The absence of passenger tramway, ropeway, chairlift, tow or gondola incidents involving serious personal injury or death and the Company’s compliance with applicable laws in respect of passenger tramways, ropeways, chairlifts, tows and gondolas operated by the Company.

Parent, HHC and Merger Sub

Certain of the representations and warranties in the Merger Agreement made by Parent, HHC and Merger Sub are qualified as to a “Parent material adverse effect.” For purposes of the Merger Agreement, “Parent material adverse effect” means, with respect to Parent, HHC or Merger Sub, any fact, circumstance, occurrence, effect, change, event or development that, individually or taken together with other circumstances, occurrences, effects, changes, events or developments, is or would be reasonably likely to materially prevent or impair, interfere with, hinder or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement.

In the Merger Agreement, Parent, HHC and Merger Sub have made customary representations and warranties to the Company that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations relate to, among other things:

Due organization, good standing and authority and qualification to conduct business with respect to Parent, HHC and Merger Sub;

Authority to enter into and perform the Merger Agreement and enforceability of the Merger Agreement;

The absence of conflicts with laws, Parent’s or Merger Sub’s organizational documents and Parent’s, HHC’s or Merger Sub’s contracts;

Required consents and regulatory filings in connection with the Merger Agreement and the aggregate value of assets and revenues from sales in, from or into Canada;

The accuracy of the information supplied by or on behalf of Parent for inclusion in this information statement;

The absence of litigation;

Payment of fees to brokers, investment bankers or other advisors in connection with the Merger Agreement;

Ownership of Merger Sub and the capital structure of Merger Sub;

Parent and its affiliates’ absence of ownership interest in the Company;

Matters with respect to Parent’s financing and sufficiency of funds;

Enforceability of the guarantee provided by the Guarantors;

Solvency of Parent and the surviving company following the consummation of the Merger and the transactions contemplated by the Merger Agreement; and

Merger Sub’s qualification as a “WTO investor” within the meaning of the Investment Canada Act.

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None of the representations and warranties contained in the Merger Agreement survive the consummation of the Merger.

Conduct of Business Pending the Merger

The Merger Agreement provides that, except as may be (i) required by law; (ii) with the prior written consent by Parent (such consent not to be unreasonably withheld, delayed or conditioned); (iii) expressly permitted, contemplated or required pursuant to the Merger Agreement; or (iv) set forth in the Company’s disclosure letter, between the date of the Merger Agreement and the earlier of the Effective Time and the date, if any, the Merger Agreement is terminated as described in “—Termination of the Merger Agreement” below, the Company will, and will cause its subsidiaries to, conduct its and their business in the ordinary course of business and in a manner consistent with past practice in all material respects, use its reasonable best efforts to keep intact its business organization and preserve its existing relations and goodwill with customers, suppliers, creditors, lessors and other persons having business relationships with the Company or any of its subsidiaries.

Further, the Company agrees that during the period from the date of the Merger Agreement until the closing or earlier termination of the Merger Agreement, except as expressly set forth in the Company’s disclosure letter, as required by applicable law or with the prior consent of Parent (which in the case of bullets six through nineteen and twenty-one and twenty-two, set forth immediately below will not be unreasonably withheld, delayed or conditioned), the Company will not and will not permit any of its subsidiaries to do any of the following (subject in each case, to certain specified exceptions):

Declare, set aside or pay any dividend on or make any other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of its capital stock, other equity interests or voting securities, except dividends and distributions by a direct or indirect wholly owned subsidiary of the Company to its parent company;

Split, combine, subdivide, recapitalize or reclassify any of its capital stock, other equity interests or voting securities or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for shares of its capital stock;

Purchase, redeem or otherwise acquire or offer to acquire any shares of its capital stock or any other voting securities thereof or any warrants, calls, options or other rights to acquire any such shares or securities;

Issue, deliver, sell, grant, pledge or otherwise encumber or subject to any lien any shares of its capital stock, any new company stock awards or other equity interests or voting securities, any securities convertible into or exchangeable or exercisable for capital stock or voting securities, any warrants, calls, options or other rights to acquire any capital stock or voting securities or other equity interests, any rights issued by the Company or any subsidiary that are linked in any way to the price of any class of capital stock or any shares of capital stock, or any company voting debt;

Amend the Company’s charter of bylaws or amend in any material respects the charter or organizational documents of any of the Company’s subsidiaries, except in each case, as may be required by law or rules and regulations of the SEC or NYSE;

Make any change in accounting methods, principles or practices, other than as required by GAAP or applicable law (or interpretations thereof);

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Directly or indirectly acquire or agree to acquire in any transaction any equity interest in or material business of any person or division thereof or any properties or assets, except (i) acquisitions in the ordinary course of business consistent with past practice or as contemplated in the Company’s current capital expenditures plan; (ii) acquisitions pursuant to contracts in existence on the date of the Merger Agreement; (iii) acquisitions in an amount not to exceed $5 million in the aggregate; or (iv) acquisitions with respect to transactions between the Company, on the one hand, and any wholly owned Company subsidiary, on the other hand, or between wholly owned Company subsidiaries;

Except in relation to liens to secure indebtedness for borrowed money permitted to be incurred under the Merger Agreement, sell, lease (as lessor), license, mortgage, sell and leaseback or otherwise subject to any lien (other than certain permitted liens), or otherwise dispose of any properties or assets or any interests therein other than (i) in the ordinary course of business consistent with past practice; (ii) pursuant to material contracts in existence on the date of the Merger Agreement; (iii) in an amount not to exceed $2 million in the aggregate; or (iv) with respect to transactions between the Company, on the one hand, and any wholly owned Company subsidiary, on the other, or between wholly owned Company subsidiaries;

Incur, issue, refinance, assume, guarantee or become obligated with respect to any indebtedness or cancel any indebtedness or waive any rights of substantial value to the Company or any Company subsidiary, including any write-off or compromise of any accounts receivable, except as specifically permitted by the Merger Agreement;

Enter into, amend or extend any collective bargaining agreement or other labor union contract except in the ordinary course of business consistent with past practice;

Assign, transfer, cancel, fail to renew, fail to extend or terminate any material Company permit;

Except as permitted by the terms of the Merger Agreement, settle or compromise any material litigation, or release, dismiss or otherwise dispose of any claim, liability, obligation or arbitration, other than settlements or compromises of litigation or releases, dismissals or dispositions of claims, liabilities, obligations or arbitration that involve the payment of monetary damages in an amount not in excess of $2 million individually or $5 million in the aggregate and do not (i) involve material injunctive relief or impose material restrictions on the business or operations of the Company and the Company subsidiaries, (ii) knowingly involve any admission of any violations of law or (iii) except for claims and litigation with respect to which an insurer has the right to control the decision to settle;

Abandon, encumber, convey title (in whole or in part), exclusively license or grant any material right or other licenses to material intellectual property rights owned by or exclusively licensed to the Company or any Company subsidiary, other than in the ordinary course of business consistent with past practice;

Fail to use commercially reasonable efforts to (i) keep in force material insurance policies and (ii) in the event of a termination, cancellation or lapse of any material insurance policies, obtain replacement policies providing insurance coverage with respect to the material assets, operations and activities of the Company and its subsidiaries as is currently in effect;

Make, change or revoke any material election with respect to taxes, file any amended material tax return, settle or compromise any material tax liability, enter into any closing agreement with respect to any material tax or surrender any right to claim a material tax refund;

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Increase the compensation or benefits payable to any employee other than increases of less than 5% of the compensation or benefits of any current non-executive employee, accelerate the time of payment, funding or vesting of any compensation or benefits payable to any employee, materially amend or terminate any company benefit plan or adopt or enter into any plan, agreement or arrangement that would be a company benefit plan if in effect on the date of the Merger Agreement;

Terminate the employment of any non-seasonal, full-time employee other than due to such employee’s disability (except where prohibited by law), for cause (as reasonably determined by the company or any company subsidiary) or for poor performance, other than in the ordinary course of business consistent with past practice;

Hire any individual who is intended to be a full-time employee whose base salary would be in excess of $250,000, other than in the ordinary course of business consistent with past practice;

Enter into, materially amend, terminate or waive any material right under any contract that would be a material contract if in existence as of the date of the Merger Agreement, other than in the ordinary course of business consistent with past practice, or enter into any material contract that would be breached by, or require the consent of any other person in order to continue such contract or agreement in full force following, consummation of the transactions contemplated by the Merger Agreement;

Adopt or enter into a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation or other reorganization of the Company or any Company subsidiary;

Change the pricing or rules in any material respect with respect to ski passes or lift tickets for the 2016-2017 and 2017-2018 ski seasons other than in the ordinary course of business consistent with past practice or issue any lifetime season pass or similar benefits other than lifetime season passes issued to employees at Stratton, Steamboat and Winter Park pursuant to their respective lifetime pass perks for long tenured employees and volunteers and consistent with past practice;

Enter into any new any contract with respect to joint ski passes or lift tickets that provides access to any of the Company’s owned, leased, managed permitted real property (including facilities thereon), on the one hand, and any real property owned or leased by any person that is not an affiliate of the Company or any Company subsidiary (“Confidential Pass Contract”) or amend any existing Confidential Pass Contract in a manner that would adversely impact the exclusivity provisions and/or termination rights of the Company with respect to such Confidential Pass Contract;

Make or authorize capital expenditures except (i) as budgeted in the capital expenditures plan; (ii) in an amount not to exceed $5 million in the aggregate; (iii) emergency capital expenditures or (iv) to the extent permitted under the Merger Agreement; or

Agree to take any of the foregoing actions.

