respect of such Shares under Section 8-501 of the UCC (as defined below)) to be sold by the Selling Stockholder hereunder at such Time of Delivery, free and clear of all liens, encumbrances, equities or claims;

(iv) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or might reasonably be expected to cause or result in stabilization or manipulation of the price of the Shares;

(v) The Selling Stockholder is not prompted to sell its Shares pursuant to this Agreement by any material non-public information concerning the Company or any of its subsidiaries that is not disclosed in the Pricing Prospectus;

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(vi) This Agreement has been duly authorized, executed and delivered by the Selling Stockholder;

(vii) Upon payment of the purchase price for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by you, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Uniform Commercial Code as in effect in the State of New York (“UCC”) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC, to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (I) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (II) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (III) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary; and

(viii) Except as disclosed in the Pricing Prospectus, the Selling Stockholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement.

2. Subject to the terms and conditions herein set forth, (a) each of the Company and the Selling Stockholder agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at a purchase price per share of $[•], the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Selling Stockholder, as and to the extent indicated in Schedule II hereto agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholder, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder.

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The Selling Stockholder, as and to the extent indicated in Schedule II hereto, hereby grant to the Underwriters the right to purchase at their election up to [•] Optional Shares, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering sales of shares in excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company and the Selling Stockholder otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus.

4. (a) The Shares to be purchased by each Underwriter hereunder, in such authorized denominations and registered in such names as you may request upon at least forty-eight hours’ prior notice to the Company and the Selling Stockholder shall be delivered by or on behalf of the Company and the Selling Stockholder to you, through the facilities of DTC, for the respective accounts of the several Underwriters, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the accounts specified by the Company and the Selling Stockholder to you at least forty-eight hours in advance. If applicable, the Company and the Selling Stockholder will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York time, on [•], 2014 or such other time and date as you, the Company and the Selling Stockholder may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified by you in each written notice given by you of the Underwriters’ election to purchase such Optional Shares, or such other time and date as you, the Company and the Selling Stockholder may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery”, each such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.

(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt for the Shares and any additional documents requested by you pursuant to Section 8(l) hereof will be delivered at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at [●] p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Agreement, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

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5. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by you, acting reasonably, and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery which shall be disapproved by you, acting reasonably, promptly after reasonable notice thereof; to advise you, as soon as practicable after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all materials required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to advise you, as soon as practicable after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Shares, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its commercially reasonable efforts to obtain the withdrawal of such order;

(b) As soon as practicable from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or as a dealer in securities in any jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or file a general consent or otherwise subject itself to service of process in any jurisdiction;

(c) Prior to 5:30 p.m., New York City time, on the second New York Business Day following the date of this Agreement (or such time as may be agreed to by the Company and you) and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required under the Act at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required under the Act to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

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(d) To timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

(e) (i) During the period beginning from the date hereof and continuing to and including the date 180 days after the date of the Prospectus (the “Company Lock-Up Period”), without the prior written consent of Goldman, Sachs & Co., not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any securities of the Company that are substantially similar to the Shares, including but not limited to any options or warrants to purchase shares of Stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise (in each case other than (A) the Shares to be sold hereunder, (B) Stock to be issued pursuant to employee stock plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement, (C) the filing of a registration statement on Form S-8 or (D) the issuance on a private placement basis of Stock in connection with a bona fide strategic partnership, joint venture, merger or acquisition of any business or assets of a third party, provided that the aggregate number of shares of Stock that may be issued pursuant to this clause (D) during the Company Lock-up Period shall not exceed 10% of the total number of shares of Stock outstanding on the First Time of Delivery, and provided, further, that any shares of Stock that may be issued pursuant to this clause (D) during the Company Lock-up Period shall be subject, for the balance of such Lock-up Period, to restrictions substantially identical to the restrictions in lock-up letters delivered pursuant to Section 8(k);

(ii) If Goldman, Sachs & Co., in its sole discretion, agrees to release or waive the restrictions in lock-up letters pursuant to Section 8(k) hereof, in each case for an officer or director of the Company, and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Annex III hereto through a major news service at least two business days before the effective date of the release or waiver;

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(f) To use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”;

(g) To use its reasonable best efforts to list for trading, subject to official notice of issuance, the Shares on the New York Stock Exchange (the “Exchange”);

(h) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a(c) of the Commission’s Informal and Other Procedures (16 CFR 202.3a);

(i) Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Shares (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred; and

(j) To promptly notify you if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Shares within the meaning of the Act and (ii) completion of the Company Lock-Up Period.

6. (a) The Company represents and agrees that, without your prior consent, it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; the Selling Stockholder represents and agrees that, without your prior consent and the prior consent of the Company, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus; and each Underwriter represents and agrees that, without your prior consent and the prior consent of the Company, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus; any such free writing prospectus the use of which has been consented to by the Company and you is listed on Schedule III(a) hereto;

(b) The Company represents and agrees that (i) it has not engaged in, or authorized any other person to engage in, any Section 5(d) Communications; and (ii) it has not distributed, or authorized any other person to distribute, any Section 5(d) Writings;

(c) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show;

(d) Each Underwriter represents and agrees that it has not engaged in any Section 5(d) Communications on the Company’s behalf; and

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(e) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus or Section 5(d) Writing any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Section 5(d) Writing would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to you and, if requested by you, acting reasonably, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus, Section 5(d) Writing or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with the Underwriter Information or the Selling Stockholder Information.

7. The Company and the Selling Stockholder covenant and agree with one another and with the several Underwriters that (A) the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or reproducing any Agreement among Underwriters, this Agreement, any Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with any Blue Sky survey; (iv) all fees and expenses in connection with listing the Shares on the Exchange; and (v) the filing fees incident to, and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of the terms of the sale of the Shares, provided, however, that the fees and disbursements of counsel for the Underwriters pursuant to clauses (iii) and (v) shall not exceed an aggregate of $35,000; (B) the Company will also pay or cause to be paid: (i) the cost of preparing stock certificates, if applicable; (ii) the cost and charges of any transfer agent or registrar; and (iii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section; and (C) the Selling Stockholder will pay or cause to be paid all costs and expenses incident to the performance of such Selling Stockholder’s obligations hereunder which are not otherwise specifically provided for in this Section, including (i) any fees and expenses of counsel for the Selling Stockholder, and (ii) all expenses and taxes incident to the sale and delivery of the Shares to be sold by the Selling Stockholder to the Underwriters hereunder. In connection with clause (C)(ii) of the preceding sentence, you agree to pay New York State stock transfer tax, and the Selling Stockholder agrees to reimburse you for associated carrying costs if such tax payment is not rebated on the day of payment and for any portion of such tax payment not rebated. It is understood, however, that the Company shall bear, and the Selling Stockholder shall not be required to pay or to reimburse the Company for, the cost of any other matters not directly relating to the sale and purchase of the Shares pursuant to this Agreement, and that, except as provided in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make as well as 50% of the cost of aircraft and other transportation chartered in connection with any road show. The provisions of this Section shall not affect any agreement that the Company and the Selling Stockholder may make for the sharing of costs and expenses.

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8. The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company and the Selling Stockholder herein are, at and as of such Time of Delivery, true and correct, the condition that the Company and the Selling Stockholder shall have performed all of their respective obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433 under the Act; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission and no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or, to the knowledge of the Company, threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;

(b) Davis Polk & Wardwell LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions, dated such Time of Delivery, in the form agreed upon by Davis Polk & Wardwell LLP and you; and such counsel shall have received such papers and information as they reasonably request to enable them to pass upon such matters;

(c) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company, shall have furnished to you their written opinion substantially in the form attached as Annex II(b) hereto, dated such Time of Delivery.

(d) Elvinger, Hoss & Prussen, local counsel for the Selling Stockholder, shall have furnished to you their written opinion with respect to the Selling Stockholder substantially in the form attached as Annex II(c) hereto, dated such Time of Delivery.

(e) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Selling Stockholder, shall have furnished to you their written opinion with respect to the Selling Stockholder substantially in the form attached as Annex II(d) hereto, dated such Time of Delivery.

(f) On the date of the Prospectus, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, KPMG LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance reasonably satisfactory to you (a form of the letters to be delivered on the date of this Agreement is attached as Annex I(a) hereto and a form of the letters to be delivered on the effective date of any post-effective amendment to the Registration Statement and as of each Time of Delivery is attached as Annex I(b) hereto);

(g) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the date as of which information is given in the Pricing Prospectus, there has not been any change in the capital stock or any change in long-term debt of the Company or any of its subsidiaries or any change, in or affecting the condition (financial or otherwise), business affairs or business prospects, properties, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Pricing Prospectus, the effect of which, in any such case described in this subsection (g) of this Section 8, is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus;

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(h) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as defined in Section 3(a)(62) of the Exchange Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities;

(i) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the Exchange; (ii) a suspension or material limitation in trading in the Company’s securities on the Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus;

(j) The Shares to be sold at such Time of Delivery shall have been duly listed, subject to official notice of issuance, on the Exchange;

(k) The Company shall have obtained and delivered to the Underwriters executed copies of an agreement from each stockholder of the Company listed on Schedule IV hereto, substantially to the effect set forth in Annex IV hereto in form and substance satisfactory to you;

(l) The Company and the Selling Stockholder shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company and of the Selling Stockholder, respectively, satisfactory to you (1) as to the accuracy of the representations and warranties of the Company and the Selling Stockholder, respectively, herein at and as of such Time of Delivery, (2) as to the performance by the Company and the Selling Stockholder of all of their respective obligations hereunder to be performed at or prior to such Time of Delivery, and (3) as to such matters as counsel for the Underwriters may require for the purpose of enabling them to pass upon the issuance and sale of the Shares as herein contemplated; and the Company shall have furnished or caused to be furnished certificates as to the matters set forth in subsections (a) and (g) of this Section 8;

(m) The Company shall have furnished or caused to be furnished to you at each of the date hereof and at such Time of Delivery a certificate of the Controller or Chief Financial Officer of the Company, in his or her capacity as such officer only, dated the date hereof or such Time of Delivery, respectively, to the effect set forth in Annex V; and

(n) The Selling Stockholder shall have furnished to you at or prior to such Time of Delivery a properly completed and executed United States Treasury Department Form W-9 or Form W-8, as appropriate (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

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9. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or any Section 5(d) Writing, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the light of the circumstances under which such statements were made in the case of any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or any Section 5(d) Writing), and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Section 5(d) Writing in reliance upon and in conformity with the Underwriter Information and Selling Stockholder Information.

(b) The Selling Stockholder will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Section 5(d) Writing or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the light of the circumstances under which such statements were made in the case of any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or any Section 5(d) Writing), in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Section 5(d) Writing in reliance upon and in conformity with Selling Stockholder Information, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred. The liability of the Selling Stockholder under the indemnity and contribution agreements contained in this Section 9 shall be limited to an amount equal to the aggregate net proceeds after underwriting commissions and discounts, but before expenses, received by the Selling Stockholder from the sale of Shares sold by the Selling Stockholder under this Agreement.

(c) Each Underwriter will indemnify and hold harmless the Company and the Selling Stockholder against any losses, claims, damages or liabilities to which the Company or the Selling Stockholder may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Section 5(d) Writing, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the light of the circumstances under which such statements were made in the case of any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or any Section 5(d) Writing), in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Section 5(d) Writing, in reliance upon and in conformity with Underwriter Information; and will reimburse the Company and the Selling Stockholder for any legal or other expenses reasonably incurred by the Company or the Selling Stockholder in connection with investigating or defending any such action or claim as such expenses are incurred.

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(d) Promptly after receipt by an indemnified party under subsection (a),(b) or (c) of this Section 9 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party except to the extent it is materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(e) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholder on the one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Selling Stockholder on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Stockholder on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (net of underwriting commissions and discounts but before deducting expenses) received by the Company and the Selling Stockholder bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Stockholder on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Selling Stockholder and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint.

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(f) The obligations of the Company and the Selling Stockholder under this Section 9 shall be in addition to any liability which the Company and the Selling Stockholder may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act and each broker-dealer affiliate of any Underwriter; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company) and to each person, if any, who controls the Company or the Selling Stockholder within the meaning of the Act.

(g) The provisions of this Section shall not affect any agreement between the Company and the Selling Stockholder with respect to indemnification.

10. (a) If any Underwriter shall default in its obligation to purchase the Shares that it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company and the Selling Stockholder shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholder that you have so arranged for the purchase of such Shares, or the Company or the Selling Stockholder notifies you that it has so arranged for the purchase of such Shares, you or the Company or the Selling Stockholder shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your reasonable opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you, the Company and the Selling Stockholder as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company and the Selling Stockholder shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

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(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you, the Company and the Selling Stockholder as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all of the Shares to be purchased at such Time of Delivery, or if the Company and the Selling Stockholder shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to a Second Time of Delivery, the obligations of the Underwriters to purchase and of the Selling Stockholder to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholder, except for the expenses to be borne by the Company, the Selling Stockholder and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or of the Selling Stockholder, or any officer or director or controlling person of the Company, or any controlling person of the Selling Stockholder, and shall survive delivery of and payment for the Shares.

12. If this Agreement shall be terminated pursuant to Section 10 hereof or the conditions to closing set forth in Section 8(i)(iv) or (v) shall not be satisfied, neither the Company nor the Selling Stockholder shall then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason any Shares are not delivered by or on behalf of the Company and the Selling Stockholder as provided herein, the Company will reimburse the Underwriters through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company and the Selling Stockholder shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.

13. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by each of you.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and the Selling Stockholder, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the Underwriters c/o Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attention: Registration Department, Credit Suisse Securities (USA) LLC, 11 Madison Avenue, New York, New York 10010, Attention: General Counsel, Deutsche Bank Securities Inc., 60 Wall Street, 11th Floor, New York, New York 10005, Attention: Equity Syndicate Desk (with a copy to Legal Department), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, New York 10036, Attention: Syndicate Department (with a copy to ECM Legal); if to the Selling Stockholder shall be delivered or sent by mail, telex or facsimile transmission to Fortress Investment Group, LLC, 1345 Avenue of the Americas New York, NY 10105 Attention: Randal A. Nardone; if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth on the cover of the Registration Statement, Attention: Chief General Counsel; and if to any stockholder that has delivered a lock-up letter described in Section 8(k) hereof shall be delivered or sent by mail to his or her respective address provided in Schedule IV hereto or such other address as such stockholder provides in writing to the Company. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

14. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and the Selling Stockholder and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company, the Selling Stockholder or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

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15. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

16. The Company and the Selling Stockholder acknowledge and agree that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or the Selling Stockholder, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholder on other matters) or any other obligation to the Company or the Selling Stockholder except the obligations expressly set forth in this Agreement and (iv) each of the Company and the Selling Stockholder has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company and the Selling Stockholder agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Selling Stockholder, in connection with such transaction or the process leading thereto.

17. Except as contemplated herein, this Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and/or the Selling Stockholder, on the one hand, and any of the Underwriters, on the other hand, with respect to the subject matter hereof.

18. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

19. Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Company or the Selling Stockholder brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court located in the Borough of Manhattan, The City of New York, New York (each, a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Selling Stockholder has appointed [ ], as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Selling Stockholder shall be deemed, in every respect, effective service of process upon the Selling Stockholder.

20. The Company, the Selling Stockholder and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

21. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

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22. Notwithstanding anything herein to the contrary, the Company and the Selling Stockholder are authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company and the Selling Stockholder relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters, the Company and the Selling Stockholder. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company and the Selling Stockholder for examination, upon request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours,
Intrawest Resorts Holdings, Inc.
By:
	Name:
	Title:
Intrawest Europe Holdings S.à r.l
By:
	Name:
	Title:

Accepted as of the date hereof
Goldman, Sachs & Co.
By:
	Name:
	Title:
Credit Suisse Securities (USA) LLC
By:
	Name:
	Title
Deutsche Bank Securities Inc.
By:
	Name:
	Title:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
By:
	Name:
	Title:

On behalf of each of the Underwriters

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SCHEDULE I

Underwriter	Total Number of Firm Shares to be Purchased	Number of Optional Shares to be Purchased if Maximum Option Exercised
Goldman, Sachs & Co.
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith                 Incorporated
Total

SCHEDULE II

	Total Number of   Firm Shares   to be Sold	Number of Optional   Shares to be   Sold if   Maximum Option   Exercised
The Company
Intrawest Europe Holdings S.à r.l
Total

SCHEDULE III

(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package

[None]

(b) Additional documents incorporated by reference

[None]

(c) Information other than the Pricing Prospectus that comprise the Pricing Disclosure Package

The initial public offering price per share for the Shares is $[•].

The number of Firm Shares purchased by the Underwriters is [•].

The number of Optional Shares is [•].

SCHEDULE IV

Name of Stockholder	Address
Intrawest Europe Holdings S.à r.l.
Intrawest S.à r.l.
Name of Officer / Director	Address
Richard Armstrong
William Clifford
Wesley Edens
Gary Ferrera
Richard Georgi
Joshua Goldstein
John Harris III
Timothy Jay
William Jensen
Travis Mayer
Juan Perez

ANNEX III

[FORM OF PRESS RELEASE]

Intrawest Resorts Holdings, Inc. 

[Date]

Intrawest Resorts Holdings, Inc. (“Company”) announced today that Goldman, Sachs & Co., a lead book-running manager in the recent public sale of                   shares of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to                 shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on                       , 2014, and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

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ANNEX IV

[FORM OF LOCK-UP AGREEMENT]

Intrawest Resorts Holdings, Inc.

Lock-Up Agreement

[•], 2014

Goldman, Sachs & Co.

Credit Suisse Securities (USA) LLC

Deutsche Bank Securities Inc.

Merrill Lynch, Pierce, Fenner & Smith
             Incorporated
c/o Goldman, Sachs & Co.

200 West Street

New York, NY 10282-2198

Re:     Intrawest Resorts Holdings, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Company”), and the Selling Stockholder named in Schedule II to such agreement, providing for a public offering (the “Offering”) of common stock, par value $0.01 per share, (the “Stock”) of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”).

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Stockholder Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge (other than pledges existing on the date of the Underwriting Agreement), grant any option to purchase, make any short sale or otherwise dispose of any shares of Stock of the Company, or any options or warrants to purchase any shares of Stock of the Company, or any securities convertible into, or exchangeable for or that represent the right to receive shares of Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares.

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The Stockholder Lock-Up Period will commence on the date of this Lock-Up Agreement and continue for 180 days after the public offering date set forth on the final prospectus used to sell the Shares (the “Public Offering Date”) pursuant to the Underwriting Agreement.

If the undersigned is an officer or director of the Company, (1) Goldman, Sachs & Co. agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Stock, Goldman, Sachs & Co., in its sole discretion, will notify the Company of the impending release or waiver, and (2) the Company has agreed in Section 5(e)(ii) of the Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Goldman, Sachs & Co. hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares in the following cases (i) through (vii), provided that (1) with respect to clauses (i), (ii), (iii), (iv), (v) and (vii) below (irrespective of whether such transfer involves a disposition of value, to the extent permitted by this Lock-Up Agreement), Goldman, Sachs & Co. receives a signed Lock-Up Agreement for the balance of the Lock-up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any transfer described under (i), (ii) or (v) below shall not involve a disposition for value, (3) such transfers described under (i) through (vi) (irrespective of whether such transfer involves a disposition of value, to the extent permitted by this Lock-Up Agreement) are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers (other than a filing on Form 5 made after the expiration of the Lock-Up Period) (irrespective of whether such transfer involves a disposition of value, to the extent permitted by this Lock-Up Agreement):

(i) as a bona fide gift or gifts;

(ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;

(iii) to funds managed by an affiliate of Fortress Investment Group LLC;

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(iv) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned or its affiliates;

(v) as a distribution to limited partners, members, stockholders or equity holders of the undersigned;

(vi) with the prior written consent of Goldman, Sachs & Co. on behalf of the Underwriters; or

(vii) pursuant to pledges existing on the date of the Underwriting Agreement.

For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation or other legal entity, the undersigned may transfer the capital stock of the Company to any wholly-owned subsidiary of the undersigned; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement and there shall be no further transfer of such capital stock except in accordance with this Agreement, and provided further that any such transfer to a wholly-owned subsidiary shall not involve a disposition for value. Furthermore, the undersigned may sell shares of Stock of the Company purchased by the undersigned on the open market following the Offering if and only if (i) such sales are not required to be reported in any public report or filing with the SEC and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.

Very truly yours

Exact Name of Shareholder

Authorized Signature

Title

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EX-5.1

January 21, 2014

Intrawest Resorts Holdings, Inc. 

1621 18th Street, Suite 300 

Denver, Colorado 80202

Re: Intrawest Resorts Holdings, Inc.
Registration Statement on Form S-1
(File No. 333-192252)

Ladies and Gentlemen:

We have acted as special counsel to Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Company”), in connection with the initial public offering (the “IPO”) by the Company of up to 3,125,000 shares (the “Company Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and the resale by Intrawest Europe Holdings S.à r.l. (the “Selling Stockholder”) of up to 12,500,000 shares of Common Stock (including up to 2,343,750 shares subject to an over-allotment option) (the “Secondary Shares”). The Company Shares and the Secondary Shares are collectively referred to herein as the “Shares”.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”).

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (a) the Registration Statement on Form S-1 (File No. 333-192252) of the Company, as filed with the Securities and Exchange Commission (the “Commission”) under the Act on November 12, 2013; (b) Pre-Effective Amendments No. 1 through No. 3 thereto (such Registration Statement, as so amended, being hereinafter referred to as the “Registration Statement”); (c) the form of underwriting agreement (the “Underwriting Agreement”) proposed to be entered into by and among Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named in Schedule A thereto, the Company and the Selling Stockholder, filed as Exhibit 1.1 to the Registration Statement; (d) the Certificate of Incorporation of the Company, as amended to date and currently in effect; (e) the Bylaws of the Company, as amended to date and currently in effect; (f) the form of Restated Certificate of Incorporation (the “New Charter”) of the Company, to be in effect immediately prior to the consummation of the IPO and filed as Exhibit 3.1 to the Registration Statement; (g) the form of Amended and Restated Bylaws of the Company (the “New Bylaws”), to be in effect immediately prior to the consummation of the IPO and filed as Exhibit 3.2 to the Registration Statement; and (h) certain resolutions of the Board of Directors of the Company. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth below.

Intrawest Resorts Holdings, Inc. 

January 21, 2014 

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In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

Members of our firm are admitted to the bar in the State of New York, and we do not express any opinion with respect to the law of any jurisdiction other than Delaware corporate law (including, to the extent applicable, the Delaware constitution and judicial decisions) and we do not express any opinion as to the effect of any other laws on the opinions herein stated.

