Norske Skog launches offer of EUR 250 million Senior Secured Notes (SSN) and exchange offer of existing notes

Today, Norske Skog is launching two separate offers (i) an offering of EUR 250 million Senior Secured Notes (SSN) due December 2019 to achieve a broader refinancing and debt extension of the group's capital structure and (ii) an exchange offer of existing notes.

Norske Skog intends to use the net proceeds from the issuance primarily to facilitate a debt exchange for the existing bonds, which would extend maturities of all but the 2033 bonds. Existing bondholders would be offered a differentiated mix of cash and new unsecured notes depending on the underlying maturity dates of the existing notes. The new SSN would rank senior to the new exchange notes issued. The new exchange notes issued would in turn rank senior to the existing notes that do not participate in the exchange.   

The SSN financing and debt exchange transactions have been pre-marketed to a number of major holders of existing bonds and large institutional investors. Norske Skog has received interest in participation and strong support for the transactions from various investors.   

- We are pleased to announce our long-term financing plan. Following the completion of the transactions, we will have strengthened and secured our long-term capital structure by enhancing our liquidity position, realizing immediate de-leveraging and extending material debt maturities until at least December 2019, said Mr. Sven Ombudstvedt, President and CEO of Norske Skog.

- We now believe that we are in a better cost position and are more competitive compared to prior years, due to continued cost reduction programmes, an advantageous currency situation, a lower oil price and better economies of scale at our remaining units. We have adapted our production portfolio to market needs, and last year completed substantial investments at Saugbrugs and Boyer, giving these units a competitive edge for the future, explained Mr. Ombudstvedt.

Norske Skog will require the consents of a specified majority of the holders of each of the series of existing notes to be able to issue the EUR 250 million SSN. No consents would be required to issue approximately EUR 180 million SSN. Therefore, if the offering is completed, Norske Skog will in any case make a minimum issue of approximately EUR 180 million SSN.

The advisors for the transactions are Goldman Sachs International and Citi. This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. Not for distribution in the United States.

Norske Skog
Communications and Public Affairs

This press release may include projections and other "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of Norske Skogindustrier ASA or its subsidiaries ("Norske Skog") about further events and financial performance. Although Norske Skog believes that these views and assumptions are reasonable, the statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities in the Unites States, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the Securities Act of 1933 (the "Securities Act").  The securities may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about the company and management, as well as financial statements. This press release is being issued pursuant to and in accordance with Rule 135e under the Securities Act.

In member states of the European Economic Area, this press release (and any offer of the securities referred to herein if made subsequently) is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive.

This press release is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) in connection with the issue or sale of any notes may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In connection with the issuance of the SSN, the stabilizing manager (or any person acting on behalf of the stabilizing manager) may over-allot the SSN or effect transactions with a view to supporting the market price of the notes at a level higher than that which might otherwise prevail.  However, there is no assurance that the stabilizing manager (or any person acting on behalf of the stabilizing manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the SSN  is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the SSN and 60 days after the date of the allotment of the SSN.  Any stabilization action or over-allotment must be conducted by the stabilizing manager (or person acting on behalf of the stabilizing manager) in accordance with all applicable laws and rules.

This press release does not constitute an offer to sell or buy or the solicitation of an offer to sell or buy the existing bonds and/or the new unsecured notes, as applicable (and offers of existing bonds for exchange pursuant to the offers will not be accepted from holders), in any circumstances in which such offer or solicitation is unlawful.