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No Solicitation of Other Offers

For purposes of the Merger Agreement:

“Acceptable confidentiality agreement” means a confidentiality agreement containing terms no less restrictive in the aggregate to the counterparty than the terms set forth in the confidentiality agreement dated as of January 3, 2017, between KSL Capital Partners and the Company (it being agreed that such confidentiality agreement does not need to contain a “standstill” or similar provision prohibiting the counterparty from making any alternative proposal).

“Alternative proposal” means any bona fide proposal or offer (whether or not in writing), with respect to any (i) merger, consolidation, share exchange, other business combination or similar transaction involving the Company that would result in any person or group beneficially owning 20% or more of the outstanding equity interests of the Company or any successor or parent company thereto; (ii) sale, contribution or other disposition, directly or indirectly (including by way of merger, consolidation, share exchange, other business combination, partnership, joint venture, asset sale, recapitalization, dividend, distribution, sale of capital stock of or other equity interests in a Company subsidiary or otherwise) of any business or assets of the Company or the Company subsidiaries representing 20% or more of the consolidated revenues, net income or assets of the Company and the Company subsidiaries, taken as a whole; (iii) issuance, sale or other disposition, directly or indirectly, to any person (or the stockholders of any person) or group of securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 20% or more of the voting power of the Company; (iv) transaction in which any person (or the stockholders of any person) will acquire, directly or indirectly, beneficial ownership or the right to acquire beneficial ownership, or formation of any group which beneficially owns or has the right to acquire beneficial ownership of, 20% or more of the common stock or securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 20% or more of the voting power of the Company; or (v) any combination of the foregoing (in each case, other than the Merger or the other transactions contemplated by the Merger Agreement).

“Superior proposal” means any written bona fide proposal or offer made by a third party or group pursuant to which such third party (or, in a parent-to-parent merger involving such third party, the stockholders of such third party) or group would acquire, directly or indirectly, more than 50% of the common stock or assets of the Company and the Company subsidiaries, taken as a whole; (i) on terms which the Board determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) to be more favorable from a financial point of view to the holders of common stock than the Merger, taking into account all the terms and conditions of such proposal and the Merger Agreement (including any changes proposed by Parent to terms of the Merger Agreement) and (ii) the conditions to the consummation of which are all reasonably capable of being satisfied, taking into account all financial, regulatory, legal and other aspects of such proposal.

The Merger Agreement provides that the Company will, and cause each of the Company subsidiaries and its and their representatives to: (i) immediately cease any existing solicitations, discussions or negotiations with any person that may be ongoing with respect to any alternative proposal or any proposal that could be reasonably expected to result in an alternative proposal; (ii) promptly request the return or destruction of, and terminate access to any data room containing, any confidential information of the Company previously furnished to any person in connection with a potential alternative proposal; and (iii) from the date of the Merger Agreement until the earlier of the Effective Time or the termination of the Merger Agreement, not to publicly announce any intention to, directly or indirectly:

solicit, initiate, knowingly encourage or facilitate any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an alternative proposal (as used in this section, an “inquiry”);

furnish non-public information regarding the Company and the Company subsidiaries to any person in connection with an inquiry or an alternative proposal;

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enter into, continue or maintain discussions or negotiations with any person with respect to an inquiry or an alternative proposal;

otherwise cooperate with or assist or participate in or facilitate any discussions or negotiations regarding (other than to inform persons of the no solicitation obligations or to ascertain facts or clarify terms for the sole purpose of the Board reasonably informing itself about such alternative proposal), or furnish or cause to be furnished to any person or group any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could be reasonably expected to result in, an alternative proposal;

approve, agree to, accept, endorse, recommend, execute or enter into any alternative proposal;

submit to a vote of its stockholders, approve, endorse or recommend any alternative proposals;

effect any adverse recommendation change; or

enter into or agree to enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition, confidentiality or similar agreement contemplating or otherwise relating to any alternative proposal.

Notwithstanding the no solicitation obligations described above, if the Company or any of its subsidiaries or any of its or their respective representatives had received a written alternative proposal by any person or group at any time prior to the receipt of the adoption of the Merger Agreement by the Company’s stockholder (which was received on April 8, 2017), and the Company had not materially breached its no solicitation obligations, the Company and its representatives may have, prior to (but not after) the receipt of the adoption of the Merger Agreement by the Company’s stockholder (which was received on April 8, 2017), taken the following actions if the Board (or any committee thereof) had determined, in its good faith judgment (after consultation with the Company’s financial advisors and outside legal counsel) that such alternative proposal constituted or would reasonably have been expected to lead to a superior proposal and that the failure to take such action would reasonably be expected to be inconsistent with the directors’ exercise of their fiduciary duties under applicable law:

Furnish non-public information to and afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company subsidiaries to a person or group making such alternative proposal, pursuant to the prior execution of an acceptable confidentiality agreement (as defined below) (and the Company must then have reasonably promptly provided any such material to Parent, if it had not already done so, that concerns the Company or its subsidiaries); and

Enter into and maintain discussions or negotiations with any person with respect to an alternative proposal.

Reasonably promptly after the receipt of such alternative proposal or inquiry, the Company would have been required to provide to Parent (i) a copy of such alternative proposal or inquiry, if in writing, or (ii) a summary of the material terms of such alternative proposal or inquiry, if oral. The Company also would have been required to keep Parent reasonably informed on a prompt basis of any material developments regarding the alternative proposal.

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Adverse Recommendation Changes; Alternative Acquisition Agreements

The Merger Agreement provides that the Board may not (i) withdraw, withhold, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent, its merger recommendation or take any action, or make any public statement, filing or release inconsistent with its merger recommendation including recommending against the merger recommendation or approving, endorsing or recommending any alternatively proposal (any of the foregoing we refer to as an adverse recommendation change) or (ii) fail to publicly affirm its merger recommendation in writing within ten business days after receipt of a written request by Parent to provide such affirmation following a publicly known alternative proposal, except as described below.

Prior to receipt of the receipt of the adoption of the Merger Agreement by the Company’s stockholder (which was received on April 8, 2017), the Board was permitted to (i) make an adverse recommendation change in the event of an intervening event, and (ii) terminate the Merger Agreement to enter into a definitive written agreement providing for a superior proposal if such superior proposal did not result from a material breach of the no-shop restrictions, if, in each case, the Board determined in good faith (after consultation with its financial advisors and legal counsel) that the failure to take such action would reasonably have been expected to be inconsistent with the directors’ exercise of their fiduciary duties under applicable law and it had complied with the procedure and its obligations as summarized in the following paragraph.

Prior to taking any of the actions described in clauses (i) or (ii) of the foregoing paragraph, the Company was required, at least three business days prior to taking such action, which we refer to as the notice period, to provide Parent with written notice that, in the case of clause (i) in the paragraph above, the Board intended to make an adverse recommendation change and advises Parent of the circumstances giving rise to such change, or in the case of clause (ii) in the paragraph above, the Board had received a superior proposal (and such notice shall have included copies of the superior proposal and all other material documents relating to such proposal, or where no such copy was available, a description of the material terms and conditions of such superior proposal). During the notice period, the Company was required to, if requested by Parent, negotiate in good faith to make such adjustments to the Merger Agreement and other transaction documents so that, in the case of a superior proposal, such superior proposal would have ceased to constitute a superior proposal (in the judgment of the Board) or, in cases not involving a superior proposal, the failure to make an adverse recommendation change (in the judgment of the Board after consultation with its financial advisors and legal counsel) would reasonably have been expected to be inconsistent with the directors’ exercise of their fiduciary duties under applicable law (and in determining whether to make an adverse recommendation change or terminate the Merger Agreement, the Company must have taken into account any such proposed changes to the terms of the Merger Agreement). If during the notice period, any revisions were made to the superior proposal, the Company was required to deliver a new written notice to Parent and comply with the obligations described above, except that such notice period with respect to the changes would have been a two business day notice period instead of three business days.

Nothing in the Merger Agreement will prevent the Company or the Board from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an alternative proposal or from making any disclosure to the Company’s stockholders if the Board (after consultation with the Company’s outside legal counsel) concludes that its failure to do so would reasonably be expected to be inconsistent with its fiduciary duties under applicable law.

