Resolute Launches Tender Offer and Consent Solicitation for its 10.25% Senior Secured Notes

Resolute Launches Tender Offer and Consent Solicitation for its 10.25% Senior
                                Secured Notes

PR Newswire

MONTREAL, April 24, 2013

US $

MONTREAL, April 24, 2013 /PRNewswire/  - Resolute Forest Products Inc.  (NYSE: 
RFP) (TSX: RFP) today announced that it  has launched a cash tender offer  for 
any and all  of its  $501 million  outstanding aggregate  principal amount  of 
10.25% senior secured notes due 2018 (CUSIP # 003687AB6) (the "2018  notes"). 
In connection with the tender offer, Resolute is soliciting consents to  amend 
the 2018 notes and the indenture that governs them to eliminate  substantially 
all the restrictive covenants  and certain events of  default, and to  release 
all the collateral  securing the  2018 notes.  The tender  offer and  consent 
solicitation are  being made  pursuant to  an offer  to purchase  and  consent 
solicitation statement, dated April 24, 2013 (the "offer to purchase"),  which 
more fully sets out the terms and  conditions of the tender offer and  consent 
solicitation.

The tender offer and consent solicitation  will expire at 12:00 midnight,  New 
York City time, on  May 21, 2013, unless  extended or earlier terminated.  We 
refer to  that  date and  time,  as extended  or  earlier terminated,  as  the 
"expiration time".

The "total  consideration" for  each  $1,000 principal  amount of  2018  notes 
validly tendered and the  related consents delivered at  or before 5:00  p.m., 
New York City time, on May 7, 2013,  (which date and time, as the same may  be 
extended, we  refer  to as  the  "early  tender deadline")  and  accepted  for 
purchase will be $1,166.94 per $1,000  principal amount of those notes,  which 
includes an early  tender premium  of $30.00  per $1,000  principal amount  of 
those notes.

The total consideration was  calculated based on a  settlement date of May  8, 
2013 (the "initial settlement date"),  using a weighted average that  assumes: 
(i) $416.2 million of the 2018 notes would be repurchased at a price based  on 
the present  value  of  the  2018 notes'  remaining  cash  flows  through  the 
redemption date of  October 15, 2014  (the "first call  date"), including  the 
applicable redemption price of $1,051.25, minus accrued interest through,  but 
not including, the initial settlement date; and (ii) $85.0 million of the 2018
notes would be repurchased at a price based on the 2018 notes' remaining  cash 
flows through the redemption date of October 4, 2013 (the "special  redemption 
date"), including the applicable redemption price of $1,030.00, minus  accrued 
interest through, but not including, the initial settlement date; in each case
discounted using a rate equal to the U.S. Treasury rate to the first call date
or the special redemption date, as applicable, plus 50 basis points.

Holders who validly tender, and do not withdraw, their 2018 notes and  validly 
deliver their consents at or before the early tender deadline, and whose notes
are  accepted  for   purchase,  will   be  eligible  to   receive  the   total 
consideration. Holders who validly  tender, and do  not withdraw, their  2018 
notes after the early  tender deadline but at  or before the expiration  time, 
and whose notes  are accepted for  purchase, will be  eligible to receive  the 
"tender offer consideration," which is the total consideration less the  early 
tender premium. In  addition, holders whose  2018 notes are  purchased in  the 
tender offer will receive accrued and unpaid interest on their purchased notes
up to, but not including, the applicable settlement date.

We currently expect  the settlement date  for 2018 notes  tendered before  the 
early tender deadline to be  May 8, 2013 (and will  not be before such  date). 
The settlement date for  2018 notes tendered after  the early tender  deadline 
and before the expiration time will occur promptly after the expiration time.

Under the terms of the indenture governing the 2018 notes, before October  15, 
2013, Resolute may at its option, during each 12-month period commencing  with 
October 4, 2010, redeem up to  10% of the original aggregate principal  amount 
of 2018 notes (i.e.,  $85 million principal amount)  at a redemption price  of 
103% of  the  principal  amount  thereof, plus  accrued  and  unpaid  interest 
thereon, if any,  to the redemption  date. Accordingly, if  a holder does  not 
tender its 2018 notes in the tender offer,  up to all of their 2018 notes  may 
be subject to redemption at 103%, plus accrued and unpaid interest.

Concurrently with the tender offer, Resolute is soliciting from holders of the
2018 notes  consents to  proposed  amendments to  the indenture  and  security 
documents governing  the 2018  notes that  would: (i)  eliminate most  of  the 
restrictive covenants,  eliminate certain  events  of default  (the  "proposed 
amendments"); and (ii) release all of the collateral securing the  obligations 
under the 2018 notes  (the "collateral release"). Consents  in respect of  at 
least a majority in aggregate principal  amount of the outstanding 2018  notes 
are required  to approve  the proposed  amendments  and at  least 66  2/3%  in 
aggregate principal  amount of  the  outstanding 2018  notes are  required  to 
approve the collateral release.

Holders are required to consent to the proposed amendments in order to  tender 
their 2018 notes, and  are not permitted to  validly revoke a consent  without 
validly withdrawing  the  previously  tendered  notes  to  which  the  consent 
relates. 2018  notes tendered  can  only be  withdrawn, and  related  consents 
revoked, before  5:00  p.m.,  New York  City  time,  on May  7,  2013,  unless 
extended, except in certain limited circumstances where additional  withdrawal 
rights are required by law.

