Longview Fibre Nears Completion of REIT Conversion
June 14, 2006 (Press Release) - Longview Fibre Company today announced that its Board of Directors has declared a special cash-and-stock distribution to holders of the company's common stock of $7.54 per share, or approximately $385 million in the aggregate, in connection with its plan to convert to a real estate investment trust (REIT).
Longview Fibre also announced that it has amended its senior secured credit agreement to, among other things, provide for a new $300 million term-loan facility. Loan proceeds from the new facility have been applied to retire all of the $215 million principal amount of the company's 10% senior subordinated notes due 2009 and to pay related fees and expenses. The new term-loan facility, which was arranged by Banc of America Securities LLC, Bank of America, N.A. and Goldman Sachs Credit Partners, L.P., will also be used to finance the cash portion of the special distribution.
"We are pleased to announce that we have completed our refinancing and will shortly complete the special distribution," said Richard H. Wollenberg, Longview Fibre's President, Chief Executive Officer and Chairman of the Board. "This represents the last significant milestone in our REIT conversion process."
The special distribution will be payable on August 7, 2006 to shareholders of record at the close of business on June 26, 2006. The company's common stock is expected to begin trading "ex-dividend" for the special distribution on June 22, 2006.
Important Details of the Special Distribution
The aggregate amount of cash payable to shareholders in the special distribution, other than cash payable in lieu of fractional shares, will be limited to $77 million, or approximately 20% of the total amount of the special distribution. Subject to the limitation on the aggregate amount of cash included in the special distribution, for each share owned at the close of business on the record date for the special distribution, shareholders may elect to receive either (1) $7.54 in cash or (2) shares of Longview Fibre's common stock having a market value of $7.54, determined based on the average closing price per share of the company's common stock on the New York Stock Exchange on the first three trading days after the July 26, 2006 election deadline, except that the special distribution will be made only in cash on any shares that are at the close of business on June 26, 2006 (a) registered in the name of a record holder that owned fewer than 100 shares of record or (b) owned in any lot of fewer than 100 shares through a bank, broker or other nominee holding those shares in "street name" on behalf of the shares' beneficial owner. If the total amount of cash to be included in the special distribution, other than cash to be paid in lieu of fractional shares, would otherwise exceed $77 million, then cash payments to shareholders that elect to receive cash will be prorated. If the aggregate number of shares of the company's common stock a shareholder would otherwise receive in the special distribution consists of a fractional share or a whole number of shares plus a fractional share, such shareholder will receive, in lieu of that fractional share, an amount of cash equal to the market value of that fractional share determined for purposes of the special distribution as described above.
A prospectus and election form for the special distribution will be mailed to shareholders promptly after June 26, 2006 and will describe in more detail the special distribution and the process by which eligible shareholders may elect to receive the special distribution in the form of cash and/or shares of the company's common stock. The company expects the special distribution to be a taxable distribution to its shareholders, without regard to whether a particular shareholder receives the special distribution in the form of cash, shares of the company's common stock or a combination of cash and shares of the company's common stock.
Shareholders with questions regarding the special distribution should call Innisfree M&A Incorporated, the company's information agent for the special distribution, toll-free at 877-750-9499 (banks and brokers may call collect at 212-750-5833). The transfer agent for the company's common stock is Wells Fargo Shareowner Services, P.O. Box 64854, St. Paul, MN 55164-0854. Wells Fargo Shareowner Services will act as the paying agent for the special distribution.
SOURCE: Longview Fibre Company