As a result of the execution and delivery of the Stockholder Written Consent on April 8, 2017, the requisite stockholder approval has been obtained. Therefore, the Board has no ability to change its recommendation, and the Company is prohibited from responding to unsolicited proposals and terminating the Merger Agreement to accept a superior proposal.

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Financing

Parent, HHC and Merger Sub shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain, or cause to be obtained, the proceeds of the financing on the terms and conditions described in the Debt Commitment Letter and the equity commitment letters, including using its reasonable best efforts with respect to (i) maintaining in effect the Debt Commitment Letter and the equity commitment letters pursuant to their terms, (ii) negotiating and entering into definitive agreements with respect to the debt financing and the equity financings consistent with the terms and conditions contained in the relevant commitment letter or, if available, on other terms that are acceptable to Parent, subject to certain limitations set forth in the Merger Agreement, (iii) complying with all covenants and agreements of Parent, HHC and Merger Sub set forth in the Debt Commitment Letter and equity commitment letters and the financing agreements entered into in connection therewith, to the extent a breach thereof could result in a failure of a condition precedent to the financing or otherwise make the funding of the financing less likely to occur, and (iv) taking into account the expected timing of the marketing period, satisfying on a timely basis all conditions applicable to Parent, HHC and Merger Sub to obtaining the financing. In the event that all conditions contained in the Debt Commitment Letter (other than the availability of the equity financing) have been satisfied (or upon funding will be satisfied), each of Parent, HHC and Merger Sub shall use its reasonable best efforts to timely cause the Lenders to fund the debt financing and to otherwise enforce its rights under the Debt Commitment Letter (including through litigation).

In the event any portion of the debt financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Parent, HHC and Merger Sub shall use its reasonable best efforts to arrange to obtain as promptly as practicable on terms that are not materially less favorable to Parent in any respect than the debt financing contemplated by the Debt Commitment Letter, alternative sources of financing in an amount sufficient, when added to the portion of the financing that is available, to consummate the transactions contemplated by the Merger Agreement and pay any other amounts required to be paid in connection with the consummation of the transactions contemplated by the Merger Agreement and to pay all related fees and expenses and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such alternative debt financing.

Parent, HHC and Merger Sub shall provide the Company prompt written notice of (i) any breach or threatened breach by any party to the financing commitments or the definitive documents in connection therewith of which Parent, HHC or Merger Sub has knowledge that would reasonably be expected to adversely affect the financing or the ability of Parent, HHC or Merger Sub to consummate the transactions contemplated by the Merger Agreement; (ii) of any termination or threatened termination of the commitment letters or the definitive documents in connection therewith; and (iii) of any material dispute or disagreement between or among any parties to the commitment letters with respect to the obligation to fund the financing or the amount of the financing to be funded at closing (excluding ordinary course negotiations of the terms thereof).

Prior to the closing, the Company shall, and shall cause its subsidiaries to, and shall use its reasonable best efforts to cause their respective representatives to, use reasonable best efforts to provide all cooperation with Parent and its affiliates as is reasonably necessary and customary in connection with the arrangement of the debt financing as may be reasonably requested by Parent, at Parent’s sole expense.

In the event that the debt financing commitment (or any related definitive agreements) or the equity financing commitments are amended, replaced, supplemented or otherwise modified pursuant to the terms of the Merger Agreement, including as a result of obtaining alternative financing in accordance with the terms of the Merger Agreement, or if Parent substitutes other debt or equity financing for all or a portion of the financing in accordance with the terms of the Merger Agreement, each of Parent, HHC, and Merger Sub shall comply with its obligations with respect to the debt financing commitment (or any related definitive agreements) or the equity financing commitments, as applicable, as modified and with respect to such other debt or equity financing to the same extent that Parent and the Company would have been obligated to comply with respect to the financing.

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Certain Indebtedness Matters

The Company has agreed to deliver to Parent (i) no later than the third business day prior to the closing date, customary pay-off letters relating to the repayment on the closing date of the existing company debt and the release of related liens and (ii) no later than the fourth business day prior to the closing date, any customary “know your customer” material that has been requested at least eight calendar days prior to the closing date.

Certain Matters Concerning Additional Agreements

The Company will use its reasonable best efforts after the date of the Merger Agreement to seek a waiver from the members of PASSCO LLC (“PassCo”) with respect to the exclusivity period applicable to a party that withdraws from PassCo. In the event such waiver is not obtained within two business days from the date of the Merger Agreement, the Company will cause Intrawest Operations Group, LLC to resign and withdraw as a member of PassCo in accordance with the terms specified in the Merger Agreement. On April 11, 2017, the waiver was obtained.

The Company will take all action necessary to terminate the Stockholder Agreement, dated as of January 30, 2016, by and among the Company and the Majority Stockholder at the closing.

The Company and Parent will use reasonably efforts to notify the USFS of the transactions contemplated by the Merger Agreement as the same relate to the Winter Park Resort that is operated by the Company, and will cooperate in good faith to respond to reasonable requests for information from the USFS in connection therewith.

Treatment of Equity and Equity-Based Awards

The Merger Agreement provides that immediately prior to the completion of the Merger:

Each Company Stock Option that is then-outstanding (whether or not then vested and exercisable) will terminate and be cancelled in exchange for a single lump sum cash payment equal to the product of (i) the number of shares of Company Common Stock subject to such Company Stock Option, and (ii) the excess, if any, of $23.75 over the per-share exercise price applicable to the Company Stock Option, less any applicable withholding for taxes.

Each Company RSU that is then-outstanding will become fully vested and will terminate and be canceled in exchange for a single lump sum cash payment equal to $23.75, less any applicable withholding for taxes.

Employee Matters

The Merger Agreement provides that, for twelve months following the completion of the Merger, Parent will, or will cause one of its affiliates to, provide each individual who is an employee of the Company at the completion of the Merger and who remains employed with the surviving corporation or any other affiliate of Parent immediately following the completion of the Merger (each, a “Continuing Employee”) with:

(i)

a base salary or hourly wage rate that is at least equal to the base salary or hourly wage rate provided to the Continuing Employee immediately prior to the completion of the Merger;

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(ii)

a cash incentive opportunity that is at least equal to the cash incentive opportunity in effect for the Continuing Employee immediately prior to the completion of the Merger; and

(iii)

employee benefits that are substantially comparable in the aggregate to the employee benefits provided to the Continuing Employee immediately prior to the completion of the Merger (excluding any equity incentive, retention, change in control or transaction-based incentive, defined benefit pension, and retiree health and welfare benefits).

Any Continuing Employee who incurs a termination of employment during the twelve month period following the completion of the Merger will receive severance benefits that are no less favorable than the severance that the Continuing Employee would have received with respect to such termination under the severance policies, practices and guidelines of the Company or any of its subsidiaries as in effect immediately prior to the completion of the Merger, or, if greater, the severance benefits provided to similarly situated employees of Parent.

The Merger Agreement also provides that, with certain exceptions, service credit will be provided to Continuing Employees for purposes of eligibility, vesting and determination of the level of benefits under any benefit plans maintained by Parent or any of its affiliates in which the Continuing Employee participates following the completion of the Merger. In addition, the Merger Agreement provides that, with certain exceptions, Parent will use commercially reasonable efforts to (i) waive pre-existing condition limitations other than those applicable to Continuing Employees under health benefit plans of Parent, (ii) honor deductible, co-payment and out-of-pocket maximums incurred by Continuing Employees under the Company’s health benefit plans for the year in which the Merger is completed and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise apply to a Continuing Employee on or after the completion of the Merger under a Parent health benefit plan.

Efforts to Consummate the Merger

Parent and the Company agreed to use their respective reasonable best efforts to reasonably promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under the Merger Agreement and applicable laws to consummate and make effective as reasonably promptly as practicable the transactions contemplated in the Merger Agreement.

Parent and Company agreed to use their respective reasonable best efforts to take any and all steps not prohibited by law to (i) avoid any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the closing, including defending (with sufficient time for resolution in advance of the termination date) claims asserted by the FTC or the United States Department of Justice or any other applicable governmental entity or any private party and (ii) avoid or eliminate impediments under any regulatory law so as to enable the closing to occur as soon as possible (and in any event no later than the termination date), provided that none of the Guarantors or any of their affiliates, Parent or the Company will be required to, nor will the Company, without the prior written consent of Parent, (a) agree to sales, divestitures or dispositions of businesses, product lines, assets, contractual rights, or relationships of the Guarantors or any of their affiliates, Parent, the Company and their respective subsidiaries or (b) otherwise take or commit to take actions that after the closing would limit the Guarantors’ or any of their affiliates’ or Parent’s or its subsidiaries (including the Company and the Company subsidiaries) freedom of action with respect to, or its or their ability to operate or retain, one or more of the businesses, product lines or assets of the Guarantors or any of their affiliates, Parent, the Company or their respective subsidiaries. The final determination of the appropriate course of action with respect to such items will be made by Parent.

