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USA
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Ainsworth Lumber Co Ltd
Symbol ANS
Shares Issued 240,956,309
Close 2015-03-31 C$ 3.49
Market Cap C$ 840,937,518
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Ainsworth starts tender offer for 7.5% notes due 2017

2015-04-01 09:01 ET - News Release

An anonymous director reports

AINSWORTH LUMBER CO. LTD. COMMENCES TENDER OFFER AND CONSENT SOLICITATION FOR ITS 7.5% SENIOR SECURED NOTES DUE 2017

Norbord Inc.'s wholly owned subsidiary, Ainsworth Lumber Co. Ltd., has commenced a cash tender offer for any and all of Ainsworth's outstanding 7.5-per-cent senior secured notes due 2017 (Cusip Nos. 008914AE3, C01023AH0 and 008914AF0). In connection with the tender offer, Ainsworth is also soliciting consents from the holders of the notes to amend the indenture under which the notes were issued. Full details of the terms and conditions of the tender offer and consent solicitation are set forth in Ainsworth's offer to purchase and consent solicitation statement and related letter of transmittal and consent, each dated April 1, 2015.

Under the terms of the tender offer, the total consideration for each $1,000 principal amount of the notes validly tendered and not validly withdrawn at or before the early tender deadline (as defined below) and accepted for purchase will be $1,042.50. The total consideration for the notes includes an early tender payment of $30.00 per $1,000 principal amount of the notes and is only payable to holders who tender their notes and deliver their consents at or before 5 p.m., New York time, on April 15, 2015. Payment of the total consideration for any notes tendered and not validly withdrawn at or before the early tender deadline and accepted for purchase is expected to be made promptly following the early tender deadline. Holders who validly tender their notes after the early tender deadline and prior to the expiration of the tender offer will receive the total consideration less the early tender payment, or $1,012.50 per $1,000 principal amount of the notes. Payment of the tender offer consideration for any notes tendered after the early tender deadline and prior to the expiration of the tender offer will be made promptly following the expiration time (as defined below). Ainsworth will also pay accrued and unpaid interest from the last interest payment date to, but not including, the applicable payment date.

The tender offer will expire at 12 a.m., New York time, at the end of the day on April 29, 2015, unless extended or earlier terminated by Ainsworth.

Ainsworth's obligation to consummate the tender offer is conditioned upon the satisfaction or waiver of certain conditions, including (i) the incurrence of indebtedness by Norbord, Ainsworth's parent, on terms satisfactory to Norbord and resulting in indebtedness having an aggregate principal amount of not less than $315.0-million, and (ii) the execution and delivery by Ainsworth and the trustee for the notes of a supplemental indenture giving effect to proposed amendments to the indenture under which the notes were issued, which will, among other things, eliminate substantially all of the restrictive covenants, eliminate or modify certain of the events of default contained in the indenture, reduce the minimum notice period to redeem the notes from 30 days to three business days, and release the liens for the benefit of the holders on the assets that secure the notes. Ainsworth has retained RBC Capital Markets LLC as the dealer manager and solicitation agent for the tender offer and consent solicitation.

Ainsworth has retained Global Bondholder Services Corp. as information agent and tender 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 by phone at 866-807-2200 (toll-free) or 212-430-3774, or in writing at 65 Broadway, Suite 404, New York, N.Y., 10006. The offer to purchase and the letter of transmittal also address certain U.S. federal income tax considerations and Canadian federal income tax considerations. Holders should seek their own advice based on their particular circumstances from an independent tax adviser.

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 deliver consents in response to the consent solicitation, 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 deliver consents, and, if so, the principal amount of notes to tender and consents to deliver.

This news release is for informational purposes only and is not an offer to buy, a solicitation of an offer to sell the notes or any other security, or a solicitation of consents with respect to any of the notes. The tender offer and consent solicitation are being made solely by the offer to purchase and the letter of transmittal. In any jurisdiction where the laws require the tender offer and consent solicitation to be made by a licensed broker or dealer, they 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 and consent solicitation are 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.

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