8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 20, 2015

Intrawest Resorts Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

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

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

(Address of Principal Executive Offices, Including Zip Code)

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

Not Applicable

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

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On April 20, 2015, Intrawest Resorts Holdings, Inc. (the “Company”) issued a press release announcing the preliminary fiscal 2015 third quarter results for the three months ended March 31, 2015. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by reference. 

Item 7.01. Regulation FD Disclosure.

The Company is disclosing under Item 7.01 of this Current Report on Form 8-K certain information with respect to the Company that has not been previously reported to the public. As of April 20, 2015, the Company is initiating a process to re-price its Term Loan under the Company’s existing Credit Agreement as defined in the most recent Form 10-Q filed on February 6, 2015.

The Company will present the information included in the slides attached to this Current Report on Form 8-K as Exhibit 99.2 hereto, including estimated unaudited preliminary results for select financial measures for the fiscal quarter ended March 31, 2015, as part of that re-pricing process.

Third Quarter Preliminary Information

Because the third quarter has only recently ended, the information that follows is preliminary and based upon information available to us as of the date of this filing. The Company has not finalized our financial statement closing process for the third quarter of fiscal year 2015. During the course of that process, the Company may identify items that would require us to make adjustments, which may be material, to the amounts described below. As a result, the financial information included herewith constitutes forward-looking statements and is subject to risks and uncertainties, including possible adjustments to the preliminary operating results. The Company is providing this information and certain financial metrics on a one-time basis only and does not intend to update this information prior to our regularly scheduled third quarter 2015 conference call and subsequent filings with the Securities and Exchange Commission.

While our full and final financial information and operating data for the three months ended March 31, 2015 are not yet available:

• The Company estimates Net Income for the three months ended March 31, 2015 of between $126.0 million and $129.0 million.

• The Company estimates Adjusted EBITDA for the three months ended March 31, 2015 of between $154.0 million and $157.0 million.

• The Company estimates total reportable segment revenues for the three months ended March 31, 2015 of between $317.0 million and $323.0 million.

The Company expects its closing procedures with respect to the period ended March 31, 2015 to be completed no later than May 15, 2015. Accordingly, the Company’s consolidated financial statements for the three and nine months ended March 31, 2015 will not be available until after the re-pricing transaction is completed.

Non-GAAP Financial Measures

The Company uses Adjusted EBITDA as a measure of its operating performance. Adjusted EBITDA is a supplemental non-GAAP financial measure. Adjusted EBITDA is not a substitute for net income (loss), income (loss) from continuing operations, cash flows from operating activities or any other measure prescribed by accounting principles generally accepted in the United States of America (“GAAP”).

The Company’s board of directors and management team focus on Adjusted EBITDA as a key performance measure. Adjusted EBITDA assists the Company in comparing its performance over various reporting periods because it removes from its operating results the impact of items that its management believes do not reflect its core operating performance.

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There are limitations to using non-GAAP measures such as Adjusted EBITDA. Although the Company believes that Adjusted EBITDA can make an evaluation of its operating performance more consistent because it removes items that do not reflect its core operations, other companies in the Company’s industry may define Adjusted EBITDA differently than it does. As a result, it may be difficult to use Adjusted EBITDA to compare the performance of those companies to the Company’s performance. Adjusted EBITDA should not be considered as a measure of the income generated by the Company’s business or discretionary cash available to the Company to invest in the growth of its business. The Company’s management compensates for these limitations by reference to its GAAP results and by using Adjusted EBITDA as a supplemental measure.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Preliminary Fiscal 2015 Third Quarter Results Press Release of Intrawest Resorts Holdings, Inc. dated April 20, 2015
99.2	Lender Presentation of Intrawest Resorts Holdings, Inc. dated April 20, 2015

The information contained in this Current Report on Form 8-K set forth in Item 2.02, Item 7.01 and Exhibits 99.1 and 99.2 is being furnished in accordance with the provisions of General Instruction B.2 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific references in such a filing. The furnishing of the information in this report, including the exhibits furnished herewith, is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information. Unless the context otherwise requires, references in this Current Report on Form 8-K to the “Company” refer to Intrawest Resorts Holdings, Inc. and its consolidated subsidiaries.

