UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 | Regulation FD Disclosure |
On January 5, 2022, Domtar Corporation (the “Company”) issued a press release announcing the expiration of its previously announced change of control offers for any and all of its 6.25% Senior Notes due 2042 (the “2042 Notes”) and 6.75% Senior Notes due 2044 (the “2044 Notes” and, together with the 2042 Notes, the “Notes”) pursuant to the change of control provisions of the senior indenture governing the Notes. The Company also announced the issuance of a notice of special mandatory redemption for $132,709,000 aggregate principal amount of its 6.750% Senior Secured Notes due 2028 (the “2028 Notes”) pursuant to the terms of the indenture governing the 2028 Notes. The press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.
The information in the press release shall not be deemed “filed” for 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
(d) | Exhibits |
Exhibit No. |
Description of Exhibits | |
99.1 | Press release, dated as of January 5, 2022. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DOMTAR CORPORATION | ||
(Registrant) | ||
By: | /s/ Nancy Klembus | |
Name: | Nancy Klembus | |
Title: | Senior Vice President, General Counsel and Corporate Secretary | |
Date: January 5, 2022 |
Exhibit 99.1
DOMTAR CORPORATION ANNOUNCES THE EXPIRATION OF THE CHANGE OF CONTROL OFFERS TO PURCHASE ITS 6.25% SENIOR NOTES DUE 2042 AND ITS 6.75% SENIOR NOTES DUE 2044 AND THE SPECIAL MANDATORY REDEMPTION OF $132,709,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 6.750% SENIOR SECURED NOTES DUE 2028
FORT MILL, SC, January 5, 2022 Domtar Corporation (the Company) today announced the expiration of its previously announced offers to purchase (the Offers) any and all of its outstanding 6.25% Senior Notes due 2042 (CUSIP No. 257559AJ3; ISIN No. US257559AJ34) (the 2042 Notes) and 6.75% Senior Notes due 2044 (CUSIP No. 257559AK0; ISIN No. US257559AK07) (the 2044 Notes and, together with the 2042 Notes, the Unsecured Notes). The Offers were made solely to fulfill the Companys obligations under the senior indenture governing the Unsecured Notes following the consummation on November 30, 2021 of the Companys previously announced merger (the Merger) with a subsidiary of Karta Halten B.V., which resulted in a Change of Control giving the holders of the Unsecured Notes the right to require the Company to purchase all or a portion of such holders Unsecured Notes at a price of 101% of the principal amount thereof, plus any accrued and unpaid interest up to, but not including, the date of purchase.
The Offers were commenced on December 2, 2021 and expired at 12:00 midnight, New York City time, at the end of the day on January 3, 2022 (the Expiration Date). As of the Expiration Date, $134,300,000 in aggregate principal amount of the 2042 Notes, representing 53.72% of the then outstanding 2042 Notes, and $100,282,000 in aggregate principal amount of the 2044 Notes, representing 40.11% of the then outstanding 2044 Notes, had been delivered for repurchase pursuant to the Offers. The Company intends to pay for all Unsecured Notes delivered and not validly withdrawn pursuant to the Offers on January 7, 2022.
The Company also announced the special mandatory redemption (the Redemption) of $132,709,000 aggregate principal amount of its outstanding 6.750% Senior Secured Notes due 2028 (CUSIP Nos. 70478J AA2 (144A) and U7051J AA6 (REG S)) (the Secured Notes and, together with the Unsecured Notes, the Notes), representing 50.0% of the combined aggregate principal amount of each series of the Unsecured Notes that have not been tendered and accepted for purchase pursuant to and in accordance with the Offers prior to the Expiration Date. The Redemption is being made in accordance with the indenture governing the Secured Notes. The date of redemption will be January 7, 2022, and the redemption price for the Secured Notes subject to redemption will be equal to 100% of the principal amount of such Secured Notes, plus accrued and unpaid interest to, but not including, the date of redemption. The selection of Secured Notes for redemption will be made by the trustee for the Secured Notes in accordance with applicable procedures of the Depository Trust Company. Following the consummation of the Redemption, $642,291,000 aggregate principal amount of the Secured Notes will remain outstanding.
This press release is for informational purposes only and is not an offer to purchase or sell securities, a solicitation of an offer to purchase or sell securities or a solicitation of consents with respect to the Notes.
