American Skiing Company has entered into a definitive agreement to sell Steamboat Ski & Resort Corporation to an affiliate of Intrawest for $265 million. American Skiing Company initiated a review of strategic options for the resort in July.

Included in the sale are the resort and all resort-owned operations, all of Steamboat’s resort-owned real estate assets, the commercial core of the Steamboat Grand Hotel & Condominiums and the company’s interest in the Walton Pond Apartments complex.

The transaction is subject to customary closing conditions, including Hart-Scott-Rodino antitrust approval and consent of the United States Forest Service, and is expected to close on or before March 31, 2007.

Bear Stearns and Main Street Advisors acted as financial advisors to American Skiing Company in connection with the transaction.