TICKER SYMBOL
(NYSE: UFS) (TSX: UFS)
(All financial information is in U.S. dollars, unless
otherwise noted.)
MONTREAL, March 6,
2012/PRNewswire/ - Domtar Corporation (NYSE: UFS)
(TSX: UFS) announced the expiry today, at 5:00
p.m., New York Citytime, of the early
tender deadline (the "Early Tender Time") for its
previously announced cash tender offer for its outstanding
10.75% Notes due 2017, 9.5% Notes due 2016, 7.125% Notes
due 2015 and 5.375% Notes due 2013 (collectively, the
"Notes"). The terms and conditions of the tender
offer are described in the Offer to Purchase, dated
February 22, 2012(the "Offer to
Purchase"), and related letter of transmittal, which
have been sent to holders of the Notes.
The aggregate principal amount of each series of Notes that
has been validly tendered and not withdrawn as of the Early
Tender Time is set forth in the table below.
Pursuant to the terms of the tender offer, Domtar will only
purchase Notes such that the maximum aggregate
consideration for Notes purchased in the tender offer,
excluding accrued and unpaid interest, will not exceed
$250,000,000(the "Maximum Payment
Amount"). The Company will purchase Notes that
are validly tendered (and not validly withdrawn) in
accordance with the acceptance priority levels set forth
below and subject to the terms and conditions of the tender
offer, including, to the extent additional outstanding
Notes are tendered such that the maximum aggregate
consideration for Notes purchased in the tender offer,
excluding accrued and unpaid interest, would exceed the
Maximum Payment Amount, the applicable pro ration.
The tender offer is scheduled to expire at 12:00 midnight,
New York Citytime, on March 20,
2012, unless extended or earlier terminated (such
date and time, as the same may be extended, the
"Expiration Time"). The Company will accept Notes
for purchase promptly after the Expiration Time subject to
the terms and conditions of the tender offer as described
in the Offer to Purchase and related letter of
transmittal.
|
CUSIP Number
|
Title of Security
|
Acceptance
Priority
Level
|
Aggregate
Principal
Amount
Outstanding
|
Aggregate
Principal
Amount
Tendered
|
Percentage of
Outstanding
Notes Tendered
|
|
257559 AG9
|
10.75% Notes due 2017
|
1
|
$384,750,000
|
$106,928,000
|
27.79%
|
|
257559 AD6
|
9.5% Notes due 2016
|
2
|
$124,125,000
|
$31,150,000
|
25.10%
|
|
257559 AC8
|
7.125% Notes due 2015
|
3
|
$212,801,000
|
$46,538,000
|
21.87%
|
|
257559 AB0
|
5.375% Notes due 2013
|
4
|
$72,160,000
|
$1,260,000
|
1.75%
|
The Company's obligation to consummate the tender offer
is conditioned upon the satisfaction or waiver of certain
conditions described in the Offer to Purchase, including
the Company obtaining approximately $250
millionin proceeds from a debt financing, on terms
and conditions reasonably satisfactory to the Company, at
or before the Expiration Time.
The Company has engaged J.P. Morgan Securities LLC and
Deutsche Bank Securities Inc. to act as dealer managers in
connection with the tender offer. Questions regarding the
tender offer may be directed to J.P. Morgan at (212)
834-4811 (collect) or (866) 834-4666 (U.S. toll-free) or
Deutsche Bank Securities at (212) 250-2955 (collect) or
(866) 627-0391 (U.S. toll-free). Requests for documentation
may be directed to Global Bondholder Services Corporation,
the depositary and information agent for the tender offer,
at (212) 430-3774 (for banks and brokers) or (866) 470-4200
(U.S. toll-free).
This press release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes or any other
security. The tender offer is being made only by the Offer
to Purchase and the related letter of transmittal. The
offer is not being made to noteholders in any jurisdiction
in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of
such jurisdiction. In any jurisdiction in which the offer
is required to be made by a licensed broker or dealer, it
shall be deemed to be made on behalf of the Company by the
dealer managers or one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
This press release is not an offering of any securities nor
is it a solicitation of an offer to buy any securities.
_____________________
About Domtar
Domtar Corporation (NYSE: UFS) (TSX: UFS) designs,
manufactures, markets and distributes a wide variety of
fiber-based products including communication papers,
specialty and packaging papers and adult incontinence
products. The foundation of its business is a network of
world class wood fiber converting assets that produce
papergrade, fluff and specialty pulps. The majority of its
pulp production is consumed internally to manufacture paper
and consumer products. Domtar is the largest integrated
marketer of uncoated freesheet paper in North
Americawith recognized brands such as Cougar®, Lynx®
Opaque Ultra, Husky® Opaque Offset, First Choice® and
Domtar EarthChoice®. Domtar is also a leading marketer and
producer of a complete line of incontinence care products
marketed primarily under the Attends® brand name. Domtar
owns and operates ArivaTM, an extensive network of
strategically located paper and printing supplies
distribution facilities. In 2011, Domtar had sales of
US$5.6 billionfrom nearly 50 countries. The
Company employs approximately 9,100 people.
Forward-Looking Statements
All statements in this news release that are not based on
historical fact are "forward-looking statements."
While management has based any forward-looking statements
contained herein on its current expectations, the
information on which such expectations were based may
change. The Company is under no obligation, and expressly
disclaims such obligation, to update, alter or revise these
forward-looking statements, whether as a result of new
information, future events, or otherwise. These
forward-looking statements rely on a number of assumptions
concerning future events and are subject to a number of
risks, uncertainties, and other factors, many of which are
outside of our control that could cause actual results to
materially differ from such statements. Such risks,
uncertainties, and other factors include, but are not
necessarily limited to, those set forth under the captions
"Forward-Looking Statements" and "Risk
Factors" of the latest Annual Report on Form 10-K
filed with the Securities and Exchange Commission as
periodically updated by subsequently filed Form 10-Q's.
SOURCE DOMTAR CORPORATION