Domtar Corporation announces increase of maximum payment amount and expiration of early tender time for tender offer for certain outstanding notes

Jun 04, 2010, 19:30 ET from DOMTAR CORPORATION


(All financial information is in U.S. dollars unless otherwise noted.)

MONTREAL, June 4 /PRNewswire-FirstCall/ - Domtar Corporation (NYSE/TSX: UFS) today announced that it had raised the maximum aggregate consideration, excluding accrued and unpaid interest, from $350 million to $450 million (the "Maximum Payment Amount") with respect to its previously announced tender offer for its outstanding 5.375% Notes due 2013 (the "First Priority Notes"), 7 1/8% Notes due 2015 (the "Second Priority Notes"), 7.875% Notes due 2011 (the "Third Priority Notes") and 10.75% Notes due 2017 (the "Fourth Priority Notes" and together with the First Priority Notes, Second Priority Notes and Third Priority Notes, the "Notes"). In addition, the Company announced that the early tender deadline (the "Early Tender Time") and the withdrawal deadline for the tender offer expired at 5:00 p.m., New York City time, on June 4, 2010.

The aggregate principal amount of each series of Notes that has been validly tendered and not withdrawn as of the Early Tender Time is set forth in the table below. In accordance with the terms of the tender offer, the Company has accepted for purchase all $238,221,000 principal amount of the First Priority Notes validly tendered and not validly withdrawn pursuant to the tender offer on or prior to the Early Tender Time (representing approximately 76.74% of the First Priority Notes outstanding prior to the tender offer). The Company expects to make payment for such First Priority Notes on Monday, June 7, 2010. To the extent outstanding Notes are tendered in excess of the Maximum Payment Amount, the Company will purchase Notes that are validly tendered in accordance with the acceptance priority levels set forth below and subject to the terms and conditions of the tender offer, including a limitation on the maximum aggregate consideration, excluding accrued and unpaid interest, payable for Fourth Priority Notes accepted for purchase, if any, of $75 million. The tender offer is scheduled to expire at 12:00 midnight, New York City time, on June 18, 2010, unless extended or earlier terminated (such date and time, as the same may be extended, the "Expiration Time"). The Company will accept other 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, dated May 21, 2010 (the "Offer to Purchase"), as amended hereby, and in the related letter of transmittal.

                              Accep-                              Percentage
                              tance     Aggregate      Aggregate          of
                               Prio-    Principal      Principal   Outstandi
    CUSIP           Title of   rity        Amount         Amount       Notes
    Number          Security  Level   Outstanding       Tendered    Tendered
    257559 AB0  5.375% Notes      1   $310,431,000  $238,221,000       76.74%
                due 2013
    257559 AC8  7 1/8% Notes      2   $399,723,000  $244,335,000       61.13%
                due 2015
    257559 AA2  7.875% Notes      3   $134,752,000  $ 34,300,000       25.45%
                due 2011
    257559 AG9  10.75% Notes      4   $400,000,000  $149,763,000       37.44%
                due 2017

The complete terms and conditions of the tender offer are described in the Offer to Purchase, as amended hereby, and the related letter of transmittal. The Company has engaged Banc of America Securities LLC and Goldman, Sachs & Co. to act as dealer managers in connection with the tender offer. Questions regarding the tender offer may be directed to Banc of America at (646) 855-3401 (collect) or (888) 292-0070 (U.S. toll-free) or to Goldman Sachs at (212) 902-5183 (collect) or (800) 828-3182 (U.S. toll-free). Requests for documentation may be directed to Global Bondholder Services Corporation, the information agent and depositary for the tender offer, at (212) 430-3774 (for banks and brokers) or (866) 470-3700 (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, as amended hereby, and the related letter of transmittal. The tender 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 tender 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.

About Domtar

Domtar Corporation (NYSE/TSX:UFS) is the largest integrated manufacturer and marketer of uncoated freesheet paper in North America and the second largest in the world based on production capacity, and is also a manufacturer of papergrade, fluff and specialty pulp. The Company designs, manufactures, markets and distributes a wide range of business, commercial printing and publishing as well as converting and specialty papers including recognized brands such as Cougar(R), Lynx(R) Opaque Ultra, Husky(R) Opaque Offset, First Choice(R) and Domtar EarthChoice(R) Office Paper, part of a family of environmentally and socially responsible papers. Domtar owns and operates Domtar Distribution Group, an extensive network of strategically located paper distribution facilities. Domtar also produces lumber and other specialty and industrial wood products. The Company employs over 10,000 people. To learn more, visit

Forward-Looking Statements

All statements in this press 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. 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 SEC as updated by the Company's latest Quarterly Report on Form 10-Q. Unless specifically required by law, we assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances.