Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in the sections above titled "Domtar Credit
Facilities," "Guarantees of Domtar Senior Secured Notes due 2028" and
"Guarantees of Domtar Senior Unsecured Notes due 2042 and Senior Unsecured Notes
due 2044" of this Current Report on Form 8-K is incorporated herein by
reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in the section above titled "Introduction" of this
Current Report on Form 8-K is incorporated herein by reference.
In connection with the consummation of the Merger, the Company repaid in full
all outstanding amounts under its (i) Credit Agreement, dated as of May 22, 2015
(as amended, amended and restated, supplemented, restructured or otherwise
modified, renewed or replaced from time to time, the "Existing ABL Agreement"),
among the Company, Resolute FP Canada Inc., certain other subsidiaries of the
Company as borrowers or guarantors, various lenders, Bank of America, N.A., as
U.S. administrative agent and collateral agent, and Bank of America, N.A.
(through its
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Canada branch), as Canadian administrative agent, (ii) Amended and Restated
Credit Agreement, dated as of October 28, 2019 (as amended, amended and
restated, supplemented, restructured or otherwise modified, renewed or replaced
from time to time, the "Existing Credit Agreement"), among the Company, certain
U.S. subsidiaries of the Company, as borrowers and guarantors, various lenders,
and American AgCredit, FLCA, as administrative agent and collateral agent, and
(iii) Secured Delayed Draw Term Loan Facility, dated as of November 4, 2020 (as
amended, amended and restated, supplemented, restructured or otherwise modified,
renewed or replaced from time to time, the "Existing Delayed Draw Facility" and,
collectively with the Existing ABL Agreement and Existing Credit Agreement, the
"Existing Facilities"), among Resolute FP Canada Inc., a subsidiary of the
Company, as borrower, and Investissement Quebec, as lender, and terminated the
Existing Facilities and all commitments by the lenders thereunder to extend
further credit thereunder in accordance with its terms and any guarantees in
connection therewith were terminated and released. The Company did not incur any
material early prepayment or termination penalties as a result of such
terminations.
In connection with the consummation of the Merger, the Company redeemed all of
its outstanding $300 million aggregate principal amount of its 4.875% Senior
Notes due 2026 (the "Existing Notes") at a redemption price equal to 102.438% of
the principal amount of the Existing Notes redeemed, plus the accrued and unpaid
interest on the Existing Notes so redeemed. In connection with such redemption,
the indenture governing the Existing Notes, dated as of February 2, 2021,
between the Company, the guarantors party thereto and Wells Fargo Bank, National
Association, as trustee, has been discharged.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the section above titled "Introduction" of this
Current Report on Form 8-K is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement
The information set forth in the sections above titled "Domtar Credit
Facilities," "Guarantees of Domtar Senior Secured Notes due 2028" and
"Guarantees of Domtar Senior Unsecured Notes due 2042 and Senior Unsecured Notes
due 2044" of this Current Report on Form 8-K is incorporated herein by
reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the section above titled "Introduction" of this
Current Report on Form 8-K is incorporated herein by reference.
On March 1, 2023, in connection with the consummation of the Merger, the Company
notified the New York Stock Exchange (the "NYSE") of the completion of the
Merger and requested that trading in the Company Common Stock be suspended and
the Company Common Stock be withdrawn from listing on the NYSE. The NYSE filed a
notification of removal from listing on Form 25 with the SEC with respect to the
Company Common Stock to report the delisting of the Company Common Stock from
the NYSE and suspend trading of the Company Common Stock on the NYSE prior to
the opening of trading on March 1, 2023. On February 14, 2023, the Toronto Stock
Exchange (the "TSX") accepted notice of the delisting of the Company Common
Stock from the TSX following the consummation of the Merger. The Company Common
Stock will be delisted from the TSX two or three trading days following the
consummation of the Merger.
The Company intends to file with the SEC a certificate of notice of termination
on Form 15 with respect to the Company Common Stock, requesting that the Company
Common Stock be deregistered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and that the reporting obligations of the Company
with respect to the Company Common Stock under Sections 13 and 15(d) of the
Exchange Act be suspended. The Company has also applied to cease to be a
reporting issuer in each of the provinces and territories of Canada.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the section above titled "Introduction" and in Item
2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
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Item 5.01 Changes in Control of Registrant.
The information set forth in the section above titled "Introduction" and in Item
2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
As a result of the consummation of the Merger, a change of control of the
Company occurred, and the Company became a wholly-owned subsidiary of Domtar.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the section above titled "Introduction" of this
Current Report on Form 8-K is incorporated herein by reference.
Directors
In accordance with the terms of the Merger Agreement, as of the Effective Time,
each of Remi G. Lalonde, Duncan K. Davies, Bradley P. Martin, Randall C. Benson,
Suzanne Blanchet, Jennifer C. Dolan, Alain Rhéaume and Michael S. Rousseau
ceased to be directors of the Company. These departures were in connection with
the Merger and not due to any disagreement with the Company on any matter. As of
the Effective Time, Hardi Wardhana and Sugiarto Kardiman became the directors of
the Surviving Corporation.