Based upon and subject to the foregoing, we are of the opinion that:

1. Upon the (i) due filing of the New Charter with the Secretary of State of the State of Delaware and the effectiveness thereof, (ii) adoption by the Board of Directors of the Company of the New Bylaws, (iii) due action by a duly appointed committee of the Board of Directors of the Company to determine the price per share of the Company Shares, and (iv) due execution and delivery of the Underwriting Agreement and issuance of the Company Shares against payment therefor in accordance with the Underwriting Agreement, the Company Shares will have been duly authorized by all necessary corporate action on the part of the Company and will be validly issued, fully paid and nonassessable; and

2. The Secondary Shares have been duly authorized by all necessary corporate action on the part of the Company and are validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

EX-10.17

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT 

UNDER THE INTRAWEST RESORTS HOLDINGS, INC. 

2014 OMNIBUS INCENTIVE PLAN

This Award Agreement (this “RSU Award Agreement”), dated as of _________ __, 201_ (the “Date of Grant”), is made by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Company”), and William A. Jensen (the “Grantee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to “the Company” shall include the Company and any successor to the Company.

1. Grant of Restricted Stock Units. The Company hereby grants to the Grantee _______ restricted stock units (the “RSUs”), subject to all of the terms and conditions of this RSU Award Agreement and the Plan.

2. Vesting.

(a) The RSUs shall become vested as follows: (i) 33.3% of the RSUs shall vest on the first anniversary of the Date of Grant; (ii) 33.3% of the RSUs shall vest on the second anniversary of the Date of Grant; and (iii) 33.4% of the RSUs shall vest on the third anniversary of the Date of Grant (each a “Vesting Date”); provided that the Grantee remains in continuous employment with the Company or an Affiliate thereof through, and has not given or received a notice of termination of such employment as of, the applicable vesting date.

(b) Except as set forth in Section 2(c) below, if the Grantee’s employment is terminated for any reason, (i) this RSU Award Agreement shall terminate and all rights of the Grantee with respect to RSUs that have not vested shall immediately terminate, (ii) any such unvested RSUs shall be forfeited without payment of any consideration, and (iii) neither the Grantee nor any of the Grantee’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs.

(c) If the Grantee’s employment is terminated by the Company other than for Cause, by the Grantee for Good Reason (as defined in the amended and restated employment agreement by and between the Company and the Grantee as in effect from time to time), or due to the Grantee’s death or Disability (i) the portion of the RSUs, if any, that are scheduled to vest on the next applicable Vesting Date shall immediately vest and shall be settled as soon as practicable after the date of termination in accordance with Section 3 below, but in no event later than March 15 of the year following the year in which the date of termination occurs, (ii) this RSU Award Agreement shall terminate and all rights of the Grantee with respect to the portion of the RSUs, if any, that have not vested as of the date of termination in accordance with this Section shall immediately terminate, (iii) any such unvested RSUs shall be forfeited without payment of any consideration, and (iv) neither the Grantee nor any of the Grantee’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs.

3. Settlement. Each RSU granted hereunder shall represent the right to receive, in the sole discretion of the Company, either (i) one (1) share of Common Stock (a “Share”) or (ii) an amount of cash equal to the Fair Market Value of one (1) Share, valued based on the closing price of a Share on the date immediately prior to the date of payment (as applicable, the “Settlement”). The Settlement shall occur as soon as practicable after the applicable Vesting Date, but in no event later than March 15 of the year following the year in which such Vesting Date occurs.

4. Voting and Other Rights. The Grantee shall have no rights of a stockholder with respect to the RSUs (including the right to vote and the right to receive distributions or dividends) unless and until Shares are issued in respect thereof following the applicable Vesting Date.

5. RSU Award Agreement Subject to Plan. This RSU Award Agreement is made pursuant to all of the provisions of the Plan, which is incorporated herein by this reference, and is intended, and shall be interpreted in a manner, to comply therewith. In the event of any conflict between the provisions of this RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall govern.

6. No Rights to Continuation of Employment. Nothing in the Plan or this RSU Award Agreement shall confer upon the Grantee any right to continue in the employ of the Company or any Affiliate thereof or shall interfere with or restrict the right of the Company or its Affiliates to terminate the Grantee’s employment any time for any reason whatsoever, with or without cause.

7. Tax Withholding. The Company shall be entitled to require a cash payment by or on behalf of the Grantee and/or to deduct from the Shares or cash otherwise issuable hereunder or other compensation payable to the Grantee the minimum amount of any sums required by federal, state or local tax law to be withheld or to satisfy any applicable payroll deductions with respect to the Settlement of any RSU.

8. Section 409A Compliance. The intent of the parties is that payments and benefits under this RSU Award Agreement comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this RSU Award Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, the Grantee shall not be considered to have terminated employment with the Company for purposes of any payments under this RSU Award Agreement which are subject to Section 409A of the Code until the Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this RSU Award Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this RSU Award Agreement or any other arrangement between the Grantee and the Company during the six-month period immediately following the Grantee’s separation from service shall instead be paid on the first business day after the date that is six months following the Grantee’s separation from service (or, if earlier, the Grantee’s date of death).The Company makes no representation that any or all of the payments described in this RSU Award Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.

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9. Governing Law. This RSU Award Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of Delaware applicable to agreements made and to be performed wholly within the State of Delaware.

10. RSU Award Agreement Binding on Successors. The terms of this RSU Award Agreement shall be binding upon the Grantee and upon the Grantee’s heirs, executors, administrators, personal representatives, transferees, assignees and successors in interest, and upon the Company and its successors and assignees, subject to the terms of the Plan.

11. No Assignment. Notwithstanding anything to the contrary in this RSU Award Agreement, neither this RSU Award Agreement nor any rights granted herein shall be assignable by the Grantee.

12. Necessary Acts. The Grantee hereby agrees to perform all acts, and to execute and deliver any documents that may be reasonably necessary to carry out the provisions of this RSU Award Agreement, including but not limited to all acts and documents related to compliance with federal and/or state securities and/or tax laws.

13. Severability. Should any provision of this RSU Award Agreement be held by a court of competent jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect the validity of the remainder of this RSU Award Agreement, the balance of which shall continue to be binding upon the parties hereto with any such modification (if any) to become a part hereof and treated as though contained in this original RSU Award Agreement. Moreover, if one or more of the provisions contained in this RSU Award Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable, in lieu of severing such unenforceable provision, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear, and such determination by such judicial body shall not affect the enforceability of such provisions or provisions in any other jurisdiction.

14. Entire RSU Award Agreement. This RSU Award Agreement and the Plan contain the entire agreement and understanding among the parties as to the subject matter hereof, and supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof.

15. Headings. Headings are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any such Section.

16. Counterparts; Electronic Signature. This RSU Award Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. The Grantee’s electronic signature of this RSU Award Agreement shall have the same validity and effect as a signature affixed by the Grantee’s hand.

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17. Amendment. No amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto.

18. Set-Off. The Grantee hereby acknowledges and agrees, without limiting rights of the Company or any Affiliate thereof otherwise available at law or in equity, that, to the extent permitted by law, the number of Shares or the amount of cash due to the Grantee under this RSU Award Agreement may be reduced by, and set-off against, any or all amounts or other consideration payable by the Grantee to the Company or any of its Affiliates under any other agreement or arrangement between the Grantee and the Company or any of its Affiliates; provided that any such set-off does not result in a penalty under Section 409A of the Code.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this RSU Award Agreement as of the date set forth above.

INTRAWEST RESORTS HOLDINGS, INC.

By

Print Name:

Title:

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The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing RSU Award Agreement.

GRANTEE

Signature

Print Name:

Address:

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EX-10.20

FORM OF INTRAWEST RESORTS HOLDINGS, INC.
2014 OMNIBUS INCENTIVE PLAN

Section 1. Purpose of Plan.

The name of the Plan is the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan (the “Plan”). The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors, and consultants of the Company or its Affiliates (as hereinafter defined) whose contributions are essential to the growth and success of the business of the Company and its Affiliates, in order to strengthen the commitment of such persons to the Company and its Affiliates, motivate such persons to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company and its Affiliates.  To accomplish such purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses, Other Stock-Based Awards, Cash Awards or any combination of the foregoing.

Section 2. Definitions.

For purposes of the Plan, the following terms shall be defined as set forth below:

(a)“Administrator” means the Board, or, if and to the extent the Board does not administer the Plan, the Committee in accordance with Section 3 hereof.

(b)“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.

(c)“Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus, Other Stock-Based Award or Cash Award granted under the Plan.

(d)“Award Agreement” means any written agreement, contract or other instrument or document evidencing an Award.

(e)“Base Price” has the meaning set forth in Section 8(b) hereof.

(f)“Beneficial Owner” (or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act.

(g)“Board” means the Board of Directors of the Company.

(h)“By-Laws” means the by-laws of the Company, as may be amended and/or restated from time to time.

(i)“Cash Award” means an Award granted pursuant to Section 12 hereof.

(j)“Cause” has the meaning assigned to such term in the Award Agreement or in any individual employment or severance agreement with the Participant or, if any such agreement does not define “Cause,” Cause means (i) the commission of an act of fraud or dishonesty by the Participant in the course of the Participant’s employment; (ii) the indictment of, or entering of a plea of nolo contendere by, the Participant for a crime constituting a felony or in respect of any act of fraud or dishonesty; (iii) the commission of an act by the Participant which would make the Participant or the Company (including any of its Subsidiaries or Affiliates) subject to being enjoined, suspended, barred or otherwise disciplined for violation of federal or state securities laws, rules or regulations, including a statutory disqualification; (iv) gross negligence or willful misconduct in connection with the Participant’s performance of his or her duties in connection with the Participant’s employment by the Company (including any Subsidiary or Affiliate for whom the Participant may be employed on a full-time basis at the time) or the Participant’s failure to comply with any of the restrictive covenants to which the Participant is subject; (v) the Participant’s willful failure to comply with any material policies or procedures of the Company as in effect from time to time provided that the Participant shall have been delivered a copy of such policies or notice that they have been posted on a Company website prior to such compliance failure; or (vi) the Participant’s failure to perform the material duties in connection with the Participant’s position, unless the Participant remedies the failure referenced in this clause (vi) no later than ten (10) days following delivery to the Participant of a written notice from the Company (including any of its Subsidiaries or Affiliates) describing such failure in reasonable detail (provided that the Participant shall not be given more than one opportunity in the aggregate to remedy failures described in this clause (vi)).

(k)“Certificate of Incorporation” means the amended and restated certificate of incorporation of the Company, as may be further amended and/or restated from time to time.

(l)“Change in Capitalization” means any (1) merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase or other reorganization or corporate transaction or event, (2) special or extraordinary dividend or other extraordinary distribution (whether in the form of cash, Common Stock, or other property), stock split, reverse stock split, subdivision or consolidation, (3) combination or exchange of shares, or (4) other change in corporate structure, which, in any such case, the Committee determines, in its sole discretion, affects the Common Stock such that an adjustment pursuant to Section 5 hereof is appropriate.

(m)“Change in Control” means an event set forth in any one of the following paragraphs shall have occurred:

(1)any Person other than any Permitted Transferee is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person or any securities acquired directly from the Company or any Affiliate thereof) representing 50% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (I) of paragraph (3) below; or

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(2)the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board:  individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended (“Incumbent Directors”); or

(3)there is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary with any other corporation or other entity, other than (I) a merger or consolidation which results in (A) the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary, more than 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (B) the Incumbent Directors continuing immediately thereafter to represent at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a Subsidiary, the ultimate parent thereof, or (II) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 50% or more of the combined voting power of the Company’s then outstanding securities; or

(4)the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than (A) a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by shareholders of the Company following the completion of such transaction in substantially the same proportions as their ownership of the Company immediately prior to such sale or (B) a sale or disposition of all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof.

Notwithstanding the foregoing, (i) a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of Common Shares immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions and (ii) for each Award that constitutes deferred compensation under Section 409A of the Code, and to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, a Change in Control shall be deemed to have occurred under the Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.

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(n)“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

(o)“Committee” means any committee or subcommittee the Board may appoint to administer the Plan. Subject to the discretion of the Board, the Committee shall be composed entirely of individuals who meet the qualifications of (i) an “outside director” within the meaning of Section 162(m) of the Code (but only to the extent necessary and desirable to maintain qualification of Awards as “performance-based compensation” under Section 162(m) of the Code), (ii) a “non-employee director” within the meaning of Rule 16b-3 and (iii) any other qualifications required by the applicable stock exchange on which the Common Stock is traded.  If at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the Plan shall be exercised by the Committee.  Except as otherwise provided in the Certificate of Incorporation or By-laws of the Company, any action of the Committee with respect to the administration of the Plan shall be taken by a majority vote at a meeting at which a quorum is duly constituted or unanimous written consent of the Committee’s members.

(p)“Common Stock” means the common stock, par value $0.01 per share, of the Company.

(q)“Company” means Intrawest Resorts Holdings, Inc., a Delaware corporation (or any successor company, except as the term “Company” is used in the definition of “Change in Control” above).

(r)“Covered Employee” has the meaning ascribed to the term “covered employee” set forth in Section 162(m) of the Code.

(s)“Disability” means, with respect to any Participant, that such Participant (i) as determined by the Administrator in its sole discretion, is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company or an Affiliate thereof.

(t)“Effective Date” has the meaning set forth in Section 20 hereof.

(u)“Eligible Recipient” means an officer, employee, non-employee director, independent contractor or consultant of the Company or any Affiliate of the Company who has been selected as an eligible participant by the Administrator; provided, however, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, an Eligible Recipient of an Option or a Stock Appreciation Right means an employee, non-employee director, independent contractor or consultant of the Company or any Affiliate of the Company with respect to whom the Company is an “eligible issuer of service recipient stock” within the meaning of Section 409A of the Code.

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(v)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

(w)“Exercise Price” means, with respect to any Option, the per share price at which a holder of such Option may purchase such shares of Common Stock issuable upon the exercise of such Option.

(x)“Fair Market Value” of Common Stock or another security as of a particular date shall mean the fair market value as determined by the Administrator in its sole discretion; provided, however, (i) if the Common Stock or other security is admitted to trading on a national securities exchange, the fair market value on any date shall be the closing sale price reported on such date, or (ii) if the Common Stock or other security is then traded in an over-the-counter market, the fair market value on any date shall be the average of the closing bid and asked prices for such share in such over-the-counter market for the last preceding date on which there was a sale of such share in such market.

(y)“Free Standing Right” has the meaning set forth in Section 8(a) hereof.

(z)“Option” means an option to purchase shares of Common Stock granted pursuant to Section 7 hereof.

(aa)“Other Stock-Based Award” means an Award granted pursuant to Section 10 hereof.

(bb)“Participant” means any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority provided for in Section 3 below, to receive grants of Awards, and, upon his or her death, his or her successors, heirs, executors and administrators, as the case may be.

(cc)“Performance Goals” means performance goals based on one or more of the following criteria: (i) earnings, including one or more of operating income, net operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, adjusted EBITDA, economic earnings, or extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) stock price appreciation; (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii) cumulative earnings per share growth; (xiii) operating margin or profit margin; (xiv) cost targets, reductions and savings, productivity and efficiencies; (xv) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (xvi) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and (xvii) any combination of, or a specified increase in, any of the foregoing. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company or any Affiliate thereof, or a division or strategic business unit of the Company or any Affiliate thereof, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Administrator. The Performance Goals may include a threshold level of performance below which no payment shall be made (or no vesting shall occur), levels of performance at which specified payments shall be made (or specified vesting shall occur), and a maximum level of performance above which no additional payment shall be made (or at which full vesting shall occur). Each of the foregoing Performance Goals shall be determined in accordance with generally accepted accounting principles (to the extent applicable) and shall be subject to certification by the Administrator; provided, that, to the extent permitted by Section 162(m) of the Code to the extent applicable, the Administrator shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Affiliate thereof or the financial statements of the Company or any Affiliate thereof, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. Notwithstanding the foregoing, the Committee shall take any actions pursuant to this paragraph to the extent necessary and desirable to maintain qualification of Awards as performance-based compensation under Section 162(m) of the Code.

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(dd)“Permitted Transferee” means (i) any Affiliate (a “FIG Affiliate”) of Fortress Investment Group LLC, a Delaware limited liability company (“FIG”), (ii) any managing director, general partner, director, limited partner, officer or employee of any FIG Affiliate, (iii) any investment fund or other entity managed directly or indirectly by FIG or any Affiliate thereof (each, a “FIG Fund”), (iv) any general partner, limited partner, managing member or person occupying a similar role of or with respect to any FIG Fund or (v) Grove International Partners LLP or any of its Affiliates.

(ee)“Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.

(ff)“Plan” has the meaning set forth in Section 1 hereof.

(gg)“Related Right” has the meaning set forth in Section 8(a) hereof.

(hh)“Restricted Stock” means Shares granted pursuant to Section 9 below subject to certain restrictions that lapse at the end of a specified period or periods.

(ii)“Restricted Stock Unit” means the right, granted pursuant to Section 9 below, to receive the Fair Market Value of a share of Common Stock or, in the case of an Award denominated in cash, to receive the amount of cash per unit that is determined by the Administrator in connection with the Award.

(jj)“Rule 16b-3” has the meaning set forth in Section 3(a) hereof.

(kk)“Shares” means Common Stock reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any successor (pursuant to a merger, consolidation or other reorganization) security.

(ll)“Stock Appreciation Right” means the right to receive, upon exercise of the right, the applicable amounts as described in Section 8.

(mm)“Stock Bonus” means a bonus payable in fully vested shares of Common Stock granted pursuant to Section 11 hereof.

(nn)“Subsidiary” means, with respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or managing member or similar interest of such other Person.

(oo)“Transfer” has the meaning set forth in Section 18 hereof.

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Section 3. Administration.

(a)The Plan shall be administered by the Administrator and shall be administered in accordance with the requirements of Section 162(m) of the Code (but only to the extent necessary and desirable to maintain qualification of Awards as performance-based compensation under Section 162(m) of the Code) and, to the extent applicable, Rule 16b-3 under the Exchange Act (“Rule 16b-3”). 

(b)Pursuant to the terms of the Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated to it by the Board, shall have the power and authority, without limitation:

(1)to select those Eligible Recipients who shall be Participants;

(2)to determine whether and to what extent Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses, Other Stock-Based Awards, Cash Awards or a combination of any of the foregoing, are to be granted hereunder to Participants;

(3)to determine the number of Shares to be covered by each Award granted hereunder;

(4) to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but not limited to, (i) the restrictions applicable to Restricted Stock or Restricted Stock Units and the conditions under which restrictions applicable to such Restricted Stock or Restricted Stock Units shall lapse, (ii) the performance goals and periods applicable to Awards, (iii) the Exercise Price of each Option and Base Price of each Stock Appreciation Right, (iv) the vesting schedule applicable to each Award, (v) the number of Shares or amount of cash or other property subject to each Award and (vi) subject to the requirements of Section 409A of the Code (to the extent applicable), any amendments to the terms and conditions of outstanding Awards, including, but not limited to, extending the exercise period of such Awards and accelerating the vesting schedule of such Awards);

(5) to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Awards;

(6)to determine the Fair Market Value in accordance with the terms of the Plan;

(7) to determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the Participant’s employment for purposes of Awards granted under the Plan;

(8)to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; and

(9) to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan.

(c)All decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, including the Company and the Participants.  No member of the Board or the Committee, nor any officer or employee of the Company or any Subsidiary thereof acting on behalf of the Board or the Committee, shall be personally liable for any action, omission, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the Company and of any Subsidiary thereof acting on their behalf shall, to the maximum extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, omission, determination or interpretation.

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Section 4. Shares Reserved for Issuance; Certain Limitations.

(a)The maximum number of shares of Common Stock reserved for issuance under the Plan shall be ___________ shares (subject to adjustment as provided by Section 5).

(b)Notwithstanding anything in this Plan to the contrary, and subject to adjustment as provided by Section 5, from and after such time, if any, as the Plan is subject to Section 162(m) of the Code:

(1)No individual (including an individual who is likely to be a Covered Employee) will be granted Options or Stock Appreciation Rights for more than the number of shares of Common Stock reserved under Section 4(a) during any calendar year.

(2)No individual who is likely to be a Covered Employee with respect to a calendar year will be granted (A) Restricted Stock, Restricted Stock Units, a Stock Bonus or Other Stock-Based Awards for more than the number of shares of Common Stock reserved under Section 4(a) during any calendar year or (B) a Cash Award in cash in excess of $10,000,000 during any calendar year.

(c)Shares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If any Shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of shares to the Participant, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan. Notwithstanding the foregoing, Shares that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with any Option or Stock Appreciation Right under the Plan, as well as any Shares exchanged by a Participant or withheld by the Company or any Subsidiary to satisfy the tax withholding obligations related to any Option or Stock Appreciation Right under the Plan, shall not be available for subsequent Awards under the Plan, and notwithstanding that a Stock Appreciation Right is settled by the delivery of a net number of shares of Common Stock, the full number of shares of Common Stock underlying such Stock Appreciation Right shall not be available for subsequent Awards under the Plan. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of Shares as to which the Award is exercised and, notwithstanding the foregoing, such number of shares shall no longer be available for Awards under the Plan. In addition, (i) to the extent an Award is denominated in shares of Common Stock, but paid or settled in cash, the number of shares of Common Stock with respect to which such payment or settlement is made shall again be available for grants of Awards pursuant to the Plan and (ii) shares of Common Stock underlying Awards that can only be settled in cash shall not be counted against the aggregate number of shares of Common Stock available for Awards under the Plan.

Section 5. Equitable Adjustments.

(a)In the event of any Change in Capitalization, an equitable substitution or proportionate adjustment shall be made, in each case, as may be determined by the Administrator, in its sole discretion, in (i) the aggregate number of shares of Common Stock reserved for issuance under the Plan and the maximum number of shares of Common Stock or cash that may be subject to Awards granted to any Participant in any calendar year, (ii) the kind and number of securities subject to, and the Exercise Price or Base Price of, any outstanding Options and Stock Appreciation Rights granted under the Plan, and (iii) the kind, number and purchase price of shares of Common Stock, or the amount of cash or amount or type of other property, subject to outstanding Restricted Stock, Restricted Stock Units, Stock Bonuses and Other Stock-Based Awards granted under the Plan; provided, however, that any fractional shares resulting from the adjustment shall be eliminated. Such other equitable substitutions or adjustments shall be made as may be determined by the Administrator, in its sole discretion.

(b)Without limiting the generality of the foregoing, in connection with a Change in Capitalization, the Administrator may provide, in its sole discretion, for the cancellation of any outstanding Award in exchange for payment in cash or other property having an aggregate Fair Market Value equal to the Fair Market Value of the shares of Common Stock, cash or other property covered by such Award, reduced by the aggregate Exercise Price or Base Price thereof, if any; provided, however, that if the Exercise Price or Base Price of any outstanding Award is equal to or greater than the Fair Market Value of the shares of Common Stock, cash or other property covered by such Award, the Board may cancel such Award without the payment of any consideration to the Participant.

