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FORT MILL, S.C. & RICHMOND, British Columbia โ Domtar Company (โDomtarโ), a number one supplier of all kinds of fiber-based merchandise together with communication, specialty and packaging papers, market pulp and airlaid nonwovens, and Karta Halten B.V., a personal restricted firm organized underneath the legal guidelines of the Netherlands (โKarta Haltenโ) and affiliate of Paper Excellence B.V., a personal restricted firm organized underneath the legal guidelines of the Netherlands (โPaper Excellenceโ), by way of its subsidiary, Pearl Merger Sub Inc., a Delaware company (โMerger Subโ), priced its beforehand introduced providing to eligible purchasers of $775.0 million combination principal quantity of 6.750% senior secured notes due 2028 (the โNotesโ). The Notes will mature on October 1, 2028, with curiosity cost dates on April 1 and October 1 of every 12 months, starting on April 1, 2022. The Providing is exempt from the registration necessities of the Securities Act of 1933, as amended (the โSecurities Actโ). The Notes shall be issued at a worth of 100% of the mixture principal quantity thereof. The issuance and sale of the Notes is scheduled to choose or about October 18, 2021, topic to customary closing circumstances.
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The Providing is a part of the financing for, and is conditioned upon the consummation of, the proposed acquisition of Domtar and its subsidiaries by Karta Halten. Merger Sub has been shaped for the only real function of finishing the acquisition and, on the closing of the acquisition, shall be merged with and into Domtar (the โMergerโ), with Domtar surviving the Merger and turning into the issuer of the Notes. As beforehand introduced, Domtar, Karta Halten, Merger Sub, Paper Excellence and Hervey Investments B.V., a personal restricted firm organized underneath the legal guidelines of the Netherlands, entered into an Settlement and Plan of Merger on Might 10, 2021 (the โMerger Settlementโ).
The web proceeds from the Providing shall be used, along with an fairness funding, borrowings underneath new senior secured credit score services and, following the consummation of the Merger, money on Domtarโs steadiness sheet, to (i) pay the money consideration in reference to the Merger, (ii) repurchase Domtarโs 6.25% Senior Notes due 2042 and 6.75% Senior Notes due 2044 (the โCurrent Domtar Notesโ), if any, tendered for redemption within the change of management presents for the Current Domtar Notes to be performed by Domtar following the closing of the Merger), (iii) pay charges, prices and bills in reference to the Merger and associated transactions and (iv) fund money to the steadiness sheet.
If the Providing closes previous to the consummation of the Merger, the preliminary purchasers will deposit the gross proceeds from the sale of the Notes into an escrow account. Within the occasion that (i) the Merger will not be consummated by Might 18, 2022 (the โOutdoors Dateโ), (ii) Merger Sub notifies the escrow agent and the trustee for the Notes in writing that the Merger Settlement has terminated previous to the Outdoors Date or (iii) Merger Sub notifies the escrow agent that in its affordable judgment, the Merger is not going to be consummated by the Outdoors Date, the Notes shall be topic to a particular obligatory redemption, at a worth equal to 100% of the preliminary subject worth of the Notes plus accrued and unpaid curiosity from the difficulty date of the Notes to, however not together with, the date of such particular obligatory redemption.
Upon the consummation of the Merger, the Notes shall be totally and unconditionally assured (collectively, the โEnsuresโ), collectively and severally, on a senior secured foundation by Pearl Excellence Holdco L.P., a Delaware restricted partnership, and every of Domtarโs current and future home restricted subsidiaries that may be a guarantor underneath Domtarโs new time period mortgage credit score settlement.
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The Notes and associated Ensures shall be provided solely to certified institutional patrons underneath Rule 144A of the Securities Act, and to non-U.S. individuals in transactions exterior america underneath Regulation S of the Securities Act. The Notes havenโt been, and wonโt be, registered underneath the Securities Act and might not be provided or offered in america absent registration or an relevant exemption from, or in a transaction not topic to, the registration necessities of the Securities Act and different relevant securities legal guidelines.
This press launch doesnโt and wonโt represent a suggestion to promote, or the solicitation of a suggestion to purchase, the Notes or every other securities, nor will there be any sale of the Notes or different securities, in any state or different jurisdiction wherein such supply, sale or solicitation could be illegal. Any supply shall be made solely by the use of a personal providing memorandum.
