Resolute Announces Proposed Offering of Senior Notes
MONTREAL, April 24, 2013
MONTREAL, April 24, 2013 /PRNewswire/ - Resolute Forest Products Inc. (NYSE:
RFP) (TSX: RFP) today announced that it has launched a private offering for
$600 million aggregate principal amount of senior notes due 2023. The notes
will be unsecured and guaranteed by substantially all of Resolute's U.S.
subsidiaries. The net proceeds from the sale of the 2023 notes will be used in
connection with the repurchase, repayment or other discharge of all, or
substantially all, of the $501.2 million outstanding aggregate principal
amount of the Company's 10.25% senior secured notes due 2018. The Company has
contemporaneously launched a tender offer for the 2018 notes, which offer is
scheduled to expire at 12:00 midnight, New York City time, on May 21, 2013,
unless extended by the Company.
The 2018 notes are being sold to qualified institutional buyers in reliance on
Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"),
and to non-U.S. persons in reliance on Regulation S under the Securities Act.
The 2023 notes have not been registered under the Securities Act or any state
securities laws. Therefore, the notes may not be offered or sold in the U.S.
absent registration or an applicable exemption from such registration
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation
or sale of any securities in any jurisdiction in which such offering,
solicitation or sale would be unlawful.
Cautionary Statements Regarding Forward-Looking Information
Statements in this press release that are not 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 the offering of the senior notes and the subsequent
repurchase of the Senior Secured 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 shareholders.
The reader is cautioned not to place undue reliance on these forward-looking
statements, which are not guarantees of future performance. 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
the actual results of the offering of the senior notes or the subsequent
repurchase of the Senior Secured Notes to differ materially from those
expressed or implied by the forward-looking statements. These risks and
uncertainties include, but are not limited to, the possibility that the
offering will not be consummated, and the failure to satisfy any conditions to
the offering. Other potential risks and uncertainties are set forth under the
heading "Risk Factors" in Exhibit 99.4 to Resolute Current Report on Form 8-K
filed with the United States Securities and Exchange Commission on April 24,
All forward-looking statements 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.
Rémi G. Lalonde
Vice President, Investor Relations
Media and Others
Vice President, Corporate Communications, Sustainability and Government
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