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Indemnification and Insurance

From and after the Effective Time, Parent will cause all rights to indemnification, advancement of expenses and exculpation in favor of any current or former directors, officers or employees of the Company or any of its subsidiaries in effect on the date of the Merger Agreement to continue in accordance with their terms. From and after the Effective Time, Parent will cause the surviving company to indemnify each current director, officer or employee of the Company or any of its subsidiaries against all acts or omissions arising out of or pertaining to their service as a director, officer or employee of the Company or any of its subsidiaries at or prior to the Effective Time to the fullest extent permitted under applicable law. In the event of such claim, Parent will cause the surviving company to advance expenses incurred in the defense of any such claim, subject to the surviving company’s receipt of an undertaking, if and only to the extent required by applicable law to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification.

For a period of six years from and after the Effective Time, Parent will cause the surviving company to either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company or its subsidiaries or provide substitute policies, in either case, of not less than the existing coverage and having other terms not less favorable to the insured persons than the coverage currently maintained by the Company with respect to claims arising from facts or events that occurred on or before the Effective Time, except that the surviving company will not be required to pay in excess of 300% of the aggregate annual premium most recently paid by the Company prior to the date of the Merger Agreement. If the surviving corporation is unable to obtain such insurance coverage, it will obtain as much comparable insurance as possible for an annual premium equal to such maximum premium. In lieu of such insurance, prior to the closing of the Merger, the Company may, at its options (following reasonable consultation with Parent), purchase a “tail” directors’ and officers’ liability insurance policy and fiduciary liability insurance policy to provide coverage in an amount not less than the existing coverage and to have other terms not less favorable to the insured persons than the coverage currently maintained by the Company with respect to claims arising from facts or events that occurred on or before the Effective Time, provided that the cost of such tail may not exceed the maximum premium described in the preceding sentence.

Written Consent

Immediately after the execution of the Merger Agreement, the Company was required, in accordance with the DGCL, to take all actions necessary to seek and use reasonable best efforts to obtain, as promptly as practicable and in any event within 24 hours of the execution of the Merger Agreement, the irrevocable Stockholder Written Consent. As soon as practicable after receipt of the Stockholder Written Consent, the Company was required to deliver to Parent a copy (including by facsimile or other electronic scan) of the executed Stockholder Written Consent. Following the execution of the Merger Agreement, the Company obtained the written consent from the Majority Stockholder and delivered it to Parent on April 8, 2017, within the 24 hour period required under the Merger Agreement.

Transaction Litigation

Until the closing date, each of Company and Parent must promptly notify the other of any litigation or threatened litigation against such party or any of its subsidiaries or affiliates. Subject to entry into a customary joint defense agreement, Company will give Parent the opportunity to consult with Company and participate in the defense or settlement of any stockholder litigation against it or its subsidiaries and/or their respective directors or officers relating to the Merger and the other transactions contemplated by the Merger Agreement. The Company or its representatives may only compromise, settle or come to an arrangement regarding any such stockholder litigation if (i) the resolution of all such litigation requires payment from the Company or any of its subsidiaries or representatives in an amount not to exceed an amount as set out in certain company disclosures provided to stockholders of the Company (and subject to review and comment by Parent); (ii) the settlement provides for no injunctive relief; (iii) the settlement provides that Parent and its subsidiaries and representatives are released from all liability in connection therewith; and (iv) none of Parent, HHC, Merger Sub, the Company, and their respective subsidiaries are required to admit any wrongdoing as part of the settlement. Otherwise, neither the Company nor any of its representatives may compromise, settle or come to an arrangement regarding any such stockholder litigation, in each case unless Parent will have consented in writing (which consent will not be unreasonably withheld, conditioned or delayed).

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Conditions to the Closing of the Merger

The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent permitted by law) waiver by the Company and Parent of the following conditions:

The receipt of the approval of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on the Merger Agreement. This condition was satisfied following Parent’s receipt of the Stockholder Written Consent on April 8, 2017 (as described in the section entitled “The Merger Agreement—Written Consent” beginning on page 80;

Any waiting periods (including any extensions) applicable to the consummation of the Merger under the HSR Act having terminated or expired; and

The consummation of the Merger not being restrained, enjoined, rendered illegal or otherwise prohibited by any law or order of any governmental authority.

The obligations of Parent, HHC and Merger Sub to effect the Merger are also subject to the satisfaction or (to the extent permitted by applicable law) waiver by Parent of the following conditions:

The representations and warranties of the Company regarding the Company’s due organization, standing and power, capitalization, corporate authority and the absence of any undisclosed brokers’ fees being true and correct at and as of the closing date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except for any failures of such representations and warranties to be so true and correct that, individually or in the aggregate, are de minimis in nature and amount;

The representations and warranties of the Company regarding the absence, from December 31, 2016 through the date of the Merger Agreement, of any event, change or occurrence that, individually or in the aggregate, has or would reasonably be expected to have a Company material adverse effect being true and correct in all respects at and as of the closing date as if made at and as of such time;

Other than the representations and warranties in respect of the matters described in the two bullets above, all other representations and warranties of the Company being true and correct (without giving effect to any limitation as to “materiality,” “Company material adverse effect” or similar materiality qualifiers set forth in the Merger Agreement) at and as of the closing date of the Merger as if made at and as of such time (except to the extent expressly made as to an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality,” “Company material adverse effect” or similar materiality qualifiers set forth therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Company material adverse effect;

The Company having performed in all material respects all its material obligations required to be performed by it under the Merger Agreement at or before the closing date of the Merger;

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Since the date of the Merger Agreement, there not having occurred any fact, circumstance, occurrence, effect, change, event or development that has or would reasonably be expected to have a Company material adverse effect (as described above under “—Representations and Warranties”);

Parent’s receipt of a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company signed by an executive officer certifying the matters in the foregoing five bullets.

The Company or its subsidiaries having obtained any consent, transfer, renewal, or reissuance with respect to a certain USFS Permit as listed in the Company disclosure letter, as required by the USFS in connection with the consummation of the Merger, provided that if the USFS requires a renewal or reissuance of such permit, the renewed or reissued permit shall either (i) have the same terms and conditions as the current USFS Permit, (ii) have the same terms and conditions as those terms and conditions set forth in the form of USFS Permit attached to the Merger Agreement, as agreed, or (iii) have terms and conditions, that when compared to the terms and conditions set forth in the form of USFS Permit attached to the Merger Agreement, as agreed, do not result in a “material adverse effect” to the Company’s Steamboat ski resort;

The Company or its subsidiaries having obtained the consent, transfer, renewal, or reissuance, as applicable, with respect to at least 13 of the 24 required Canadian permits related to licenses of occupation issued to Canadian Mountain Holidays Limited Partnership; and

The obligations of the Company to effect the Merger are also subject to the satisfaction or (to the extent permitted by applicable law) waiver by the Company of the following conditions:

The representations of Parent, HHC and Merger Sub regarding Parent’s, HHC’s and Merger Sub’s organization, standing and power, corporate authority and the absence of any undisclosed brokers’ fees being true and correct in all material respects at and as of the closing date of the Merger as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except for any failures of such representations and warranties to be so true and correct that, individually or in the aggregate, are de minimis in nature and amount;

The representations of Parent, HHC and Merger Sub regarding the aggregate value of assets and revenues from sales in, from or into Canada of Merger Sub and its affiliates being true and correct in all respects at and as of the closing date as if made at and as of the closing date (except to the extent expressly made as of an earlier date, in which case as of such earlier date);

Other than the representations and warranties in respect of the matters described in the two bullets above, without giving effect to any limitation as to “materiality” or “Parent material adverse effect,” being true and correct at and as of the closing date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent material adverse effect” set forth therein), individually or in the aggregate, has not had or would not reasonably be expected to have a Parent material adverse effect;

Parent, HHC and Merger Sub having performed in all material respects all their material obligations required to be performed by them under the Merger Agreement on or before the closing date of the Merger; and

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The Company’s receipt of a certificate signed by the Chief Executive Officer or Chief Financial Officer of Parent certifying the matters in the foregoing four bullets.

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the consummation of the Merger by mutual written consent of Company and Parent.

