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

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

Item1.01

Entry Into a Material Definitive Agreement.

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.

Item3.02

Unregistered Sales of Equity Securities.

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.

Item7.01

Regulation FD Disclosure.

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.

Item8.01.

Other Events.

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.

Item9.01.

Financial Statements and Exhibits.

(d)
Exhibits

Exhibit Number		Description
2.1		Arrangement Agreement by and between Tembec Inc. and Rayonier Advanced Materials Inc. dated as of May24, 2017*
99.1		Press release, dated May25, 2017
99.3		Investor Presentation made in connection with entering into the Arrangement Agreement

*	The exhibits to the Arrangement Agreement have been omitted from this filing to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any such schedules and exhibits to the U.S. Securities and Exchange Commission upon request.

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Forward-Looking
Statements

This Current
Report on Form 8-K contains statements concerning the timing of
the closing of the transaction and the timing and receipt of
applicable shareholder, court and third party approvals, as well
as other expectations, plans, goals, objectives, assumptions or
information about future events, conditions, results of
operations or performance that may constitute forward-looking
statements or information under applicable securities
legislation. Such forward-looking statements or information are
based on a number of assumptions, which may prove to be
incorrect. In addition to other assumptions identified in this
Current Report on Form 8-K, assumptions have been made regarding,
among other things, the timing of the closing of the transaction
and the receipt of applicable shareholder, court and third party
approvals.

Although the
Company believes that the expectations reflected in such
forward-looking statements or information are reasonable, undue
reliance should not be placed on forward-looking statements
because the Company can give no assurance that such expectations
will prove to be correct. Forward-looking statements or
information are based on current expectations, estimates and
projections that involve a number of risks and uncertainties
which could cause actual results to differ materially from those
anticipated and described in the forward-looking statements or
information. These risks and uncertainties include the risks that
the conditions to the transaction will not be satisfied or the
transaction will not close on the terms expected.

The
forward-looking statements or information contained in this
Current Report on Form 8-K are made as of the date hereof and the
Company undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required
by applicable securities laws.

Additional
Information

In connection with
the proposed Acquisition, Tembec will file a notice of a special
meeting of its shareholders and related information circular (the
Circular) with the Canadian Securities Administrators. Investors
and security holders are advised to read the Circular when it
becomes available because it will contain important information
about the Arrangement and the parties to the Arrangement.
Investors and security holders may obtain a free copy of the
Circular (when available) and other documents filed by Tembec at
the Canadian Securities Administrators website at
www.sedar.com.

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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: May25,
2017

[ Page to Form
8-K]

EXHIBIT
INDEX

Exhibit Number		Description
2.1		Arrangement Agreement by and between Tembec Inc. and Rayonier Advanced Materials Inc. dated as of May24, 2017*
99.1		Press release, dated May25, 2017
99.3		Investor Presentation made in connection with entering into the Arrangement Agreement

*	The exhibits to the Arrangement Agreement have been omitted from this filing

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. RAYONIER ADVANCED MATERIALS INC. (NYSE:RYAM) Recent Trading Information
RAYONIER ADVANCED MATERIALS INC. (NYSE:RYAM) closed its last trading session down -0.01 at 13.25 with 280,289 shares trading hands.