CPE News (6/29/2021) – GreenFirst Forest Products Inc. (TSX-V: GFP) has filed a Rights Offering of Subscription Receipts at exercise price of $1.50 for gross proceeds of up to approximately $167,498,816 and, as a result of the standby commitment, for minimum gross proceeds of $94,155,000.
Pursuant to a standby purchase agreement, Senvest Management, LLC (together with its affiliates and funds of which Senvest Management, LLC acts as investment manager), will purchase at the exercise price for up to $94,155,000 of Subscription Receipts that would otherwise be issuable upon exercise of Rights offered under the Rights Offering that are not otherwise subscribed for by holders of Rights pursuant to their Basic Subscription Privilege and Additional Subscription Privilege. Senvest has also agreed to acquire a minimum of 41,846,667 Subscription Receipts and certain directors and officers of GreenFirst have committed to transfer a portion of their Rights to Senvest should Senvest be
unable to acquire the minimum purchase pursuant to the standby commitment.
Senvest will be granted the Standby Purchaser Warrants to acquire Common Shares equal to US $18,750,000 at an exercise price equal to $3.18, certain nomination rights with respect to the board of directors, certain registration rights.
In April 2021, GreenFirst Forest Products and Rayonier Advanced Materials Inc. (NYSE: RYAM) entered into a binding asset purchase agreement pursuant to which Rayonier has agreed to sell all of its lumber and newsprint facilities and related assets located in Ontario and Québec to GreenFirst for an expected purchase price of approximately US $214 million, including inventory on hand at the time of closing, which is payable approximately 85% in cash, 15% common shares of the capital of GreenFirst.
The sites of the purchased lumber sawmills were originally developed between 1917 and 1995 and acquired by Tembec Inc. between 1986 and 2004 from various operators, including Nexfor, Scierie Bearn Inc., Malette Inc., Spruce Falls Inc. and Weyerhaeuser. The purchased newsprint mill was originally constructed in 1926 and began operations in 1928. The purchased newsprint mill was acquired by Tembec Inc. in a series of transactions between 1991 and 1997.
In 2017, Tembec Inc. was acquired by Rayonier Advanced Materials Inc. by way of a court-approved plan of arrangement.
The gross proceeds from the Rights Offering will be placed in escrow, to be released immediately prior to the closing of the acquisition and be used: to make payment of all or a portion of the purchase price; and (ii) to the extent of any balance remaining, for capital expenditures, including those associated with the purchased assets, general working capital and other corporate purposes.
Blue Torch Capital LP, on behalf of itself and certain of its affiliates and funds managed, advised or sub-advised by it, has agreed to provide up to US $120 million in Debt Financing.
If the Rights are exercised in full, GreenFirst may substitute some of the proceeds from the Debt Financing with the proceeds from the Rights Offering. If only the Standby Commitment is exercised, GreenFirst expects to draw approximately US $118 million in proceeds in connection with the Debt Financing.
GreenFirst Forest currently owns an idled sawmill in Kenora, Ontario. It plans to re-start the Kenora Mill in the second half of 2021, subject to securing a timber supply agreement with the Province of Ontario.
photo credit: JamesDeMers via pixabay
GreenFirst Files Preliminary Prospectus in respect of Rights Offering
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VANCOUVER, BC, June 29, 2021 /CNW/ – GreenFirst Forest Products Inc. (“GreenFirst” or the “Company”) announced today that it has filed a preliminary prospectus in respect of a proposed rights offering to shareholders of the Company (the “Rights Offering”), which was previously announced on April 12, 2021 in connection with the Company’s acquisition of a portfolio of forest and paper product assets (the “Acquisition”). All amounts are in Canadian dollars unless indicated otherwise.
“This is a tremendous development after months of hard work by our team of professionals and puts us on course to close the transaction with Rayonier” said Mr. Rivett, Chairman of GreenFirst.