(c)The determinations made by the Administrator or the Board, as applicable, pursuant to this Section 5 shall be final, binding and conclusive.

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Section 6. Eligibility.

The Participants under the Plan shall be selected from time to time by the Administrator, in its sole discretion, from those individuals that qualify as Eligible Recipients.

Section 7. Options.

(a)General. Each Participant who is granted an Option shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, which Award Agreement shall set forth, among other things, the Exercise Price of the Option, the term of the Option and provisions regarding exercisability of the Option. The provisions of each Option need not be the same with respect to each Participant. More than one Option may be granted to the same Participant and be outstanding concurrently hereunder. Options granted under the Plan shall be subject to the terms and conditions set forth in this Section 7 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable and set forth in the applicable Award Agreement. Each Option granted hereunder is intended to be a non-qualified Option and is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.

(b)Exercise Price. The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at the time of grant, but in no event shall the exercise price of an Option be less than one hundred percent (100%) of the Fair Market Value of the related shares of Common Stock on the date of grant.

(c)Option Term. The maximum term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten (10) years after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to the applicable provisions in the Plan and the Award Agreement. Notwithstanding the foregoing, the Administrator shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as the Administrator, in its sole discretion, deems appropriate.

(d)Exercisability. Each Option shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of pre-established performance goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide that any Option shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions at any time, in whole or in part, based on such factors as the Administrator may determine in its sole discretion. Notwithstanding anything to the contrary contained herein, an Option may not be exercised for a fraction of a share.

(e)Method of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number of whole Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in cash or its equivalent, as determined by the Administrator.  As determined by the Administrator, in its sole discretion, with respect to any Option or category of Options, payment in whole or in part may also be made (i) by means of consideration received under any cashless exercise procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise), (ii) in the form of unrestricted Shares already owned by the Participant which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (iii) any other form of consideration approved by the Administrator and permitted by applicable law or (iv) any combination of the foregoing.

(f)Rights as Stockholder. A Participant shall have no rights to dividends or distributions or any other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of the exercise thereof, has paid in full for such Shares and has satisfied the requirements of Section 17 hereof.

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(g)Termination of Employment or Service. Unless the applicable Award Agreement provides otherwise, in the event that the employment or service of a Participant with the Company and all Affiliates thereof shall terminate, any Options then held by the Participant shall be treated as follows:

(1)If such termination is for any reason other than Cause, Disability, or death (including a termination by reason of the employer or other service recipient of the Participant ceasing to be a Subsidiary or Affiliate of the Company, as applicable), (A) Options granted to such Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable until the date that is ninety (90) days after such termination, on which date they shall expire, and (B) Options granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination. The ninety (90) day period described in this Section 7(g)(1) shall be extended to one (1) year after the date of such termination in the event of the Participant’s death during such ninety (90) day period. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term.

(2)If such termination is on account of the Disability, or death of the Participant, (A) Options granted to such Participant, to the extent that they were exercisable at the time of such termination, shall remain exercisable until the date that is one (1) year after such termination, on which date they shall expire and (B) Options granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term.

(3)If such termination is for Cause, all outstanding Options granted to such Participant (whether exercisable or not immediately prior to such termination) shall expire at the commencement of business on the date of such termination.

(h)Other Change in Employment Status. An Option shall be affected, both with regard to vesting schedule and termination, by leaves of absence, changes from full-time to part-time employment, partial disability or other changes in the employment status of an Participant, in the discretion of the Administrator.

Section 8. Stock Appreciation Rights.

(a)General. Stock Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction with all or part of any Option granted under the Plan (“Related Rights”). Related Rights may be granted either at or after the time of the grant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, grants of Stock Appreciation Rights shall be made, the number of Shares to be awarded, the Base Price, and all other conditions of Stock Appreciation Rights. Notwithstanding the foregoing, no Related Right may be granted for more Shares than are subject to the Option to which it relates. The provisions of Stock Appreciation Rights need not be the same with respect to each Participant. Stock Appreciation Rights granted under the Plan shall be subject to the following terms and conditions set forth in this Section 8 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable, as set forth in the applicable Award Agreement.

(b)Base Price. Each Stock Appreciation Right shall be granted with a base price that is not less than one hundred percent (100%) of the Fair Market Value of the related shares of Common Stock on the date of grant (such amount, the “Base Price”).

(c)Awards; Rights as Stockholder. A Participant shall have no rights to dividends or any other rights of a stockholder with respect to the shares of Common Stock, if any, subject to a Stock Appreciation Right until the Participant has given written notice of the exercise thereof and has satisfied the requirements of Section 17 hereof.

(d)Exercisability.

(1)Stock Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator in the applicable Award Agreement.

(2)Stock Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options to which they relate shall be exercisable in accordance with the provisions of Section 7 hereof and this Section 8 of the Plan.

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(e)Consideration Upon Exercise.

(1)Upon the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to (i) the excess of the Fair Market Value as of the date of exercise over the Base Price per share specified in the Free Standing Right, multiplied by (ii) the number of Shares in respect of which the Free Standing Right is being exercised.

(2)A Related Right may be exercised by a Participant by surrendering the applicable portion of the related Option. Upon such exercise and surrender, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to (i) the excess of the Fair Market Value as of the date of exercise over the Exercise Price specified in the related Option, multiplied by (ii) the number of Shares in respect of which the Related Right is being exercised. Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised.

(3)Notwithstanding the foregoing, the Administrator may determine to settle the exercise of a Stock Appreciation Right in cash (or in any combination of Shares and cash).

(f)Termination of Employment or Service.

(1)Unless the applicable Award Agreement provides otherwise, in the event that the employment or service of a Participant with the Company and all Affiliates thereof shall terminate, any Free Standing Rights then held by the Participant shall be treated as follows:

(i)If such termination is for any reason other than Cause, Disability, or death (including a termination by reason of the employer or other service recipient of the Participant ceasing to be a Subsidiary or Affiliate of the Company, as applicable), (A) Free Standing Rights granted to such Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable until the date that is ninety (90) days after such termination, on which date they shall expire, and (B) Free Standing Rights granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination. The ninety (90) day period described in this Section 8(f)(1) shall be extended to one (1) year after the date of such termination in the event of the Participant’s death during such ninety (90) day period. Notwithstanding the foregoing, no Free Standing Rights shall be exercisable after the expiration of its term.

(ii)If such termination is a result of the Disability, or death of the Participant, (A) Free Standing Rights granted to such Participant, to the extent that they were exercisable at the time of such termination, shall remain exercisable until the date that is one (1) year after such termination, on which date they shall expire and (B) Free Standing Rights granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination. Notwithstanding the foregoing, no Free Standing Rights shall be exercisable after the expiration of its term.

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(iii)If such termination is for Cause, all outstanding Free Standing Rights granted to such Participant (whether exercisable or not immediately prior to such termination) shall expire at the commencement of business on the date of such termination.

(2)In the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted one or more Related Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as set forth in the related Options.

(g)Term.

(1)The term of each Free Standing Right shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than ten (10) years after the date such right is granted.

(2)The term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be exercisable more than ten (10) years after the date such right is granted.

Section 9. Restricted Stock and Restricted Stock Units.

(a)General. Restricted Stock and Restricted Stock Units may be issued either alone or in addition to other awards granted under the Plan. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, Restricted Stock or Restricted Stock Units shall be made; the number of Shares to be awarded; the price, if any, to be paid by the Participant for the acquisition of Restricted Stock or Restricted Stock Units; the period of time prior to which Restricted Stock or Restricted Stock Units become vested and free of restrictions on Transfer (the “Restricted Period”); the performance objectives (if any); and all other conditions of the Restricted Stock and Restricted Stock Units. If the restrictions, performance objectives and/or conditions established by the Administrator are not attained, a Participant shall forfeit his or her Restricted Stock or Restricted Stock Units, in accordance with the terms of the grant. The provisions of Restricted Stock or Restricted Stock Units need not be the same with respect to each Participant.

(b)Awards and Certificates.

(1)Except as otherwise provided below in Section 9(c), (i) each Participant who is granted an award of Restricted Stock may, in the Company’s sole discretion, be issued a stock certificate in respect of such Restricted Stock; and (ii) any such certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to any such Award. The Company may require that the stock certificates, if any, evidencing Restricted Stock be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition of any award of Restricted Stock, the Participant shall have delivered a stock transfer form, endorsed in blank, relating to the Shares covered by such award. Certificates for shares of unrestricted Common Stock may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired without forfeiture in respect of such Restricted Stock.

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(2)With respect to Restricted Stock Units to be settled in Shares, at the expiration of the Restricted Period, stock certificates in respect of the shares of Common Stock underlying such Restricted Stock Units may, in the Company’s sole discretion, be delivered to the Participant, or his legal representative, in a number equal to the number of shares of Common Stock underlying the Restricted Stock Units.

(3)Notwithstanding anything in the Plan to the contrary, any Restricted Stock or Restricted Stock Units to be settled in Shares (at the expiration of the Restricted Period) may, in the Company’s sole discretion, be issued in uncertificated form.

(4)Further, notwithstanding anything in the Plan to the contrary, with respect to Restricted Stock Units, at the expiration of the Restricted Period, Shares (either in certificated or uncertificated form) or cash, as applicable, shall promptly be issued to the Participant, unless otherwise deferred in accordance with procedures established by the Company in accordance with Section 409A of the Code, and such issuance or payment shall in any event be made no later than March 15^th of the calendar year following the year of vesting or within other such period as is required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code.

(c)Restrictions and Conditions. The Restricted Stock and Restricted Stock Units granted pursuant to this Section 9 shall be subject to the following restrictions and conditions and any additional restrictions or conditions as determined by the Administrator at the time of grant or, subject to Section 409A of the Code where applicable, thereafter:

(1)The Administrator may, in its sole discretion, provide for the lapse of restrictions in installments and may accelerate or waive such restrictions in whole or in part based on such factors and such circumstances as the Administrator may determine, in its sole discretion, including, but not limited to, the attainment of certain performance related goals, the Participant’s termination of employment or service as an officer, director, independent contractor or consultant to the Company or any Affiliate thereof, or the Participant’s death or Disability; provided, however, that this sentence shall not apply to any Award which is intended to qualify as performance-based compensation under Section 162(m) of the Code. Notwithstanding the foregoing, upon a Change in Control, the outstanding Awards shall be subject to Section 14 hereof.

(2)Except as provided in the applicable Award Agreement, the Participant shall generally have the rights of a stockholder of the Company with respect to shares of Restricted Stock during the Restricted Period, including the right to vote such shares and to receive any dividends declared with respect to such shares. The Participant shall generally not have the rights of a stockholder with respect to shares of Common Stock subject to Restricted Stock Units during the Restricted Period; provided, however, that, subject to Section 409A of the Code, an amount equal to dividends declared during the Restricted Period with respect to the number of shares of Common Stock covered by Restricted Stock Units may, to the extent set forth in an Award Agreement, be provided to the Participant. Notwithstanding the foregoing, any dividend or dividend equivalent awarded with respect to Restricted Stock or Restricted Stock Units shall, unless otherwise set forth in an applicable Award Agreement, be subject to the same restrictions, conditions and risks of forfeiture as the underlying Restricted Stock or Restricted Stock Units.

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(d)Termination of Employment or Service. The rights of Participants granted Restricted Stock or Restricted Stock Units upon termination of employment or service with the Company and all Affiliates thereof for any reason during the Restricted Period shall be set forth in the Award Agreement.

(e)Form of Settlement. The Administrator reserves the right in its sole discretion to provide (either at or after the grant thereof) that any Restricted Stock Unit represent the right to receive the amount of cash per unit that is determined by the Administrator in connection with the Award.

Section 10. Other Stock-Based Awards.

Other forms of Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including but not limited to dividend equivalents, may be granted either alone or in addition to other Awards (other than in connection with Options or Stock Appreciation Rights) under the Plan. Any dividend or dividend equivalent awarded hereunder shall be subject to the same restrictions, conditions and risks of forfeiture as the underlying Award. Subject to the provisions of the Plan, the Administrator shall have sole and complete authority to determine the individuals to whom and the time or times at which such Other Stock-Based Awards shall be granted, the number of shares of Common Stock to be granted pursuant to such Other Stock-Based Awards, or the manner in which such Other Stock-Based Awards shall be settled (e.g., in shares of Common Stock, cash or other property), or the conditions to the vesting and/or payment or settlement of such Other Stock-Based Awards (which may include, but not be limited to, achievement of performance criteria) and all other terms and conditions of such Other Stock-Based Awards.

Section 11. Stock Bonuses.

In the event that the Administrator grants a Stock Bonus, the Shares constituting such Stock Bonus shall, as determined by the Administrator, be evidenced in uncertificated form or by a book entry record or a certificate issued in the name of the Participant to whom such grant was made and delivered to such Participant as soon as practicable after the date on which such Stock Bonus is payable.

Section 12. Cash Awards.

The Administrator may grant awards that are payable solely in cash, as deemed by the Administrator to be consistent with the purposes of the Plan, and such Cash Awards shall be subject to the terms, conditions, restrictions and limitations determined by the Administrator, in its sole discretion, from time to time. Cash Awards may be granted with value and payment contingent upon the achievement of performance criteria.

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Section 13. Special Provisions Regarding Certain Awards.

The Administrator may make Awards hereunder to Covered Employees (or to individuals whom the Administrator believes may become Covered Employees) that are intended to qualify as performance-based compensation under Section 162(m) of the Code. The exercisability and/or payment of such Awards may, to the extent required to qualify as performance-based compensation under Section 162(m) of the Code, be subject to the achievement of performance criteria based upon one or more Performance Goals and to certification of such achievement in writing by the Committee. The Committee may in its discretion reduce the amount of such Awards that would otherwise become exercisable and/or payable upon achievement of such Performance Goals and the certification in writing of such achievement, but may not increase such amounts. Any such Performance Goals shall be established in writing by the Committee not later than the time period prescribed under Section 162(m) of the Code and the regulations thereunder. Notwithstanding anything set forth in the Plan to contrary, all provisions of such Awards which are intended to qualify as performance-based compensation under Section 162(m) of the Code shall be construed in a manner to so comply.

Section 14. Change in Control Provisions.

Unless otherwise determined by the Administrator and evidenced in an Award Agreement, in the event that (a) a Change in Control occurs, and (b) the Participant’s employment or service is terminated by the Company, its successor or an Affiliate thereof without Cause on or after the effective date of the Change in Control but prior to twelve (12) months following the Change in Control, then:

(a)any unvested or unexercisable portion of any Award carrying a right to exercise shall become fully vested and exercisable; and

(b)the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an Award granted under the Plan shall lapse and such Awards shall be deemed fully vested and any performance conditions imposed with respect to such Awards shall be deemed to be fully achieved.

If the Administrator determines in its discretion pursuant to Section 3(b)(5) hereof to accelerate the vesting of Options and/or Stock Appreciation Rights in connection with a Change in Control, the Administrator shall also have discretion in connection with such action to provide that all Options and/or Stock Appreciation Rights outstanding immediately prior to such Change in Control shall expire on the effective date of such Change in Control.

Section 15. Amendment and Termination.

The Board may amend, alter or terminate the Plan, but no amendment, alteration, or termination shall be made that would impair the rights of a Participant under any Award theretofore granted without such Participant’s consent. Unless the Board determines otherwise, the Board shall obtain approval of the Company’s stockholders for any amendment to the Plan that would require such approval in order to satisfy the requirements of Section 162(m) of the Code (but only to the extent necessary and desirable to maintain qualification of Awards as performance-based compensation under Section 162(m) of the Code), any rules of the stock exchange on which the Common Stock is traded or other applicable law. The Administrator may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 5 of the Plan and the immediately preceding sentence, no such amendment shall impair the rights of any Participant without his or her consent.

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Section 16. Unfunded Status of Plan.

The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company.

Section 17. Withholding Taxes.

Each Participant shall, no later than the date as of which the value of an Award first becomes includible in the gross income of such Participant for purposes of applicable taxes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, the minimum amount of any such applicable taxes required by law to be withheld with respect to the Award. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant. Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any applicable withholding tax requirements related thereto. Whenever Shares or property other than cash are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any related taxes to be withheld and applied to the tax obligations; provided, that, with the approval of the Administrator, a Participant may satisfy the foregoing requirement by either (i) electing to have the Company withhold from delivery of Shares or other property, as applicable, or (ii) by delivering already owned unrestricted shares of Common Stock, in each case, having a value not exceeding the applicable taxes to be withheld and applied to the tax obligations. Such already owned and unrestricted shares of Common Stock shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld is determined and any fractional share amounts resulting therefrom shall be settled in cash. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to an award. The Company may also use any other method of obtaining the necessary payment or proceeds, as permitted by law, to satisfy its withholding obligation with respect to any Award.

Section 18. Transfer of Awards.

Until such time as the Awards are fully vested and/or exercisable in accordance with the Plan or an Award Agreement, no purported sale, assignment, mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “Transfer”) by any holder thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written consent of the Administrator, which consent may be granted or withheld in the sole discretion of the Administrator. Any purported Transfer of an Award or any economic benefit or interest therein in violation of the Plan or an Award Agreement shall be null and void ab initio, and shall not create any obligation or liability of the Company, and any Person purportedly acquiring any Award or any economic benefit or interest therein transferred in violation of the Plan or an Award Agreement shall not be entitled to be recognized as a holder of any shares of Common Stock or other property underlying such Award. Unless otherwise determined by the Administrator in accordance with the provisions of the immediately preceding sentence, an Option may be exercised, during the lifetime of the Participant, only by the Participant or, during any period during which the Participant is under a legal disability, by the Participant’s guardian or legal representative.

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Section 19. Continued Employment or Service.

The adoption of the Plan shall not confer upon any Eligible Recipient any right to continued employment or service with the Company or any Affiliate thereof, as the case may be, nor shall it interfere in any way with the right of the Company or any Affiliate thereof to terminate the employment or service of any of its Eligible Recipients at any time.

Section 20. Effective Date.

The Plan was adopted by the Board on __________ __, 2014, and shall become effective without further action as of the later of (a) the effectiveness of the Company’s registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission on November 12, 2013, as amended, and (b) the Common Stock being listed or approved for listing upon notice of issuance on the New York Stock Exchange (the date of such effectiveness, the “Effective Date”).

Section 21. Term of Plan.

No award shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date, but awards theretofore granted may extend beyond that date.

Section 22. Securities Matters and Regulations.

(a)Notwithstanding anything herein to the contrary, the obligation of the Company to sell or deliver Common Stock with respect to any Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Administrator. The Administrator may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such agreements and representations, and that such certificates bear such legends, as the Administrator, in its sole discretion, deems necessary or advisable.

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(b)Each Award is subject to the requirement that, if at any time the Administrator determines that the listing, registration or qualification of Common Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Common Stock, no such Award shall be granted or payment made or Common Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Administrator.

(c)In the event that the disposition of Common Stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act and is not otherwise exempt from such registration, such Common Stock shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Administrator may require a Participant receiving Common Stock pursuant to the Plan, as a condition precedent to receipt of such Common Stock, to represent to the Company in writing that the Common Stock acquired by such Participant is acquired for investment only and not with a view to distribution.

Section 23. Notification of Election Under Section 83(b) of the Code.

If any Participant shall, in connection with the acquisition of shares of Common Stock under the Plan, make the election permitted under Section 83(b) of the Code, such Participant shall notify the Company of such election within ten (10) days after filing notice of the election with the Internal Revenue Service.

Section 24. No Fractional Shares.

No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Administrator shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

Section 25. Beneficiary.

A Participant may file with the Administrator a written designation of a beneficiary on such form as may be prescribed by the Administrator and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.

Section 26. Paperless Administration.

In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.

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Section 27. Severability.

If any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in the Plan.

Section 28. Clawback.

Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Section 29. Section 409A of the Code.

The Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments described in the Plan that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent that any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code. The Company makes no representation that any or all of the payments or benefits described in this Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

Section 30. Governing Law.

The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law of such state.

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EX-10.29

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into effective as of January 20, 2014 (the “Effective Date”), by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Corporation”), and William A. Jensen (the “Executive”). Where the context permits, references to “the Corporation” shall include the Corporation and any successor to the Corporation.

WHEREAS, Intrawest ULC (a subsidiary of the Corporation) and the Executive previously entered into an employment agreement, effective as of June 30, 2010, as amended on each of November 1, 2010 and December 31, 2012 (the “Original Agreement”); and

WHEREAS, the Corporation and the Executive mutually desire to amend and restate the Original Agreement in its entirety as of the Effective Date, subject to the terms and conditions set forth in this Agreement, pursuant to which the Executive will continue to serve as the Chief Executive Officer of the Corporation.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. TERM OF EMPLOYMENT. The Executive’s employment with the Corporation under the terms and conditions of this Agreement shall commence on the Effective Date and shall continue until the termination of the Executive’s employment in accordance with the terms and conditions of Section 5 of this Agreement (the “Employment Term”).

2. POSITION, REPORTING AND DUTIES.

(a) Position and Reporting. During the Employment Term, the Executive shall serve as the Chief Executive Officer of the Corporation and shall report directly to the Board of Directors of the Corporation (the “Board”).

(b) Duties and Responsibilities. During the Employment Term, the Executive shall (i) be a full-time employee of the Corporation and shall dedicate all of his working time to the Corporation and its subsidiaries and shall have no other employment and no other business ventures which are undisclosed to the Corporation or which conflict with his duties under this Agreement, provided that this provision shall not restrict the Executive from engaging in private investment activities on behalf of himself or his immediate family or, subject to the prior approval of the Board, serving on the board of directors (or similar position) or committees thereof of a charitable, non-profit or civic organization so long as any such activities do not conflict with this Agreement or interfere with the Executive’s duties or responsibilities as an officer of the Corporation and its subsidiaries and are not in respect of a Competitive Business (as defined below) and (ii) have the normal duties, responsibilities and authority of an executive serving as a Chief Executive Officer of a public corporation comparable to the Corporation, which duties shall comprise executive and management functions and responsibilities, including the hiring, supervision and/or discipline of employees, the creation and management of the Corporation’s business strategies, and the creation and enforcement of the Corporation’s policies, subject in each case to the power of the Board or its designee to expand or limit such duties, responsibilities and authority, either generally or in specific instances, in each case, subject to the terms of this Agreement. The Executive shall serve as a member of the Board during the Employment Term, and as requested by the Board from time to time, as an officer and/or member of the board of directors of any Affiliates of the Corporation, in each case for no additional compensation.

3. LOCATION OF EMPLOYMENT. The principal location of the Executive’s employment with the Corporation shall be at the Corporation’s headquarters in the Denver, Colorado area. The Executive understands and agrees that Executive may be required to travel in performing Executive’s duties.

