Clearwater Finance Inc. - Fyrirtækjafréttir

Clearwater Seafoods announces proposal to amend terms of 7% convertible debentures

Attention Business/Financial Editors:                                           
Clearwater Seafoods announces proposal to amend terms of 7% convertible         
debentures                                                                      
/Not for distribution to United States or for dissemination in the United       
States/                                                                         
HALIFAX, Feb. 2 /CNW/ - (TSX: CLR.UN, CLR.DB, CLR.DB.A):                        
Today, Clearwater Seafoods Income Fund (the "Fund") announced that it intends to
seek the approval of the holders of its 7% convertible unsecured subordinated   
debentures due December 31, 2010 (the "2010 Debentures") to extend the maturity 
of the debentures to December 31, 2013. If successful, Clearwater Seafoods      
Limited Partnership ("Clearwater") will affect a similar extension of its Class 
C Units.                                                                        
The amendments include:                                                         
- Higher Interest rate: The interest rate will be increased by 2.5% from 7.0% to
9.5%.                                                                           
- Lower Conversion Price: The conversion price will be reduced from $12.25 per  
Fund unit ("Fund Unit") to $5.90 per Fund Unit.                                 
- Extended Term and No Redemption Period: the maturity date will be extended    
from December 31, 2010 to December 31, 2013, and the amended debentures will not
be redeemable prior to December 31, 2010. As such, holders of the 2010          
Debentures will have a longer period of time to receive a higher interest rate. 
- Extension Premium: at redemption or maturity, holders of the amended          
debentures will receive $1,010 per amended debenture, which is a 1% premium to  
the current face value of $1,000 per debenture.                                 
Mr. Colin MacDonald, Chairman of CS ManPar Inc. ("CS ManPar"), the general      
partner of the Fund's administrator, Clearwater and Chairman and Chief Executive
Officer of Clearwater stated "As part of our ongoing review of the Fund's       
capital structure and financial condition, management and the Board considered  
options for dealing with the upcoming maturity of the 2010 Debentures. The      
proposed amendments, if approved by the 2010 Debentureholders, will effectively 
refinance this significant maturing debt, thereby reducing refinancing risk for 
the Fund."
Mr. Robert Wight, Chief Financial Officer of Clearwater, continued "After       
successfully refinancing our senior debt in 2009, these proposed amendments will
complete the next step of the refinancing needs of the Fund and allow           
Clearwater's management to focus on improving operating earnings and growing the
business."
Tom Traves, Chair of the Board of Trustees, added, "The trustees believe that   
the proposed amendments have a number of benefits for Clearwater which create   
value for all securityholders. Furthermore, the increased interest rate, lower  
conversion premium and extension premium offer attractive value to the 2010     
Debentureholders."
The Board of Trustees of the Fund and the Board of Directors of CS ManPar have  
concluded that the amendments are in the best interests of the Fund and         
Clearwater and the 2010 Debentureholders and recommend that the 2010            
Debentureholders vote to approve the amendments.                                
Further information with respect to these proposed amendments as well as voting 
instructions will be outlined in a management information circular (the         "Circular") expected to be mailed to the 2010 Debentureholders during the week  
of February 15th 2010, as well as a news release to be issued upon mailing of   
the Circular.                                                                   
For the proposed amendments to be approved either:                              
(a) holders of at least 66 2/3% of the principal amount of the 2010 Debentures  
sign and deposit an instrument in writing that will accompany the Circular;     
or                                                                              
(b) holders of at least 66 2/3% of the principal amount of each of the 2010     
Debentures present or as represented by proxy, vote for the proposed amendments 
at a meeting of the 2010 Debentureholders that may be held and is presently     
scheduled to be held on March 16, 2010 at 10:00 a.m. (Atlantic Standard Time),  
the details of which will be outlined in the Circular.                          
TD Securities Inc. is acting as financial advisor to Clearwater in connection   
with the proposed amendments. Cormark Securities Inc. is acting as soliciting   
dealer manager in respect of the transaction. McInnes Cooper is acting as       
Canadian legal counsel to Clearwater and the Fund.                              
About Clearwater                                                                
Clearwater is recognized for its consistent quality, wide diversity and reliable
delivery of premium seafood, including scallops, lobster, clams, coldwater      
shrimp, crab and ground fish.    
Since its founding in 1976, Clearwater has invested in science, people,         
technology, resource ownership and resource management to preserve and grow its 
seafood resource. This commitment has allowed it to remain a leader in the      
global seafood market.                                                          
%SEDAR: 00018023E                                                               
For further information: Robert Wight, Chief Financial Officer, Clearwater,     
(902) 457-2369; Tyrone Cotie, Director of Corporate Finance and Investor        
Relations, Clearwater, (902) 457-8181