Doman Industries completes restructuring

Client

Doman Industries Ltd. and Western Forest Products

Date

July 2004
On July 27, 2004, Doman Industries Ltd. completed its restructuring and emerged from protection under the Companies' Creditors Arrangement Act, with Western Forest Products Inc. becoming the successor business to Doman. Western Forest Products (together with its subsidiaries) is an integrated forest products company and the second-largest coastal woodland operator in British Columbia.

Doman filed for protection under the CCAA in November 2002. A plan of compromise and arrangement was approved by creditors on June 7, 2004 and sanctioned by the British Columbia Supreme Court on June 11.

Under the plan, approximately 75 per cent of the total common shares of Western Forest Products were issued to trade creditors of Doman and holders of Doman's unsecured notes, including the standby purchasers. The remaining 25 per cent of the common shares and US$221 million principal amount of 15 per cent secured bonds of Western Forest Products were issued pursuant to the exercise of warrants distributed to that group of stakeholders, a standby commitment of the standby purchasers and a private placement of common shares and secured bonds to the standby purchasers. The subscription proceeds were used by Doman primarily to repay holders of its US$160 million principal amount of secured notes, to cover related costs and to fund its CCAA exit costs.

Under the plan, Doman shareholders received warrants of Western Forest Products which are exercisable into common shares of Western Forest Products.

The plan required Western Forest Products to establish a working capital facility with CIT Business Credit Canada Inc., replacing a similar facility which had been in place previously between Doman and CIT. Implementing the plan also required an extensive corporate reorganization involving, among other things, numerous transfers of assets.

Doman, Western Forest Products and their respective subsidiaries were represented by Fasken Martineau in Vancouver, with a team that included Michael Fitch, Q.C., Robert Millar, Alison Campbell and Kibben Jackson (bankruptcy/insolvency), Mitch McCormick, Peter Finley, Barbara Vanderburgh, Gary Ott and Alison Oxtoby (corporate and real estate), Paul Wilson, Jason Harris and Carmine Boskovich (environmental and regulatory), Lata Casciano, Melody Schalm and Georald Ingborg (securities), Brent Lewis (banking) and Paul Fairweather (employment).