Exhibit 99.4
TEMBEC INDUSTRIES INC.
OFFER TO EXCHANGE
Up to US$255,000,000 aggregate principal amount of its outstanding
11.25% Senior Secured Notes due 2018
for
a like aggregate principal amount of its 11.25% Senior Secured Notes due 2018,
which have been registered under the U.S. Securities Act of 1933, as amended
To Our Clients:
Enclosed for your consideration are a Prospectus, dated , 2011 (as it may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer by Tembec Industries Inc., a corporation incorporated and existing under the federal laws of Canada (the “Company”), to exchange (the “Exchange Offer”) up to US$255,000,000 aggregate principal amount of its outstanding 11.25% Senior Secured Notes due 2018 (the “Initial Notes”) for a like aggregate principal amount of its 11.25% Senior Secured Notes due 2018 (the “Exchange Notes”), which have been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), to be issued in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof, upon the terms and subject to the conditions of the enclosed Prospectus and Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including, but not limited to, principal amount, interest rate and maturity) to the terms of the Initial Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes (i) will be freely tradable in the United States by persons not affiliated with the Company or any Guarantor, (ii) will not bear legends restricting their transfer and (iii) will not contain the registration rights and additional interest provisions of the Initial Notes. The Initial Notes are fully and unconditionally guaranteed (the “Old Guarantees”), jointly and severally on a senior secured basis by the Company’s parent, Tembec Inc. (the “Parent”), and certain of the Parent’s existing and future subsidiaries, other than the Company (each, a “Guarantor” and, together with the Parent, the “Guarantors”), and the Exchange Notes will be fully and unconditionally guaranteed (the “New Guarantees”), jointly and severally on a senior secured basis by the same Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Initial Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Initial Notes” include the related Old Guarantees. The Company will accept for exchange all Initial Notes validly tendered and not validly withdrawn according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.
PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2011, OR SUCH LATER DATE AND TIME TO WHICH
THE COMPANY MAY EXTEND THE EXCHANGE OFFER (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
The enclosed materials are being provided to you as the beneficial owner of the Initial Notes held by us for your account but not registered in your name. A tender of such Initial Notes may only be made by us as the registered holder and pursuant to your instructions. Any beneficial owner who wishes to tender on its own behalf must make appropriate arrangements to register ownership of its Initial Notes in its name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time; therefore, the Company urges beneficial owners of Initial Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their Initial Notes on their own behalf in the Exchange Offer.
Accordingly, we request instructions as to whether you wish to tender any or all such Initial Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us tender any or all of your Initial Notes, please so instruct us by completing, signing and returning to us the “Instructions to Registered Holder from Beneficial Owner” form that appears below. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether or not to tender your Initial Notes.
The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Initial Notes held by us and registered in our name for your account or benefit.
If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Initial Notes on your behalf.
Note to Canadian holders: Pursuant to a private placement exemption from the prospectus requirements of the applicable Canadian securities laws provided for in National Instrument 45-106 – Prospectus and Registration Exemptions, holders of Initial Notes in Canada will be entitled to exchange their Initial Notes for Exchange Notes by following the procedures described above.
INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER
The undersigned beneficial owner acknowledges receipt of your letter and the accompanying Prospectus, dated , 2011 (as it may be amended or supplemented from time to time, the “Prospectus”), and Letter of Transmittal (the “Letter of Transmittal”), relating to the offer by Tembec Industries Inc., a corporation incorporated and existing under the federal laws of Canada (the “Company”), to exchange (the “Exchange Offer”) up to US$255,000,000 aggregate principal amount of its outstanding 11.25% Senior Secured Notes due 2018 (the “Initial Notes”) for a like aggregate principal amount of its 11.25% Senior Secured Notes due 2018 (the “Exchange Notes”), which have been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.
If the undersigned instructs you to tender the Initial Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of Initial Notes, including, but not limited to, the representations that the undersigned (i) is acquiring the Exchange Notes in the ordinary course of business, (ii) is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a “distribution” (within the meaning of the Securities Act) of the Exchange Notes and (iii) it is not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company or any Guarantor. If a holder of the Initial Notes is an affiliate of the Company or any Guarantor, or is engaging in, or intends to engage in, or has any arrangement or understanding with any person to participate in, a distribution of the Exchange Notes, or is not acquiring the Exchange Notes in the ordinary course of business, such holder may not rely on the applicable interpretations of the Staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and in the absence of an exception from the position stated immediately above, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes.
This will instruct you, the registered holder, to tender the principal amount of the Initial Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.
INITIAL NOTES
Principal Amount Held for Account Holder(s) | Principal Amount to be Tendered* | |||
| US$ | US$ | |||
| * | Unless otherwise indicated, the entire principal amount held for the account of the undersigned will be tendered. |
SIGN HERE
Date: , 2011
| Signature(s): |
| |||||
| Print Name(s): |
| |||
| Address: |
| |||
| ||||
| (Please include Zip Code) | ||||
| Telephone Number: |
| |||
| (Please include Area Code) | ||||
| Tax Identification Number or Social Security Number: |
| |||
| My Account Number With You: |
| |||