Jun 25, 2009. /Lesprom Network/. Sino-Forest Corporation today announced that it has commenced an exchange offer whereby Sino-Forest has offered to exchange, subject to certain conditions, any and all of its outstanding US$300,000,000 9.125% guaranteed senior notes due 2011 (the "2004 Senior Notes") currently held by holders (i) in the United States, that are "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act of 1933 (the "US Securities Act") and (ii) outside the United States, that are persons other than "U.S. persons" as defined in Rule 902 and in compliance with Regulation S under the US Securities Act for up to US$300,000,000 10.25% new guaranteed senior notes due 2014 (the "Exchange Notes"). The purpose of the exchange offer is to extend the maturity profile of Sino-Forest's long-term debt, as well as to relax certain restrictive covenants. The exchange will involve $1,000 worth of Exchange Notes being issued by Sino-Forest for $1,000 worth of 2004 Senior Notes in accordance with the procedures outlined in an exchange offer memorandum dated June 24, 2009. The Exchange Notes shall bear interest at a rate of 10.25% per annum, payable semi-annually and shall mature five years from the date of issuance. The Exchange Notes will rank pari passu with any 2004 Senior Notes that are not tendered pursuant to the exchange offer. Certain of Sino-Forest's subsidiaries will guarantee the obligations under the Exchange Notes and the capital stock of certain of Sino-Forest's subsidiaries will be pledged as collateral for Sino-Forest's obligations under the Exchange Notes. The exchange offer expires at 11:59 p.m., New York City time, on July 22, 2009. 2004 Senior Notes tendered by 5:00 p.m., New York City time, on July 8, 2009 will receive an early tender payment of US$20 per US$1,000 principal amount of validly tendered and accepted 2004 Senior Notes. Concurrently under a separate consent solicitation statement, Sino-Forest is also seeking for consents from all holders of 2004 Senior Notes to amend certain of the provisions of the indenture governing the 2004 Senior Notes. These amendments, if approved and effected, would result in the 2004 Senior Notes having substantially the same terms as the Exchange Notes, in particular with respect to restrictive covenants related to incurrence of indebtedness and the making of restricted payments. The amended 2004 Senior Notes, however, would continue to have the same maturity date, principal amount, interest rate, security and redemption rights. The consummation of the exchange offer and the consent solicitation are not conditioned upon each other. However, if both transactions are consummated and effected, 2004 Senior Notes that are not tendered and accepted pursuant to the Exchange Offer will be subject to such amendments pursuant to the consent solicitation. Each eligible holder of 2004 Senior Notes that consents to the proposed amendments will receive, if accepted by Sino-Forest, a consent payment of US$10 per US$1,000 principal amount of 2004 Senior Notes. Sino-Forest Corporation is a leading commercial forest plantation operator in China. Its principal businesses include the ownership and management of forest plantation trees, the sale of standing timber and wood logs, and the complementary manufacturing of downstream engineered-wood products. The Company's common shares have traded on the Toronto Stock Exchange under the symbol TRE since 1995.