Table of Contents
Washington, D.C. 20549
Québec, Canada (State or other jurisdiction of incorporation or organization) | 2600 (Primary Standard Industrial Classification Code Number) | 98-0140192 (I.R.S. Employer Identification No.) |
Proposed Maximum | Proposed Maximum | Amount of | ||||||||||
Title of Each Class of | Amount to be | Offering | Aggregate | Registration | ||||||||
Securities to be Registered | Registered | Price per Unit(1) | Offering Price(1) | Fee(2) | ||||||||
73/4% Senior Notes due 2017 | $500,000,000 | 100% | $500,000,000 | $35,650 | ||||||||
Guarantee of 73/4% Notes Due 2017(3) | — | — | — | $0(4) | ||||||||
77/8% Senior Notes due 2020 | $250,000,000 | 100% | $250,000,000 | $17,825 | ||||||||
Guarantee of 77/8% Notes Due 2020(3) | — | — | — | $0(4) | ||||||||
Total Registration Fee | — | — | — | $53,475 | ||||||||
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f). | |
(2) | The registration fee was calculated under Rule 457(f)(2). | |
(3) | See inside facing page for additional registrant guarantors. | |
(4) | Pursuant to Rule 457(n), no registration fee is required with respect to the guarantees. |
Table of Contents
State or Other | ||||||
Jurisdiction of | Primary Standard | IRS Employer | ||||
Exact Name of Registrant as Specified | Incorporation or | Industrial Classification | Identification | |||
in its Charter(1) | Organization | Code Number | Number | |||
Cascades Auburn Fiber Inc. | Delaware | 2600 | 01-0518538 | |||
Cascades Boxboard Group — Connecticut LLC | Delaware | 2600 | 98-0494081 | |||
Cascades Boxboard U.S., Inc. | Delaware | 2600 | 52-2052689 | |||
Cascades Canada Inc. | Canada | 2600 | 98-0454050 | |||
Cascades Delaware LLC | Delaware | 2600 | Not Applicable | |||
Cascades Energy Initiative Inc. | Delaware | 2600 | 20-5658058 | |||
Cascades Enviropac HPM LLC | Delaware | 2600 | 26-0309100 | |||
Cascades Fine Papers Group Inc. | Canada | 2600 | 98-0621269 | |||
Cascades Fine Papers Group (USA) Inc. | New York | 2600 | 52-1291428 | |||
Cascades Moulded Pulp, Inc. | North Carolina | 2600 | 56-1522825 | |||
Cascades Paperboard International Inc. | Canada | 2600 | Not Applicable | |||
Cascades Plastics Inc. | Delaware | 2600 | 43-1888636 | |||
Cascades SPG Sales Inc. | Delaware | 2600 | 14-1685880 | |||
Cascades Tissue Group — Arizona Inc. | Delaware | 2600 | 45-0470187 | |||
Cascades Tissue Group — IFC Disposables Inc. | Tennessee | 2600 | 62-1454515 | |||
Cascades Tissue Group — Maryland LLC | Delaware | 2600 | 20-5387970 | |||
Cascades Tissue Group — New York Inc. | Delaware | 2600 | 45-0470185 | |||
Cascades Tissue Group — North Carolina Inc. | North Carolina | 2600 | 56-1374538 | |||
Cascades Tissue Group — Oregon Inc. | Delaware | 2600 | 82-0543336 | |||
Cascades Tissue Group — Pennsylvania Inc. | Delaware | 2600 | 23-3091814 | |||
Cascades Tissue Group — Sales Inc. | Delaware | 2600 | 11-3726050 | |||
Cascades Tissue Group — Tennessee Inc. | Delaware | 2600 | 68-0554988 | |||
Cascades Tissue Group — Wisconsin Inc. | Delaware | 2600 | 52-2338207 | |||
Cascades Tenderco Inc. | Canada | 2600 | Not Applicable | |||
Cascades Transport Inc. | Canada | 2600 | 98-0417452 | |||
Cascades USA Inc. | Delaware | 2600 | 68-0592968 | |||
Conference Cup Ltd. | Ontario, Canada | 2600 | Not Applicable | |||
Dopaco, Inc. | Pennsylvania | 2600 | 23-2106485 | |||
Dopaco Canada, Inc. | Canada | 2600 | Not Applicable | |||
Dopaco Limited Partnership | Delaware | 2600 | 23-2925650 | |||
Dopaco Pacific LLC | Delaware | 2600 | 23-2914117 | |||
Garven Incorporated | Ontario, Canada | 2600 | Not Applicable | |||
Kingsey Falls Investments Inc. | Canada | 2600 | Not Applicable | |||
Norampac Delaware LLC | Delaware | 2600 | Not Applicable | |||
Norampac Export Sales Corp. | Nevada | 2600 | 20-2712697 | |||
Norampac Finance US Inc. | Delaware | 2600 | 16-1610730 | |||
Norampac Holding US Inc. | Delaware | 2600 | 16-1610733 | |||
Norampac Industries Inc. | New York | 2600 | 16-1306807 | |||
Norampac New England Inc. | Massachusetts | 2600 | 04-2281071 | |||
Norampac New York City Inc. | New York | 2600 | 11-1363670 | |||
Norampac Schenectady Inc. | New York | 2600 | 48-1307248 | |||
W.H. Smith Paper Corporation | New York | 2600 | 14-1077370 | |||
7251637 Canada Inc. | Canada | 2600 | Not Applicable |
(1) | The address and telephone number for each of the additional registrants is 404 Marie-Victorin Blvd., Kingsey Falls, Québec, Canada J0A 1B0, Telephone:(819)363-5100 |
Table of Contents
Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such State. |
Offer to exchange up to US$500,000,000 Aggregate Principal Amount of Newly Issued 73/4% Senior Notes due 2017 For a Like Principal Amount of Outstanding Restricted 73/4% Senior Notes due 2017 issued in December 2009 | Offer to exchange up to US$250,000,000 Aggregate Principal Amount of Newly Issued 77/8% Senior Notes due 2020 For a Like Principal Amount of Outstanding Restricted 77/8% Senior Notes due 2020 issued in December 2009 |
Page | ||||||||
ii | ||||||||
ii | ||||||||
ii | ||||||||
ii | ||||||||
iii | ||||||||
iv | ||||||||
1 | ||||||||
22 | ||||||||
34 | ||||||||
41 | ||||||||
42 | ||||||||
43 | ||||||||
44 | ||||||||
45 | ||||||||
51 | ||||||||
61 | ||||||||
Related Party Transactions and Other Material Contracts | ||||||||
63 | ||||||||
67 | ||||||||
Notice to Investors | ||||||||
159 | ||||||||
162 | ||||||||
167 | ||||||||
168 | ||||||||
168 | ||||||||
168 | ||||||||
EX-3.4 | ||||||||
EX-3.6 | ||||||||
EX-3.7 | ||||||||
EX-3.11 | ||||||||
EX-3.15 | ||||||||
EX-3.16 | ||||||||
EX-3.17 | ||||||||
EX-3.18 | ||||||||
EX-3.20 | ||||||||
EX-3.24 | ||||||||
EX-3.29 | ||||||||
EX-3.34 | ||||||||
EX-3.35 | ||||||||
EX-3.36 | ||||||||
EX-3.38 | ||||||||
EX-3.52 | ||||||||
EX-3.53 | ||||||||
EX-3.63 | ||||||||
EX-3.73 | ||||||||
EX-3.74 | ||||||||
EX-3.75 | ||||||||
EX-3.76 | ||||||||
EX-3.83 | ||||||||
EX-3.85 | ||||||||
EX-3.86 | ||||||||
EX-3.90 | ||||||||
EX-3.94 | ||||||||
EX-3.95 | ||||||||
EX-4.24 | ||||||||
EX-4.25 | ||||||||
EX-5.1 | ||||||||
EX-5.2 | ||||||||
EX-5.3 | ||||||||
EX-5.4 | ||||||||
EX-5.5 | ||||||||
EX-5.6 | ||||||||
EX-12.1 | ||||||||
EX-21.1 | ||||||||
EX-23.1 | ||||||||
EX-25.1 | ||||||||
EX-99.1 | ||||||||
EX-99.2 | ||||||||
EX-99.3 | ||||||||
EX-99.4 | ||||||||
EX-99.5 |
Table of Contents
• | cyclical fluctuations in demand for, and the prices of, our products; | |
• | our raw material and energy costs; |
ii
Table of Contents
• | our exposure to significant competition, including competition with firms that may enjoy cost advantages or economies of scale; | |
• | compliance costs associated with environmental laws and regulations, including unforeseen expenditures as a result of environmental liabilities; | |
• | casualty or other losses that are not fully covered by insurance; | |
• | labor disputes, work stoppages or increased labor costs; | |
• | difficulty recouping our investments in joint ventures or other companies that we do not control; | |
• | difficulties associated with acquiring companies, or integrating acquired companies, as part of our growth strategy; | |
• | the impairment of our goodwill or other intangible assets; | |
• | changes in the control of our equity capital, changes in strategy or management brought about by our existing shareholders or similar changes relating to our control and management; | |
• | our inability to retain key personnel or attract and retain other talented employees; and | |
• | fluctuations in currency exchange rates. |
iii
Table of Contents
• | Our Annual Report onForm 40-F for the year ended December 31, 2009, filed on March 30, 2010; and | |
• | Our Reports of Foreign Private Issuer onForm 6-K, filed on March 1, 2010, March 5, 2010, March 11, 2010 and March 30, 2010. |
404 Marie-Victorin Blvd.
P.O. Box 30
Kingsey Falls, Québec,
Canada J0A 1B0
Attention: Robert F. Hall
iv
Table of Contents
1
Table of Contents
2
Table of Contents
3
Table of Contents
Financial Summary | Financial Summary | Financial Summary | Financial Summary | Financial Summary | |||||||||||||||||||||||||||||
Sales | $ | 1,313 | Sales | $ | 1,062 | Sales | $ | 769 | Sales | $ | 840 | Inter-segment sales | $ | (107 | ) | ||||||||||||||||||
% of total | 33 | % | % of total | 27 | % | % of total | 19 | % | % of total | 21 | % | ||||||||||||||||||||||
Operating income | $ | (8 | ) | Operating income | $ | 82 | Operating income | $ | 40 | Operating income | $ | 116 | Operating income (loss) | $ | (16 | ) | |||||||||||||||||
% of total of income | (4 | ) | % | % of total | 38 | % | % of total | 19 | % | % of total | 54 | % | % of total | (7 | ) | % | |||||||||||||||||
OIBD(1) | $ | 115 | OIBD(1) | $ | 145 | OIBD(1) | $ | 74 | OIBD(1) | $ | 154 | OIBD(1) | $ | (23 | ) | ||||||||||||||||||
% of total | 25 | % | % of total | 31 | % | % of total | 16 | % | % of total | 33 | % | % of total | (5 | ) | % | ||||||||||||||||||
Net cash provided by (used in) operating activities | $ | 41 | Net cash provided by (used in) operating activities | $ | 131 | Net cash provided by (used in) operating activities | $ | 65 | Net cash provided by (used in) operating activities | $ | 78 | Net cash provided by (used in) operating activities | $ | 42 | |||||||||||||||||||
% of total | 11 | % | % of total | 37 | % | % of total | 18 | % | % of total | 22 | % | % of total | 12 | % |
Market Position | Market Position | Market Position | Market Position | |||||||||||||
• | Largest CRB producer in Canada(3) | • | Leading containerboard producer in Canada | • | Leading honeycomb packaging producer in Canada | • | Top rated green tissue retail brand in Canada | |||||||||
• | Third largest CRB producer in North America(3) | • | Sixth largest containerboard producer in North America | • | Largest recycled paper collector in Canada | • | Second largest tissue producer in Canada | |||||||||
• | Second largest coated boxboard producer in Europe(4) | • | Leading producer of recycled fiber papers in North America | • | Fourth largest tissue producer in North America | |||||||||||
• | Leading QSR folding carton producer in North America(5) |
(1) | Excluding specific items and before inter-segment sales and corporate activities. | |
(2) | OIBD excludes specific items, as more fully described in Footnote 2 under “— Summary Historical Financial Information.” | |
(3) | CRB — “Coated Recycled Boxboard.” | |
(4) | Through our 36%-owned joint venture interest in Reno de Medici S.p.A. | |
(5) | QSR — “Quick-Service Restaurant.” |
4
Table of Contents
• | Leading Market Positions with Environmentally Sustainable Product Focus. With approximately 79% of our total consolidated sales (before inter-segment sales and corporate activities) for the year ended December 31, 2009 in our Packaging segment, we are one of the leaders in Canada and hold one of the leading market positions in the packaging industry in North America. We also are a leading producer of coated boxboard in Europe. We are the sole Canadian public company in Canada active in the tissue sector. We believe our leading market positions and our environmental focus give us an advantage over many of our competitors. We believe the demand for green products is growing and we are well-positioned to take advantage of the growing environmental trend due to our strengths and diversity of product offerings. | |
• | Fully Integrated Recycling Solutions Provider. We are an integrated manufacturer with both downstream recycled paper collection and processing capabilities and upstream manufacturing and converting operations. We have created a “closed-loop system” that enables us to manufacture our products efficiently for our customers. We continually look for opportunities to increase our integration to further ensure the supply of raw materials to our mills and grow the development of our environmentally sustainable products. In September 2009, we announced the acquisition of Yorkshire Paper Corporation and the Canadian assets of Sonoco Recycling. These acquisitions further strengthen our collection capabilities and enable us to more effectively manufacture our products. |
5
Table of Contents
• | Diversified Portfolio of Products, Markets and Geographic Locations. We manufacture and sell a diversified portfolio of packaging, tissue and specialty paper products for commercial, industrial and retail end markets in Canada, the United States, Europe and other regions. Our customers include Fortune 500, medium and small-sized companies across a broad range of industries. We believe that our product, geographic and customer diversification help us maintain our operating performance through economic downturns and changing market conditions. The size and diversity of our operations also allow us to cost-effectively serve customers on a regional and multinational basis, reducing delivery times and enhancing customer service. | |
• | Strong Presence in Consumer-Oriented End Markets. Our paper packaging, tissue and specialty paper products are sold primarily to consumer-oriented end markets, which tend to be less sensitive to economic cycles. As a result, products sold to these markets tend to exhibit a greater degree of stability and predictability in demand and product prices than products sold to commercial or industrial-oriented end markets. Our participation in consumer-oriented end markets has increased with our focus on selling private label tissue products. We expect our presence in consumer-oriented end markets to continue to increase over the next several years given our strategic growth priorities and the integration of assets and operations that we acquire similar to our acquisition of Atlantic Packaging’s tissue division, a manufacturer of tissue paper made primarily from recycled fibers, that we completed on August 31, 2009. | |
• | Strong and Sustainable Free Cash Flow. We maintain favorable cost positions in our assets and have disciplined capital expenditure and acquisition programs. Since 1998, our businesses have generated, on average, $198 million of annual cash flows from operating activities from continuing operations. As demonstrated by the actions we took in 2008 and 2009 to improve our businesses, we are focused on improving profitability through cost reduction and production optimization. | |
• | Strong Management and Progressive Corporate Culture. We manage our operations using a decentralized structure, with each facility, business line and segment operating as a separate profit center. This structure places significant management, operational and financial responsibilities at each level of our business, subject to corporate level review and oversight. In addition, our employees and managers participate in profit sharing plans that link their compensation to the financial performance of their facility, business line or segment, as well as the performance of the consolidated company. We believe that our culture of individual accountability, which reaches every level of our business, and the potential for internal promotion have been instrumental in attracting and retaining qualified and dedicated personnel, improving our financial results and helping us maintain profitability through industry cycles. In particular, the members of our senior management team, led by Bernard, Laurent and Alain Lemaire, have an average of 24 years of tenure with us. |
• | Continue Our Leadership in “Green” Packaging, Specialty Products and Tissue Paper. We are focused on product innovation in order to maintain our leadership position in environmentally-friendly products. We continually invest in research and development to develop new products for our customers. As a result of our efforts, we have been able to grow product sales of our green products. In 2009, sales of our Cascades® Brand 100% recycled tissue and our 100% recycled fine papers increased by more than 25% and 40%, respectively. We believe our technical knowledge of recycled fibers is a core competency and we plan to apply our knowledge to promote the greenest products and pursue a broad range of business development initiatives. | |
• | Improve Efficiency and Reduce Costs. Our goal is to create the best performing company with the most efficient assets in the packaging and tissue sectors. We have improved, and continue to improve, the cost structure of our segments and facilities through the sale or closure of underperforming mills and converting plants as well as investing in new technologies. Our focus on asset efficiency and cost reduction has recently helped turn around our Boxboard Group. For the year ended December 31, 2009, our Boxboard Group OIBD (excluding specific items) increased approximately 248% to $115 million from $33 million for the year |
6
Table of Contents