About Paper Excellence
Paper Excellence, a personal restricted firm organized underneath the legal guidelines of the Netherlands, is a diversified producer of pulp and paper, together with printing and writing, packaging, and specialty papers. Paper Excellence believes within the enduring worth of wood-based merchandise in international markets and has constructed a big community of mills and chipping crops to provide them competitively. By means of its distinct method to operational excellence, Paper Excellence delivers high-quality and cost-effective merchandise to worldwide prospects. Paper Excellence has grown by way of logical acquisitions from a single mill to a gaggle producing 2.8 million tonnes of paper and pulp and using greater than 2,800 folks over the previous decade.
Further details about Paper Excellence is on the market at https://paperexcellence.com/.
About Domtar
Domtar is a number one supplier of all kinds of fiber-based merchandise together with communication, specialty and packaging papers, market pulp and airlaid nonwovens. With roughly 6,400 staff serving greater than 50 international locations world wide, Domtar is pushed by a dedication to show sustainable wooden fiber into helpful merchandise that individuals depend on on daily basis. Domtarโs annual gross sales are roughly $3.7 billion, and its widespread inventory is traded on the New York and Toronto Inventory Exchanges. Domtarโs principal govt workplace is in Fort Mill, South Carolina. To study extra, go to www.domtar.com.
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Ahead-Trying Statements
All statements made herein that arenโt historic info must be thought-about as forward-looking statements inside the that means of the Personal Securities Litigation Reform Act of 1995. Such statements contain identified and unknown dangers, uncertainties and different components which will trigger precise outcomes to vary materially. These statements embody, however should not restricted to, statements relating to the anticipated completion and timing of the proposed transaction between Paper Excellence and Domtar, anticipated advantages and prices of the proposed transaction, and administration plans regarding the proposed transaction, statements that handle every firmโs anticipated future enterprise and monetary efficiency, statements relating to the impression of pure disasters, well being epidemics and different outbreaks, particularly the outbreak of COVID-19 since December 2019, which can have a cloth hostile impact on every firmโs enterprise, outcomes of operations and monetary circumstances, and different statements recognized by phrases equivalent to โanticipateโ, โimagineโ, โanticipateโ, โintendโ, โpurposeโ, โgoalโ, โplanโ, โproceedโ, โestimateโ, โundertakingโ, โmightโ, โwillโ, โought toโ and comparable expressions. These forward-looking statements must be thought-about with the understanding that such statements contain a wide range of dangers and uncertainties, identified and unknown, and could also be affected by inaccurate assumptions. Consequently, no forward-looking assertion may be assured and precise outcomes might fluctuate materially. Many dangers, contingencies and uncertainties might trigger precise outcomes to vary materially from our forward-looking statements. Sure of those dangers are set forth in Domtarโs Annual Report on Kind 10-Ok for the fiscal 12 months ended December 31, 2020, in addition to the corporateโs different studies filed with the SEC.
These dangers, uncertainties and assumptions additionally embody the timing, receipt and phrases and circumstances of any required governmental and regulatory approvals of the proposed transaction between Paper Excellence and Domtar that would cut back anticipated advantages or trigger the events to desert the proposed transaction, the prevalence of any occasion, change or different circumstances that would give rise to the termination of the merger settlement, the danger that the events might not be capable to fulfill the circumstances to the proposed transaction in a well timed method or in any respect, dangers associated to disruption of administration time from ongoing enterprise operations as a result of proposed transaction, the danger that any bulletins regarding the proposed transaction might have hostile results available on the market worth of Domtarโs widespread inventory, the danger of any surprising prices or bills ensuing from the proposed transaction, the danger of any litigation regarding the proposed transaction, the danger that the proposed transaction and its announcement might have an hostile impact on the flexibility of Paper Excellence or Domtar to retain prospects and retain and rent key personnel and preserve relationships with their suppliers, prospects and different enterprise relationships and on their working outcomes and companies typically, the danger that the pending proposed transaction might distract administration of each entities and theyโll incur substantial prices, the danger that the mixed firm might not function as successfully and effectively as anticipated and different vital components that would trigger precise outcomes to vary materially from these projected. All such components are troublesome to foretell and are past every firmโs management.
Further components that would trigger outcomes to vary materially from these described above may be present in Domtarโs Annual Report on Kind 10-Ok for the fiscal 12 months ended December 31, 2020, in addition to within the firmโs different studies filed with the SEC.
View supply model on businesswire.com: https://www.businesswire.com/news/home/20211001005721/en/
Contacts
INVESTOR RELATIONS
Nicholas Estrela
Director
Investor Relations
Tel.: 514-848-5049
MEDIA RELATIONS
David Struhs
Vice-President
Company Providers and Sustainability
Tel.: 803-802-8031
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