Current Report Filing (8-k)

RESOLUTE FOREST PRODUCTS INC.

Date: February 6, 2020

/s/ Jacques P. Vachon

Name: Jacques P. Vachon

Title: Senior Vice President and Chief Legal Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1, 2020

RESOLUTE FOREST PRODUCTS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33776

98-0526415

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Resolute Forest Products Inc.

111 Robert-Bourassa Blvd., Suite 5000

Montreal, Quebec, Canada H3C 2M1

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (514) 875-2160

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

(Title of class)

(Trading Symbol)

(Name of exchange on which registered)

Common Stock, par value $0.001 per share

RFP

New York Stock Exchange

Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01

OTHER EVENTS

On February 1, 2020, Resolute Forest Products Inc. (the “Company”), through its wholly-owned subsidiary, Resolute FP US Inc., completed the purchase from Conifex USA Inc. and Conifex Holdco LLC (the “Vendors”), two wholly-owned subsidiaries of Conifex Timber Inc. (TSX: CFF), of all of the securities and membership interests in certain subsidiaries of the Vendors, the business of which consists mainly in the operation of three sawmills and related assets located in Cross City (Florida) and in Glenwood and El Dorado (Arkansas) (the “Business”). Pursuant to the Securities Purchase Agreement entered into between the parties on December 23, 2019, the purchase price for the Business consists of $163 million in cash, plus working capital for the Business estimated at $13 million as of the closing date, and includes the discharge by the Vendors of all indebtedness at closing. The Company is financing the acquisition with existing credit facilities.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.