ended December 31, 2008. We plan to continue to invest and improve our asset base with the intention [to achieve a consolidated return on assets of 15% within 3 to 5 years. |
• | Increase Vertical Integration and Access to Recycled Fiber. We plan to increase our converting integration, which is the percentage of our mill products that are used by our own converting operations to make finished products and our access to recycled fiber. We believe that increasing the degree to which our mills and converting operations are integrated will enable our mills to run at higher capacity utilization rates during all phases of the industry cycle. By increasing our access to recycled fiber, we are more assured of a dependable source of our most important raw material. In addition, increased access to recycled fiber allows us to more effectively control costs. We are focused on ensuring a steady, cost-effective supply of raw material to our mills while providing for the development of environmentally sustainable products. | |
• | Maintain Disciplined Financial Management. We employ a disciplined approach to acquisitions, capital expenditures and managing debt levels. Our strategy, combined with a favorable cost environment, has enabled us to lower our net leverage ratio (which we define as net debt (total debt less cash and cash equivalents) divided by OIBD (excluding specific items)) to 3.3x as of December 31, 2009, the lowest ratio since 2002. Our objective is to improve our financial flexibility by restoring our debt ratios and share value to levels comparable to those at year-end 2002 by December 2011 through improved profitability and reduced indebtedness. | |
• | Pursue Strategic Acquisitions. We evaluate on an ongoing basis various opportunities to participate in acquisitions of assets, businesses and activities that complement our existing assets, businesses or activities. We believe that our pursuit of these opportunities, if successful, will enable us to increase the size and scope of our businesses. We also believe that strategic acquisitions will provide us opportunities to improve productivity, reduce costs and ultimately improve profitability. |
7
Table of Contents
The Exchange Offer | We are offering to exchange up to (i) US$500,000,000 aggregate principal amount of our registered 73/4% Senior Notes due 2017 (the “new 2017 notes”) for an equal principal amount of our outstanding restricted 73/4% Senior Notes due 2017 (the “original 2017 notes”) that were issued in December 2009, and (ii) US$250,000,000 aggregate principal amount of our registered 77/8% Senior Notes due 2020 (the “new 2020 notes,” and together with the new 2017 notes, the “exchange notes”) for an equal principal amount of our outstanding restricted 77/8% Senior Notes due 2020 (the “original 2020 notes,” and together with the original 2017 notes, the “original notes”) that were issued in December 2009. The terms of each series of exchange notes are identical in all material respects to those of the corresponding series of original notes, except for transfer restrictions and registration rights and related special interest provisions relating to the original notes. Each series of exchange notes will be of the same class as the corresponding series of outstanding original notes. Holders of original notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. | |
Purpose of the Exchange Offer | The exchange notes are being offered to satisfy our obligations under the respective registration rights agreements entered into at the time we issued and sold the original 2017 notes and the original 2020 notes. | |
Expiration Date; Withdrawal of Tenders | The exchange offer will expire at 9:00 a.m., New York City time, on , 2010, or on a later date and time to which we extend it (the “expiration date”). Tenders of original notes in the exchange offer may be withdrawn at any time prior to the expiration date. The exchange date will be as soon as practicable following the expiration date. Any original notes that are not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer. | |
Procedures for Tendering Original Notes | Each holder of original notes wishing to participate in the exchange offer must complete, sign and date the accompanying letter of transmittal, or its facsimile, in accordance with its instructions, and mail or otherwise deliver it, or its facsimile, together with the original notes and any other required documentation to the exchange agent at the address in the letter of transmittal. Original notes may be physically delivered, but physical delivery is not required if a confirmation of a book-entry transfer of the original notes to the exchange agent’s account at DTC is delivered in a timely fashion. See “The Exchange Offer — Procedures for Tendering Original Notes.” | |
Conditions to the Exchange Offer | The exchange offer is not conditioned upon any minimum aggregate principal amount of original notes of either series being tendered for exchange. The exchange offer is subject to customary conditions, which may be waived by us. In addition, the exchange offer is subject to other conditions and regulatory approvals, as further discussed under “The Exchange Offer — Conditions to the Exchange Offer.” We currently expect that each of the conditions will be satisfied and that no waivers will be necessary. |
8
Table of Contents
Exchange Agent | The Bank of Nova Scotia Trust Company of New York. | |
U.S. Federal Income Tax Considerations | Your exchange of an original note of either series for an exchange note of the corresponding series will not constitute a taxable exchange. The exchange will not result in taxable income, gain or loss being recognized by you or by us. Immediately after the exchange, you will have the same adjusted basis and holding period in each exchange note received as you had immediately prior to the exchange in the corresponding original note surrendered. See “Important U.S. and Canadian Tax Considerations.” | |
Risk Factors | You should consider carefully the risk factors beginning on page 22 of this prospectus before deciding to participate in the exchange offer. |
9
Table of Contents
Issuer | Cascades Inc., a company organized under theCompanies Act(Québec). | |
Notes Offered | US$500,000,000 aggregate principal amount of 73/4% Senior Notes due 2017. The new 2017 notes offered hereby will be of the same class as the original 2017 notes. | |
Maturity Date | The new 2017 notes will mature on December 15, 2017. | |
Interest Payment Dates | Interest will be paid on the new 2017 notes in cash semi-annually in arrears on June 15 and December 15 of each year from the most recent date on which interest on the original 2017 notes has been paid, or if no interest has been paid, from June 15, 2010. | |
Guarantees | The new 2017 notes will be guaranteed by each of our existing and any future Canadian and U.S. restricted subsidiaries. The new 2017 notes will not be guaranteed by our subsidiaries outside Canada and the United States or by any of our joint ventures, minority interests or unrestricted subsidiaries. | |
Ranking | The new 2017 notes will be unsecured senior obligations and will rank equally with all of our other unsecured senior debt, including our 71/4% Senior Notes due 2013, our 63/4% Senior Notes due 2013, the 73/4% Senior Notes due 2016 that we issued on December 3, 2009, the new 2020 notes and any original notes that are not exchanged for new notes in the exchange offer. The new 2017 notes will be senior in right of payment to all of our subordinated debt. As of December 31, 2009, on a consolidated basis, including joint ventures, minority interests and unrestricted subsidiaries, we had approximately $1,552 million of debt outstanding, approximately $304 million of which was secured. This debt includes (i) obligations under capital leases and (ii) our proportionate share of debt of our joint ventures, minority interests and unrestricted subsidiaries of approximately $105 million (which is non-recourse to us), and which is included in our consolidated financial statements under Canadian GAAP, but excludes (iii) undrawn commitments under the revolving portion of our credit facility. As of December 31, 2009, we had approximately $521 million available under the revolving portion of our credit facility. Any additional amounts drawn under the credit facility would be secured. | |
The guarantees of the new 2017 notes will be unsecured senior obligations of each subsidiary guarantor and will rank equally with all other unsecured senior debt of the subsidiary guarantor. The guarantees will be senior in right of payment to all of the subordinated debt of each subsidiary guarantor. As of December 31, 2009, the subsidiary guarantors had approximately $52 million of debt outstanding, not including the guarantees of our outstanding notes or our subsidiaries’ obligations under our credit facility, approximately |
10
Table of Contents
$45 million of which was secured. This debt includes obligations under capital leases. | ||
As of December 31, 2009, our non-guarantor subsidiaries had outstanding approximately $106 million of debt, excluding any intercompany debt owing to us or our subsidiaries, all of which is structurally senior to the new 2017 notes offered hereby. In addition, our proportionate share of our joint ventures’ debt was approximately $105 million. Our non-guarantor subsidiaries, before intercompany eliminations, contributed approximately 21% of our sales and approximately 5% of our operating income for the year ended December 31, 2009, and represented approximately 16% of our total property, plant and equipment as of December 31, 2009. | ||
Optional Redemption | Prior to December 15, 2013, we may redeem all or part of the new 2017 notes by paying a “make-whole” premium based on U.S. Treasury rates as specified in this prospectus under “Description of Notes — The 2017 Notes — Optional Redemption.” At any time on or after December 15, 2013, we may redeem all or part of the new 2017 notes at our option at the redemption prices described under “Description of Notes — The 2017 Notes — Optional Redemption.” Prior to December 15, 2012, we may also redeem, at any time at our option, up to 35% of the aggregate principal amount of the new 2017 notes with the net cash proceeds of qualified equity offerings. | |
Additional Amounts | Subject to certain exceptions, we generally will pay such additional amounts as may be necessary so that the amount received by holders of the notes of each series after tax-related withholdings or deductions in respect of such series of notes will not be less than the amount that such holders would have received in the absence of the withholding or deduction. See “Description of Notes — The 2017 Notes — Additional Amounts.” | |
Tax Redemption | If we are required to pay additional amounts with respect to the new 2017 notes as a result of changes in the laws applicable to tax-related withholdings or deductions, we will have the option to redeem the new 2017 notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the new 2017 notes, plus any accrued and unpaid interest to the date of redemption and any additional amounts that may be then payable. See “Description of Notes — The 2017 Notes — Redemption for Tax Reasons.” | |
Certain Covenants | We will issue the new 2017 notes under the same indenture under which our original 2017 notes were issued. That indenture limits, among other things, our ability and the ability of our restricted subsidiaries, to: | |
• borrow money; | ||
• pay dividends on stock, redeem stock or redeem subordinated debt; | ||
• make investments; | ||
• sell capital stock of subsidiaries; | ||
• guarantee other indebtedness; |
11
Table of Contents
• enter into agreements that restrict dividends or other distributions from restricted subsidiaries; | ||
• enter into transactions with affiliates; | ||
• create or assume liens; | ||
• engage in mergers or consolidations; and | ||
• enter into a sale of all or substantially all of our assets. | ||
Each of these restrictions has a number of important qualifications and exceptions. Please refer to the section in this prospectus entitled “Description of Notes — The 2017 Notes — Certain Covenants.” | ||
If at any time the credit rating of the new 2017 notes, as determined by Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc., and Moody’s Investors Service, Inc., equals or exceeds both BBB- and Baa3, respectively, or any equivalent replacement ratings, then these restrictions, other than the limitations on our ability to create or assume liens and engage in mergers, consolidations or a sale of all or substantially all of our assets, will cease to apply to the new 2017 notes. Any covenants that cease to apply to the new 2017 notes as a result of achieving these ratings will not be restored, even if the credit rating on the new 2017 notes later falls below one or both of these ratings. | ||
Change of Control | Upon a change of control, we will be required to offer to purchase the new 2017 notes at a price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to the date of purchase. | |
Use of Proceeds | We will not receive any cash proceeds from the issuance of the new 2017 notes. See “Use of Proceeds.” |
12
Table of Contents
Issuer | Cascades Inc., a company organized under theCompanies Act(Québec). | |
Notes Offered | US$250,000,000 aggregate principal amount of 77/8% Senior Notes due 2020. The new 2020 notes offered hereby will be of the same class as the original 2020 notes. | |
Maturity Date | The new 2020 notes will mature on January 15, 2020. | |
Interest Payment Dates | Interest will be paid on the new 2020 notes in cash semi-annually in arrears on January 15 and July 15 of each year, from the most recent date on which interest on the original 2020 notes has been paid, or if no interest has been paid, from July 15, 2010. | |
Guarantees | The new 2020 notes will be guaranteed by each of our existing and any future Canadian and U.S. restricted subsidiaries. The new 2020 notes will not be guaranteed by our subsidiaries outside Canada and the United States or by any of our joint ventures, minority interests or unrestricted subsidiaries. | |
Ranking | The new 2020 notes will be unsecured senior obligations and will rank equally with all of our other unsecured senior debt, including our 71/4% Senior Notes due 2013, our 63/4% Senior Notes due 2013, the 73/4% Senior Notes due 2016 that we issued on December 3, 2009, the new 2017 notes and any original notes that are not exchanged for new notes in the exchange offer. The new 2020 notes will be senior in right of payment to all of our subordinated debt. As of December 31, 2009, on a consolidated basis, including joint ventures, minority interests and unrestricted subsidiaries, we had approximately $1,552 million of debt outstanding, approximately $304 million of which was secured. This debt includes (i) obligations under capital leases and (ii) our proportionate share of debt of our joint ventures, minority interests and unrestricted subsidiaries of approximately $105 million (which is non-recourse to us), and which is included in our consolidated financial statements under Canadian GAAP, but excludes (iii) undrawn commitments under the revolving portion of our credit facility. As of December 31, 2009, we had approximately $521 million available under the revolving portion of our credit facility. Any additional amounts drawn under the credit facility would be secured. | |
The guarantees of the new 2020 notes will be unsecured senior obligations of each subsidiary guarantor and will rank equally with all other unsecured senior debt of the subsidiary guarantor. The guarantees will be senior in right of payment to all of the subordinated debt of each subsidiary guarantor. As of December 31, 2009, the subsidiary guarantors had approximately $52 million of debt outstanding, not including the guarantees of our outstanding notes or our subsidiaries’ obligations under our credit facility, approximately $45 million of which was secured. This debt includes obligations under capital leases. | ||
As of December 31, 2009, our non-guarantor subsidiaries had outstanding approximately $106 million of debt, excluding any intercompany debt owing to us or our subsidiaries, all of which is structurally senior to the new 2020 notes offered hereby. In addition, |
13
Table of Contents
our proportionate share of our joint ventures’ debt was approximately $105 million. Our non-guarantor subsidiaries, before intercompany eliminations, contributed approximately 21% of our sales and approximately 5% of our operating income for the year ended December 31, 2009, and represented approximately 16% of our total property, plant and equipment as of December 31, 2009. | ||
