Notes
|
|
|
|
|
Year
|
|
Percentage
|
|
2021
|
|
|
103.688
|
%
|
2022
|
|
|
101.844
|
%
|
2023 and thereafter
|
|
|
100.000
|
%
|
In addition, at any time prior to January 15, 2021, the Company may on one or more occasions redeem all or a part of the
Notes at the make-whole premium set forth in the applicable Indenture, plus accrued and unpaid interest to (but not including) the redemption date.
The Company may redeem the Notes at the Companys option, in whole but not in part, at any time prior to January 31, 2019 (the Outside
Date) at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to but not including, the redemption date if, in the Companys judgment and as set forth in an
officers certificate delivered to the trustee, the Company determines the Acquisition (as hereinafter defined) will not be consummated on or prior to the Outside Date on substantially the terms described in the Companys Offering
memorandum dated November 29, 2018. If the Company exercises this option, the Company will redeem the Notes on the fifth day (or if such day is not a business day, the first business day thereafter) after delivery of the officers
certificate to the trustee.
Special Mandatory Redemption
In the event that the Companys acquisition of all of the outstanding shares of Daishowa-Marubeni International Ltd. (the Acquisition) is not
consummated on or prior to the Outside Date, or the share purchase agreement among the Company, Marubeni Corporation, Nippon Paper Industries Co., Ltd., and Daishowa North America Corporation respecting the Acquisition, dated October 3, 2018
(the Acquisition Agreement) is terminated any time prior thereto, the Company will be required to redeem in whole and not in part the aggregate principal amount of the outstanding Notes on the Special Mandatory Redemption Date at a
redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date. The Special Mandatory Redemption Date means the earlier to occur of
(1) the fifth day (or if such day is not a business day, the first business day thereafter) after the Outside Date, if the Acquisition has not been consummated on or prior to the Outside Date, or (2) the fifth day (or if such day is not a
business day, the first business day thereafter) following the termination of the Acquisition Agreement. If funds sufficient to pay the special mandatory redemption price of the Notes to be redeemed on the Special Mandatory Redemption Date are
deposited with the trustee or a paying agent on or before such Special Mandatory Redemption Date, on and after such Special Mandatory Redemption Date, the Notes will cease to bear interest.
Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or prior to the Special
Mandatory Redemption Date will be payable on such interest payment dates to the registered holders as of the close of business on the relevant record dates in accordance with the Indenture.
Change of Control
If a change of control event occurs
(as defined under the applicable Indenture), each holder of Notes of the applicable series may require the Company to repurchase all or a portion of that holders Notes for cash at a price equal to 101% of the aggregate principal amount of the
Notes repurchased, plus any accrued but unpaid interest and additional interest, if any, on the Notes repurchased, to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the
relevant interest payment date).