4. COMPENSATION AND BENEFITS.

(a) Base Compensation. During the Employment Term, the Corporation will pay to the Executive a base salary at the annualized rate of $700,000 (the base salary in effect from time to time, the “Base Salary”). The Base Salary will be paid in bi-weekly installments in accordance with the Corporation’s customary compensation practices for the Corporation’s employees, which may be reviewed and continued or modified by the Corporation in its sole discretion from time to time. The Compensation Committee of the Board (the “Committee”) will review the Executive’s Base Salary at least annually and may increase the Executive’s Base Salary, but may not unilaterally reduce the Executive’s then-existing Base Salary without the Executive’s consent and agreement.

(b) Annual Performance-Based Incentive.

(i) The Executive shall be eligible to continue to participate in the annual performance-based cash bonus plan in effect for similarly situated employees of the Corporation, as may be amended by the Corporation in its sole discretion from time to time (the “Annual Incentive Plan”). The Executive’s target annual bonus under the Annual Incentive Plan will continue to be 100% of the Base Salary as in effect on the first day of the fiscal year to which the Annual Bonus relates. The Committee will review the Executive’s bonus structure at least annually and may adjust such bonus structure in its sole discretion. Any amendment to the Annual Incentive Plan by the Corporation shall not impair or otherwise adversely affect any benefits of the Executive that vested before the amendment.

(ii) Except as otherwise set forth in this Agreement, the Executive will not be eligible to receive a payment under the Annual Incentive Plan unless the Executive is an active employee as of, and has not given or received notice of termination of employment as of, the date such payment is made. Annual Bonus payments will be made as soon as practicable following completion of the Corporation’s annual audit, which is expected to occur in October immediately following the end of the fiscal year to which the Annual Bonus relates.

(c) Equity Incentive Award. Subject to and as soon as practicable following the completion of the contemplated initial public offering of the Corporation’s common stock in accordance with that certain registration statement on Form S-1 filed by the Corporation with the U.S. Securities and Exchange Commission on November 12, 2013, as amended (such form, the “Form S-1,” and such initial public offering, the “IPO”), the Corporation will grant to the Executive a number of restricted stock units with an aggregate value of $3,000,000 (the “RSU Award”). The number of restricted stock units shall be determined based on the public sale price per share of the Corporation’s common stock in the IPO. The RSU Award will be subject to all of the terms and conditions of the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan (the “Omnibus Plan”) and a written award agreement to be entered into between the Corporation and the Executive, which will provide, among other things, that the restricted stock units may be settled in shares of Common Stock or cash in the Corporation’s sole discretion.

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(d) Transaction Bonus.

(i) The Executive shall be eligible to receive a one-time cash lump sum payment equal to the lesser of (i) $2,000,000 and (ii) 1% of the cash proceeds received by the “Initial Stockholders” (as defined in the Form S-1) in connection with the sale of shares of the Corporation’s common stock offered by the Initial Stockholders in the IPO, including any shares offered by the Initial Stockholders pursuant to the underwriters’ option to purchase additional shares thereunder (the applicable amount, the “Transaction Bonus”). The Transaction Bonus (less applicable withholdings) will be paid to the Executive within forty (40) days following the closing of the IPO.

(ii) For the avoidance of doubt, any amounts received by the Corporation in respect of any shares of the Corporation’s common stock offered directly by the Corporation in connection with the IPO will not be included in the determination of the Transaction Bonus.

(e) Employee Benefits. The Executive will be eligible to participate in all of the Corporation’s benefit, group insurance, retirement and perquisite plans generally available to the Corporation’s similarly situated executives from time to time (collectively the “Plans”), subject to the terms and conditions of such Plans as are in effect and as may be amended by the Corporation in its sole discretion from time to time.

(f) Vacation and Paid Time-Off.

(i) The Executive will be entitled to 25 days of paid vacation during each 12-month period commencing on the Effective Date and on each subsequent anniversary thereof (each such 12-month period an “Anniversary Year”) in accordance with the policies and practices of the Corporation in effect from time to time. The Executive will take vacation at such times as are reasonably acceptable to the Corporation having regard to its operations. Any vacation days not used in an Anniversary Year will be automatically rolled over into the next Anniversary Year, provided that the total balance of the Executive’s earned and unused vacation at any point will not at any time exceed 37.5 days and the Executive will not earn or accrue any vacation above that maximum.

(ii) The Executive will be entitled to additional paid time-off in respect of sick days, statutory holidays and Denver office closures in accordance with the Corporation’s policies as in effect from time to time.

(g) Expenses. Consistent with its policies as established from time to time, the Corporation will reimburse the Executive for all business expenses reasonably incurred by the Executive in connection with the performance of the Executive’s duties upon the Executive providing the Corporation with such support for reimbursement as is required by those policies.

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(h) Insurance; Indemnification. If the Executive is a director or officer of the Corporation and any of its Affiliates at any time, the Executive shall from time to time be covered by such comprehensive directors’ and officers’ liability insurance and errors and omissions liability insurance as the Corporation shall have established and maintained in respect of its directors and officers generally at its expense. The insurance policies to be maintained by the Corporation hereunder may contain exclusions from coverage in respect of gross negligence or mala fides acts on the part of the Executive. The Executive shall also be entitled to indemnification rights, benefits and related expense advances and reimbursements to the same extent as any other director or officer of the Corporation or its subsidiaries.

5. TERMINATION OF EMPLOYMENT.

(a) Termination by the Corporation for Cause. The Corporation may terminate this Agreement and the Executive’s employment hereunder at any time for Cause (based on acts or omissions by the Executive). In the event of such a termination, the Corporation shall pay to the Executive a lump-sum payment equal to the sum of the following, to the extent accrued and unpaid up to and including, but in no case after, the date of termination of the Executive’s employment (the “Termination Date”): (i) the Executive’s Base Salary, and (ii) the balance of the Executive’s earned and unused vacation pay, in each case payable within fourteen (14) days after the Termination Date (the “Accrued Benefits”). For the purposes of this agreement, “Cause” means the Executive’s:

(i) conviction or plea of guilty or no contest to a felony or criminal offense that relates to or arises out of the manner in which the Executive has performed his duties under this Agreement, results in material and demonstrable damage to the business or reputation of the Corporation or any of its Affiliates or involves an act of moral turpitude by the Executive;

(ii) wilful and continued failure to substantially perform his duties with the Corporation (other than by reason of his disability) or material breach of this Agreement, after a written demand for substantial performance or correction of the material breach, as the case may be, is delivered to the Executive by the Corporation and the Executive fails or refuses to resume substantial performance or correct the material breach within ten days after such written demand is received by him;

(iii) engaging in one or more acts which is materially damaging to the Corporation or any of its Affiliates, including acts or omissions that constitute gross negligence by the Executive in the performance of the Executive’s duties or responsibilities;

(iv) (A) misuse or misappropriation of the funds or assets of the Corporation or any of its Affiliates, (B) fraud or embezzlement against the Corporation or any of its Affiliates or (C) any other act of dishonesty against the Corporation or any of its Affiliates that is reasonably expected to result in material harm to the Corporation or any of its Affiliates, and in all cases whether by the Executive himself or by another employee or contractor of the Corporation or any Affiliate with the authorization of or condonation by the Executive;

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(v) breach of his fiduciary duties or duty of loyalty to the Corporation or any of its Affiliates;

(vi) wilful material disregard or violation of the legal rights of any employees of the Corporation or any of its Affiliates or of the Corporation’s written policies regarding discrimination or harassment; or

(vii) the habitual use of drugs or habitual use of alcohol to the extent that any of such uses, in the Corporation’s good faith determination, materially interfere with the performance of the Executive’s duties hereunder.

(b) Termination by the Corporation Without Cause or by the Executive for Good Reason. If at any time (i) the Corporation terminates the Executive’s employment for any reason other than for Cause or (ii) the Executive terminates his employment for Good Reason (as defined below), then the Executive shall be eligible to receive:

(i) The Accrued Benefits, payable within fourteen (14) days after the Termination Date; and

(ii) If the Executive (1) executes a release of all claims in a form acceptable to the Corporation (the “Release”) and the applicable revocation period with respect thereto expires within sixty (60) days following the Termination Date and (2) continues to comply with the Executive’s fiduciary obligations to the Corporation, the Executive’s covenants under Sections 6(d), 6(e), 6(f) and 6(g) of this Agreement and any other material ongoing obligations to which the Executive is subject, then the Corporation shall provide the Executive with:

(A) continued payment of the Base Salary (“Continued Base Salary”) in accordance with the Corporation’s normal payroll practices for twelve (12) months following the Termination Date; provided that (i) such payments shall commence on the first regularly scheduled payroll date following the date on which the Release becomes irrevocable (the “Payment Commencement Date”) and (ii) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this Section 5(b)(ii)(A) between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date; and provided further that if the Executive commences alternate employment or self-employment during such twelve month period, the remaining Continued Base Salary payments shall be reduced in amount (to zero if applicable) by the Executive’s salary, wages and other income received or earned or equity interests received or granted from such alternate employment or self-employment, and the Executive hereby agrees to provide written notice to the Corporation if he commences alternate employment or self-employment during the period of such payments;

(B) (i) any bonus under the Annual Incentive Plan that the Executive would have been eligible to receive in respect of the most recently completed fiscal year had the Executive been an active employee of the Corporation on the payment date, to the extent unpaid as of the Termination Date, payable on the date bonuses are paid under the Annual Incentive Plan to then-current employees, plus (ii) a lump-sum payment under the terms of the then-existing Annual Incentive Plan, on a pro-rata basis, equal to the product of (x) the bonus that would have been paid to the Executive for the fiscal year in which the Termination Date occurs had he remained employed through the end of such period and (y) a fraction, the numerator of which shall equal the number of days during the year in which the Termination Date occurs that the Executive was employed by the Corporation and denominator of which shall equal 365, payable on the date bonuses are paid under the Annual Incentive Plan to then-current employees; and

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(C) continuation of the Corporation’s contributions necessary to maintain the Executive’s coverage for the twelve (12) calendar months immediately following the end of the calendar month in which the Termination Date occurs under the medical, dental and vision programs in which the Executive participated immediately prior to the Termination Date, if the Executive elects COBRA continuation coverage for those benefit programs and continues to pay the same cost as a similarly situated active employee would pay for those programs; provided that if the Corporation determines in good faith that such contributions would cause adverse tax consequences to the Corporation or the Executive under applicable law, the Corporation shall instead provide the Executive with monthly cash payments during such twelve (12) month period in an amount that, prior to withholding for applicable taxes, is equal to the amount of the Corporation’s monthly contributions referenced above.

Notwithstanding the foregoing, to the extent required to avoid acceleration taxation or tax penalties under Section 409A of the Code, if the sixty (60) day period referenced in this Section 5(b) begins in one taxable year and ends in a second taxable year, the Payment Commencement Date shall occur in the second taxable year.

For the avoidance of doubt, a termination of the Executive’s employment as a result of the Executive’s death or following the Executive’s “disability” (as described in Section 5(e) below) shall not be considered a termination of the Executive’s employment other than for Cause pursuant to this Agreement, and shall instead be subject solely to the provisions set forth in Section 5(e) or 5(f), as applicable.

(c) Termination in Connection with Change in Control. Notwithstanding anything set forth in Section 5(b) to the contrary, if, within twelve (12) months following the consummation of a Change in Control (as defined in the Omnibus Plan), either (i) the Corporation terminates the Executive’s employment other than for Cause or (ii) the Executive terminates his employment for Good Reason, then the Executive shall be eligible to receive all of the payments and benefits referenced in Section 5(b), subject to all of the terms and conditions thereof, but the Continued Base Salary payments shall extend for a period of eighteen (18) months following the Termination Date and shall be provided in full regardless of whether the Executive commences alternate employment or self-employment during such period.

For purposes of this Agreement, “Good Reason” shall mean any action by the Corporation, in each case without the Executive’s prior consent, that (i) reduces the Base Salary as then in effect (other than as part of an across-the-board reduction affecting all senior executives of the Corporation), (ii) relocates the Executive’s principal place of employment to a location in another country, or to a location more than fifty (50) miles from the Executive’s principal place of employment, (iii) materially and adversely alters the nature or status of the Executive’s responsibilities or title or (iv) constitutes an intentional material breach of this Agreement by the Corporation. Notwithstanding the foregoing, in no event shall the occurrence of any such condition constitute Good Reason unless (A) the Executive provides notice to the Corporation of the existence of the condition giving rise to Good Reason within ninety (90) days following its initial existence and (B) the Corporation fails to materially cure such condition within thirty (30) days following the date of such notice, upon which failure to cure the Executive’s employment shall immediately terminate with Good Reason.

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(d) Voluntary Resignation. If the Executive wishes to resign from the Executive’s employment voluntarily, the Executive will provide thirty (30) days’ notice in writing to the Corporation. The Corporation may waive such notice period in whole or in part by paying the Executive’s Base Salary and continuing the applicable group benefit plans in each case as accrued and unpaid to the effective date of resignation. The Executive agrees that such waiver will not constitute termination of the Executive’s employment by the Corporation. In the event of such termination, the Corporation shall only be required to provide the Executive with the Accrued Benefits, payable within fourteen (14) days after the Termination Date.

(e) Termination Due to Disability. In the event the Executive is either (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Corporation, the Corporation may terminate this Agreement and the Executive’s employment hereunder by providing the Executive with notice of termination in writing, and in such case the Executive shall be eligible to receive all of the payments and benefits referenced in Section 5(b), subject to all of the terms and conditions thereof, but the Continued Base Salary payments shall be made in full for a period of twelve (12) months following the Termination Date regardless of whether the Executive commences alternate employment or self-employment during such period.

(f) Termination Due to Death. In the event of the Executive’s termination of employment due to death, the Corporation shall only be required to provide the Executive with a lump-sum payment equal to the Accrued Benefits, payable within fourteen (14) days after the Termination Date.

(g) Benefits and Perquisites. All other benefits and perquisites or payments in lieu of benefits and perquisites to or with respect to the Executive shall cease on Termination Date, except to the extent required by applicable law or pursuant to the terms of any equity plan or agreement.

(h) Return of Property. Upon any termination of the Executive’s employment hereunder (or at any other time upon the Corporation’s request), and as a condition of the Corporation paying the Executive any termination payments as may be required under Section 5(b), 5(c) or 5(e) hereof (other than the Accrued Benefits), the Executive will at once deliver or cause to be delivered to the Corporation all books, documents, effects, money, securities or other property belonging to the Corporation or its Affiliates or for which the Corporation or its Affiliates are liable to others, which are in the possession, charge, control or custody of the Executive.

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(i) Resignation as Officer or Director. Upon any termination of the Executive’s employment hereunder unless requested otherwise by the Corporation, the Executive shall resign each position (if any) that the Executive then holds as an officer or director of the Corporation or any of its Affiliates. The Executive’s execution of this Agreement shall be deemed the grant by the Executive to the officers of the Corporation of a limited power of attorney to sign in the Executive’s name and on the Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

6. COVENANTS.

(a) Full Time Service. The Executive shall devote all of the Executive’s business time, attention and effort to the business and affairs of the Corporation and its Affiliates, shall well and faithfully serve the Corporation and its Affiliates and shall use the Executive’s best efforts to promote the interests of the Corporation and its Affiliates. The Executive shall duly and diligently perform all of the duties assigned to him while in the employ of the Corporation and shall truthfully and faithfully account for and deliver to the Corporation all money, securities and things of value belonging to the Corporation which the Executive may from time to time receive for, from or on account of the Corporation.

(b) Rules, Regulations and Policies. The Executive shall be bound by and shall faithfully observe and abide by all the rules, regulations and policies of the Corporation and its Affiliates from time to time in force which are brought to the Executive’s notice or of which the Executive should reasonably be aware to the extent such rules, regulations and policies are not inconsistent with the terms of this Agreement or applicable law.

(c) Fiduciary Obligations. The Executive is a fiduciary of the Corporation and its Affiliates. The Executive shall not permit the Executive’s personal interests to conflict, or to appear to conflict, with the business interests of the Corporation or its Affiliates or the Executive’s duties to the Corporation or its Affiliates. Accordingly, during the Executive’s employment hereunder, the Executive shall not participate in the ownership of, have any financial or other involvement with or work for, any business or enterprise competing or endeavoring to compete with the business of the Corporation or any Affiliate (other than a holding as a passive investment of publicly listed shares that does not exceed 2% of the outstanding shares so listed) without the approval of the Corporation.

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(d) Confidential Information, Non-Disparagement and Remedies.

(i) The Executive acknowledges that by reason of the Executive’s employment with the Corporation, the Executive will have access to Confidential Information and trade secrets of the Corporation and its and its subsidiary, affiliate or related corporations (“Affiliates”), and that such Confidential Information and trade secrets are essential components of the business of the Corporation and its Affiliates, and are proprietary and would be of great value and benefit to competitors of the Corporation and Affiliates. “Confidential Information” includes anything respecting the Corporation or its Affiliates or the business of developing, marketing, selling and operating destination resorts (the “Business”) or their operations, and which is not made readily available to the general public; this includes trade secrets (including, but not limited to, consumer lists), ideas, marketing concepts, documents, designs, techniques, inventions, discoveries, copyrights, methods, forecasts, programs, research or anything else concerning the organization, business, customers, employees, and finances of the Corporation or any of its Affiliates or the Business. The Executive agrees that both during and after the Executive’s employment with the Corporation, the Executive will not disclose to any individual or other entity, except in the proper course of the Executive’s employment with the Corporation, or use for the Executive’s own purposes or for purposes other than those of the Corporation or its Affiliates, any Confidential Information or trade secrets of the Corporation or its Affiliates, acquired by the Executive. If information enters the public domain, except as a result of a breach of this Section 6(d)(i) by the Executive or a breach of another confidentiality agreement to which the Corporation or an Affiliate is a party, the information will not be deemed Confidential Information or a trade secret protected by this Section 6(d)(i). In the event that the Executive believes he is compelled by law to disclose Confidential Information or trade secrets of the Corporation or its Affiliates, pursuant to subpoena, similar court order, or other legal authority, the Executive will not disclose the said Confidential Information or trade secrets without giving the Corporation reasonable advance notice of the subpoena, court order, or legal authority, and affording the Corporation the reasonable opportunity to take legal action to contest, challenge, narrow or otherwise limit or condition the disclosure. In no event will the Executive disclose Confidential Information or trade secrets of the Corporation or its Affiliates when the disclosure is not clearly compelled by such subpoena, similar court order, or other legal authority.

(ii) The Executive agrees that, both during and after the Executive’s employment with the Corporation, the Executive will not make critical, negative or disparaging remarks about the Corporation and its Affiliates that could reasonably be expected to result in material harm to the Corporation or any of its Affiliates, including, but not limited to, comments about any of their respective products, services, management, business or employment practices, and will not voluntarily aid or voluntarily assist any person in any way with respect to any third-party claims pursued against the Corporation or any of its Affiliates. Nothing in this paragraph will prevent the Executive from (A) asserting his legal rights before an administrative agency or court of law, or from responding fully and accurately to any question, inquiry or request for information when required by applicable law or legal process or (B) making any critical remarks about the Corporation and its Affiliates in connection with any analyses made or opinions expressed in the ordinary course of the Executive’s duties hereunder during the Employment Term.

(iii) The Executive acknowledges and agrees that any breach of Section 6(d), 6(e) or 6(f) hereof will result in material and irreparable harm to the Corporation or an Affiliate although it may be difficult for the Corporation to establish a monetary value flowing from such harm. The Executive therefore agrees that the Corporation or an Affiliate, in addition to being entitled to monetary damages which flow from the breach, will be entitled to injunctive relief in a court of appropriate jurisdiction (without proof of damages or the posting of a bond) in the event of any breach by the Executive of any such Section.

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(e) Non-Solicitation. The Executive will not, in any manner whatsoever, directly or indirectly, without the prior written consent of the Corporation, at any time during the Executive’s employment hereunder and for a period of twelve (12) months immediately following the date of any termination of the Executive’s employment for any reason, either by the Executive, or by the Corporation, with or without Cause:

(i) induce or endeavor to induce (A) any employee of the Corporation or any of its Affiliates to leave employment with the Corporation or an Affiliate or (B) any consultant or contractor of the Corporation or an Affiliate to terminate its relationship as such with the Corporation or such Affiliate during any period of time that the business services provided, directly or indirectly, by such consultant or contractor are exclusively or primarily being provided to the Corporation and its Affiliates, provided, that this clause (i) shall not preclude customary non-targeted recruiting efforts or general solicitations that are not specifically directed to, but which may have the effect of causing an employee, consultant or contractor to leave the employment or arrangement with the Corporation or an Affiliate;

(ii) employ or attempt to employ or assist any individual or other entity to employ any employee of the Corporation or an Affiliate or to retain any consultant or contractor during any period of time that the business services provided, directly or indirectly, by such consultant or contractor are exclusively or primarily being provided to the Corporation or an Affiliate, provided, that this clause (ii) shall not preclude an employer of the Executive from offering employment or consulting or contracting services to anyone without the direct or indirect assistance of the Executive; or

(iii) for the purpose of competing with the Corporation or any of its subsidiaries, solicit, endeavor to solicit or gain the custom of, canvass or interfere with the Corporation’s or an Affiliate’s relationship with any individual or other entity that:

(A) is a customer or supplier of the Corporation or an Affiliate at the date hereof and/or at the date of any termination of the Executive’s employment;

(B) was a major customer or supplier of the Corporation or an Affiliate at any time within twenty-four (24) months prior to the date of any termination of the Executive’s employment; or

(C) has been pursued as a prospective major customer or supplier by or on behalf of the Corporation or an Affiliate at any time within twelve (12) months prior to the date of any termination of the Executive’s employment, and in respect of whom the Corporation or an Affiliate has not determined to cease all such pursuit.

(f) Non-Competition. The Executive recognizes that, in the event for any reason whatsoever his employment with the Corporation is terminated, his knowledge of the Confidential Information and trade secrets of the Corporation and his role in the Business may allow him to compete or to assist a third party to compete unfairly with the Corporation or any of its subsidiaries, in various locations throughout the U.S. and Canada. The Executive will not, in any manner whatsoever, directly or indirectly, anywhere in the U.S. or Canada:

(i) form, carry on, engage in or be concerned with or interested in (financially or in any other capacity); or

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(ii) advise, lend money to, guarantee the debts or obligations of or permit the Executive’s name or any part thereof to be used in the promotion or advancement of; or

(iii) be employed by or render any services (as an employee, independent contractor, consultant, or otherwise) to any individual or other entity engaged in, or concerned with or interested in,

any business (A) in Colorado or (B) within fifty miles of a project of the Corporation or any of its subsidiaries that is the same as, substantially similar to, or competitive with, the business of developing, marketing, selling or operating mountain resorts or adventure travel businesses (each, a “Competitive Business”), in each case without the prior written consent of the Corporation, at any time during the Executive’s employment hereunder and for the period of twelve (12) months immediately following the date of any termination of the Executive’s employment for any reason whatever and with or without Cause.

