Displaying items by tag: Clearwater Paper Corporatio

Clearwater Paper Corporation has announced the pricing of $375 million principal amount of senior notes due 2018 (the "Notes"). The Notes will have an interest rate of 7 1/8% per annum and are being issued at a price equal to 100% of their face value.

The net proceeds of the offering will be used to finance in part the company's acquisition of Cellu Tissue Holdings, Inc., to refinance certain existing indebtedness of Cellu Tissue, and to pay fees and expenses incurred as part of the Notes offering, the acquisition and related transactions. The proceeds from the offering will be placed in escrow pending the closing of acquisition. The acquisition is expected to close in the fourth quarter of 2010, subject to customary closing conditions. If the acquisition is not completed, the company will be required to redeem all of the Notes. The Notes will be guaranteed by substantially all of the company's future wholly owned domestic restricted subsidiaries, including Cellu Tissue and certain of its subsidiaries upon the completion of the acquisition.

As the offering is a private placement, the Notes will be offered and sold only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933 (the "Securities Act") and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes to be offered have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements within the meaning of the Private Litigation Reform Act of 1995 as amended, including, but not limited to, statements regarding the proposed acquisition of Cellu Tissue, the offering of the Notes and the anticipated use of proceeds therefrom. These forward-looking statements are based on the Company's current expectations, estimates and assumptions 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 risk that the closing of the acquisition of Cellu Tissue may be delayed or not occur, the impact of conditions in the credit markets generally and, in particular, for companies in the markets in which the Company operates, and changes and uncertainty in the United States and international economies in which the Company and Cellu Tissue operate. For a discussion of additional factors that may cause results to differ, see the Company's public filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date thereof. The Company does not undertake to update any forward-looking statements.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Cellu Tissue intends to file with the SEC a preliminary proxy statement and a definitive proxy statement and other relevant material in connection with the proposed acquisition. The definitive proxy statement will be sent or given to the stockholders of Cellu Tissue. Before making any voting or investment decision with respect to the acquisition, investors and stockholders of Cellu Tissue are urged to read the proxy statement and the other relevant material when they become available because they will contain important information about the acquisition. The proxy statement and other relevant materials (when they become available), and any other documents filed by Cellu Tissue with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov, at Cellu Tissue's Investor Relations website at cellutissue.com/investor (click "SEC filings") or from Cellu Tissue by contacting Investor Relations by mail at 1855 Lockeway Drive, Suite 501, Alpharetta, Georgia 30004, Attention: Investor Relations, or by telephone at (678) 393-2651.

PARTICIPANTS IN SOLICITATION

Clearwater Paper and Cellu Tissue and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Cellu Tissue stockholders in connection with the proposed acquisition. Information about Clearwater Paper's directors and executive officers is set forth in Clearwater Paper's proxy statement on Schedule 14A filed with the SEC on March 29, 2010 and its Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on February 26, 2010. Information about Cellu Tissue's directors and executive officers is set forth in its proxy statement on Schedule 14A filed with the SEC on June 25, 2010. Additional information regarding the interests of participants in the solicitation of proxies in connection the acquisition will be included in the proxy statement that Cellu Tissue intends to file with the SEC.

SOURCE: Clearwater Paper Corporation

Clearwater Paper Corporation has announced a proposed offering of $350 million aggregate principal amount of senior notes due 2018.

The net proceeds of the offering will be used to finance in part the Company's acquisition of Cellu Tissue Holdings, Inc., to refinance certain existing indebtedness of Cellu Tissue, and to pay fees and expenses incurred as part of the notes offering, the acquisition and related transactions.