The tender  offer and  the consent  solicitation are  conditioned upon,  among 
other things, (a) the receipt  of tendered 2018 notes  from the holders of  at 
least two-thirds of  the aggregate  principal amount of  the outstanding  2018 
notes (excluding any 2018 notes owned  by Resolute or any of its  affiliates), 
(b) receipt  of funds  from  certain refinancing  transactions, on  terms  and 
conditions acceptable to Resolute, in an amount sufficient to enable  Resolute 
to purchase the  tendered 2018  notes, pay the  early tender  premium and  pay 
related costs and expenses, and (c) certain other general conditions, each  of 
which is described in more detail in the Offer to Purchase.

The complete terms  and conditions of  the tender offer  are described in  the 
Offer to  Purchase, copies  of  which may  be  obtained by  contacting  Global 
Bondholder Services Corporation, as Information Agent, at (866) 873-7700 (U.S.
toll-free) or (212)  723-6106. The  Company has engaged  BofA Merrill  Lynch, 
Citigroup Global Markets Inc. and BMO Capital Markets Corp. to serve as dealer
managers for the tender offer. Questions concerning the tender offer and  the 
consent solicitation  should  be  directed  to BofA  Merrill  Lynch  at  (888) 
292-0070 (U.S. toll-free) or (980) 388-4813, Citigroup Global Markets Inc.  at 
(800) 558-3745 (U.S. toll-free) or (212) 723-6106 or BMO Capital Markets Corp.
at (212) 702-1191.

This announcement is not an offer to  purchase, a solicitation of an offer  to 
sell or a solicitation of consents with  respect to the 2018 notes or any  new 
securities. The  tender offer  and consent  solicitation are  made solely  by 
means of the Offer to Purchase. The tender offer and consent solicitation are
not being made in any jurisdiction  in which the making or acceptance  thereof 
would not be in compliance with the securities, blue sky or other laws of such
jurisdiction. None of Resolute, the dealer managers and solicitation  agents, 
the information  agent, the  tender agent,  the trustee  and collateral  agent 
under the 2018 notes indenture or any of their respective affiliates is making
any recommendation  as to  whether or  not holders  should tender  all or  any 
portion of their 2018 notes  in the tender offer  or deliver their consent  to 
the proposed amendments.

Cautionary Statements Regarding Forward-Looking Information
Statements in  this  press  release  that are  not  statements  of  historical 
information of Resolute Forest Products Inc. are "forward-looking  statements" 
within the meaning of  the Private Securities Litigation  Reform Act of  1995. 
They include, statements regarding to the  completion of the tender offer  and 
consent solicitation relating to the Notes. Forward-looking statements may  be 
identified by  the  use  of  forward-looking terminology  such  as  the  words 
"should," "would," "could," "will," "may," "expect," "believe,"  "anticipate," 
"attempt," "project" and other terms with similar meaning indicating  possible 
future  events   or   potential  impact   on   our  business   or   Resolute's 
securityholders.

The reader is cautioned not to  place undue reliance on these  forward-looking 
statements. These statements  are based on  management's current  assumptions, 
beliefs and expectations, all of which involve a number of business risks  and 
uncertainties that  could  cause  actual results  to  differ  materially.  The 
potential risks and uncertainties that could cause the tender offer to  differ 
materially from the terms  expressed or implied include,  but are not  limited 
to, the potential risks  and uncertainties set forth  under the heading  "Risk 
Factors" in Part I, Item 1A of  Resolute's annual report on Form 10-K for  the 
year ended December  31, 2012,  filed with  the United  States Securities  and 
Exchange Commission and the Canadian securities regulatory authorities.

All forward-looking statements above are expressly qualified by the cautionary
statements contained above and  in Resolute's other filings  with the SEC  and 
the  Canadian  securities  regulatory  authorities.  Resolute  disclaims   any 
obligation to  publicly  update  or revise  any  forward-looking  information, 
whether as a result of new information, future events or otherwise, except  as 
required by law.

About Resolute Forest Products
Resolute Forest Products is a global leader in the forest products industry
with a diverse range of products, including newsprint, commercial printing
papers, market pulp and wood products. The Company owns or operates over 40
pulp and paper mills and wood products facilities in the United States, Canada
and South Korea, and power generation assets in Canada. Marketing its products
in close to 90 countries, Resolute has third-party certified 100% of its
managed woodlands to at least one of three internationally-recognized
sustainable forest management standards, including 65% certified to the Forest
Stewardship Council^® (FSC^®) standards. The shares of Resolute Forest
Products trade under the stock symbol RFP on both the New York Stock Exchange
and the Toronto Stock Exchange.

Resolute and  other member  companies of  the Forest  Products Association  of 
Canada, as well as  a number of environmental  organizations, are partners  in 
the Canadian Boreal Forest Agreement. The group works to identify solutions to
conservation issues that meet the goal of balancing equally the three  pillars 
of sustainability  linked  to  human activities:  environmental,  social  and 
economic. Resolute  is also  a member  of the  World Wildlife  Fund's  Climate 
Savers program, in which businesses establish ambitious targets to voluntarily
reduce greenhouse gas emissions and work aggressively toward achieving them.

SOURCE Resolute Forest Products Inc.

Contact:

Investors
Rémi G. Lalonde
Vice President, Investor Relations
514 394-2345
ir@resolutefp.com

Media and Others
Seth Kursman
Vice President, Corporate Communications, Sustainability and Government
Affairs
514 394-2398
seth.kursman@resolutefp.com
 
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