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

Item1.01

On May24, 2017, Rayonier Advanced Materials Inc., a Delaware
corporation (the Company), entered into an Arrangement Agreement
(the Agreement), to which the Company would acquire all of the
outstanding common shares of Tembec Inc., a corporation continued
and existing under the laws of Canada (Tembec).

to the Arrangement Agreement and the Plan of Arrangement attached
to the Arrangement Agreement (the Plan of Arrangement), and upon
the terms and subject to the conditions described therein, each
outstanding share of common stock of Tembec (other than shares
directly or indirectly owned by the Company and other than shares
with respect to which rights of dissent are properly exercised)
will be converted into the right to receive, at the holders
election (subject to proration as described below), (i) C$4.05 in
cash per Tembec common share (the Cash Election Consideration) or
(ii) 0.2302 newly issued shares of common stock of the Company
(the Stock Election Consideration).

Elections for Cash Election Consideration and Stock Election
Consideration are subject to proration procedures set forth in
the Arrangement Agreement so that 63.3% of the aggregate Tembec
common shares will be converted into the Cash Election
Consideration and 36.7% of the aggregate Tembec common shares
will be converted into the Stock Election Consideration.

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

The acquisition contemplated by the Agreement is expected to
close in the second half of 2017 and is to be implemented by way
of an arrangement under the Canada Business Corporations Act (the
Arrangement). The Arrangement is subject to certain closing
conditions, including, among others, approval by Tembec
shareholders, approval of the arrangement by the Superior Court
of Qubec and receipt of regulatory approvals, including approval
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, the Competition Act (Canada) and the Investment
Canada Act, if required, and receipt of other specified
approvals. The Agreement provides for the payment of fees upon
the termination of the Agreement under certain circumstances,
including a payment of a fee by Tembec to the Company in certain
circumstances (including in connection with a superior proposal,
if any, that meets the requirements of the Agreement) and a
payment of a fee by the Company to Tembec in certain
circumstances (including in connection with a failure to obtain
certain regulatory approvals, to the extent specified by the
Agreement).

The description above of the Agreement is qualified in its
entirety by reference to the terms of the Agreement, a copy of
which is filed as Exhibit 2.1 and is incorporated herein by
reference.

The disclosure under Item 1.01 of this Current Report on Form
8-K relating to
the Agreement and the issuance of Stock Election Consideration is
incorporated herein by reference.

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The Company common
stock to be issued in the Arrangement will be issued in reliance
upon Section 3(a)(10) of the U.S. Securities Act of 1933, as
amended (the Securities Act), which exempts from the registration
requirements under the Securities Act any securities that are
issued in exchange for one or more bona fide outstanding
securities where the terms and conditions of such issuance and
exchange are approved, after a hearing upon the fairness of such
terms and conditions at which all persons to whom it is proposed
to issue securities in such exchange shall have the right to
appear, by any court expressly authorized by law to grant such
approval.

On May25, 2017,
the Company issued a press release relating to the entry into the
Agreement described in Item 1.01. A copy of the Companys press
release is furnished herewith as Exhibit 99.1 to this Current
Report on Form 8-K. In addition, on May25, 2017, the Company will
hold a conference call and simultaneous presentation to investors
at 9:00 a.m., Eastern Time to discuss the transactions
contemplated by the Agreement. The Company posted the investor
presentation on the Investor Relations section of its website
available at investors.rayonieram.com and furnished
herewith as Exhibit 99.3 to this Current Report on Form
8-K.

The information in
this Item 7.01 shall not be deemed filed for purposes of
Section18 of the U.S. Securities Exchange Act of 1934, as amended
(the Exchange Act), or incorporated by reference in any filing
under the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.

In connection with
its entry into the Agreement, the Company entered into a
commitment letter, dated May24, 2017 (the Commitment Letter),
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 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 Companys 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 Acquisition, to refinance certain existing indebtedness
of Tembec and its subsidiaries, and to pay fees, commissions and
expenses incurred in connection with the foregoing.

(d)
Exhibits

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Forward-Looking
Statements