--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-056328" form_type: "8-K" ticker: null cik: "0001393066" company_name: "Resolute Forest Products Inc." filed_at: "2023-03-01T23:59:59+00:00" generated_at: "2026-06-18T17:29:33.778760+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Resolute Forest Products acquired by Domtar/Paper Excellence for $20.50/share plus CVR; stock delisted ## Summary - Merger completed March 1, 2023; each share converted into $20.50 cash plus one contingent value right tied to softwood lumber dispute resolution. - All outstanding shares delisted from NYSE and TSX; company will deregister under Exchange Act. - Existing debt facilities repaid and terminated; $300M 4.875% notes redeemed at 102.438% of principal. - Board of directors replaced: all prior directors resigned; Hardi Wardhana and Sugiarto Kardiman appointed. - CEO Remi Lalonde received amended CIC agreement with $4.39M payment payable in two installments. ## SEC filing metadata - accession: 0001193125-23-056328 - form_type: 8-K - cik: 0001393066 - company_name: Resolute Forest Products Inc. - filed_at: 2023-03-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/d476016d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-056328 - JSON: https://secwatch.observer/filing/0001193125-23-056328.json - Plain text: https://secwatch.observer/filing/0001193125-23-056328.txt ## Key facts - Debt Financings Resolute Forest Products Inc. incurred guarantee of guarantee of Domtar's outstanding 6.250% senior unsecured notes due 2042 and 6.750% senior unsecured notes due 2044 (pri with The Bank of New York Mellon (trustee) at 6.250% and 6.750% maturing 2042 and 2044. - Instrument: guarantee - Principal: guarantee of Domtar's outstanding 6.250% senior unsecured notes due 2042 and 6.750% senior unsecured notes due 2044 (pri - Counterparty: The Bank of New York Mellon (trustee) - Rate: 6.250% and 6.750% - Maturity: 2042 and 2044 - Event: incurrence source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - Debt Financings Resolute Forest Products Inc. incurred guarantee of guarantee of Domtar's outstanding 6.750% senior secured notes due 2028 (principal amount not specified in excerpt) with The Bank of New York Mellon (trustee and collateral agent) at 6.750% maturing 2028. - Instrument: guarantee - Principal: guarantee of Domtar's outstanding 6.750% senior secured notes due 2028 (principal amount not specified in excerpt) - Counterparty: The Bank of New York Mellon (trustee and collateral agent) - Rate: 6.750% - Maturity: 2028 - Event: incurrence source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - Debt Financings Resolute Forest Products Inc. amended revolving credit of total revolving commitments of up to $1,000.0 million (increased from prior $380 million to $1,000 million via $620 mill with Incremental ABL Lenders and Barclays Bank PLC as administrative agent and collateral agent at SOFR plus applicable margin of 1.50% to 2.00% or base rate plus 0.50% to 1.00% maturing March 1, 2028. - Instrument: revolving credit - Principal: total revolving commitments of up to $1,000.0 million (increased from prior $380 million to $1,000 million via $620 mill - Counterparty: Incremental ABL Lenders and Barclays Bank PLC as administrative agent and collateral agent - Rate: SOFR plus applicable margin of 1.50% to 2.00% or base rate plus 0.50% to 1.00% - Maturity: March 1, 2028 - Event: amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - Debt Financings Resolute Forest Products Inc. incurred term loan of $949.0 million with Farm Credit Lenders and CoBank ACB as administrative agent and collateral agent at SOFR plus 6.00% or base rate plus 5.00% for 2023-A First Lien Term Loans; SOFR p maturing March 1, 2030 for 2023-A; November 30, 2028 for 2023-B. - Instrument: term loan - Principal: $949.0 million - Counterparty: Farm Credit Lenders and CoBank ACB as administrative agent and collateral agent - Rate: SOFR plus 6.00% or base rate plus 5.00% for 2023-A First Lien Term Loans; SOFR p - Maturity: March 1, 2030 for 2023-A; November 30, 2028 for 2023-B - Event: incurrence source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - Executive change Sugiarto Kardiman was appointed as Director at Resolute Forest Products Inc.. - Action: appointed - Role: Director source text: As of the Effective Time, Hardi Wardhana and Sugiarto Kardiman became the directors of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - Executive change Jennifer C. Dolan departed as Director at Resolute Forest Products Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - Executive change Bradley P. Martin departed as Director at Resolute Forest Products Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - Executive change Remi G. Lalonde departed as Director at Resolute Forest Products Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - Executive change Randall C. Benson departed as Director at Resolute Forest Products Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - Executive change Duncan K. Davies departed as Director at Resolute Forest Products Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - Executive change Michael S. Rousseau departed as Director at Resolute Forest Products Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - Executive change Hardi Wardhana was appointed as Director at Resolute Forest Products Inc.. - Action: appointed - Role: Director source text: As of the Effective Time, Hardi Wardhana and Sugiarto Kardiman became the directors of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - Executive change Suzanne Blanchet departed as Director at Resolute Forest Products Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - Executive change Alain Rhéaume departed as Director at Resolute Forest Products Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - M&A Transactions Resolute Forest Products Inc. underwent a change of control involving Domtar Corporation for $20.50 per share in cash (closed 2023-03-01). - Action: change of control - Counterparty: Domtar Corporation - Consideration: $20.50 per share in cash - Closing: 2023-03-01 source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - Material Agreements Resolute Forest Products Inc. terminated Indenture governing the 4.875% Senior Notes due 2026 with Wells Fargo Bank, National Association valued at $300 million aggregate principal amount. - Action: termination - Agreement: notes offering - Counterparty: Wells Fargo Bank, National Association - Value: $300 million aggregate principal amount source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - Material Agreements Resolute Forest Products Inc. terminated Existing ABL Agreement with 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. - Action: termination - Agreement: credit facility - Counterparty: 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - Material Agreements Resolute Forest Products Inc. terminated Existing Credit Agreement with various lenders and American AgCredit, FLCA, as administrative agent and collateral agent. - Action: termination - Agreement: credit facility - Counterparty: various lenders and American AgCredit, FLCA, as administrative agent and collateral agent source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm - Material Agreements Resolute Forest Products Inc. terminated Existing Delayed Draw Facility with Investissement Quebec. - Action: termination - Agreement: credit facility - Counterparty: Investissement Quebec source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1393066/000119312523056328/0001193125-23-056328-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.