Rayonier Advanced Materials Inc 8-K, filed Mar 9, 2020
Rayonier Advanced Materials Inc. (RYAM)
About this 8-K
Rayonier Advanced Materials Inc filed this 8-K on March 9, 2020, reporting on events of March 6, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER
Incorporated in the State of
I.R.S. Employer Identification Number
Rayonier Advanced Materials Inc.
(Principal Executive Office)
Telephone Number:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Trading Symbol(s) |
Name of each exchange on which registered | ||
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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. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 6, 2020, Rayonier Advanced Materials Inc. (the “Company”) entered in an Agreement (the “Agreement”) with Pangaea Ventures, L.P. and Ortelius Advisors L.P. (collectively, the “Pangaea Parties”). Under the Agreement, the Company agreed that (i) its board of directors (the “Board”) will nominate DeLyle W. Bloomquist, Paul G. Boynton and David Mariano (collectively, the “Nominees”) as Class III directors at the 2020 annual meeting of the Company’s stockholders (the “2020 Annual Meeting”); (ii) the Board will separate the role of Chairman and Chief Executive Officer, effective at the conclusion of the 2020 Annual Meeting; (iii) C. David Brown will tender his resignation as a director of the Company effective at the conclusion of the 2020 Annual Meeting; and (iv) the Board will appoint Ivona Smith to fill the vacancy created by C. David Brown’s resignation. Under the Agreement, the Pangaea Parties agreed to withdraw the nomination of all of their candidates for election at the 2020 Annual Meeting and agreed to vote all of their shares in favor of the election of the Nominees at the 2020 Annual Meeting. The Agreement is filed as Exhibit 10.1 to this Form 8-K, and the foregoing description is qualified by reference to the terms of the Agreement, which is incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Director Resignations
Pursuant to the Agreement, C. David Brown will resign as a director of the Company, effective at the conclusion of the 2020 Annual Meeting.
Director Appointments
Pursuant to the Agreement, the Board will appoint Ivona Smith to fill the vacancy created by C. David Brown’s resignation. As a non-employee director, Ivona Smith will be entitled to receive the same compensation paid by the Company to each of its other nonemployee directors. A description of the compensation paid by the Company to its nonemployee directors is set forth under “Director Compensation” in the Company’s definitive proxy statement for its 2019 annual meeting of stockholders filed with the Securities and Exchange Commission on April 8, 2019, which description is incorporated herein by reference. Ivona Smith does not have any direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
| Item 8.01. | Other Events. |
On March 6, 2020, the Company issued a press release announcing the Agreement. The press release is attached as Exhibit 99.1 hereto and is incorporated by reference into Items 1.01 and 5.02.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |||
| 10.1 |
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| 99.1 |
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| 104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 9, 2020 |
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| Rayonier Advanced Materials Inc. (Registrant) | ||||||
| By: |
/s/ Michael R. Herman | |||||
| Name: |
Michael R. Herman | |||||
| Title: |
Senior Vice President, General Counsel and Corporate Secretary | |||||
Exhibit 10.1
AGREEMENT
This AGREEMENT, dated March 6, 2020 (this “Agreement”), is by and between Rayonier Advanced Materials Inc. (the “Company”), on the one hand, and Pangaea Ventures, L.P. and Ortelius Advisors, L.P. (together, the “Pangaea Parties” and together with the Company, the “parties”), on the other hand. In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Governance Matters. The Company shall nominate only DeLyle W. Bloomquist, Paul G. Boynton, and David Mariano (the “Nominees”) as Class III directors of the Board of Directors of the Company (the “Board”) at the 2020 annual meeting of stockholders of the Company (the “2020 Annual Meeting”), and the Company has been informed by each Nominee that such Nominee shall serve in such capacities if so elected at the 2020 Annual Meeting. The Board shall separate the Chair and CEO role, effective as of the conclusion of the 2020 Annual Meeting. C. David Brown shall tender his resignation as a director of the Company, such resignation to be effective as of the conclusion of the 2020 Annual Meeting, and the Board shall appoint Ivona Smith to fill the vacancy created as a result of such resignation.
