AbitibiBowater announces private debt exchange offer for $496 million of debt securities
ABH (TSX, NYSE)
US$
MONTREAL, March 10 /CNW Telbec/ - AbitibiBowater Inc. ("ABH") announced
today the commencement of private offers to exchange any and all of the
following notes (together, the "old notes") in a private placement for a
combination of cash and new 15.0% Senior Notes due 2010 (the "new notes") to
be issued by Abitibi-Consolidated Company of Canada ("ACCC").
Old notes include:- 6.95% Senior Notes due 2008 of Abitibi-Consolidated Inc. ("ACI"), a
wholly-owned subsidiary of ABH;
- 5.25% Senior Notes due 2008 of ACCC, a wholly-owned subsidiary of
ACI; and
- 7.875% Senior Notes due 2009 of Abitibi-Consolidated Finance L.P.
("ACF"), a wholly-owned subsidiary of ACI.
The exchange offers are being made only to qualified institutional buyers
and institutional accredited investors inside the United States and to certain
non-U.S. investors located outside the United States ("eligible holders").
Each exchange offer will expire at 11:59 p.m., New York City time, on
April 4, 2008, unless extended. Eligible holders who validly tender and do not
withdraw their old notes on or prior to 5:00 p.m., New York City time, on
March 26, unless extended (the "consent payment deadline"), will also receive
additional cash payments in lieu of a portion of the new notes.
The cash to be paid and principal amount of new notes to be issued to
eligible holders for each $1,000 principal amount, or principal amount at
maturity, as applicable, of old notes accepted in exchange as well as the cash
to be paid to eligible holders who validly tender their old notes on or prior
to the consent payment deadline is set forth in the table below.
The Company is also soliciting consents to amend the supplemental
indentures governing the old notes and agreement from the holders of the old
notes not to exercise any remedies under the old notes or their respective
supplemental indentures until April 8, 2008.
-------------------------------------------------------------------------
Consideration per $1,000 principal amount
of old notes exchanged
-------------------------------------------------------------------------
If Tendered If Tendered
By the Consent After the Consent
Payment Deadline Payment Deadline
-------------------------------------------------------------------------
Principal Principal
Amount Amount
Title of Aggregate of new of new
old notes Principal notes notes
to be CUSIP Amount to be Cash to be Cash
exchanged No. Outstanding Issued Payment Issued Payment
-------------------------------------------------------------------------
6.95% 003924AA5 $195,612,000 $500.00 $500.00 $600.00 $400.00
Senior
Notes
due
2008
-------------------------------------------------------------------------
5.25% 003669AB4 $150,000,000 $500.00 $500.00 $600.00 $400.00
Senior
Notes
due
2008
-------------------------------------------------------------------------
7.875% 003672AA0 $150,000,000 $750.00 $250.00 $850.00 $150.00
Senior
Notes
due
2009
-------------------------------------------------------------------------
-------------------------------------------------------------------------The purpose of these private exchange offers is to improve ABH's
financial flexibility by extending the maturities of its overall indebtedness
and reducing the amount of its outstanding indebtedness with maturities in
2008 and 2009.
Tendered old notes may be validly withdrawn at any time prior to
5:00 p.m., New York City time, on March 26, 2008. Old notes tendered after the
consent payment deadline may not be withdrawn.
Each of the exchange offers is conditioned upon, among other things,
there being validly tendered and not withdrawn prior to the expiration of the
exchange offers at least 90% principal amount of each series of old notes
tendered into the exchange.
ACCC will enter into a registration rights agreement pursuant to which it
will agree to file an exchange offer registration statement with the
Securities and Exchange Commission with respect to the new notes.
The new notes will be senior unsecured obligations of ACCC, and will be
guaranteed by ACI and ACF (they will not be guaranteed by ABH), ranking equal
in right of payment with old notes not tendered in the exchange offers. The
new notes will mature on July 15, 2010, and will bear interest at a rate per
annum equal to 15.0%. Interest on the new notes will be payable on July 15 and
January 15 of each year, beginning on July 15, 2008. The other terms of the
new notes will be substantially similar to the terms of the 5.25% Senior Notes
due 2008 of ACCC, except that the new notes will be guaranteed by ACI and
certain subsidiaries and affiliates of ACI. The new notes have not been and
will not be registered under the Securities Act or any state securities laws,
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements, and will therefore be
subject to substantial restrictions on transfer.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such offering,
solicitation or sale would be unlawful.
About AbitibiBowater
--------------------
AbitibiBowater produces a wide range of newsprint, commercial printing
papers, market pulp and wood products. It is the eighth largest publicly
traded pulp and paper manufacturer in the world. Following the required
divestiture agreed to with the U.S. Department of Justice, AbitibiBowater will
own or operate 27 pulp and paper facilities and 35 wood products facilities
located in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, AbitibiBowater is also among
the world's largest recyclers of newspapers and magazines, and has more
third-party certified sustainable forest land than any other company in the
world. AbitibiBowater's shares trade under the stock symbol ABH on both the
New York Stock Exchange and the Toronto Stock Exchange.
Forward-Looking Statements
--------------------------
Statements in this press release that are not reported financial results
or other historical information are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. They include,
for example, statements about Abitibi-Consolidated's refinancing plans, the
terms of the exchange offer and the timeframe for its completion.
Forward-looking statements may be identified by the use of forward-looking
terminology such as the words "expect," "plans," "intend," "may," "will," and
other terms with similar meaning indicating possible future events or
potential impact on the business or other stakeholders of AbitibiBowater and
its subsidiaries.
The reader is cautioned not to place undue reliance on these
forward-looking statements, which are not guarantees of future performance.
These statements are based on management's current assumptions, beliefs and
expectations, all of which involve a number of business risks and
uncertainties that could cause actual results to differ materially. These
risks and uncertainties include, but are not limited to, the ability to obtain
additional new financing on terms satisfactory to AbitibiBowater and
Abitibi-Consolidated or at all, the condition of the U.S. credit markets
generally and worsening industry conditions. Additional factors are detailed
from time to time in AbitibiBowater's filings with the Securities and Exchange
Commission (SEC) and the Canadian securities regulatory authorities, including
those factors contained in AbitibiBowater's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2007, and in AbitibiBowater's
registration statement on Form S-3 filed with the SEC on October 29, 2007,
each under the caption "Risk Factors." All forward-looking statements in this
news release are expressly qualified by information contained in
AbitibiBowater's filings with the SEC and the Canadian securities regulatory
authorities. AbitibiBowater disclaims any obligation to update or revise any
forward-looking information.