In addition, the Merger Agreement may be terminated by either the Company or Parent if:

The Merger is not consummated on or before February 1, 2018, which date we refer to as the termination date (which termination date may be extended by Parent by up to five business days if the marketing period has not expired by such date);

Any governmental authority has, by law or order, permanently restrained, enjoined, rendered illegal or otherwise prohibited the transactions contemplated by the Merger Agreement and such law or order has become final or nonappealable;

The Company’s stockholders fail to approve the proposal to approve and adopt the Merger Agreement at a duly convened Company stockholder meeting or any adjournment or postponement thereof at which the vote was taken on the Merger (this termination right is no longer applicable following Parent’s receipt of the Stockholder Written Consent on April 8, 2017);

The Merger Agreement may also be terminated by the Company if:

Parent, HHC or Merger Sub have breached any of their respective representations, warranties, covenants or other agreements in the Merger Agreement, which (i) would result in the failure of a related closing condition and (ii) is not capable of being cured, or is not cured before the earlier of the termination date or the date that is 45 calendar days following the Company’s delivery of written notice of such breach or failure to perform;

Prior to receipt of the adoption of the Merger Agreement by the Company’s stockholders (which was received on April 8, 2017), the Board had, after complying with its obligations under the Merger Agreement relating to the solicitation of competing proposals, authorized the Company to enter into a definitive written agreement with respect to such superior proposal, and the Company paid the termination fee (as described below) prior to or simultaneously with such termination of the Merger Agreement;

(i) all of the closing conditions obligating Parent, HHC and Merger Sub to effect the Merger have been satisfied or waived (other than those conditions which by their terms are to be satisfied by the delivery of documents or taking of any other action at the closing by any party, but subject to the satisfaction (or waiver) of such conditions at the closing), (ii) Parent fails to consummate the transactions contemplated by the Merger Agreement on the date on which closing should have occurred, (iii) the Company has notified Parent in writing that the Company is ready, willing and able to effect the closing and (iv) Parent fails to consummate the closing within three business days after the delivery of such notice;

The Merger Agreement may also be terminated by Parent if:

The Company has breached any of its representations, warranties, covenants or other agreements in the Merger Agreement, which (i) would result in the failure of a related closing condition and (ii) is not capable of being cured, or is not cured before the earlier of the termination date or the date that is 45 calendar days following Parent’s delivery of written notice of such breach or failure to perform;

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At any time before prior to receipt of the adoption of the Merger Agreement by the Company’s stockholders, the Board makes an adverse recommendation change (this termination right is no longer applicable following Parent’s receipt of the Stockholder Written Consent on April 8, 2017); or

A copy of the Stockholder Written Consent has not been delivered to Parent at the expiration of 24 hours following execution of the Merger Agreement (this termination right is no longer applicable following Parent’s receipt of the Stockholder Written Consent on April 8, 2017).

In the event that the Merger Agreement is terminated pursuant to the termination rights above, the Merger Agreement will become void and of no effect without liability or obligation on the part of any party thereto. However, certain related documents, including the guarantee under certain circumstances, and expense reimbursement obligations or indemnification obligations of Parent in relation to financing, and the provisions of the Merger Agreement relating to certain confidentiality obligations, the effect of the termination of the Merger Agreement, termination fees, expenses, and certain general provisions will survive any termination of the Merger Agreement.

Termination Fees

If the Merger Agreement is terminated in specified circumstances, the terminating party may be required to pay a termination fee. Parent would be entitled to receive a termination fee equal to $28,373,610 under the following circumstances:

If the Merger Agreement is terminated (i) by the Company in order for it to enter into a definitive written agreement with respect to a superior proposal following the Company’s compliance with certain obligations, (ii) by Parent in connection with an adverse recommendation change by the Board prior to having obtained the Stockholder Written Consent or (iii) by Parent because Parent has not received a copy of the Stockholder Written Consent at the expiration of 24 hour period following the execution and delivery of the Merger Agreement (the termination fee pursuant to these triggers will not be payable because of Parent’s receipt of the Stockholder Written Consent on April 8, 2017); or

If the Merger Agreement is terminated (i) by Parent because the Company has breached its representations, warranties, covenants or other agreements in the Merger Agreement in certain circumstances and has failed to cure such breach within a certain period, or (ii) by either Parent or the Company in connection with passing the termination date or not having obtained the receipt of the adoption of the Merger Agreement by the Company’s stockholders (which was received on April 8, 2017), in each case, in circumstances where the Company had previously received an alternative proposal from a third party (after the date of the Merger Agreement) that was not publicly withdrawn at least five business days prior to the receipt of the adoption of the Merger Agreement by the Company’s stockholders (which was received on April 8, 2017) and within 12 months of such termination, the Company enters into a definitive agreement to consummate such alternative proposal and such alternative proposal is consummated (the termination fee pursuant to these triggers will not be payable because of Parent’s receipt of the Stockholder Written Consent on April 8, 2017 and no alternative proposal being received before such time).

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The Company would be entitled to receive a reverse termination fee, regulatory termination fee or permit termination fee as applicable, equal to $66,205,091 from Parent under the following circumstances:

If the Merger Agreement is terminated by the Company (i) because Parent, HHC or Merger Sub have breached their respective representations, warranties, covenants or other agreements in the Merger Agreement in certain circumstances and have failed to cure such breach within a certain period or (ii) because, at the end of the marketing period, Parent has failed to consummate the Merger pursuant to the Merger Agreement notwithstanding the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to do so and certain notice of such failure from the Company to Parent;

If the Merger Agreement is terminated or deemed terminated by the Company or Parent in connection with the HSR Act or Competition Act, and at the time of such termination all other conditions set forth as conditions to the closing of the Merger are satisfied (other than those conditions which by their terms cannot be satisfied until the closing); or

If the Merger Agreement is terminated or deemed terminated by the Company or Parent in connection with the failure to obtain certain consents, transfers, renewals or reissuances of the USFS Permit and certain Canadian permits (as described above under “—Conditions to the Closing of the Merger”) and at the time of either such termination all of the other conditions set forth as conditions to the closing of the Merger are satisfied (other than those conditions which by their terms cannot be satisfied until the closing).

Expense Reimbursement

If the Merger Agreement is terminated for any reason, Parent will reimburse the Company and its subsidiaries for all reasonable out-of-pocket costs incurred by the Company and its subsidiaries in connection with the Company’s obligation to use best efforts to cooperate in connection with the arrangement of the debt financing as reasonably requested by Parent (including attorney fees and expenses).

Specific Performance

Parent, HHC, Merger Sub and the Company are entitled to an injunction or injunctions to prevent breaches or threatened breaches of the Merger Agreement and to enforce specifically the terms of the Merger Agreement in addition to any other remedy to which they are entitled at law or in equity. The Company is entitled to obtain specific performance or other equitable relief to cause the full proceeds of the equity financing contemplated by the equity commitment letters to be drawn down on the terms and subject to the conditions set forth in the equity commitment letters and the Merger Agreement and/or to cause Parent, HHC and/or Merger Sub to consummate the transactions contemplated by the Merger Agreement if and only in the event (i) all conditions to Parent, HHC and Merger Sub’s obligation to consummate the Merger (other than conditions to be satisfied at the closing, each of which is capable of being satisfied at that time) have been satisfied at the time when the closing was contemplated to occur under the Merger Agreement; (ii) the debt financing provided for by the Debt Commitment Letter (or by alternative financing, if applicable) has been funded or the financing sources have confirmed in writing that the debt financing will be funded at the closing if the equity financing is funded at the closing; and (iii) the Company has irrevocably confirmed that if specific performance is granted and the equity financing and the debt financing are funded, then it would take such actions required of it by the Merger Agreement to cause the closing to occur. To the extent any party brings a proceeding to enforce specifically the terms and provisions of the Merger Agreement (other than proceeding to enforce specifically any provision that expressly survives termination), the termination date of the Merger Agreement will automatically be extended to (i) the tenth business day following the resolution of such proceeding or (ii) such other time period established by the court presiding over such proceeding.

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Limitations of Liability

The maximum aggregate liability of Parent and any of its affiliates under the Merger Agreement is limited to the amount of the reverse termination fee, regulatory termination fee or permit termination fee (as described above in the section “The Merger Agreement—Termination Fees” beginning on page 84), as applicable, plus specified reimbursement and indemnification obligations of Parent under the Merger Agreement (the “Recoverable Amounts”). The Recoverable Amounts, when payable, are the sole and exclusive remedy of the Company and its affiliates against Parent, the financing sources, the Guarantors, the equity investors and any of their affiliates in connection with the termination of the Merger Agreement and the transactions, documents and agreements contemplated by the Merger Agreement. Except for Parent’s right to specific performance as described above, the payment of the termination fee described above, when payable, is the sole and exclusive remedy of Parent, HHC and Merger Sub against the Company or its affiliates in respect of losses or damages under the Merger Agreement. However, such liability limitations in no way limit the rights of any party to an injunction to prevent breaches of the Merger Agreement and to enforce specifically the terms of the Merger Agreement as described in the immediately preceding section.

Fees and Expenses

Except for the provisions described above in the section “—Expense Reimbursement,” all fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement will be paid by the party incurring such fees or expenses.