About Domtar Corporation
Domtar is a leading provider of a wide variety of fiber-based products including communication, specialty and packaging papers, market pulp and airlaid nonwovens. With approximately 6,000 employees serving more than 50 countries around the world, Domtar is driven by a commitment to turn sustainable wood fiber into useful products that people rely on every day. Domtars principal executive office is in Fort Mill, South Carolina. Domtar is part of the Paper Excellence group of companies. To learn more, visit www.domtar.com.
Forward Looking Statements
All statements made herein that are not historical facts should be considered as forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. These statements include, but are not limited to, expected benefits and costs of the Merger and related transactions, and management plans relating to the Merger, statements that address the Companys expected future business and financial performance, statements regarding the impact of natural disasters, health epidemics and other outbreaks, especially the outbreak of COVID-19 since December 2019, which may have a material adverse effect on the Companys business, results of operations and financial conditions, and other statements identified by words such as anticipate, believe, expect, intend, aim, target, plan, continue, estimate, project, may, will, should and similar expressions. These forward-looking statements should be considered with the understanding that such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially. Many risks, contingencies and uncertainties could cause actual results to differ materially from our forward-looking statements. Certain of these risks are set forth in Domtars Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as well as the companys other reports filed with the U.S. Securities and Exchange Commission (the SEC).
Those risks, uncertainties and assumptions also include: the risk of unanticipated difficulties or expenditures resulting from the Merger; the risk of legal proceedings, judgments or settlements, including those that may be instituted against Paper Excellence, Paper Excellences board of directors, Paper Excellences executive officers, Domtar, Domtars board of directors, Domtars executive officers and others as a result of the Merger; the risk that the combined company may not operate as effectively and efficiently as expected; the risk of continued decline in usage of fine paper products in our core North American market; the risk of our ability to implement our business diversification initiatives, including repurposing of assets and strategic acquisitions or divestitures, including facility closures; the risk of failure to achieve our cost containment goals, conversion costs in excess of our expectations and demand for linerboard; the risk of product selling prices; the risk of raw material prices, including wood fiber, chemical and energy; the risk that conditions in the global capital and credit markets, and the economy generally, particularly in the U.S. and Canada; the risk that performance of our manufacturing operations, including unexpected maintenance requirements; the risk of the level of competition from domestic and foreign producers; the risk of cyberattacks or other security breaches; the risk of the effect of, or change in, forestry, land use, environmental and other governmental regulations and accounting regulations; the risk of the effect of weather and the risk of loss from fires, floods, windstorms, hurricanes and other natural disasters; transportation costs; the loss of current customers or the inability to obtain new customers; the risk of changes in asset valuations, including impairment of long-lived assets, inventory, accounts receivable or other assets for impairment or other reasons; the risk of changes in currency exchange rates, particularly the relative value of the U.S. dollar to the Canadian dollar; the risk of the effect of timing of retirements; performance of pension fund investments and related derivatives, if any; the risk of a material disruption in our supply chain, manufacturing, distribution operations or customer demand such as public health crises that
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impact trade or the general economy, including COVID-19 and other viruses, diseases or illnesses; and the other factors described under Risk Factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020 and in Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021. All such factors are difficult to predict and are beyond the Companys control.
Additional factors that could cause results to differ materially from those described above can be found in Domtars Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as well as in Domtars other reports filed with the SEC.
Media Relations
David Struhs
Vice-President
Corporate Services and Sustainability
Tel.: 803-802-8031
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Document and Entity Information |
Jan. 05, 2022 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Document Period End Date | Jan. 05, 2022 |
Entity Registrant Name | DOMTAR CORP |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-33164 |
Entity Tax Identification Number | 20-5901152 |
Entity Address, Address Line One | 234 Kingsley Park Drive |
Entity Address, City or Town | Fort Mill |
Entity Address, State or Province | SC |
Entity Address, Postal Zip Code | 29715 |
City Area Code | 803 |
Local Phone Number | 802-7500 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, Par Value $0.01 Per Share |
Entity Emerging Growth Company | false |
Trading Symbol | ufs |
Amendment Flag | false |
Entity Central Index Key | 0001381531 |
Security Exchange Name | NYSE |
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