Brookfield sells off remaining interest in Western Forest Products

The private equity group at Brookfield Asset Management has agreed to sell its remaining interest in Western Forest Products Inc (TSX: WEF), a Vancouver-based timberlands manager and wood producer. Adding to a previously announced secondary offering, Brookfield will sell at least 80 million shares at a price of $2.50 per share, giving it minimum gross proceeds of $200 million. Concurrent with the offering, a syndicate of underwriters bought the outstanding portion of Brookfield’s 29 percent stake in the company for resale. Western Forest Products was founded in 2004 as a result of Brookfield’s acquisition of the bankrupt Doman Industries Ltd.


Western Forest Products Announces Upsize to Bought Secondary Offering by Brookfield Special Situations to $200 Million of Common Shares

VANCOUVER, BRITISH COLUMBIA–(Marketwired – Aug. 21, 2014) –

Western Forest Products Inc. (TSX:WEF) (“Western” or the “Company”) and Brookfield Special Situations Management Limited (“Brookfield”) today announced that Brookfield has upsized the previously announced bought deal secondary offering to 80,000,000 common shares (the “Common Shares”) to be issued at a price of $2.50 per Common Share, for gross proceeds of $200 million (the “Offering”). The Underwriters have been granted an over-allotment option, exercisable for a period of 30 days from the closing of the Offering, to purchase 12,000,000 additional Common Shares (the “Option Shares” and together with the Common Shares, the “Offered Shares”) at a price of $2.50 per Option Share under the same terms. The Underwriters subsequently exercised the over-allotment option.

Brookfield currently holds 113,960,052 common shares, representing 29% of the issued and outstanding common shares of the Company. Concurrently with the Offering, CIBC World Markets Inc. and Scotiabank, on behalf of a syndicate of underwriters, acquired Brookfield’s remaining interest in Western for immediate resale through the facilities of a Canadian exchange (the “Concurrent Offering”). Following the Offering, the sale of the Option Shares and the Concurrent Offering, Brookfield will no longer hold any common shares of the Company.

The Offered Shares will be offered by way of a short form prospectus, to be filed by no later than August 26, 2014, in all of the provinces of Canada pursuant to National Instrument 44-101 Short Form Prospectus Distributions and in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended. Closing of the Offering is expected to occur on or before September 10, 2014 and is subject to certain conditions, including the approval of the Toronto Stock Exchange and the Canadian securities regulatory authorities.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction in which such offer, sale or solicitation would be unlawful. The Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Western Forest Products
Western is an integrated Canadian forest products company and the largest coastal British Columbia woodland operator and lumber producer with an annual available harvest of approximately 6.4 million cubic metres of timber of which approximately 6.2 million cubic metres is from Crown lands and lumber capacity in excess of 1.1 billion board feet from eight sawmills and three remanufacturing plants. Principal activities conducted by the Company include timber harvesting, reforestation, sawmilling logs into lumber and by-products and value-added remanufacturing. Substantially all of Western’s operations, employees and corporate facilities are located in the coastal region of British Columbia while its products are sold in over 25 countries worldwide.

Forward Looking Statements
This press release contains statements which constitute forward-looking statements and forward-looking information within the meaning of applicable securities laws. Those statements and information appear in a number of places in this document and include statements and information regarding our current intent, belief or expectations primarily with respect to market and general economic conditions, future costs, expenditures, available harvest levels and our future operating performance, objectives and strategies. Such statements and information may be indicated by words such as “estimate”, “expect”, “anticipate”, “plan”, “intend”, “believe”, “should”, “may” and similar words and phrases. Readers are cautioned that it would be unreasonable to rely on any such forward-looking statements and information as creating any legal rights, and that the statements and information are not guarantees and may involve known and unknown risks and uncertainties, and that actual results and objectives and strategies may differ or change from those expressed or implied in the forward-looking statements or information as a result of various factors. Such risks and uncertainties include, among others: general economic conditions, competition and selling prices, changes in foreign currency exchange rates, labour disruptions, natural disasters, relations with First Nations groups, changes in laws, regulations or public policy, misjudgements in the course of preparing forward-looking statements or information, changes in opportunities and other factors referenced under the “Risks and Uncertainties” section of our MD&A in our 2013 Annual Report dated February 20, 2014. All written and oral forward-looking statements or information attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. Except as required by law, Western does not expect to update forward-looking statements or information as conditions change.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Western Forest Products Inc.
Brian Cairo
CFO & Corporate Secretary
(250) 734-4710

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