Norbord closes offering of US$240M in senior secured notes due Dec. 1, 2020, and gives notice to holders of 6.25% senior notes due 2015 and 6.25% senior secured notes due 2015 that it will redeem full US$240M principal amount outstanding on Dec. 27, 2013
November 26, 2013
– Note: Financial references in US dollars unless otherwise indicated.
Norbord Inc. (TSX: NBD, NBD.WT) today announced the closing of its offering of US$240 million in aggregate principal amount of senior secured notes (the 2020 Notes). The 2020 Notes are due December 1, 2020 and bear interest at an annual rate of 5.375%.
As previously announced, the net proceeds from this issue will be used to redeem the US$240 million of 6.25% senior notes due 2015 and 6.25% senior secured notes due 2015 (the 2015 Notes).
Today, Norbord has given notice to the registered holders of the 2015 Notes that it will redeem the full US$240 million principal amount outstanding of the 2015 Notes on December 27, 2013 (the Redemption Date). The 2015 Notes will be redeemed on the Redemption Date at a price of approximately US$1,075.05 per US$1,000 of principal amount being 100% of the principal amount of the 2015 Notes, plus the Applicable Premium plus unpaid interest thereon to the Redemption Date (the Redemption Price) using the applicable Treasury Rate (all as defined in the respective indentures for the 2015 Notes) on the date hereof. At least two business days prior to the Redemption Date, the Company may amend the Redemption Price to reflect the applicable Treasury Rate in consultation with the trustees under the indentures applicable to the 2015 Notes.
Pursuant to the terms of the indentures applicable to the 2015 Notes, the Company has today deposited with the trustees for the 2015 Notes, in trust, cash in US dollars in an amount sufficient to pay and discharge the Redemption Price (together with all applicable fees and expenses of the trustees in connection with such payment). Further, the Company has satisfied all other conditions under the terms of the indentures applicable to the 2015 Notes such that the indentures have ceased to be of further effect as to all of the 2015 Notes issued thereunder. Norbord has irrevocably instructed the trustees to pay the Redemption Price on the Redemption Date to the registered holders of the 2015 Notes. In addition, Norbord has also deposited with the trustees the regular interest coupon payment on the 2015 Notes and will direct the trustees to pay such interest coupon payment on December 15, 2013 in the normal course.
The 2020 Notes will not be qualified for distribution to the public under the securities laws of any province or territory of Canada and may not be offered or sold in Canada, directly or indirectly, other than pursuant to applicable private placement exemptions. The 2020 Notes have not and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the 2020 Notes in any jurisdiction.
Norbord Inc. is an international producer of wood-based panels with assets of $1 billion, employing approximately 1,900 people at 13 plant locations in the United States, Europe and Canada. Norbord is one of the world's largest producers of oriented strand board (OSB). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard (MDF) and related value-added products. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbols NBD and NBD.WT.