This news release is not an offer to purchase or sale or a solicitation
of an offer to purchase or sell securities in the United States. The
securities have not been registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and may not be offered or sold
in the United States absent registration or an exemption from
registration under the Securities Act. The Company does not intend to
register any part of the offering in the United States or to conduct a
public offering of securities in the United States.
Nothing in this announcement constitutes an offer of securities for sale
in any jurisdiction where it is unlawful to do so.
TORONTO, June 24 /PRNewswire-FirstCall/ - Sino-Forest Corporation (TSX: TRE.TO) today announced that it has commenced an exchange offer whereby Sino-Forest has offered to exchange, subject to certain conditions, any and all of its outstanding US$300,000,000 9.125% guaranteed senior notes due 2011 (the "2004 Senior Notes") currently held by holders (i) in the United States, that are "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act of 1933 (the "US Securities Act") and (ii) outside the United States, that are persons other than "U.S. persons" as defined in Rule 902 and in compliance with Regulation S under the US Securities Act for up to US$300,000,000 10.25% new guaranteed senior notes due 2014 (the "Exchange Notes"). The purpose of the exchange offer is to extend the maturity profile of Sino-Forest's long-term debt, as well as to relax certain restrictive covenants.
The exchange will involve $1,000 worth of Exchange Notes being issued by Sino-Forest for $1,000 worth of 2004 Senior Notes in accordance with the procedures outlined in an exchange offer memorandum dated June 24, 2009. The Exchange Notes shall bear interest at a rate of 10.25% per annum, payable semi-annually and shall mature five years from the date of issuance. The Exchange Notes will rank pari passu with any 2004 Senior Notes that are not tendered pursuant to the exchange offer. Certain of Sino-Forest's subsidiaries will guarantee the obligations under the Exchange Notes and the capital stock of certain of Sino-Forest's subsidiaries will be pledged as collateral for Sino-Forest's obligations under the Exchange Notes.
The exchange offer expires at 11:59 p.m., New York City time, on July 22, 2009. 2004 Senior Notes tendered by 5:00 p.m., New York City time, on July 8, 2009 will receive an early tender payment of US$20 per US$1,000 principal amount of validly tendered and accepted 2004 Senior Notes.
Concurrently under a separate consent solicitation statement, Sino-Forest is also seeking for consents from all holders of 2004 Senior Notes to amend certain of the provisions of the indenture governing the 2004 Senior Notes. These amendments, if approved and effected, would result in the 2004 Senior Notes having substantially the same terms as the Exchange Notes, in particular with respect to restrictive covenants related to incurrence of indebtedness and the making of restricted payments. The amended 2004 Senior Notes, however, would continue to have the same maturity date, principal amount, interest rate, security and redemption rights. The consummation of the exchange offer and the consent solicitation are not conditioned upon each other. However, if both transactions are consummated and effected, 2004 Senior Notes that are not tendered and accepted pursuant to the Exchange Offer will be subject to such amendments pursuant to the consent solicitation. Each eligible holder of 2004 Senior Notes that consents to the proposed amendments will receive, if accepted by Sino-Forest, a consent payment of US$10 per US$1,000 principal amount of 2004 Senior Notes.
The Exchange Offering Memorandum being delivered to eligible holders of the 2004 Senior Notes and the Consent Solicitation Statement being delivered to all holders of 2004 Senior Notes will be available on SEDAR at www.sedar.com.
About Sino-Forest Corporation
Sino-Forest Corporation (the "Company") is a leading commercial forest plantation operator in China. Its principal businesses include the ownership and management of forest plantation trees, the sale of standing timber and wood logs, and the complementary manufacturing of downstream engineered-wood products. The Company's common shares have traded on the Toronto Stock Exchange under the symbol TRE since 1995.
Please note: This press release contains projections and forward-looking statements regarding future events. Such forward-looking statements are not guarantees of future performance of the Company and are subject to risks and uncertainties that could cause actual results and company plans and objectives to differ materially from those expressed in the forward-looking statements. Such risks and uncertainties include, but not limited to, changes in China and international economies; changes in currency exchange rates; changes in worldwide demand for the Company's products; changes in worldwide production and production capacity in the forest products industry; competitive pricing pressures for the Company's products and changes in wood and timber costs.
The Exchange Offer is subject to offer and distribution restrictions in, among other countries, the United States, the Republic of Italy, Belgium, Canada, the European Economic Area, France, Germany, Hong Kong, Switzerland, the United Kingdom and Singapore.
This announcement does not constitute an offer or an invitation to participate in the Exchange Offer in any jurisdiction in or from which, or to any person to whom, it is unlawful to make such offer or invitation under applicable laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Company and the Dealer Manager and Solicitation Agent to inform themselves about, and to observe, any such restrictions.
SOURCE Sino-Forest Corporation
158.94 (1.43%)