SIGNATURE

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

	Intrawest Resorts Holdings, Inc.
	By:	/s/ Travis Mayer
		Travis Mayer
		Executive Vice President, Chief Financial Officer and Treasurer
Date: April 20, 2015

Exhibit No.	Description
99.1	Preliminary Fiscal 2015 Third Quarter Results Press Release of Intrawest Resorts Holdings, Inc. dated April 20, 2015
99.2	Lender Presentation of Intrawest Resorts Holdings, Inc. dated April 20, 2015

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EX-99.1

Exhibit 99.1

Intrawest Provides Preliminary Fiscal 2015 Third Quarter Results

Denver, Colorado, April 20, 2015 - Intrawest Resorts Holdings, Inc. (NYSE: SNOW), a leading North American mountain resort and adventure company, today is initiating a process to re-price its Term Loan under the Company’s existing Credit Agreement. In conjunction with that process, the Company announced the following preliminary results for the three months ended March 31, 2015:

• The Company estimates net income attributable to Intrawest Resorts Holdings, Inc. will be between $126.0 million and $129.0 million.

• Adjusted EBITDA is estimated to be between $154.0 million and $157.0 million.

• Total reportable segment revenue is estimated to be between $317.0 million and $323.0 million.

• Season pass and frequency product sales have grown 17.0% through April 9, 2015, relative to the same time last year.

• The Company reiterates Fiscal 2015 Guidance.

The Company has not yet finalized its financial statement close process for the fiscal 2015 third quarter. As a result, thesepreliminary results remain subject to change. The Company expects to release financial and operating results for the three and nine months ended March 31, 2015 no later than May 15, 2015. Please refer to the Company’s Form 8-K filed this morning with the SEC for further details.

About Intrawest Resorts Holdings, Inc.

Intrawest is a North American mountain resort and adventure company, delivering distinctive vacation and travel experiences to its customers for over three decades. The Company wholly owns six four-season mountain resorts with approximately 8,000 skiable acres and over 1,130 acres of land available for real estate development. Intrawest’s mountain resorts are geographically diversified across most of North America’s major ski regions, including the Eastern United States, the Rocky Mountains, the Pacific Southwest and Canada. The Company also operates an adventure travel business, the cornerstone of which is Canadian Mountain Holidays, the leading heli-skiing adventure company in North America. Additionally, the Company operates a comprehensive real estate business through which it manages, markets and sells vacation club properties; manages condominium hotel properties; and sells and markets residential real estate. Intrawest Resorts Holdings, Inc. common stock is traded on the New York Stock Exchange (NYSE: SNOW). For more information, visit www.intrawest.com.

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Forward-Looking Statements

This press release includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “intend”, “expect”, “estimate”, “plan”, “outlook” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including weakness in general economic conditions; lack of adequate snowfall and unfavorable weather conditions; adverse events that occur during our peak operating periods; our failure to achieve the expected benefits of our recent acquisition and other risks associated with our acquisition strategy; Steamboat Ski & Resort's dependence on subsidized direct air service; risks related to information technology; our potential failure to maintain the integrity of our customer or employee data; risks of foreign currency fluctuations; adverse consequences of ongoing legacy litigation or future legal claims; our ability to monetize real estate assets; a partial or complete loss of Alpine Helicopters’ services; the effects of climate change; our ability to successfully maintain internal control over financial reporting; our substantial leverage, which could adversely affect our ability to

raise additional capital to support our growth strategy; risks associated with Fortress’s ownership of a majority of our outstanding common stock and other risks described under the caption “Risk Factors” in Part I - Item 1A., “Risk Factors” in our Annual Report on Form 10-K for the period ended June 30, 2014, filed with the Securities and Exchange Commission (“SEC”) on September 23, 2014, as may be revised in following SEC filings. We operate in a competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Contact

Investor Relations

Intrawest Resorts Holdings, Inc.

