UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
February 21, 2008/February 15, 2008
(Date of Report/Date of earliest event reported)
DOMTAR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE (State of incorporation) |
001-33164 (Commission File Number) |
20-5901152 (IRS Employer Identification No.) |
395 de Maisonneuve Blvd. West
Montreal, Quebec
Canada H3A 1L6
(Address and zip code of principal executive offices)
(514) 848-8555
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
On February 15, 2008 (i) Domtar Corporation (“ Domtar Corp .”), (ii) Domtar Paper Company, LLC (the “ Existing Subsidiary Guarantor ”), (iii) The Bank of New York, as trustee (the “ Trustee ”) and (iv) Conbord Inc., Domtar America Corp. Domtar A.W. Corp., Domtar Enterprises Inc., Domtar Industries Inc., Domtar Maine Corp., Domtar U.S.A. Corp, Domtar Wisconsin Dam Corp., E.B. Eddy Paper, Inc., Port Huron Fiber Corporation and St. Croix Water Power Company, each a direct or indirect subsidiary of Domtar Corp. (collectively, the “ February 15 New Subsidiary Guarantors ”), entered into a supplemental indenture (the “ First Supplemental Indenture ”), supplementing the Indenture, dated as of November 18, 2007 (the “ Indenture ”), among Domtar Corp., the Existing Subsidiary Guarantor and the Trustee, relating to Domtar Corp.’s 7 1/8% Notes due 2015, 5.375% Notes due 2013, 7.875% Notes due 2011 and 9 1 / 2 % Notes due 2016 (collectively, the “ Notes ”).
On February 20, 2008, Domtar Corp., the Existing Subsidiary Guarantor, the Trustee and Ris Paper Company, Inc., an indirect subsidiary of the Company (collectively with the February 15 New Subsidiary Guarantors, the “ New Subsidiary Guarantors ”), entered into a second supplemental indenture (the “ Second Supplemental Indenture ”, and together with the First Supplemental Indenture, the “ Supplemental Indentures ”), supplementing the Indenture related to the Notes.
Pursuant to the Supplemental Indentures, the New Subsidiary Guarantors became guarantors of the Notes.
The foregoing description of the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indentures, copies of which are attached as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit
|
||
4.1 | Supplemental Indenture, dated February 15, 2008, among Domtar Corp., as issuer, Domtar Paper Company, LLC, as existing subsidiary guarantor, The Bank of New York, as Trustee, and the new subsidiary guarantors parties thereto, relating to Domtar Corp.’s 7 1 / 8 % Notes due 2015, 5.375% Notes due 2013, 7.875% Notes due 2011 and 9 1 / 2 % Notes due 2016. | |
4.2 | Second Supplemental Indenture, dated February 20, 2008, among Domtar Corp., as issuer, Domtar Paper Company, LLC, as existing subsidiary guarantor, The Bank of New York, as Trustee, and the new subsidiary guarantor party thereto, relating to Domtar Corp.’s 7 1 / 8 % Notes due 2015, 5.375% Notes due 2013, 7.875% Notes due 2011 and 9 1 / 2 % Notes due 2016. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DOMTAR CORPORATION | ||
By: | /s/ Razvan Theodoru | |
Name: | Razvan Theodoru | |
Title: | Vice-President and Secretary |
Date: February 21, 2008
3
EXHIBIT INDEX
Exhibit
|
Description of Exhibits |
|
4.1 | Supplemental Indenture, dated February 15, 2008, among Domtar Corp., as issuer, Domtar Paper Company, LLC, as existing subsidiary guarantor, The Bank of New York, as Trustee, and the new subsidiary guarantors parties thereto, relating to Domtar Corp.’s 7 1 / 8 % Notes due 2015, 5.375% Notes due 2013, 7.875% Notes due 2011 and 9 1 / 2 % Notes due 2016 | |
4.2 | Second Supplemental Indenture, dated February 20, 2008, among Domtar Corp., as issuer, Domtar Paper Company, LLC, as existing subsidiary guarantor, The Bank of New York, as Trustee, and the new subsidiary guarantor party thereto, relating to Domtar Corp.’s 7 1 / 8 % Notes due 2015, 5.375% Notes due 2013, 7.875% Notes due 2011 and 9 1 / 2 % Notes due 2016 |
4
Exhibit 4.1
EXECUTION VERSION
SUPPLEMENTAL INDENTURE
FOR ADDITIONAL NOTE GUARANTEE
This Supplemental Indenture, dated as of February 15, 2008 (this “ Supplemental Indenture ”), among each new Subsidiary Guarantor set forth on the signature pages hereto (each, a “ New Subsidiary Guarantor ”, and together, the “ New Subsidiary Guarantors ”), Domtar Corporation, a Delaware corporation (together with its successors and assigns, the “ Company ”), Domtar Paper Company, LLC, a Delaware limited liability company, as Subsidiary Guarantor (the “ Existing Subsidiary Guarantor ”), under the Indenture referred to below and Bank of New York, as Trustee (the “ Trustee ”), under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Company, the Existing Subsidiary Guarantor and the Trustee have heretofore executed and delivered an Indenture, dated as of November 19, 2007 (as amended, supplemented, waived or otherwise modified, the “ Indenture ”), providing for the issuance of Securities of the Company (the “ Securities ”);