Where the Executive seeks the prior written consent of the Corporation to engage in any activities which may be in violation of this covenant, he will provide the Corporation in advance with full disclosure of all relevant information concerning the nature and the scope of the proposed activities and the identity of all parties with whom the Executive may be engaging in the proposed activities and the Corporation will reasonably assess such information with a view to determining if an agreement can be reached between the Executive and the Corporation permitting the Executive to engage in some or all of the proposed activities and not unreasonably restricting the Executive’s professional livelihood, provided that any such agreement must be on such terms and conditions, including that there must be no material harm to the business of the Corporation, as are acceptable to the Corporation.

(g) Cooperation. The Executive shall provide reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events during the Executive’s employment hereunder. The Corporation shall reimburse the Executive for the Executive’s reasonable travel expenses incurred in connection with the foregoing, in accordance with the Corporation’s policies and subject to the delivery of reasonable support for such expenses.

(h) Restrictions Reasonable. The Executive confirms that all restrictions and covenants in Sections 6(d), 6(e), 6(f) and 6(g) are reasonable and valid, and waives all objections to and defenses to the strict enforcement thereof.

(i) Acknowledgment. The Executive acknowledges and agrees that Sections 6(e) and 6(f) hereof are fully enforceable under Colorado Revised Statute Section 8-2-113(2) because this Agreement is a “contract for the protection of trade secrets” and the Executive serves the Corporation in an “[e]xecutive and management personnel” capacity.

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7. SECTION 280G.

(a) Treatment of Payments. Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that any payment or benefit received or to be received by the Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “Total Payments”) would fail to be deductible under Section 280G of the Code or otherwise would be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the payments or benefits to be received by the Executive that are subject to Section 280G of the Code shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments).

(b) Ordering of Reduction. In the case of a reduction in the Total Payments pursuant to Section 7(a), the Total Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.

(c) Certain Determinations. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by a nationally recognized accounting firm designated by the Corporation (the “Accounting Firm”) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

(d) Additional Payments. If the Executive receives reduced payments and benefits by reason of this Section 7 and it is established pursuant to a determination of a court of competent jurisdiction which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal Revenue Service proceeding, that the Executive could have received a greater amount without resulting in any Excise Tax, then the Corporation shall thereafter pay the Executive the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable.

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8. ASSIGNMENT. This Agreement, and all of the terms and conditions hereof, shall bind the Corporation and its successors and assigns. Neither this Agreement, nor any of the Corporation’s rights or obligations hereunder, may be assigned or otherwise subject to hypothecation by the Executive, and any such attempted assignment or hypothecation shall be null and void. The Corporation may assign the rights and obligations of the Corporation hereunder, in whole or in part, to any of the Corporation’s subsidiaries, Affiliates or parent corporations, or to any other successor or assign in connection with the sale of all or substantially all of the Corporation’s assets or stock or in connection with any merger, acquisition and/or reorganization, provided the assignee assumes the obligations of the Corporation hereunder.

9. GENERAL CONTRACT PROVISIONS.

(a) No Breach of Obligation to Others. The Executive acknowledges and represents to the Corporation that, in carrying out the Executive’s duties and functions for the Corporation or its Affiliates, the Executive shall not disclose to the Corporation or its Affiliates any confidential information of any third party. The Executive acknowledges and represents to the Corporation that the Executive has not brought to the Corporation nor shall the Executive use in the performance of the Executive’s duties and functions with the Corporation or its Affiliates any confidential materials or property of any third party. The Executive further acknowledges and represents that the Executive is not a party to any agreement with or under any legal obligation to any previous employer or other third party that conflicts with, or would otherwise restrict the Executive from performing, any of the Executive’s obligations to the Corporation or its Affiliates under this Agreement.

(b) Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado, without regard to any choice-of-law rules thereof which might apply the laws of any other jurisdiction. Each party irrevocably submits to the nonexclusive jurisdiction of the courts of Colorado and all courts competent to hear appeals from those courts with respect to any matter related to this Agreement.

(c) No Related Party Dealings. The Executive will not be allowed to deal on behalf of the Corporation with any entity in which he or his immediate family has an undisclosed financial interest.

(d) Entire Agreement. This Agreement, together with the documents referred to herein, constitutes and expresses the whole agreement of the parties hereto with reference to any of the matters or things herein provided for or herein before discussed or mentioned with reference to the Executive’s employment, and it cancels and replaces any and all prior understandings and agreements between the Executive and the Corporation, including, without limitation, the Original Agreement, which is cancelled and of no further force or effect as of the Effective Date. All promises, representations, collateral agreements and understandings not expressly incorporated in this Agreement are hereby superseded by this Agreement.

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(e) Notice. Any notice required or permitted to be given under this Agreement shall be in writing and shall be properly given if personally delivered, delivered by overnight courier of national reputation (e.g., FedEx or UPS) or sent by registered mail, return receipt requested, as follows:

If to the Corporation:	Intrawest Resorts Holdings, Inc.
	1621 18th Street, Suite 300 Denver, CO 80202 Attention: Chief General Counsel
If to the Executive:	to the last address of the Executive in the Corporation’s records
	or c/o Intrawest Resorts Holdings, Inc.

(f) Survival. The representations, warranties and covenants of the Executive contained in this Agreement will survive any termination of the Executive’s employment with the Corporation.

(g) Damages. The Executive agrees that in the event of any breach of this Agreement by the Executive damages will be an inadequate remedy and that the Corporation will be entitled to make an application to a court of competent jurisdiction for temporary and/or permanent injunctive relief against the Executive, without the necessity of proving actual damage to the Corporation.

(h) Severability. If any covenant or provision contained herein is determined to be void, invalid or unenforceable in whole or in part for any reason whatsoever, it will not be deemed to affect or impair the validity or enforceability of any other covenant or provisions hereof, and such unenforceable covenant or provisions or part thereof will be treated as severable from the remainder of this Agreement.

(i) Amendments. No modification, amendment or variation hereof will be of effect or binding upon the parties hereto unless agreed to in writing by each of them and thereafter such modification, amendment or variation will have the same effect as if it had originally formed part of this Agreement.

(j) Waiver. No waiver by the parties hereto of any breach of any condition, covenant or agreement hereof will constitute a waiver of such condition, covenant or agreement except in respect of the particular breach giving rise to such waiver.

(k) No Untruths. The Executive represents and warrants that all information provided to the Corporation in any application form or during any interview for employment was accurate and contained no untruths or misrepresentations. The Executive agrees that the provision of any false or misleading information on an application form or during any employment interview are grounds for immediate dismissal of the Executive by the Corporation without any further compensation payable to the Executive.

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(l) Executive’s Acknowledgment. The Executive acknowledges that he has read and understands the foregoing and that the Corporation has advised him that this Agreement substantially alters and supersedes the Executive’s rights at common law. The Executive specifically acknowledges that the Corporation has advised him to seek independent legal advice prior to executing this Agreement.

(m) Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Corporation for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Executive would be considered to have incurred a “separation from service” from the Corporation within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Executive and the Corporation during the six-month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Corporation makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.

(n) Headings. The headings of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof.

(o) Construction. The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties, each afforded representation by legal counsel. Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of the same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

(p) Counterparts. This Agreement may be executed on separate counterparts, any one (1) of which need not contain signatures of more than one (1) party, but all of which taken together will constitute one and the same agreement.

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(q) Tax Withholding. The Corporation may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Corporation is required to withhold pursuant to any applicable law, regulation or ruling. Notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to guarantee any particular tax result for the Executive with respect to any payment provided to the Executive hereunder, and the Executive shall be responsible for any taxes imposed on Executive with respect to any such payment.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.  

INTRAWEST RESORTS HOLDINGS, INC.
By:	/s/ Gary W. Ferrera
	Name: Gary W. Ferrera Title: Chief Financial Officer
EXECUTIVE
/s/ William A. Jensen
William A. Jensen

[Signature Page to Jensen Amended and Restated Employment Agreement]

EX-10.30

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into effective as of January 20, 2014 (the “Effective Date”), by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Corporation”), and Joshua B. Goldstein (the “Executive”). Where the context permits, references to “the Corporation” shall include the Corporation and any successor to the Corporation.

WHEREAS, Intrawest US Holdings Inc. (a subsidiary of the Corporation) and the Executive previously entered into an Employment Agreement, dated as of September 17, 2012 and amended as of December 31, 2012 (the “Original Agreement”); and

WHEREAS, the Corporation and the Executive mutually desire to amend and restate the Original Agreement in its entirety as of the Effective Date, subject to the terms and conditions set forth in this Agreement, pursuant to which the Executive will continue to serve as the Chief General Counsel, Senior Vice President and Corporate Secretary of the Corporation.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. TERM OF EMPLOYMENT. The Executive’s employment with the Corporation under the terms and conditions of this Agreement shall commence on the Effective Date and shall continue until the termination of the Executive’s employment in accordance with the terms and conditions of Section 5 of this Agreement (the “Employment Term”).

2. POSITION, REPORTING AND DUTIES.

(a) Position and Reporting. During the Employment Term, the Executive shall serve as the Chief General Counsel, Senior Vice President and Corporate Secretary of the Corporation and shall report directly to the Chief Executive Officer of the Corporation (the “CEO”).

(b) Duties and Responsibilities. During the Employment Term, the Executive shall (i) be a full-time employee of the Corporation and shall dedicate all of his working time to the Corporation and its subsidiaries and shall have no other employment and no other business ventures which are undisclosed to the Corporation or which conflict with his duties under this Agreement, provided that this provision shall not restrict the Executive from engaging in private investment activities on behalf of himself or his immediate family or, subject to the prior approval of the CEO, serving on the board of directors (or similar position) or committees thereof of a charitable, non-profit or civic organization so long as any such activities do not conflict with this Agreement or interfere with the Executive’s duties or responsibilities as an officer of the Corporation and its subsidiaries and are not in respect of a Competitive Business (as defined below), (ii) have the normal duties, responsibilities and authority of an executive serving as a Chief General Counsel, Senior Vice President and Corporate Secretary of a public corporation comparable to the Corporation, subject to the power of the CEO or the Corporation to expand or limit such duties, responsibilities and authority, either generally or in specific instances, in each case, subject to the terms of this Agreement and (iii) serve as an officer and/or member of the board of directors of the Corporation or any of its Affiliates as requested by the CEO from time to time for no additional compensation.

3. LOCATION OF EMPLOYMENT. The principal location of the Executive’s employment with the Corporation shall be at the Corporation’s headquarters in the Denver, Colorado area. The Executive understands and agrees that Executive may be required to travel in performing Executive’s duties.

4. COMPENSATION AND BENEFITS.

(a) Base Compensation. During the Employment Term, the Corporation will pay to the Executive a base salary at the annualized rate of $333,125 (the base salary in effect from time to time, the “Base Salary”). The Base Salary will be paid in bi-weekly installments in accordance with the Corporation’s customary compensation practices for the Corporation’s employees, which may be reviewed and continued or modified by the Corporation in its sole discretion from time to time. The Compensation Committee of the Board of Directors of the Corporation (the “Committee”) will review the Executive’s Base Salary at least annually and may increase the Executive’s Base Salary, but may not unilaterally reduce the Executive’s then-existing Base Salary without the Executive’s consent and agreement.

(b) Annual Performance-Based Incentive.

(i) The Executive shall be eligible to continue to participate in the annual performance-based cash bonus plan in effect for similarly situated employees of the Corporation, as may be amended by the Corporation in its sole discretion from time to time (the “Annual Incentive Plan”). The Executive’s target annual bonus under the Annual Incentive Plan will continue to be 50% of the Base Salary as in effect on the first day of the fiscal year to which the Annual Bonus relates. The Committee will review the Executive’s bonus structure at least annually and may adjust such bonus structure in its sole discretion. Any amendment to the Annual Incentive Plan by the Corporation shall not impair or otherwise adversely affect any benefits of the Executive that vested before the amendment.

(ii) Except as otherwise set forth in this Agreement, the Executive will not be eligible to receive a payment under the Annual Incentive Plan unless the Executive is an active employee as of, and has not given or received notice of termination of employment as of, the date such payment is made. Annual Bonus payments will be made as soon as practicable following completion of the Corporation’s annual audit, which is expected to occur in October immediately following the end of the fiscal year to which the Annual Bonus relates.

(c) Equity Incentive Award. Subject to and as soon as practicable following the completion of the contemplated initial public offering of the Corporation’s common stock in accordance with that certain registration statement on Form S-1 filed by the Corporation with the U.S. Securities and Exchange Commission on November 12, 2013, as amended (such form, the “Form S-1,” and such initial public offering, the “IPO”), the Corporation will grant to the Executive a number of restricted stock units with an aggregate value of $700,000 (the “RSU Award”). The number of restricted stock units shall be determined based on the public sale price per share of the Corporation’s common stock in the IPO. The RSU Award will be subject to all of the terms and conditions of the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan (the “Omnibus Plan”) and a written award agreement to be entered into between the Corporation and the Executive, which will provide, among other things, that the restricted stock units may be settled in shares of Common Stock or cash in the Corporation’s sole discretion.

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(d) Employee Benefits. The Executive will be eligible to participate in all of the Corporation’s benefit, group insurance, retirement and perquisite plans generally available to the Corporation’s similarly situated executives from time to time (collectively the “Plans”), subject to the terms and conditions of such Plans as are in effect and as may be amended by the Corporation in its sole discretion from time to time.

(e) Vacation and Paid Time-Off.

(i) The Executive will be entitled to 20 days of paid vacation during each 12-month period commencing on the Effective Date and on each subsequent anniversary thereof (each such 12-month period an “Anniversary Year”) in accordance with the policies and practices of the Corporation in effect from time to time. The Executive will take vacation at such times as are reasonably acceptable to the Corporation having regard to its operations. Any vacation days not used in an Anniversary Year will be automatically rolled over into the next Anniversary Year, provided that the total balance of the Executive’s earned and unused vacation at any point will not exceed the maximum allowable under the terms of the Corporation’s then current vacation policy and that the Executive will not earn or accrue any vacation above that maximum.

(ii) The Executive will be entitled to additional paid time-off in respect of sick days, statutory holidays and Denver office closures in accordance with the Corporation’s policies as in effect from time to time.

(f) Expenses. Consistent with its policies as established from time to time, the Corporation will reimburse the Executive for all business expenses reasonably incurred by the Executive in connection with the performance of the Executive’s duties upon the Executive providing the Corporation with such support for reimbursement as is required by those policies.

(g) Insurance; Indemnification. If the Executive is a director or officer of the Corporation and any of its Affiliates at any time, the Executive shall from time to time be covered by such comprehensive directors’ and officers’ liability insurance and errors and omissions liability insurance as the Corporation shall have established and maintained in respect of its directors and officers generally at its expense. The insurance policies to be maintained by the Corporation hereunder may contain exclusions from coverage in respect of gross negligence or mala fides acts on the part of the Executive. The Executive shall also be entitled to indemnification rights, benefits and related expense advances and reimbursements to the same extent as any other director or officer of the Corporation or its subsidiaries.

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5. TERMINATION OF EMPLOYMENT.

(a) Termination by the Corporation for Cause. The Corporation may terminate this Agreement and the Executive’s employment hereunder at any time for Cause (based on acts or omissions by the Executive). In the event of such a termination, the Corporation shall pay to the Executive a lump-sum payment equal to the sum of the following, to the extent accrued and unpaid up to and including, but in no case after, the date of termination of the Executive’s employment (the “Termination Date”): (i) the Executive’s Base Salary, and (ii) the balance of the Executive’s earned and unused vacation pay, in each case payable within fourteen (14) days after the Termination Date (the “Accrued Benefits”). For the purposes of this agreement, “Cause” means the Executive’s:

(i) conviction or plea of guilty or no contest to a felony or criminal offense that relates to or arises out of the manner in which the Executive has performed his duties under this Agreement, results in material and demonstrable damage to the business or reputation of the Corporation or any of its Affiliates or involves an act of moral turpitude by the Executive;

(ii) wilful and continued failure to substantially perform his duties with the Corporation (other than by reason of his disability) or material breach of this Agreement, after a written demand for substantial performance or correction of the material breach, as the case may be, is delivered to the Executive by the Corporation and the Executive fails or refuses to resume substantial performance or correct the material breach within ten days after such written demand is received by him;

(iii) engaging in one or more acts which is materially damaging to the Corporation or any of its Affiliates, including acts or omissions that constitute gross negligence by the Executive in the performance of the Executive’s duties or responsibilities;

(iv) (A) misuse or misappropriation of the funds or assets of the Corporation or any of its Affiliates, (B) fraud or embezzlement against the Corporation or any of its Affiliates or (C) any other act of dishonesty against the Corporation or any of its Affiliates that is reasonably expected to result in material harm to the Corporation or any of its Affiliates, and in all cases whether by the Executive himself or by another employee or contractor of the Corporation or any Affiliate with the authorization of or condonation by the Executive;

(v) breach of his fiduciary duties or duty of loyalty to the Corporation or any of its Affiliates;

(vi) wilful material disregard or violation of the legal rights of any employees of the Corporation or any of its Affiliates or of the Corporation’s written policies regarding discrimination or harassment; or

(vii) the habitual use of drugs or habitual use of alcohol to the extent that any of such uses, in the Corporation’s good faith determination, materially interfere with the performance of the Executive’s duties hereunder.

(b) Termination by the Corporation Without Cause or by the Executive for Good Reason. If at any time (i) the Corporation terminates the Executive’s employment for any reason other than for Cause or (ii) the Executive terminates his employment for Good Reason (as defined below), then the Executive shall be eligible to receive:

(i) The Accrued Benefits, payable within fourteen (14) days after the Termination Date; and

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(ii) If the Executive (1) executes a release of all claims in a form acceptable to the Corporation (the “Release”) and the applicable revocation period with respect thereto expires within sixty (60) days following the Termination Date and (2) continues to comply with the Executive’s fiduciary obligations to the Corporation, the Executive’s covenants under Sections 6(d), 6(e), 6(f) and 6(g) of this Agreement and any other material ongoing obligations to which the Executive is subject, then the Corporation shall provide the Executive with:

(A) continued payment of the Base Salary (“Continued Base Salary”) in accordance with the Corporation’s normal payroll practices for twelve (12) months following the Termination Date; provided that (i) such payments shall commence on the first regularly scheduled payroll date following the date on which the Release becomes irrevocable (the “Payment Commencement Date”) and (ii) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this Section 5(b)(ii)(A) between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date; and provided further that if the Executive commences alternate employment or self-employment during such twelve (12) month period, the remaining Continued Base Salary payments shall be reduced in amount (to zero if applicable) by the Executive’s salary, wages and other income received or earned or equity interests received or granted from such alternate employment or self-employment, and the Executive hereby agrees to provide written notice to the Corporation if he commences alternate employment or self-employment during the period of such payments;

(B) (i) any bonus under the Annual Incentive Plan that the Executive would have been eligible to receive in respect of the most recently completed fiscal year had the Executive been an active employee of the Corporation on the payment date, to the extent unpaid as of the Termination Date, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, plus (ii) a pro-rata payment under the Annual Incentive Plan, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, equal to the product of (x) the amount of the annual bonus that would have been paid to the Executive based on actual performance for the full fiscal year in which the Termination Date occurs if the Executive had remained employed through the payment date and (y) a fraction, the numerator of which is the number of days in the fiscal year to which such bonus relates prior to the Termination Date and the denominator of which is 365; and

(C) continuation of the Corporation’s contributions necessary to maintain the Executive’s coverage for the twelve (12) calendar months immediately following the end of the calendar month in which the Termination Date occurs under the medical, dental and vision programs in which the Executive participated immediately prior to the Termination Date, if the Executive elects COBRA continuation coverage for those benefit programs and continues to pay the same cost as a similarly situated active employee would pay for those programs; provided that if the Corporation determines in good faith that such contributions would cause adverse tax consequences to the Corporation or the Executive under applicable law, the Corporation shall instead provide the Executive with monthly cash payments during such twelve (12) month period in an amount that, prior to withholding for applicable taxes, is equal to the amount of the Corporation’s monthly contributions referenced above.

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Notwithstanding the foregoing, to the extent required to avoid acceleration taxation or tax penalties under Section 409A of the Code, if the sixty (60) day period referenced in this Section 5(b) begins in one taxable year and ends in a second taxable year, the Payment Commencement Date shall occur in the second taxable year.

For the avoidance of doubt, a termination of the Executive’s employment as a result of the Executive’s death or following the Executive’s “disability” (as described in Section 5(e) below) shall not be considered a termination of the Executive’s employment other than for Cause pursuant to this Agreement, and shall instead be subject solely to the provisions set forth in Section 5(e) or 5(f), as applicable.

(c) Termination in Connection with Change in Control. Notwithstanding anything set forth in Section 5(b) to the contrary, if a Change in Control (as defined in the Omnibus Plan) occurs and within twelve (12) months following the consummation of the Change in Control, either (i) the Corporation terminates the Executive’s employment other than for Cause or (ii) the Executive terminates his employment for Good Reason, then the Executive shall be eligible to receive all of the payments and benefits referenced in Section 5(b), subject to all of the terms and conditions thereof, but the Continued Base Salary payments shall extend for a period of twelve (12) months following the Termination Date and shall be provided in full regardless of whether the Executive commences alternate employment or self-employment during such period.

For purposes of this Agreement, “Good Reason” shall mean any action by the Corporation, in each case without the Executive’s prior consent, that (i) reduces the Base Salary as then in effect (other than as part of an across-the-board reduction affecting all senior executives of the Corporation), (ii) relocates the Executive’s principal place of employment to a location in another country, or to a location more than fifty (50) miles from the Executive’s principal place of employment, (iii) materially and adversely alters the nature or status of the Executive’s responsibilities or title or (iv) constitutes an intentional material breach of this Agreement by the Corporation. Notwithstanding the foregoing, in no event shall the occurrence of any such condition constitute Good Reason unless (A) the Executive provides notice to the Corporation of the existence of the condition giving rise to Good Reason within ninety (90) days following its initial existence and (B) the Corporation fails to materially cure such condition within thirty (30) days following the date of such notice, upon which failure to cure the Executive’s employment shall immediately terminate with Good Reason.

(d) Voluntary Resignation. If the Executive wishes to resign from the Executive’s employment voluntarily, the Executive will provide thirty (30) days’ notice in writing to the Corporation. The Corporation may waive such notice period in whole or in part by paying the Executive’s Base Salary and continuing the applicable group benefit plans in each case as accrued and unpaid to the effective date of resignation. The Executive agrees that such waiver will not constitute termination of the Executive’s employment by the Corporation. In the event of such termination, the Corporation shall only be required to provide the Executive with the Accrued Benefits, payable within fourteen (14) days after the Termination Date.