Amendment

Generally, the Merger Agreement may be amended in writing at any time before or after approval of the proposal to approve and adopt the Merger Agreement by the stockholders of the Company. However, no amendment that requires further approval by the Company’s stockholders pursuant to law or the rules of any stock exchange may be made without further stockholder approval and no amendment shall be submitted to be approved by the Company’s stockholders unless required by law. Moreover, certain provisions related to remedies may not be amended without the prior written consent of any adversely affected debt financing sources.

Governing Law

The Merger Agreement is governed by Delaware law.

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MARKET PRICE OF OUR STOCK

Company Common Stock is listed on the NYSE under the trading symbol “SNOW”. The following table sets forth the high and low closing sales prices per share of Company Common Stock on the NYSE for the periods indicated.

	High		Low
Fiscal Year Ended June 30, 2015
First Quarter	$	11.99	$	9.61
Second Quarter		12.04		8.94
Third Quarter		12.08		8.30
Fourth Quarter		12.73		8.67
Fiscal Year Ended June 30, 2016
First Quarter	$	11.94	$	8.54
Second Quarter		10.02		7.82
Third Quarter		8.94		7.03
Fourth Quarter		12.98		8.23
Fiscal Year Ended June 30, 2017
First Quarter	$	17.80	$	13.37
Second Quarter		19.17		14.91
Third Quarter		25.01		16.97
Fourth Quarter (through [●], 2017)		25.58	[●]

The closing sale price of Company Common Stock on the NYSE on April 7, 2017 which was the last trading day before we announced the Merger, was $25.30. The closing sale price of Company Common Stock on the NYSE on January 12, 2017, which was the last trading day before an article published by Thomson-Reuters reported that the Company was exploring a potential sale, was $16.97, and the volume weighted average price of the Company Common Stock on the NYSE for the 90-day period ending January 12, 2017, was $17.03. On [—], 2017, the last trading day before the date of this information statement, the closing price of Company Common Stock on the NYSE was $[—]. You are encouraged to obtain current market quotations for Company Common Stock.

We have never paid dividends on outstanding Company Common Stock.

Following the Merger there will be no further market for Company Common Stock.

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APPRAISAL RIGHTS

The discussion of the provisions set forth below is not a complete summary regarding your appraisal rights under Delaware law and is qualified in its entirety by reference to Section 262 of the DGCL which is attached to this information statement as Annex D. Stockholders intending to exercise appraisal rights should carefully review Annex D in its entirety. Failure to follow precisely any of the statutory procedures set forth in Section 262 of the DGCL may result in a termination or waiver of these rights.

If you comply with the applicable statutory procedures of Section 262 of the DGCL, you may be entitled to appraisal rights under Section 262 of the DGCL. To exercise and perfect appraisal rights, a record holder of shares of Company Common Stock must follow precisely the statutory procedures pursuant to Section 262 of the DGCL required to be followed by a stockholder to perfect appraisal rights.

Section 262 of the DGCL is reprinted in its entirety as Annex D to this information statement. Set forth below is a summary description of Section 262 of the DGCL. The following is intended as a brief summary of the material provisions of statutory procedures pursuant to Section 262 of the DGCL required to be followed by a stockholder to perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to the full text of Section 262 of the DGCL, which appears in Annex D to this information statement. All references in Section 262 and this summary to “stockholder” are to the record holder of the shares of Company Common Stock immediately prior to the Effective Time as to which appraisal rights are asserted. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL may result in the loss of appraisal rights.

Under the DGCL, holders of shares of Company Common Stock who follow the procedures set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Court of Chancery of the State of Delaware, or the Delaware Court of Chancery, and to receive payment in cash of the “fair value” of those shares, together with interest but exclusive of any element of value arising from the accomplishment or expectation of the Merger.

Under Section 262 of the DGCL, where a merger agreement relating to a proposed merger is adopted by stockholders acting by written consent in lieu of a meeting of the stockholders, the corporation must notify each of its stockholders who was a stockholder on the record date (which may be fixed in advance by the corporation (not more than ten (10) days prior to the date of the notice), or if not fixed in advance, will either be the day before the notice is given (if sent prior to the Effective Time) or will be the date of the Effective Time (if sent following the Effective Time)) that appraisal rights are available, and must include in each such notice a copy of Section 262 of the DGCL. This information statement constitutes such notice to the holders of shares of Company Common Stock and Section 262 of the DGCL is attached to this information statement as Annex D. Any stockholder who wishes to exercise such appraisal rights or who wishes to preserve his, her or its right to do so should review the following discussion and Annex D carefully, because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights under the DGCL.

Holders of shares of Company Common Stock who desire to exercise their appraisal rights must deliver to the Company a written demand for appraisal of their shares of Company Common Stock no later than twenty (20) days after the date of mailing of the information statement (which includes the notice of written consent and appraisal rights), or [●], 2017. A demand for appraisal will be sufficient if it reasonably informs the Company of the identity of the stockholder and that such stockholder intends thereby to demand appraisal of such stockholder’s shares of Company Common Stock. If you wish to exercise your appraisal rights you must be the record holder of such shares of Company Common Stock on the date the written demand for appraisal is made and you must continue to hold such shares of Company Common Stock through the Effective Time. Accordingly, a stockholder who is the record holder of shares of Company Common Stock on the date the written demand for appraisal is made, but who thereafter transfers such shares prior to the Effective Time, will lose any right to appraisal in respect of such shares.

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All written demands for appraisal of shares of Company Common Stock must be mailed or delivered to: Intrawest Resorts Holdings, Inc., 1621 18th Street, Suite 300, Denver, Colorado 80202, Attention: General Counsel. Only a holder of record of shares of Company Common Stock is entitled to demand an appraisal of the shares registered in that holder’s name. Accordingly, to be effective, a demand for appraisal by a stockholder of shares of Company Common Stock (a) must be made by, or in the name of, the record stockholder, fully and correctly, as the stockholder’s name appears in the transfer agent’s records, (b) should specify the stockholder’s mailing address and the number of shares registered in the stockholder’s name, and (c) must state that the person intends thereby to demand appraisal of the stockholder’s shares in connection with the Merger. The demand cannot be made by the beneficial owner if he or she is not the record holder of the shares of Company Common Stock. The beneficial holder must, in such cases, have the registered owner, such as a bank, brokerage firm, trust or other nominee, submit the required demand in respect of those shares of Company Common Stock. If you hold your shares of Company Common Stock through a bank, brokerage firm, trust or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm, trust or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee. A person having a beneficial interest in shares held of record in the name of another person, such as a broker, bank, trust or other nominee, must act promptly to cause the record holder to follow properly and in a timely manner the steps necessary to perfect appraisal rights in accordance with Section 262 of the DGCL.

If shares of Company Common Stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal should be made by the fiduciary in that capacity. If the shares of Company Common Stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner. A record owner, such as a bank, brokerage firm, trust or other nominee, who holds shares of Company Common Stock as a nominee for others, may exercise his or her right of appraisal with respect to the shares of Company Common Stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Company Common Stock as to which appraisal is sought. If you hold shares of Company Common Stock through a broker who in turn holds the shares through a central securities depository nominee, such as Cede & Co., a demand for appraisal of such shares of Company Common Stock must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder. Where no number of shares of Company Common Stock is expressly mentioned, the demand will be presumed to cover all shares of Company Common Stock held in the name of the record owner.

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Within 10 days after the Effective Time, the surviving corporation in the Merger must give written notice that the Merger has become effective to each of the Company stockholders who properly asserted appraisal rights under Section 262 of the DGCL. At any time within 60 days after the Effective Time, any stockholder who has demanded an appraisal, but has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the consideration specified by the Merger Agreement for that stockholder’s shares of Company Common Stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of the surviving corporation. Unless the demand is properly withdrawn by the stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party within 60 days after the Effective Time, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just. If the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s right to appraisal in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only the fair value of such stockholder’s shares as determined in any such appraisal proceeding, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value, which value could be less than, equal to or more than the consideration offered pursuant to the Merger Agreement.

Within 120 days after the Effective Time, but not thereafter, either the surviving corporation or any stockholder who has complied with the requirements of Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of Company Common Stock held by all stockholders entitled to appraisal. Upon the filing of the petition by a stockholder, service of a copy of such petition shall be made upon the surviving corporation. The surviving corporation has no obligation to file such a petition, has no present intention to file a petition and holders of shares of Company Common Stock should not assume that the surviving corporation will file a petition.

Accordingly, it is the obligation of the holders of shares of Company Common Stock to initiate all necessary action to perfect their appraisal rights in respect of shares of Company Common Stock within the time prescribed in Section 262 and the failure of a stockholder to file such a petition within the period specified in Section 262 could result in a loss of such stockholder’s appraisal rights. In addition, within 120 days after the Effective Time, any stockholder who has properly complied with the requirements of Section 262 of the DGCL will be entitled to receive from the surviving corporation, upon written request, a statement setting forth the aggregate number of shares of Company Common Stock not voted in favor of the Merger Agreement and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within 10 days after such written request has been received by the surviving corporation or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of shares of Company Common Stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition for appraisal or request from the surviving corporation such statement. If a petition for appraisal is not timely filed, then the right to appraisal will cease.