Section 2. Support. The Pangaea Parties agree to vote all shares beneficially owned by them in favor of the election of the Nominees at the 2020 Annual Meeting.
Section 3. Withdrawal of Nominations and Stockholder Proposal. The Pangaea Parties hereby withdraw the nomination of all of their candidates for election to the Board at the 2020 Annual Meeting and agree not to nominate any other person for election to the Board at the 2020 Annual Meeting. The Pangaea Parties hereby withdraw all of their stockholder proposals pursuant to Rule 14a-8 under the Exchange Act for the 2020 Annual Meeting and agree not to submit any other stockholder proposal for the 2020 Annual Meeting.
Section 4. Representations and Warranties. Each party represents and warrants to the other party that this Agreement has been duly authorized, executed and delivered by such party and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms.
Section 5. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements entered into and performed solely within the State of Delaware. EACH PARTY ALSO HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND OF THE UNITED STATES OF AMERICA LOCATED IN DELAWARE, for any actions, suits or proceedings arising out of, or relating to, this Agreement or the matters contemplated hereby, and each party agrees not to commence any action, suits or proceeding relating thereto except in such courts.
Section 6. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute the same agreement. Signatures to this agreement transmitted by facsimile transmission, by electronic mail in
“portable document format” (.pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the parties as of the date hereof.
| RAYONIER ADVANCED MATERIALS INC. | ||
| By: | /s/ Paul G. Boynton | |
| Name: | Paul G. Boynton | |
| Title: | President and Chief Executive Officer | |
| PANGAEA VENTURES, L.P. | ||
| BY: | ORTELIUS ADVISORS GP I, LLC, its general partner | |
| By: | /s/ Peter DeSorcy | |
| Name: | Peter DeSorcy | |
| Title: | Managing Member | |
| ORTELIUS ADVISORS, L.P. | ||
| BY: | ORTELIUS MANAGEMENT, LLC, its general partner | |
| By: | /s/ Peter DeSorcy | |
| Name: | Peter DeSorcy | |
| Title: | Managing Member | |
Exhibit 99.1
| Contacts:
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| Media |
Joele Frank, Wilkinson Brimmer Katcher |
Steve Frankel / Viveca Tress |
212-355-4449 | |||||||
| Investors |
Mickey Walsh |
904-357-9162 | ||||||||
Rayonier Advanced Materials Announces Additional Corporate Governance Enhancements
Will Nominate and Appoint Two New Independent Directors to Board
Announces Intention to Separate Chairman and CEO Roles
Reiterates Commitment to Declassification of Board and Elimination of Supermajority Voting Provisions
JACKSONVILLE, Fla. – March 6, 2020 – Rayonier Advanced Materials Inc. (the “Company”) (NYSE:RYAM) today announced that the Company’s Board of Directors will nominate and appoint two new independent directors to the Board. The Board will nominate David C. Mariano as a Class III Director, along with Paul Boynton and De Lyle W. Bloomquist, at the upcoming 2020 Annual Meeting of Stockholders (the “Annual Meeting”). The Board will also appoint Ivona Smith as a Class II Director at the conclusion of the Annual Meeting. In addition, longtime directors C. David Brown and Mark Gaumond have announced that they are planning to retire from the Board, effective as of the Annual Meeting.
“We look forward to having both David and Ivona join our Board,” said Paul Boynton, Chairman, President and Chief Executive Officer. “We expect to benefit from David’s expertise in the cellulose specialties business, as a successful investor, as a strategist, and as a current significant stockholder in our company. Ivona has a proven track record as an investment professional and fund manager with significant knowledge and insights regarding the financial community. Their decades of relevant experience and perspectives will be invaluable to the Company as we execute on our strategic priorities and continue the Board’s efforts to build value.”
Mr. Boynton added, “We greatly appreciate the dedicated service, insights and guidance from both David and Mark over the past six years, and we wish them all the best in the future.”