(303) 749-8370

InvestorRelations@intrawest.com

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EX-99.2

Exhibit 99.2

Lender Presentation April 20, 2015

Important Information 1 No representation is made that the information in these slides is complete . For additional financial, statistical and business related information, as well as information regarding business and segment trends, see prior filings with the Securities and Exchange Commission (“SEC”) and available on the Company’s website (www . intrawest . com) and the SEC’s website (www . sec . gov) . This document contains forward - looking statements . These forward - looking statements are based on current expectations, estimates and projections about the industry and markets in which Intrawest operates as well as the Company’s beliefs and assumptions regarding our operations and financial performance, all of which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, industry results or market trends to differ materially from those expressed or implied by such forward - looking statements . Therefore any statements contained herein that are not statements of historical fact may be forward - looking statements and should be evaluated as such . Without limiting the foregoing, words such as “Expects”, “Anticipates”, “Should”, “Intends”, “Plans”, “Believes”, “Seeks”, “Estimates”, “Projects”, and variations of such words and similar expressions are intended to identify such forward - looking statements . These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict, including those described in Part II - Item 1 , ‘‘Risk Factors’’ in our Annual Report on Form 10 - K for the period ended June 30 , 2014 filed with the SEC, as may be revised in subsequent SEC filings . Therefore , actual outcomes and results may differ materially from what is expressed or forecasted in such forward - looking statements . The actual performance of Intrawest may differ from the budget, projections and returns set forth herein and may differ materially . Certain information contained herein has been obtained from published and non - published sources . Such information has not been independently verified by Intrawest . Except where otherwise indicated, the information provided herein is based on matters as they exist as of the date of preparation and not as of any future date, and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date hereof . This presentation includes certain non - GAAP financial measures, including Adjusted EBITDA (“Adj . EBITDA ”) . Non - GAAP financial measures such as Adj . EBITDA should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP . Please refer to slide 21 of this presentation for a reconciliation of the non - GAAP financial measures included in this presentation to the most directly comparable financial measures prepared in accordance with GAAP . Our board of directors and management team focus on Adj . EBITDA as a key performance and compensation measure . Adj . EBITDA assists us in comparing our performance over various reporting periods because it removes from our operating results the impact of items that our management believes do not reflect our core operating performance . The compensation committee of our board of directors will determine the annual variable compensation for certain members of our management team, based in part, on Adj . EBITDA . Adj . EBITDA is not a substitute for net income (loss), income (loss) from continuing operations, cash flows from operating activities or any other measure prescribed by GAAP . Additionally, other companies in our industry may define Adj . EBITDA differently than we do . As a result, it may be difficult to use Adj . EBITDA to compare the performance of those companies to our performance . Adj . EBITDA should not be considered as a measure of the income generated by our business or discretionary cash available to us to invest in the growth of our business . Our management compensates for these limitations by reference to our GAAP results and using Adj . EBITDA as a supplemental measure .

Introductions Tom Marano Chief Executive Officer ▪ Joined Intrawest as CEO in November 2014 ▪ Former Chairman and CEO at Residential Capital LLC ▪ Former Head of Global Mortgage and Asset Backed Trading and Originations at Bear Stearns 2 Travis Mayer Chief Financial Officer ▪ Joined Intrawest in 2007 ▪ 10+ years industry experience, former EVP, Operations and SVP, Finance ▪ MBA from Harvard Business School and Olympic silver medalist in skiing

COMPANY OVERVIEW

▪ Largest heli - ski operator in North America ▪ 3.1mm acres of terrain, 11 lodges, 38 helicopters 2 ▪ 15% of FY 2014 Adj. EBITDA 1 Diversified Footprint Across North America Diversified Footprint Across North America Intrawest Overview Leading North American mountain resort and adventure company founded in 1976 Three complementary business segments with significant synergies Geographically diverse portfolio of resorts that attract both destination and local visitors from major metropolitan markets Intrawest Portfolio ▪ 6 leading North American ski resorts ▪ >4 million skier visits 1 , ~8,000 skiable acres ▪ 76% of FY 2014 Adj. EBITDA 1 ▪ ~$139mm 2 of developable land at mountain resorts ▪ Real estate management and sales ▪ 9% FY 2014 Adj. EBITDA 1 Adventure Real Estate Mountain (1) Based on fiscal year (“FY”) 2014 results; Pro forma for 100% ownership of Blue Mountain. (2) Net of sale of one helicopter and a parcel of land at Tremblant that occurred during 3Q15. 4 - Major Metro Area

Credit Strengths 5 Iconic Resorts & Valuable Real Estate Top - tier destination & drive - to resorts with prime development parcels Reliable Cash Flow Diversity of revenue streams and certainty from season pass sales support stable cash flow Naturally Deleveraging Profile Embedded organic growth, strategic acquisitions, and real estate upside Experienced Management Team Experience leading and growing complex organizations and resorts