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If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving corporation, then the surviving corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares of Company Common Stock and with whom agreements as to the value of their shares of Company Common Stock have not been reached by the surviving corporation. After notice to stockholders who have demanded appraisal, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery is empowered to conduct a hearing upon the petition and to determine those stockholders who have complied with Section 262 and who have become entitled to the appraisal rights provided by Section 262. If immediately before the merger or consolidation the shares of the class or series of stock of the constituent corporation as to which appraisal rights are available were listed on a national securities exchange, the Court will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger or consolidation for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to the sections of the DGCL concerning the merger of parent corporations and subsidiaries or the merger of parent entities and subsidiaries. Upon application by the surviving corporation or by any stockholder entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. After determination of the stockholders entitled to appraisal of their shares of Company Common Stock, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Delaware Court of Chancery will determine the fair value of the shares of Company Common Stock, as of the Effective Time after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. When the fair value has been determined, the Delaware Court of Chancery will direct the payment of such value upon surrender by those stockholders of the certificates representing their shares of Company Common Stock. Unless the Court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment.

You should be aware that an investment banking opinion as to the fairness from a financial point of view of the consideration to be received in a sale transaction, such as the Merger, is not an opinion as to fair value under Section 262. Although we believe that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Moreover, we do not anticipate offering more than the Merger Consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of Company Common Stock is less than the Merger Consideration. In determining “fair value,” the Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting stockholder’s exclusive remedy.

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Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and imposed upon the parties participating in the appraisal proceeding by the Delaware Court of Chancery, as it deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares of Company Common Stock entitled to appraisal. Any stockholder who demanded appraisal rights will not, after the Effective Time, be entitled to vote shares of Company Common Stock subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares of Company Common Stock, other than with respect to payment as of a record date prior to the Effective Time. If no petition for appraisal is filed within 120 days after the Effective Time, or if the stockholder otherwise fails to perfect, successfully withdraws or loses such holder’s right to appraisal, then the right of that stockholder to appraisal will cease and that stockholder’s shares of Company Common Stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration, without interest and less any required withholding taxes. A stockholder will fail to perfect, or effectively lose, the right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time. In addition, as indicated above, a stockholder may withdraw his, her or its demand for appraisal in accordance with Section 262 at any time within 60 days after the Effective Time (or thereafter with the written approval of the Company) and accept the Merger Consideration, without interest and less any required withholding taxes, offered pursuant to the Merger Agreement. Once a petition for appraisal has been filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder of the Company without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, that such restriction shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined the appraisal proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the Merger Consideration, without interest and less any required withholding taxes, within 60 days after the Effective Time. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL will result in the loss of a stockholder’s statutory appraisal rights.

In view of the complexity of Section 262 of the DGCL, the Company stockholders who may wish to dissent to the Merger and pursue appraisal rights should consult their legal and financial advisors.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of April 7, 2017 regarding beneficial ownership of the Company’s Common Stock by each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of the Company’s Common Stock, each of the Company’s named executive officers and each of the Company’s directors. Each beneficial owner’s percentage ownership has been determined in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to the Company’s knowledge, the persons and entities named in the table sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. Percentage ownership of the Company’s Common Stock set forth in the table is based on 39,822,611 shares of the Company’s Common Stock outstanding as of April 7, 2017, plus the number of shares of common stock underlying equity securities of such holder which are exercisable or which become exercisable within 60 days after April 7, 2017.

Name and Address of Beneficial Owner⁽¹⁾	Number of Outstanding Shares Owned			Percentage of Outstanding Shares
Intrawest Europe Holdings S.à r.l.⁽²⁾		27,038,250			67.90	%
Richard Armstrong		6,250			*
William J. Clifford		6,250			*
Wesley R. Edens⁽²⁾		---			---
Sky Foulkes		27,185			*
Richard E. Georgi⁽²⁾		---			---
John W. Harris III		6,250			*
Timothy Jay		6,250			*
Thomas F. Marano		1,360,000	⁽³⁾		3.42	%
Travis Mayer		55,593			*
All directors and executive officers as a group (10 Persons)		1,473,675			3.70	%

* Less than 1%

(1)	Unless otherwise indicated, the address of each beneficial owner listed on the table above is c/o Intrawest Resorts Holdings, Inc., 1621 18th Street, Suite 300, Denver, Colorado 80202.

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(2)

Based solely on information set forth in the Schedule 13G filed with the SEC on February 12, 2015, Intrawest Europe Holdings S.à r.l. (whose address is 9, Allée Scheffer, L-2520 Luxembourg) beneficially owns 27,038,250 shares of the Company’s Common Stock; Intrawest Europe Holdings S.à r.l. directly owns 18,661,850 shares of the Company’s Common Stock and Intrawest S.à r.l. directly owns 8,376,400 shares of the Company’s Common Stock. Intrawest Europe Holdings S.à r.l. owns 100% of Intrawest S.à r.l. Intrawest Europe Holdings S.à r.l. and Intrawest S.à r.l are the “Initial Stockholders.” 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 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, 2016, Mr. Wesley R. Edens owned 16.34% of Fortress Investment Group LLC (Class A and Class B shares). By virtue of his ownership interest in Fortress Investment Group LLC and certain of its affiliates, Mr. Edens may be deemed to own the shares listed as beneficially owned by the Initial Stockholders. Mr. Edens disclaims 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, 45th Floor, New York, NY 10105. Mr. Georgi is managing partner and chairman of the investment committee of Grove Limited Partners Funds (“Grove LP”). Entities controlled by an affiliate of Grove LP collectively own 17.9% of the common units and 11.3% of the Class A Preferred Units of Cayman L.P.

(3)	Consists of 10,000 shares of common stock purchased by Mr. Marano on December 10, 2014 and the option to purchase 1,350,000 shares of common stock that vested on November 20, 2016.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, and other documents with the SEC. These reports contain additional information about the Company. Stockholders may read and copy any reports, statements or other information filed by the Company at the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Please call the SEC at (800) SEC-0330 for further information on the operation of the Public Reference Room. The Company’s SEC filings are made electronically available to the public at the SEC’s website located at www.sec.gov. Stockholders can also obtain free copies of our SEC filings through the “Investor Relations” section of the Company’s website at www.intrawest.com. Our website address is being provided as an inactive textual reference only. The information provided on our website, other than the copies of the documents listed or referenced below that have been or will be filed with the SEC, is not part of this information statement, and therefore is not incorporated herein by reference.

The Company’s annual, quarterly and current reports are not incorporated by reference in this information statement or delivered with it, but are available, without exhibits, to any person, including any beneficial owner, to whom this information statement is delivered, without charge, by requesting them in writing or by telephone at 1621 18th Street, Suite 300, Denver, Colorado 80202, Attention: Investor Relations, (303) 749-8370.

Parent, HHC and Merger Sub have supplied, and the Company has not independently verified, the information in this information statement relating to Parent, HHC and Merger Sub.

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” information statements and annual reports. This means that only one copy of our information statement and annual report to stockholders may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document. Please direct your inquiry or request by mail or telephone to us at the above address and telephone number. If you want to receive separate copies of the information statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and telephone number.

The Company has not authorized anyone to provide information on behalf of the Company that is different from that contained in this information statement, and the Company does not take responsibility for any such information. This information statement is dated [●], 2017. No assumption should be made that the information contained in this information statement is accurate as of any date other than that date, and the mailing of this information statement will not create any implication to the c

		Page
SUMMARY		1
	The Parties to the Merger Agreement	1
	The Merger	2
	The Merger Consideration	2
	Reasons for the Merger	3
	Required Stockholder Approval for the Merger	3
	Opinion of Deutsche Bank	3
	Opinion of Moelis	4
	Financing	4
	The Merger Agreement	5
	Interests of Our Directors and Executive Officers in the Merger	9
	U.S. Federal Income Tax Consequences of the Merger	9
	Regulatory Approvals	9
	Exchange and Payment Procedures	9
	Specific Performance	10
	Appraisal Rights	10
	Litigation Related to the Merger	10
	Market Price of Our Stock	10
QUESTIONS AND ANSWERS ABOUT THE MERGER		11
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		15
THE PARTIES TO THE MERGER AGREEMENT		16
THE MERGER		18
	Background of the Merger	18
	Reasons for the Merger	28
	Opinion of Deutsche Bank	33
	Opinion of Moelis	41
	Certain Company Forecasts	52
	Financing	54
	Interests of Our Directors and Executive Officers in the Merger	57
	Appraisal Rights	59
	Litigation Related to the Merger	60
	Delisting and Deregistration of Company Common Stock	60
	U.S. Federal Income Tax Consequences of the Merger	60
	Regulatory Approvals	62
THE MERGER AGREEMENT		64
	Effects of the Merger; Directors and Officers; Certificate of Incorporation; By-Laws	64
	Closing and Effective Time of the Merger; Marketing Period	65
	Merger Consideration	66
	Exchange and Payment Procedures	66
	Representations and Warranties	67
	Conduct of Business Pending the Merger	71
	No Solicitation of Other Offers	74
	Adverse Recommendation Changes; Alternative Acquisition Agreements	76
	Financing	77
	Certain Indebtedness Matters	78
	Certain Matters Concerning Additional Agreements	78
	Treatment of Equity and Equity-Based Awards	78
	Employee Matters	78
	Efforts to Consummate the Merger	79
	Indemnification and Insurance	80
	Written Consent	80
	Transaction Litigation	80

