0000902664-16-004959.txt : 20160121 0000902664-16-004959.hdr.sgml : 20160121 20160121160718 ACCESSION NUMBER: 0000902664-16-004959 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160121 DATE AS OF CHANGE: 20160121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAYONIER ADVANCED MATERIALS INC. CENTRAL INDEX KEY: 0001597672 STANDARD INDUSTRIAL CLASSIFICATION: PLASTIC MATERIAL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS) [2820] IRS NUMBER: 464559529 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88273 FILM NUMBER: 161353564 BUSINESS ADDRESS: STREET 1: 1301 RIVERPLACE BOULEVARD STREET 2: SUITE 2300 CITY: JACKSONVILLE STATE: FL ZIP: 32207 BUSINESS PHONE: (904) 357-4600 MAIL ADDRESS: STREET 1: 1301 RIVERPLACE BOULEVARD STREET 2: SUITE 2300 CITY: JACKSONVILLE STATE: FL ZIP: 32207 FORMER COMPANY: FORMER CONFORMED NAME: Rayonier Holding Co DATE OF NAME CHANGE: 20140121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIDSON KEMPNER PARTNERS CENTRAL INDEX KEY: 0000928549 IRS NUMBER: 133393346 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MHD MANAGEMENT CO. STREET 2: 520 MADISON AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 446-4000 MAIL ADDRESS: STREET 1: C/O MHD MANAGEMENT CO. STREET 2: 520 MADISON AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 p16-0085sc13g.htm RAYONIER ADVANCED MATERIALS INC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.__)*
 

Rayonier Advanced Materials Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

75508B104

(CUSIP Number)
 

January 11, 2016

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 17 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 CUSIP No. 75508B104 13GPage 2 of 17 Pages

 

     
1

NAME OF REPORTING PERSON

 

M. H. Davidson & Co.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

21,291

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

21,291

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

21,291

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.05%

12

TYPE OF REPORTING PERSON

PN

             

 

 

 

 CUSIP No. 75508B104 13GPage 3 of 17 Pages

 

     
1

NAME OF REPORTING PERSON

Davidson Kempner Partners

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

135,214

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

135,214

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

135,214

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.32%

12

TYPE OF REPORTING PERSON

PN

             

 

  

 

 CUSIP No. 75508B104 13GPage 4 of 17 Pages

 

     
1

NAME OF REPORTING PERSON

Davidson Kempner Institutional Partners, L.P.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

289,726

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

289,726

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

289,726

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.68%

12

TYPE OF REPORTING PERSON

PN

             

 

 

 CUSIP No. 75508B104 13GPage 5 of 17 Pages

 

     
1

NAME OF REPORTING PERSON

Davidson Kempner International, Ltd.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

292,584

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

292,584

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

292,584

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.68%

12

TYPE OF REPORTING PERSON

CO

             

 

 

 CUSIP No. 75508B104 13GPage 6 of 17 Pages

 

     
1

NAME OF REPORTING PERSON

Davidson Kempner Distressed Opportunities Fund LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

573,129

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

573,129

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

573,129

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.34%

12

TYPE OF REPORTING PERSON

PN

             

 

 

 CUSIP No. 75508B104 13GPage 7 of 17 Pages

 

     
1

NAME OF REPORTING PERSON

Davidson Kempner Distressed Opportunities International Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

883,056

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

883,056

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

883,056

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.06%

12

TYPE OF REPORTING PERSON

CO

             

 

 

 CUSIP No. 75508B104 13GPage 8 of 17 Pages

 

     
1

NAME OF REPORTING PERSON

Davidson Kempner Capital Management LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,195,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,195,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,195,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.12%

12

TYPE OF REPORTING PERSON

PN

             

 

 

 CUSIP No. 75508B104 13GPage 9 of 17 Pages

 

     
1

NAME OF REPORTING PERSON

Thomas L. Kempner, Jr.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,195,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,195,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,195,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.12%

