UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2014
Commission File
Number: 333-172078-02
Tembec
Inc.
(Translation of registrant's name into
English)
800, René-Lévesque Boulevard West, Suite 1050, Montréal,
Québec, Canada, H3B 1X9
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[ ] Form 20-F [ X ] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [
]
SUBMITTED HEREWITH
Exhibits
99.1 | |
99.2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TEMBEC INC. | |
(Registrant) | |
Date: September 18, 2014 | By: /s/ Patrick LeBel |
Patrick LeBel | |
Title: Vice President, General Counsel and Corporate | |
Secretary |
PRESS RELEASE |
Tembec announces launch of tender offer and consent solicitation of 11.25% senior secured notes due 2018
Montreal, Quebec, September 16, 2014 Tembec Inc. (Tembec) announced today that its wholly-owned subsidiary, Tembec Industries Inc. (the Company), has commenced a cash tender offer and consent solicitation with respect to the Companys outstanding US$305.0 million aggregate principal amount of 11.25% senior secured notes due 2018 (the Notes). The tender offer and consent solicitation is being made subject to the terms and conditions set forth in an Offer to Purchase and Consent Solicitation Statement (the "Statement") and a related Letter of Transmittal and Consent, each dated as of September 16, 2014 (the "Letter of Transmittal" and, collectively with the Statement, the "Offer Documents"), which more fully set forth the terms and conditions of the tender offer and consent solicitation. The tender offer and consent solicitation will expire at 11:59 p.m., New York City time, on October 14, 2014, unless extended or earlier terminated by the Company (the Expiration Time).
The tender offer is for any and all outstanding Notes. The cash consideration to be offered per US$1,000 principal amount of Notes tendered is set forth in the table below. In connection with the tender offer, the Company is also soliciting consents from the holders of the Notes for certain proposed amendments that would, among other things, amend certain redemption provisions and eliminate substantially all of the restrictive covenants and a number of the events of default contained in the indenture governing the Notes (the Base Amendments). In addition, if adopted, the proposed amendments will provide for the release of the liens on the collateral securing the Companys obligations with respect to the Notes (the Collateral Amendments and together with the Base Amendments, the Proposed Amendments). Adoption of the Base Amendments requires the consent of the holders of at least a majority in aggregate principal amount of outstanding Notes and adoption of the Collateral Amendments requires the consent of holders of at least 662/3% in aggregate principal amount of outstanding Notes. Holders who tender their Notes will be deemed to consent to all of the Proposed Amendments and holders may not deliver consents to the Proposed Amendments without tendering their Notes in the tender offer.
Information related to the Notes, the tender offer and the consent solicitation is listed in the table below.
CUSIP |
Outstanding Principal Amount of Notes |
Description of Existing Notes |
Total Consideration |
Early Tender Payment |
Tender Offer Consideration |
87971K AG2 |
US$305,000,000 |
11.25% Senior Secured Notes due 2018 |
US$1,078.28 |
US$10.00 |
US$1,068.28 |
Holders validly tendering and not validly withdrawing their Notes at or before 5:00 p.m., New York City time, on September 29, 2014 (the Early Tender Deadline), and whose Notes are accepted for purchase, will receive the Total Consideration listed in the table above, which includes an early tender payment of US$10.00 per US$1,000 principal amount of Notes. Holders validly tendering their Notes after the Early Tender Deadline but at or before the Expiration Time will receive only the Tender Offer Consideration, an amount equal to the Total Consideration less the Early Tender Payment. Notes tendered may be withdrawn and the related consents may be revoked at any time at or before 5:00 p.m., New York City time, on September 29, 2014, but not thereafter, except as required by applicable law.
Provided that certain customary conditions to the tender offer, including a financing condition, have been satisfied or waived by the Company, payment for Notes accepted for purchase will be made (a) if the Company so elects, with respect to Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline, on any date between the Early Tender Deadline and the Expiration Time (the Early Acceptance Date), and (b) if the Company does not elect to have an Early Acceptance Date and with respect to Notes validly tendered after the Early Tender Deadline but at or before the Expiration Time, promptly after the Expiration Time. Holders whose tendered Notes are accepted for purchase also will receive accrued and unpaid interest from the most recent interest payment date for the Notes to, but not including, the applicable payment date for the Notes.
