0001209191-17-046880.txt : 20170801 0001209191-17-046880.hdr.sgml : 20170801 20170801140353 ACCESSION NUMBER: 0001209191-17-046880 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170731 FILED AS OF DATE: 20170801 DATE AS OF CHANGE: 20170801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EDENS WESLEY R CENTRAL INDEX KEY: 0001124460 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36286 FILM NUMBER: 17996131 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS, 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Intrawest Resorts Holdings, Inc. CENTRAL INDEX KEY: 0001587755 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 463681098 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 1621 18TH STREET, SUITE 300 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303 749 8200 MAIL ADDRESS: STREET 1: 1621 18TH STREET, SUITE 300 CITY: DENVER STATE: CO ZIP: 80202 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-07-31 1 0001587755 Intrawest Resorts Holdings, Inc. SNOW 0001124460 EDENS WESLEY R C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 1 0 1 0 Common Stock, $0.01 par value per share 2017-07-31 4 J 0 27038250 23.75 D 0 I By Intrawest Europe Holdings S.a r.l. and Intrawest S.a r.l. On April 7, 2017, Intrawest Resorts Holdings, Inc. ("IRHI") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Hawk Holding Company, LLC, Hawk Holding Company, Inc., and Hawk Merger Sub, Inc., pursuant to which Hawk Merger Sub, Inc. would be merged with and into IRHI, with IRHI continuing as the Surviving Company (the "Merger"). Pursuant to the Merger Agreement, upon closing of the Merger on July 31, 2017, each share of IRHI common stock ("Common Stock"), issued and outstanding was converted into the right to receive $23.75 in cash. These shares of Common Stock are held by Intrawest Europe Holdings S.a r.l. and Intrawest S.a r.l. Intrawest Europe Holdings S.a r.l. directly owned 18,661,850 shares of the Common Stock and Intrawest S.a r.l. directly owned 8,376,400 shares of the Common Stock. Intrawest Europe Holdings S.a r.l. owns 100% of Intrawest S.a r.l. Intrawest Cayman L.P. owns 100% of Intrawest Holdings S.a r.l., which owns 100% of Intrawest Europe Holdings S.a 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., (continued in footnote 3) (continued from footnote 2) 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 and the general partners of each of the Funds. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly owned subsidiary of Fortress Investment Group LLC ("Fortress"). (continued in footnote 4) Wesley R. Edens is a significant shareholder of Fortress, and is a principal and Co-Chairman of its Board of Directors. By virtue of his relationships with Fortress, including his ownership interest in Fortress and certain of its affiliates, Mr. Edens may be deemed to own the shares listed as beneficially owned by Intrawest Europe Holdings S.a r.l. and Intrawest S.a r.l. Mr. Edens disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. /s/ Wesley R. Edens 2017-08-01