AbitibiBowater Inc. Completes a Refinancing Plan of US$1.4 Billion

On April 1, 2008, AbitibiBowater completed a series of financing transactions designed to address upcoming debt maturity and general liquidity need, principally at its Abitibi-Consolidated Inc. (“Abitibi”) subsidiary. The financing transactions included: (i) a private placement, by Abitibi-Consolidated Company of Canada (“ACCC”), a wholly owned subsidiary of Abitibi, of US$413 million of 13.75 per cent senior secured notes due 2011; (ii) a US$400 million 364-day senior secured term loan to ACCC; (iii) a private placement of US$350 million of 8 per cent convertible notes, due 2013, issued by AbitibiBowater to Fairfax Financial Holdings Limited (“Fairfax”); and (iv) a private exchange offer whereby ACCC exchanged a combination of new senior unsecured notes and cash for an aggregate of approximately US$453 million of outstanding notes issued by Abitibi, ACCC and Abitibi-Consolidated Finance L.P., a wholly owned subsidiary of Abitibi.

The 13.75 per cent senior secured notes were sold to Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as initial purchasers.

AbitibiBowater was represented in-house by Jacques P. Vachon, Stéphanie Leclaire, William McCormick, Alice Minville, Sandra Gaudreault and Sophie Rossignol.

Stikeman Elliott LLP acted as Canadian counsel to AbitibiBowater with a team that included Marc Barbeau, Steeve Robitaille, J. Anthony Penhale, Serge Tousignant, Claire Zikovsky, Christine Legé, Andrea Cleven, Eric Benhamron and Marie-Michèle Normandeau (corporate and securities), Jean Lamothe, Sylvia Avedis, Marco P. Rodrigues, Ma Ry Tran and Gabrielle Bélanger (financing), Marie-Andrée Beaudry and Marc-André Bélanger (tax), Pierre Setlakwe, James Klein and Sébastien Thomas (real estate), Michel Legendre and Andrea Boctor (pension and benefits).

Troutman Sanders LLP acted as US counsel to AbitibiBowater with a team that included William Calvin Smith, Hazen Dempster, Marlon Starr, Patrick W. Macken, Nicholas R. Farrell and Erica B. Jackson.

Linklaters LLP acted as UK counsel to AbitibiBowater with a team that included Tom Wells, Daniel Gendron and Georgie Moore.

Osler, Hoskin & Harcourt LLP acted as Canadian counsel to the initial purchasers and term lenders with a team that included Michael Hart, Constantine Troulis, Rod Davidge, Andy McGuffin, Charles Zienius, Jeff Murray, Matias Milet, Todd Mandel and Ilana Cohen.

Latham & Watkins LLP acted as US counsel to the initial purchasers and term lenders with a team that included Senet Bischoff, Brad Kotler, Hubert Yang, Ian Fitzgerald, Noah Weiss, Kirk Davenport, Denise Robinson, Dennis Yai and Hillary Comb.

Goodmans LLP acted as Canadian counsel to the bondholders committee with a team that included Robert J. Chadwick, Jeffrey A. Citron, Michael Partridge, Carolyn Stamegna, Lauren Cappell and Gail Jaffe (corporate/securities/banking/finance).

Bracewell & Giuliani LLP acted as US counsel to the bondholders committee with a team that included Evan D. Flaschen.

Torys LLP acted as Canadian counsel to Fairfax with a team that included Thomas H. Yeo and David Chaikof.

Shearman & Sterling LLP acted as US counsel to Fairfax with a team that included Christopher J. Cummings and Stephen C. Centa.

McCarthy Tétrault LLP acted as counsel to CIBC and a syndicate of lenders, as senior lenders to Abitibi and ACCC prior to the refinancing, with a team that included Michel Deschamps and Richard O'Doherty.