Any questions or requests for assistance concerning the tender offer and the consent solicitation may be directed to Deutsche Bank Securities Inc., the dealer manager and solicitation agent for the tender offer and the consent solicitation, at (855) 287-1922 (toll-free) or (212) 250-7527 (collect). Requests for additional copies of the Offer Documents may be directed to D.F. King & Co., Inc., the information agent and tender agent for the tender offer and the consent solicitation at (800) 967-4604 (toll-free) or (212) 269-5550 (collect).
This news release is for informational purposes only and does not constitute an offer or the solicitation of an offer to sell or buy any securities. The tender offer and the consent solicitation are being made only pursuant to the Offer Documents that the Company will be distributing to holders promptly. Holders and investors should read carefully the Offer Documents because they contain important information, including the various terms of and conditions to the tender offer and the consent solicitation. The tender offer and consent solicitation are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Tembec, the Company, the dealer manager and the solicitation agent, the information agent, the tender agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the tender offer or deliver their consents in the consent solicitation.
About Tembec
Tembec is a manufacturer of forest products lumber, pulp, paper and specialty cellulose and a global leader in sustainable forest management practices. Principal operations are in Canada and France. Tembec has approximately 3,500 employees and annual sales of approximately $1.6 billion. Tembec is listed on the Toronto Stock Exchange (TMB).
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of securities laws. Such statements may involve, but are not limited to, statements regarding the payment of the Total Consideration and the Tender Offer Consideration, anticipated amendments to the indenture governing the Notes and the release of the liens on the collateral securing the Notes, the Company's intention to purchase or redeem any untendered Notes and related matters. Forward-looking statements also include statements relating, without limitation, to Tembecs or its managements objectives, projections, estimates, expectations or predictions of the future and can be identified by words such as may, will, could, anticipate, estimate, expect, project, intend and plan, the negative or variations thereof, and expressions of similar nature. These statements are based on certain assumptions and analyses made by Tembec in light of its experience and its perception of future developments. These forward-looking statements speak only as of the date stated or otherwise, as of the date of this press release, and, except as required by law, Tembec does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by these forward-looking statements will not be realized. Although Tembec believes that the expectations reflected in these forward-looking statements are reasonable, these expectations may not prove to be correct or Tembec may not achieve the financial results, savings or other benefits anticipated in the forward-looking statements. These forward-looking statements are necessarily estimates reflecting the best judgment of Tembecs management and involve a number of known and unknown risks and uncertainties, some of which may be beyond Tembecs control, which could cause its actual results, financial position, levels of activity, performance or achievements to differ materially from those suggested by the forward-looking statements, including, without limitation, those identified throughout Tembecs public disclosure file available on the website maintained by the U.S. Securities and Exchange Commission at http://www.sec.gov or on SEDAR at http://www.sedar.com. Risks, uncertainties and assumptions that could cause actual results to differ materially from the results indicated in the forward-looking statements include, among other things, the successful completion of a proposed financing, the completion of the tender offer and the receipt of consents sufficient to approve the Proposed Amendments. In addition, the tender offer and consent solicitation are subject to general market and other conditions and there are no assurances that the tender offer and consent solicitation will be completed or that the terms of the tender offer and consent solicitation will not be modified.
