RAYONIER ADVANCED MATERIALS INC. (NYSE:RYAM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement.

On July23, 2017, Rayonier Advanced Materials Inc., a Delaware corporation (the “Company”), entered into an Amending Agreement (the “Amendment”) to the Arrangement Agreement, dated as of May24, 2017 (the “Arrangement Agreement”), by and between Tembec Inc., a corporation continued and existing under the laws of Canada (“Tembec”), to which the Company would acquire all of the outstanding common shares of Tembec (the “Arrangement”). The Company and Tembec simultaneously amended and restated the Plan of Arrangement attached to the Arrangement Agreement (the “Plan of Arrangement”) consistent with the Amendment.

As described in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May25, 2017, to the Arrangement Agreement and the Plan of Arrangement, and upon the terms and subject to the conditions described therein, upon the closing of the Arrangement, each outstanding common share of Tembec (“Tembec Common Shares”) (other than Tembec Common Shares directly or indirectly owned by the Company or with respect to which rights of dissent are properly exercised) would have the right to receive, at the holder’s election (subject to proration as described below), (i)C$4.05 in cash (the “Cash Election Consideration”) or (ii)0.2302 shares of common stock of the Company (“Company Common Stock”), with cash paid in lieu of fractional shares (the “Stock Election Consideration”) per Tembec Common Share. Elections for Cash Election Consideration and Stock Election Consideration were subject to proration procedures set forth in the Arrangement Agreement such that 63.3% of the aggregate Tembec Common Shares would receive the Cash Election Consideration and 36.7% of the aggregate Tembec Common Shares would receive the Stock Election Consideration.

The Amendment revises the Cash Election Consideration to be C$4.75 and the Stock Election Consideration to be 0.2542 shares of Company Common Stock, with cash paid in lieu of fractional shares. The Amendment also revises the proration ratio so that 66.8% of the aggregate Tembec Common Shares will receive the Cash Election Consideration and 33.2% of the aggregate Tembec Common Shares will receive the Stock Election Consideration.

The Amendment also provides that the closing of the Arrangement will occur no earlier than October16, 2017.

The Amendment has been unanimously approved by the board of directors of the Company and by the board of directors of Tembec.

The Company has also entered into support and voting agreements with affiliates of Oaktree Capital Management, L.P. and Restructuring Capital Associates L.P. (the “Oaktree Voting Agreement” and the “RCA Voting Agreement,” respectively) to which they will vote approximately 19.6% and 17.1%, respectively, of the Tembec Common Shares outstanding and entitled to vote at the special meeting of Tembec shareholders on July27, 2017 in favor of the Arrangement. Copies of the Oaktree Voting Agreement and the RCA Voting Agreement are attached as Exhibits 10.1 and 10.2 hereto, and are incorporated herein by reference.

The description above of the Arrangement Agreement, the Plan of Arrangement, the Amendment and the support and voting agreements is qualified in its entirety by reference to the terms of the Arrangement Agreement, the Plan of Arrangement, copies of which are attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on May25, 2017, and the Amendment, the Oaktree Voting Agreement and the RCA Voting Agreement, copies of which are attached as Exhibits 2.1, 10.1 and 10.2, respectively, hereto, and are incorporated herein by reference. Other than as expressly modified to the Amendment, the Arrangement Agreement remains in full force and effect as originally executed on May24, 2017.

On July23, 2017, the Company issued a press release announcing the execution of the Amendment. The press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 1.01 by reference.

As described in the Current Report on Form 8-K filed with the SEC on May25, 2017, in connection with the entry into the Arrangement Agreement, the Company entered into a commitment letter, dated May24, 2017, with Bank of America, N.A. (“Bank of America”), Merrill Lynch, Pierce, Fenner& Smith Incorporated (“MLPFS”), Wells Fargo Bank, National Association (“Wells Fargo”) and Wells Fargo Securities, LLC (“WFS” and, together with Bank of America, MLPFS and Wells Fargo, the “Initial Commitment Parties”). On June12, 2017, the Company entered into an amended and restated commitment letter (the “Commitment Letter”) with the Initial Commitment Parties, JPMorgan Chase Bank, N.A. (“JPMCB”), SunTrust Bank (“SunTrust Bank”), SunTrust Robinson Humphrey, Inc. (“STRH” and, together with the Initial Commitment Parties, JPMCB and SunTrust Bank, the “Commitment Parties”), to which certain of the Commitment Parties committed to provide, subject to customary closing conditions, up to $450,000,000 of senior secured term loans as additional tranches under the Company’s existing senior secured credit facility, the proceeds of which may be used to fund all or a portion of the cash portion of the consideration for the Arrangement, to refinance certain existing indebtedness of Tembec and its subsidiaries, and to pay fees, commissions and expenses incurred in connection with the foregoing.

On July23, 2017, in connection with its entry into the Amendment, the Company entered into Amendment No.1 to Amended and Restated Commitment Letter with the Commitment Parties, to which the Commitment Letter was amended to permit the commitments thereunder to remain outstanding after giving effect to the Amendment.

(d) Exhibits

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.

Dated: July23, 2017

[
RAYONIER ADVANCED MATERIALS INC. Exhibit
EX-2.1 2 d428213dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 EXECUTION VERSION AMENDING AGREEMENT This AMENDING AGREEMENT (this “Amendment”),…
To view the full exhibit click here

About RAYONIER ADVANCED MATERIALS INC. (NYSE:RYAM)

Rayonier Advanced Materials Inc. is engaged in producing cellulose specialties. The Company’s product lines include cellulose specialties and commodity products. These products are sold throughout the world to companies for use in various industrial applications and to produce a range of products, including cigarette filters, foods, pharmaceuticals, textiles and electronics. The Company also produces commodity products, primarily commodity viscose and absorbent materials. The Company produces various forms of cellulose specialties products, such as cellulose acetate and high-purity cellulose ethers, and is a supplier of these products. Its production facilities in Jesup, Georgia and Fernandina Beach, Florida, have a combined annual cellulose specialties production capacity of approximately 485,000 metric tons of cellulose specialties and over 245,000 metric tons to commodity products.