Western closes secondary offering.
2013-10-09 09:28 ET - News Release Mr. Brian Cairo reports WESTERN FOREST PRODUCTS ANNOUNCES CLOSING OF THE SECONDARY OFFERING BY BROOKFIELD SPECIAL SITUATIONS Western Forest Products Inc. and Brookfield Special Situations Management Ltd., a wholly owned subsidiary of Brookfield Asset Management, have closed the previously announced bought-deal secondary offering, through which Brookfield sold 46 million units at an offering price of $1.45 per offered unit, for aggregate gross proceeds to Brookfield of $66.7-million. Each Offered Unit consisted of one non-voting share (an "Offered Share") of the Company owned by Brookfield and one voting common share purchase warrant (a "Warrant") of the Company, with each Warrant entitling the holder thereof to purchase one voting common share (a "Common Share") of the Company owned by Brookfield at a price of $1.60 until July 31, 2014. The Offering was conducted by Scotiabank, CIBC World Markets Inc., Goldman Sachs Canada Inc., RBC Dominion Securities Inc., TD Securities Inc., BMO Nesbitt Burns Inc., HSBC Securities (Canada) Inc., National Bank Financial Inc. and Raymond James Ltd. (collectively, the "Underwriters"). Closing of the Offering included the full exercise of the over-allotment option granted to the Underwriters. On closing of the Offering, all Offered Shares were converted, on a one-for-one basis, into Common Shares of Western, representing approximately 15% of the issued and outstanding Common Shares on a non-diluted basis after giving effect to the Offering. Immediately following completion of the Offering, 45,119,820 of the then remaining non-voting shares held by Brookfield were converted into Common Shares on a one-for-one basis (the "Post-Offering Conversion"), resulting in Brookfield holding 172,506,977 Common Shares, representing approximately 49% of the current issued and outstanding Common Shares of Western on a non-diluted basis. This represents the same percentage of Common Shares that Brookfield held prior to the Offering. The Post-Offering Conversion and certain transactions in connection with the Warrants may be considered to be "related party transactions" as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as the Company issued securities to Brookfield (a related party of the Company by virtue of its beneficial ownership of more than 10% of the voting shares of the Company) in connection with the Post-Offering Conversion and will be distributing Common Shares held by Brookfield upon exercise of Warrants. Such transactions, however, are exempt from the valuation and minority approval requirements under MI 61-101 for related party transactions as the aggregate fair market value of the subject matter of the applicable transactions is less than 25% of the Company's market capitalization.