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Published on 11/22/2010 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Clearwater Paper extends early tender date for Cellu Tissue 11½% notes

By Susanna Moon

Chicago, Nov. 22 - Clearwater Paper Corp. said it extended the early tender deadline for Cellu Tissue Holdings, Inc.'s $234,484,000 of 11½% senior secured notes due 2014.

Holders may now tender notes until 5 p.m. ET on Nov. 30 to receive the total amount. The deadline was pushed back from 5 p.m. ET on Nov. 19.

The company said it also expects to extend the tender offer, which is currently scheduled to run until 9 a.m. ET on Dec. 7. It began on Nov. 5.

Because of the delay, Clearwater said it will hold off on announcing pricing until 10 days before the new expiration time.

In September, Clearwater announced plans to issue $350 million of senior notes to help fund its acquisition of Cellu Tissue Holdings. Under the agreement, Clearwater is buying Cellu Tissue for $12 per share in cash. The transaction is valued at $502 million, including equity value of about $247 million and net debt of roughly $255 million.

As a result of the merger, Cellu Tissue will become a wholly owned subsidiary of Clearwater Paper.

The payout for the notes will be determined using the 0.875% Treasury due May 31, 2011 plus a fixed spread of 50 basis points.

The payout will include an early tender payment of $30 per $1,000 of notes for holders who tender by the early date.

The company will also pay accrued interest to the payment date.

The right to withdraw tendered notes expired at 5 p.m. ET on Nov. 19.

The notes are callable on June 1, 2011 at a redemption price of $1,115 per $1,000 principal amount.

The tender offer is conditioned on the satisfaction or waiver of some conditions, including that all conditions to the closing of the merger be satisfied. The closing of the merger is expected in the fourth quarter, subject to stockholder approval, regulatory clearances and other customary conditions.

Bank of America Merrill Lynch is the dealer manager (attn: debt advisory services at 980 388-9217 or 888 292-0070). D.F. King & Co., Inc. is the information agent (800 431-9643).

Clearwater is a Spokane, Wash.-based manufacturer of consumer tissue, bleached paperboard and wood products. Cellu Tissue is an Alpharetta, Ga.-based manufacturer of tissue products.


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