UFS Domtar Corporation

On May 26, 2023, Domtar Corporation (the “Company”) through its wholly-owned subsidiary, Resolute FP Canada Inc. (“Resolute FP”), entered into an Asset Purchase Agreement with Thunder Bay Pulp and Paper Inc., an affiliate of Atlas Holdings LLC (the “Purchaser”) to sell the Company’s Thunder Bay, Ontario pulp and paper mill to the Purchaser for a purchase price of $218.6 million in cash, subject to customary adjustments (the “Transaction”). The Transaction is subject to customary closing conditions, including regulatory approvals. Subject to the satisfaction or waiver of the closing conditions under the Asset Purchase Agreement, the Transaction is expected to close in the second half of 2023.

The sale of the Thunder Bay, Ontario pulp and paper mill is a requirement under the consent agreement entered into between the Company and the Canadian Commissioner of Competition and registered with the Competition Tribunal in connection with its review of the Company’s acquisition of all the outstanding common shares of the parent company of Resolute FP, Resolute Forest Products Inc. (“Resolute”), on March 1, 2023. Resolute FP will continue to operate its sawmills and woodlands in Northwestern Ontario.

The Asset Purchase Agreement contains representations, warranties and covenants that are customary for similar transactions and customary termination rights, including if the closing has not occurred on or prior to September 1, 2023, which may be extended under certain conditions.

At the closing of the Transaction, the parties will enter into certain ancillary agreements, including a transition services agreement, a reverse transition services agreement and a long-term woodchip and biomass supply agreement.

Our expectations with respect to the closing are forward-looking statements. Actual results could differ materially from those suggested by these statements for a number of reasons, including either party’s failure to satisfy the closing conditions and other factors impacting the paper industry or the mill.

On May 30, 2023, Resolute published a press release announcing the Transaction. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.