Richmond, British Columbia, Canada, 08 February 2010 – Catalyst Paper Corporation (TSX:CTL) today announced an extension of the private exchange offer and consent solicitation for its outstanding 8 5/8% senior notes due 15 June 2011 (the old notes), made pursuant to its offering memorandum and consent solicitation dated 24 November 2009 and the accompanying letter of transmittal (together with the offering memorandum, the “offer documents”). The exchange offer is being amended to extend the expiration date, from 5:00 p.m., Eastern Time, on 05 February 2010, to 5:00 p.m. on 12 February 2010, unless further extended.
This extension of the expiration date of the exchange offer is being made to provide additional time to reach a satisfactory agreement with the lenders under Catalyst’s asset-based credit facility (ABL) with respect to inter-creditor and other related agreements arising from the proposed issuance of the senior secured notes of Catalyst due 15 December 2016, in the exchange offer. Once a satisfactory agreement has been reached and the necessary ABL lender consents have been obtained, Catalyst intends to promptly amend the offering memorandum to reflect the terms of the amended exchange offer and make it available to eligible holders (as defined below). There can be no assurance that a satisfactory agreement will be reached or the necessary ABL lender consents will be obtained.
Catalyst has been advised by the exchange agent for the exchange offer that, as of the close of business on 05 February 2010, the aggregate principal amount of old notes that had been validly tendered (and not validly withdrawn) and for which related consents had been validly delivered (and not validly revoked) was approximately USD 79.2 million, or approximately 22.36% of the outstanding old notes. Once Catalyst proceeds with the amended exchange offer, holders of old notes who tendered before the amendment and whose old notes are accepted for payment by Catalyst will be entitled to receive the consideration being offered by Catalyst in the amended exchange offer, as described in Catalyst’s press release of 25 January 2010, including the early tender amount. The amended offering memorandum will specify the date by which tenders will have to be made for holders of old notes to receive the early tender amount.
The amended exchange offer will be made, and the new notes will be offered and issued, in transactions exempt from the registration requirements of the U.S. Securities Act of 1933, as amended. Accordingly, the amended exchange offer will only be made to holders of old notes that are both “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act, and “accredited investors,” as that term is defined in Rule 501(a) under the Securities Act, or outside the United States, that are persons other than “U.S. persons,” as that term is defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act (collectively, the eligible holders). In Canada, the amended exchange offer will be made pursuant to the exemption from the prospectus and registration requirement found in S.2.14 of National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106).