Tembec Completes US$1.2 Billion Recapitalization and Senior Debt Refinancing

On February 29, 2008, Canadian forest products company Tembec Inc. and its subsidiaries (“Tembec”) completed a US$1.2 billion recapitalization transaction under the Canada Business Corporations Act. The transaction involved the conversion of US$1.2 billion of debt into new equity and warrants and the implementation of a new US$300 million credit facility. Under the CBCA plan of arrangement, noteholders exchanged their notes for recapitalized equity of Tembec. Tembec shareholders, participants in the new loan and parties that backstopped the new loan also received equity in the recapitalized company. The new loan was backstopped by JP Morgan Chase Bank, N.A. and a number of Tembec noteholders. Wells Fargo Bank, N.A. acted as Administrative Agent. Tembec is a large, diversified and integrated forest products company based in Montréal, Québec. With operations principally located in North America and in France, the Company employs approximately 8,000 people.

Concurrently with the recapitalization, Tembec refinanced approximately $210 million in senior secured debt under a financing agreement with a syndicate of lenders represented by CIT Business Credit Canada Inc., as both administrative and collateral agent.

Tembec's in-house legal team consisted of Vice President, General Counsel and Secretary Antonio Fratianni, Senior Counsel and Assistant Secretary Laila Sahyoun, Senior Litigation and Compliance Counsel Marie-Claude Bellermare, and Senior Counsel Patrick Lebel. Tembec was represented in Canada by Goodmans LLP with a team consisting of Rob Chadwick, Celia Rhea, Tim Heeney, Melaney Wagner, Brenda Gosselin, David Bish, Michael Bertrand, Daniel Jeon, Elisabeth Cleghorn, Greg Aronson and Logan Willis (corporate/securities/banking/finance), Tom Macdonald, Catherine Lyons and Jeffrey Shore (environmental/real estate), Carrie Smit and Mark Biderman (tax), Tom Friedland and Lauren Butti (litigation); and in the United States by Shearman & Sterling LLP with a team that included Jason Lehner, Douglas Bartner, Andrew Tenzer, Michael Baker, Emily Atkinson, Mansoor Awan, Mahsa Izadpanah and Solomon Noh (US corporate/securities/banking/finance). The Special Committee for Strategic Purposes of the Board of Directors of Tembec was represented by William Orr of Fasken Martineau DuMoulin LLP. BMO Capital Markets acted as financial advisor to Tembec.

Tembec was represented in Québec on corporate and securities matters relating to the recapitalization by Osler, Hoskin & Harcourt LLP with Vitale Santoro and Christopher Main (corporate/securities). Heenan Blaikie LLP represented Tembec in connection with the senior debt refinancing. Heenan Blaikie also represented Tembec in Québec on corporate and financing matters related to the recapitalization. The firm's team consisted of Keith D. Wilson, Claudette Bellemare, Lise Morissette, Olivier Tardif and Alexandre Thibault. Also representing Tembec was Miller Thompson Pouliot LLP with a team composed of Daniel Gagné, Gilles Landreville, Jules Hamelin and Sylvie Marchand on Québec real estate matters (real estate) and with Richard Fontaine on Québec real estate, tax matters and transfer of assets. Tembec was also represented by Fraser Milner Casgrain LLP with Paul Shantz, Renata Rizzardi and Glenda Mallon (real estate) in Toronto; Philip Rimer, Shannon Miller, David Elliott and Jaclyn Marmara (real estate) in Ottawa; and Colin McIver on British Columbia real estate matters; and by Thompson Dorfman Sweatman LLP with John Stefaniuk on Manitoba real estate matters.

The ad hoc committee of Tembec's bondholders was represented in the United States by Bracewell & Giuliani LLP with a team that included Evan Flaschen, Kurt Mayr, Ilia O'Hearn and William de la Mare (financial restructuring), Jonathan Wry, Mark Joachim, Arik Preis, Jay Sonnenberg, Laura Martone, Marcus Friedman, Raph Posner, Dan Valsamopolous, Philip Wright, Mona Guidry, Jenny Dill, Josh Zive and Danielle Kruger (corporate/banking/finance), Elizabeth McGinley (tax), Michael Tomberg (ERISA) and Constance Rhebergen (intellectual property); Canadian advice was provided by McMillan Binch Mendelsohn LLP with a team that included Andrew Kent, Max Mendelsohn, Wayne Gray, Judie Jokinen, Jessica Abdulezer, Clifton Jarin, Margaret McNee, Jason Chertin, Andrew McFarlane and Adam Maerov (restructuring/banking/finance); Earl Cohen, George Payne, Robert Antenore and Kathryn Borgatti (real estate); Michael Templeton (tax) and Dan MacDonald (litigation). Genuity Capital Markets acted as financial advisor to the ad hoc committee.

Certain other noteholders and backstop parties were represented by Bennett Jones LLP with a team that included S. Richard Orzy, Kevin Zych and Jeffrey Kerbel (corporate), and Raj Sahni (restructuring). JPMorgan was represented in the United States by Stroock & Stroock & Lavan LLP with a team that included Lewis Kruger, Brett Lawrence, Scott Welkis, James Nygard, and Leah Melone (corporate/banking/finance), and in Canada by a team from McMillan Binch Mendelsohn LLP.

The Indenture Trustee, HSBC Bank USA, was represented in the United States by Richard Pedone of Nixon Peabody LLP; and in Canada by Chaitons LLP with a team that included Harvey Chaiton and George Benchetrit. Tembec's senior lender, CIT Business Credit Canada Inc., was represented by Stikeman Elliott LLP with a team that included Sharon Polan, Craig Mitchell, Justin Parappally and Jennifer Byun (banking/finance), and James Klein (real estate) in Toronto; Sterling Dietze and Ma Ry Tran (banking/finance) in Montreal; and US Counsel was provided by Dewey & LeBoeuf LLP with a team that included Barbara Goodstein, Judy Liu and Kaleb Sanchez.