8-K
Rayonier Advanced Materials Inc. (RYAM)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
April 10, 2021
COMMISSION FILE NUMBER 001-36285
Incorporated in the State of Delaware
I.R.S. Employer Identification Number 46-4559529
Rayonier Advanced Materials Inc.
1301 Riverplace Boulevard, Jacksonville, Florida 32207
(Principal Executive Office)
Telephone Number: (904) 357-4600
Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | RYAM | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
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Rayonier Advanced Materials Inc.
Table of Contents
| Page | ||
|---|---|---|
| Item 1.01 | Entry Into A Material Definitive Agreement | 1 |
| Item 7.01 | Regulation FD Disclosure | 2 |
| Item 9.01 | Financial Statements and Exhibits | 2 |
| Signature | 3 |
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| Item 1.01 | Entry Into A Material Definitive Agreement |
|---|
On April 10, 2021, Rayonier A.M. Canada G.P. and Rayonier A.M. Canada Industries Inc., as sellers (the “Sellers”) (subsidiaries of Rayonier Advanced Materials Inc. (the “Company”)), and 9437-6001 Québec Inc., as purchaser (the “Purchaser”), and GreenFirst Forest Products Inc., as purchaser guarantor (the “Purchaser Guarantor”), entered into an Asset Purchase Agreement (the “Agreement”). Pursuant to the Agreement, the Purchaser agreed to acquire, and the Sellers agreed to sell, the Sellers’ six lumber mills located in Chapleau, Cochrane, Hearst and Kapuskasing Ontario, Canada and Béarn and La Sarre, Québec, Canada, respectively, as well as one newsprint mill located in Kapuskasing, Ontario, Canada, together with certain related assets, and the Purchaser agreed to assume certain related liabilities (collectively, the “Operations”, together with the overall sale transaction, the “Transaction”).
The purchase price to be paid to the Sellers by the Purchaser is expected to be approximately $214 million, inclusive of inventory on hand at the time of closing (currently estimated to be $70 million), which purchase price is payable approximately 85% in cash, and 15% in common shares of the Purchaser Guarantor. In addition, the Purchaser will issue the Sellers a chip offset credit promissory note in the amount of CDN$7.9 million payable equally over the next 5 years, against which the Purchaser may set off amounts owing by the Sellers to the Purchaser for chip purchases.
The Agreement provides that closing is subject to customary closing conditions, including receipt of regulatory approvals, and is not to occur prior to July 31, 2021.
The Agreement also contains representations, warranties, covenants and indemnification obligations of the parties customary for transactions similar to those contemplated by the Agreement. Certain of the covenants relate to the period between signing of the Agreement and the closing of the Transaction, during which, subject to limited exceptions, the Sellers will continue to operate the Operations in its ordinary course of business consistent with past practice.
In connection with the Agreement, the Sellers also agreed to provide certain transition services to the Purchaser for a limited period after closing, on terms set forth in a separate transition services agreement among the parties. In general, the transition services agreement calls for the Purchaser to compensate the Seller for the services to be provided by the Seller on an at-cost basis. In connection with the Agreement, the parties also agreed to enter into a 20-year residual fiber supply agreement to meet the continued fiber sourcing needs of the Sellers’ High Purity Cellulose, High Yield and Paperboard operations in Temiscaming, Québec.
The Agreement also contains customary termination provisions. Each of the Purchaser and the Seller will have the right, subject to certain exceptions, to terminate the Agreement if closing of the Transaction does not occur by September 30, 2021.
The foregoing description of the Agreement is only a summary and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 27, 2021.
The representations, warranties, indemnities and covenants in the Agreement were made only for the purpose of the Agreement and solely for the benefit of the parties to the Agreement as of specific dates, in accordance with and subject to the terms of the Agreement, and the Agreement is not intended to, and does not, confer upon any person other than the parties thereto any rights or remedies thereunder, including the right to rely upon the representations and warranties set forth therein. It is particularly important to note that such representations, warranties, indemnities and covenants (i) may have been made for the purposes of allocating contractual risk between the parties to the Agreement (by establishing the scope of indemnities relating to such representations and warranties and not for the purpose of establishing these matters as facts), (ii) may or may not have been accurate as of any specific date, and (iii) may be subject to important limitations and qualifications (including exceptions thereto set forth in disclosures made by the Company that are not set forth in the body of the Agreement) and therefore may not be complete. The representations, warranties, indemnities and covenants in the Agreement also may be subject to contractual standards of materiality applicable to the contracting parties that may be very different from those generally applicable to disclosure requirements under the federal securities laws, including for reports and documents filed with the Securities and Exchange Commission (“SEC”). Investors and securities holders should not rely on the representations, warranties, indemnities and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or its subsidiaries or affiliates. The representations, warranties, indemnities and covenants do not purport to be accurate as of the date of filing of this Form 8-K, and the subject matter thereof may change after the date of the Agreement, which subsequent developments or new information may or may not be fully reflected in the Company’s public disclosures. Furthermore, any factual disclosures in the Agreement or this Form 8-K may be supplemented, updated or modified by disclosures contained in,
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and should be considered in conjunction with, reports and other matters the Company files with, or furnishes to, the SEC or otherwise publicly discloses.
