Kelowna, BC-based Riverside Forest Products Ltd. acquired, on March 31, 2004, all the shares of Lignum Ltd. from Leslie J. Kerr Ltd., a privately owned company, for $90 million in cash and $10 million in common shares. Lignum owns a sawmill in Williams Lake, BC, next to one of Riverside’s existing Williams Lake sawmills. Through the Lignum acquisition, Riverside now owns and operates an established wholesale lumber distribution system.
To finance the acquisition, Riverside issued and sold by private placement in the US high yield market US$150 million principal amount of 7.875 per cent unsecured notes. The offering was completed on February 25, and the proceeds were held in escrow pending completion of the Lignum acquisition. In addition to funding the cash portion of the purchase price, the proceeds of the offering were used to repay all the outstanding debt of Riverside and Lignum. Concurrently with the acquisition, Riverside arranged a new $60 million revolving credit facility with Bank of Montreal and HSBC Bank Canada.
Riverside was represented by Bull, Housser & Tupper, with a team that included Greg Lewis, Billy Garton, Marion Shaw, Joanna Cameron, Jay LeMoine, Richard Sarabando and Chris Horte; and assisted by John Clifford and Neil Campbell (competition) of McMillan Binch. Leslie J. Kerr, the vendor, was represented by Peter Stanley and Rod Pearce of Grossman & Stanley.
For the note offering, Riverside was represented in Canada by the Bull, Housser & Tupper team; and in the US by Paul, Weiss, Rifkind, Wharton & Garrison, with a team that included Andrew Foley, Ian Putnam and David Chorney.
The underwriters were represented in Canada by Fraser Milner Casgrain, with a team led by David Zacks, Q.C., Gary Sollis, James Beeby and Jennifer Dezell; and in the US by Marc Jaffe, Senet Bischoff, James Barri and Constantine Petropoulos of Latham & Watkins. The banks under Riverside’s new revolving credit facility were also represented by the Fraser Milner team.