Published on : Friday, April 17, 2015
Norbord Inc. announced that it has completed its offering of $315 million aggregate principal amount of 6.25 percent Senior Secured Notes due 2023. Earlier Norbord has expressed its intend to use the pet proceeds from this offering, along with cash on hand, to repurchase for cash all of the outstanding 7.5 percent Senoir Secured Notes due 2017 issued by its wholly owned subsidiary, Ainsworth Lumber Co.Ltd. pursuant to a tender offer and consent solicitation and redeem any remaining outstanding Notes following the tender offer.
Norbord also announce that Ainsworth received valid tenders and consents from holders of $311,412,000 in aggregate principal amount of the Notes, which represents approximately 98.86 percent.
Ainsworth purchased all Notes validly tender. Holders of such Notes accepted for purchase received total consideration of $1,042.50 per $1,000 principal amount of Notes, plus accrued and unpaid interest, which amount included the early tender payment of $30.00 per $1,000 principal amount of Notes.
The consents received from holders of Notes exceeded the amount needed to adopt the proposed amendments to the indenture dated November 27, 2012 governing the Notes (the “Indenture”). Accordingly, Ainsworth executed a supplemental indenture to the Indenture (the “Supplemental Indenture”) that, among other things, eliminated substantially all of the restrictive covenants contained in the Indenture, eliminated or modified certain of the events of default contained in the Indenture, reduced the minimum notice period to holders to redeem the Notes from 30 days to 3 business days, and released the liens for the benefit of the holders on the assets that secured the Notes.
The tender offer will remain open and is scheduled to expire at 12:00 midnight, New York City time, at the end of the day on April 29, 2015, unless extended (the “Expiration Time”). As described in more detail in Ainsworth’s Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”) and related Letter of Transmittal and Consent (the “Letter of Transmittal”), each dated April 1, 2015, holders who validly tender their Notes after the Early Tender Deadline and prior to the Expiration Time will receive the tender offer consideration of $1,012.50 per $1,000 principal amount of Notes, plus accrued and unpaid interest, if such Notes are accepted for purchase, but will not receive the early tender payment of $30.00 per $1,000 principal amount of Notes.
Withdrawal rights for the tender offer and consent solicitation expired at 5:00 p.m., New York City Time, on April 15, 2015 (the “Withdrawal Deadline”). Tenders of Notes may not be withdrawn after the Withdrawal Deadline, unless required by applicable law.
The tender offer is subject to the satisfaction or waiver of certain conditions. The complete terms and conditions of the tender offer are described in the Offer to Purchase and the Letter of Transmittal.
Ainsworth has retained RBC Capital Markets, LLC as the dealer manager and solicitation agent (the “Dealer Manager”) for the tender offer and consent solicitation. Ainsworth has retained Global Bondholder Services Corporation as information agent and tender agent (the “Information Agent”) for the tender offer and consent solicitation. Persons with questions regarding the tender offer and consent solicitation should contact RBC Capital Markets, LLC at (877) 381-2099 (toll free) or (212) 618-7822 (collect). Requests for documents may be directed to Global Bondholder Services Corporation, by phone at (866) 807-2200 (toll free) or (212) 430-3774, or in writing at 65 Broadway, Suite 404, New York, New York 10006. The Offer to Purchase and the Letter of Transmittal also address certain U.S. federal income tax considerations and certain Canadian federal income tax considerations. Holders should seek their own advice based on their particular circumstances from an independent tax advisor.
None of Ainsworth, the Dealer Manager, the Information Agent, the trustee for the Notes or any of their respective affiliates makes any recommendation as to whether holders of Notes should tender Notes in response to the tender offer, and no one has been authorized to make such recommendation. Each holder must make his, her or its own decision as to whether to tender Notes and, if so, the principal amount of Notes to tender. Nothing herein shall be construed as a statement of the trustee of the Notes.
Ainsworth intends to issue a notice of redemption for all Notes that will remain outstanding as of the Expiration Time. The redemption will take place on April 30, 2015 and the redemption price of the Notes will be 103.750 percent of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date.
This press release is for informational purposes only and is not an offer to buy the Notes or any other security, a solicitation of an offer to sell the Notes or any other security or a notice of redemption. The tender offer is being made solely by the Offer to Purchase and the Letter of Transmittal. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, it will be deemed made on behalf of Ainsworth by RBC Capital Markets, LLC or by one or more registered brokers or dealers under the laws of such jurisdiction. The tender offer is not being made directly or indirectly to any resident or person located in any jurisdiction in which the making and acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.