Amended Change in Control Agreement for Remi G. Lalonde
On February 24, 2023, the Company entered into an amended change in control
agreement with Remi G. Lalonde (the "Amended CIC Agreement"), which became
effective upon the closing of the Merger. The Amended CIC Agreement amends and
supersedes Mr. Lalonde's change in control agreement, dated as of March 1, 2021
(the "prior change in control agreement").
The Amended CIC Agreement provides that Mr. Lalonde continues as an employee of
the Company after the closing date of the Merger (the "Closing Date") on the
terms set forth on Mr. Lalonde's executive employment agreement between him and
the Company, dated as of March 1, 2021 (the "Employment Agreement"). Pursuant to
the Amended CIC Agreement, Mr. Lalonde resigned as a member of the Company's
board of directors on the Closing Date.
Under the terms of the Amended CIC Agreement, the Company shall pay Mr. Lalonde
an aggregate gross amount of $4,390,387, which represents the amount that would
have been payable to Mr. Lalonde upon a qualifying termination as defined in his
prior change in control agreement following the Closing Date, payable in two
equal installments on the first and second anniversaries of the Closing Date
(the "CIC Payment"). Any remaining CIC Payment amount will accelerate if
Mr. Lalonde's employment during the two-year period immediately following the
Closing Date is terminated either by Mr. Lalonde's resignation from the Company,
subject to his providing the Company with 90 days' notice, or his termination
for any reason, including death or disability, other than terminations pursuant
to Sections 5.2(d), 5.2(e) or 5.2(f) of the Employment Agreement (relating to
certain types of termination for "Cause" (as defined in the Employment
Agreement)). All such accelerated amounts shall be payable to Mr. Lalonde within
15 business days following his resignation or termination date. Any such
voluntarily resignation by Mr. Lalonde will be deemed a termination for "Good
Reason" (as defined in the Employment Agreement) pursuant to the terms of his
Employment Agreement and the Amended CIC Agreement. Any CIC Payment amount shall
be reduced by any amounts Mr. Lalonde owes the Company. Pursuant to the Amended
CIC Agreement, the CIC Payment shall not be treated as including any amounts or
other compensation related to healthcare and life insurance coverage, which the
Company shall maintain for the duration set forth in Section 4(b) of
Mr. Lalonde's prior change in control agreement or will otherwise compensate him
for coverage, or parts thereof, that cannot be so continued. In addition, any
amounts payable to Mr. Lalonde after the Closing Date in respect of the equity
awards made after November 15, 2022 (as contemplated by the Merger Agreement)
shall, notwithstanding anything in the applicable equity plan or award agreement
to the contrary, (i) immediately vest to the extent they have not already vested
at such date and (ii) continue to be held, in all cases, notwithstanding the
terms of the applicable equity award plans, on the same terms and conditions as
if Mr. Lalonde continued to be employed by the Company.
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If the CIC Payments would be subject to excise taxes under Sections 280G and
4999 of the Internal Revenue Code of 1986, as amended (the "Code"), such
payments would be reduced, but only to the extent it results in Mr. Lalonde
retaining a larger amount on an after-tax basis than if the payments were not
reduced. The Company shall not reimburse Mr. Lalonde for any excise taxes
imposed on him pursuant to the Amended CIC Agreement and any calculations
related to Sections 280G and 4999 of the Code shall be conducted by a nationally
recognized public accounting firm selected by the Company.
The Company shall pay or reimburse Mr. Lalonde for all costs incurred by him in
respect of the negotiation and enforcement of the Amended CIC Agreement, for any
dispute related to his termination of employment and in connection with any
audit by a taxing authority related to any payment or benefit provided under the
Amended CIC Agreement.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the section above titled "Introduction" and in Item
2.01 and Item 3.03 of this Current Report on Form 8-K is incorporated herein by
reference.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the
certificate of incorporation and bylaws of the Company were each amended and
restated, and such amended and restated certificate of incorporation and bylaws
became the certificate of incorporation and bylaws, respectively, of the
Surviving Corporation. Copies of the Amended and Restated Certificate of
Incorporation of the Surviving Corporation and the Amended and Restated Bylaws
of the Surviving Corporation are attached as Exhibits 3.1 and 3.2, respectively,
to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated as of July 5, 2022, by and among
Resolute Forest Products Inc., Domtar Corporation, Terra Acquisition
Sub Inc., Karta Halten B.V. and Paper Excellence B.V. (incorporated by
reference to Exhibit 2.1 of the Current Report on Form 8-K filed by
Resolute Forest Products Inc. on July 7, 2022).
3.1 Amended and Restated Certificate of Incorporation of the Surviving
Corporation.
3.2 Amended and Restated Bylaws of the Surviving Corporation.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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