Optional Redemption | Prior to January 15, 2015, we may redeem all or part of the new 2020 notes by paying a “make-whole” premium based on U.S. Treasury rates as specified in this prospectus under “Description of 2020 Notes — Optional Redemption.” At any time on or after January 15, 2015, we may redeem all or part of the new 2020 notes at our option at the redemption prices described under “Description of Notes — The 2020 Notes — Optional Redemption.” Prior to January 15, 2013, we may also redeem, at any time at our option, up to 35% of the aggregate principal amount of the new 2020 notes with the net cash proceeds of qualified equity offerings. | |
Additional Amounts | Subject to certain exceptions, we generally will pay such additional amounts as may be necessary so that the amount received by holders of the new 2020 notes after tax-related withholdings or deductions in respect of the new 2020 notes will not be less than the amount that such holders would have received in the absence of the withholding or deduction. See “Description of Notes — The 2020 Notes — Additional Amounts.” | |
Tax Redemption | If we are required to pay additional amounts with respect to the new 2020 notes as a result of changes in the laws applicable to tax-related withholdings or deductions, we will have the option to redeem the new 2020 notes in whole but not in part, at a redemption price equal to 100% of the principal amount of the new 2020 notes, plus any accrued and unpaid interest to the date of redemption and any additional amounts that may be then payable. See “Description of Notes — The 2020 Notes — Redemption for Tax Reasons.” | |
Certain Covenants | We will issue the new 2020 notes under the same indenture under which the original 2020 notes were issued. That indenture limits, among other things, our ability and the ability of our restricted subsidiaries, to: | |
• borrow money; | ||
• pay dividends on stock, redeem stock or redeem subordinated debt; | ||
• make investments; | ||
• sell capital stock of subsidiaries; | ||
• guarantee other indebtedness; | ||
• enter into agreements that restrict dividends or other distributions from restricted subsidiaries; | ||
• enter into transactions with affiliates; | ||
• create or assume liens; | ||
• engage in mergers or consolidations; and | ||
• enter into a sale of all or substantially all of our assets. |
14
Table of Contents
Each of these restrictions has a number of important qualifications and exceptions. Please refer to the section in this prospectus entitled “Description of Notes — The 2020 Notes — Certain Covenants.” | ||
If at any time the credit rating of the new 2020 notes, as determined by Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc., and Moody’s Investors Service, Inc., equals or exceeds both BBB- and Baa3, respectively, or any equivalent replacement ratings, then these restrictions, other than the limitations on our ability to create or assume liens and engage in mergers, consolidations or a sale of all or substantially all of our assets, will cease to apply to the new 2020 notes. Any covenants that cease to apply to the new 2020 notes as a result of achieving these ratings will not be restored, even if the credit rating on the new 2020 notes falls below one or both of these ratings. | ||
Change of Control | Upon a change of control, we will be required to offer to purchase the new 2020 notes at a price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to the date of purchase. | |
Use of Proceeds | We will not receive any cash proceeds from the issuance of the new 2020 notes. See “Use of Proceeds.” |
15
Table of Contents
Year Ended December 31, | ||||||||||||
2007(1) | 2008(1) | 2009 | ||||||||||
(In millions of Cdn$) | ||||||||||||
Consolidated Statement of Earnings Data: | ||||||||||||
Sales | $ | 3,929 | $ | 4,017 | $ | 3,877 | ||||||
Cost of sales and expenses | ||||||||||||
Cost of sales (excluding depreciation and amoritzation) | 3,201 | 3,323 | 2,991 | |||||||||
Depreciation and amortization | 207 | 213 | 218 | |||||||||
Selling and administrative expenses | 390 | 389 | 413 | |||||||||
Losses (gains) on disposal and other | (17 | ) | 5 | 1 | ||||||||
Impairment and other restructuring costs | 9 | 43 | 58 | |||||||||
Loss (gain) on financial instruments | (6 | ) | 28 | (18 | ) | |||||||
Total cost of sales and expenses | 3,784 | 4,001 | 3,663 | |||||||||
Operating income | 145 | 16 | 214 | |||||||||
Financing expense | 102 | 102 | 101 | |||||||||
Loss on refinancing of long term debt | — | — | 17 | |||||||||
Gain on purchase of senior notes | — | (2 | ) | (14 | ) | |||||||
Foreign exchange loss (gain) on long-term debt and financial instruments | (59 | ) | 26 | 45 | ||||||||
102 | (110 | ) | 65 | |||||||||
Provision for (recovery of) income taxes | 11 | (32 | ) | 23 | ||||||||
Share of results of significantly influenced companies and dilution gain | (27 | ) | (8 | ) | (17 | ) | ||||||
Non-controlling interest | 3 | 2 | (1 | ) | ||||||||
Net earnings (loss) from continuing operations | $ | 115 | $ | (72 | ) | $ | 60 | |||||
Net earnings (loss) from discontinued operations | (19 | ) | 18 | — | ||||||||
Net earnings (loss) for the year | 96 | (54 | ) | 60 | ||||||||
Net earnings (loss) from continuing operations per common share | ||||||||||||
Basic | 1.16 | (0.73 | ) | 0.61 | ||||||||
Diluted | 1.16 | (0.73 | ) | 0.60 | ||||||||
Net earnings (loss) per common share | ||||||||||||
Basic | 0.96 | (0.55 | ) | 0.61 | ||||||||
Diluted | 0.96 | (0.55 | ) | 0.60 | ||||||||
Weighted average number of common shares outstanding during the year | 99,329,472 | 98,804,536 | 97,656,412 |
16
Table of Contents
Year Ended December 31, | ||||||||||||
2007(1) | 2008(1) | 2009 | ||||||||||
(In millions of Cdn$) | ||||||||||||
Selected Business Segment Data: | ||||||||||||
Sales: | ||||||||||||
Packaging: | ||||||||||||
Boxboard | $ | 1,343 | $ | 1,323 | $ | 1,313 | ||||||
Containerboard | 1,193 | 1,203 | 1,062 | |||||||||
Specialty Products | 834 | 860 | 769 | |||||||||
Inter-segment sales | (108 | ) | (100 | ) | (67 | ) | ||||||
Packaging total | 3,262 | 3,286 | 3,077 | |||||||||
Tissue Papers | 713 | 787 | 840 | |||||||||
Inter-segment sales and corporate activities | (46 | ) | (56 | ) | (40 | ) | ||||||
Consolidated sales | $ | 3,929 | $ | 4,017 | $ | 3,877 | ||||||
OIBD (excluding specific items)(2) | ||||||||||||
Packaging: | ||||||||||||
Boxboard | $ | 44 | $ | 33 | $ | 115 | ||||||
Containerboard | 176 | 130 | 145 | |||||||||
Specialty Products | 60 | 67 | 74 | |||||||||
Packaging total | 280 | 230 | 334 | |||||||||
Tissue Papers | 65 | 90 | 154 | |||||||||
Corporate activities | 5 | (14 | ) | (23 | ) | |||||||
Consolidated OIBD (excluding specific items)(2) | $ | 350 | $ | 306 | $ | 465 | ||||||
Consolidated OIBD (excluding specific items) margin(2) | 8.9 | % | 7.6 | % | 12.0 | % | ||||||
Shipments (in ’000 of short tons) | ||||||||||||
Total Boxboard | 1,202 | 1,093 | 1,024 | |||||||||
Total Containerboard | 1,412 | 1,374 | 1,215 | |||||||||
Total Specialty Products | 450 | 458 | 444 | |||||||||
Tissue Papers — jumbo rolls and converted products | 451 | 471 | 459 | |||||||||
Consolidated shipments | 3,515 | 3,396 | 3,142 | |||||||||
Containerboard — Corrugated Containers (in million square feet (msf)) | 13,378 | 12,998 | 11,729 | |||||||||
Balance Sheet Data: | ||||||||||||
Cash and cash equivalents | $ | 25 | $ | 11 | $ | 19 | ||||||
Working capital(3) | 604 | 664 | 552 | |||||||||
Property, plant and equipment | 1,886 | 2,030 | 1,912 | |||||||||
Total assets | 3,768 | 4,031 | 3,792 | |||||||||
Total debt(4) | 1,621 | 1,812 | 1,552 | |||||||||
Shareholders’ equity | 1,198 | 1,256 | 1,304 | |||||||||
Capital Stock | 509 | 506 | 499 |
17
Table of Contents
Year Ended December 31, | ||||||||||||
2007(1) | 2008(1) | 2009 | ||||||||||
(In millions of Cdn$) | ||||||||||||
Other Selected Information: | ||||||||||||
Cash flows provided by operating activities | $ | 89 | $ | 124 | $ | 357 | ||||||
Cash flows used in investing activities | (136 | ) | (178 | ) | (257 | ) | ||||||
Cash flows provided by (used in) financing activities | 79 | (9 | ) | (89 | ) | |||||||
Purchase of property, plant and equipment | 167 | 184 | 173 | |||||||||
Current income taxes | 33 | 20 | 30 | |||||||||
Selected Restricted Group Financial Data:(5) | ||||||||||||
Consolidated sales | $ | 3,929 | $ | 4,017 | $ | 3,877 | ||||||
Joint Ventures | (111 | ) | (341 | ) | (356 | ) | ||||||
Unrestricted Subsidiaries | (254 | ) | (253 | ) | (181 | ) | ||||||
Inter-segment sales | 136 | 141 | 86 | |||||||||
Restricted group sales | $ | 3,700 | $ | 3,564 | $ | 3,426 | ||||||
Consolidated OIBD (excluding specific items)(2) | $ | 350 | $ | 306 | $ | 465 | ||||||
Joint Ventures | (15 | ) | (19 | ) | (25 | ) | ||||||
Unrestricted Subsidiaries | (22 | ) | (20 | ) | (5 | ) | ||||||
Dividends Received | 5 | 19 | 4 | |||||||||
Restricted Group Adjusted OIBD (excluding specific items)(2) | $ | 318 | $ | 286 | $ | 439 | ||||||
Total assets (including joint ventures and unrestricted subsidiaries under equity method) | $ | 3,713 | $ | 3,785 | $ | 3,601 | ||||||
Cash and cash equivalents | 13 | 3 | 6 | |||||||||
Total debt(4) | 1,618 | 1,703 | 1,494 | |||||||||
Cash flows provided by operating activities | 32 | 133 | 323 | |||||||||
Cash flows used in investing activities | (123 | ) | (106 | ) | (269 | ) | ||||||
Cash flows provided by (used in) financing activities | 76 | (35 | ) | (51 | ) | |||||||
Ratio of net debt to Adjusted OIBD (excluding specific items)(2)(4) | 5.1x | 5.9x | 3.4x |
Year Ended December 31, | ||||||||||||
2007 | 2008 | 2009 | ||||||||||
(In millions of Cdn$) | ||||||||||||
U.S. GAAP Consolidated Financial and Other Data: | ||||||||||||
Statement of Earnings Data: | ||||||||||||
Sales | $ | 3,929 | $ | 3,806 | $ | 3,653 | ||||||
Net earnings | 90 | (49 | ) | 59 | ||||||||
Balance Sheet Data: | ||||||||||||
Total assets | 3,807 | 3,850 | 3,625 | |||||||||
Total debt(4) | 1,633 | 1,748 | 1,503 | |||||||||
Shareholders’ equity | 1,219 | 1,269 | 1,290 | |||||||||
Other Selected Information: | ||||||||||||
Cash flow from operating activities | 96 | 127 | 342 | |||||||||
Cash flow from investing activities | (143 | ) | (185 | ) | (244 | ) | ||||||
Cash flow from financing activities | 79 | (7 | ) | (86 | ) |
18
Table of Contents
(1) | Effective January 1, 2009, Cascades Inc. retrospectively adopted CICA handbook Section 3064, “Goodwill and intangible assets,” replacing CICA handbook Section 3062, “Goodwill and other intangible assets,” and CICA handbook Section 3450, “Research and development costs.” This new Section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062. The provisions of Section 3064 have been adopted retrospectively, with restatement of prior periods. As a result of this adoption, Cascades Inc. adjusted certain expenditures related tostart-up costs as expenses, rather than recording them as assets in “Other finite-life intangible assets.” Cascades Inc. also reclassified from property, plant and equipment to other assets, the net book value of its software in the amount of $7 million as of December 31, 2008. The impact of the adoption of Section 3064 increased net earnings by $1 million in each of 2007 and 2008. | |
(2) | Consolidated Operating Income before Depreciation and Amortization (excluding specific items), or “OIBD (excluding specific items)”, is not a measure of performance under Canadian GAAP. We disclose OIBD (excluding specific items) because it is a supplemental measure used by management to assess our financial performance. Moreover, we believe that OIBD (excluding specific items) is a measure often used by investors to assess a company’s operating performance and its ability to meet debt service requirements. OIBD (excluding specific items) has limitations as an analytical tool, and you should not consider this item in isolation, or as a substitute for an analysis of our results as reported under Canadian GAAP. These limitations include the following: |
• | OIBD (excluding specific items) excludes certain income tax payments that may represent a reduction in cash available to us; | |
• | OIBD (excluding specific items) does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; | |
• | OIBD (excluding specific items) does not reflect changes in, or cash requirements for, our working capital needs; | |
• | OIBD (excluding specific items) does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on our debt, including the notes; | |
• | although depreciation and amortization expenses are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and OIBD (excluding specific items) does not reflect any cash requirements for such replacements; and | |
• | the specific items excluded from OIBD include mainly charges for impairment of assets, charges for facility or machine closures, debt restructuring charges, gain or loss on sale of business units and unrealized gain or loss on financial instruments that do not qualify for hedge accounting. Although we consider these items to be unusual and less relevant to evaluate our performance, some of these items will continue to take place and will reduce the cash available to us. |
19
Table of Contents
Year Ended December 31, | ||||||||||||
2007 | 2008 | 2009 | ||||||||||
(In millions of Cdn$) | ||||||||||||
OIBD Reconciliation: | ||||||||||||
Net earnings (loss) for the year | 96 | (54 | ) | 60 | ||||||||
Net earnings (loss) from discontinued operations | 19 | (18 | ) | — | ||||||||
Net earnings (loss) from continuing operations | $ | 115 | $ | (72 | ) | $ | 60 | |||||
Non-controlling interest | 3 | 2 | (1 | ) | ||||||||
Share of results of significantly influenced companies and dilution gain | (27 | ) | (8 | ) | (17 | ) | ||||||
Provision for (recovery of) income taxes | 11 | (32 | ) | 23 | ||||||||
Foreign exchange loss (gain) on long-term debt | (59 | ) | 26 | 45 | ||||||||
Gain on repurchase of senior notes | — | (2 | ) | (14 | ) | |||||||
Loss on long-term debt refinancing | — | — | 17 | |||||||||
Interest expense | 102 | 102 | 101 | |||||||||
Depreciation and amortization | 207 | 213 | 218 | |||||||||
OIBD | 352 | 229 | 432 | |||||||||
Specific Items: | ||||||||||||
Inventory adjustment resulting from business acquisition | 6 | 2 | — | |||||||||
Loss (gain) on disposals and others | (17 | ) | 5 | 1 | ||||||||
Impairment loss | 3 | 16 | 46 | |||||||||
Closure and restructuring costs | 6 | 27 | 12 | |||||||||
Unrealized loss (gain) on financial instruments | — | 27 | (26 | ) | ||||||||
OIBD (excluding specific items) | $ | 350 | $ | 306 | $ | 465 | ||||||
OIBD Reconciliation: | ||||||||||||
Cash flow provided by operating activities | $ | 89 | $ | 124 | $ | 357 | ||||||
Changes in non-cash working capital components | 89 | 31 | (52 | ) | ||||||||
Depreciation and amortization | (207 | ) | (213 | ) | (218 | ) | ||||||
Current incomes taxes | 33 | 20 | 30 | |||||||||
Interest expense (includes interest on long-term debt, other interest less interest income and capitalized interest) | 102 | 102 | 101 | |||||||||
Loss on long-term debt refinancing | — | — | 13 | |||||||||
Gains or losses on disposals and others | 29 | (5 | ) | (1 | ) | |||||||
Impairment loss and other restructuring costs | (3 | ) | (16 | ) | (50 | ) | ||||||
Unrealized gain (loss) on financial instruments | — | (27 | ) | 26 | ||||||||
Early settlement on natural gas contracts | — | (11 | ) | — | ||||||||
Other non-cash adjustments | 13 | 11 | 8 | |||||||||
Operating income | 145 | 16 | 214 | |||||||||
Depreciation and amortization | 207 | 213 | 218 | |||||||||
OIBD | $ | 352 | $ | 229 | $ | 432 | ||||||
Specific Items: | ||||||||||||
Inventory adjustment resulting from business acquisition | 6 | 2 | — | |||||||||
Loss (gain) on disposals and others | (17 | ) | 5 | 1 | ||||||||
Impairment loss | 3 | 16 | 46 | |||||||||
Closure and restructuring costs | 6 | 27 | 12 | |||||||||
Unrealized loss (gain) on financial instruments | — | 27 | (26 | ) | ||||||||
OIBD (excluding specific items) | $ | 350 | $ | 306 | $ | 465 | ||||||
(3) | Working capital includes accounts receivable plus inventories less accounts payable. It excludes the unpaid provision for restructuring cost, the current portion of derivatives financial instruments assets or liabilities, the current portion of future tax assets or liabilities, the current portion of other liabilities and the net income taxes recoverable. |
20
Table of Contents
(4) | Total debt is defined as long-term debt, current portion of long-term debt and bank loan and advances. Net debt is total debt less cash and cash equivalents. | |