Forward-Looking Statements.
The foregoing contains forward-looking statements that reflect management’s current expectations, assumptions and estimates of future performance and economic conditions. Such statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Statements about the Company’s expectations or amount of the purchase price and the timing of completion of the divestiture are forward-looking and involve risks and uncertainties. Other factors that may impact the Company’s results and forward-looking statements may be disclosed in the Company’s filings with the SEC. The Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
| Item 7.01 | Regulation FD Disclosure |
|---|
On April 12, 2021, the Company issued a press release announcing the execution of the Agreement described in Item 1.01 of this Current Report on Form 8-K. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 as well as in Exhibit 99.1 is “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits. |
| --- | --- |
The following exhibit is furnished herewith:
| 99.1 | Press release entitled “Rayonier Advanced Materials Announces Strategic Sale of its Lumber and Newsprint Businesses to GreenFirst Forest Products for approximately $214 million” issued April 12, 2021 |
|---|---|
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
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Signature
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.
| Rayonier Advanced Materials Inc. (Registrant) | |
|---|---|
| BY: | /s/ Richard Colby Slaughter |
| Richard Colby Slaughter | |
| Vice President, General Counsel and Corporate Secretary |
April 14, 2021
3
Document
Exhibit 99.1
| Contacts: | ||
|---|---|---|
| RYAM Media | Ryan Houck | 904-357-9134 |
| RYAM Investors | Mickey Walsh | 904-357-9162 |
| GFP Media & Investors | Jonathan Lowenstein | 416-642-6430 |
Rayonier Advanced Materials Announces Strategic Sale of its Lumber and Newsprint Businesses to GreenFirst Forest Products for approximately $214 million
JACKSONVILLE, Fla. and VANCOUVER, British Columbia, April 12, 2021 – Rayonier Advanced Materials Inc. (NYSE: RYAM) (“RYAM”), a global leader in high purity cellulose pulp, and GreenFirst Forest Products Inc. (TSXV: GFP) (“GreenFirst”), a Canadian lumber company, announced today that the parties have entered into a binding asset purchase agreement (the “Agreement”) pursuant to which RYAM has agreed to sell all of its lumber and newsprint facilities and related assets located in Ontario and Québec, (the “Purchased Assets”) to GreenFirst for an expected purchase price of approximately US$214 million including inventory on hand at the time of closing (the “Purchase Price”) which is payable approximately 85% in cash, 15% in common shares of the capital of GreenFirst. In addition, a chip offset credit note will be issued to RYAM by GreenFirst, in the amount of CDN$7.9 million, which may be set off against amounts owing to GreenFirst for chip purchases, equally over the next 5 years. Notably, RYAM will retain all of the cash generated by the Purchased Assets plus all softwood lumber duties, including earned interest on the duties, paid to the U.S. Department of Commerce through the closing date. RYAM estimates the duties to be approximately $110 million at the time of closing.
The Purchased Assets:
•include six lumber mills which are located in Chapleau, Cochrane, Hearst and Kapuskasing in Ontario and in Béarn and La Sarre in Québec as well as one newsprint mill located in Kapuskasing, Ontario.
•produced 604 million board feet in 2020 with a combined nameplate capacity of 755 million board feet and are capable of producing a wide range of forest products used in residential and commercial construction, including dimensional lumber, wood chips and by-products.
•include the lumber and newsprint mills as well as certain real property, machinery, inventory, permits, licenses and other related assets.
•exclude accounts receivable and accounts payable.
RYAM and GreenFirst have also agreed to a 20-year residual fiber supply agreement to meet the continued fiber sourcing needs of RYAM’s High Purity Cellulose, High Yield and Paperboard operations in Temiscaming, Québec. The closing of the Agreement, which is expected to occur in the second half of 2021, but not prior to July 31, is subject to customary closing conditions, including receipt of regulatory approvals, the transfer of forestry licenses and the approval of the TSX Venture Exchange.
CORPORATE HEADQUARTERS
1301 Riverplace Boulevard Suite 2300 Jacksonville, FL 32207
904.357.4600 fax 904.357.9101 www.RayonierAM.com
Exhibit 99.1
“This is a tremendous opportunity,” said Paul Rivett, Incoming Chairman of GreenFirst Forest Products and Chairman of NordStar Capital. “This represents a large step forward to our previously announced strategy of building GreenFirst as focused on lumber, newsprint and forestry investments. We are excited to be expanding our manufacturing footprint through this investment and to beginning a new chapter with all of Rayonier Advanced Material’s sawmill and forestry employees in Ontario and Québec.”
