Our Toronto, Ottawa, Montreal, Quebec City, Calgary, Vancouver, New York and Dallas offices advised GreenFirst Forest Products Inc., a business focused on sustainable forest planting and harvesting, on its high-profile acquisition of forest and paper product assets from Rayonier Advanced Materials Inc. for US$235 million, a purchase price including cash, common shares and a chip offset credit note. Our team of lawyers helped lead negotiations and navigate a complicated regulatory space to help establish GreenFirst as a major player in the Canadian forest products industry.

The team also advised GreenFirst in connection with the US$100 million financing agreement GreenFirst entered into with Blue Torch Finance LLC to pay for a portion of the cash purchase price. The team helped establish a new credit facility through the Royal Bank of Canada for C$65 million, to be used for working capital purposes.  

The assets purchased by GreenFirst include six lumber mills in Ontario and Quebec, as well as a newsprint mill in Ontario. The mills are capable of producing a wide range of products for residential and commercial construction purposes and, collectively, rank as one of the top ten lumber producers in Canada. The purchased assets also include the rights to access 3.29 million m3 of fibre supply, a 20-year chip supply agreement with RYAM and established chip supply agreements, providing support and demand for the chips produced by the lumber operations.

In connection with the acquisition, our Toronto office also advised GreenFirst Forest Products Inc. on a market-defining rights offering for gross proceeds of over C$167 million. Without any true precedent in Canadian capital markets to rely on, Norton Rose Fulbright offices in Toronto and New York guided GreenFirst through the complicated regulatory framework to finance part of the acquisition by way of a long form prospectus rights offering exercisable for subscription receipts. 

The multidisciplinary team was led by Walied Soliman, Trevor Zeyl, Bruce Sheiner and also included Bill McFetridge, Steve I. Suzzan, Manny Rivera, Nicolas Labrecque, Mark Bisseggar, Melissa Gaul, Sam Zadeh, Chelsea Papadatos, Daniel Van den Berg, Shreya Gupta, Jenny Ng, Emily Campbell, Leslie Teng, Kassem Dahroouj, Charles-Etienne Bourdas, Allison Numerow, Kassem Dahrouj, Brandon Schupp (corporate M&A and securities); Christopher Horte, Michele Friel, Russell Dufault, Geren Brown, Abigail Court, Shai James, Joseph Giannini (banking and finance); Barry Segal, Antoine Desroches, Todd Schroeder, Kevin Prokup, Riley Burr, Scott Boucher, Mareine Gervais Cloutier, Alexandra David, (tax); Oliver Moore, Miguel Manzano,  Joshua Sprague, Christine Duguay, Jason Worobetz, Alexandra Saikaley (real estate);  Andrew McCoomb (litigation); Elizabeth Williams, Devon Lenz, Iwan Davies (intellectual property); Jennifer Teskey, Tyler Morrison, Melissa Devost (Regulatory); Gatlin Smeijers (Environmental); Martin Rochette (pensions), Eric Lallier, Francis Champagne, Marjorie Glover (employment and labour); Stephen Nattrass (antitrust and competition).

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