(5) | Restricted group financial data comes from Cascades Inc. and those subsidiaries that are “restricted” under the indentures governing the notes. Adjusted OIBD (excluding specific items) specific to the restricted group is defined as Operating Income before Depreciation and Amortization (excluding specific items) of our restricted group plus cash dividends paid to us by joint ventures and companies in which we hold a minority interest. The restricted group financial data includes data of certain subsidiaries that do not and will not guarantee the notes but that are and will be part of the restricted group for purposes of the indentures. The restricted group includes certain non-guarantor subsidiaries outside of Canada and the United States, but excludes our joint ventures, minority investments and unrestricted subsidiaries. We have included the restricted group financial information because we believe it is a measure used by management and provides our investors helpful information with respect to the financial results, including cash flows, of the business and operations that are subject to the restrictive covenants under the indentures governing the notes. |
21
Table of Contents
22
Table of Contents
• | our ability to maintain high plant efficiencies, operating rates and lower manufacturing costs, | |
• | the availability, quality and cost of raw materials, particularly recycled and virgin fiber, and labor, and | |
• | the cost of energy. |
• | the effective marketing of our products in other countries; | |
• | tariffs and other trade barriers; and | |
• | different regulatory schemes and political environments applicable to our operations, in areas such as environmental and health and safety compliance. |
23
Table of Contents
• | air emissions; | |
• | water discharges; | |
• | use and handling of hazardous materials; | |
• | use, handling and disposal of waste; and | |
• | remediation of environmental contamination. |
• | require site remediation or other costs to maintain compliance or correct violations of environmental laws and regulations, or | |
• | result in governmental or private claims for damage to person, property or the environment. |
24
Table of Contents
• | three 50%-owned joint ventures with Sonoco Products Company, two of which are in Canada and one in the United States, that produce specialty paper packaging products such as headers, rolls and wrappers; | |
• | a 73%-owned interest in Metro Waste Paper Recovery Inc., a Canadian operator of wastepaper recovery and recycling operations; | |
• | a 34% interest in Boralex Inc., a public Canadian corporation and a major private electricity producer whose core business is the development and operation of power stations that generate renewable energy with operations in Canada, the northeastern United States and France; and | |
• | a 36%-owned joint venture interest in Reno de Medici S.p.A., a European manufacturer of recycled boxboard. |
25
Table of Contents
• | difficulty in integrating and managing newly-acquired operations and in improving their operating efficiency; | |
• | difficulty in maintaining uniform standards, controls, procedures and policies across all of our businesses; | |
• | entry into markets in which we have little or no direct prior experience; | |
• | our ability to retain key employees of the acquired company; | |
• | disruptions to our ongoing business; and | |
• | diversion of management time and resources. |
26
Table of Contents
• | elect all of our directors and, as a result, control matters requiring board approval; | |
• | control matters submitted to a shareholder vote, including mergers, acquisitions and consolidations with third parties, and the sale of all or substantially all of our assets; and | |
• | otherwise control or influence our business direction and policies. |
• | make it more difficult for us to satisfy our obligations with respect to the exchange or our other indebtedness; | |
• | increase our vulnerability to competitive pressures and to general adverse economic or market conditions; | |
• | require us to dedicate a substantial portion of our cash flow from operations to servicing debt, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes; | |
• | limit our flexibility in planning for, or reacting to, changes in our business and industry; and | |
• | limit our ability to obtain additional sources of financing. |
27
Table of Contents
• | borrow money; | |
• | pay dividends on stock, redeem stock or redeem subordinated debt; | |
• | make investments; | |
• | sell capital stock of subsidiaries; | |
• | guarantee other indebtedness; | |
• | enter into agreements that restrict dividends or other distributions from restricted subsidiaries; | |
• | enter into transactions with affiliates; | |
• | create or assume liens; | |
• | enter into sale and leaseback transactions; | |
• | engage in mergers or consolidations; and | |
• | enter into a sale of all or substantially all of our assets. |
28
Table of Contents
29
Table of Contents
30
Table of Contents
• | the subsidiary guarantor delivered the guarantee with the intent to hinder, delay or defraud its existing or future creditors; | |
• | the subsidiary guarantor did not receive fair consideration for the delivery of the guarantee; | |
• | the subsidiary guarantor was insolvent at the time it delivered the guarantee; or | |
• | the subsidiary guarantor acted in an oppressive manner. |
31
Table of Contents
32
Table of Contents
33
Table of Contents
34
Table of Contents
• | terminate the exchange offer and not accept for exchange any original notes for any reason, including if any of the events set forth below under “— Conditions to the Exchange Offer” shall have occurred and shall not have been waived by us; and | |
• | amend the terms of the exchange offer in any manner, whether before or after any tender of the original notes. |
• | properly completing and signing the accompanying letter of transmittal or a facsimile and delivering the letter of transmittal together with: |
• | the certificate or certificates representing the original notes being tendered and any required signature guarantees, to the exchange agent at its address set forth in the letter of transmittal on or prior to the expiration date, or | |
• | a timely confirmation of a book-entry transfer of the original notes being tendered, if the procedure is available, into the exchange agent’s account at The Depository Trust Company, or DTC, for that purpose pursuant to the procedure for book-entry transfer described below, or |
• | complying with the guaranteed delivery procedures described below. |
35
Table of Contents
• | the tendering holder’s properly completed and duly signed letter of transmittal accompanied by the original notes is received by the exchange agent; | |
• | the tendering holder’s properly completed and duly signed letter of transmittal accompanied by a book-entry confirmation is received by the exchange agent; or | |
• | notice of guaranteed delivery or letter or facsimile transmission to similar effect from an eligible institution is received by the exchange agent. |
36
Table of Contents
• | it is not an affiliate of ours or our subsidiaries or, if the transferor is an affiliate of ours or our subsidiaries, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; | |
• | the exchange notes are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not the person is the registered holder; | |
• | the transferor has not entered into an arrangement or understanding with any other person to participate in the distribution, within the meaning of the Securities Act, of the exchange notes; | |
• | the transferor is not a broker-dealer who purchased the original notes for resale pursuant to an exemption under the Securities Act; and | |
• | the transferor will be able to trade the exchange notes acquired in the exchange offer without restriction under the Securities Act. |
37
Table of Contents
• | there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree shall have been issued by, any court or governmental agency or other governmental regulatory or administrative agency or of the SEC: |
• | seeking to restrain or prohibit the making or consummation of the exchange offer, | |
• | assessing or seeking any damages as a result thereof, or | |
• | resulting in a material delay in our ability to accept for exchange or exchange some or all of the original notes pursuant to the exchange offer; or |
• | the exchange offer violates any applicable law or any applicable interpretation of the staff of the SEC. |
38
Table of Contents
By Registered or Certified Mail: | Facsimile Transmission Number: | By Hand/Overnight Delivery: | ||
The Bank of Nova Scotia Trust Company of New York Attn: Pat Keane One Liberty Plaza New York, New York 10006 | (For Eligible Institutions Only) (212) 225-5436 | The Bank of Nova Scotia Trust Company of New York One Liberty Plaza New York, New York 10006 | ||
To Confirm by Telephone or for: Information Call: (212) 225-5427 | Attention: Pat Keane |
39
Table of Contents
40
Table of Contents
Year Ended December 31, | ||||||||||
2005(1) | 2006 | 2007 | 2008(1) | 2009 | ||||||
Consolidated ratio of earnings to fixed charges(2) | 0.62x | 1.20x | 1.86x | 0.05x | 1.56x |
(1) | For the years ended December 31, 2005 and 2008, earnings were inadequate to cover fixed charges by approximately $35 million and $109 million, respectively. | |
(2) | For purposes of this ratio, earnings consist of pre-tax income (loss) from continuing operations before share of results of significantly influenced companies and non-controlling interest, plus fixed charges. Fixed charges consist of interest expensed and capitalized, plus the portion of rent expense under operating leases deemed to be representative of interest. The ratio has been computed in accordance with Canadian GAAP as the differences under US GAAP are not material. |
41
Table of Contents
42
Table of Contents
As of | ||||
December 31, 2009 | ||||
(In millions of Cdn$) | ||||
Cash and cash equivalents | $ | 19 | ||
Total debt | ||||
Bank loans and advances | $ | 41 | ||
Revolving facility(1) | 159 | |||
Term credit facility | 100 | |||
77/8% Senior Notes due 2020 | 257 | |||
73/4% Senior Notes due 2017 | 516 | |||
73/4% Senior Notes due 2016 | 197 | |||
63/4% Senior Notes due 2013(2) | 63 | |||
71/4% Senior Notes due 2013(2) | 122 | |||
Other debt | 12 | |||
Other debts without recourse to Cascades Inc.(3) | 105 | |||
Less: Unamortized financing cost | (20 | ) | ||
Total debt | $ | 1,552 | ||
Shareholders’ equity | ||||
Capital stock | $ | 499 | ||
Contributed surplus | 14 | |||
Retained earnings | 700 | |||
Accumulated other comprehensive income | 91 | |||
Total shareholders’ equity | 1,304 | |||
Total capitalization | $ | 2,856 | ||
(1) | We currently have an $750 million revolving credit facility. As of December 31, 2009, we had approximately $521 million available under the revolving credit facility after giving effect to outstanding letters of credit of $26 million and the reduction in our borrowing base capacity of $44 million. | |
(2) | Since December 31, 2009, we have repurchased, through our wholly owned subsidiary Cascades Tenderco Inc., approximately $112 million of our outstanding 71/4% Senior Notes due 2013 and approximately $54 million of our outstanding 63/4% Senior Notes due 2013. | |
(3) | Represents our proportionate interest in debt incurred by our joint ventures and unrestricted subsidiaries. |
43
Table of Contents
Year Ended: | Average(1) | Period End | ||||||
December 31, 2009 | 0.9484 | 0.9555 | ||||||
December 31, 2008 | 0.9381 | 0.8166 | ||||||
December 31, 2007 | 0.9304 | 1.0120 | ||||||
December 31, 2006 | 0.8818 | 0.8581 | ||||||
December 31, 2005 | 0.8253 | 0.8577 |
Month Ended: | High | Low | ||||||
April 2010 (through April 21, 2010) | 1.0039 | 0.9803 | ||||||
March 31, 2010 | 0.9888 | 0.9596 | ||||||
February 28, 2010 | 0.9597 | 0.9316 | ||||||
January 31, 2010 | 0.9755 | 0.9384 |
(1) | The average of the exchange rates for all days during the applicable year. |
44
Table of Contents
Year Ended December 31, | ||||||||||||||||||||
2005(1) | 2006(1) | 2007(1) | 2008(1) | 2009 | ||||||||||||||||
(In millions of Cdn$) | ||||||||||||||||||||
Consolidated Statement of Earnings Data: | ||||||||||||||||||||
Sales | $ | 3,201 | $ | 3,278 | $ | 3,929 | $ | 4,017 | $ | 3,877 | ||||||||||
Cost of sales and expenses | ||||||||||||||||||||
Cost of sales (excluding depreciation and amoritzation) | 2,632 | 2,657 | 3,201 | 3,323 | 2,991 | |||||||||||||||
Depreciation and amortization | 168 | 160 | 207 | 213 | 218 | |||||||||||||||
Selling and administrative expenses | 305 | 304 | 390 | 389 | 413 | |||||||||||||||
Losses (gains) on disposal and other | (10 | ) | (4 | ) | (17 | ) | 5 | 1 | ||||||||||||
Impairment and other restructuring costs | 65 | 67 | 9 | 43 | 58 | |||||||||||||||
Loss (gain) on financial instruments | 10 | (3 | ) | (6 | ) | 28 | (18 | ) | ||||||||||||
Total cost of sales and expenses | 3,170 | 3,181 | 3,784 | 4,001 | 3,663 | |||||||||||||||
Operating income | 31 | 97 | 145 | 16 | 214 | |||||||||||||||
Financing expense | 76 | 79 | 102 | 102 | 101 | |||||||||||||||
Loss on refinancing of long term debt | — | — | — | — | 17 | |||||||||||||||
Gain on purchase of senior notes | — | — | — | (2 | ) | (14 | ) | |||||||||||||
Foreign exchange loss (gain) on long-term debt and financial instruments | (12 | ) | — | (59 | ) | 26 | 45 | |||||||||||||
(33 | ) | 18 | 102 | (110 | ) | 65 | ||||||||||||||
Provision for (recovery of) income taxes | (7 | ) | 6 | 11 | (32 | ) | 23 | |||||||||||||
Share of results of significantly influenced companies and dilution gain | (7 | ) | (8 | ) | (27 | ) | (8 | ) | (17 | ) | ||||||||||
Non-controlling interest | $ | — | $ | — | $ | 3 | $ | 2 | $ | (1 | ) | |||||||||
45
Table of Contents
Year Ended December 31, | ||||||||||||||||||||
2005(1) | 2006(1) | 2007(1) | 2008(1) | 2009 | ||||||||||||||||
(In millions of Cdn$) | ||||||||||||||||||||
Net earnings (loss) from continuing operations | (19 | ) | 20 | 115 | (72 | ) | 60 | |||||||||||||
Net earnings (loss) from discontinued operations | (77 | ) | (16 | ) | (19 | ) | 18 | — | ||||||||||||
Net earnings (loss) for the year | (96 | ) | 4 | 96 | (54 | ) | 60 | |||||||||||||
Net earnings (loss) from continuing operations per common share | ||||||||||||||||||||
Basic | (0.23 | ) | 0.25 | 1.16 | (0.73 | ) | 0.61 | |||||||||||||
Diluted | (0.23 | ) | 0.25 | 1.16 | (0.73 | ) | 0.60 | |||||||||||||
Net earnings (loss) per common share | ||||||||||||||||||||
Basic | (1.18 | ) | 0.05 | 0.96 | (0.55 | ) | 0.61 | |||||||||||||
Diluted | (1.18 | ) | 0.05 | 0.96 | (0.55 | ) | 0.60 | |||||||||||||
Weighted average number of common shares outstanding during the year | 81,136,576 | 80,941,603 | 99,329,472 | 98,804,536 | 97,656,412 | |||||||||||||||
Selected Business Segment Data: | ||||||||||||||||||||
Sales: | ||||||||||||||||||||
Packaging: | ||||||||||||||||||||
Boxboard | $ | 1,299 | $ | 1,359 | $ | 1,343 | $ | 1,323 | $ | 1,313 | ||||||||||
Containerboard | 605 | 600 | 1,193 | 1,203 | 1,062 | |||||||||||||||
Specialty Products | 688 | 691 | 834 | 860 | 769 | |||||||||||||||
Inter-segment sales | (68 | ) | (68 | ) | (108 | ) | (100 | ) | (67 | ) | ||||||||||
Packaging total | 2,524 | 2,582 | 3,262 | 3,286 | 3,077 | |||||||||||||||
Tissue Papers | 708 | 727 | 713 | 787 | 840 | |||||||||||||||
Inter-segment sales and corporate activities | (31 | ) | (31 | ) | (46 | ) | (56 | ) | (40 | ) | ||||||||||
Consolidated sales | $ | 3,201 | $ | 3,278 | $ | 3,929 | $ | 4,017 | $ | 3,877 | ||||||||||
OIBD (excluding specific items)(2) | ||||||||||||||||||||
Packaging: | ||||||||||||||||||||
Boxboard | $ | 60 | $ | 55 | $ | 44 | $ | 33 | $ | 115 | ||||||||||
Containerboard | 65 | 91 | 176 | 130 | 145 | |||||||||||||||
Specialty Products | 38 | 58 | 60 | 67 | 74 | |||||||||||||||
Packaging total | 163 | 204 | 280 | 230 | 334 | |||||||||||||||
Tissue Papers | 102 | 116 | 65 | 90 | 154 | |||||||||||||||
Corporate activities | (3 | ) | (5 | ) | 5 | (14 | ) | (23 | ) | |||||||||||
Consolidated OIBD (excluding specific items)(2) | $ | 262 | $ | 315 | $ | 350 | $ | 306 | $ | 465 | ||||||||||
Consolidated OIBD (excluding specific items) margin(2) | 8.2 | % | 9.6 | % | 8.9 | % | 7.6 | % | 12.0 | % |
46
Table of Contents
Year Ended December 31, | ||||||||||||||||||||
2005(1) | 2006(1) | 2007(1) | 2008(1) | 2009 | ||||||||||||||||
(In millions of Cdn$) | ||||||||||||||||||||
Shipments (in ’000 of short tons) | ||||||||||||||||||||
Total Boxboard | 1,043 | 1,204 | 1,202 | 1,093 | 1,024 | |||||||||||||||
Total Containerboard | 746 | 742 | 1,412 | 1,374 | 1,215 | |||||||||||||||
Total Specialty Products | 434 | 457 | 450 | 458 | 444 | |||||||||||||||
Tissue Papers — jumbo rolls and converted products | 425 | 443 | 451 | 471 | 459 | |||||||||||||||
