Longview Fibre Company Announces Last Two Significant Steps toward Completion of 

Longview Fibre Company Announces Last Two Significant Steps toward Completion of

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W? or approximately $385 million in the aggregate. in connectionwith its plan to convert to a real estate investment trust (REIT).
Longview Fibre also announced that it has amended its seniorsecured credit agreement to. among other things. provide for a new$300 million term-loan facility. Loan proceeds from the new facilityhave been applied to retire all of the $215 million principal amountof the company's 10% senior subordinated notes due 2009 and to payrelated fees and expenses. The new term-loan facility. which wasarranged by Banc of America Securities LLC. N.A. andGoldman Sachs Credit Partners. will also be used to finance thecash portion of the special distribution.
"We are pleased to announce that we have completed our refinancingand will shortly complete the special distribution." said Richard H.Wollenberg. Longview Fibre's President. Chief Executive Officer andChairman of the Board. "This represents the last significant milestonein our REIT conversion process."
The special distribution will be payable on August 7. 2006 toshareholders of record at the close of business on June 26. 2006. Thecompany's common stock is expected to begin trading "ex-dividend" forthe special distribution on June 22. 2006.
The aggregate amount of cash payable to shareholders in thespecial distribution. other than cash payable in lieu of fractionalshares. will be limited to $77 million. or approximately 20% of thetotal amount of the special distribution. Subject to the limitation onthe aggregate amount of cash included in the special distribution. foreach share owned at the close of business on the record date for thespecial distribution. shareholders may elect to receive either (1)$7.54 in cash or (2) shares of Longview Fibre's common stock having amarket value of $7.54. determined based on the average closing priceper share of the company's common stock on the New York Stock Exchangeon the first three trading days after the July 26. 2006 electiondeadline. except that the special distribution will be made only incash on any shares that are at the close of business on June 26. 2006(a) registered in the name of a record holder that owned fewer than100 shares of record or (b) owned in any lot of fewer than 100 sharesthrough a bank. broker or other nominee holding those shares in"street name" on behalf of the shares' beneficial owner. If the totalamount of cash to be included in the special distribution. other thancash to be paid in lieu of fractional shares. would otherwise exceed$77 million. then cash payments to shareholders that elect to receivecash will be prorated. If the aggregate number of shares of thecompany's common stock a shareholder would otherwise receive in thespecial distribution consists of a fractional share or a whole numberof shares plus a fractional share. such shareholder will receive. inlieu of that fractional share. an amount of cash equal to the marketvalue of that fractional share determined for purposes of the specialdistribution as described above.
A prospectus and election form for the special distribution willbe mailed to shareholders promptly after June 26. 2006 and willdescribe in more detail the special distribution and the process bywhich eligible shareholders may elect to receive the specialdistribution in the form of cash and/or shares of the company's commonstock. The company expects the special distribution to be a taxabledistribution to its shareholders. without regard to whether aparticular shareholder receives the special distribution in the formof cash. shares of the company's common stock or a combination of cashand shares of the company's common stock.
Shareholders with questions regarding the special distributionshould call Innisfree M&A Incorporated. the company's informationagent for the special distribution. toll-free at 877-750-9499 (banksand brokers may call collect at 212-750-5833). The transfer agent forthe company's common stock is Wells Fargo Shareowner Services. MN 55164-0854. Wells Fargo Shareowner Serviceswill act as the paying agent for the special distribution.
Longview Fibre Company is a diversified timberlands owner andmanager. and a specialty paper and container manufacturer. Usingsustainable forestry methods. the company manages approximately587.000 acres of softwood timberlands predominantly located in westernWashington and Oregon. primarily for the sale of logs to the U.S. andJapanese markets. Longview Fibre's manufacturing facilities include apulp-paper mill at Longview. Washington; a network of convertingplants; and a sawmill in central Washington. The company's productsinclude: logs; corrugated and solid-fiber containers; commodity andspecialty kraft paper; paperboard; and dimension and specialty lumber.Longview Fibre press releases. SEC filings and Annual Reports areavailable at no charge through the company's Web site atlongviewfibre.
Except for historical information. the statements made in thispress release are forward-looking statements made pursuant to thesafe-harbor provisions of the Private Securities Litigation Reform Actof 1995. Forward-looking statements are based on certain assumptionsor estimates. discuss future expectations. describe future plans andstrategies. contain projections of results of operations or offinancial condition or state other forward-looking information. Thecompany's ability to predict results or the actual effect of futureplans or strategies is inherently uncertain. Although the companybelieves that the expectations reflected in such forward-lookingstatements are based on reasonable assumptions. actual results andperformance could differ materially from those set forth in theforward-looking statements. Forward-looking statements in some casescan be identified by the use of words such as "may." "propose" or other similar words or expressions. Theforward-looking statements in this press release include statementsconcerning the special distribution and the financing thereof.Forward-looking statements are based on the company's estimates andprojections on the date they are made. and are subject to a variety ofrisks and uncertainties. Factors which could cause events.circumstances or actual results to differ materially from theforward-looking statements include. but are not limited to: theoccurrence of events that require a change in the timing of thecompany's REIT election; the company's ability to satisfy complextechnical rules in order to qualify for or maintain REIT status and tooperate effectively within the limitations imposed by those rules; andunforeseen developments in the company's business or in financialmarkets that could adversely affect the company's ability to satisfythe conditions for borrowing additional amounts under its creditagreement.
Readers are cautioned not to place undue reliance on any of theforward-looking statements in this press release. which reflect theviews of company management as of the date hereof. The company cannotguarantee future results. levels of activity. performance orachievements. The company does not undertake any obligation to updateany of the forward-looking statements contained in this press release.For additional information about factors that could impact futureresults. see the risk factors in the company's most recent annualreport on Form 10-K on file with the SEC.
The issuer may file a registration statement (including aprospectus) with the SEC for the offering to which this communicationrelates. Before you invest. you should read the prospectus in thatregistration statement and other documents the issuer has filed withthe SEC for more complete information about the issuer and thisoffering. You may get these documents for free by visiting EDGAR onthe SEC Web site at sec.gov. Alternatively. the company willarrange to send you the prospectus after filing if you request it bycalling Innisfree M&A Incorporated. the information agent for thespecial distribution. toll-free 877-750-9499 . You may also accessthese documents through the link to Longview Fibre Company's SECfilings on the investor relations portion of the company's Web site atlongviewfibre.
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