and the Special Mandatory Redemption of
$132,709,000 Aggregate Principal Amount of Its 6.750% Senior
Secured Notes Due 2028
Domtar Corporation (the “Company”)
today announced the expiration of its previously announced offers
to purchase (the “Offers”) any and all
of its outstanding 6.25% Senior Notes due 2042 (CUSIP No.
257559AJ3; ISIN No. US257559AJ34) (the “2042
Notes”) and 6.75% Senior Notes due 2044 (CUSIP No.
257559AK0; ISIN No. US257559AK07) (the “2044
Notes” and, together with the 2042 Notes, the “Unsecured Notes”). The Offers were made solely to
fulfill the Company’s obligations under the senior indenture
governing the Unsecured Notes following the consummation on
November 30, 2021 of the Company’s previously announced merger (the
“Merger”) with a subsidiary of Karta
Halten B.V., which resulted in a “Change of Control” giving the
holders of the Unsecured Notes the right to require the Company to
purchase all or a portion of such holders’ Unsecured Notes at a
price of 101% of the principal amount thereof, plus any accrued and
unpaid interest up to, but not including, the date of purchase.
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The Offers were commenced on December 2, 2021 and expired at
12:00 midnight, New York City time, at the end of the day on
January 3, 2022 (the “Expiration
Date”). As of the Expiration Date, $134,300,000 in aggregate
principal amount of the 2042 Notes, representing 53.72% of the then
outstanding 2042 Notes, and $100,282,000 in aggregate principal
amount of the 2044 Notes, representing 40.11% of the then
outstanding 2044 Notes, had been delivered for repurchase pursuant
to the Offers. The Company intends to pay for all Unsecured Notes
delivered and not validly withdrawn pursuant to the Offers on
January 7, 2022.
The Company also announced the special mandatory redemption (the
“Redemption”) of $132,709,000
aggregate principal amount of its outstanding 6.750% Senior Secured
Notes due 2028 (CUSIP Nos. 70478J AA2 (144A) and U7051J AA6 (REG
S)) (the “Secured Notes” and, together
with the Unsecured Notes, the “Notes”), representing 50.0% of the combined
aggregate principal amount of each series of the Unsecured Notes
that have not been tendered and accepted for purchase pursuant to
and in accordance with the Offers prior to the Expiration Date. The
Redemption is being made in accordance with the indenture governing
the Secured Notes. The date of redemption will be January 7, 2022,
and the redemption price for the Secured Notes subject to
redemption will be equal to 100% of the principal amount of such
Secured Notes, plus accrued and unpaid interest to, but not
including, the date of redemption. The selection of Secured Notes
for redemption will be made by the trustee for the Secured Notes in
accordance with applicable procedures of the Depository Trust
Company. Following the consummation of the Redemption, $642,291,000
aggregate principal amount of the Secured Notes will remain
outstanding.
This press release is for informational purposes only and is not
an offer to purchase or sell securities, a solicitation of an offer
to purchase or sell securities or a solicitation of consents with
respect to the Notes.
About Domtar Corporation
Domtar is a leading provider of a wide variety of fiber-based
products including communication, specialty and packaging papers,
market pulp and airlaid nonwovens. With approximately 6,000
employees serving more than 50 countries around the world, Domtar
is driven by a commitment to turn sustainable wood fiber into
useful products that people rely on every day. Domtar’s principal
executive office is in Fort Mill, South Carolina. Domtar is part of
the Paper Excellence group of companies. To learn more, visit
www.domtar.com.
Forward Looking Statements
All statements made herein that are not historical facts should
be considered as forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results to differ materially. These
statements include, but are not limited to, expected benefits and
costs of the Merger and related transactions, and management plans
relating to the Merger, statements that address the Company’s
expected future business and financial performance, statements
regarding the impact of natural disasters, health epidemics and
other outbreaks, especially the outbreak of COVID-19 since December
2019, which may have a material adverse effect on the Company’s
business, results of operations and financial conditions, and other
statements identified by words such as “anticipate”, “believe”,
“expect”, “intend”, “aim”, “target”, “plan”, “continue”,
“estimate”, “project”, “may”, “will”, “should” and similar
expressions. These forward-looking statements should be considered
with the understanding that such statements involve a variety of
risks and uncertainties, known and unknown, and may be affected by
inaccurate assumptions. Consequently, no forward-looking statement
can be guaranteed and actual results may vary materially. Many
risks, contingencies and uncertainties could cause actual results
to differ materially from our forward-looking statements. Certain
of these risks are set forth in Domtar’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2020, as well as the
company’s other reports filed with the U.S. Securities and Exchange
Commission (the “SEC”).
Those risks, uncertainties and assumptions also include: the
risk of unanticipated difficulties or expenditures resulting from
the Merger; the risk of legal proceedings, judgments or
settlements, including those that may be instituted against Paper
Excellence, Paper Excellence’s board of directors, Paper
Excellence’s executive officers, Domtar, Domtar’s board of
directors, Domtar’s executive officers and others as a result of
the Merger; the risk that the combined company may not operate as
effectively and efficiently as expected; the risk of continued
decline in usage of fine paper products in our core North American
market; the risk of our ability to implement our business
diversification initiatives, including repurposing of assets and
strategic acquisitions or divestitures, including facility
closures; the risk of failure to achieve our cost containment
goals, conversion costs in excess of our expectations and demand
for linerboard; the risk of product selling prices; the risk of raw
material prices, including wood fiber, chemical and energy; the
risk that conditions in the global capital and credit markets, and
the economy generally, particularly in the U.S. and Canada; the
risk that performance of our manufacturing operations, including
unexpected maintenance requirements; the risk of the level of
competition from domestic and foreign producers; the risk of
cyberattacks or other security breaches; the risk of the effect of,
or change in, forestry, land use, environmental and other
governmental regulations and accounting regulations; the risk of
the effect of weather and the risk of loss from fires, floods,
windstorms, hurricanes and other natural disasters; transportation
costs; the loss of current customers or the inability to obtain new
customers; the risk of changes in asset valuations, including
impairment of long-lived assets, inventory, accounts receivable or
other assets for impairment or other reasons; the risk of changes
in currency exchange rates, particularly the relative value of the
U.S. dollar to the Canadian dollar; the risk of the effect of
timing of retirements; performance of pension fund investments and
related derivatives, if any; the risk of a material disruption in
our supply chain, manufacturing, distribution operations or
customer demand such as public health crises that impact trade or
the general economy, including COVID-19 and other viruses, diseases
or illnesses; and the other factors described under “Risk Factors”
in Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2020 and in Item 1A of our Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 2021. All such
factors are difficult to predict and are beyond the Company’s
control.
Additional factors that could cause results to differ materially
from those described above can be found in Domtar’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2020, as well
as in Domtar’s other reports filed with the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220105005626/en/
Media Relations David Struhs Vice-President Corporate
Services and Sustainability Tel.: 803-802-8031
Domtar (NYSE:UFS)
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