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Ainsworth Announces Early Results of Tender Offer and

Ainsworth Announces Early Results of Tender Offer and Completion of
Debt Refinancing Steps 
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 11/27/12 -- Ainsworth
Lumber Co. Ltd. (TSX:ANS)(TSX:ANS.WT) ("Ainsworth" or the "Company")
announced today that as of 5:00 p.m., New York City Time, on November
26, 2012 (the "Consent Expiration"), approximately US$355.3 million
of its outstanding US$408.2 million aggregate principal amount of 11%
Senior Notes due 2015 (CUSIP No. 009037AM4) (the "2015 Notes") have
been tendered pursuant to its previously announced cash tender offer
for any and all of the 2015 Notes (the "Tender Offer") and
solicitation of consents (the "Consent Solicitation"), as described
in the Offer to Purchase and Consent Solicitation Statement (the
"Statement") and a related Consent and Letter of Transmittal, each
dated November 9, 2012. 
The Company also announced today that it will redeem on December 27,
2012 all outstanding 2015 Notes not tendered pursuant to the Tender
Offer, which expires at 11:59 p.m., New York City time, on December
10, 2012 (the "Expiration Time"), in accordance with the terms of the
indenture governing the 2015 Notes. The 2015 Notes will be redeemed
at a price of 100.00% of the principal amount thereof plus accrued
and unpaid interest thereon to, but not including, December 27, 2012.
Upon the completion of the redemption, no principal amount of 2015
Notes will remain outstanding. 
In connection with the Tender Offer, Ainsworth has successfully
completed the following steps of its comprehensive refinancing plan
announced on October 22, 2012: 


 
--  Ainsworth has accepted for purchase the US$355.3 principal amount of
    2015 Notes that were validly tendered and not withdrawn prior to the
    Consent Expiration and has provided payment for such 2015 Notes (other
    than approximately US$121.2 million principal amount of the 2015 Notes
    owned by funds managed by Brookfield Asset Management Inc. and its
    affiliates for which payment has been deferred in connection with the
    rights offering referred to below). Those holders who validly tendered
    their 2015 Notes by the Consent Expiration received the total
    consideration of US$1,002.50 per US$1,000 principal amount, plus the
    full amount of accrued and unpaid
 interest in cash from the last
    interest payment date up to, but not including, the initial settlement
    date of November 27, 2012. Ainsworth will redeem all remaining 2015
    Notes not validly tendered by the Expiration Time of the Tender Offer,
    and pending such redemption, has received the requisite consents in the
    Consent Solicitation and has executed a supplemental indenture effecting
    the previously proposed amendments to the indenture governing the 2015
    Notes to eliminate substantially all the restrictive covenants and
    certain related events of default under the indenture. 
--  Ainsworth has repaid in full the US$102.6 million principal amount
    outstanding under its existing senior secured term loan. 
--  Ainsworth has completed its previously announced private offering of
    US$350 million in aggregate principal amount of its 7.5% Senior Secured
    Notes due 2017 (the "New Notes"), which together with the expected
    proceeds of the previously announced fully backstopped $175 million
    rights offering, are providing the funds for the comprehensive
    refinancing plan. 

 
The New Notes have not been registered under the Securities Act of
1933, as amended (the "Securities Act") or the securities laws of any
other jurisdiction. As a result, the New Notes may not be offered or
sold in the United States or to any U.S. persons except pursuant to
an applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other applicable
securities laws. The New Notes have been offered only to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
and to non-U.S. persons outside the United States under Regulation S
under the Securities Act. 
This news release does not constitute a notice of redemption under
the optional redemption provision of the indenture governing the 2015
Notes, nor does it constitute an offer to sell or the solicitation of
an offer to buy any securities of Ainsworth. Nor is it an offer to
sell securities or a solicitation of an offer to buy securities in
any state or jurisdiction where prohibited by law. 
The terms and conditions of the Tender Offer and solicitation of
Consents are described in the Statement and related Consent and
Letter of Transmittal, each dated November 9, 2012, copies of which
may be obtained from Global Bondholder Services Corporation, the
depositary and information agent, at (866) 488-1500 (toll-free) or
(212) 430-3774 (collect). 
Ainsworth has engaged BofA Merrill Lynch to act as the exclusive
dealer manager and solicitation agent in connection with the Tender
Offer. Questions regarding the terms of the Tender Offer may be
directed to BofA Merrill Lynch, Liability Management, at (888)
292-0070 (toll-free) or (980) 387-3907.  
Cautionary Statement Regarding Forward-Looking Information 
Forward-looking information provided in this news release relating to
Ainsworth's expectations regarding the Tender Offer and Consent
Solicitation, the Offering and Ainsworth's future prospects and
financial position are forward-looking information within the meaning
of applicable United States securities laws and pursuant to National
Instrument 51-102 promulgated by the Canadian Securities
Administrators. Ainsworth believes that expectations reflected in
such information are reasonable, but no assurance is given that such
expectations will be correct. Forward-looking information is based on
Ainsworth's beliefs and assumptions based on information available at
the time the assumption was made and on management's experience and
perception of historical trends, current conditions and expected
further developments as well as other factors deemed appropriate in
the circumstances. Investors are cautioned that there are risks and
uncertainties related to such forward-looking information and actual
results may vary. Important factors that could cause actual results
to differ materially from those expressed or implied by such forward
looking information include, without limitation, factors detailed
from time to time in Ainsworth's periodic reports filed with the
Canadian Securities Administrators and other regulatory authorities.
The forward-looking information is made as of the date of this news
release and Ainsworth assumes no obligation to update or revise them
to reflect new events or circumstances, except as explicitly required
by securities laws.
Contacts:
Ainsworth Lumber Co. Ltd.
604-661-3200
604-661-3201 (FAX)
www.ainsworthengineered.com 
Ainsworth Lumber Co. Ltd.
Rick Eng
Vice President, Finance and Chief Financial Officer
rick.eng@ainsworth.ca
 
 
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