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Information: |
Michel Dumas |
Executive Vice President, Finance and Chief Financial Officer |
Tel.: 819 627- 4268 |
michel.dumas@tembec.com |
Linda Coates |
Vice President, Human Resources and Corporate Affairs |
Tel.: 416 775- 2819 |
linda.coates@tembec.com |
PRESS RELEASE |
Tembec announces proposed offering of new senior secured notes
Montreal, Quebec, September 16, 2014 Tembec Inc. (Tembec) announced today that its wholly-owned subsidiary, Tembec Industries Inc. (the Company), intends to offer, subject to market and other customary conditions, US$375 million aggregate principal amount of new senior secured notes due 2019 (the New Notes) to refinance its existing 11.25% senior secured notes due 2018 (the Existing Notes). As part of the refinancing, the Company has launched a cash tender offer for any and all of its Existing Notes and related consent solicitation to amend certain provisions in the indenture governing the Existing Notes. The proceeds from the offering are intended to be used to (i) purchase any and all of the Existing Notes that are validly tendered in connection with the tender offer for its Existing Notes and to redeem or repurchase any Existing Notes not purchased in the tender offer, (ii) repay a portion of the borrowings outstanding under the Companys asset-based revolving credit facility, and (iii) pay fees and expenses incurred in connection with these refinancing transactions.
The New Notes will be offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act, including in certain provinces of Canada on a private placement basis to accredited investors. Any offers of the New Notes will be made only by means of a private offering memorandum.
This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell or buy any securities. The New Notes will not be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the New Notes in Canada will be made on a basis that is exempt from the prospectus requirement of such securities laws. The New Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and state securities laws.
The tender offer and the consent solicitation are being made only pursuant to the terms and conditions set forth in an Offer to Purchase and Consent Solicitation Statement (the "Statement") and a related Letter of Transmittal and Consent, each dated as of September 16, 2014 (the "Letter of Transmittal" and, collectively with the Statement, the "Offer Documents") which have been sent to holders of the Existing Notes. This news release is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities. The tender offer is made only by, and pursuant to the terms of, the Offer Documents. In addition, this news release does not constitute a notice of redemption of the Existing Notes or an obligation to issue a notice of redemption.
About Tembec
Tembec is a manufacturer of forest products lumber, pulp, paper and specialty cellulose and a global leader in sustainable forest management practices. Principal operations are in Canada and France. Tembec has approximately 3,500 employees and annual sales of approximately $1.6 billion. Tembec is listed on the Toronto Stock Exchange (TMB).
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of securities laws. Such statements may involve, but are not limited to, statements regarding the Companys intention to offer the New Notes, the use of proceeds of such proposed offering and the Company's intention to purchase or redeem any Existing Notes and related matters. Forward-looking statements also include statements relating, without limitation, to Tembecs or its managements objectives, projections, estimates, expectations or predictions of the future and can be identified by words such as may, will, could, anticipate, estimate, expect, project, intend and plan, the negative or variations thereof, and expressions of similar nature. These statements are based on certain assumptions and analyses made by Tembec in light of its experience and its perception of future developments. These forward-looking statements speak only as of the date stated or otherwise, as of the date of this press release, and, except as required by law, Tembec does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by these forward-looking statements will not be realized. Although Tembec believes that the expectations reflected in these forward-looking statements are reasonable, these expectations may not prove to be correct or Tembec may not achieve the financial results, savings or other benefits anticipated in the forward-looking statements. These forward-looking statements are necessarily estimates reflecting the best judgment of Tembecs management and involve a number of known and unknown risks and uncertainties, some of which may be beyond Tembecs control, which could cause its actual results, financial position, levels of activity, performance or achievements to differ materially from those suggested by the forward-looking statements, including, without limitation, those identified throughout Tembecs public disclosure file available on the website maintained by the U.S. Securities and Exchange Commission at http://www.sec.gov or on SEDAR at http://www.sedar.com. Risks, uncertainties and assumptions that could cause actual results to differ materially from the results indicated in the forward-looking statements include, among other things, the successful completion of the proposed offering of New Notes and the tender offer. In addition, the proposed offering of New Notes and the tender offer are subject to general market and other conditions and there are no assurances that the proposed offering of New Notes and the tender offer will be completed or that the terms of the proposed offering of New Notes and the tender offer and consent solicitation will not be modified.
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Information: |
Michel Dumas |
Executive Vice President, Finance and Chief Financial Officer |
Tel.: 819 627- 4268 |
michel.dumas@tembec.com |
Linda Coates |
Vice President, Human Resources and Corporate Affairs |
Tel.: 416 775- 2819 |
linda.coates@tembec.com |