Consolidated shipments | 2,648 | 2,846 | 3,515 | 3,396 | 3,142 | |||||||||||||||
Containerboard — Corrugated Containers (msf) | 6,868 | 6,799 | 13,378 | 12,998 | 11,729 | |||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||
Cash and cash equivalents | $ | 43 | $ | 34 | $ | 25 | $ | 11 | $ | 19 | ||||||||||
Working capital(3) | 573 | 585 | 604 | 664 | 552 | |||||||||||||||
Property, plant and equipment | 1,562 | 2,063 | 1,886 | 2,030 | 1,912 | |||||||||||||||
Total assets | 3,042 | 3,909 | 3,768 | 4,031 | 3,792 | |||||||||||||||
Total debt(4) | 1,341 | 1,708 | 1,621 | 1,812 | 1,552 | |||||||||||||||
Shareholders’ equity | 894 | 1,155 | 1,198 | 1,256 | 1,304 | |||||||||||||||
Capital Stock | 259 | 510 | 509 | 506 | 499 | |||||||||||||||
Other Selected Information: | ||||||||||||||||||||
Cash flows provided by operating activities | $ | 142 | $ | 218 | $ | 89 | $ | 124 | $ | 357 | ||||||||||
Cash flows used in investing activities | (166 | ) | (684 | ) | (136 | ) | (178 | ) | (257 | ) | ||||||||||
Cash flows provided by (used in) financing activities | 73 | 400 | 79 | (9 | ) | (89 | ) | |||||||||||||
Purchase of property, plant and equipment | 121 | 110 | 167 | 184 | 173 | |||||||||||||||
Current income taxes | 21 | 34 | 33 | 20 | 30 | |||||||||||||||
Selected Restricted Group Financial Data:(5) | ||||||||||||||||||||
Consolidated sales | $ | 3,201 | $ | 3,278 | $ | 3,929 | $ | 4,017 | $ | 3,877 | ||||||||||
Joint Ventures | (834 | ) | (834 | ) | (111 | ) | (341 | ) | (356 | ) | ||||||||||
Unrestricted Subsidiaries | — | — | (254 | ) | (253 | ) | (181 | ) | ||||||||||||
Inter-segment sales | 76 | 81 | 136 | 141 | 86 | |||||||||||||||
Restricted group sales | $ | 2,291 | $ | 2,525 | $ | 3,700 | $ | 3,564 | $ | 3,426 | ||||||||||
Consolidated OIBD (excluding specific items)(2) | $ | 262 | $ | 315 | $ | 350 | $ | 306 | $ | 465 | ||||||||||
Joint Ventures | (92 | ) | (121 | ) | (15 | ) | (19 | ) | (25 | ) | ||||||||||
Unrestricted Subsidiaries | — | — | (22 | ) | (20 | ) | (5 | ) | ||||||||||||
Dividends Received | 33 | 22 | 5 | 19 | 4 | |||||||||||||||
Restricted Group Adjusted OIBD (excluding specific items)(2) | $ | 203 | $ | 216 | $ | 318 | $ | 286 | $ | 439 | ||||||||||
Total assets (including joint ventures and unrestricted subsidiaries under equity method) | $ | 2,599 | $ | 3,898 | $ | 3,713 | $ | 3,785 | $ | 3,601 | ||||||||||
Cash and cash equivalents | 24 | 29 | 13 | 3 | 6 |
47
Table of Contents
Year Ended December 31, | ||||||||||||||||||||
2005(1) | 2006(1) | 2007(1) | 2008(1) | 2009 | ||||||||||||||||
(In millions of Cdn$) | ||||||||||||||||||||
Total debt(4) | 1,119 | 1,704 | 1,618 | 1,703 | 1,494 | |||||||||||||||
Cash flows provided by operating activities | 56 | 129 | 32 | 133 | 323 | |||||||||||||||
Cash flows used in investing activities | (87 | ) | (554 | ) | (123 | ) | (106 | ) | (269 | ) | ||||||||||
Cash flows provided by (used in) financing activities | 35 | 429 | 76 | (35 | ) | (51 | ) | |||||||||||||
Ratio of net debt to Adjusted OIBD (excluding specific items)(2)(4) | 5.4x | 7.8x | 5.1x | 5.9x | 3.4x |
Year Ended December 31, | ||||||||||||||||||||
2005 | 2006 | 2007 | 2008 | 2009 | ||||||||||||||||
(In millions of Cdn$) | ||||||||||||||||||||
U.S. GAAP Consolidated Financial and Other Data: | ||||||||||||||||||||
Statement of Earnings Data: | ||||||||||||||||||||
Sales | $ | 3,201 | $ | 3,278 | $ | 3,929 | $ | 3,806 | $ | 3,653 | ||||||||||
Net earnings (loss) | (102 | ) | (4 | ) | 90 | (49 | ) | 59 | ||||||||||||
Balance Sheet Data: | ||||||||||||||||||||
Total assets | 3,077 | 3,944 | 3,807 | 3,850 | 3,625 | |||||||||||||||
Total debt(4) | 1,340 | 1,707 | 1,633 | 1,748 | 1,503 | |||||||||||||||
Shareholders’ equity | 929 | 1,185 | 1,219 | 1,269 | 1,290 | |||||||||||||||
Other Selected Information: | ||||||||||||||||||||
Cash flow from operating activities | 142 | 218 | 96 | 127 | 342 | |||||||||||||||
Cash flow from investing activities | (166 | ) | (684 | ) | (143 | ) | (185 | ) | (244 | ) | ||||||||||
Cash flow from financing activities | 73 | 400 | 79 | (7 | ) | (86 | ) |
(1) | Effective January 1, 2009, Cascades Inc. retrospectively adopted CICA handbook Section 3064, “Goodwill and intangible assets,” replacing CICA handbook Section 3062, “Goodwill and other intangible assets,” and CICA handbook Section 3450, “Research and development costs.” This new Section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062. The provisions of Section 3064 have been adopted retrospectively, with restatement of prior periods. As a result of this adoption, Cascades Inc. adjusted certain expenditures related tostart-up costs as expenses, rather than recording them as assets in “Other finite-life intangible assets.” Cascades Inc. also reclassified from property, plant and equipment to other assets, the net book value of its software in the amount of $7 million as of December 31, 2008. The impact of the adoption of Section 3064 increased net earnings by $1 million in each of 2005, 2006, 2007 and 2008. | |
(2) | Consolidated Operating Income before Depreciation and Amortization (excluding specific items), or “OIBD (excluding specific items)”, is not a measure of performance under Canadian GAAP. We disclose OIBD (excluding specific items) because it is a supplemental measure used by management to assess our financial performance. Moreover, we believe that OIBD (excluding specific items) is a measure often used by investors to assess a company’s operating performance and its ability to meet debt service requirements. OIBD (excluding specific items) has limitations as an analytical tool, and you should not consider this item in isolation, or as a substitute for an analysis of our results as reported under Canadian GAAP. These limitations include the following: |
• | OIBD (excluding specific items) excludes certain income tax payments that may represent a reduction in cash available to us; |
48
Table of Contents
• | OIBD (excluding specific items) does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; | |
• | OIBD (excluding specific items) does not reflect changes in, or cash requirements for, our working capital needs; | |
• | OIBD (excluding specific items) does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on our debt, including the notes; | |
• | although depreciation and amortization expenses are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and OIBD (excluding specific items) does not reflect any cash requirements for such replacements; and | |
• | the specific items excluded from OIBD include mainly charges for impairment of assets, charges for facility or machine closures, debt restructuring charges, gain or loss on sale of business units and unrealized gain or loss on financial instruments that do not qualify for hedge accounting. Although we consider these items to be unusual and less relevant to evaluate our performance, some of these items will continue to take place and will reduce the cash available to us. |
Year Ended December 31, | ||||||||||||||||||||
2005 | 2006 | 2007 | 2008 | 2009 | ||||||||||||||||
(In millions of Cdn$) | ||||||||||||||||||||
OIBD Reconciliation: | ||||||||||||||||||||
Net earnings (loss) for the year | $ | (96 | ) | $ | 4 | $ | 96 | $ | (54 | ) | $ | 60 | ||||||||
Net earnings (loss) from discontinued operations | 77 | 16 | 19 | (18 | ) | — | ||||||||||||||
Net earnings (loss) from continuing operations | (19 | ) | 20 | 115 | (72 | ) | 60 | |||||||||||||
Non-controlling interest | — | — | 3 | 2 | (1 | ) | ||||||||||||||
Share of results of significantly influenced companies and dilution gain | (7 | ) | (8 | ) | (27 | ) | (8 | ) | (17 | ) | ||||||||||
Provision for (recovery of) income taxes | (7 | ) | 6 | 11 | (32 | ) | 23 | |||||||||||||
Foreign exchange loss (gain) on long-term debt and financial instruments | (12 | ) | — | (59 | ) | 26 | 45 | |||||||||||||
Gain on repurchase of senior notes | — | — | — | (2 | ) | (14 | ) | |||||||||||||
Loss on long-term debt refinancing | — | — | — | — | 17 | |||||||||||||||
Financing expense | 76 | 79 | 102 | 102 | 101 | |||||||||||||||
Depreciation and amortization | 168 | 160 | 207 | 213 | 218 | |||||||||||||||
OIBD | 199 | 257 | 352 | 229 | 432 | |||||||||||||||
Specific Items: | ||||||||||||||||||||
Inventory adjustment resulting from business acquisition | — | — | 6 | 2 | — | |||||||||||||||
Loss (gain) on disposals and others | (10 | ) | (4 | ) | (17 | ) | 5 | 1 | ||||||||||||
Impairment loss | 47 | 47 | 3 | 16 | 46 | |||||||||||||||
Closure and restructuring costs | 18 | 20 | 6 | 27 | 12 | |||||||||||||||
Unrealized loss (gain) on financial instruments | 8 | (5 | ) | — | 27 | (26 | ) | |||||||||||||
OIBD (excluding specific items) | $ | 262 | $ | 315 | $ | 350 | $ | 306 | $ | 465 | ||||||||||
49
Table of Contents
Year Ended December 31, | ||||||||||||||||||||
2005 | 2006 | 2007 | 2008 | 2009 | ||||||||||||||||
(In millions of Cdn$) | ||||||||||||||||||||
OIBD Reconciliation: | ||||||||||||||||||||
Cash flow provided by operating activities | $ | 142 | $ | 218 | $ | 89 | $ | 124 | $ | 357 | ||||||||||
Changes in non-cash working capital components | 17 | (35 | ) | 89 | 31 | (52 | ) | |||||||||||||
Depreciation and amortization | (168 | ) | (160 | ) | (207 | ) | (213 | ) | (218 | ) | ||||||||||
Current incomes taxes | 21 | 34 | 33 | 20 | 30 | |||||||||||||||
Interest expense (includes interest on long-term debt, other interest less interest income and capitalized interest) | 76 | 79 | 102 | 102 | 101 | |||||||||||||||
Loss on long-term debt refinancing | — | — | — | — | 13 | |||||||||||||||
Gains or losses on disposals and others | 10 | 4 | 29 | (5 | ) | (1 | ) | |||||||||||||
Impairment loss and other restructuring costs | (52 | ) | (50 | ) | (3 | ) | (16 | ) | (50 | ) | ||||||||||
Unrealized gain (loss) on financial instruments | (8 | ) | 5 | — | (27 | ) | 26 | |||||||||||||
Early settlement on natural gas contracts | — | — | — | (11 | ) | — | ||||||||||||||
Other non-cash adjustments | (7 | ) | 2 | 13 | 11 | 8 | ||||||||||||||
Operating income | 31 | 97 | 145 | 16 | 214 | |||||||||||||||
Depreciation and amortization | 168 | 160 | 207 | 213 | 218 | |||||||||||||||
OIBD | 199 | 257 | 352 | 229 | 432 | |||||||||||||||
Specific Items: | ||||||||||||||||||||
Inventory adjustment resulting from business acquisition | — | — | 6 | 2 | — | |||||||||||||||
Loss (gain) on disposals and others | (10 | ) | (4 | ) | (17 | ) | 5 | 1 | ||||||||||||
Impairment loss | 47 | 47 | 3 | 16 | 46 | |||||||||||||||
Closure and restructuring costs | 18 | 20 | 6 | 27 | 12 | |||||||||||||||
Unrealized loss (gain) on financial instruments | 8 | (5 | ) | — | 27 | (26 | ) | |||||||||||||
OIBD (excluding specific items) | $ | 262 | $ | 315 | $ | 350 | $ | 306 | $ | 465 | ||||||||||
(3) | Working capital includes accounts receivable plus inventories less accounts payable. It excludes the unpaid provision for restructuring cost, the current portion of derivatives financial instruments assets or liabilities, the current portion of future tax assets or liabilities, the current portion of other liabilities and the net income taxes recoverable. | |
(4) | Total debt is defined as long-term debt, current portion of long-term debt and bank loan and advances. Net debt is total debt less cash and cash equivalents. | |
(5) | Restricted group financial data comes from Cascades Inc. and those subsidiaries that are “restricted” under the indentures governing the notes. Adjusted OIBD (excluding specific items) specific to the restricted group is defined as Operating Income before Depreciation and Amortization of our restricted group plus cash dividends paid to us by joint ventures and companies in which we hold a minority interest. The restricted group financial data includes data of certain subsidiaries that do not and will not guarantee the notes but that are and will be part of the restricted group for purposes of the indentures. The restricted group includes certain non-guarantor subsidiaries outside of Canada and the United States, but excludes our joint ventures, minority investments and unrestricted subsidiaries. We have included the restricted group financial information because we believe it is a measure used by management and provides our investors helpful information with respect to the financial results, including cash flows, of the business and operations that will be subject to the restrictive covenants under the indentures governing the notes. |
50
Table of Contents
• | The Packaging Products sector which includes the: |
• | Boxboard Group, a manufacturer of premium coated boxboard and folding cartons; | |
• | Containerboard Group, a manufacturer of containerboard and leading converter of corrugated products; and | |
• | Specialty Products Group, which manufactures specialty papers, industrial packaging and consumer product packaging and is also involved in recovery and recycling. |
• | The Tissue Papers sector which operates units that manufacture and convert tissue paper for the commercial, institutional, and retail markets. |
51
Table of Contents
Annual Capacity or | ||||
Facilities | Products/Services | Shipments | ||
Manufacturing | Annual Capacity In Metric Tons | |||
Jonquière (Québec) | From 100% virgin to 100% recycled coated boxboard | 144,000 | ||
East Angus (Québec) | 100% recycled coated boxboard | 66,000 | ||
Versailles (Connecticut) | 100% recycled coated boxboard | 136,000 | ||
LaRochette (France) | Coated boxboard | 140,000 | ||
Cascades Djupafors A.B. (Sweden) | Light-weight coated boxboard, virgin fiber | 62,000 | ||
Converting | Shipments In Metric Tons | |||
Mississauga (Ontario) | Processing and printing of boxboard for folding cartons | 21,000 | ||
Cobourg (Ontario) | Processing and printing of boxboard for folding cartons | 14,000 | ||
Winnipeg (Manitoba) | Processing and printing of boxboard for folding cartons | 17,000 | ||
Lachute (Québec) | Processing and printing of boxboard for folding cartons | 8,000 | ||
Hebron (Kentucky) | Processing and printing of boxboard for folding cartons | 15,000 | ||
Dopaco, Inc. (Pennsylvania, California, North Carolina, Illinois and Ontario) | Packaging products for the quick-service restaurant industry | 165,000 |
52
Table of Contents
Annual Capacity or | ||||
Facilities | Products/Services | Shipments | ||
Containerboard | Annual Capacity In Short Tons | |||
Norampac Industries Inc., Niagara Falls Division (New York) | 100% recycled corrugating medium | 275,000 | ||
Norampac Avot Vallée SAS (France) | 100% recycled corrugating medium and linerboard | 155,000 | ||
Kingsey Falls (Québec) | 100% recycled linerboard | 103,000 | ||
Cabano (Québec) | Corrugating medium | 242,000 | ||
Trenton (Ontario) | Corrugating medium in various basis weights | 194,000 | ||
Mississauga (Ontario) | 100% recycled linerboard | 173,000 | ||
Burnaby (British Columbia) | 100% recycled corrugating medium and gypsum paper | 128,000 | ||
Corrugated Products | Shipments In Square Feet | |||
Newfoundland (St. John’s) | Corrugated packaging | 138,000,000 | ||
Moncton (New Brunswick) | Corrugated packaging | 322,000,000 | ||
Québec (Québec) | Variety of corrugated packaging containers | 362,000,000(1) | ||
Drummondville (Québec) | Corrugated packaging containers for medium or heavy volume | 786,000,000 | ||
Victoriaville (Québec) | Corrugated packaging of all sizes | 292,000,000 | ||
Vaudreuil (Québec) | Variety of corrugated packaging containers | 845,000,000 | ||
Viau, Montréal (Québec) | Variety of corrugated packaging containers | 760,000,000 | ||
Le Gardeur (Québec) | Corrugated sheets, packaging and pallets | 63,000,000 | ||
Belleville (Ontario) | Variety of corrugated packaging containers | 247,000,000 | ||
Etobicoke (Ontario) | Variety of corrugated packaging containers | 404,000,000 | ||
Jellco, Barrie (Ontario) | Variety of corrugated packaging containers | 97,000,000 | ||
Peterborough (Ontario) | Corrugated sheets, packaging and pallets | 70,000,000 | ||
St-Mary’s (Ontario) | Corrugated packaging | 769,000,000 | ||
OCD, Mississauga (Ontario) | Corrugated packaging | 743,000,000 | ||
Vaughan (Ontario) | Corrugated sheets | 1,785,000,000 | ||
North York (Ontario) | Single face sheets, co-packaging and display operations | 40,000,000 | ||
Lithotech, Scarborough (Ontario) | Single face laminate | 173,000,000 | ||
Winnipeg (Manitoba) | Waxed corrugated containers | 484,000,000 | ||
Saskatoon (Saskatchewan) | Corrugated product packaging | 15,000,000 | ||
Calgary (Alberta) | Die cut boxes | 549,000,000 | ||
Richmond (British Columbia) | Corrugated packaging | 433,000,000 | ||
Norampac New York City Inc. (New York) | Graphic packaging and industrial box mix | 800,000,000 | ||
