Resolute Forest Products Inc.: M&A transaction — Resolute Forest Products acquired by Domtar/Paper Excellence for $20.50/share plus CVR; stock delisted

On March 1, 2023, upon the consummation of the Merger, the Company, Domtar, the U.S. Subsidiary Guarantors and The Bank of New York Mellon entered into a supplemental indenture to the Senior Indenture, dated as of November 19, 2007 (as supplemented and amended, the “Senior Unsecured Notes Indenture”), by and among Domtar, the guarantors party thereto and The Bank of New York Mellon, as trustee, governing Domtar’s outstanding 6.250% senior unsecured notes due 2042 (the “2042 Notes”) and 6.750% senior unsecured notes due 2044 (the “2044 Notes” and, together with the 2042 Notes, the “Senior Unsecured Notes”), pursuant to which the Company and the U.S. Subsidiary Guarantors provided unconditional guarantees of the obligations of Domtar under the Senior Unsecured Notes Indenture and the Unsecured Notes on a senior unsecured basis

On March 1, 2023, upon the consummation of the Merger, the Company, Domtar, the U.S. Subsidiary Guarantors and The Bank of New York Mellon entered into (i) a supplemental indenture to the Indenture, dated as of October 18, 2021 (as supplemented and amended, the “Senior Secured Notes Indenture”), by and among Domtar, the guarantors party thereto and The Bank of New York Mellon, as trustee and collateral agent, governing Domtar’s outstanding 6.750% senior secured notes due 2028 (the “2028 Notes”), pursuant to which the Company and the U.S. Subsidiary Guarantors provided unconditional guarantees of the obligations of Domtar under the Senior Secured Notes Indenture and the 2028 Notes on a senior secured basis

to the Borrower and the Co-Borrower in an aggregate principal amount of up to $620.0 million (resulting in total revolving commitments of up to an aggregate principal amount of $1,000.0 million). Guarantee of Credit Facilities and Grant of Security Interests On March 1, 2023, upon the consummation of the Merger and the closing and funding of the 2023 Domtar Credit

In connection with the Merger on March 1, 2023, (i) Domtar Paper Company, LLC, a Delaware limited liability company (the “Borrower Representative”), and Domtar A.W. LLC, a Delaware limited liability company, both wholly-owned subsidiaries of Domtar (collectively, the “Farm Credit Borrowers”), entered into a Term Loan Credit Agreement (the “Farm Credit Term Loan Credit Agreement”) by and among the Farm Credit Borrowers, Domtar, Holdings, the lenders party thereto (the “Farm Credit Lenders”) and CoBank ACB, as administrative agent and collateral agent, pursuant to which the Farm Credit Lenders agreed to extend term loan facilities to the Farm Credit Borrowers in an aggregate principal amount of $949.0 million

As of the Effective Time, Hardi Wardhana and Sugiarto Kardiman became the directors of the Surviving Corporation.

as of the Effective Time, each of Remi G. Lalonde, Duncan K. Davies, Bradley P. Martin, Randall C. Benson, Suzanne Blanchet, Jennifer C. Dolan, Alain Rhéaume and Michael S. Rousseau ceased to be directors of the Company.

as of the Effective Time, each of Remi G. Lalonde, Duncan K. Davies, Bradley P. Martin, Randall C. Benson, Suzanne Blanchet, Jennifer C. Dolan, Alain Rhéaume and Michael S. Rousseau ceased to be directors of the Company.

as of the Effective Time, each of Remi G. Lalonde, Duncan K. Davies, Bradley P. Martin, Randall C. Benson, Suzanne Blanchet, Jennifer C. Dolan, Alain Rhéaume and Michael S. Rousseau ceased to be directors of the Company.

as of the Effective Time, each of Remi G. Lalonde, Duncan K. Davies, Bradley P. Martin, Randall C. Benson, Suzanne Blanchet, Jennifer C. Dolan, Alain Rhéaume and Michael S. Rousseau ceased to be directors of the Company.

as of the Effective Time, each of Remi G. Lalonde, Duncan K. Davies, Bradley P. Martin, Randall C. Benson, Suzanne Blanchet, Jennifer C. Dolan, Alain Rhéaume and Michael S. Rousseau ceased to be directors of the Company.

as of the Effective Time, each of Remi G. Lalonde, Duncan K. Davies, Bradley P. Martin, Randall C. Benson, Suzanne Blanchet, Jennifer C. Dolan, Alain Rhéaume and Michael S. Rousseau ceased to be directors of the Company.

As of the Effective Time, Hardi Wardhana and Sugiarto Kardiman became the directors of the Surviving Corporation.

as of the Effective Time, each of Remi G. Lalonde, Duncan K. Davies, Bradley P. Martin, Randall C. Benson, Suzanne Blanchet, Jennifer C. Dolan, Alain Rhéaume and Michael S. Rousseau ceased to be directors of the Company.

as of the Effective Time, each of Remi G. Lalonde, Duncan K. Davies, Bradley P. Martin, Randall C. Benson, Suzanne Blanchet, Jennifer C. Dolan, Alain Rhéaume and Michael S. Rousseau ceased to be directors of the Company.

(the “Effective Time”), each share of common stock, par value $0.001 per share, of the Company (the “Company 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

the Company redeemed all of its outstanding $300 million aggregate principal amount of its 4.875% Senior Notes due 2026 (the “Existing Notes”) at a redemption price equal to 102.438% of the principal amount of the Existing Notes redeemed, plus the accrued and unpaid interest on the Existing Notes so redeemed. In connection with such redemption, the indenture governing the Existing Notes, dated as of February 2, 2021, between the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, has been discharged

the Company repaid in full all outstanding amounts under its (i) Credit Agreement, dated as of May 22, 2015 (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Existing ABL Agreement”), among the Company, Resolute FP Canada Inc., certain other subsidiaries of the Company as borrowers or guarantors, various lenders, Bank of America, N.A., as U.S. administrative agent and collateral agent, and Bank of America, N.A. (through its Canada branch), as Canadian administrative agent

(ii) Amended and Restated Credit Agreement, dated as of October 28, 2019 (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Existing Credit Agreement”), among the Company, certain U.S. subsidiaries of the Company, as borrowers and guarantors, various lenders, and American AgCredit, FLCA, as administrative agent and collateral agent

(iii) Secured Delayed Draw Term Loan Facility, dated as of November 4, 2020 (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Existing Delayed Draw Facility” and, collectively with the Existing ABL Agreement and Existing Credit Agreement, the “Existing Facilities”), among Resolute FP Canada Inc., a subsidiary of the Company, as borrower, and Investissement Quebec, as lender, and terminated the Existing Facilities and all commitments by the lenders thereunder to extend further credit thereunder in accordance with its terms and any guarantees in connection therewith were terminated and released