Favorable Outlook & Dynamics 6 Stable demand and formidable barriers to additional supply provide pricing power ▪ No new major North American ski resorts developed in the last 30 years Recent market share shift to premium resorts benefits SNOW’s competitive position and growth Sustainable growth model with ~ 12% same store 3Q15 Mountain EBITDA growth 1 despite weather challenges SNOW Outpaces Industry Visitation Growth 3 Source: Industry data from NSAA Kottke 2013/2014 Preliminary Report. (1) For comparative purposes, calculated on a constant currency basis and as if Blue Mountain was 100% owned in 3Q14 and 3Q15. (2) Reflects Effective Ticket Price, or ETP, calculated by dividing lift revenue for a given period by total Skier Visits for the pe riod. (3) FY14 vs. FY13 skier visitation growth. Intrawest skier visit growth exceeds industry growth rates Industry Skier Visits & Effective Ticket Prices 2 Stable North American skier visits, while effective ticket prices up 24% 74 81 76 78 79 69 75 75 06/07 07/08 08/09 09/10 10/11 11/12 12/13 13/14 North America Skier Visits $35 $44 U.S. Effective Ticket Price ( mm ) SNOW Industry 3 Rocky Mountain Region 10.3% 6.4% East Region 4.8% 1.7% U.S. Industry 7.9% -0.7%

Eastern Resorts 36% Colorado Resorts 33% Adventure 20% Real Estate 11% Strong footprint in Colorado, Northeast US & Canada, and British Columbia minimizes exposure to weather risk in any particular region Growing season pass and frequency product sales collected before ski season starts Geographic Diversity & Pass Program Drive Cash Flow Stability 7 Growing Pre - Committed Revenue 30.7% 34.4% 33.2% 37.9% FY11 FY12 FY13 FY14 Geographic Diversity Season Pass & Frequency Product Sales as Percentage of Lift Revenue Worst Weather Year in Past 20 Years FY 2014 Reportable Segment Revenue Mostly British Columbia

High - Impact Capital Improvements 8 x Night Skiing x Restaurants x Spas x Hospitality Upgrades x Summer Activities x Terrain Expansion Other Capital Improvements Sample Capital Improvement Extensive investment opportunities ▪ Restrictive pre - IPO capital structure delayed investments Plan to invest $8mm to $12mm annually in growth capex Target mid - teen returns through investments in activities and amenities that increase revenue per visit, pricing power, and attract new visitors New on - mountain restaurant located at the terminus of 3 high - traffic lifts on Mary Jane terrain 16,000 sq. ft. with ~250 indoor seats and ~130 outdoor seats Contributed to >5% increase in F&B revenue per skier visit at Colorado resorts 1 New in FY15: Lunch Rock Restaurant, Winter Park (1) YTD 3/31/15 versus YTD 3/31/14.

(1) Values as of 3/31/15 net of land sale. (2) Estimate of North American ski resorts per NSAA and Canadian Ski Council; multi - resort operator defined as owning or operating more than four resorts. Strategic Growth Opportunities Other Independent Owners or Operators 90% Private Multi - Resorts 6.1% Publicly Traded 3.9% 9 Fragmented industry primed for consolidation to drive economies of scale and product synergies Disciplined approach to valuation and strategic fit Successful track - record acquiring and integrating resorts including Blue Mountain Resort in Canada Strategic alliances to expand multi - mountain passes ▪ RMSP+ including our Colorado resorts, Steamboat and Winter Park, partnered with Copper, Crested Butte, and Eldora ▪ M.A.X. Pass with Boyne and Powdr (22 resorts) North American Resort Ownership 2 Strategic Acquisitions & Pass Alliances ~1,130 acres 1 of developable land at base of resorts Market conditions, prices, and transaction volume improving Future development through partnerships to limit balance sheet exposure Gains on two recent land sales at Tremblant demonstrate land value Resort Value ($mm) Steamboat $51.0 Tremblant 40.2 Winter Park 21.4 Snowshoe 18.0 Stratton 8.7 Total $139.3 Current Real Estate Holdings 1 Unencumbered Real Estate