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(e) Termination Due to Disability. In the event the Executive is either (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Corporation, the Corporation may terminate this Agreement and the Executive’s employment hereunder by providing the Executive with notice of termination in writing. In the event of such termination, the Corporation shall only be required to provide the Executive with the Accrued Benefits, payable within fourteen (14) days after the Termination Date.

(f) Termination Due to Death. In the event of the Executive’s termination of employment due to death, the Corporation shall only be required to provide the Executive with a lump-sum payment equal to the Accrued Benefits, payable within fourteen (14) days after the Termination Date.

(g) Benefits and Perquisites. All other benefits and perquisites or payments in lieu of benefits and perquisites to or with respect to the Executive shall cease on the Termination Date, except to the extent required by applicable law or pursuant to the terms of any equity plan or agreement.

(h) Return of Property. Upon any termination of the Executive’s employment hereunder (or at any other time upon the Corporation’s request), and as a condition of the Corporation paying the Executive any termination payments as may be required under Section 5(b) or 5(c) hereof (other than the Accrued Benefits), the Executive will at once deliver or cause to be delivered to the Corporation all books, documents, effects, money, securities or other property belonging to the Corporation or its Affiliates or for which the Corporation or its Affiliates are liable to others, which are in the possession, charge, control or custody of the Executive.

(i) Resignation as Officer or Director. Upon any termination of the Executive’s employment hereunder unless requested otherwise by the Corporation, the Executive shall resign each position (if any) that the Executive then holds as an officer or director of the Corporation or any of its Affiliates. The Executive’s execution of this Agreement shall be deemed the grant by the Executive to the officers of the Corporation of a limited power of attorney to sign in the Executive’s name and on the Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

6. COVENANTS.

(a) Full Time Service. The Executive shall devote all of the Executive’s business time, attention and effort to the business and affairs of the Corporation and its Affiliates, shall well and faithfully serve the Corporation and its Affiliates and shall use the Executive’s best efforts to promote the interests of the Corporation and its Affiliates. The Executive shall duly and diligently perform all of the duties assigned to him while in the employ of the Corporation and shall truthfully and faithfully account for and deliver to the Corporation all money, securities and things of value belonging to the Corporation which the Executive may from time to time receive for, from or on account of the Corporation.

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(b) Rules, Regulations and Policies. The Executive shall be bound by and shall faithfully observe and abide by all the rules, regulations and policies of the Corporation and its Affiliates from time to time in force which are brought to the Executive’s notice or of which the Executive should reasonably be aware to the extent such rules, regulations and policies are not inconsistent with the terms of this Agreement or applicable law.

(c) Fiduciary Obligations. The Executive is a fiduciary of the Corporation and its Affiliates. The Executive shall not permit the Executive’s personal interests to conflict, or to appear to conflict, with the business interests of the Corporation or its Affiliates or the Executive’s duties to the Corporation or its Affiliates. Accordingly, during the Executive’s employment hereunder, the Executive shall not participate in the ownership of, have any financial or other involvement with or work for, any business or enterprise competing or endeavoring to compete with the business of the Corporation or any Affiliate (other than a holding as a passive investment of publicly listed shares that does not exceed 2% of the outstanding shares so listed) without the approval of the Corporation.

(d) Confidential Information, Non-Disparagement and Remedies.

(i) The Executive acknowledges that by reason of the Executive’s employment with the Corporation, the Executive will have access to Confidential Information and trade secrets of the Corporation and its and its subsidiary, affiliate or related corporations (“Affiliates”), and that such Confidential Information and trade secrets are essential components of the business of the Corporation and its Affiliates, and are proprietary and would be of great value and benefit to competitors of the Corporation and Affiliates. “Confidential Information” includes anything respecting the Corporation or its Affiliates or the business of developing, marketing, selling and operating destination resorts (the “Business”) or their operations, and which is not made readily available to the general public; this includes trade secrets (including, but not limited to, consumer lists), ideas, marketing concepts, documents, designs, techniques, inventions, discoveries, copyrights, methods, forecasts, programs, research or anything else concerning the organization, business, customers, employees, and finances of the Corporation or any of its Affiliates or the Business. The Executive agrees that both during and after the Executive’s employment with the Corporation, the Executive will not disclose to any individual or other entity, except in the proper course of the Executive’s employment with the Corporation, or use for the Executive’s own purposes or for purposes other than those of the Corporation or its Affiliates, any Confidential Information or trade secrets of the Corporation or its Affiliates, acquired by the Executive. If information enters the public domain, except as a result of a breach of this Section 6(d)(i) by the Executive or a breach of another confidentiality agreement to which the Corporation or an Affiliate is a party, the information will not be deemed Confidential Information or a trade secret protected by this Section 6(d)(i). In the event that the Executive believes he is compelled by law to disclose Confidential Information or trade secrets of the Corporation or its Affiliates, pursuant to subpoena, similar court order, or other legal authority, the Executive will not disclose the said Confidential Information or trade secrets without giving the Corporation reasonable advance notice of the subpoena, court order, or legal authority, and affording the Corporation the reasonable opportunity to take legal action to contest, challenge, narrow or otherwise limit or condition the disclosure. In no event will the Executive disclose Confidential Information or trade secrets of the Corporation or its Affiliates when the disclosure is not clearly compelled by such subpoena, similar court order, or other legal authority.

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(ii) The Executive agrees that, both during and after the Executive’s employment with the Corporation, the Executive will not make critical, negative or disparaging remarks about the Corporation and its Affiliates that could reasonably be expected to result in material harm to the Corporation or any of its Affiliates, including, but not limited to, comments about any of their respective products, services, management, business or employment practices, and will not voluntarily aid or voluntarily assist any person in any way with respect to any third-party claims pursued against the Corporation or any of its Affiliates. Nothing in this paragraph will prevent the Executive from (A) asserting his legal rights before an administrative agency or court of law, or from responding fully and accurately to any question, inquiry or request for information when required by applicable law or legal process or (B) making any critical remarks about the Corporation and its Affiliates in connection with any analyses made or opinions expressed in the ordinary course of the Executive’s duties hereunder during the Employment Term.

(iii) The Executive acknowledges and agrees that any breach of Section 6(d), 6(e) or 6(f) hereof will result in material and irreparable harm to the Corporation or an Affiliate although it may be difficult for the Corporation to establish a monetary value flowing from such harm. The Executive therefore agrees that the Corporation or an Affiliate, in addition to being entitled to monetary damages which flow from the breach, will be entitled to injunctive relief in a court of appropriate jurisdiction (without proof of damages or the posting of a bond) in the event of any breach by the Executive of any such Section.

(e) Non-Solicitation. The Executive will not, in any manner whatsoever, directly or indirectly, without the prior written consent of the Corporation, at any time during the Executive’s employment hereunder and for a period of twelve (12) months immediately following the date of any termination of the Executive’s employment for any reason, either by the Executive, or by the Corporation, with or without Cause:

(i) induce or endeavor to induce (A) any employee of the Corporation or any of its Affiliates to leave employment with the Corporation or an Affiliate or (B) any consultant or contractor of the Corporation or an Affiliate to terminate its relationship as such with the Corporation or such Affiliate during any period of time that the business services provided, directly or indirectly, by such consultant or contractor are exclusively or primarily being provided to the Corporation and its Affiliates, provided, that this clause (i) shall not preclude customary non-targeted recruiting efforts or general solicitations that are not specifically directed to, but which may have the effect of causing an employee, consultant or contractor to leave the employment or arrangement with the Corporation or an Affiliate;

(ii) employ or attempt to employ or assist any individual or other entity to employ any employee of the Corporation or an Affiliate or to retain any consultant or contractor during any period of time that the business services provided, directly or indirectly, by such consultant or contractor are exclusively or primarily being provided to the Corporation or an Affiliate, provided, that this clause (ii) shall not preclude an employer of the Executive from offering employment or consulting or contracting services to anyone without the direct or indirect assistance of the Executive; or

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(iii) for the purpose of competing with the Corporation or any of its subsidiaries, solicit, endeavor to solicit or gain the custom of, canvass or interfere with the Corporation’s or an Affiliate’s relationship with any individual or other entity that:

(A) is a customer or supplier of the Corporation or an Affiliate at the date hereof and/or at the date of any termination of the Executive’s employment;

(B) was a major customer or supplier of the Corporation or an Affiliate at any time within twenty-four (24) months prior to the date of any termination of the Executive’s employment; or

(C) has been pursued as a prospective major customer or supplier by or on behalf of the Corporation or an Affiliate at any time within twelve (12) months prior to the date of any termination of the Executive’s employment, and in respect of whom the Corporation or an Affiliate has not determined to cease all such pursuit.

(f) Non-Competition. The Executive recognizes that, in the event for any reason whatsoever his employment with the Corporation is terminated, his knowledge of the Confidential Information and trade secrets of the Corporation and his role in the Business may allow him to compete or to assist a third party to compete unfairly with the Corporation or any of its subsidiaries, in various locations throughout the U.S. and Canada. The Executive will not, in any manner whatsoever, directly or indirectly, anywhere in the U.S. or Canada:

(i) form, carry on, engage in or be concerned with or interested in (financially or in any other capacity); or

(ii) advise, lend money to, guarantee the debts or obligations of or permit the Executive’s name or any part thereof to be used in the promotion or advancement of; or

(iii) be employed by or render any services (as an employee, independent contractor, consultant, or otherwise) to any individual or other entity engaged in, or concerned with or interested in,

any business (A) in Colorado or (B) within fifty miles of a project of the Corporation or any of its subsidiaries that is the same as, substantially similar to, or competitive with, the business of developing, marketing, selling or operating mountain resorts or adventure travel businesses (each, a “Competitive Business”), in each case without the prior written consent of the Corporation, at any time during the Executive’s employment hereunder and for the period of twelve (12) months immediately following the date of any termination of the Executive’s employment for any reason whatever and with or without Cause.

Where the Executive seeks the prior written consent of the Corporation to engage in any activities which may be in violation of this covenant, he will provide the Corporation in advance with full disclosure of all relevant information concerning the nature and the scope of the proposed activities and the identity of all parties with whom the Executive may be engaging in the proposed activities and the Corporation will reasonably assess such information with a view to determining if an agreement can be reached between the Executive and the Corporation permitting the Executive to engage in some or all of the proposed activities and not unreasonably restricting the Executive’s professional livelihood, provided that any such agreement must be on such terms and conditions, including that there must be no material harm to the business of the Corporation, as are acceptable to the Corporation.

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(g) Cooperation. The Executive shall provide reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events during the Executive’s employment hereunder. The Corporation shall reimburse the Executive for the Executive’s reasonable travel expenses incurred in connection with the foregoing, in accordance with the Corporation’s policies and subject to the delivery of reasonable support for such expenses.

(h) Restrictions Reasonable. The Executive confirms that all restrictions and covenants in Sections 6(d), 6(e), 6(f) and 6(g) are reasonable and valid, and waives all objections to and defenses to the strict enforcement thereof.

(i) Acknowledgment. The Executive acknowledges and agrees that Sections 6(e) and 6(f) hereof are fully enforceable under Colorado Revised Statute Section 8-2-113(2) because this Agreement is a “contract for the protection of trade secrets” and the Executive serves the Corporation in an “[e]xecutive and management personnel” capacity.

7. SECTION 280G.

(a) Treatment of Payments. Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that any payment or benefit received or to be received by the Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “Total Payments”) would fail to be deductible under Section 280G of the Code or otherwise would be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the payments or benefits to be received by the Executive that are subject to Section 280G of the Code shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments).

(b) Ordering of Reduction. In the case of a reduction in the Total Payments pursuant to Section 7(a), the Total Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.

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(c) Certain Determinations. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by a nationally recognized accounting firm designated by the Corporation (the “Accounting Firm”) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

(d) Additional Payments. If the Executive receives reduced payments and benefits by reason of this Section 7 and it is established pursuant to a determination of a court of competent jurisdiction which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal Revenue Service proceeding, that the Executive could have received a greater amount without resulting in any Excise Tax, then the Corporation shall thereafter pay the Executive the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable.

8. ASSIGNMENT. This Agreement, and all of the terms and conditions hereof, shall bind the Corporation and its successors and assigns. Neither this Agreement, nor any of the Corporation’s rights or obligations hereunder, may be assigned or otherwise subject to hypothecation by the Executive, and any such attempted assignment or hypothecation shall be null and void. The Corporation may assign the rights and obligations of the Corporation hereunder, in whole or in part, to any of the Corporation’s subsidiaries, Affiliates or parent corporations, or to any other successor or assign in connection with the sale of all or substantially all of the Corporation’s assets or stock or in connection with any merger, acquisition and/or reorganization, provided the assignee assumes the obligations of the Corporation hereunder.

9. GENERAL CONTRACT PROVISIONS.

(a) No Breach of Obligation to Others. The Executive acknowledges and represents to the Corporation that, in carrying out the Executive’s duties and functions for the Corporation or its Affiliates, the Executive shall not disclose to the Corporation or its Affiliates any confidential information of any third party. The Executive acknowledges and represents to the Corporation that the Executive has not brought to the Corporation nor shall the Executive use in the performance of the Executive’s duties and functions with the Corporation or its Affiliates any confidential materials or property of any third party. The Executive further acknowledges and represents that the Executive is not a party to any agreement with or under any legal obligation to any previous employer or other third party that conflicts with, or would otherwise restrict the Executive from performing, any of the Executive’s obligations to the Corporation or its Affiliates under this Agreement.

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(b) Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado, without regard to any choice-of-law rules thereof which might apply the laws of any other jurisdiction. Each party irrevocably submits to the nonexclusive jurisdiction of the courts of Colorado and all courts competent to hear appeals from those courts with respect to any matter related to this Agreement.

(c) No Related Party Dealings. The Executive will not be allowed to deal on behalf of the Corporation with any entity in which he or his immediate family has an undisclosed financial interest.

(d) Entire Agreement. This Agreement, together with the documents referred to herein, constitutes and expresses the whole agreement of the parties hereto with reference to any of the matters or things herein provided for or herein before discussed or mentioned with reference to the Executive’s employment, and it cancels and replaces any and all prior understandings and agreements between the Executive and the Corporation, including, without limitation, the Original Agreement, which is cancelled and of no further force or effect as of the Effective Date. All promises, representations, collateral agreements and understandings not expressly incorporated in this Agreement are hereby superseded by this Agreement.

(e) Notice. Any notice required or permitted to be given under this Agreement shall be in writing and shall be properly given if personally delivered, delivered by overnight courier of national reputation (e.g., FedEx or UPS) or sent by registered mail, return receipt requested, as follows:

If to the Corporation:	Intrawest Resorts Holdings, Inc.
	1621 18th Street, Suite 300 Denver, CO 80202 Attention: Chief Executive Officer
If to the Executive:	to the last address of the Executive
	in the Corporation’s records
	or c/o Intrawest Resorts Holdings, Inc.

(f) Survival. The representations, warranties and covenants of the Executive contained in this Agreement will survive any termination of the Executive’s employment with the Corporation.

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(g) Damages. The Executive agrees that in the event of any breach of this Agreement by the Executive damages will be an inadequate remedy and that the Corporation will be entitled to make an application to a court of competent jurisdiction for temporary and/or permanent injunctive relief against the Executive, without the necessity of proving actual damage to the Corporation.

(h) Severability. If any covenant or provision contained herein is determined to be void, invalid or unenforceable in whole or in part for any reason whatsoever, it will not be deemed to affect or impair the validity or enforceability of any other covenant or provisions hereof, and such unenforceable covenant or provisions or part thereof will be treated as severable from the remainder of this Agreement.

(i) Amendments. No modification, amendment or variation hereof will be of effect or binding upon the parties hereto unless agreed to in writing by each of them and thereafter such modification, amendment or variation will have the same effect as if it had originally formed part of this Agreement.

(j) Waiver. No waiver by the parties hereto of any breach of any condition, covenant or agreement hereof will constitute a waiver of such condition, covenant or agreement except in respect of the particular breach giving rise to such waiver.

(k) No Untruths. The Executive represents and warrants that all information provided to the Corporation in any application form or during any interview for employment was accurate and contained no untruths or misrepresentations. The Executive agrees that the provision of any false or misleading information on an application form or during any employment interview are grounds for immediate dismissal of the Executive by the Corporation without any further compensation payable to the Executive.

(l) Executive’s Acknowledgment. The Executive acknowledges that he has read and understands the foregoing and that the Corporation has advised him that this Agreement substantially alters and supersedes the Executive’s rights at common law. The Executive specifically acknowledges that the Corporation has advised him to seek independent legal advice prior to executing this Agreement.

(m) Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Corporation for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Executive would be considered to have incurred a “separation from service” from the Corporation within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Executive and the Corporation during the six-month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Corporation makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.

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(n) Headings. The headings of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof.

(o) Construction. The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties, each afforded representation by legal counsel. Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of the same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

(p) Counterparts. This Agreement may be executed on separate counterparts, any one (1) of which need not contain signatures of more than one (1) party, but all of which taken together will constitute one and the same agreement.

(q) Tax Withholding. The Corporation may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Corporation is required to withhold pursuant to any applicable law, regulation or ruling. Notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to guarantee any particular tax result for the Executive with respect to any payment provided to the Executive hereunder, and the Executive shall be responsible for any taxes imposed on Executive with respect to any such payment.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

INTRAWEST RESORTS HOLDINGS, INC.
By:	/s/ William A. Jensen
	Name: William A. Jensen Title: Chief Executive Officer
EXECUTIVE
/s/ Joshua B. Goldstein
Joshua B. Goldstein

[Signature Page to Goldstein Amended and Restated Employment Agreement]

EX-10.31

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into effective as of January 20, 2014 (the “Effective Date”), by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Corporation”), and Gary W. Ferrera (the “Executive”). Where the context permits, references to “the Corporation” shall include the Corporation and any successor to the Corporation.

WHEREAS, the Corporation and the Executive desire to enter into an employment agreement effective as of the Effective Date, pursuant to which the Executive will be employed as the Chief Financial Officer and Treasurer of the Corporation on the terms and subject to the conditions more fully set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. TERM OF EMPLOYMENT. The Executive’s employment with the Corporation under the terms and conditions of this Agreement shall commence on the Effective Date and shall continue until the termination of the Executive’s employment in accordance with the terms and conditions of Section 5 of this Agreement (the “Employment Term”).

2. POSITION, REPORTING AND DUTIES.

(a) Position and Reporting. During the Employment Term, the Executive shall serve as the Chief Financial Officer and Treasurer of the Corporation and shall report directly to the Chief Executive Officer of the Corporation (the “CEO”).

(b) Duties and Responsibilities. During the Employment Term, the Executive shall (i) be a full-time employee of the Corporation and shall dedicate all of his working time to the Corporation and its subsidiaries and shall have no other employment and no other business ventures which are undisclosed to the Corporation or which conflict with his duties under this Agreement, provided that this provision shall not restrict the Executive from engaging in private investment activities on behalf of himself or his immediate family or, subject to the prior approval of the CEO, serving on the board of directors (or similar position) or committees thereof of a charitable, non-profit or civic organization so long as any such activities do not conflict with this Agreement or interfere with the Executive’s duties or responsibilities as an officer of the Corporation and its subsidiaries and are not in respect of a Competitive Business (as defined below), (ii) have the normal duties, responsibilities and authority of an executive serving as a Chief Financial Officer and Treasurer of a public corporation comparable to the Corporation, subject to the power of the CEO or the Corporation to expand or limit such duties, responsibilities and authority, either generally or in specific instances, in each case, subject to the terms of this Agreement and (iii) serve as an officer and/or member of the board of directors of the Corporation or any of its Affiliates as requested by the CEO from time to time for no additional compensation.

3. LOCATION OF EMPLOYMENT. The principal location of the Executive’s employment with the Corporation shall be at the Corporation’s headquarters in the Denver, Colorado area. The Executive understands and agrees that Executive may be required to travel in performing Executive’s duties.

4. COMPENSATION AND BENEFITS.

(a) Base Compensation. During the Employment Term, the Corporation will pay to the Executive a base salary at the annualized rate of $400,000 (the base salary in effect from time to time, the “Base Salary”). The Base Salary will be paid in bi-weekly installments in accordance with the Corporation’s customary compensation practices for the Corporation’s employees, which may be reviewed and continued or modified by the Corporation in its sole discretion from time to time. The Compensation Committee of the Board of Directors of the Corporation (the “Committee”) will review the Executive’s Base Salary at least annually and may increase the Executive’s Base Salary, but may not unilaterally reduce the Executive’s then-existing Base Salary without the Executive’s consent and agreement.

(b) Annual Performance-Based Incentive. For fiscal year 2014 and for each full fiscal year thereafter during the Employment Term, the Executive shall be eligible to participate in the annual performance-based cash bonus plan in effect for similarly situated employees of the Corporation, as may be amended by the Corporation in its sole discretion from time to time (the “Annual Incentive Plan”). The Executive’s target annual bonus under the Annual Incentive Plan will be equal to 100% of the Base Salary as in effect on the first day of the fiscal year to which the Annual Bonus relates. The Committee will review the Executive’s bonus structure at least annually and may adjust such bonus structure in its sole discretion. Any amendment to the Annual Incentive Plan by the Corporation shall not impair or otherwise adversely affect any benefits of the Executive that vested before the amendment.

(i) For fiscal year 2014, (A) one-half of the Annual Bonus will be subject to, and may be earned upon, the Corporation’s achievement of specified business and performance targets to be developed by the Corporation and (B) the remaining one-half of the Annual Bonus will be subject to, and may be earned upon, the achievement of individual goals and objectives that will be mutually developed by the Corporation and the Executive within thirty (30) days after the Effective Date.

(ii) For each full fiscal year during the Employment Term thereafter, commencing with fiscal year 2015, the Annual Bonus will be subject to the achievement of such performance criteria and other terms and conditions as are developed by the Corporation with respect to the applicable fiscal year.

Except as otherwise set forth herein, the Executive will not be eligible to receive an Annual Bonus in respect of a fiscal year unless the Executive is an active employee as of, and has not given or received notice of termination of employment as of, the date of payment of such Annual Bonus. Annual Bonus payments will be made as soon as practicable following completion of the Corporation’s annual audit, which is expected to occur in October immediately following the end of the fiscal year to which the Annual Bonus relates.

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(c) Equity Incentive Award. Subject to and as soon as practicable following the completion of the contemplated initial public offering of the Corporation’s common stock in accordance with that certain registration statement on Form S-1 filed by the Corporation with the U.S. Securities and Exchange Commission on November 12, 2013, as amended (such form, the “Form S-1,” and such initial public offering, the “IPO”), the Corporation will grant to the Executive a number of restricted stock units with an aggregate value of $1,000,000 (the “RSU Award”). The number of restricted stock units shall be determined based on the public sale price per share of the Corporation’s common stock in the IPO. The RSU Award will be subject to all of the terms and conditions of the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan (the “Omnibus Plan”) and a written award agreement to be entered into between the Corporation and the Executive, which will provide, among other things, that the restricted stock units may be settled in shares of Common Stock or cash in the Corporation’s sole discretion.

