Sino-Forest Proceeds to Implement Restructuring Transaction
Contemplated by the Restructuring Support Agreement and
Terminates Sale Solicitation Process
TORONTO, CANADA – July 10, 2012 – Sino-Forest Corporation (“Sino-Forest” or the
“Company”) announced today that it is proceeding to implement the previously
announced restructuring transaction pursuant to which its creditors will acquire
substantially all of the assets of the Company (the "Restructuring Transaction") in
accordance with the terms described in the Restructuring Support Agreement (the
“Support Agreement”) entered into by certain noteholders (the “Ad Hoc Committee”) and
the Company on March 30, 2012. Pursuant to the Restructuring Transaction,
Sino-Forest will transfer substantially all of its assets, other than certain excluded assets, to a
newly formed entity owned and controlled by its creditors in full and final settlement of
all claims against the Company.
As announced on June 8, 2012, holders of more than 72% of the aggregate principal
amount of the Company’s outstanding notes (with more than 66.67% of the principal
amount of each of the four series of Notes) have agreed to be parties to the Support
Agreement. Pursuant to certain revised deadlines under the Support Agreement,
Sino -Forest is required to file a plan under the Companies' Creditors Arrangement Act
("CCAA") in respect of the Restructuring Transaction on or before August 7, 2012.
In accordance with the sale process procedures approved by the Ontario Superior Court
of Justice on March 30, 2012 (the “SPP”), Sino-Forest's financial advisor, Houlihan
Lokey, had been soliciting offers to purchase substantially all of Sino-Forest's assets.
Following consultation with the court-appointed Monitor, FTI Consulting, the Company's
financial advisor and the Ad Hoc Committee and its advisors, the Company determined
that none of the bids submitted pursuant to the SPP constituted Qualified Bids as
defined in the SPP and the sale solicitation process has been terminated in accordance
with the SPP.
Additional details regarding the Restructuring Transaction are contained in the Support
Agreement, a copy of which is available at www.sedar.com
and on the Monitor's