Norampac New England Inc., Leominster Division (Massachusetts) | Industrial box mix | 491,000,000 | ||
Norampac Schenectady Inc. (New York) | Variety of corrugated packaging containers | 531,000,000 | ||
Norampac Industries, Inc., Lancaster Division (New York) | Variety of corrugated packaging containers | 347,000,000 | ||
Norampac New England Inc., Thompson Division (Connecticut) | Variety of corrugated packaging containers | 186,000,000 | ||
Services | ||||
Art & Die, Etobicoke (Ontario) | Graphic art and printing plates | 5,042,000 square inches |
(1) | In November 2009, the Québec plant definitely ceased its activities. |
53
Table of Contents
54
Table of Contents
Annual Capacity | ||||||
In Metric Tons or | ||||||
Facilities | Products | Square Feet | ||||
Cascades Conversion Inc. Kingsey Falls (Québec) | Roll headers and packaging products | 65,000 | ||||
Converdis Inc. Berthierville (Québec) | Packaging products | 50,000 | ||||
Cascades Sonoco Inc., Birmingham (Alabama) | Roll headers and packaging products | 50,000 | ||||
Cascades Sonoco Inc., Tacoma (Washington) | Roll headers and packaging products | 30,000 | ||||
Cascades Rollpack S.A.S., Saucy-sur- Meurthe and Châtenois (France) | Roll headers and packaging reams | 30,000 | ||||
Cascades Multi-Pro Drummondville (Québec) | Sheeting, dividers, laminated board and honeycomb packaging products | 15,000 | ||||
Cascades Enviropac, Berthierville and St. Cesaire (Québec) | Honeycomb packaging products | 8,000 | ||||
Cascades Enviropac — Toronto (Ontario) | Honeycomb packaging products | 6,000 | ||||
Cascades Enviropac HPM LLC Grand Rapids (Michigan) | Honeycomb packaging products and other packaging products | 10,000 | ||||
Cascades Papiers Kingsey Falls (Québec) | Uncoated board | 93,000 |
55
Table of Contents
Territory | 2008 | 2009 | ||||||
Québec | 47 | % | 46 | % | ||||
Ontario | 16 | % | 14 | % | ||||
The rest of Canada | 1 | % | 2 | % | ||||
United States | 36 | % | 38 | % |
Annual Capacity | ||||||
Facilities | Products | In Kilograms | ||||
Plastiques Cascades Kingsey Falls (Québec) | Polystyrene foam containers | 9,500,000 | ||||
Cascades Plastics Inc. Warrenton (Missouri) | Polystyrene foam containers | 5,000,000 | ||||
Plastiques Cascades — Re-Plast Notre-Dame-du-Bon-Conseil (Québec) | Park furniture, patio and balcony planks, plastic lumber | 6,000,000 | ||||
Cascades Inopak Drummondville (Québec) | Coin wrappers, multi-use packaging | 5,000,000 | ||||
Cascades Forma-Pak Kingsey Falls, (Québec) | Filler flats, trays, specialty packaging products | 11,000,000 | ||||
Cascades Moulded Pulp, Inc., Rockingham (North Carolina) | Filler flats, trays and specialty packaging products | 6,000,000 |
56
Table of Contents
Annual Capacity | ||||
(MT : Metric Tons | ||||
Facilities | Products/Services | ST : Short Tons) | ||
Cascades Lupel Trois-Rivières (Québec) | Manufacture of backing for vinyl flooring | 55,000 MT | ||
Cascades East Angus (Québec) | Manufacture of kraft paper | 100,000 MT | ||
Cascades Auburn Fibre Inc. (Maine) | Manufacture of kraft de-inking pulp | 75,000 MT | ||
Cascades Fine Papers Group Inc., RollandDivision Saint-Jérôme (Québec) | Manufacture of uncoated fine paper | 155,000 ST | ||
Cascades Fine Papers Group Inc., Breakey FibresDivision Sainte-Hélène-de-Breakey (Québec) | Manufacture of de-inked kraft pulp | 75,000 MT | ||
Cascades Fine Papers Group Inc., Converting CenterDivision Saint-Jérôme (Québec) | Converting of fine papers, kraft and chipboard | 115,000 ST |
57
Table of Contents
58
Table of Contents
Annual Capacity | ||||||
Facilities | Products/Services | In Short Tons | ||||
Manufacturing/Converting | ||||||
Candiac (Québec) | Paper towels, bathroom tissue, paper napkins | 77,000 | ||||
Lachute (Québec) | Paper hand towels, bathroom tissue | 43,000 | ||||
Kingsey Falls (Québec) | Paper towels, facial tissue, bathroom tissue, paper hand towels | 113,000 | ||||
Cascades Tissue Group — North Carolina Inc. (Rockingham) | Paper towels, facial tissue, bathroom tissue, paper napkins, paper hand towels | 63,000 | ||||
Cascades Tissue Group — Wisconsin Inc. (Eau Claire) | Paper towels, bathroom tissue, facial tissue and paper napkins | 62,000 | ||||
Cascades Tissue Group — Pennsylvania Inc. (Ransom and Pittston) | Paper towels, bathroom tissue, facial tissue and paper napkins | 63,000 | ||||
Manufacturing | ||||||
Toronto PM (Ontario) | Parent rolls | 64,000 | ||||
Cascades Tissue Group — Oregon Inc. (St-Helens) | Parent rolls | 77,000 | ||||
Cascades Tissue Group — Tennessee Inc. (Memphis) | Parent rolls, bathroom tissue | 46,000 | ||||
Cascades Tissue Group — New York Inc. (Mechanicville) | Parent rolls | 58,000 | ||||
Converting | ||||||
Toronto (Ontario) | Paper towels, bathroom tissue, facial tissue, paper napkins | N/A | ||||
Laval (Québec) | Paper napkins | N/A | ||||
Cascades Tissue Group — Arizona Inc. (Kingman) | Paper towels, bathroom tissue, paper hand towels, paper napkins | N/A | ||||
Cascades Tissue Group — New York Inc. (Waterford) | Paper towels, bathroom tissue, paper hand towels, paper napkins | N/A | ||||
Best Diamond Packaging, LLC (Kingston, North Carolina) | Paper hand towels | N/A | ||||
Converting | ||||||
Cascades Tissue Group — IFC Disposables Inc., Brownsville (Tennessee) | Industrial wipes | N/A |
59
Table of Contents
• | our ability to maintain high plant efficiencies and operating rates and lower manufacturing costs; | |
• | the availability, quality and cost of raw materials, particularly recycled and virgin fiber, and labor; and | |
• | the cost of energy. |
60
Table of Contents
61
Table of Contents
62
Table of Contents
63
Table of Contents
• | engage in mergers, liquidations and dissolutions; | |
• | incur additional liens; | |
• | make investments in non-credit parties; | |
• | sell assets; | |
• | incur additional debt; | |
• | guarantee obligations of persons other than credit parties; | |
• | make distributions other than to the borrowers; | |
• | enter into transactions with affiliates; and | |
• | change our line of business. |
• | non-payment of principal, interest or acceptance fees when due; | |
• | non-payment of other amounts after a grace period; | |
• | failure to meet financial ratios; | |
• | failure to make payments of other obligations or a default under the indentures governing the notes; | |
• | violation of other covenants subject to a grace period; | |
• | failure of any representation or warranty to be true in all material respects when made or deemed made; | |
• | commencement of a bankruptcy or similar proceeding by or on behalf of a credit party; | |
• | change of control; | |
• | material adverse change; and | |
• | defaults under other debt instruments, including under the indentures governing the original notes and that will govern the exchange notes. |
64
Table of Contents
• | borrow money; | |
• | pay dividends on stock, redeem stock or redeem subordinated debt; | |
• | make investments; | |
• | guarantee other indebtedness; | |
• | enter into agreements that restrict dividends or other distributions from restricted subsidiaries; | |
• | enter into transactions with affiliates; | |
• | create or assume liens; | |
• | engage in mergers or consolidations; and | |
• | enter into a sale of all or substantially all of our assets. |
65
Table of Contents
66
Table of Contents
67
Table of Contents
• | senior unsecured obligations of Cascades; | |
• | guaranteed on a senior unsecured basis by the Subsidiary Guarantors; | |
• | effectively subordinated in right of payment to existing and future secured debt, if any, including our and our subsidiaries’ obligations under the Credit Facility, to the extent of such security and to all existing and future secured debt of the Subsidiary Guarantors; | |
• | effectively subordinated to all debt of our non-guarantor subsidiaries, unrestricted subsidiaries and joint ventures, including trade debt and preferred stock claims; | |
• | equal in ranking (“pari passu”) with all existing and future Senior Debt of the Company, including the 2020 notes; and | |
• | senior in right of payment to all future subordinated debt of the Company. |
68
Table of Contents
69
Table of Contents
Period | Redemption Price | |||
2013 | 103.875 | % | ||
2014 | 101.938 | % | ||
2015 and thereafter | 100.000 | % |
70
Table of Contents
71
Table of Contents
72
Table of Contents
73
Table of Contents
74
Table of Contents
75
Table of Contents
76
Table of Contents
77
Table of Contents
78
Table of Contents
79
Table of Contents
80
Table of Contents
81
Table of Contents
82
Table of Contents
83
Table of Contents
84
Table of Contents
85
Table of Contents
86
Table of Contents
87
Table of Contents
88
Table of Contents
89
Table of Contents
90
Table of Contents
91
Table of Contents
92
Table of Contents
93
Table of Contents
94
Table of Contents
95
Table of Contents
96
Table of Contents
97
Table of Contents
98
Table of Contents
99
Table of Contents
100
Table of Contents
101
Table of Contents
102
Table of Contents
103
Table of Contents
104
Table of Contents
105
Table of Contents
106
Table of Contents
107
Table of Contents
108
Table of Contents
109
Table of Contents
110
Table of Contents
111
Table of Contents
112
Table of Contents
• | senior unsecured obligations of Cascades; | |
• | guaranteed on a senior unsecured basis by the Subsidiary Guarantors; | |
• | effectively subordinated in right of payment to existing and future secured debt, if any, including our and our subsidiaries’ obligations under the Credit Facility, to the extent of such security and to all existing and future secured debt of the Subsidiary Guarantors; | |
• | effectively subordinated to all debt of our non-guarantor subsidiaries, unrestricted subsidiaries and joint ventures, including trade debt and preferred stock claims; | |
• | equal in ranking(“pari passu”) with all existing and future Senior Debt of the Company, including the 2017 notes; and | |
• | senior in right of payment to all future subordinated debt of the Company. |
113
Table of Contents
114
Table of Contents
Period | Redemption Price | |||
2015 | 103.938 | % | ||
2016 | 102.625 | % | ||
2017 | 101.313 | % | ||
2018 and thereafter | 100.000 | % |
115
Table of Contents
116
Table of Contents
117
Table of Contents
118
Table of Contents
119
Table of Contents
120
Table of Contents
121
Table of Contents
122
Table of Contents
123
Table of Contents
124
Table of Contents
125
Table of Contents
126
Table of Contents
127
Table of Contents
128
Table of Contents
129
Table of Contents
130
Table of Contents
131
Table of Contents
132
Table of Contents
133
Table of Contents
134
Table of Contents
135
Table of Contents
136
Table of Contents
137
Table of Contents
138
Table of Contents
139
Table of Contents
140
Table of Contents
141
Table of Contents
142
Table of Contents
143
Table of Contents
144
Table of Contents
145
Table of Contents
146
Table of Contents
147
Table of Contents
148
Table of Contents
149
Table of Contents
150
Table of Contents
151
Table of Contents
152
Table of Contents
153
Table of Contents
154
Table of Contents
155
Table of Contents
156
Table of Contents
157
Table of Contents
158
Table of Contents
159
Table of Contents
160
Table of Contents
161
Table of Contents
• | a dealer or trader in securities, currencies or commodities, including those who use themark-to-market method of accounting; | |
• | a financial institution; | |
• | a regulated investment company; | |
• | a real estate investment trust; | |
• | a tax-exempt organization; | |
• | an insurance company; | |
• | a grantor trust; | |
• | a personal holding company; | |
• | a person who acquired outstanding restricted notes or exchange notes in connection with employment or other performance of services; | |
• | a person holding outstanding restricted notes or exchange notes as part of a hedging, integrated, conversion or constructive sale transaction or a straddle; | |
• | a person who owns, actually or constructively, 10% or more of our common shares; | |
• | a U.S. holder whose “functional currency” is not the U.S. dollar; | |
• | a partnership or other entity or arrangement classified as a partnership for United States federal income tax purposes or other pass-through entities, or an investor in such entities or arrangements; or | |
• | a United States expatriate, i.e., a former U.S. citizen or former long-term resident of the United States. |
162
Table of Contents
• | an individual who is a citizen or resident of the United States; | |
• | a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia; | |
• | an estate the income of which is subject to United States federal income taxation regardless of its source; or | |
• | a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons (as defined in the Code) have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person. |
163
Table of Contents
164
Table of Contents
• | that gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base); or | |
• | you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met. |
165
Table of Contents
• | The discussion only covers you if you buy your notes in the initial offering. | |
• | The discussion does not apply to you if you use or hold, or are deemed to use or hold, the notes in carrying on a business in Canada. | |
• | The discussion does not apply to you if you are a non resident insurer who carries on business in Canada and elsewhere. | |
• | The discussion is based on current law and administrative practice of the Canadian taxation authorities. | |
• | The discussion does not cover provincial, territorial or foreign law. | |
• | The discussion is of a general nature only. We suggest that you consult your own tax advisor about the consequences of holding the notes in your particular situation. |
166
Table of Contents
167
Table of Contents
168
Table of Contents
Offer to exchange up to US$500,000,000 Aggregate Principal Amount of Newly Issued 73/4% Senior Notes due 2017 | Offer to exchange up to US$250,000,000 Aggregate Principal Amount of Newly Issued 77/8% Senior Notes due 2020 | |
For | For | |
a Like Principal Amount of Outstanding Restricted 73/4% Senior Notes due 2017 issued in December 2009 | a Like Principal Amount of Outstanding Restricted 77/8% Senior Notes due 2020 issued in December 2009 |
Table of Contents
Item 20. | Indemnification of Directors and Officers. |
1. | CANADA CORPORATIONS |
A. | Quebec |
a. | Applicable Laws of Quebec |
b. | By-Laws |
B. | Canadian Federal Law |
a. | Applicable Laws of Canada |
II-1
Table of Contents
b. | By-Laws |
II-2
Table of Contents
C. | Ontario |
a. | Applicable Laws of Ontario |
b. | By-Laws |
II-3
Table of Contents
2. | Delaware |
A. | Delaware Corporations |
a. | Applicable Laws of Delaware |
b. | Bylaws |
II-4
Table of Contents
B. | Delaware Limited Liability Companies |
a. | Applicable Laws of Delaware |
b. | Limited Liability Company Operating Agreement and Bylaws |
II-5
Table of Contents
II-6
Table of Contents
C. | Delaware Partnerships |
a. | Applicable Laws of Delaware |
b. | Limited Partnership Agreement |
3. | Massachusetts Corporation |
a. | Applicable Laws of Massachusetts |
II-7
Table of Contents
b. | By-Laws |
II-8
Table of Contents
4. | New York Corporations |
a. | Applicable Laws of New York |
b. | By-Laws |
II-9
Table of Contents
5. | Nevada Corporation |
a. | Applicable Laws of Nevada |
II-10
Table of Contents
b. | Bylaws |
II-11
Table of Contents
6. | North Carolina corporations |
a. | Applicable Laws of North Carolina |
b. | By-Laws |
7. | Pennsylvania corporation |
a. | Applicable Laws of Pennsylvania |
II-12
Table of Contents
b. | By-Laws |
II-13
Table of Contents
8. | Tennessee corporation |
a. | Applicable Laws of Tennessee |
b. | By-Laws |
II-14
Table of Contents
Item 21. | Exhibits and Financial Statements Schedules. |
Exhibit | Description of Exhibit (and Document From | |||||
Number | Which Incorporated by Reference, if Applicable) | Note | ||||
3 | .1 | Articles of Amalgamation of Cascades Inc. filed with the Inspector General of Financial Institutions of Québec on January 10, 2004 | G | |||
3 | .2 | By-laws of Cascades Inc., as amended | J | |||
3 | .3 | Certificate of Incorporation of Cascades Auburn Fiber Inc. filed with the Secretary of State of Delaware on May 28, 1998 (together with amendments thereto) | B | |||
3 | .4 | Certificate of Amendment of Certificate of Incorporation of Cascades Auburn Fiber Inc. filed with the Secretary of State of Delaware on January 24, 2007 | K | |||
3 | .5 | By-laws of Cascades Auburn Fiber Inc., as amended | B | |||
3 | .6 | Certificate of Formation of Cascades Boxboard Group — Connecticut LLC filed with the Secretary of State of Delaware on March 28, 2006 | K | |||
3 | .7 | Limited Liability Company Operating Agreement of Cascades Boxboard Group — Connecticut LLC | K | |||
