Domtar CORP: M&A transaction — Domtar completes acquisition of Resolute Forest Products for $20.50 per share plus contingent value right

Domtar CORP

Merger closed March 1, 2023; Resolute shareholders receive $20.50 cash per share plus one contingent value right tied to softwood lumber dispute resolution.
Domtar committed to divest Dryden, ON pulp mill and Thunder Bay, ON pulp and paper mill to satisfy Canadian competition requirements.
Financing includes $500M equity from affiliate, $666M 2023-A First Lien Term Loans, $210M ABL borrowings, and cash on hand.
New $949M Farm Credit Term Loan Credit Agreement with $666M 2023-A (SOFR+6%, matures 2030) and $283M 2023-B (SOFR+5.75%, matures 2028).
ABL Credit Agreement amended: maturity extended to March 1, 2028, total commitments increased to $1.0B.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Domtar CORP completed an acquisition involving Resolute Forest Products Inc. for $20.50 per share in cash and one contingent value right (closed 2023-03-01).

Action: acquisition
Counterparty: Resolute Forest Products Inc.
Consideration: $20.50 per share in cash and one contingent value right
Closing: 2023-03-01

Exact text from the filing

(the “ Effective Time ”), each share of common stock, par value $0.001 per share, of Resolute (the “ Resolute Common Stock ”), was converted into the right to receive (i) $20.50 in cash, without interest (the “ Upfront Per Share Merger Consideration ”) and (ii) one contractual contingent value right (each a “ Contingent Value Right ”, together with the

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Domtar CORP entered into Farm Credit Term Loan Credit Agreement.

Action: entry
Agreement: credit facility

Exact text from the filing

the full text of the Farm Credit Term Loan Credit Agreement, which is filed as Exhibit 10.3 hereto, and which is incorporated herein by reference.

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Source: SEC EDGAR

accession 0001193125-23-056293

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