TORONTO, June 19, 2019 /PRNewswire/ - Norbord Inc.
("Norbord" or the "Company") (TSX and NYSE: OSB) today announced
that it has priced its offering of US$350
million in aggregate principal amount of senior secured
notes (the "Notes") at par. The Notes will be due 2027 and
will bear interest at an annual rate of 5.750%. The Company
expects to close the offering of the Notes on June 24, 2019, subject to the satisfaction of
customary closing conditions.
As previously announced, the Notes will rank pari passu
with the Company's existing 5.375% Senior Secured Notes due 2020
(the "2020 Notes") and 6.250% Senior Secured Notes due
2023 and committed revolving bank lines. The Notes were
offered by a syndicate of initial purchasers by way of a private
placement under applicable securities laws.
Norbord intends to use the net proceeds from this offering to
redeem for cash all of the outstanding 2020 Notes, including the
associated "make-whole" premium required for such redemption,
issued pursuant to a trust indenture ("2020 Note Indenture") in
accordance with the terms and conditions of the 2020 Note
Indenture. Any remaining net proceeds may be used for share
repurchases, subject to market conditions, as well as other general
corporate purposes including, but not limited to, capital
expenditures, dividends, investment in operating working capital
and repayment of drawings under the Company's revolving bank lines
and/or accounts receivable securitization program.
The 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 Notes have not and will not be 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
applicable exemption from the registration requirements of the
Securities Act. The Notes and related guarantees are being
offered in a private placement, solely to persons reasonably
believed to be qualified institutional buyers in reliance on Rule
144A under the Securities Act, or outside the United States to persons other than "U.S.
persons" in compliance with Regulation S under the Securities Act.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes in any jurisdiction, or
an offer to purchase, the solicitation of an offer to sell, or a
notice to redeem any 2020 Notes. The press release is being issued
pursuant to and in accordance with Rule 135c under the Securities
Norbord Inc. is a leading global manufacturer of wood-based
panels and the world's largest producer of oriented strand board
("OSB"). In addition to OSB, Norbord manufactures
particleboard, medium density fibreboard and related value-added
products. Norbord has assets of approximately US$1.9 billion and employs approximately 2,700
people at 17 plant locations in the
United States, Canada and
Europe. Norbord is a publicly traded company listed on the
Toronto Stock Exchange and the New York Stock Exchange under the
This news release contains forward-looking statements, as
defined by applicable securities legislation, including statements
related to our strategy, projects, plans, future financial or
operating performance and other statements that express
management's expectations or estimates of future performance,
including those regarding the offering of Notes and the
anticipated use of proceeds therefrom. Often, but not
always, forward-looking statements can be identified by the use of
words such as "set up," "on track," "expect," "estimate,"
"forecast," "target," "outlook," "schedule," "represent,"
"continue," "intend," "should," "would," "could," "will," "can,"
"might," "may," and other expressions which are predictions of or
indicate future events, trends or prospects and which do not relate
to historical matters identify forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Norbord to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements.
Although Norbord believes it has a reasonable basis for
making these forward-looking statements, readers are cautioned not
to place undue reliance on such forward-looking information. By its
nature, forward-looking information involves numerous assumptions,
inherent risks and uncertainties, both general and specific, which
contribute to the possibility that the predictions, forecasts and
other forward-looking statements will not occur. Factors that could
cause actual results to differ materially from those contemplated
or implied by forward-looking statements include: assumptions in
connection with the economic and financial conditions in the US,
Europe, Canada and globally; risks inherent to product
concentration and cyclicality; effects of competition and product
pricing pressures; risks inherent to customer dependence; effects
of variations in the price and availability of manufacturing
inputs, including continued access to fibre resources at
competitive prices; availability of rail services and port
facilities; various events that could disrupt operations, including
natural or catastrophic events and ongoing relations with
employees; impact of changes to, or non-compliance with,
environmental regulations; impact of any product liability claims
in excess of insurance coverage; risks inherent to a capital
intensive industry; impact of future outcomes of tax exposures;
potential future changes in tax laws; effects of currency exposures
and exchange rate fluctuations; future operating costs,
availability of financing, impact of future cross-border trade
rulings or agreements; ability to implement new or upgraded
information technology infrastructure; impact of information
technology service disruptions or failures; and other risks and
factors described from time to time in filings with Canadian
securities regulatory authorities.
Except as required by applicable law, Norbord does not
undertake to update any forward-looking statements, whether written
or oral, that may be made from time to time by, or on behalf of,
the Company, whether as a result of new information, future events
or otherwise, or to publicly update or revise the above list of
factors affecting this information. See the "Caution Regarding
Forward-Looking Information" statement in the January 31, 2019 Annual Information Form and the
cautionary statement contained in the "Forward-Looking Statements"
section of the 2018 Management's Discussion and Analysis dated
January 31, 2019 and Q1 2019
Management's Discussion and Analysis dated May 1, 2019.
SOURCE Norbord Inc.