FINANCIAL UPDATE

3Q15E Constant Currency 3Q15E Preliminary ($mm) 3Q14 3 Low High vs. 3Q14 4 Low High vs. 3Q14 4 Segment Revenue $284.3 $332.0 $338.0 17.8% $317.0 $323.0 12.6% Adjusted EBITDA 142.7 160.6 163.6 13.6% 154.0 157.0 9.0% Net Income 109.5 131.0 134.0 21.0% 126.0 129.0 16.5% Q3 Fiscal 2015 Anticipated Results 11 Preliminary 3Q15 Segment Revenue and Adjusted EBITDA results show strong growth over the prior year period despite foreign currency headwinds and challenging weather Results include growth from successful Blue Mountain acquisition 1 Growth led by Mountain Segment with same store 2 Mountain Adjusted EBITDA growth of ~12% Note: Constant currency defined as translating FY15 financials at FY14 exchange rates. (1) Intrawest acquired the remaining 50% of Blue Mountain Ski Resort that it did not previously own in September of Fiscal 2015. 10 0% of Blue’s Revenue and EBITDA are included in 3Q15, while only 50% of Blue Mountain’s EBITDA and none of its Revenue is included in 3Q14. (2) For comparative purposes, calculated on a constant currency basis and as if Blue Mountain was 100% owned in 3Q14 and 3Q15. (3) Includes immaterial corrections to prior year results. Further description of the revisions will be provided in the upcoming Form 10 - Q to be filed with the SEC. (4) Comparisons to prior year calculated at the midpoint of anticipated range.

Reiterate Full Year Fiscal 2015 Guidance 12 Note: Constant currency defined as translating FY15 financials at FY14 exchange rates. (1) Includes immaterial corrections to historical results. More description of the revisions will be provided in an upcoming filing with the SEC. (2) Comparisons to prior year calculated at the midpoint of guidance range. (3) As of April 9, 2015. Strong financial performance despite headwinds from FX and weather Successful acquisition of Blue Mountain and development of Lunch Rock restaurant at Winter Park ~17% growth in season pass and frequency product sales 3 mitigated challenging weather FY15E Constant Currency FY15E Guidance ($mm) FY14 1 Low High vs. FY14 2 Low High vs. FY14 2 Segment Revenue $511.5 $578.1 $603.1 15.5% $552.0 $577.0 10.4% Adjusted EBITDA 101.2 108.3 113.3 9.5% 103.0 108.0 4.3% Guidance assumes a USD/CAD FX rate of 1.26 for Q4 ▪ USD/CAD shift unfavorably impacts FY15 EBITDA by ~$5.3mm vs. FY14 G uidance includes ~$5.5mm of costs associated with being a public company not incurred in prior years FY15 includes 100% of Blue’s Revenue and EBITDA since September 19 th ; FY14 includes 50% of Blue’s EBITDA and none of its Revenue Highlights Notes & Assumptions

FY14 Constant ($mm) FY11 FY12 FY13 FY14 Currency 2 Mountain $321.6 $310.0 $338.5 $350.9 $362.3 Adventure 96.7 105.9 112.5 102.1 109.8 Real Estate 61.2 61.4 64.7 58.5 59.8 Segment Revenue $479.4 $477.4 $515.8 $511.5 $531.8 Mountain 68.8 65.1 71.9 75.4 78.1 Adventure 15.6 16.2 21.1 16.6 18.5 Real Estate 9.0 9.9 13.2 9.2 9.6 Segment Adj. EBITDA 93.4 91.1 106.2 101.2 106.2 Capex (27.6) (30.1) (29.7) (46.6) Balance Sheet: Debt - 736.1 588.9 575.5 Cash & Cash Equivalents - 46.9 59.8 56.0 Net Debt / EBITDA 3 - 8.00x 5.36x 5.36x Historical Financials 1 13 (1) Includes immaterial corrections to historical results. More description of these revisions will be provided in an upcoming f ili ng with the SEC. (2) Converted at weighted average USD/CAD FX rate of 1.01 to reflect actual rates during FY13. (3) Per the c redit agreement, Net Debt is calculated as Total Debt less Cash & Cash Equivalents (excluding cash consolidated from Alpine Inc.) in excess of $40mm and Adjusted EBITDA includes add - back for unrealized FX losses attributable to currency translation and other lesser adjustments described in the credit agreement. (US$mm) Reliable EBITDA in FY12 despite most challenging weather conditions during past 20 years Consistent growth in core Mountain segment, particularly when controlling for FX FY13 included abnormally strong fire fighting season in the Adventure segment ancillary aviation business and profits associated with exiting the Maui brokerage business in the Real Estate segment With ~$1.6B in NOLs, Intrawest does not anticipate paying significant cash taxes for the foreseeable future

TRANSACTION OVERVIEW

Transaction Overview 15 (US$mm) Intrawest Resorts is seeking to amend its existing credit agreement to re - price its term loan Key terms of the amendment include: ▪ The applicable margin on the term loan will be reduced ▪ The LIBOR floor for the term loan will remain unchanged (1.00%) ▪ The maturity will remain unchanged (December 9, 2020) ▪ The term loan will have 101 soft call protection reset for six months

