Sino-Forest Corporation, a leading commercial forest plantation operator in China, completed an offering of US$460 million principal amount of 4.25% convertible senior notes due 2016 and an offering of 21,850,000 common shares at a price of CDN$16.80 per common share for gross proceeds of CDN$367 million.
The convertible note offering included the exercise in full of the over-allotment option by the initial purchasers for US$60 million principal amount of convertible senior notes. The notes are convertible into common shares of Sino-Forest Corporation. The notes were offered on a private placement basis in Canada, the United States and internationally pursuant to available exemptions, through a syndicate of initial purchasers formed by Credit Suisse Securities (USA) LLC, BofA Merrill Lynch and TD Securities Inc.
The offering of common shares included the exercise in full of the over-allotment option by the underwriters to purchase 2,850,000 common shares. The common shares were issued pursuant to a short form prospectus dated December 10, 2009. In addition to the offering in Canada, a portion of the offering was sold on a private placement basis in the United States, Asia and elsewhere. The offering was underwritten through a syndicate of underwriters with Credit Suisse Securities (Canada), Inc. and TD Securities Inc. as joint bookrunners and including Dundee Securities Corporation, RBC Dominion Securities Inc., Scotia Capital Inc., CIBC World Markets Inc., BofA Merrill Lynch, Canaccord Financial Ltd. and Maison Placements Canada Inc.
Sino-Forest Corporation was represented in Canada by Aird & Berlis LLP, with a team that included Richard Kimel, Jennifer Wainwright, Jeffrey Merk, Susan Pak and Andrew Magnus (corporate/securities) and Barbara Worndl (tax).