UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 12, 2018

 

 

RESOLUTE FOREST PRODUCTS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33776   98-0526415

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Resolute Forest Products Inc.

111 Duke Street, Suite 5000

Montreal, Quebec, Canada H3C 2M1

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (514) 875-2160

 

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   

 

 

 


Item 8.01. Other Events.

On January 12, 2018, Resolute Forest Products Inc. (the “ Issuer ”), certain subsidiary guarantors and Wells Fargo Bank, N.A (the “ Trustee ”) for the Issuer’s 5.875% Senior Notes due 2023 (the “ Notes ”), entered into a supplemental indenture (the “ Supplemental Indenture ”) providing for an amendment to the indenture governing the Notes (as amended, supplemented or otherwise modified from time to time, the “ Indenture ”).

The Supplemental Indenture became effective upon its execution and delivery by the parties thereto. The Supplemental Indenture became operative upon the Company paying to all Holders a cash fee equal to $1.25 per $1,000 principal amount of Notes held by such Holders, which occurred on January 12, 2018.

Pursuant to the Supplemental Indenture, the definition of “Subsidiary” in the Indenture has been amended to exclude certain direct or indirect subsidiaries of the Issuer that have a “de minimis” value, where “de minimis” value is described in the Supplemental Indenture.

The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is incorporated herein by reference to Exhibit 10.1 to this Current Report on Form 8-K.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Exhibit Description

10.1    Supplemental Indenture, dated as of January 12, 2018 (to the Indenture dated as of May 8, 2013), by and among Resolute Forest Products Inc., certain subsidiary guarantors and Wells Fargo Bank, N.A., as trustee.


SIGNATURE

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.

 

    Resolute Forest Products Inc.
Date: January 12, 2018     By:  

/s/ Jacques P. Vachon

      Name:   Jacques P. Vachon
      Title:  

Senior Vice President and

Chief Legal Officer


EXHIBIT INDEX

 

Exhibit
No.

  

Exhibit Description

10.1   

Supplemental Indenture, dated as of January 12, 2018 (to the Indenture dated as of May  8, 2013), by and among Resolute Forest Products Inc., certain subsidiary guarantors and Wells Fargo Bank, N.A., as trustee.

10.2   

Indenture, dated as of May 8, 2013, among Resolute Forest Products Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee. (incorporated by reference from Exhibit 4.4 to Resolute Forest Products Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed May 10, 2013, SEC File No. 001-33776).

EXHIBIT 10.1

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”) dated as of January 12, 2018, among Resolute Forest Products Inc., a Delaware corporation (the “ Issuer ”), the guarantors party hereto (the “ Guarantors ”), and Wells Fargo Bank, National Association, as trustee (the “ Trustee ”) under the indenture referred to below.

WHEREAS the Issuer, the Guarantors and the Trustee have heretofore executed an indenture, dated as of May 8, 2013, as supplemented by the First Supplemental Indenture, dated as of November 30, 2015 and the Second Supplemental Indenture, dated as of April 25, 2016 (as so supplemented, the “ Indenture ”), providing for the issuance of the Issuer’s 5.875% Senior Notes Due 2023 (the “ Notes ”), pursuant to which an aggregate principal amount of approximately $600,000,000 of Notes have been validly issued and are outstanding as of the date hereof;

WHEREAS, Section 9.02 of the Indenture provides that the Issuer and the Trustee may amend the Indenture with the written consent of the holder or holders of a majority in aggregate principal amount of the outstanding Notes (including consents obtained in connection with a tender offer or exchange for the Notes) (the “ Requisite Consents ”);

WHEREAS, pursuant to a written consent, dated as of December 20, 2017, between a Holder of a majority in aggregate principal amount of the outstanding Notes and the Issuer (the “ Consent ”), a majority in principal amount of the outstanding Notes have validly provided consents and not validly revoked their consents to the adoption of the amendments to the Indenture and the Notes specified below and thus the Requisite Consents have been received;

WHEREAS, this Supplemental Indenture has not resulted in a material modification of the notes previously issued under the Indenture for Foreign Account Tax Compliance Act (FATCA) purposes;

WHEREAS, having received the Requisite Consents from the holders of the outstanding Notes, pursuant to Section 9.02 of the Indenture, the Issuer and the Trustee desire to amend the Indenture;

WHEREAS, the Issuer has delivered to the Trustee, in accordance with Section 9.06 of the Indenture, (i) an Officer’s Certificate and (ii) an Opinion of Counsel stating that the execution of this Supplemental Indenture is authorized or permitted by the Indenture; and

WHEREAS, the Issuer has requested that the Trustee execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1.     Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “ holders ” in this Supplemental Indenture shall refer to the


term “ holders ” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words “ herein ,” “ hereof ” and “ hereby ” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2.     Effectiveness . This Supplemental Indenture shall become effective immediately upon its execution and delivery by the Issuer and the Trustee, but the amendment to the Indenture set forth in Section 3 shall not become operative until the “Consent Consideration” (as defined in the Consent) has been paid to all Holders. If such amendment has not become operative by January 12, 2018, this Supplemental Indenture shall cease to be effective and shall have no further force or effect.

