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Norske Skog launches exchange offer to all holders of 2016 and 2017 notes
Norske Skog is launching an offer (i) to holders of the senior notes due in 2016 for new unsecured notes due in June 2019 and (ii) to holders of the senior notes due in 2017 into a mix of new unsecured notes due in June 2026 and perpetual notes. Concurrently, Norske Skog is soliciting consents of holders of the 2016, 2017, 2021 and 2023 notes to amend the terms and conditions of their existing notes. The purpose is to achieve a maturity extension, debt reduction and one common governing law of the group's international bond loans.
- A successful completion of the transactions would materially strengthen our medium-term capital structure by realizing immediate de-leveraging, substantially improve our equity position, reduce the cash interest level and extend material debt maturities. The sharp weakening of the Norwegian krone has increased the net interest bearing debt and squeezed our book equity to an unacceptable level. If the transaction is successfully completed, we can avoid a comprehensive balance sheet restructuring in the foreseeable future, said Mr. Sven Ombudstvedt, President and CEO of Norske Skog.
The new unsecured notes, due 2019 and 2026, offered as exchange consideration will be as on materially the same terms as those applying to the existing 2017 notes. The perpetual notes will receive a cash interest of 2%, which can be deferred in whole or in part, with maturity in December 2114.
The new unsecured notes due in June 2019 and June 2026 will, as with the existing 2016 and 2017 notes rank junior to the EUR 290 million senior secured notes (SSN) due in December 2019, and the EUR 159 million 2021 and the USD 61 million 2023 senior guaranteed unsecured notes. There is no pre-arranged liquidity facility available to fund any repayment of 2016 or 2017 notes held by investors who choose not to participate in the transaction. The transaction has not been pre-marketed. The exchange offer and consent solicitation is open for 20 business days and will expire on Wednesday 16 December.
Norske Skog has encountered an exceedingly more challenging operating environment in 2015 than envisaged at the beginning of the year. European newsprint prices declined by close to 15% during the second quarter following a fight for market share. In Asia, newsprint prices are historically low, creating a significant challenge for the Australasian business, as lower domestic demand cannot be exported at meaningful margins. The outlook for 2016 is for an improved pricing environment; however, the lost contribution in 2015 is unlikely to be compensated in the first half of 2016.
A successful exchange will protect the value for all stakeholders by creating an opportunity for the group to benefit from an expected cyclical uptick and enable further work to restructure and consolidate the European publication paper industry. An unsuccessful exchange would raise the prospect for implementation of a contingency plan with SSN and exchange bondholders. Such an outcome would likely result in a comprehensive balance sheet restructuring and a significant or total loss in value for 2016 and 2017 notes.
- We believe that the successful completion of the transaction will protect value for all our stakeholders. We believe to be in a better cost position than before, due to continued cost reduction programmes, lower oil and energy prices and better economies of scale at our remaining mills. We further continuously adapt our production portfolio to market needs. The growth investments beyond paper are on track and will contribute to gross operating earnings already from 2016, explained Mr. Ombudstvedt.
In relation to the exchange offer, Norske Skog's management will be available for one-to- one meetings towards the end of next week in London with holders of the 2016 and 2017 notes and host meetings in New York in week 50. There will also be arranged group lunch meetings open for all investors. If you are a holder of 2016 or 2017 notes requesting a one-to-one meeting, or if you would like to attend an investor lunch, please register via e-mail to:
[email protected].
For further information on the details of the exchange and consent solicitation offer, please see the attached offer release announcement. Copies of the Exchange Offer and Consent Solicitation Memorandum are available for eligible holders of 2016 and 2017 notes from the Exchange and Tabulation Agent, Lucid Issuer Service (for information by telephone: +44 20 7704 0880; Attention: Thomas Choquet/Yves Theis; Email:
[email protected]). A separate stock exchange release will be available on
NewsWeb under the Norske Skogindustrier ASA ticker "NSG" (IssuerID).
This information is not for distribution in the United States and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Norske Skog
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