Ainsworth Lumber tenders for remaining 13 7/8%, 12½% notes

New York, Feb. 17 - Ainsworth Lumber Co. Ltd. (B3) said that it has begun tendering for all of its outstanding 13 7/8% senior secured notes due 2007 and 12½% senior secured notes due 2007, and is soliciting noteholder consents to proposed changes in the notes' indentures.

The company set a consent deadline of 12 a.m. ET on Feb. 27, and said the tender offer would expire at 12 a.m. ET on March 16, with both deadlines subject to possible extension.

The company said it is tendering for all $89.085 million of the 13 7/8% notes outstanding (out of $95 million issued in December 2001) and for all $184.6 million of the 12½% notes outstanding (out of $225 million issued in July 1997).

The tender offer follows a previously announced partial tender offer for those notes, which is being conducted - via different dealer-managers - under an excess-cash provision of the notes' indentures. That earlier tender offer remains in effect and is scheduled to expire at 5 p.m. ET on Feb. 26. Essentially, noteholders will have a choice as to which offer to tender into, with the new tender offer taking out any notes remaining outstanding after the conclusion of the earlier tender offer.

Under terms of the new tender offer, Ainsworth will pay to holders who tender by the consent deadline $1,168.75 per $1,000 principal amount of 13 7/8% notes and $1,275 per $1,000 principal amount of 12½% notes. The consent solicitation is to eliminate substantially all of the covenants and certain events of default, and discharge and release the related security documents. The totals include a $20 per $1,000 consent payment.

Holders tendering their notes after the consent deadline but before the offer expiration will receive $1,148.75 per $1,000 principal amount of 13 7/8% notes and $1,255 per $1,000 principal amount of 12½% notes, but no consent payment.

Ainsworth Lumber said that it plans to fund the tender offer and consent solicitation for the notes using the anticipated proceeds from the upcoming sale of up to $200 million of new senior notes, as well as excess cash on its balance sheet. The tender offer is conditional on the completion of the offering of the new senior notes.

As previously announced, Ainsworth Lumber, a Vancouver, B.C.-based forest products firm, began tendering for up to $53.625 million total principal amount of its 13 7/8% and 12½% notes, at a purchase price of $1,060 per $1,000 principal amount. The company said that it is required by the terms of the respective indentures governing the notes to make offers to purchase those securities should it have a specified amount of excess cash (as defined in the indentures) at the end of a fiscal quarter.

In its announcement on Feb. 6, Ainsworth said this earlier tender offer for both series of notes had been extended to 5 p.m. ET on Feb. 26, from the previous deadline of 5 p.m. ET on Feb. 5.

Questions regarding the offer to purchase the 13 7/8% notes that expires on Feb. 26 should be directed to The Bank of Nova Scotia Trust Co. of New York at (212) 225-5427. Questions regarding the offer to purchase the 12½% notes that expires on Feb. 26 should be directed to The Bank of New York at (212) 815-3738.

Goldman, Sachs & Co. is the dealer manager and solicitation agent for the tender offer for the remaining notes (800 828-3182 or collect at 212-357-3019). The information agent for the new tender offer and consent solicitation is Global Bondholder Services Corp. (866 389-1500 or call collect 212 430-3774).

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.