Domtar Corporation announces commencement of tender offer for certain outstanding Notes
TICKER SYMBOL
(NYSE: UFS) (TSX:UFS)
MONTREAL, Feb. 22, 2012 /PRNewswire/ – Domtar Corporation (NYSE: UFS)
(TSX: UFS) today announced that it is commencing a cash tender offer
for an aggregate principal amount of its outstanding 10.75% Notes due
2017 (the “First Priority Notes”), 9.5% Notes due 2016 (the “Second
Priority Notes”), 7.125% Notes due 2015 (the “Third Priority Notes”)
and 5.375% Notes due 2013 (the “Fourth Priority Notes” and together
with the First Priority Notes, Second Priority Notes and Third Priority
Notes, the “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 terms and conditions of the tender offer are described in an Offer
to Purchase, dated February 22, 2012 (the “Offer to Purchase”), and a
related Letter of Transmittal, which are being sent to holders of
Notes.
Aggregate Early
Acceptance Principal Tender Total
CUSIP Priority Amount Purchase Payment Consideration
Number TitleofSecurity Level Outstanding Price(1) (1) (1)
257559 10.75% Notes
AG9 due 2017 1 $384,750,000 $1,265 $50 $1,315
257559 9.5% Notes due
AD6 2016 2 $124,125,000 $1,180 $50 $1,230
257559 7.125% Notes
AC8 due 2015 3 $212,801,000 $1,080 $50 $1,130
257559 5.375% Notes
AB0 due 2013 4 $72,160,000 $1,000 $50 $1,050
______________________
(1) Per $1,000 principal amount of Notes accepted for purchase.
Holders of Notes must validly tender and not validly withdraw their
Notes at or prior to 5:00 p.m., New York City time, on March 6, 2012,
unless extended or earlier terminated (the “Early Tender Time”) in
order to be eligible to receive the applicable Total Consideration, as
set forth in the table above. Holders of Notes who validly tender
their Notes after the Early Tender Time and at or prior to the
Expiration Time (as defined below) will be eligible to receive only the
applicable Purchase Price, which is equal to the applicable Total
Consideration minus the Early Tender Payment, as set forth in the table
above. In addition to the applicable Total Consideration or Purchase
Price, as the case may be, holders whose Notes are accepted for
purchase by the Company in the tender offer will receive accrued and
unpaid interest on their purchased Notes from the applicable last
interest payment date to, but not including, the Payment Date (as
defined below).
The tender offer is scheduled to expire at 12:00 midnight, New York City
time, on March 20, 2012, unless extended or earlier terminated (such
date and time, as the same may be extended, the “Expiration Time”). As
set forth in the Offer to Purchase, validly tendered Notes may be
validly withdrawn at any time at or prior to 5:00 p.m., New York City
time, on March 6, 2012, unless extended.
Upon the terms and subject to the conditions of the tender offer, the
Company expects to accept for purchase Notes validly tendered (and not
withdrawn) at or prior to the Expiration Time promptly after the
Expiration Time and expects that it will pay the Total Consideration or
Purchase Price, as applicable, for such Notes on the business day
following the date that the Notes are accepted (the “Payment Date”).
The Company may waive, increase or decrease the Maximum Payment Amount
in its sole discretion. If the aggregate consideration, excluding
accrued and unpaid interest, that would be payable for all Notes that
are validly tendered and not validly withdrawn at or prior to the
Expiration Time would exceed the Maximum Payment Amount, the Company
will accept for purchase Notes that have been so tendered in accordance
with the applicable Acceptance Priority Levels (as set forth in the
table above). If the aggregate consideration, excluding accrued and
unpaid interest, that would be payable for all tendered Notes of the
Acceptance Priority Levels to be accepted for purchase exceeds the
Maximum Payment Amount, Notes of the lowest Acceptance Priority Level
to be accepted for purchase will be pro rated (with adjustments
downward to avoid the purchase of Notes in a principal amount other
than $1,000 or an integral multiple thereof), such that the aggregate
consideration payable for all Notes accepted for purchase, excluding
accrued and unpaid interest, does not exceed the Maximum Payment
Amount. 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 million in 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) 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(®), Lynx(®) Opaque Ultra, Husky(®) Opaque Offset, First Choice(®) and Domtar EarthChoice(®) Office Paper, part of a family of environmentally and socially
responsible papers. Domtar also produces a complete line of
incontinence care products and distributes washcloths marketed
primarily under the Attends(®) brand name. Domtar owns and operates Ariva(TM), an extensive network of strategically located paper distribution
facilities. The Company employs approximately 8,700 people. To learn
more, visit www.domtar.com.
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.
SOURCE DOMTAR CORPORATION