12

TYPE OF REPORTING PERSON

IN

             

 

 

 

 CUSIP No. 75508B104 13GPage 10 of 17 Pages

 

     
1

NAME OF REPORTING PERSON

Anthony A. Yoseloff

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,195,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,195,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,195,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.12%

12

TYPE OF REPORTING PERSON

IN

             

 

 

 CUSIP No. 75508B104 13GPage 11 of 17 Pages

 

     
1

NAME OF REPORTING PERSON

Conor Bastable

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,195,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,195,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,195,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.12%

12

TYPE OF REPORTING PERSON

IN

             

 

 

 CUSIP No. 75508B104 13GPage 12 of 17 Pages

 

     
1

NAME OF REPORTING PERSON

Avram Z. Friedman

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,195,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,195,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,195,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.12%

12

TYPE OF REPORTING PERSON

IN

             

 

 CUSIP No. 75508B104 13GPage 13 of 17 Pages

 

Item 1(a). NAME OF ISSUER
   
  Rayonier Advanced Materials Inc. (the "Issuer").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  1301 Riverplace Boulevard, Jacksonville, Florida 32207.

 

Item 2(a). NAME OF PERSON FILING
   
  This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
   
  (i) M. H. Davidson & Co., a New York limited partnership ("CO"). M.H. Davidson & Co. GP, L.L.C., a Delaware limited liability company, is the general partner of CO. DKCM (as defined below) is responsible for the voting and investment decisions of CO;
     
  (ii) Davidson Kempner Partners, a New York limited partnership ("DKP"). MHD Management Co., a New York limited partnership ("MHD"), is the general partner of DKP and MHD Management Co. GP, L.L.C., a Delaware limited liability company is the general partner of MHD.  DKCM is responsible for the voting and investment decisions of DKP;
     
  (iii) Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership ("DKIP"). Davidson Kempner Advisers Inc., a New York corporation, is the general partner of DKIP. DKCM is responsible for the voting and investment decisions of DKIP;
     
  (iv) Davidson Kempner International, Ltd., a British Virgin Islands business company ("DKIL").  DKCM is the investment manager of DKIL and is responsible for the voting and investment decisions of DKIL;
     
  (v) Davidson Kempner Distressed Opportunities Fund LP, a Delaware limited partnership ("DKDOF").  DK Group LLC, a Delaware limited liability company, is the general partner of DKDOF.  DKCM is responsible for the voting and investment decisions of DKDOF;
     
  (vi) Davidson Kempner Distressed Opportunities International Ltd., a Cayman Islands exempted company ("DKDOI").  DK Management Partners LP, a Delaware limited partnership, is the investment manager of DKDOI.  DKCM is responsible for the voting and investment decisions of DKDOI;
     
  (vii) Davidson Kempner Capital Management LP, a Delaware limited partnership and a registered investment adviser with the U.S. Securities and Exchange Commission, acts as investment manager to each of CO, DKP, DKIP, DKIL, DKDOF and DKDOI ("DKCM") either directly or by virtue a sub-advisory agreement with the investment manager of the relevant fund. DKCM GP LLC, a Delaware limited liability company, is the general partner of DKCM. The managing members of DKCM are Messrs. Thomas L. Kempner, Jr., Stephen M. Dowicz, Timothy I. Levart, Robert J. Brivio, Jr., Anthony A. Yoseloff, Eric P. Epstein, Avram Z. Friedman, Conor Bastable, Shulamit Leviant, Morgan Blackwell, Patrick W. Dennis and Gabriel T. Schwartz; and
     
  (viii) Messrs. Thomas L. Kempner, Jr., Anthony A. Yoseloff, Conor Bastable and Avram Z. Friedman through DKCM, are responsible for the voting and investment decisions relating to the securities held by CO, DKP, DKIP, DKIL, DKDOF and DKDOI reported herein.  