The Company intends to raise up to approximately $167,500,000 by way of the Rights Offering. Under the terms of the Rights Offering, shareholders of the Company will each receive three rights (the “Rights”) for each common share in the capital of the Company (the “Common Shares”) held on the record date for the Rights Offering. Each Right will entitle the holder thereof to subscribe for subscription receipts of the Company (“Subscription Receipts”) upon the payment of the exercise price of $1.50 per Right (the “Exercise Price”). The Subscription Receipts will be automatically exchanged, without payment of additional consideration or further action by the holders thereof, for one Common Share for each Subscription Receipt held, subject to delivery of a release notice (the “Escrow Release Condition”) to Computershare Trust Company of Canada (the “Subscription Receipt Agent”) constituting confirmation of the satisfaction or waiver of all of the conditions to the completion of the Acquisition by 9437-6001 Québec Inc. (the “Acquisition Entity”), a wholly-owned subsidiary of the Company, of certain property and assets (the “Purchased Assets”) substantially on the terms and conditions as set out in the asset purchase agreement (the “Acquisition Agreement”) dated as of April 10, 2021 among the Company, the Acquisition Entity, Rayonier A.M. Canada G.P. and Rayonier A.M. Canada Industries Inc., other than the payment of the purchase price payable pursuant to the Acquisition Agreement (the “Purchase Price”) and such other conditions which by their nature are not capable of being satisfied until completion of the Acquisition. A copy of the Acquisition Agreement has been filed under the Company’s profile on SEDAR at www.sedar.com.
The gross proceeds less the expenses and costs relating to the Rights Offering, and all interest thereon, if any, will be placed into escrow pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) with the Subscription Receipt Agent dated as of the date of the final prospectus and will, if the Escrow Released Condition is satisfied or waived, be released to the Company, or as the Company directs, immediately prior to the closing date of the Acquisition and be used: (i) to make payment of all or a portion of the Purchase Price; and (ii) to the extent of any balance remaining, for capital expenditures, including those associated with the Purchased Assets, general working capital and other corporate purposes.
If the Acquisition Agreement is terminated at any earlier time or if the Escrow Release Condition is not satisfied by the earlier of: (i) the date on which the Subscription Receipt Agent receives a termination notice in accordance with the terms of the Subscription Receipt Agreement; and (ii) the first business day after October 1, 2021 (the “Termination Date”), holders of the Subscription Receipts issuable upon the exercise of the Rights shall, commencing on the third business day following the Termination Date, be entitled to receive from the Subscription Receipt Agent an amount equal to the aggregate Exercise Price thereof plus their pro rata share of all interest thereon, if any, less applicable withholding taxes, if any.
The record date and the expiry date of the Rights Offering will be determined prior to the filing of the final prospectus in respect of the Rights Offering, and the Company will make a further announcement with respect to these matters at the time of the filing of the final prospectus.
In connection with the Rights Offering, GreenFirst has entered into a standby purchase agreement with Senvest Management, LLC (together with its affiliates and funds of which Senvest Management, LLC acts as investment manager, the “Standby Purchaser”) pursuant to which the Standby Purchaser has agreed to purchase, at the Exercise Price, all Subscription Receipts that are not otherwise subscribed for under the Rights Offering such that at least $94,155,000 of Subscription Receipts are issued. Certain directors and officers of GreenFirst have agreed with the Standby Purchaser that they will not exercise all or a portion of their Rights or will transfer their Rights to the Standby Purchaser in the event the backstop commitment amount is less than approximately $62,770,000 to ensure that the Standby Purchaser will hold a minimum of 41,846,666 Subscription Receipts. In consideration for providing the backstop commitment, the Standby Purchaser has been granted 15,692,500 warrants to acquire Common Shares for a period of five years and at an exercise price of C$3.18. The Standby Purchaser will also be granted customary nomination rights in respect of one independent director and customary registration rights for so long as it holds at least 15% of the issued and outstanding Common Shares.
Additional details concerning the Acquisition, the Rights Offering, the Subscription Receipts, the standby commitment and related matters are described in the preliminary prospectus, which has been filed under the Company’s profile on SEDAR at www.sedar.com.
The Rights Offering and the terms of the Rights are subject to regulatory approval, including approval of the TSX Venture Exchange (“TSXV”). The TSXV has conditionally approved the listing of the Rights, the Subscription Receipts and the Common Shares issuable pursuant to the terms of the Subscription Receipts.
This press release is not an offer to sell or the solicitation of an offer to buy Rights, Subscription Receipts or Common Shares. Such securities may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended, or an applicable exemption from the registration requirements.
GreenFirst is a forest-first business, focused on environmentally sustainable forest management and lumber production. We believe that sustainable forest planting and harvesting, coupled with the long-term green advantage of lumber, provide GreenFirst with significant cyclical and secular advantages in building products. GreenFirst’s long-term pursuit is to be a global leader in environmentally sustainable lumber. For more information, please visit: www.gffp.ca.
Norton Rose Fulbright Canada LLP is acting as legal counsel to GreenFirst, RBC Capital Markets is acting as financial advisor to GreenFirst and Goodmans LLP is acting as legal counsel to Senvest Management, LLC.
Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE GreenFirst Forest Product Inc.
For further information: Larry G. Swets, Jr., 630-824-8199