Ainsworth Lumber 7½% noteholders give needed consents to skip offer

By Jennifer Chiou

New York, Oct. 17 - Ainsworth Lumber Co. Ltd. announced that holders of a majority of its 7½% senior secured notes due 2017 delivered consents allowing the company to avoid making a change-of-control offer for the notes.

As announced, the proposed amendments will modify some definitions contained in the note indenture so that the proposed acquisition of Ainsworth by Louisiana-Pacific Corp. and the designation by Louisiana-Pacific of members of Ainsworth's board of directors will not constitute a change of control and Ainsworth will not be required to make a change-of-control offer in connection with the acquisition.

The consent solicitation ended at 5 p.m. ET on Oct. 16.

According to a company news release, the company has entered into a supplemental indenture.

Ainsworth ran the consent solicitation at Louisiana-Pacific's request and expense.

Once the acquisition is completed, Louisiana-Pacific will guarantee the notes.

Louisiana-Pacific offered a consent fee of $2.50 per $1,000 principal amount of notes. Half of the consent fee will be paid promptly following the expiration of the consent solicitation, and the remaining 50% will be paid after the acquisition is completed. Ainsworth expects the acquisition to be completed by the end of 2013.

If, however, the final consent payment is not paid by the earlier of (i) five business days after all of the conditions to the final consent payment are satisfied or waived and (ii) June 2, 2014, the indenture will revert back to its pre-amended state, and the reversion will be retroactive as if the proposed amendments had never become operative.

Louisiana-Pacific will pay 50% of the consent payment now, and the remaining 50% will be paid promptly following the satisfaction or waiver of certain conditions.

Only holders of record as of 5 p.m. ET on Oct. 4 were eligible to deliver consents.

The solicitation agent was Goldman Sachs & Co. (212 902-6941 or 800 828-3182). The information and tabulation agent was Global Bondholder Services Corp. (212 430-3774 or 866 924-2200).

Ainsworth Lumber makes oriented strand board and is based in Vancouver, B.C. It began the solicitation on Oct. 7.

© 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.