As the offering is a private placement, the notes will be offered and sold only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933 (the "Securities Act") and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The notes to be offered have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the notes nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements within the meaning of the Private Litigation Reform Act of 1995 as amended, including, but not limited to, statements regarding the acquisition of Cellu Tissue, the proposed offering of the notes and the anticipated use of proceeds therefrom. These forward-looking statements are based on the Company's current expectations, estimates and assumptions 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 risk that the closing of the acquisition of Cellu Tissue Holdings, Inc. may be delayed or not occur, the impact of conditions in the credit markets generally and, in particular, for companies in the markets in which the Company operates, and changes and uncertainty in the United States and international economies in which the Company and Cellu Tissue operate. For a discussion of additional factors that may cause results to differ, see the Company's public filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date thereof. The Company does not undertake to update any forward-looking statements.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Cellu Tissue intends to file with the SEC a preliminary proxy statement and a definitive proxy statement and other relevant material in connection the merger. The definitive proxy statement will be sent or given to the stockholders of Cellu Tissue. Before making any voting or investment decision with respect to the merger, investors and stockholders of Cellu Tissue are urged to read the proxy statement and the other relevant material when they become available because they will contain important information about the merger. The proxy statement and other relevant materials (when they become available), and any other documents filed by Cellu Tissue with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov, at Cellu Tissue's Investor Relations website at cellutissue.com/investor (click "SEC filings") or from Cellu Tissue by contacting Investor Relations by mail at 1855 Lockeway Drive, Suite 501, Alpharetta, Georgia 30004, Attention: Investor Relations, or by telephone at (678) 393-2651.

PARTICIPANTS IN SOLICITATION

Clearwater Paper and Cellu Tissue and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Cellu Tissue stockholders in connection with the merger. Information about Clearwater Paper's directors and executive officers is set forth in Clearwater Paper's proxy statement on Schedule 14A filed with the SEC on March 29, 2010 and its Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on February 26, 2010. Information about Cellu Tissue's directors and executive officers is set forth in its proxy statement on Schedule 14A filed with the SEC on June 25, 2010. Additional information regarding the interests of participants in the solicitation of proxies in connection the merger will be included in the proxy statement that Cellu Tissue intends to file with the SEC.

For additional information on Clearwater Paper, please visit our website at www.clearwaterpaper.com.

Clearwater Paper Corporation announced that its board of directors has approved plans to build a Through-Air-Dried (TAD) paper machine and seven converting lines capable of producing ultra grades of private label tissue products. Final site selection for the South-eastern United States facility is underway.

"After a thorough analysis of the anticipated costs and returns from a new paper machine, the company is moving forward with construction of a 200-inch (5.1 m) TAD tissue machine, together with a total of seven converting lines," said Gordon Jones, Chairman, President and CEO. "Our estimates, which include strong incentive packages offered by competing states, put the projected returns for this project at approximately twice our cost of capital, which we expect to result in long-term value for the company."

As part of its stated growth strategy, Clearwater Paper is pursuing investment in its consumer products tissue business, specifically to expand the company's geographic reach to best serve existing and new customers on the East Coast. The total cost for the new facility is expected to be approximately $260-280 million, which includes the two new converting lines previously announced in February 2010.

The total cost figure includes the paper machine, seven converting lines, buildings to house the paper machine and converting lines and land. The company expects to fund the project primarily with existing cash on the balance sheet and future cash flow from operations. It is expected that capital will be deployed over the next five years, with approximately 80% to be split evenly between 2011 and 2012.

"The new facility is expected to employ up to 250 full-time employees and will increase our ultra quality tissue offering to include TAD bathroom tissue," said Bob DeVleming, Vice President, Consumer Products Division. "By adding additional TAD technology, we can drive growth in this segment while effectively competing with ultra quality branded products in the tissue and towel segments of the market. We believe that strengthening our product offering will provide us a significant advantage in the marketplace."

The company intends to break ground during the third quarter of this year. Build-out and start-up for the converting lines will come in phases, with the first two lines expected to begin production during the second half of 2011. The paper machine is expected to take two years to build from completion of engineering, and we anticipate beginning production on the machine in the second half of 2012. At full production capacity the facility will produce approximately 10 million cases or 70,000 tons of bathroom tissue and household towels annually.

Clearwater Paper manufactures quality consumer tissue, bleached paperboard and wood products at six facilities across the country. The company is a premier supplier of private label tissue to major retail grocery chains, and also produces bleached paperboard used by quality-conscious printers and packaging converters. Clearwater Paper's 2400 employees build shareholder value by developing strong customer partnerships through quality and service.

Spring Investor Conference: Clearwater Paper has also announced that Gordon Jones and Linda Massman, Vice President and CFO, were to present at the Stephens Inc 2010 Spring Investor Conference in New York on 25 May 2010. A live audio webcast of the presentation and slide materials to be used in connection with the presentation will be accessible via Clearwater Paper's Investor Relations section of the company's website at http://ir.clearwaterpaper.com/events.cfm. An audio replay of the webcast will be available at the site for 90 days.

source: tissue world