3 | .8 | Certificate of Incorporation of Cascades Boxboard U.S., Inc. filed with the Secretary of State of Delaware on July 16, 1997 (together with amendments thereto) | B | |||
3 | .9 | By-laws of Cascades Boxboard U.S., Inc., as amended | B | |||
3 | .10 | Articles of Amalgamation of Cascades Canada Inc. filed with the Director General, Corporations Directorate of Industry Canada on December 31, 2003 | D | |||
3 | .11 | Certificates and Articles of Amendment of Cascades Canada Inc. filed with the Director General, Corporations Directorate of Industry Canada on February 23, 2006, May 1, 2006, December 29, 2006 and December 19, 2007 | K | |||
3 | .12 | By-laws of Cascades Canada Inc. | D | |||
3 | .13 | Certificate of Formation of Cascades Delaware LLC, filed with the Secretary of State of Delaware on April 1, 2004 | D | |||
3 | .14 | Limited Liability Company Operating Agreement of Cascades Delaware LLC | D | |||
3 | .15 | Certificate of Incorporation of Cascades Energy Initiative Inc., filed with the Secretary of State of Delaware on September 28, 2006 | K | |||
3 | .16 | By-laws of Cascades Energy Initiative Inc. | K | |||
3 | .17 | Certificate of Formation of Cascades Enviropac HPM LLC, filed with the Secretary of State of Delaware on June 6, 2007 | K | |||
3 | .18 | Limited Liability Company Agreement of Cascades Enviropac HPM LLC | K | |||
3 | .19 | Certificate of Incorporation of Cascades Fine Papers Group (USA) Inc. filed with the Secretary of State of Delaware on July 15, 1992 (together with amendments thereto) | B | |||
3 | .20 | By-laws of Cascades Fine Papers Group (USA) Inc. | K | |||
3 | .21 | Certificate of Incorporation of Cascades Moulded Pulp, Inc. filed with the Secretary of State of North Carolina on June 25, 1986 (together with amendments thereto) | B | |||
3 | .22 | By-laws of Cascades Moulded Pulp, Inc., as amended | B | |||
3 | .23 | Certificate of Incorporation of Cascades Paperboard International Inc., filed with the Director General, Corporations Directorate of Industry Canada on December 18, 2000 (together with amendments thereto) | B | |||
3 | .24 | Certificate of Amendment of Cascades Paperboard International Inc., filed with the Director General, Corporations Directorate of Industry Canada on September 18, 2007 (together with amendments thereto) | K | |||
3 | .25 | By-laws of Cascades Paperboard International Inc. | B | |||
3 | .26 | Certificate of Incorporation of Cascades Plastics Inc. filed with the Secretary of State of Delaware on January 12, 2000 | B | |||
3 | .27 | By-laws of Cascades Plastics Inc., as amended | B |
II-15
Table of Contents
Exhibit | Description of Exhibit (and Document From | |||||
Number | Which Incorporated by Reference, if Applicable) | Note | ||||
3 | .28 | Certificate of Incorporation of Cascades SPG Sales Inc., filed with the Secretary of State of Delaware on January 5, 1989 (together with amendments thereto) | B | |||
3 | .29 | Certificate of Amendment of Certificate of Incorporation of Cascades SPG Sales Inc., filed with the Secretary of State of Delaware on April 23, 2009 | K | |||
3 | .30 | By-laws of Cascades SPG Sales Inc. | B | |||
3 | .31 | Certificate of Incorporation of Cascades Tissue Group — Arizona Inc. filed with the Secretary of State of Delaware on March 5, 2002 (together with amendments thereto) | C | |||
3 | .32 | By-laws of Cascades Tissue Group — Arizona Inc., as amended | B | |||
3 | .33 | Certificate of Incorporation of Cascades Tissue Group — IFC Disposables Inc. filed with the Secretary of State of Tennessee on December 17, 1990 (together with amendments thereto) | B | |||
3 | .34 | By-laws of Cascades Tissue Group — IFC Disposables Inc., as amended | K | |||
3 | .35 | Certificate of Formation of Cascades Tissue Group — Maryland LLC, filed with the Secretary of State of Delaware on August 11, 2006 | K | |||
3 | .36 | Limited Liability Company Agreement of Cascades Tissue Group — Maryland LLC | K | |||
3 | .37 | Certificate of Incorporation of Cascades Tissue Group — New York Inc. filed with the Secretary of State of Delaware on March 6, 2002 (together with amendments thereto) | B | |||
3 | .38 | Certificates of Merger of Cascades Tissue Group — New York Inc. filed with the Secretary of State of Delaware on January 31, 2003 and July 15, 2004 | K | |||
3 | .39 | By-laws of Cascades Tissue Group — New York Inc., as amended | B | |||
3 | .40 | Certificate of Incorporation of Cascades Tissue Group — North Carolina Inc. filed with the Secretary of State of North Carolina on May 27, 1983 (together with amendments thereto) | B | |||
3 | .41 | By-laws of Cascades Tissue Group — North Carolina Inc., as amended | B | |||
3 | .42 | Certificate of Incorporation of Cascades Tissue Group — Oregon Inc. filed with the Secretary of State of Delaware on April 18, 2002 (together with amendments thereto) | B | |||
3 | .43 | By-laws of Cascades Tissue Group — Oregon Inc., as amended | B | |||
3 | .44 | Certificate of Incorporation of Cascades Tissue Group — Pennsylvania Inc. filed with the Secretary of State of Delaware on August 22, 2001 (together with amendments thereto) | B | |||
3 | .45 | By-laws of Cascades Tissue Group — Pennsylvania Inc., as amended | B | |||
3 | .46 | Certificate of Incorporation of Cascades Tissue Group — Sales Inc. filed with the Secretary of State of Delaware on June 21, 2004 | D | |||
3 | .47 | By-laws of Cascades Tissue Group — Sales Inc. | D | |||
3 | .48 | Certificate of Incorporation of Cascades Tissue Group — Tennessee Inc. filed with the Secretary of State of Delaware on February 4, 2003 | D | |||
3 | .49 | By-laws of Cascades Tissue Group — Tennessee Inc | D | |||
3 | .50 | Certificate of Incorporation of Cascades Tissue Group — Wisconsin Inc. filed with the Secretary of State of Delaware on August 22, 2001 (together with amendments thereto) | B | |||
3 | .51 | By-laws of Cascades Tissue Group — Wisconsin Inc., as amended | B | |||
3 | .52 | Certificate of Incorporation of Cascades Tenderco Inc., filed with the Director General, Corporations Directorate of Industry Canada on October 23, 2009 | K | |||
3 | .53 | By-laws of Cascades Tenderco Inc. | K | |||
3 | .54 | Certificate of Incorporation of Cascades Transport Inc. filed with the Director General, Corporations Directorate of Industry Canada on September 19, 2003 | D | |||
3 | .55 | By-laws of Cascades Transport Inc. | D | |||
3 | .56 | Certificate of Incorporation of Cascades USA Inc. filed with the Secretary of State of Delaware on November 25, 2003 | D | |||
3 | .57 | By-laws of Cascades USA Inc. | D |
II-16
Table of Contents
Exhibit | Description of Exhibit (and Document From | |||||
Number | Which Incorporated by Reference, if Applicable) | Note | ||||
3 | .58 | Articles of Amalgamation of Conference Cup Ltd. filed with Ontario, Canada on June 30, 1991 (together with the amendments thereto) | D | |||
3 | .59 | By-laws of Conference Cup Ltd. | D | |||
3 | .60 | Certificate of Incorporation of Dopaco, Inc. filed with the Secretary of the Commonwealth of Pennsylvania on July 9, 1979 (together with amendments thereto) | D | |||
3 | .61 | By-laws of Dopaco, Inc. (as amended) | D | |||
3 | .62 | Certificate of Incorporation of Dopaco Canada, Inc. filed with the Director General, Corporations Directorate of Industry Canada on March 24, 1980 | D | |||
3 | .63 | Certificate of Amendment of Certificate of Incorporation of Dopaco Canada, Inc. filed with the Director General, Corporations Directorate of Industry Canada on August 28, 2005 | K | |||
3 | .64 | By-laws of Dopaco Canada, Inc. | D | |||
3 | .65 | Certificate of Limited Partnership of Dopaco Limited Partnership filed with the Secretary of State of Delaware on February 12, 1997 | D | |||
3 | .66 | Limited Partnership Agreement of Dopaco Limited Partnership | D | |||
3 | .67 | Certificate of Formation of Dopaco Pacific LLC filed with the Secretary of State of Delaware on February 12, 1997 | D | |||
3 | .68 | Limited Liability Company Agreement of Dopaco Pacific LLC | D | |||
3 | .69 | Certificate of Articles of Amalgamation of Garven Incorporated filed with Ontario, Canada on January 10, 2001 | D | |||
3 | .70 | By-laws of Garven Incorporated, as amended | D | |||
3 | .71 | Certificate of Incorporation of Kingsey Falls Investments Inc. filed with the Director General, Corporations Directorate of Industry Canada on August 5, 2004 | D | |||
3 | .72 | By-laws of Kingsey Falls Investments Inc. | D | |||
3 | .73 | Certificate of Formation of Norampac Delaware LLC, filed with the Secretary of State of Delaware on April 1, 2004 | K | |||
3 | .74 | Limited Liability Corporation Agreement of Norampac Delaware LLC (together with amendments thereto) | K | |||
3 | .75 | Articles of Incorporation of Norampac Export Sales Corp., filed with the Secretary of State of Nevada on April 1, 2005 | K | |||
3 | .76 | By-laws of Norampac Export Sales Corp. | K | |||
3 | .77 | Certificate of Incorporation of Norampac Finance US Inc. filed with the Delaware Secretary of State on June 29, 2001 (together with amendments thereto). | A | |||
3 | .78 | By-laws of Norampac Finance US Inc., as amended. | A | |||
3 | .79 | Certificate of Incorporation of Norampac Holding US Inc. filed with the Delaware Secretary of State on May 9, 2001. | A | |||
3 | .80 | By-laws of Norampac Holding US Inc., as amended. | A | |||
3 | .81 | Certificate of Incorporation of Norampac Industries Inc. filed with the New York Secretary of State on August 14, 1987 (together with amendments thereto) | A | |||
3 | .82 | By-laws of Norampac Industries Inc., as amended. | A | |||
3 | .83 | Amendment to By-laws of Norampac Industries Inc. | K | |||
3 | .84 | Certificate of Incorporation of Norampac New England Inc., filed with the Secretary of the Commonwealth of Massachusetts on May 8, 1961 (together with amendments thereto) | A | |||
3 | .85 | Certificate of Merger and Articles of Merger of Norampac New England Inc., filed respectively with the Connecticut Secretary of the State and the Secretary of the Commonwealth of Massachusetts on December 23 and 21, 2009. | K | |||
3 | .86 | By-laws of Norampac New England Inc., as amended. | K |
II-17
Table of Contents
Exhibit | Description of Exhibit (and Document From | |||||
Number | Which Incorporated by Reference, if Applicable) | Note | ||||
3 | .87 | Certificate of Incorporation of Norampac New York City Inc. filed with the New York Secretary of State on February 15, 1918 (together with amendments thereto). | A | |||
3 | .88 | By-laws of Norampac New York City Inc., as amended. | A | |||
3 | .89 | Certificate of Incorporation of Norampac Schenectady Inc. filed with the New York Secretary of State on April 9, 2003. | A | |||
3 | .90 | Certificate of Merger of Norampac Schenectady Inc. filed with the New York Secretary of State on December 21, 2005 | K | |||
3 | .91 | By-laws of Norampac Schenectady Inc., as amended. | A | |||
3 | .92 | Certificate of Incorporation of W.H. Smith Paper Corporation filed with the Secretary of State of the State of New York on August 7, 1919 (together with amendments thereto) | D | |||
3 | .93 | By-laws of W.H. Smith Paper Corporation, as amended | D | |||
3 | .94 | Certificate of Incorporation of 7251637 Canada Inc. filed with the Director General, Corporations Directorate of Industry Canada on September 30, 2009. | K | |||
3 | .95 | By-laws of 7251637 Canada Inc., as amended | K | |||
4 | .1 | Indenture, dated as of February 5, 2003, between Cascades Inc., the Subsidiary Guarantors named therein and The Bank of New York Mellon Mellon, as trustee | E | |||
4 | .2 | First Supplemental Indenture, dated May 30, 2003, to the Indenture, dated February 5, 2003, between Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon Mellon, as Trustee | B | |||
4 | .3 | Second Supplemental Indenture, dated December 30, 2003, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee | G | |||
4 | .4 | Third Supplemental Indenture, dated March 16, 2004, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantor named therein and The Bank of New York Mellon, as Trustee | G | |||
4 | .5 | Fourth Supplemental Indenture, dated July 8, 2004, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantor named therein and The Bank of New York Mellon, as Trustee | G | |||
4 | .6 | Fifth Supplemental Indenture, dated August 26, 2004, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee | G | |||
4 | .7 | Sixth Supplemental Indenture, dated November 30, 2004, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee | G | |||
4 | .8 | Seventh Supplemental Indenture, dated April 27, 2006, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee | H | |||
4 | .9 | Eight Supplemental Indenture, dated September 20, 2006, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee | H | |||
4 | .10 | Ninth Supplemental Indenture, dated November 8, 2006, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee | H | |||
4 | .11 | Tenth Supplemental Indenture, dated December 28, 2006, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee | H | |||
4 | .12 | Eleventh Supplemental Indenture, dated August 17, 2007, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee | I |
II-18
Table of Contents
Exhibit | Description of Exhibit (and Document From | |||||
Number | Which Incorporated by Reference, if Applicable) | Note | ||||
4 | .13 | Twelfth Supplemental Indenture, dated October 30, 2009, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York Mellon, as Trustee | F | |||
4 | .14 | Thirteenth Supplemental Indenture, dated February 26, 2010, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and the Bank of New York Mellon, as Trustee | F | |||
4 | .15 | Indenture, dated May 28, 2003, among Norampac Inc., the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee | B | |||
4 | .16 | First Supplemental Indenture, dated July 30, 2004, to the Indenture, dated May 28, 2003, among Norampac Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee | H | |||
4 | .17 | Second Supplemental Indenture, dated December 28, 2006, to the Indenture, dated May 28, 2003, among Norampac Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee | H | |||
4 | .18 | Third Supplemental Indenture, dated as of December 29, 2006, to the Indenture dated as of May 28, 2003 among Norampac Inc. as predecessor issuer, the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee, among Cascades Inc., the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee | H | |||
4 | .19 | Fourth Supplemental Indenture, dated as of August 30, 2007, to the Indenture dated as of May 28, 2003 among Norampac Inc. as predecessor issuer, the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee, among Cascades Inc., the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee | I | |||
4 | .20 | Fifth Supplemental Indenture, dated as of October 30, 2009, to the Indenture dated as of May 28, 2003 among Norampac Inc. as predecessor issuer, the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee, among Cascades Inc., the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee | F | |||
4 | .21 | Sixth Supplemental Indenture, dated as of February 26, 2010, to the Indenture dated as of May 28, 2003 among Norampac Inc. as predecessor issuer, the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee, among Cascades Inc., the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee | F | |||
4 | .22 | Indenture dated as of December 3, 2009, among Cascades Inc., the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee | F | |||
4 | .23 | Indenture dated as of December 23, 2009, among Cascades Inc., the Subsidiary Guarantors named therein and The Bank of Nova Scotia Trust Company of New York, as Trustee | F | |||
4 | .24 | Registration Rights Agreement, dated as of December 3, 2009, between Cascades Inc., the Subsidiary Guarantors named therein, and Banc of America Securities LLC Scotia Capital (USA) Inc. | K | |||
4 | .25 | Registration Rights Agreement, dated as of December 23, 2009, between Cascades Inc., the Subsidiary Guarantors named therein, and Banc of America Securities LLC | K | |||
4 | .26 | Form of Original 2017 Notes (included in Exhibit 4.22) | F | |||
4 | .27 | Form of New 2017 Notes (including in Exhibit 4.22) | F | |||
4 | .28 | Form of Original 2020 Notes (included in Exhibit 4.24) | F | |||
4 | .29 | Form of New 2020 Notes (included in Exhibit 4.24) | F | |||
5 | .1 | Legal Opinion of Jones Day | K | |||
5 | .2 | Legal Opinion of Fraser Milner Casgrain LLP | K | |||
5 | .3 | Legal Opinion of Manning Fulton & Skinner PA | K | |||
5 | .4 | Legal Opinion of Bass, Berry & Sims PLC | K | |||
5 | .5 | Legal Opinion of Goulston & Storrs, P.C. | K | |||
5 | .6 | Legal Opinion of Brownstein Hyatt Farber Schreck, LLP | K |
II-19
Table of Contents
