Rayonier Advanced Materials Inc 8-K, filed Sep 22, 2021
Rayonier Advanced Materials Inc. (RYAM)
8-K
2021-09-22
For: 2021-09-22
View Original
Added on
April 11, 2026
About this 8-K
Rayonier Advanced Materials Inc filed this 8-K on September 22, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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)
COMMISSION FILE NUMBER 001-36285
Incorporated in the State of Delaware
I.R.S. Employer Identification Number 46-4559529
(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 | ||||||
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 ☐
Rayonier Advanced Materials Inc.
Table of Contents
| Page | |||||||||||
| Item 8.01 | |||||||||||
| Item 9.01 | |||||||||||
| Item 8.01 | Other Events | ||||
As previously disclosed in its Current Report on Form 8-K filed on September 2, 2021, on August 28, 2021 Rayonier Advanced Materials Inc. (“RYAM”) completed the sale of its lumber and newsprint assets to GreenFirst Forest Products, a Canadian lumber company (the “Asset Sale”). In connection therewith, on September 22, 2021, Rayonier A.M. Products Inc. (the “Company”) provided notice to Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”) under that certain Indenture, dated as of December 23, 2020 (as amended, supplemented or otherwise modified from time to time, the “Secured Notes Indenture”), by and among the Company, the guarantors party thereto and the Trustee, that on October 7, 2021 (the “Redemption Date”), the Company intends to use a portion of the net proceeds from the Asset Sale to redeem US$25 million in aggregate principal amount of its outstanding 7.625% Senior Secured Notes due 2026 (the “Secured Notes”) pursuant to the “Special Asset Sale Redemption” provisions in the Secured Notes Indenture at a redemption price of 103.000% of the principal amount of the Secured Notes redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. In addition, during RYAM’s current fiscal quarter ending September 25, 2021, the Company repurchased in the open market approximately US$126.5 million in aggregate principal amount of the Company’s 5.50% Senior Notes due 2024 (the “Unsecured Notes”) and retired them for approximately US$123.5 million.
A copy of RYAM’s press release announcing the intended redemption of the Secured Notes and the repurchase of the Unsecured Notes is furnished herewith as Exhibit 99.1.
The press release referenced in this Item 8.01 shall not be deemed “filed” for purposes of Section 18 of the U.S. 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 of RYAM under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits | ||||
| (d) | Exhibits. | ||||
The following exhibit is furnished herewith:
Press Release dated September 22, 2021. | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. | |||||||
1
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 | |||||||||||
September 22, 2021
2
Exhibit 99.1
Contacts: | ||||||||
| RYAM Media | Ryan Houck | 904-357-9134 | ||||||
RYAM Investors | Mickey Walsh | 904-357-9162 | ||||||
Rayonier Advanced Materials Announces More than $150 Million of Deleveraging
JACKSONVILLE, Fla., September 22, 2021 – Rayonier Advanced Materials Inc. (NYSE: RYAM, the “Company”) announced today that it has provided notice to the trustee under the indenture governing its 7.625% Senior Secured Notes due 2026 (the “Secured Notes”) that on October 7, 2021 it intends to redeem $25 million of the Secured Notes pursuant to the Special Asset Sale Redemption provisions in such indenture at a redemption price of 103.000% of the aggregate principal amount of Secured Notes redeemed, plus accrued and unpaid interest thereon to, but excluding the redemption date. In addition, the Company announced today that during its current fiscal quarter it has repurchased approximately $126.5 million of its 5.50% Senior Notes due 2024 (the “Unsecured Notes”) through open-market transactions and has retired such Unsecured Notes for approximately $123.5 million. With the transactions announced today resulting in more than $150 million of deleveraging, the Company has demonstrated its commitment to focusing on debt reduction as a primary use of near-term cash.
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 paperboard and high-yield pulp markets. With manufacturing operations in the U.S., Canada and France, Rayonier Advanced Materials generated approximately $1.3 billion of revenues during 2020 and currently employs approximately 2,500 people. More information is available at www.rayonieram.com.
Forward-Looking Statements
Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Rayonier Advanced Materials’ or future or expected events, developments or financial or operational performance or results, 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," "anticipate" and other similar language. However, the absence of these or similar words or expressions does not mean that 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 that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties.
Other important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements that may have been made in this document are described or will be described in our filings with the U.S. Securities and Exchange Commission,
CORPORATE HEADQUARTERS
1301 Riverplace Boulevard Suite 2300 Jacksonville, FL 32207
904.357.4600 fax 904.357.9101 www.RayonierAM.com
Exhibit 99.1
including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Rayonier Advanced Materials assumes no obligation to update these statements except as is required by law.
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CORPORATE HEADQUARTERS
1301 Riverplace Boulevard Suite 2300 Jacksonville, FL 32207
904.357.4600 fax 904.357.9101 www.RayonierAM.com