3.     Amendment . The definition of “Subsidiary” in Section 1.01 of the Indenture is amended as by adding the following text immediately prior to the period at the end of such definition:

“; provided, however, that notwithstanding the foregoing, “Subsidiary” shall not include direct or indirect subsidiaries of the Company that have a “de minimis” value as described below and are designated by the Board of Directors as having a “de minimis” value. A subsidiary may be designated as having a “de minimis value” if both the following conditions are met: (i) its market value is less than 0.25% of the consolidated total assets of the Company and its subsidiaries (as determined in accordance with Applicable Accounting Standards) as of the most recently completed fiscal quarter for which internal financial statements are available (it being understood that a negative value shall be deemed to comply with the foregoing clause) and (ii) the aggregate market value of subsidiaries which, at the time of such proposed subsidiary designation, have been designated as having and continue to have “de minimis” value, including the subsidiary to be designated, is less than 0.50% of the consolidated total assets of the Company and its subsidiaries (as determined in accordance with Applicable Accounting Standards) as of the most recently completed fiscal quarter for which internal financial statements are available. For purposes of the foregoing sentence, “market value” shall be determined in good faith by the Board of Directors, which determination may be based on the valuation opinion of a reputable investment bank, valuation firm or accounting firm. At any time that a subsidiary that has been designated as having a “de minimis” value ceases to satisfy the requirements for such designation, such subsidiary shall again be a Subsidiary of the Company.”

4.      Ratification of Indenture; Supplemental Indentures 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 Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

 

2


5.     Governing Law . THIS SUPPLEMENTAL INDENTURE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES INSOFAR AS SUCH PRINCIPLES WOULD DEFER TO THE SUBSTANTIVE LAWS OF SOME OTHER JURISDICTION

6.     Trustee Makes No Representation . The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture or with respect to the Consent.

7.     Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Signatures of the parties hereto transmitted by facsimile or PDF may be used in lieu of the originals shall be deemed to be their original signatures for all purposes.

8.     Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction thereof.

[ Remainder of page intentionally left blank ]

 

3


IN WITNESS WHEREOF, the parties have caused this Third Supplemental Indenture to be duly executed as of the date first written above.

 

RESOLUTE FOREST PRODUCTS INC.,
as the Issuer
By:   /s/ Jo-Ann Longworth
  Name:   Jo-Ann Longworth
  Title:  

Senior Vice President & Chief

Financial Officer

[ Signature Page to the Supplemental Indenture ]


RESOLUTE FP US INC.
BOWATER NUWAY MID-STATES INC.
LAKE SUPERIOR FOREST PRODUCTS INC.
DONOHUE CORP.
FIBREK U.S. INC.
FIBREK RECYCLING U.S. INC.
CALHOUN NEWSPRINT COMPANY
RESOLUTE FP FLORIDA INC.
ATLAS TISSUE HOLDINGS, INC.

ATLAS SOUTHEAST PAPERS, INC.,
as Guarantors

By:   /s/ Jo-Ann Longworth
  Name:   Jo-Ann Longworth
  Title:  

Vice President and

Chief Financial Officer

 

ABIBOW RECYCLING LLC
ABITIBI CONSOLIDATED SALES LLC
RESOLUTE GROWTH US LLC,
as Guarantors

 

By: Resolute Forest Products Inc., its Sole Member

By:   /s/ Jo-Ann Longworth
  Name:   Jo-Ann Longworth
  Title:  

Senior Vice President and

Chief Financial Officer

[ Signature Page to the Supplemental Indenture ]


RESOLUTE FP AUGUSTA LLC,
as Guarantor

 

By: Abitibi Consolidated Sales LLC, its Manager

 

By: Resolute Forest Products Inc., its Sole Member

By:   /s/ Jo-Ann Longworth
  Name:   Jo-Ann Longworth
  Title:   Senior Vice President and Chief Financial Officer

 

AUGUSTA NEWSPRINT HOLDING LLC,
as Guarantor

 

By: Abitibi Consolidated Sales LLC, its Manager

 

By: Resolute Forest Products Inc., its Sole Member

By:   /s/ Jo-Ann Longworth
  Name:   Jo-Ann Longworth
  Title:   Senior Vice President and Chief Financial Officer

 

BOWATER NEWSPRINT SOUTH LLC
FD POWERCO LLC,
as Guarantors
By:   /s/ Jo-Ann Longworth
  Name:   Jo-Ann Longworth
  Title:   Manager

[ Signature Page to the Supplemental Indenture ]


GLPC RESIDUAL MANAGEMENT, LLC,
as Guarantor

 

By: Fibrek Recycling U.S. Inc., its Sole Member

By:   /s/ Jo-Ann Longworth
  Name:   Jo-Ann Longworth
  Title:   Vice President and Chief Financial Officer

 

ATLAS PAPER MILLS, LLC

ACCURATE PAPER HOLDINGS, LLC,
as Guarantors

 

By: Atlas Tissue Holdings, Inc., its Sole Member

By:   /s/ Jo-Ann Longworth
  Name:   Jo-Ann Longworth
  Title:   Vice President and Chief Financial Officer

 

ACCURATE PAPER FLEET, LLC,
as Guarantor

 

By: Accurate Paper Holdings, LLC, its Sole Member

 

By: Atlas Tissue Holdings, Inc., its Sole Member

By:   /s/ Jo-Ann Longworth
  Name:   Jo-Ann Longworth
  Title:   Vice President and Chief Financial Officer

[ Signature Page to the Supplemental Indenture ]


ATLAS PAPER MANAGEMENT, LLC,
as Guarantor

 

By: Atlas Paper Mills, its Sole Member

 

By: Atlas Tissue Holdings, Inc., its Sole Member

  /s/ Jo-Ann Longworth
  Name:   Jo-Ann Longworth
  Title:  

Vice President and

Chief Financial Officer

 

RFP ATLAS SALES LLC,
as Guarantor

 

By: Resolute Growth US LLC, its Sole Member

 

By: Resolute Forest Products Inc., its Sole Member

  /s/ Jo-Ann Longworth
  Name:   Jo-Ann Longworth
  Title:  

Senior Vice President and

Chief Financial Officer

[ Signature Page to the Supplemental Indenture ]


WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By:   /s/ Yana Kisienko
  Name:   Yana Kisienko
  Title:   Vice President

[ Signature Page to the Supplemental Indenture ]