(d) Sign-On Bonus. The Corporation will make a cash sign-on bonus payment to the Executive in the amount of $15,000 (less applicable withholdings) within thirty (30) days following the commencement of his employment with the Corporation.

(e) Employee Benefits. The Executive will be eligible to participate in all of the Corporation’s benefit, group insurance, retirement and perquisite plans generally available to the Corporation’s similarly situated executives from time to time (collectively the “Plans”), subject to the terms and conditions of such Plans as are in effect and as may be amended by the Corporation in its sole discretion from time to time.

(f) Vacation and Paid Time-Off.

(i) The Executive will be entitled to 20 days of paid vacation during each 12-month period commencing on the Effective Date and on each subsequent anniversary thereof (each such 12-month period an “Anniversary Year”) in accordance with the policies and practices of the Corporation in effect from time to time. The Executive will take vacation at such times as are reasonably acceptable to the Corporation having regard to its operations. Any vacation days not used in an Anniversary Year will be automatically rolled over into the next Anniversary Year, provided that the total balance of the Executive’s earned and unused vacation at any point will not exceed the maximum allowable under the terms of the Corporation’s then current vacation policy and that the Executive will not earn or accrue any vacation above that maximum.

(ii) The Executive will be entitled to additional paid time-off in respect of sick days, statutory holidays and Denver office closures in accordance with the Corporation’s policies as in effect from time to time.

(g) Expenses. Consistent with its policies as established from time to time, the Corporation will reimburse the Executive for all business expenses reasonably incurred by the Executive in connection with the performance of the Executive’s duties upon the Executive providing the Corporation with such support for reimbursement as is required by those policies.

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(h) Insurance; Indemnification. If the Executive is a director or officer of the Corporation and any of its Affiliates at any time, the Executive shall from time to time be covered by such comprehensive directors’ and officers’ liability insurance and errors and omissions liability insurance as the Corporation shall have established and maintained in respect of its directors and officers generally at its expense. The insurance policies to be maintained by the Corporation hereunder may contain exclusions from coverage in respect of gross negligence or mala fides acts on the part of the Executive. The Executive shall also be entitled to indemnification rights, benefits and related expense advances and reimbursements to the same extent as any other director or officer of the Corporation or its subsidiaries.

5. TERMINATION OF EMPLOYMENT.

(a) Termination by the Corporation for Cause. The Corporation may terminate this Agreement and the Executive’s employment hereunder at any time for Cause (based on acts or omissions by the Executive). In the event of such a termination, the Corporation shall pay to the Executive a lump-sum payment equal to the sum of the following, to the extent accrued and unpaid up to and including, but in no case after, the date of termination of the Executive’s employment (the “Termination Date”): (i) the Executive’s Base Salary, and (ii) the balance of the Executive’s earned and unused vacation pay, in each case payable within fourteen (14) days after the Termination Date (the “Accrued Benefits”). For the purposes of this agreement, “Cause” means the Executive’s:

(i) conviction or plea of guilty or no contest to a felony or criminal offense that relates to or arises out of the manner in which the Executive has performed his duties under this Agreement, results in material and demonstrable damage to the business or reputation of the Corporation or any of its Affiliates or involves an act of moral turpitude by the Executive;

(ii) wilful and continued failure to substantially perform his duties with the Corporation (other than by reason of his disability) or material breach of this Agreement, after a written demand for substantial performance or correction of the material breach, as the case may be, is delivered to the Executive by the Corporation and the Executive fails or refuses to resume substantial performance or correct the material breach within ten days after such written demand is received by him;

(iii) engaging in one or more acts which is materially damaging to the Corporation or any of its Affiliates, including acts or omissions that constitute gross negligence by the Executive in the performance of the Executive’s duties or responsibilities;

(iv) (A) misuse or misappropriation of the funds or assets of the Corporation or any of its Affiliates, (B) fraud or embezzlement against the Corporation or any of its Affiliates or (C) any other act of dishonesty against the Corporation or any of its Affiliates that is reasonably expected to result in material harm to the Corporation or any of its Affiliates, and in all cases whether by the Executive himself or by another employee or contractor of the Corporation or any Affiliate with the authorization of or condonation by the Executive;

(v) breach of his fiduciary duties or duty of loyalty to the Corporation or any of its Affiliates;

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(vi) wilful material disregard or violation of the legal rights of any employees of the Corporation or any of its Affiliates or of the Corporation’s written policies regarding discrimination or harassment; or

(vii) the habitual use of drugs or habitual use of alcohol to the extent that any of such uses, in the Corporation’s good faith determination, materially interfere with the performance of the Executive’s duties hereunder.

(b) Termination by the Corporation Without Cause or by the Executive for Good Reason. If at any time (i) the Corporation terminates the Executive’s employment for any reason other than for Cause or (ii) the Executive terminates his employment for Good Reason (as defined below), then the Executive shall be eligible to receive:

(i) The Accrued Benefits, payable within fourteen (14) days after the Termination Date; and

(ii) If the Executive (1) executes a release of all claims in a form acceptable to the Corporation (the “Release”) and the applicable revocation period with respect thereto expires within sixty (60) days following the Termination Date and (2) continues to comply with the Executive’s fiduciary obligations to the Corporation, the Executive’s covenants under Sections 6(d), 6(e), 6(f) and 6(g) of this Agreement and any other material ongoing obligations to which the Executive is subject, then the Corporation shall provide the Executive with:

(A) continued payment of the Base Salary (“Continued Base Salary”) in accordance with the Corporation’s normal payroll practices for twelve (12) months following the Termination Date; provided that (i) such payments shall commence on the first regularly scheduled payroll date following the date on which the Release becomes irrevocable (the “Payment Commencement Date”) and (ii) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this Section 5(b)(ii)(A) between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date; and provided further that if the Executive commences alternate employment or self-employment during such twelve (12) month period, the remaining Continued Base Salary payments shall be reduced in amount (to zero if applicable) by the Executive’s salary, wages and other income received or earned or equity interests received or granted from such alternate employment or self-employment, and the Executive hereby agrees to provide written notice to the Corporation if he commences alternate employment or self-employment during the period of such payments;

(B) (i) any bonus under the Annual Incentive Plan that the Executive would have been eligible to receive in respect of the most recently completed fiscal year had the Executive been an active employee of the Corporation on the payment date, to the extent unpaid as of the Termination Date, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, plus (ii) a pro-rata payment under the Annual Incentive Plan, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, equal to the product of (x) the amount of the annual bonus that would have been paid to the Executive based on actual performance for the full fiscal year in which the Termination Date occurs if the Executive had remained employed through the payment date and (y) a fraction, the numerator of which is the number of days in the fiscal year to which such bonus relates prior to the Termination Date and the denominator of which is 365; and

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(C) continuation of the Corporation’s contributions necessary to maintain the Executive’s coverage for the twelve (12) calendar months immediately following the end of the calendar month in which the Termination Date occurs under the medical, dental and vision programs in which the Executive participated immediately prior to the Termination Date, if the Executive elects COBRA continuation coverage for those benefit programs and continues to pay the same cost as a similarly situated active employee would pay for those programs; provided that if the Corporation determines in good faith that such contributions would cause adverse tax consequences to the Corporation or the Executive under applicable law, the Corporation shall instead provide the Executive with monthly cash payments during such twelve (12) month period in an amount that, prior to withholding for applicable taxes, is equal to the amount of the Corporation’s monthly contributions referenced above.

Notwithstanding the foregoing, to the extent required to avoid acceleration taxation or tax penalties under Section 409A of the Code, if the sixty (60) day period referenced in this Section 5(b) begins in one taxable year and ends in a second taxable year, the Payment Commencement Date shall occur in the second taxable year.

For the avoidance of doubt, a termination of the Executive’s employment as a result of the Executive’s death or following the Executive’s “disability” (as described in Section 5(e) below) shall not be considered a termination of the Executive’s employment other than for Cause pursuant to this Agreement, and shall instead be subject solely to the provisions set forth in Section 5(e) or 5(f), as applicable.

(c) Termination in Connection with Change in Control. Notwithstanding anything set forth in Section 5(b) to the contrary, if a Change in Control (as defined in the Omnibus Plan) occurs and within twelve (12) months following the consummation of the Change in Control, either (i) the Corporation terminates the Executive’s employment other than for Cause or (ii) the Executive terminates his employment for Good Reason, then the Executive shall be eligible to receive all of the payments and benefits referenced in Section 5(b), subject to all of the terms and conditions thereof, but the Continued Base Salary payments shall extend for a period of twelve (12) months following the Termination Date and shall be provided in full regardless of whether the Executive commences alternate employment or self-employment during such period.

For purposes of this Agreement, “Good Reason” shall mean any action by the Corporation, in each case without the Executive’s prior consent, that (i) reduces the Base Salary as then in effect (other than as part of an across-the-board reduction affecting all senior executives of the Corporation), (ii) relocates the Executive’s principal place of employment to a location in another country, or to a location more than fifty (50) miles from the Executive’s principal place of employment, (iii) materially and adversely alters the nature or status of the Executive’s responsibilities or title or (iv) constitutes an intentional material breach of this Agreement by the Corporation. Notwithstanding the foregoing, in no event shall the occurrence of any such condition constitute Good Reason unless (A) the Executive provides notice to the Corporation of the existence of the condition giving rise to Good Reason within ninety (90) days following its initial existence and (B) the Corporation fails to materially cure such condition within thirty (30) days following the date of such notice, upon which failure to cure the Executive’s employment shall immediately terminate with Good Reason.

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(d) Voluntary Resignation. If the Executive wishes to resign from the Executive’s employment voluntarily, the Executive will provide thirty (30) days’ notice in writing to the Corporation. The Corporation may waive such notice period in whole or in part by paying the Executive’s Base Salary and continuing the applicable group benefit plans in each case as accrued and unpaid to the effective date of resignation. The Executive agrees that such waiver will not constitute termination of the Executive’s employment by the Corporation. In the event of such termination, the Corporation shall only be required to provide the Executive with the Accrued Benefits, payable within fourteen (14) days after the Termination Date.

(e) Termination Due to Disability. In the event the Executive is either (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Corporation, the Corporation may terminate this Agreement and the Executive’s employment hereunder by providing the Executive with notice of termination in writing. In the event of such termination, the Corporation shall only be required to provide the Executive with the Accrued Benefits, payable within fourteen (14) days after the Termination Date.

(f) Termination Due to Death. In the event of the Executive’s termination of employment due to death, the Corporation shall only be required to provide the Executive with a lump-sum payment equal to the Accrued Benefits, payable within fourteen (14) days after the Termination Date.

(g) Benefits and Perquisites. All other benefits and perquisites or payments in lieu of benefits and perquisites to or with respect to the Executive shall cease on the Termination Date, except to the extent required by applicable law or pursuant to the terms of any equity plan or agreement.

(h) Return of Property. Upon any termination of the Executive’s employment hereunder (or at any other time upon the Corporation’s request), and as a condition of the Corporation paying the Executive any termination payments as may be required under Section 5(b) or 5(c) hereof (other than the Accrued Benefits), the Executive will at once deliver or cause to be delivered to the Corporation all books, documents, effects, money, securities or other property belonging to the Corporation or its Affiliates or for which the Corporation or its Affiliates are liable to others, which are in the possession, charge, control or custody of the Executive.

(i) Resignation as Officer or Director. Upon any termination of the Executive’s employment hereunder unless requested otherwise by the Corporation, the Executive shall resign each position (if any) that the Executive then holds as an officer or director of the Corporation or any of its Affiliates. The Executive’s execution of this Agreement shall be deemed the grant by the Executive to the officers of the Corporation of a limited power of attorney to sign in the Executive’s name and on the Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

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6. COVENANTS.

(a) Full Time Service. The Executive shall devote all of the Executive’s business time, attention and effort to the business and affairs of the Corporation and its Affiliates, shall well and faithfully serve the Corporation and its Affiliates and shall use the Executive’s best efforts to promote the interests of the Corporation and its Affiliates. The Executive shall duly and diligently perform all of the duties assigned to him while in the employ of the Corporation and shall truthfully and faithfully account for and deliver to the Corporation all money, securities and things of value belonging to the Corporation which the Executive may from time to time receive for, from or on account of the Corporation.

(b) Rules, Regulations and Policies. The Executive shall be bound by and shall faithfully observe and abide by all the rules, regulations and policies of the Corporation and its Affiliates from time to time in force which are brought to the Executive’s notice or of which the Executive should reasonably be aware to the extent such rules, regulations and policies are not inconsistent with the terms of this Agreement or applicable law.

(c) Fiduciary Obligations. The Executive is a fiduciary of the Corporation and its Affiliates. The Executive shall not permit the Executive’s personal interests to conflict, or to appear to conflict, with the business interests of the Corporation or its Affiliates or the Executive’s duties to the Corporation or its Affiliates. Accordingly, during the Executive’s employment hereunder, the Executive shall not participate in the ownership of, have any financial or other involvement with or work for, any business or enterprise competing or endeavoring to compete with the business of the Corporation or any Affiliate (other than a holding as a passive investment of publicly listed shares that does not exceed 2% of the outstanding shares so listed) without the approval of the Corporation.

(d) Confidential Information, Non-Disparagement and Remedies.

(i) The Executive acknowledges that by reason of the Executive’s employment with the Corporation, the Executive will have access to Confidential Information and trade secrets of the Corporation and its and its subsidiary, affiliate or related corporations (“Affiliates”), and that such Confidential Information and trade secrets are essential components of the business of the Corporation and its Affiliates, and are proprietary and would be of great value and benefit to competitors of the Corporation and Affiliates. “Confidential Information” includes anything respecting the Corporation or its Affiliates or the business of developing, marketing, selling and operating destination resorts (the “Business”) or their operations, and which is not made readily available to the general public; this includes trade secrets (including, but not limited to, consumer lists), ideas, marketing concepts, documents, designs, techniques, inventions, discoveries, copyrights, methods, forecasts, programs, research or anything else concerning the organization, business, customers, employees, and finances of the Corporation or any of its Affiliates or the Business. The Executive agrees that both during and after the Executive’s employment with the Corporation, the Executive will not disclose to any individual or other entity, except in the proper course of the Executive’s employment with the Corporation, or use for the Executive’s own purposes or for purposes other than those of the Corporation or its Affiliates, any Confidential Information or trade secrets of the Corporation or its Affiliates, acquired by the Executive. If information enters the public domain, except as a result of a breach of this Section 6(d)(i) by the Executive or a breach of another confidentiality agreement to which the Corporation or an Affiliate is a party, the information will not be deemed Confidential Information or a trade secret protected by this Section 6(d)(i). In the event that the Executive believes he is compelled by law to disclose Confidential Information or trade secrets of the Corporation or its Affiliates, pursuant to subpoena, similar court order, or other legal authority, the Executive will not disclose the said Confidential Information or trade secrets without giving the Corporation reasonable advance notice of the subpoena, court order, or legal authority, and affording the Corporation the reasonable opportunity to take legal action to contest, challenge, narrow or otherwise limit or condition the disclosure. In no event will the Executive disclose Confidential Information or trade secrets of the Corporation or its Affiliates when the disclosure is not clearly compelled by such subpoena, similar court order, or other legal authority.

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(ii) The Executive agrees that, both during and after the Executive’s employment with the Corporation, the Executive will not make critical, negative or disparaging remarks about the Corporation and its Affiliates that could reasonably be expected to result in material harm to the Corporation or any of its Affiliates, including, but not limited to, comments about any of their respective products, services, management, business or employment practices, and will not voluntarily aid or voluntarily assist any person in any way with respect to any third-party claims pursued against the Corporation or any of its Affiliates. Nothing in this paragraph will prevent the Executive from (A) asserting his legal rights before an administrative agency or court of law, or from responding fully and accurately to any question, inquiry or request for information when required by applicable law or legal process or (B) making any critical remarks about the Corporation and its Affiliates in connection with any analyses made or opinions expressed in the ordinary course of the Executive’s duties hereunder during the Employment Term.

(iii) The Executive acknowledges and agrees that any breach of Section 6(d), 6(e) or 6(f) hereof will result in material and irreparable harm to the Corporation or an Affiliate although it may be difficult for the Corporation to establish a monetary value flowing from such harm. The Executive therefore agrees that the Corporation or an Affiliate, in addition to being entitled to monetary damages which flow from the breach, will be entitled to injunctive relief in a court of appropriate jurisdiction (without proof of damages or the posting of a bond) in the event of any breach by the Executive of any such Section.

(e) Non-Solicitation. The Executive will not, in any manner whatsoever, directly or indirectly, without the prior written consent of the Corporation, at any time during the Executive’s employment hereunder and for a period of twelve (12) months immediately following the date of any termination of the Executive’s employment for any reason, either by the Executive, or by the Corporation, with or without Cause:

(i) induce or endeavor to induce (A) any employee of the Corporation or any of its Affiliates to leave employment with the Corporation or an Affiliate or (B) any consultant or contractor of the Corporation or an Affiliate to terminate its relationship as such with the Corporation or such Affiliate during any period of time that the business services provided, directly or indirectly, by such consultant or contractor are exclusively or primarily being provided to the Corporation and its Affiliates, provided, that this clause (i) shall not preclude customary non-targeted recruiting efforts or general solicitations that are not specifically directed to, but which may have the effect of causing an employee, consultant or contractor to leave the employment or arrangement with the Corporation or an Affiliate;

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(ii) employ or attempt to employ or assist any individual or other entity to employ any employee of the Corporation or an Affiliate or to retain any consultant or contractor during any period of time that the business services provided, directly or indirectly, by such consultant or contractor are exclusively or primarily being provided to the Corporation or an Affiliate, provided, that this clause (ii) shall not preclude an employer of the Executive from offering employment or consulting or contracting services to anyone without the direct or indirect assistance of the Executive; or

(iii) for the purpose of competing with the Corporation or any of its subsidiaries, solicit, endeavor to solicit or gain the custom of, canvass or interfere with the Corporation’s or an Affiliate’s relationship with any individual or other entity that:

(A) is a customer or supplier of the Corporation or an Affiliate at the date hereof and/or at the date of any termination of the Executive’s employment;

(B) was a major customer or supplier of the Corporation or an Affiliate at any time within twenty-four (24) months prior to the date of any termination of the Executive’s employment; or

(C) has been pursued as a prospective major customer or supplier by or on behalf of the Corporation or an Affiliate at any time within twelve (12) months prior to the date of any termination of the Executive’s employment, and in respect of whom the Corporation or an Affiliate has not determined to cease all such pursuit.

(f) Non-Competition. The Executive recognizes that, in the event for any reason whatsoever his employment with the Corporation is terminated, his knowledge of the Confidential Information and trade secrets of the Corporation and his role in the Business may allow him to compete or to assist a third party to compete unfairly with the Corporation or any of its subsidiaries, in various locations throughout the U.S. and Canada. The Executive will not, in any manner whatsoever, directly or indirectly, anywhere in the U.S. or Canada:

(i) form, carry on, engage in or be concerned with or interested in (financially or in any other capacity); or

(ii) advise, lend money to, guarantee the debts or obligations of or permit the Executive’s name or any part thereof to be used in the promotion or advancement of; or

(iii) be employed by or render any services (as an employee, independent contractor, consultant, or otherwise) to any individual or other entity engaged in, or concerned with or interested in, any business (A) in Colorado or (B) within fifty miles of a project of the Corporation or any of its subsidiaries that is the same as, substantially similar to, or competitive with, the business of developing, marketing, selling or operating mountain resorts or adventure travel businesses (each, a “Competitive Business”), in each case without the prior written consent of the Corporation, at any time during the Executive’s employment hereunder and for the period of twelve (12) months immediately following the date of any termination of the Executive’s employment for any reason whatever and with or without Cause.

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Where the Executive seeks the prior written consent of the Corporation to engage in any activities which may be in violation of this covenant, he will provide the Corporation in advance with full disclosure of all relevant information concerning the nature and the scope of the proposed activities and the identity of all parties with whom the Executive may be engaging in the proposed activities and the Corporation will reasonably assess such information with a view to determining if an agreement can be reached between the Executive and the Corporation permitting the Executive to engage in some or all of the proposed activities and not unreasonably restricting the Executive’s professional livelihood, provided that any such agreement must be on such terms and conditions, including that there must be no material harm to the business of the Corporation, as are acceptable to the Corporation.

(g) Cooperation. The Executive shall provide reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events during the Executive’s employment hereunder. The Corporation shall reimburse the Executive for the Executive’s reasonable travel expenses incurred in connection with the foregoing, in accordance with the Corporation’s policies and subject to the delivery of reasonable support for such expenses.

(h) Restrictions Reasonable. The Executive confirms that all restrictions and covenants in Sections 6(d), 6(e), 6(f) and 6(g) are reasonable and valid, and waives all objections to and defenses to the strict enforcement thereof.

(i) Acknowledgment. The Executive acknowledges and agrees that Sections 6(e) and 6(f) hereof are fully enforceable under Colorado Revised Statute Section 8-2-113(2) because this Agreement is a “contract for the protection of trade secrets” and the Executive serves the Corporation in an “[e]xecutive and management personnel” capacity.

7. SECTION 280G.

(a) Treatment of Payments. Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that any payment or benefit received or to be received by the Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “Total Payments”) would fail to be deductible under Section 280G of the Code or otherwise would be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the payments or benefits to be received by the Executive that are subject to Section 280G of the Code shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments).

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(b) Ordering of Reduction. In the case of a reduction in the Total Payments pursuant to Section 7(a), the Total Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.

(c) Certain Determinations. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by a nationally recognized accounting firm designated by the Corporation (the “Accounting Firm”) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

(d) Additional Payments. If the Executive receives reduced payments and benefits by reason of this Section 7 and it is established pursuant to a determination of a court of competent jurisdiction which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal Revenue Service proceeding, that the Executive could have received a greater amount without resulting in any Excise Tax, then the Corporation shall thereafter pay the Executive the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable.

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8. ASSIGNMENT. This Agreement, and all of the terms and conditions hereof, shall bind the Corporation and its successors and assigns. Neither this Agreement, nor any of the Corporation’s rights or obligations hereunder, may be assigned or otherwise subject to hypothecation by the Executive, and any such attempted assignment or hypothecation shall be null and void. The Corporation may assign the rights and obligations of the Corporation hereunder, in whole or in part, to any of the Corporation’s subsidiaries, Affiliates or parent corporations, or to any other successor or assign in connection with the sale of all or substantially all of the Corporation’s assets or stock or in connection with any merger, acquisition and/or reorganization, provided the assignee assumes the obligations of the Corporation hereunder.

