Tembec Completes US$255M Private Offering

On August 17, 2010, Tembec Inc., a diversified and integrated forest products company, completed the offering of 11.25 per cent notes of its wholly owned subsidiary, Tembec Industries Inc., for total gross proceeds of US$255 million.

The notes were sold in a private offering to qualified institutional buyers. BofA Merrill Lynch and Credit Suisse Securities (USA) LLC were joint book running managers for the offering.

The notes are senior obligations of Tembec Industries Inc. secured by a first priority lien on certain of the property and assets of the issuer and the guarantors.
The proceeds from the offering, together with cash on hand, were used to permanently repay all outstanding indebtedness under Tembec's existing US$300-million term loan facility, to pay prepayment premiums in connection therewith and to pay fees and expenses relating to the offering.

Tembec was represented internally by Patrick LeBel, General Counsel and Corporate Secretary, and in Canada by teams from Heenan Blaikie LLP and Fraser Milner Casgrain LLP (FMC). FMC's team included Charles Spector, Stephen Lloyd, Guy Paul Allard and Scott Rozansky (corporate and securities); Richard Gauthier (tax) and Paul Shantz, Glenda Mallon, Colin McIver and Damian Koo (real estate). Heenan Blaikie's team included Keith Wilson, Joel Cabelli, Lise Morissette, Michael Hanlon, Marie-Josée Couture and Anjili Bahadoorsingh (financial services); Normand Quesnel and Marie-Andrée Thibault and Tony Kiru (real estate); Marie-Claude Bellemare and Lynn Mitchell (environment) and Lia Chiarotto (labour). White & Case LLP acted as Tembec's United States counsel with a team that included Ronald Brody, Nazim Zilkha, Eric Handler, Michael Saliba and Ana Sempertegui.

United States counsel to the initial purchasers was Cahill Gordon & Reindel LLP, with a team led by William Hartnett, Ted Lacey, Edward Holmes and Mayer Steinman. Canadian counsel to the initial purchasers was Davies Ward Phillips & Vineberg LLP, with a team that comprised Patricia Olasker and David Wilson (corporate finance & securities); Tarne Whiteley and Kateryna Yason (secured lending); Jeffrey Lem, Alain Roberge and Sylvie Guillemette (commercial real estate); Sarah Powell (environmental); Natasha vandenHoven (pension & benefits) and Raj Juneja (tax).