Resolute Announces Early Tender and Consent Solicitation Results
MONTREAL, May 7, 2013 /PRNewswire/ - Resolute Forest Products Inc. (NYSE: RFP) (TSX: RFP) today announced that holders of $496.5 million principal amount of its 10.25% senior secured notes due 2018 (CUSIP # 003687AB6) (the "2018 notes"), or 99.1% of the outstanding principal amount, tendered their 2018 notes and delivered consents before 5:00 p.m., New York City time today, the "early tender deadline" under the Company's previously-announced cash tender offer and consent solicitation. Resolute intends to accept for payment on May 8, 2013, all 2018 notes validly tendered and not validly withdrawn before the early tender deadline. The holders of those notes will receive $1,166.94 per $1,000 principal amount, plus accrued and unpaid interest up to, but not including, the date of payment.
The tender offer will expire at 12:00 midnight, New York City time, on May 21, 2013, unless extended or earlier terminated (the "expiration time"). Holders who validly tender their 2018 notes after the early tender deadline and before the expiration time will be eligible to receive $1,136.94 per $1,000 principal amount of 2018 notes, plus accrued and unpaid interest up to, but not including, the final settlement date, which is expected to be the next business day after the expiration time.
Any 2018 notes tendered as of the early tender deadline or thereafter can no longer be withdrawn, nor can the related consents be revoked. Any extension, delay, termination or amendment of the tender offer will be publicly announced promptly.
Based on the consents received, Resolute and the trustee under the indenture governing the 2018 notes have entered into a supplemental indenture to eliminate most of the restrictive covenants, to eliminate certain events of default and to release all the collateral securing the obligations under the 2018 notes. The supplemental indenture, which will become effective upon Resolute's payment for the 2018 notes tendered before the early tender deadline, will be binding on the holders of the 2018 notes not purchased in the tender offer.
The complete terms and conditions of the tender offer are described in the offer to purchase and consent solicitation statement dated April 24, 2013, copies of which may be obtained by contacting Global Bondholder Services Corporation, as information agent, at (866) 873-7700 (U.S. toll-free) or (212) 430-3774. Resolute has engaged BofA Merrill Lynch, Citigroup Global Markets Inc. and BMO Capital Markets Corp. to serve as dealer managers for the tender offer. Questions concerning the tender offer and the consent solicitation should be directed to BofA Merrill Lynch at (888) 292-0070 (U.S. toll-free) or (980) 388-4813, Citigroup Global Markets Inc. at (800) 558-3745 (U.S. toll-free) or (212) 723-6106 or BMO Capital Markets Corp. at (212) 702-1191.
This announcement is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to the 2018 notes. The tender offer and consent solicitation are made solely by means of the offer to purchase. The tender offer and consent solicitation are not being made 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. None of Resolute, the dealer managers and solicitation agents, the information agent, the tender agent, the trustee and collateral agent under the 2018 notes indenture or any of their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their 2018 notes in the tender offer or deliver their consent to the proposed amendments.
Cautionary Statements Regarding Forward-Looking Information
Statements in this press release that are not statements of historical information of Resolute Forest Products Inc. are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. They include, statements regarding to the completion of the tender offer and consent solicitation relating to the Notes. Forward-looking statements may be identified by the use of forward-looking terminology such as the words "should," "would," "could," "will," "may," "expect," "believe," "anticipate," "attempt," "project" and other terms with similar meaning indicating possible future events or potential impact on our business or Resolute's securityholders.
The reader is cautioned not to place undue reliance on these forward-looking statements. 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. The potential risks and uncertainties that could cause the tender offer to differ materially from the terms expressed or implied include, but are not limited to, the potential risks and uncertainties set forth under the heading "Risk Factors" in Exhibit 99.4 to Resolute's current report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 24, 2013.
All forward-looking statements above are expressly qualified by the cautionary statements contained above and in Resolute's other filings with the SEC and the Canadian securities regulatory authorities. Resolute disclaims any obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
About Resolute Forest Products
Resolute Forest Products is a global leader in the forest products industry with a diverse range of products, including newsprint, commercial printing papers, market pulp and wood products. The Company owns or operates over 40 pulp and paper mills and wood products facilities in the United States, Canada and South Korea, and power generation assets in Canada. Marketing its products in close to 90 countries, Resolute has third-party certified 100% of its managed woodlands to at least one of three internationally-recognized sustainable forest management standards, including 65% certified to the Forest Stewardship Council® (FSC®) standards. The shares of Resolute Forest Products trade under the stock symbol RFP on both the New York Stock Exchange and the Toronto Stock Exchange.
Resolute and other member companies of the Forest Products Association of Canada, as well as a number of environmental organizations, are partners in the Canadian Boreal Forest Agreement. The group works to identify solutions to conservation issues that meet the goal of balancing equally the three pillars of sustainability linked to human activities: environmental, social and economic. Resolute is also a member of the World Wildlife Fund's Climate Savers program, in which businesses establish ambitious targets to voluntarily reduce greenhouse gas emissions and work aggressively toward achieving them.
SOURCE Resolute Forest Products Inc.