West Fraser Acquires US Lumber Business

On March 31, 2007, West Fraser Timber Co. Ltd., headquartered in Vancouver completed the acquisition of 13 sawmills located in the southern United States from International Paper Company for approximately US$325 million. As a result of the acquisition, West Fraser is now the second-largest lumber producer in North America with approximately 9,100 employees. West Fraser's US business will be operated by a wholly owned US subsidiary.

The acquisition was structured as an asset purchase of operating facilities in North and South Carolina, Georgia, Florida, Alabama, Arkansas and Texas and involved the entry into long and short term fibre supply arrangements with certain third-party timberland owners. In addition, West Fraser also entered into a new syndicated credit agreement with a $600 million revolving credit facility and a C$100 million term facility.

Lead counsel for West Fraser was Lang Michener LLP led by Larry Hughes and Tom Theodorakis (M&A and forestry), including Fran├žois Tougas and Steve Szentesi (competition), Peter Botz and Christine Man (tax), David Ross (bank finance), Rubina Jamal, Shanah Ali and Marnie Foster (corporate and commercial).

Assisting Lang Michener was Butler, Snow, O'Mara, Stevens & Cannada, PLLC of Memphis, Tennessee led by Robert Morris (M&A), including Gregg Gumbert, Jason Yarbro, Al Bright and Virginia Wilson (M&A), Jeffrey Walker (labour and employment), Elizabeth Saxton (business transactions) and Douglas Sweet (commercial).

International Paper was represented by its in-house counsel Leonard Ciriello (M&A), Jill Witter (forestry) and Barbara Beckerman (tax), who were assisted by Kevin Rinker and Suzie Alway (corporate), Andrew Shultz (real estate) and Molly Stockley (commercial) of Debevoise & Plimpton LLP and Ernest Wilson (real estate) of McGuire Woods LLP.

Representing one group of timberland owners was Mark Pottorff (real estate) of Smith, Gambrell & Russell LLP and the two other groups were represented by Victor Haley (real estate) of Sutherland, Asbill & Brennan LLP.

Lawyer(s)

Rubina Jamal Peter Botz Christine Man Shanah Ali Eisenhardt Tom V. Theodorakis Steven P. Szentesi Larry S. Hughes David J. Ross François E.J. Tougas

Firm(s)

McMillan LLP Butler, Snow, O'Mara, Stevens & Cannada, PLLC Debevoise & Plimpton LLP McGuire Woods LLP Smith, Gambrell & Russell, LLP Sutherland, Asbill & Brennan, LLP