Company	TEV		Net debt / TEV			Debt / LTM EBITDA			Land- adjusted TEV / EBITDA, 2017E			Land- adjusted TEV / EBITDA, 2018E			TEV / EBITDA, 2017E			TEV / EBITDA, 2018E
Vail Resorts, Inc.	$	9,294		12	%		2.1	x		13.9	x		12.8	x		14.1	x		12.9	x
Peak Resorts, Inc.	$	248		61	%		7.7	x		7.4	x		7.4	x		7.4	x		7.4	x
The Company	$	1,551		31.7	%		4.9	x		10.3	x		9.6	x		11.3	x		10.5	x

Announced Date	Target	Acquirer
2/17/2017	Stowe Mountain Resorts	Vail Resorts, Inc.
9/11/2014	Park City Mountain Resort	Vail Resorts, Inc.

	One-Day Premia			Five-Day Premia			20-Day Premia
25^thPercentile		19.7	%		21.4	%		23.7	%
Mean		35.2	%		36.2	%		43.2	%
Median		27.5	%		29.8	%		36.7	%
75^th Percentile		42.6	%		44.4	%		52.6	%

Company and Industry	EV / 2017E EBITDA			2016A EBITDA Margin			2017E EBITDA Margin
U.S. Ski
Vail Resorts, Inc.		14.7	x		30.9	%		31.7	%
Peak Resorts, Inc.		7.5	x		20.0	%		25.0	%
Golf
ClubCorp USA, Inc.		8.0	x		22.8	%		23.2	%
TWC Enterprises Limited	NM¹				37.9	%	NA²
Timeshares / Vacation Club
Wyndham Worldwide Corporation		8.7	x		28.8	%		25.7	%
Marriott Vacations Worldwide Corporation		9.5	x		19.0	%		19.0	%
ILG, Inc.		8.9	x		25.6	%		24.0	%
U.S. Amusement
Six Flags Entertainment Corporation		13.5	x		41.3	%		39.9	%
Cedar Fair, L.P.		10.5	x		37.3	%		37.8	%
SeaWorld Entertainment, Inc.		8.6	x		20.2	%		25.9	%
European Ski
Compagnie des Alps S.A.		4.7	x		21.7	%		26.3	%
SkiStar AB		12.0	x		29.8	%		31.2	%
Cruise Lines
Carnival Corporation		10.4	x		29.1	%		28.9	%

	/s/ Karen Sanford
	Karen Sanford
	Senior Vice President, Chief General Counsel and Corporate Secretary

Royal Caribbean Cruises Ltd.		11.5	x		28.0	%		30.5	%
Norwegian Cruise Line Holdings Ltd.		10.8	x		28.5	%		30.3	%
Viking Line Abp	NM¹				7.7	%	NA²
Lindblad Expeditions Holdings, Inc.		8.7	x		15.0	%		18.0	%
European Amusement
Merlin Entertainments PLC		11.8	x		31.0	%		30.8	%
Tivoli A/S	NM¹				20.5	%	NA²
Snow Removal
Douglas Dynamics, Inc.		10.9	x		20.7	%		18.6	%
Ski Suppliers
Black Diamond, Inc.	NM¹			NM³				3.2	%

Low		4.7	x		7.7	%		3.2	%
Mean		10.0	x		25.8	%		26.1	%
Median		10.4	x		26.8	%		26.1	%
High		14.7	x		41.3	%		39.9	%

Company
Street Estimates		9.0	x		21.9	%		23.2	%
Management Estimates		8.1	x		21.9	%		24.0	%

	Trading NTM EBITDA Multiples Differentials of U.S. Ski Companies
	Company vs. Vail			Company vs. Peak
Current (as of January 12, 2017)		(4.1x	)		2.0	x
LTM		(3.5x	)		1.8	x
Last 2 Years		(3.2x	)		2.2	x
Since Initial Public Offering		(2.5x	)		2.5	x

Implied Per Share Reference Range				Merger Consideration
$	19.85-$26.90			$	23.75

Implied Per Share Reference Range (Corrected)				Merger Consideration
$	19.90-$26.95			$	23.75

Date Announced	Target	Acquirer	TEV / EBITDA¹
February, 2017	Stowe Mountain Resorts	Vail		10.0x	²
November, 2016	CNL Attractions & Ski Portfolio	EPR & Och-Ziff		8.9x	³
August, 2016	Whistler Blackcomb Holdings Inc.	Vail		15.7x	⁴
June, 2016	Diamond Resorts International, Inc.	Apollo Global Management		7.7	x
January, 2016	Wilmot	Vail		8.3x	⁵
November, 2015	Hunter Mountain Ski Resorts	Peak		6.1x	⁶
November, 2015	Intrawest Club Group	Diamond Resorts		10.8x	⁷
October, 2015	Vistana Signature Experiences, Inc.	ILG, Inc.		9.3	x
March, 2015	Perisher Blue Pty Limited	Vail		8.5x	⁸
October, 2014	Hurtigruten ASA	TDR Capital LLP; Periscopus AS; Home Capital AS		7.9	x
September, 2014	Blue Mountain (50% Interest)	Intrawest		7.9x	⁹
September, 2014	Park City Ski Resorts & Canyons	Vail		9.8x	¹⁰
September, 2014	Prestige Cruises International, Inc.	Norwegian Cruise Line Holdings Ltd.		11.6	x
August, 2014	Sequoia Golf LLC	ClubCorp USA, Inc.		8.8x	¹¹
November, 2010	Société des Téléphériques de Val d’Isère S.A.S.	Compagnie des Alpes S.A.		11.2	x
December, 2009	Cedar Fair, L.P.	Apollo Global Management, LLC		7.3	x
December, 2009	Deux Alpes Loisirs SAS	Compagnie des Alpes S.A. Consortium		4.9	x

Implied Per Share Reference Range				Merger Consideration
$	15.10-$21.40			$	23.75

Implied Per Share Reference Range (Corrected)				Merger Consideration
$	16.25-$22.80			$	23.75

Implied Per Share Reference Range				Merger Consideration
$	22.30-$36.80			$	23.75

Additional DCF Analyses

Projected EBITDA Margin Growth As Compared to the Company Forecasts
	75	%		50	%		25	%	Merger Consideration
$	20.40-$33.65		$	18.45-$30.55		$	16.50-$27.40		$	23.75

($ in millions)	Fiscal year ending June 30,
	2016A			2017E			2018E			2019E			2020E			2021E			2022E
Revenue	$	566		$	596		$	638		$	664		$	692		$	721		$	752
Adjusted EBITDA (from Base Business)⁽²⁾	$	114		$	139		$	159		$	174		$	191		$	208		$	226
Less: CAPEX	$	(52	)	$	(45	)	$	(47	)	$	(49	)	$	(51	)	$	(53	)	$	(55	)
Adjusted EBITDA less CAPEX	$	62		$	94		$	112		$	125		$	140		$	155		$	171

Total Unlevered Free Cash Flow – Deutsche Bank⁽³⁾				$	(42	)⁽⁴⁾	$	75		$	82		$	91		$	101		$	110
Total Unlevered Free Cash Flow – Moelis⁽⁵⁾		--		$	(32	)⁽⁴⁾	$	75		$	77		$	86		$	97		$	106

	Company Stock Options												Company RSUs
	Number of Shares Subject to Vested Options (#)		Weighted Average Exercise Price of Vested Options ($)		Value of Vested Options ($)		Number of Shares Subject to Unvested Options (#)		Weighted Average Exercise Price of Unvested Options ($)		Value of Unvested Options ($)		Number of Shares Subject to Outstanding RSUs (#)		Value of Outstanding RSUs ($)		Total Value ($)
Mr. Marano		1,350,000		11.25		16,875,000		1,290,423		11.25		16,130,288		—		—		33,005,288
Mr. Mayer		—		—		—		—		—		—		31,357		744,729		744,729
Ms. Sanford		—		—		—		—		—		—		17,221		408,989		408,989