“The sale of the lumber and newsprint businesses allows us to divest non-core assets at an attractive valuation and positions Rayonier Advanced Materials to further invest in the earnings growth of our core High Purity Cellulose assets and its biofuture while also reducing overall debt. Through our ongoing ownership in GreenFirst, we expect to participate in further upside while maintaining optionality to monetize at an appropriate time,” said Paul G. Boynton, President and Chief Executive Officer of Rayonier Advanced Materials. “I want to personally thank the lumber and newsprint management team and employees for their dedicated work for Rayonier Advanced Materials. We wish them well as they begin a new chapter with GreenFirst.”
For Rayonier Advanced Materials, BofA Securities is serving as financial advisor and McCarthy Tétrault LLP is serving as legal counsel. For GreenFirst, RBC Capital Markets is serving as financial advisor, NordStar Capital is serving as transactional advisor, Norton Rose Fulbright
Canada LLP is serving as legal counsel and KPMG Transaction Services assisted with due diligence.
GreenFirst shareholders are directed to GreenFirst’s standalone press release issued today, which provides additional operational and financial information concerning the transaction.
About Rayonier Advanced Materials
Rayonier Advanced Materials is a global leader of cellulose-based technologies, including high purity cellulose specialties, a natural polymer commonly found in filters, food, pharmaceuticals and other industrial applications. The Company also manufactures products for lumber, paper and packaging markets. With manufacturing operations in the U.S., Canada and France, Rayonier Advanced Materials employs approximately 4,000 people and generates approximately $1.7 billion of revenues. More information is available at www.rayonieram.com.
About GreenFirst Forest Products
GreenFirst is a forest-first business, focused on environmentally sustainable forest management and lumber production. We believe that sustainable forest planting and harvesting, coupled with the long-term green advantage of lumber, provide GreenFirst with significant cyclical and secular advantages in building products. GreenFirst’s long-term pursuit is to be a global leader in environmentally sustainable lumber. For more information, please visit: www.gffp.ca
Forward-Looking Statements
Certain statements in this press release may constitute forward-looking statements that reflect management’s expectations regarding GreenFirst’s and Rayonier Advanced Materials’ future growth, financial performance and business prospects and opportunities, including in respect of the proposed transaction, as of the date of this press release. For example, this release includes, among others, forward-looking statements regarding GreenFirst’s and Rayonier Advanced Materials’ expectations regarding the anticipated benefits of the transaction; the future performance of the underlying businesses; the impact of the transaction on GreenFirst and its business; the anticipated receipt of required regulatory approvals; and the anticipated timing for closing the transaction. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "anticipate", "believe", "plan", "forecast", "expect", "estimate", "predict", "intend", "would", "could", "if", "may" and similar expressions. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking.
All such statements are made pursuant to the “safe harbour” provisions of applicable Canadian securities legislation as well as the “safe harbor” provisions of applicable U.S. securities law, including without limitation the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These statements reflect current expectations of management regarding future events and operating performance and speak only as of the date of this press release. In addition, forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes.
By their nature, forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that management's assumptions may not be accurate and that actual results, performance or achievements may differ significantly from such predictions, forecasts, conclusions or projections expressed or implied by such forward-looking statements. We caution readers not to place undue reliance on the forward-looking statements in this press release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, outlooks, expectations, goals, estimates or intentions expressed in the forward-looking statements.
CORPORATE HEADQUARTERS
1301 Riverplace Boulevard Suite 2300 Jacksonville, FL 32207
904.357.4600 fax 904.357.9101 www.RayonierAM.com
Exhibit 99.1
These factors include, but are not limited to: general global economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; relationships with employees, customers, business partners and competitors; and diversion of management time on the transaction. There are also risks that are inherent in the nature of the transaction, including failure to satisfy the conditions to the completion of the transaction and failure to obtain any required regulatory and other approvals (or to do so in a timely manner). The anticipated timeline for completion of the transaction may change for a number of reasons, including the inability to secure necessary regulatory or other approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the transaction. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of the transaction.
GreenFirst and Rayonier Advanced Materials caution that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect our results.
When relying on forward-looking statements to make decisions with respect to GreenFirst, Rayonier Advanced Materials and their securities, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Neither GreenFirst and Rayonier Advanced Materials do not intend, and disclaim any obligation, to update any forward-looking statements, whether written or oral, or whether as a result of new information or otherwise, except as may be required by law.
Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
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CORPORATE HEADQUARTERS
1301 Riverplace Boulevard Suite 2300 Jacksonville, FL 32207
904.357.4600 fax 904.357.9101 www.RayonierAM.com