The Board also announced today that it will separate the roles of Chairman and CEO, effective immediately after the Company’s Annual Stockholder Meeting in May. The Board will name a non-executive Chairman immediately after the Annual Meeting. In connection with these changes, the Board will discontinue the role of Independent Lead Director. Mr. Boynton, who currently serves as Chairman, will continue in his role as President and CEO, and as a director of the Company.
Mr. Boynton concluded, “The steps we are taking today, in addition to our previously announced proposals to declassify the Company’s Board and to eliminate supermajority voting requirements from our governance structure, further underscore our commitment to strong corporate governance practices and proactive Board refreshment. Today’s announcements reflect the results of our engagement with our stockholders and their valued feedback. We will continue to regularly review our Board’s expertise, skills and experience as we execute on our strategic priorities to improve profitability and drive sustained value creation.”
In conjunction with today’s announcement, the Company also announced that it has entered into an agreement with Ortelius Advisors, L.P. (“Ortelius”), which currently owns approximately 5.2% of the Company’s outstanding shares. As part of the agreement, Ortelius has agreed to vote in favor of all of the Company’s nominees at the upcoming Annual Meeting. Additional information about today’s announcement will be filed on a Current Report on Form 8-K with the Securities and Exchange Commission.
Peter DeSorcy, Managing Member and Chief Investment Officer of Ortelius, said, “We are pleased to have worked collaboratively with the Board and management team to reach this agreement. We are confident that the additions of David and Ivona to the Rayonier Advanced Materials Board will advance the Company’s efforts to enhance stockholder value.”
Centerview Partners LLC is serving as Rayonier Advanced Materials’ financial advisor, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel. Polsinelli PC is serving as counsel to Ortelius.
About David Mariano
Since 2011, Mr. Mariano has been Managing Director of DCM Capital, a private investment firm with holdings in the equity and debt of public and private companies. From 1998 to 2011, prior to founding DCM Capital, he was Managing Partner of Wellspring Capital Management, a registered investment advisor focusing on turnaround and restructuring opportunities in a range of industries. From 2006 to 2011, Mr. Mariano served as Executive Chairman of the Board of Neucel Specialty Cellulose, a manufacturer and seller of dissolving wood pulp products, including high purity specialty cellulose and viscose pulps, and in that role he gained extensive experience in operations and building customer relationships in the markets served by Neucel. Since the sale of Neucel in 2011, Mr. Mariano has been a consultant, advisor and investor involving many companies in the dissolving wood pulp industry. During his tenure at Wellspring, Mr. Mariano also served on the boards of several of its portfolio companies, including Paragon Trade Brands, Residential Services Group and Home Décor. Prior to his career at Wellspring, Mr. Mariano was a Managing Director at the Blackstone Group and a Senior Manager at Ernst & Young. Born and raised in Manila in the Philippines, Mr. Mariano holds a bachelor’s degree in economics from Gustavus Adolphus College and an MBA from Duke University.
About Ivona Smith
Ms. Smith is an advisor at Drivetrain LLC, an independent fiduciary services firm. She has over 25 of experience in the financial services industry, providing financial and investment advisory services and acting as portfolio manager and managing director at various investment management and advisory firms, including Restoration Capital Management LLC, a hedge fund that she co-founded in 2001. She also previously served as Managing Director, Fair Oaks Capital LP, Co-Portfolio Manager Tribeca Investments, LLC, a subsidiary of Citigroup/Traveler’s, and as an Analyst and Financial Consultant at various firms, including Kidder Peabody and Ernst and Young. Ms. Smith previously served as an independent director of ITN Networks LLC. Ms. Smith holds a bachelor’s degree in finance from Fordham University and an MBA from NYU Stern School of Business.
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 cell phones, computer screens, filters and pharmaceuticals. 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 $1.8 billion of annual revenues. More information is available at www.rayonieram.com.
Forward-Looking Statements
Certain statements in this document relating to Rayonier Advanced Materials’ future events or developments are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “anticipate,” “guidance,” and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Rayonier Advanced Materials assumes no obligation to update these statements except as is required by law.