 

 CUSIP No. 75508B104 13GPage 14 of 17 Pages
 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the principal business office of each of the Reporting Persons is c/o Davidson Kempner Capital Management LP, 520 Madison Avenue, 30th Floor, New York, New York 10022.

 

Item 2(c). CITIZENSHIP
   
  (i) CO – a New York limited partnership
   
  (ii) DKP – a New York limited partnership
   
  (iii) DKIP – a Delaware limited partnership
   
  (iv) DKIL – a British Virgin Islands business company
   
  (v) DKDOF- a Delaware limited partnership
     
  (vi) DKDOI - a Cayman Islands exempted company
     
  (vii) DKCM – a Delaware limited partnership
     
  (viii) Messrs. Thomas L. Kempner, Jr., Anthony A. Yoseloff, Conor Bastable and Avram Z. Friedman – United States
     

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.01 per share (the "Common Stock")

 

Item 2(a). CUSIP NUMBER:
   
  75508B104

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; 

 

 CUSIP No. 75508B104 13GPage 15 of 17 Pages
  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: _________________________________________

 

Item 4. OWNERSHIP.
 
The information required by Items 4(a) – (c)  is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
 
The percentages used in this Schedule 13G are calculated based upon 42,872,601 shares of Common Stock outstanding as of October 23, 2015, as reported in the Issuer's Quarterly Report on Form 10Q for the quarterly period ended September 26, 2015 filed with the Securities and Exchange Commissions on October 29, 2015.
 

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 CUSIP No. 75508B104 13GPage 16 of 17 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE:  January 21, 2016 m.h. davidson & Co.
  By: M.H. Davidson & Co. GP, L.L.C.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  davidson kempner partners
  By:  MHD Management Co.,
  its General Partner
   
  By: MHD Management Co. GP, L.L.C.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  DAVIDSON KEMPNER institutional partners, L.P.
  By: Davidson Kempner Advisers Inc.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    President
   
  davidson kempner international, ltd.
  By:  Davidson Kempner Capital Management LP,
  its Investment Manager
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
   

 

  
   
  DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES FUND LP
  By: DK Group LLC,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES INTERNATIONAL LTD.
  By:  DK Management Partners LP,
  its Investment Manager
   
  By:  DK Stillwater GP LLC,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  Davidson Kempner Capital Management LP
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
   
  /s/ Thomas L. Kempner, Jr.
  Thomas L. Kempner, Jr.
   
  /s/ Anthony A. Yoseloff
  Anthony A. Yoseloff
   
  /s/ Avram Z. Friedman
  Avram Z. Friedman
   
  /s/ Conor Bastable
  Conor Bastable
   
   
   
   

 

 CUSIP No. 75508B104 13GPage 17 of 17 Pages

 

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE:  January 21, 2016 m.h. davidson & Co.
  By: M.H. Davidson & Co. GP, L.L.C.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  davidson kempner partners
  By: MHD Management Co.,
  its General Partner
   
  By: MHD Management Co. GP, L.L.C.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  DAVIDSON KEMPNER institutional
  partners, L.P.
   
  By: Davidson Kempner Advisers Inc.,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    President

 

 
     
  davidson kempner international,
  ltd.
  By: Davidson Kempner Capital Management LP,
  its Investment Manager
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  DAVIDSON KEMPNER DISTRESSED
  OPPORTUNITIES FUND LP
  By: DK Group LLC,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  DAVIDSON KEMPNER DISTRESSED
  OPPORTUNITIES INTERNATIONAL LTD.
  By: DK Management Partners LP,
  its Investment Manager
   
  By: DK Stillwater GP LLC,
  its General Partner
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  Davidson Kempner Capital
  Management LP
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  /s/ Thomas L. Kempner, Jr.
  Thomas L. Kempner, Jr.
   
  /s/ Anthony A. Yoseloff
  Anthony A. Yoseloff

 

 

   
  /s/ Avram Z. Friedman
  Avram Z. Friedman
   
  /s/ Conor Bastable
  Conor Bastable