SPOKANE, Wash., Oct 08, 2010 (BUSINESS WIRE) -- Clearwater Paper Corporation (NYSE: CLW) today announced a
proposed offering of $350 million aggregate principal amount of senior
notes due 2018.
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.
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 acquisition of
Cellu Tissue, the proposed 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 Holdings, Inc. 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 the merger. 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 merger, 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 merger. 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 merger.
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 merger
will be included in the proxy statement that Cellu Tissue intends to
file with the SEC.
For additional information on Clearwater Paper, please visit our
website at www.clearwaterpaper.com.
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