Norske Skog Canada gets consents from 10% noteholders

New York, March 23 - Norske Skog Canada Ltd. (Ba3/BB) said it received the necessary consents from holders of its 10% senior notes due 2009 to amend the notes' indenture as part of its previously announced tender offer for the notes and related consent solicitation.

The consent solicitation expired as scheduled at 5 p.m. ET on March 22, without extension. As of that deadline, holders had tendered $182.61 million of the notes, or 91.3% of the outstanding principal amount, along with the related consents.

Accordingly, the company has executed a ninth supplemental indenture to the notes' indenture incorporating the changes.

Norske Skog has accepted for payment all of the notes tendered prior to the early tender deadline, which coincided with the consent deadline, and has paid $192.8 million, consisting of the tender offer consideration, the consent payment and accrued interest.

The underlying tender offer for the notes meantime continues and is scheduled to conclude on April 6.

As previously announced, Norske Skog Canada, a Vancouver, B.C.,-based paper and forest products company, said on March 9 that it had begun a cash tender offer to purchase all of its $200 million of outstanding 10% senior notes due 2009, and was also soliciting noteholder consents to amend the indenture governing the notes in order to eliminate most of the principal restrictive covenants.

The company set a now-expired consent deadline of 5 p.m. ET on March 22 and said the tender offer would expire at 12:01 a.m. ET on April 6, subject to possible extension.

The company said noteholders tendering and delivering consents by the consent deadline will receive $1,053.75 per $1,000 principal amount, including a $30 consent payment.

Holders tendering after the consent date but before the tender expiration will receive $1,023.75 per $1,000 principal amount, but no consent payment.

All tendering noteholders will also receive accrued interest up to but not including the date of purchase.

The company said that holders could not tender without delivering consents or deliver consents without tendering. It said the proposed indenture amendment would require approval of holders of a majority by principal amount of the notes.

Norske Skog Canada said it plans to redeem any notes not tendered shortly after the expiration of the tender offer at a price of $1,050 per $1,000 principal amount plus accrued interest.

The company said the tender offer would be subject to various conditions, including receipt of the necessary consents and completion of the company's announced offering of $225 million 10-year senior notes (Norske Skog sold an upsized $250 million offering of 7 3/8% senior notes due 2014 on March 10).

Global Bondholder Services Corp. is the information agent (866 873-7700 or call collect 212 430-3774). Merrill Lynch & Co. and Banc of America Securities LLC are the dealer managers and solicitation agents (contact Merrill Lynch at 888 ML4-TNDR or collect at 212 449-4914, Banc of America at 888 292-0070 or collect at 704 388-9217).

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