Figures as of March 31, 2015 1 Cash & Cash Equivalents $ 133,703 Revolver ($25mm) - LC Facility ($55mm) - Term Loan B 592,798 Other 3rd Party Debt 41,275 Total Debt 634,073 (+) Equity Value 2 417,578 Total Capitalization 1,051,650 LTM Adj. EBITDA 3 120,321 Net Debt 4 / LTM Adj. EBITDA 4.5x Total Debt / Capitalization 60.3% Repricing transaction is leverage neutral Strong liquidity position with 3Q15 cash balance up 31% vs. prior year (USD$000s) (1) At midpoint of 3Q15 anticipated results. Figures are preliminary and finalized financials will be provided in the upcoming F orm 10 - Q to be filed with the SEC. (2) Market capitalization based on 4/17/15 stock price of $9.24. (3) Adjusted EBITDA includes add - back for unrealized FX losses attributable to currency translation and other lesser adjustments des cribed in the credit agreement. 4Q14 results include immaterial corrections. More description of the revisions will be provided in an upcoming fi lin g with the SEC. (4) Net Debt calculated per the credit agreement equal to Total Debt less OID less Cash & Cash Equivalents in excess of $40mm exc lud ing Alpine cash. Capital Structure 1 6

17 Borrower: Intrawest Operations Group, LLC (the “ Borrower ”) Facility: Term Loan B Ratings: CFR: B2 / B Facility: B2 / B+ (RR2) Principal Amount: $592.8 million Maturity: December 9, 2020 Spread: TBD LIBOR Floor: 1.00% Price: Par Mandatory Prepayments: Same as existing facility Optional Redemption: Reset 101 soft call for 6 months Covenants: Same as existing facility Summary of Terms & Conditions

18 Transaction Timetable April M T W T F S S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 May M T W T F S S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Date Event April 20 ▪ Lender update call ▪ Post documentation to SyndTrak April 24 ▪ Lender consents due by 12 p.m. EDT On or around May 1 ▪ Target amendment effective date Bank Holiday Key Date

Conclusion 19 Iconic Resorts & Valuable Real Estate Top - tier destination & drive - to resorts with prime development parcels Reliable Cash Flow Diversity of revenue streams and certainty from season pass sales support stable cash flow Naturally Deleveraging Profile Embedded organic growth, strategic acquisitions, and real estate upside Experienced Management Team Experience leading and growing complex organizations and resorts

APPENDIX

($000s) 2011 2012 2013 2014 Total GAAP revenue 558,896 509,145 522,838 525,253 Less: Legacy and other non-core revenue (79,471) (31,745) (7,055) (13,792) Segment revenue 479,425 477,399 515,784 511,461 Net loss attributable to Intrawest Resorts Holdings, Inc. (500,201) (337,391) (297,437) (189,417) Legacy and other non-core expenses, net 19,707 13,762 12,843 4,163 Other operating expenses 4,039 4,989 4,416 11,200 Depreciation and amortization 76,371 57,655 59,583 55,415 Loss on disposal of assets 26,196 9,443 12,448 267 Impairment of real estate and long-lived assets 85,370 8,919 1,195 871 Goodwill impairment 64,097 3,575 - - Interest income (4,390) (2,814) (1,827) (319) Interest expense on third party debt 143,806 136,343 99,629 53,005 Interest expense on notes payable to affiliates 160,943 195,842 236,598 119,858 Loss (earnings) from equity method investments (8,299) (538) 5,147 271 Pro rata share of EBITDA related to equity method investments 10,334 8,393 8,932 9,153 Gain on disposal of equity method investments - - (18,923) - Adjusted EBITDA attributable to noncontrolling interest - - (1,232) (620) Loss on extinguishment of debt - - 11,152 35,480 Other (income) expense, net 2,021 (1,199) (1,973) 823 Income tax expense (benefit) 6,555 (5,836) (23,616) 677 Income (loss) attributable to noncontrolling interest 361 - (757) 369 Discontinued operations, net of tax 6,469 Total segment Adjusted EBITDA 93,379 91,143 106,178 101,196 GAAP to Non - GAAP Reconciliation 1 2 1 (1) Includes immaterial corrections to historical results. More description of these revisions will be provided in an upcoming filing with the SEC.