ITEM 7.01 Regulation FD Disclosure.
On February 14, 2023, Resolute Forest Products Inc. ("the Company") delivered
a Conditional Notice of Full Redemption (the "Redemption Notice") to holders of
the Company's outstanding 4.875% Senior Notes due 2026 (the "Notes").
The Redemption Notice was issued pursuant to the terms of the Indenture, dated
as of February 2, 2021, as amended and supplemented through the date hereof (the
"Indenture"), between the Company, the guarantors party thereto and Wells Fargo
Bank, National Association, as trustee (the "Trustee"). The Redemption Notice
provides for the full redemption by the Company of $300 million principal amount
of the Notes on March 1, 2023 (the "Redemption Date") at a redemption price (the
"Redemption Price") equal to 102.438% of the principal amount of the Notes
redeemed, plus the accrued and unpaid interest on the Notes so redeemed. The
redemption of the Notes is subject to the satisfaction or waiver of the
following conditions precedent: (i) the consummation of the Merger (as defined
in the Merger Agreement (as defined below)) and (as and when determined by the
Company in its sole and absolute discretion) the other transactions
(collectively, including the Merger, the "Transactions") contemplated by that
certain Agreement and Plan of Merger (the "Merger Agreement"), dated July 5,
2022, among the Company, Domtar Corporation, a Delaware corporation, Terra
Acquisition Sub Inc., a Delaware corporation, Karta Halten B.V., a private
limited corporation organized under the laws of the Netherlands, and Paper
Excellence B.V., a private limited company organized under the laws of the
Netherlands; (ii) the delivery to the Trustee of written notice by the Company
(in its sole and absolute discretion) stating that (A) the Transactions have
been consummated and (B) the effectiveness of such notice; (iii) the Company
having the requisite funds to consummate the redemption following the
consummation of the Transactions; and (iv) the Company's board of directors not
having resolved that the redemption is no longer advisable and in the best
interests of the Company. Following the redemption, no Notes shall remain
outstanding.
The information in this Item 7.01 is furnished solely pursuant to Item 7.01 of
this Form 8-K. Consequently, it is not deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section. It may only be
incorporated by reference in another filing under the Exchange Act or Securities
Act, if such subsequent filing specifically references this Form 8-K.
Cautionary Statements Regarding Forward-Looking Statements
Statements in this document that are not reported financial results or other
historical information of the Company are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, for example, statements included in this
document relating to the proposed transaction between the Company and Domtar
Corporation; the prospective performance and outlook of the Company's business,
performance and opportunities; the ability of the parties to complete the
proposed transaction and the expected timing of completion of the proposed
transaction; as well as any assumptions underlying any of the foregoing.
Forward-looking statements may be identified by the use of forward-looking
terminology such as the words "should," "would," "could," "will," "may,"
"expect," "believe," "see," "intends," "continue" and other terms with similar
meaning indicating possible future events or potential impact on the Company's
business or its stockholders. The reader is cautioned not to place undue
reliance on these forward-looking statements, which are not guarantees of future
performance. These statements are based on management's current assumptions,
beliefs, and expectations, all of which involve a number of business risks and
uncertainties that could cause actual results to differ materially. Many factors
could cause actual future events to differ materially from the forward-looking
statements in this document, including but not limited to: uncertainties as to
the timing of the proposed transaction; the risk that the proposed transaction
may not be completed in a timely manner or at all; the possibility that any or
all of the various conditions to the consummation of the proposed transaction
may not be satisfied or waived, including the failure to receive any required
regulatory approvals from any applicable governmental entities (or any
conditions, limitations or restrictions placed on such approvals); the
occurrence of any event, change or other circumstance that could give rise to
the termination of the merger agreement, including in circumstances that would
require the Company to pay a termination fee or other expenses; the inability to
recover softwood lumber duty refunds in a timely manner or at all; the effect of
the pendency of the proposed transaction on the Company's ability to retain and
hire key personnel, its ability to maintain relationships with its customers,
suppliers and others with whom it does business, its business generally or its
stock price; and risks related to diverting management's attention from the
Company's ongoing business operations. In addition, please refer to the
documents that the Company files with the SEC on Forms 10-K, 10-Q and 8-K. These
filings identify and address other important risks and uncertainties with
respect to the Company and its business that could cause events and results to
differ materially from those contained in the forward-looking statements set
forth in this document. All forward-looking statements in this document are
expressly qualified by the cautionary statements contained or referred to above
and in the Company's other filings with the SEC and the Canadian securities
regulatory authorities. The Company disclaims any obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
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