Clearwater Paper Corp.has announced that it entered into an accelerated stock buyback agreement ("ASB agreement") with Goldman, Sachs & Co. to repurchase an aggregate of $50 million of Clearwater Paper common stock. The company will acquire the common shares pursuant to the ASB agreement as part of its $100 million stock repurchase program. This program, which was announced on January 17, 2013, in conjunction with the sale of $275 million of 4.5% senior notes by the company, is targeted to be completed in 2013. The remainder of the repurchases under this program may be made, at management's discretion, in both public market and private transactions, are subject to certain limitations, and may include the use of derivative contracts or additional structured share repurchase agreements.
Under the ASB agreement, the company will pay $50 million to Goldman, Sachs & Co. and will receive a majority of the shares underlying the ASB agreement, from Goldman, Sachs & Co. on March 6, 2013. The remaining shares to be repurchased under the ASB agreement, if any, will be based generally on the daily volume-weighted average price of Clearwater Paper common stock during the term of the ASB agreement.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the aggregate dollar value of shares authorized to be repurchased pursuant to the stock repurchase program, the execution period for the stock repurchase program, and the manner in which stock repurchases may be conducted. These forward-looking statements are based on current expectations, estimates, assumptions and projections 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 company's ability to generate cash; fluctuations and volatility in the company's stock price; the company's execution of, and realization of the benefits from, its TAD tissue expansion strategy; market acceptance of and competitive pricing pressure for the company's products; increased market supply of TAD tissue products; changes in transportation costs and disruptions in transportation services; changes in raw material, maintenance and energy costs; changes in the cost and availability of wood fiber and wood pulp; loss of a large customer; customers' product preferences; changes in the United States and international economies; changes in expenses and required contributions associated with the company's pension plans; cyclical industry conditions; changes in the Alternative Fuel Mixture Tax Credit or Cellulosic Biofuel Producer Credit regulations and the company's eligibility for such tax credits; environmental liabilities or expenditures; unanticipated manufacturing disruptions; changes in general and industry-specific laws and regulations; labor disruptions; and other risks and uncertainties described from time to time in the company's public filings with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this press release and the company does not undertake to update any forward-looking statements.
Clearwater Paper Corporation