9. GENERAL CONTRACT PROVISIONS.

(a) No Breach of Obligation to Others. The Executive acknowledges and represents to the Corporation that, in carrying out the Executive’s duties and functions for the Corporation or its Affiliates, the Executive shall not disclose to the Corporation or its Affiliates any confidential information of any third party. The Executive acknowledges and represents to the Corporation that the Executive has not brought to the Corporation nor shall the Executive use in the performance of the Executive’s duties and functions with the Corporation or its Affiliates any confidential materials or property of any third party. The Executive further acknowledges and represents that the Executive is not a party to any agreement with or under any legal obligation to any previous employer or other third party that conflicts with, or would otherwise restrict the Executive from performing, any of the Executive’s obligations to the Corporation or its Affiliates under this Agreement.

(b) Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado, without regard to any choice-of-law rules thereof which might apply the laws of any other jurisdiction. Each party irrevocably submits to the nonexclusive jurisdiction of the courts of Colorado and all courts competent to hear appeals from those courts with respect to any matter related to this Agreement.

(c) No Related Party Dealings. The Executive will not be allowed to deal on behalf of the Corporation with any entity in which he or his immediate family has an undisclosed financial interest.

(d) Entire Agreement. This Agreement, together with the documents referred to herein, constitutes and expresses the whole agreement of the parties hereto with reference to any of the matters or things herein provided for or herein before discussed or mentioned with reference to the Executive’s employment, and it cancels and replaces any and all prior understandings and agreements between the Executive and the Corporation, including, without limitation, the offer letter between the Corporation and its Affiliates and the Executive, dated January 3, 2014, which is cancelled and of no further force or effect as of the Effective Date. All promises, representations, collateral agreements and understandings not expressly incorporated in this Agreement are hereby superseded by this Agreement.

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(e) Notice. Any notice required or permitted to be given under this Agreement shall be in writing and shall be properly given if personally delivered, delivered by overnight courier of national reputation (e.g., FedEx or UPS) or sent by registered mail, return receipt requested, as follows:

If to the Corporation:	Intrawest Resorts Holdings, Inc.
	1621 18th Street, Suite 300 Denver, CO 80202 Attention: Chief Executive Officer
If to the Executive:	to the last address of the Executive
	in the Corporation’s records
	or c/o Intrawest Resorts Holdings, Inc.

(f) Survival. The representations, warranties and covenants of the Executive contained in this Agreement will survive any termination of the Executive’s employment with the Corporation.

(g) Damages. The Executive agrees that in the event of any breach of this Agreement by the Executive damages will be an inadequate remedy and that the Corporation will be entitled to make an application to a court of competent jurisdiction for temporary and/or permanent injunctive relief against the Executive, without the necessity of proving actual damage to the Corporation.

(h) Severability. If any covenant or provision contained herein is determined to be void, invalid or unenforceable in whole or in part for any reason whatsoever, it will not be deemed to affect or impair the validity or enforceability of any other covenant or provisions hereof, and such unenforceable covenant or provisions or part thereof will be treated as severable from the remainder of this Agreement.

(i) Amendments. No modification, amendment or variation hereof will be of effect or binding upon the parties hereto unless agreed to in writing by each of them and thereafter such modification, amendment or variation will have the same effect as if it had originally formed part of this Agreement.

(j) Waiver. No waiver by the parties hereto of any breach of any condition, covenant or agreement hereof will constitute a waiver of such condition, covenant or agreement except in respect of the particular breach giving rise to such waiver.

(k) No Untruths. The Executive represents and warrants that all information provided to the Corporation in any application form or during any interview for employment was accurate and contained no untruths or misrepresentations. The Executive agrees that the provision of any false or misleading information on an application form or during any employment interview are grounds for immediate dismissal of the Executive by the Corporation without any further compensation payable to the Executive.

(l) Executive’s Acknowledgment. The Executive acknowledges that he has read and understands the foregoing and that the Corporation has advised him that this Agreement substantially alters and supersedes the Executive’s rights at common law. The Executive specifically acknowledges that the Corporation has advised him to seek independent legal advice prior to executing this Agreement.

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(m) Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Corporation for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Executive would be considered to have incurred a “separation from service” from the Corporation within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Executive and the Corporation during the six-month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Corporation makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.

(n) Headings. The headings of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof.

(o) Construction. The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties, each afforded representation by legal counsel. Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of the same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

(p) Counterparts. This Agreement may be executed on separate counterparts, any one (1) of which need not contain signatures of more than one (1) party, but all of which taken together will constitute one and the same agreement.

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(q) Tax Withholding. The Corporation may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Corporation is required to withhold pursuant to any applicable law, regulation or ruling. Notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to guarantee any particular tax result for the Executive with respect to any payment provided to the Executive hereunder, and the Executive shall be responsible for any taxes imposed on Executive with respect to any such payment.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

INTRAWEST RESORTS HOLDINGS, INC.
By:	/s/ William A. Jensen
	Name: William A. Jensen Title: Chief Executive Officer
EXECUTIVE
/s/ Gary W. Ferrera
Gary W. Ferrera

[Signature Page to Ferrera Employment Agreement]

EX-10.32

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE INTRAWEST RESORTS HOLDINGS, INC.

2014 OMNIBUS INCENTIVE PLAN

This Award Agreement (this “RSU Award Agreement”), dated as of ___________, 201_ (the “Date of Grant”), is made by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to “the Company” shall include the Company and any successor to the Company.

1.Grant of Restricted Stock Units. The Company hereby grants to the Grantee _______ restricted stock units (the “RSUs”), subject to all of the terms and conditions of this RSU Award Agreement and the Plan.

2.                  Vesting.

(a)                  The RSUs shall become vested as follows: (i) 33.3% of the RSUs shall vest on the first anniversary of the Date of Grant; (ii) 33.3% of the RSUs shall vest on the second anniversary of the Date of Grant; and (iii) 33.4% of the RSUs shall vest on the third anniversary of the Date of Grant (each a “Vesting Date”); provided that the Grantee remains in continuous employment with the Company or an Affiliate thereof through, and has not given or received a notice of termination of such employment as of, the applicable vesting date.

(b)                  Except as set forth in Section 2(c) below, if the Grantee’s employment is terminated for any reason, (i) this RSU Award Agreement shall terminate and all rights of the Grantee with respect to RSUs that have not vested shall immediately terminate, (ii) any such unvested RSUs shall be forfeited without payment of any consideration, and (iii) neither the Grantee nor any of the Grantee’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs.

(c)                  If the Grantee’s employment is terminated by the Company other than for Cause or by the Grantee for Good Reason (as defined in the employment agreement by and between the Company and the Grantee as in effect from time to time) (i) the portion of the RSUs, if any, that are scheduled to vest on the next applicable Vesting Date shall immediately vest and shall be settled as soon as practicable after the date of termination in accordance with Section 3 below, but in no event later than March 15 of the year following the year in which the date of termination occurs, (ii) this RSU Award Agreement shall terminate and all rights of the Grantee with respect to the portion of the RSUs, if any, that have not vested as of the date of termination in accordance with this Section shall immediately terminate, (iii) any such unvested RSUs shall be forfeited without payment of any consideration, and (iv) neither the Grantee nor any of the Grantee’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs.

3.                  Settlement. Each RSU granted hereunder shall represent the right to receive, in the sole discretion of the Company, either (i) one (1) share of Common Stock (a “Share”) or (ii) an amount of cash equal to the Fair Market Value of one (1) Share, valued based on the closing price of a Share on the date immediately prior to the date of payment (as applicable, the “Settlement”). The Settlement shall occur as soon as practicable after the applicable Vesting Date, but in no event later than March 15 of the year following the year in which such Vesting Date occurs.

4.                  Voting and Other Rights. The Grantee shall have no rights of a stockholder with respect to the RSUs (including the right to vote and the right to receive distributions or dividends) unless and until Shares are issued in respect thereof following the applicable Vesting Date.

5.                  RSU Award Agreement Subject to Plan. This RSU Award Agreement is made pursuant to all of the provisions of the Plan, which is incorporated herein by this reference, and is intended, and shall be interpreted in a manner, to comply therewith. In the event of any conflict between the provisions of this RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall govern.

6.                  No Rights to Continuation of Employment. Nothing in the Plan or this RSU Award Agreement shall confer upon the Grantee any right to continue in the employ of the Company or any Affiliate thereof or shall interfere with or restrict the right of the Company or its Affiliates to terminate the Grantee’s employment any time for any reason whatsoever, with or without cause.

7.                  Tax Withholding. The Company shall be entitled to require a cash payment by or on behalf of the Grantee and/or to deduct from the Shares or cash otherwise issuable hereunder or other compensation payable to the Grantee the minimum amount of any sums required by federal, state or local tax law to be withheld or to satisfy any applicable payroll deductions with respect to the Settlement of any RSU.

8.                  Section 409A Compliance. The intent of the parties is that payments and benefits under this RSU Award Agreement comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this RSU Award Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, the Grantee shall not be considered to have terminated employment with the Company for purposes of any payments under this RSU Award Agreement which are subject to Section 409A of the Code until the Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this RSU Award Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this RSU Award Agreement or any other arrangement between the Grantee and the Company during the six-month period immediately following the Grantee’s separation from service shall instead be paid on the first business day after the date that is six months following the Grantee’s separation from service (or, if earlier, the Grantee’s date of death).The Company makes no representation that any or all of the payments described in this RSU Award Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.

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9.                  Governing Law. This RSU Award Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of Delaware applicable to agreements made and to be performed wholly within the State of Delaware.

10.                  RSU Award Agreement Binding on Successors. The terms of this RSU Award Agreement shall be binding upon the Grantee and upon the Grantee’s heirs, executors, administrators, personal representatives, transferees, assignees and successors in interest, and upon the Company and its successors and assignees, subject to the terms of the Plan.

11.                  No Assignment. Notwithstanding anything to the contrary in this RSU Award Agreement, neither this RSU Award Agreement nor any rights granted herein shall be assignable by the Grantee.

12.                  Necessary Acts. The Grantee hereby agrees to perform all acts, and to execute and deliver any documents that may be reasonably necessary to carry out the provisions of this RSU Award Agreement, including but not limited to all acts and documents related to compliance with federal and/or state securities and/or tax laws.

13.                  Severability. Should any provision of this RSU Award Agreement be held by a court of competent jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect the validity of the remainder of this RSU Award Agreement, the balance of which shall continue to be binding upon the parties hereto with any such modification (if any) to become a part hereof and treated as though contained in this original RSU Award Agreement. Moreover, if one or more of the provisions contained in this RSU Award Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable, in lieu of severing such unenforceable provision, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear, and such determination by such judicial body shall not affect the enforceability of such provisions or provisions in any other jurisdiction.

14.                  Entire RSU Award Agreement. This RSU Award Agreement and the Plan contain the entire agreement and understanding among the parties as to the subject matter hereof, and supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof.

15.                  Headings. Headings are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any such Section.

16.                  Counterparts; Electronic Signature. This RSU Award Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. The Grantee’s electronic signature of this RSU Award Agreement shall have the same validity and effect as a signature affixed by the Grantee’s hand.

17.                  Amendment. No amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto.

18.                  Set-Off. The Grantee hereby acknowledges and agrees, without limiting rights of the Company or any Affiliate thereof otherwise available at law or in equity, that, to the extent permitted by law, the number of Shares or the amount of cash due to the Grantee under this RSU Award Agreement may be reduced by, and set-off against, any or all amounts or other consideration payable by the Grantee to the Company or any of its Affiliates under any other agreement or arrangement between the Grantee and the Company or any of its Affiliates; provided that any such set-off does not result in a penalty under Section 409A of the Code.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this RSU Award Agreement as of the date set forth above.

INTRAWEST RESORTS HOLDINGS, INC.

By

Print Name:

Title:

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The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing RSU Award Agreement.

GRANTEE

Signature

Print Name:

Address:

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EX-10.33

FORM OF INTRAWEST RESORTS HOLDINGS, INC.

RESTRICTED STOCK GRANT AGREEMENT

THIS RESTRICTED STOCK GRANT AGREEMENT is made as of this __ day of ______, 20_, (the “Agreement”), by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).

WHEREAS, the Company has adopted the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan (the “Plan”) to provide an additional incentive to selected individuals whose contributions are essential to the growth and success of the Company’s business, in order to strengthen their commitment to the Company and its Affiliates, motivate them to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company; and

WHEREAS, Section 9 of the Plan provides for the grant of Restricted Stock to Eligible Recipients.

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1. Grant of Restricted Stock. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Grantee an Award of ______ shares of Common Stock of the Company (collectively, the “Restricted Stock”).

2. Grant Date. The grant date of the Restricted Stock hereby granted is ______, __, 20_ (the “Grant Date”).

3. Incorporation of the Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made a part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Board or the Committee, shall govern. Unless otherwise indicated herein, all capitalized terms that are used, but not otherwise defined, herein shall have the meanings given to such terms in the Plan.

4. Vesting. The Restricted Stock shall become vested as follows: 33.3% of the shares of Restricted Stock shall vest on the first anniversary of the Grant Date; 33.3% of the shares of Restricted Stock shall vest on the second anniversary of the Grant Date; and 33.4% of the shares of Restricted Stock shall vest on the third anniversary of the Grant Date; provided that the Grantee remains in continuous service as a member of the Board through, and has not given or received a notice of termination of such service as of, the applicable vesting date. Notwithstanding the foregoing, in the event that the Grantee’s service as a member of the Board ends on account of the Grantee’s death or Disability at any time, all unvested shares of Restricted Stock not previously forfeited shall immediately vest on such date service ends.

5. Forfeiture. Subject to the provisions of the Plan and Section 4 of this Agreement, shares of Restricted Stock which have not become vested on the earlier of (i) the date the Grantee’s service on the Board ends for any reason and (ii) the date the Grantee gives or receives a notice of termination of such service, shall immediately be forfeited on such applicable date.

6. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.

7. Integration. This Agreement and the Plan contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement and the Plan supersede all prior agreements and understandings between the parties with respect to the subject matter hereof.

8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

9. Grantee Acknowledgment. The Grantee hereby acknowledges receipt of a copy of the Plan. The Grantee hereby acknowledges that all decisions, determinations and interpretations of the Board, or a Committee thereof, in respect of the Plan, this Agreement and the Restricted Stock shall be final and conclusive.

10. Restrictions on Transfer. Until such time as shares of Restricted Stock are fully vested in accordance with Section 4 hereof, or as otherwise provided in the Plan, no purported sale, assignment, mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any such unvested shares of Restricted Stock or any agreement or commitment to do any of the foregoing (each a “Transfer”) by any holder thereof in violation of the provisions of this Agreement will be valid, except with the prior written consent of the Board (such consent shall be granted or withheld in the sole discretion of the Board).

Any purported Transfer of shares of Restricted Stock or any economic benefit or interest therein in violation of this Agreement shall be null and void ab initio, and shall not create any obligation or liability of the Company, and any Person purportedly acquiring any shares of Restricted Stock or any economic benefit or interest therein transferred in violation of this Agreement shall not be entitled to be recognized as a holder of such shares.

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Without prejudice to the foregoing, in the event of a Transfer or an attempted Transfer in violation of this Agreement, such shares of Restricted Stock, and all of the rights related thereto, shall be immediately forfeited without consideration.

11. Taxes. The Grantee understands that the Grantee (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws of such state.

13. Legend on Certificates. The Grantee agrees that any certificate issued for Restricted Stock (or, if applicable, any book entry statement issued for Restricted Stock) prior to the lapse of any outstanding restrictions relating thereto shall bear the following legend (in addition to any other legend or legends required under applicable federal and state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER (THE “RESTRICTIONS”) AS SET FORTH IN THE INTRAWEST RESORTS HOLDINGS, INC. 2014 OMNIBUS INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND INTRAWEST RESORTS HOLDINGS, INC., COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT AND SHALL RESULT IN THE FORFEITURE OF SUCH SHARES AS PROVIDED BY SUCH PLAN AND AGREEMENT.

14. Securities Laws Requirements. The Company shall not be obligated to issue shares of Common Stock to the Grantee free of the restrictive legend described in Section 13 hereof or of any other restrictive legend, if such transfer, in the opinion of counsel for the Company, would violate the Securities Act of 1933, as amended (“Securities Act”) (or any other federal or state statutes having similar requirements as may be in effect at that time). The Company shall be under no obligation to register the Restricted Stock pursuant to the Securities Act or any other federal or state securities laws.

15. Notices. All notices or other communications provided hereunder must be in writing and mailed or delivered either (i) to the Company at its principal place of business or (ii) to the Grantee at the address on file with the Company, or such other address as the Company or the Grantee may provide to the other for purposes of providing notice. Any such notice shall be deemed effective (1) upon delivery if delivered in person, (2) on the next business day if transmitted by national overnight courier and (3) on the fourth business day following mailing by first class mail.

16. Agreement Not a Contract for Services. Neither the Plan, the granting of the Restricted Stock, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Grantee has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any Subsidiary or Affiliate for any period of time or at any specific rate of compensation.

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17. Representations. The Grantee has reviewed with the Grantee’s own tax advisors the Federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

18. Amendments; Construction. The Administrator may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Grantee hereunder without his or her consent. Headings to Sections of this Agreement are intended for convenience of reference only, are not part of this Agreement and shall have no effect on the interpretation hereof.

19. Adjustments. Pursuant to Section 5 of the Plan, in the event of a Change in Capitalization as described therein, the Administrator shall make such equitable changes or adjustments as it deems necessary or appropriate to the number and kind of securities or other property (including cash) issued or issuable in respect of outstanding Restricted Stock.

20. Rights as a Stockholder. During the period until the Restricted Stock vests as provided in Section 4 hereof, the Grantee shall, except as set forth in this Section 20, have all the rights of a stockholder with respect to the Restricted Stock, including the right to vote the underlying shares of Common Stock. Notwithstanding the foregoing, (i) the Grantee shall not have the right to Transfer the Restricted Stock prior to the vesting thereof as set forth in Section 4 hereof and (ii) any dividends or other distributions that are declared with respect to the shares of Common Stock underlying the Restricted Stock between the Grant Date and the date on which such shares become vested will be paid to the Grantee at the time such shares vest as set forth in Section 4 hereof, and will not be paid to the Grantee in the event that the shares do not become so vested.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and the Grantee has hereunto signed this Agreement on the Grantee’s own behalf, thereby representing that the Grantee has carefully read and understands this Agreement and the Plan as of the day and year first written above.

Intrawest Resorts Holdings, Inc.

By:

Title:

Acknowledged and Accepted:

[Grantee]

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EX-23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Intrawest Resorts Holdings, Inc.:

We consent to the use of our report dated September 30, 2013, except for Notes 4(a) and 4(b) as to which the date is December 9, 2013, and Note 4(c), as to which the date is January 21, 2014, with respect to the balance sheet of Intrawest Resorts Holdings, Inc. as of September 24, 2013, included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Denver, Colorado
January 21, 2014

EX-23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Intrawest Resorts Holdings, Inc.:

We consent to the use of our report dated September 30, 2013, except for Notes 21(b) and 21(c), as to which the date is December 9, 2013, with respect to the consolidated balance sheets of Intrawest Cayman L.P. and subsidiaries as of June 30, 2012 and 2013, and the related consolidated statements of operations, comprehensive loss, partners’ deficit, and cash flows for each of the years in the two-year period ended June 30, 2013, included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Denver, Colorado
January 21, 2014

EX-23.3

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Intrawest Resorts Holdings, Inc.:

We consent to the use of our report dated September 30, 2013, with respect to the consolidated statements of operations, comprehensive loss, partners’ deficit, and cash flows of Intrawest Cayman L.P. for the year ended June 30, 2011 included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Vancouver, Canada

 January 21, 2014

EX-99.1

CONSENT AND ACKNOWLEDGEMENT

The undersigned is a proposed director of Intrawest Resorts Holdings, INC. (the ``Company’’). As such, the undersigned understands that he or she must be included in the Company’s prospectus as a proposed director. Accordingly, the undersigned hereby consents to the inclusion of the undersigned’s name as a proposed director, along with a description of the undersigned’s business experience, in the Company’s Registration Statement on Form S-1, including any amendments there to, filed with the Securities and Exchange Commission.

/s/ Wesley Edens
Name:	Wesley Edens
Date:	January 13, 2014

EX-99.2

CONSENT AND ACKNOWLEDGEMENT

The undersigned is a proposed director of Intrawest Resorts Holdings, INC. (the ``Company’’). As such, the undersigned understands that he or she must be included in the Company’s prospectus as a proposed director. Accordingly, the undersigned hereby consents to the inclusion of the undersigned’s name as a proposed director, along with a description of the undersigned’s business experience, in the Company’s Registration Statement on Form S-1, including any amendments there to, filed with the Securities and Exchange Commission.

/s/ Richard Armstrong
Name:	Richard Armstrong
Date:	January 21, 2014

EX-99.3

CONSENT AND ACKNOWLEDGEMENT

The undersigned is a proposed director of Intrawest Resorts Holdings, INC. (the ``Company’’). As such, the undersigned understands that he or she must be included in the Company’s prospectus as a proposed director. Accordingly, the undersigned hereby consents to the inclusion of the undersigned’s name as a proposed director, along with a description of the undersigned’s business experience, in the Company’s Registration Statement on Form S-1, including any amendments there to, filed with the Securities and Exchange Commission.

/s/ William J. Clifford
Name:	William J. Clifford
Date:	January 14, 2014

EX-99.4

CONSENT AND ACKNOWLEDGEMENT

The undersigned is a proposed director of Intrawest Resorts Holdings, INC. (the ``Company’’). As such, the undersigned understands that he or she must be included in the Company’s prospectus as a proposed director. Accordingly, the undersigned hereby consents to the inclusion of the undersigned’s name as a proposed director, along with a description of the undersigned’s business experience, in the Company’s Registration Statement on Form S-1, including any amendments there to, filed with the Securities and Exchange Commission.

/s/ Richard Georgi
Name:	Richard Georgi
Date:	January 21, 2014

EX-99.5

CONSENT AND ACKNOWLEDGEMENT

The undersigned is a proposed director of Intrawest Resorts Holdings, INC. (the ``Company’’). As such, the undersigned understands that he or she must be included in the Company’s prospectus as a proposed director. Accordingly, the undersigned hereby consents to the inclusion of the undersigned’s name as a proposed director, along with a description of the undersigned’s business experience, in the Company’s Registration Statement on Form S-1, including any amendments there to, filed with the Securities and Exchange Commission.

/s/ John W. Harris III
Name:	John W. Harris III
Date:	January 10, 2014

EX-99.6

CONSENT AND ACKNOWLEDGEMENT

The undersigned is a proposed director of Intrawest Resorts Holdings, INC. (the ``Company’’). As such, the undersigned understands that he or she must be included in the Company’s prospectus as a proposed director. Accordingly, the undersigned hereby consents to the inclusion of the undersigned’s name as a proposed director, along with a description of the undersigned’s business experience, in the Company’s Registration Statement on Form S-1, including any amendments there to, filed with the Securities and Exchange Commission.

/s/ Timothy Jay
Name:	Timothy Jay
Date:	January 12, 2014