WHEREAS, pursuant to Section 1011 of the Indenture, the Company is required to cause each U.S. Subsidiary (as defined in the Indenture) that guarantees indebtedness of the Company or any of the Company’s subsidiaries under the Credit Agreement or any other indebtedness of the Company to execute and deliver to the Trustee a supplemental indenture pursuant to which such U.S. Subsidiary will unconditionally guarantee, jointly and severally with each other Subsidiary Guarantor, the Company’s full and prompt payment of the principal of, premium, if any, and interest on the Securities on a senior basis and all other obligations under the Indenture; and
WHEREAS, pursuant to Section 901 of the Indenture, the Trustee, the Company and the Existing Subsidiary Guarantor are authorized to execute and deliver this Supplemental Indenture to supplement the Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantors, the Company, the Existing Subsidiary Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Defined Terms . Unless otherwise defined in this Supplemental Indenture, terms defined in the Indenture are used herein as therein defined.
ARTICLE II
AGREEMENT TO BE BOUND; GUARANTEE
Section 2.1. Agreement to be Bound . Subject to the provisions of Article Fourteen of the Indenture, each New Subsidiary Guarantor hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. Each New Subsidiary Guarantor hereby agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.
Section 2.2. Guarantee . Each New Subsidiary Guarantor hereby fully, unconditionally and irrevocably guarantees as primary obligor and not merely as surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the Securities and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Securities and all other obligations and liabilities of the Company under the Indenture, all as more fully set forth in Article Fourteen thereof.
ARTICLE III
MISCELLANEOUS
Section 3.1. Notices . Any notice or communication delivered to the Company under the provisions of the Indenture shall constitute notice to the New Subsidiary Guarantors.
Section 3.2. Parties . Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.
Section 3.3. Governing Law, etc . This Supplemental Indenture shall be governed by the provisions set forth in Section 112 of the Indenture.
Section 3.4. Severability . In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
Section 3.5. Ratification of Indenture; Supplemental Indenture Part of Indenture . Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.
Section 3.6. Duplicate and Counterpart Originals . The parties may sign any number of copies of this Supplemental Indenture. One signed copy is enough to prove this Supplemental Indenture. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be an original, but all of them together represent the same agreement.
Section 3.7. Headings . The headings of the Articles and Sections in this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered as a part hereof and shall not modify or restrict any of the terms or provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
DOMTAR CORPORATION | ||
By: | /s/ Gilles Pharand | |
Name: Gilles Pharand Title: Senior Vice-President, Law and Corporate Affairs |
DOMTAR PAPER COMPANY, LLC, as Existing Subsidiary Guarantor | ||
By: | /s/ Marvin D. Cooper | |
Name: Marvin D. Cooper Title: President |
CONBORD INC., as New Subsidiary Guarantor | ||
By: | /s/ Gilles Pharand | |
Name: Gilles Pharand Title: President |
DOMTAR AMERICA CORP., as New Subsidiary Guarantor | ||
By: | /s/ Peter W. Strople | |
Name: Peter W. Strople Title: President |
DOMTAR A.W. CORP., as New Subsidiary Guarantor | ||
By: | /s/ Roger H. Brear | |
Name: Roger H. Brear Title: President |
DOMTAR ENTERPRISES, INC., as New Subsidiary Guarantor | ||
By: | /s/ Roger H. Brear | |
Name: Roger H. Brear Title: President |
DOMTAR INDUSTRIES INC., as New Subsidiary Guarantor | ||
By: | /s/ Roger H. Brear | |
Name: Roger H. Brear Title: President |
DOMTAR MAINE CORP., as New Subsidiary Guarantor | ||
By: | /s/ Roger H. Brear | |
Name: Roger H. Brear Title: President |
DOMTAR U.S.A. CORP., as New Subsidiary Guarantor | ||
By: | /s/ Peter W. Strople | |
Name: Peter W. Strople Title: President |
DOMTAR WISCONSIN DAM CORP., as New Subsidiary Guarantor | ||
By: | /s/ Roger H. Brear | |
Name: Roger H. Brear Title: President |
E.B. EDDY PAPER, INC., as New Subsidiary Guarantor | ||
By: | /s/ Mark A. Bessette | |
Name: Mark A. Bessette Title: General Manager |
PORT HURON FIBER CORPORATION, as New Subsidiary Guarantor | ||
By: | /s/ Gilles Pharand | |
Name: Gilles Pharand Title: President |
ST. CROIX WATER POWER COMPANY, as New Subsidiary Guarantor | ||
By: | /s/ Roger H. Brear | |
Name: Roger H. Brear Title: President |
THE BANK OF NEW YORK, as Trustee | ||
