The private equity group of Brookfield Asset Management has launched a bought deal secondary offering to sell common shares of Norbord Inc (TSX, NYSE: OSB), a Toronto-based manufacturer of wood-based panels. The offering will sell up to $172.9 million in shares, including its greenshoe option. With its completion, Brookfield’s current stake in the company, roughly 53 percent, will drop to about 48.6 percent or lower if the greenshoe option is exercised. Two years ago, Norbord was combined with Vancouver’s Ainsworth Lumber Co Ltd, another Brookfield-owned company. The merger deal was valued at $762.6 million.
Norbord Inc. Announces Secondary Bought Deal Offering of Its Common Shares by Brookfield
TORONTO, ONTARIO–(Marketwired – Aug. 2, 2017) –
Norbord Inc. (“Norbord”) (TSX:OSB)(NYSE:OSB) today announced a bought deal secondary offering (the “Offering”) with a syndicate of underwriters led by RBC Capital Markets, BMO Capital Markets, BofA Merrill Lynch, Scotiabank, TD Securities Inc. and CIBC Capital Markets through which a fund managed by Brookfield Asset Management Inc. (TSX:BAM.A)(NYSE:BAM)(EURONEXT:BAMA) has agreed to sell 3,550,000 common shares of Norbord (the “Common Shares”) at an offering price of $42.35 per Common Share (the “Offering Price”).
The underwriters have been granted an over-allotment option, exercisable in whole or in part for a period of 30 days following closing of the Offering, to purchase up to an additional 532,500 Common Shares at the Offering Price, under the same terms.
Brookfield Asset Management Inc., its affiliates and funds managed by it (“Brookfield”) currently own approximately 53% of the outstanding Common Shares of Norbord. Upon the completion of the Offering, but before giving effect to the over-allotment option, Brookfield will own, directly and indirectly, 41,857,240 Common Shares, representing approximately 48.6% of Norbord.
The Offering is expected to close on or about August 9, 2017. Norbord will not receive any proceeds from the Offering.
The Common Shares are being offered under Norbord’s existing base shelf prospectus filed in the United States and Canada. In the United States, the Common Shares are being offered pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission. Norbord has filed a preliminary prospectus supplement in Canada and the United States relating to the Offering. Before investing, potential purchasers should read these documents and other public filings by Norbord for more complete information about Norbord and the Offering.
Copies of these documents may be obtained for free on EDGAR at www.sec.gov or on SEDAR at www.sedar.com. Alternatively, copies can be obtained from: (i) in Canada, RBC Dominion Securities Inc., Attention: Simon Yeung, Distribution Centre, RBC Wellington Sq., 8th Floor, 180 Wellington St. W., Toronto, Ontario M5J 0C2, telephone: (416) 842-5349, email: Distribution.RBCDS@rbccm.com; BMO Capital Markets, Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario L6S 6H2, telephone: (905) 791-3151 ext: 4312, email: firstname.lastname@example.org; and Merrill Lynch Canada Inc., Attention: Lisa Loughery, 181 Bay Street, Suite 400, Toronto, ON M5J 2V8, telephone: (416) 369-7558, email: email@example.com, and (ii) in the United States, RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, telephone: (877) 822-4089, email: firstname.lastname@example.org; BMO Capital Markets Corp., Attention: Equity Syndicate Department, 3 Times Square, 25th Floor, New York, NY 10036 (Attn: Equity Syndicate), telephone: (800) 414-3627, email: email@example.com; and BofA Merrill Lynch, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, email: firstname.lastname@example.org.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the Common Shares described herein, nor shall there be any sale of these Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Common Shares being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the base shelf prospectus or the preliminary prospectus supplement.
Norbord Inc. is a leading global manufacturer of wood-based panels and the world’s largest producer of oriented strand board (OSB). In addition to OSB, Norbord manufactures particleboard, medium density fibreboard and related value-added products. Norbord has assets of approximately US$1.8 billion and employs approximately 2,600 people at 17 plant locations in the United States, Canada and Europe. Norbord is a publicly traded company listed on the Toronto Stock Exchange and New York Stock Exchange under the symbol “OSB”.
Senior Manager, Corporate Affairs
Photo courtesy of Norbord Inc