Ainsworth starts tender offer, consent solicitation for 7½% notes

New York, April 1 – Norbord Inc. and subsidiary Ainsworth Lumber Co. Ltd. announced that Ainsworth has begun a tender offer and consent solicitation for Ainsworth’s 7½% senior secured notes due 2017.

The company is offering $1,042.50 per $1,000 principal amount of the notes, a price which includes an early tender payment of $30.00 per $1,000 that will only be paid to those who tender and deliver consents by 5 p.m. ET on April 15.

Holders who tender after that date but before the expiration of 12 a.m. ET on April 30 will receive $1,012.50 per $1,000 principal amount.

Ainsworth will also pay accrued interest up to but excluding the payment date.

Settlement for notes tendered by the early deadline is expected to be made “promptly” after that time.

The consent solicitation is to amend the note indenture in order to eliminate substantially all of the restrictive covenants, eliminate or modify certain 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.

Completion of the tender is subject to conditions, including Norbord raising at least $315 million of new debt and amendment of the indenture. Norbord announced a note offer of that size on Wednesday morning.

RBC Capital Markets, LLC is dealer manager and solicitation agent (877 381-2099 or 212 618-7822). Global Bondholder Services Corp. is information agent and tender agent (866 807-2200 or 212 430-3774).

Norbord and Ainsworth also announced Wednesday morning that they had completed their all-stock merger, making Ainsworth a wholly owned subsidiary of Norbord.

“Norbord will be a leading global wood products company, active on three continents and with more than $1.6 billion in sales in 2014,” Peter Wijnbergen, president and chief executive officer, said in a news release.

Norbord is a Toronto-based manufacturer of wood-based panels and oriented strand board.

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