By: | /s/ Arlene Thelwell | |
Name: Arlene Thelwell Title: Assistant Vice President |
Exhibit 4.2
EXECUTION VERSION
SECOND SUPPLEMENTAL INDENTURE
FOR ADDITIONAL NOTE GUARANTEE
This Second Supplemental Indenture, dated as of February 20, 2008 (this “ Second Supplemental Indenture ”), among Ris Paper Company, Inc., a New York corporation (the “ New Subsidiary Guarantor ”), Domtar Corporation, a Delaware corporation (together with its successors and assigns, the “ Company ”), Domtar Paper Company, LLC, a Delaware limited liability company, as Subsidiary Guarantor (the “ Existing Subsidiary Guarantor ”), under the Indenture referred to below and Bank of New York, as Trustee (the “ Trustee ”), under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Company, the Existing Subsidiary Guarantor and the Trustee have heretofore executed and delivered an Indenture, dated as of November 19, 2007 (as amended, supplemented, waived or otherwise modified, the “ Indenture ”), providing for the issuance of Securities of the Company (the “ Securities ”);
WHEREAS, pursuant to Section 1011 of the Indenture, the Company is required to cause each U.S. Subsidiary (as defined in the Indenture) that guarantees indebtedness of the Company or any of the Company’s subsidiaries under the Credit Agreement or any other indebtedness of the Company to execute and deliver to the Trustee a supplemental indenture pursuant to which such U.S. Subsidiary will unconditionally guarantee, jointly and severally with each other Subsidiary Guarantor, the Company’s full and prompt payment of the principal of, premium, if any, and interest on the Securities on a senior basis and all other obligations under the Indenture; and
WHEREAS, pursuant to Section 901 of the Indenture, the Trustee, the Company and the Existing Subsidiary Guarantor are authorized to execute and deliver this Second Supplemental Indenture to supplement the Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, the Company, the Existing Subsidiary Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Defined Terms . Unless otherwise defined in this Second Supplemental Indenture, terms defined in the Indenture are used herein as therein defined.
ARTICLE II
AGREEMENT TO BE BOUND; GUARANTEE
Section 2.1. Agreement to be Bound . Subject to the provisions of Article Fourteen of the Indenture, the New Subsidiary Guarantor hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. The New Subsidiary Guarantor hereby agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.
Section 2.2. Guarantee . The New Subsidiary Guarantor hereby fully, unconditionally and irrevocably guarantees as primary obligor and not merely as surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the Securities and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Securities and all other obligations and liabilities of the Company under the Indenture, all as more fully set forth in Article Fourteen thereof.
ARTICLE III
MISCELLANEOUS
Section 3.1. Notices . Any notice or communication delivered to the Company under the provisions of the Indenture shall constitute notice to the New Subsidiary Guarantor.
Section 3.2. Parties . Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Second Supplemental Indenture or the Indenture or any provision herein or therein contained.
Section 3.3. Governing Law, etc . This Second Supplemental Indenture shall be governed by the provisions set forth in Section 112 of the Indenture.
Section 3.4. Severability . In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
Section 3.5. Ratification of Indenture; Second Supplemental Indenture Part of Indenture . Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Second Supplemental Indenture.
Section 3.6. Duplicate and Counterpart Originals . The parties may sign any number of copies of this Second Supplemental Indenture. One signed copy is enough to prove this Supplemental Indenture. This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be an original, but all of them together represent the same agreement.
Section 3.7. Headings . The headings of the Articles and Sections in this Second Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered as a part hereof and shall not modify or restrict any of the terms or provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.
DOMTAR CORPORATION | ||
By: | /s/ Gilles Pharand | |
Name: | Gilles Pharand | |
Title: |
Senior Vice-President, Law and Corporate Affairs |
DOMTAR PAPER COMPANY, LLC, as Existing Subsidiary Guarantor |
||
By: | /s/ Marvin D. Cooper | |
Name: | Marvin D. Cooper | |
Title: | President |
RIS PAPER COMPANY, INC., as New Subsidiary Guarantor |
||
By: | /s/ George G. Mick | |
Name: | George G. Mick | |
Title: | Vice-President and Controller |
THE BANK OF NEW YORK, as Trustee | ||
By: | /s/ Arlene Thelwell | |
Name: | Arlene Thelwell | |
Title: | Assistant Vice President |