Exhibit | Description of Exhibit (and Document From | |||||
Number | Which Incorporated by Reference, if Applicable) | Note | ||||
10 | .1 | Credit Agreement, dated as of December 29, 2006, among Cascades Inc., Cascades USA Inc., Cascades Europe SAS, Cascades Arnsberg GmbH, The Bank of Nova Scotia, as administrative and collateral agent, National Bank of Canada, as co-administrative agent, Canadian Imperial Bank of Commerce, and a syndicate of lenders named therein, as lenders | H | |||
10 | .2 | First Amendment dated as of June 27, 2007, to the Credit Agreement dated as of December 29, 2006, among Cascades Inc., Cascades USA Inc., Cascades Europe SAS, Cascades Arnsberg GmbH, The Bank of Nova Scotia, as administrative and collateral agent, National Bank of Canada, as co-administrative agent, Canadian Imperial Bank of Commerce, and a syndicate of lenders named therein, as lenders | I | |||
10 | .3 | Second Amendment dated as of March 27, 2008, to the Credit Agreement dated as of December 29, 2006, among Cascades Inc., Cascades USA Inc., Cascades Europe SAS, Cascades Arnsberg GmbH, The Bank of Nova Scotia, as administrative and collateral agent, National Bank of Canada, as co-administrative agent, Canadian Imperial Bank of Commerce, and a syndicate of lenders named therein, as lenders | J | |||
10 | .4 | Third Amendment dated as of May 22, 2008, to the Credit Agreement dated as of December 29, 2006, among Cascades Inc., Cascades USA Inc., Cascades Europe SAS, The Bank of Nova Scotia, as administrative and collateral agent, National Bank of Canada, as co-administrative agent, Canadian Imperial Bank of Commerce, and a syndicate of lenders named therein, as lenders | J | |||
10 | .5 | Fourth Amendment dated as of February 13, 2009, to the Credit Agreement dated as of December 29, 2006, among Cascades Inc., Cascades USA Inc., Cascades Europe SAS, The Bank of Nova Scotia, as administrative and collateral agent, National Bank of Canada, as co-administrative agent, Canadian Imperial Bank of Commerce, and a syndicate of lenders named therein, as lenders | J | |||
12 | .1 | Statement re: Computation of Ratios | K | |||
21 | .1 | Subsidiaries of Cascades Inc. | K | |||
23 | .1 | Consent of Independent Auditors | K | |||
23 | .2 | Consent of Jones Day (included in Exhibit 5.1) | K | |||
23 | .3 | Consent of Fraser Milner Casgrain LLP (included in Exhibit 5.2) | K | |||
23 | .4 | Consent of Manning Fulton & Skinner PA (included in Exhibit 5.3) | K | |||
23 | .5 | Consent of Bass, Berry & Sims PLC (included in exhibit 5.4) | K | |||
23 | .6 | Consent of Goulston & Storrs, P.C. (included in Exhibit 5.5) | K | |||
23 | .7 | Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.6) | K | |||
25 | .1 | Statement of Eligibility under the Trust Indenture Act of 1939 onForm T-1 | K | |||
99 | .1 | Form of Letter of Transmittal | K | |||
99 | .2 | Form of Notice of Guaranteed Delivery | K | |||
99 | .3 | Form of Letter to DTC Participants | K | |||
99 | .4 | Form of Letter to Clients | K | |||
99 | .5 | Form of Instructions to Book-Entry Transfer Participants | K |
(A) | Previously filed as an exhibit to Norampac Inc.’s Registration Statement onForm F-4 (Reg.No. 333-107349), filed on September 26, 2003 and incorporated herein by reference. | |
(B) | Previously filed as an exhibit to Amendment No. 1 to Cascades Inc.’s Registration Statement onForms F-4 andS-4 (Reg.No. 333-105024), filed on July 18, 2003 and incorporated herein by reference. | |
(C) | Previously filed as an exhibit to Cascades Inc.’s Registration Statement onForms F-4 andS-4 (Reg.No. 333-109099), filed on September 25, 2003 and incorporated herein by reference. | |
(D) | Previously filed as an exhibit to Cascades Inc.’s Registration Statement onForms F-4 andS-4 (Reg.No. 333-124104), filed on June 8, 2005 and incorporated herein by reference. | |
(E) | Previously filed as an exhibit to Cascades Inc.’s Registration Statement onForms F-4 andS-4 (Reg.No. 333-105024), filed on May 6, 2003 and incorporated herein by reference. |
II-20
Table of Contents
(F) | Previously filed as an exhibit to Cascades Inc.’sForm 40-F (Reg.No. 333-105024), filed on March 30, 2010 and incorporated herein by reference. | |
(G) | Previously filed as an exhibit to Cascades Inc.’s Annual Report onForm 40-F, filed on March 24, 2005 and incorporated herein by reference. | |
(H) | Previously filed as an exhibit to Cascades Inc.’s Annual Report onForm 40-F, filed on March 28, 2007 and incorporated herein by reference. | |
(I) | Previously filed as an exhibit to Cascades Inc.’s Annual Report onForm 40-F, filed on March 27, 2008 and incorporated herein by reference. | |
(J) | Previously filed as an exhibit to Cascades Inc.’s Annual Report onForm 40-F, filed on March 30, 2009 and incorporated herein by reference. | |
(K) | Filed herewith. |
Item 22. | Undertakings. |
II-21
Table of Contents
II-22
Table of Contents
By: | /s/ Robert F. Hall |
Signature | Title | Date | ||||
/s/ Alain Lemaire Alain Lemaire | President, Chief Executive Officer and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Christian Dubé Christian Dubé | Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Bernard Lemaire Bernard Lemaire | Director | April 22, 2010 | ||||
/s/ Laurent Lemaire Laurent Lemaire | Director | April 22, 2010 | ||||
/s/ Martin P. Pelletier Martin P. Pelletier | Director | April 22, 2010 | ||||
/s/ Paul R. Bannerman Paul R. Bannerman | Director | April 22, 2010 | ||||
/s/ André Desaulniers André Desaulniers | Director | April 22, 2010 | ||||
/s/ Louis Garneau Louis Garneau | Director | April 22, 2010 |
II-23
Table of Contents
Signature | Title | Date | ||||
/s/ Sylvie Lemaire Sylvie Lemaire | Director | April 22, 2010 | ||||
/s/ Michel Desbiens Michel Desbiens | Director | April 22, 2010 | ||||
/s/ Laurent Verreault Laurent Verreault | Director | April 22, 2010 | ||||
/s/ David McAusland David McAusland | Director | April 22, 2010 | ||||
/s/ Robert Chevrier Robert Chevrier | Director | April 22, 2010 | ||||
/s/ James B.C. Doak James B.C. Doak | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-24
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-25
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-26
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-27
Table of Contents
By: | /s/ Robert F. Hall |
Signature | Title | Date | ||||
/s/ Alain Lemaire Alain Lemaire | President, Chief Executive Officer and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Vice President Finance, Treasurer and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Laurent Lemaire Laurent Lemaire | Director | April 22, 2010 | ||||
/s/ Robert F. Hall Robert F. Hall | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-28
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-29
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-30
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-31
Table of Contents
By: | /s/ Robert F. Hall |
Signature | Title | Date | ||||
/s/ Mario Plourde Mario Plourde | President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Robert F. Hall Robert F. Hall | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Alain Lemaire Alain Lemaire | Director | April 22, 2010 | ||||
/s/ Laurent Lemaire Laurent Lemaire | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-32
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-33
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-34
Table of Contents
By: | /s/ Robert F. Hall |
Signature | Title | Date | ||||
/s/ Laurent Lemaire Laurent Lemaire | President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Robert F. Hall Robert F. Hall | Secretary | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-35
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-36
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-37
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-38
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Robert Briggs Robert Briggs | President (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Gary A. Hayden Gary A. Hayden | Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-39
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-40
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-41
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-42
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-43
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-44
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-45
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-46
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-47
Table of Contents
By: | /s/ Robert F. Hall |
Signature | Title | Date | ||||
/s/ Alain Lemaire Alain Lemaire | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Treasurer and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Robert F. Hall Robert F. Hall | Secretary and Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-48
Table of Contents
By: | /s/ Robert F. Hall |
Signature | Title | Date | ||||
/s/ Alain Lemaire Alain Lemaire | President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Robert F. Hall Robert F. Hall | Assistant Secretary and Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-49
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ ��Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-50
Table of Contents
By: | /s/ Robert F. Hall |
Signature | Title | Date | ||||
/s/ Robert L. Cauffman Robert L. Cauffman | President (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Richard J. Scanlan Richard J. Scanlan | Treasurer (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Robert F. Hall Robert F. Hall | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Laurent Lemaire Laurent Lemaire | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-51
Table of Contents
By: | /s/ Robert F. Hall |
Signature | Title | Date | ||||
/s/ Robert L. Cauffman Robert L. Cauffman | President and Chief Operating Officer (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Richard J. Scanlan Richard J. Scanlan | Vice President Finance, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Robert F. Hall Robert F. Hall | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Laurent Lemaire Laurent Lemaire | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-52
Table of Contents
By: | /s/ Robert F. Hall |
Signature | Title | Date | ||||
/s/ Robert L. Cauffman Robert L. Cauffman | President (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Richard J. Scanlan Richard J. Scanlan | Treasurer (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Robert F. Hall Robert F. Hall | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Laurent Lemaire Laurent Lemaire | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-53
Table of Contents
By: | DOPACO PACIFIC LLC, the sole general partner of DOPACO LIMITED PARTNERSHIP |
By: | /s/ Michael Guerra |
Signature | Title | Date | ||||
/s/ Laurent Lemaire Laurent Lemaire | Director of Dopaco, Inc., which is the Manager of Dopaco Pacific LLC, which is the General Partner of Dopaco Limited Partnership | April 22, 2010 | ||||
/s/ Robert F. Hall Robert F. Hall | Director of Dopaco, Inc., which is the Manager of Dopaco Pacific LLC, which is the General Partner of Dopaco Limited Partnership | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-54
Table of Contents
By: | DOPACO, INC., the sole manager of DOPACO |
By: | /s/ Michael Guerra |
Signature | Title | Date | ||||
/s/ Robert L. Cauffman Robert L. Cauffman | President (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Richard J. Scanlan Richard J. Scanlan | Treasurer (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Laurent Lemaire Laurent Lemaire | Director of Dopaco, Inc., which is the Manager of Dopaco Pacific LLC | April 22, 2010 | ||||
/s/ Robert F. Hall Robert F. Hall | Director of Dopaco, Inc., which is the Manager of Dopaco Pacific LLC | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-55
Table of Contents
By: | /s/ Robert F. Hall |
Signature | Title | Date | ||||
/s/ Robert L. Cauffman Robert L. Cauffman | President (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Richard J. Scanlan Richard J. Scanlan | Treasurer (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Robert F. Hall Robert F. Hall | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Laurent Lemaire Laurent Lemaire | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-56
Table of Contents
By: | /s/ Robert F. Hall |
Signature | Title | Date | ||||
/s/ Alain Lemaire Alain Lemaire | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Treasurer and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Robert F. Hall Robert F. Hall | Secretary and Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-57
Table of Contents
By: | /s/ Lucie Claude Lalonde |
Signature | Title | Date | ||||
/s/ Marc-André Dépin Marc-André Dépin | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Sal Sciarrino Sal Sciarrino | Vice-President, Treasurer and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ William Scott Russell William Scott Russell | Secretary and Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-58
Table of Contents
By: | /s/ Robert F. Hall |
Signature | Title | Date | ||||
/s/ Sal Sciarrino Sal Sciarrino | President, Treasurer, Secretary and Director (Principal Executive Officer and Principal Financial and Accounting Officer) | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-59
Table of Contents
By: | /s/ Lucie Claude Lalonde |
Signature | Title | Date | ||||
/s/ Marc-André Dépin Marc-André Dépin | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Sal Sciarrino Sal Sciarrino | Vice-President, Treasurer and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ William Scott Russell William Scott Russell | Secretary and Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-60
Table of Contents
By: | /s/ Lucie Claude Lalonde |
Signature | Title | Date | ||||
/s/ Marc-André Dépin Marc-André Dépin | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Sal Sciarrino Sal Sciarrino | Vice-President, Treasurer and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ William Scott Russell William Scott Russell | Secretary and Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-61
Table of Contents
By: | /s/ Lucie Claude Lalonde |
Signature | Title | Date | ||||
/s/ Marc-André Dépin Marc-André Dépin | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Sal Sciarrino Sal Sciarrino | Vice-President, Treasurer and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ William Scott Russell William Scott Russell | Secretary and Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-62
Table of Contents
By: | /s/ Lucie Claude Lalonde |
Signature | Title | Date | ||||
/s/ Marc-André Dépin Marc-André Dépin | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Sal Sciarrino Sal Sciarrino | Vice-President, Treasurer and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ William Scott Russell William Scott Russell | Secretary and Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-63
Table of Contents
By: | /s/ Lucie Claude Lalonde |
Signature | Title | Date | ||||
/s/ Marc-André Dépin Marc-André Dépin | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Sal Sciarrino Sal Sciarrino | Vice-President, Treasurer and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ William Scott Russell William Scott Russell | Secretary and Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-64
Table of Contents
By: | /s/ Lucie Claude Lalonde |
Signature | Title | Date | ||||
/s/ Marc-André Dépin Marc-André Dépin | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Sal Sciarrino Sal Sciarrino | Vice-President, Treasurer and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ William Scott Russell William Scott Russell | Secretary and Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-65
Table of Contents
By: | /s/ Louise Paul |
Signature | Title | Date | ||||
/s/ Gary A. Hayden Gary A. Hayden | President and Director (Principal Executive Officer) | April 22, 2010 | ||||
/s/ Guy Prenevost Guy Prenevost | Treasurer and Director (Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Louise Paul Louise Paul | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Jean P. Breault Jean P. Breault | Director | April 22, 2010 | ||||
/s/ Allan Hogg Allan Hogg | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-66
Table of Contents
By: | /s/ Robert F. Hall |
Signature | Title | Date | ||||
/s/ Mario Plourde Mario Plourde | President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) | April 22, 2010 | ||||
/s/ Robert F. Hall Robert F. Hall | Assistant Secretary and Director | April 22, 2010 | ||||
/s/ Alain Lemaire Alain Lemaire | Director | April 22, 2010 |
By: | /s/ Louise Paul |
Title: | Assistant Secretary |
II-67