SPOKANE, Wash., Oct 13, 2010 (BUSINESS WIRE) -- Clearwater Paper Corporation (NYSE: CLW) today announced the
pricing of $375 million principal amount of senior notes due 2018 (the
"Notes"). The Notes will have an interest rate of 7 1/8% per annum and
are being issued at a price equal to 100% of their face value.
The net proceeds of the offering will be used to finance in part the
company's acquisition of Cellu Tissue Holdings, Inc., to refinance
certain existing indebtedness of Cellu Tissue, and to pay fees and
expenses incurred as part of the Notes offering, the acquisition and
related transactions. The proceeds from the offering will be placed in
escrow pending the closing of acquisition. The acquisition is expected
to close in the fourth quarter of 2010, subject to customary closing
conditions. If the acquisition is not completed, the company will be
required to redeem all of the Notes. The Notes will be guaranteed by
substantially all of the company's future wholly owned domestic
restricted subsidiaries, including Cellu Tissue and certain of its
subsidiaries upon the completion of the acquisition.
As the offering is a private placement, the Notes will be offered and
sold only to qualified institutional buyers in reliance on Rule 144A
under the Securities Act of 1933 (the "Securities Act") and to certain
non-U.S. persons in transactions outside the United States in reliance
on Regulation S under the Securities Act. The Notes to be offered have
not been registered under the Securities Act or any state securities
laws and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the Notes nor shall there be any
sale of the Notes in any jurisdiction in which such offer, solicitation
or sale would be unlawful.
This press release contains information about pending transactions, and
there can be no assurance that these transactions will be completed.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements within
the meaning of the Private Litigation Reform Act of 1995 as amended,
including, but not limited to, statements regarding the proposed
acquisition of Cellu Tissue, the offering of the Notes and the
anticipated use of proceeds therefrom. These forward-looking statements
are based on the Company's current expectations, estimates and
assumptions that are subject to change, and actual results may differ
materially from the forward-looking statements. Factors that could cause
actual results to differ materially include, but are not limited to, the
risk that the closing of the acquisition of Cellu Tissue may be delayed
or not occur, the impact of conditions in the credit markets generally
and, in particular, for companies in the markets in which the Company
operates, and changes and uncertainty in the United States and
international economies in which the Company and Cellu Tissue operate.
For a discussion of additional factors that may cause results to differ,
see the Company's public filings with the Securities and Exchange
Commission. These forward-looking statements speak only as of the date
thereof. The Company does not undertake to update any forward-looking
statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Cellu Tissue intends to file with the SEC a preliminary proxy statement
and a definitive proxy statement and other relevant material in
connection with the proposed acquisition. The definitive proxy statement
will be sent or given to the stockholders of Cellu Tissue. Before making
any voting or investment decision with respect to the acquisition,
investors and stockholders of Cellu Tissue are urged to read the proxy
statement and the other relevant material when they become available
because they will contain important information about the acquisition.
The proxy statement and other relevant materials (when they become
available), and any other documents filed by Cellu Tissue with the SEC,
may be obtained free of charge at the SEC's website at www.sec.gov,
at Cellu Tissue's Investor Relations website at cellutissue.com/investor
(click "SEC filings") or from Cellu Tissue by contacting Investor
Relations by mail at 1855 Lockeway Drive, Suite 501, Alpharetta, Georgia
30004, Attention: Investor Relations, or by telephone at (678) 393-2651.
PARTICIPANTS IN SOLICITATION
Clearwater Paper and Cellu Tissue and their respective directors and
executive officers may be deemed to be participants in the solicitation
of proxies from Cellu Tissue stockholders in connection with the
proposed acquisition. Information about Clearwater Paper's directors and
executive officers is set forth in Clearwater Paper's proxy statement on
Schedule 14A filed with the SEC on March 29, 2010 and its Annual Report
on Form 10-K for the year ended December 31, 2009 filed with the SEC on
February 26, 2010. Information about Cellu Tissue's directors and
executive officers is set forth in its proxy statement on Schedule 14A
filed with the SEC on June 25, 2010. Additional information regarding
the interests of participants in the solicitation of proxies in
connection the acquisition will be included in the proxy statement that
Cellu Tissue intends to file with the SEC.
SOURCE: Clearwater Paper Corporation
Clearwater Paper Corporation
News media:
Matt Van Vleet, 509-344-5912
or
CFO:
Linda Massman, 509-344-5905
or
Investors:
IR Sense
Sean Butson, 509-344-5906
Copyright Business Wire 2010