|
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
98-0526415
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. employer identification number)
|
111 Duke Street, Suite 5000; Montréal, Quebec; Canada H3C 2M1
|
(Address of principal executive offices) (Zip Code)
|
(514) 875-2160
|
(Registrant’s telephone number, including area code)
|
|
(Former name, former address and former fiscal year, if changed since last report)
|
Large accelerated filer
þ
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
Page
Number
|
|
PART I. FINANCIAL INFORMATION
|
|
|
|
|
|
Item 1. Financial Statements:
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
PART II. OTHER INFORMATION
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
PART I.
|
FINANCIAL INFORMATION
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Sales
|
$
|
888
|
|
|
$
|
905
|
|
|
|
$
|
2,656
|
|
|
$
|
2,751
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales, excluding depreciation, amortization and distribution costs
|
|
681
|
|
|
|
687
|
|
|
|
|
2,026
|
|
|
|
2,097
|
|
|
Depreciation and amortization
|
|
51
|
|
|
|
59
|
|
|
|
|
157
|
|
|
|
176
|
|
|
Distribution costs
|
|
109
|
|
|
|
117
|
|
|
|
|
331
|
|
|
|
348
|
|
|
Selling, general and administrative expenses
|
|
37
|
|
|
|
34
|
|
|
|
|
115
|
|
|
|
115
|
|
|
Closure costs, impairment and other related charges
|
|
—
|
|
|
|
2
|
|
|
|
|
37
|
|
|
|
8
|
|
|
Net gain on disposition of assets
|
|
—
|
|
|
|
—
|
|
|
|
|
(2
|
)
|
|
|
—
|
|
|
Operating income (loss)
|
|
10
|
|
|
|
6
|
|
|
|
|
(8
|
)
|
|
|
7
|
|
|
Interest expense
|
|
(10
|
)
|
|
|
(9
|
)
|
|
|
|
(29
|
)
|
|
|
(32
|
)
|
|
Other income (expense), net
|
|
1
|
|
|
|
(1
|
)
|
|
|
|
14
|
|
|
|
5
|
|
|
Income (loss) before income taxes
|
|
1
|
|
|
|
(4
|
)
|
|
|
|
(23
|
)
|
|
|
(20
|
)
|
|
Income tax benefit (provision)
|
|
14
|
|
|
|
(2
|
)
|
|
|
|
(9
|
)
|
|
|
(22
|
)
|
|
Net income (loss) including noncontrolling interests
|
|
15
|
|
|
|
(6
|
)
|
|
|
|
(32
|
)
|
|
|
(42
|
)
|
|
Net income attributable to noncontrolling interests
|
|
(1
|
)
|
|
|
—
|
|
|
|
|
(4
|
)
|
|
|
(1
|
)
|
|
Net income (loss) attributable to Resolute Forest Products Inc.
|
$
|
14
|
|
|
$
|
(6
|
)
|
|
|
$
|
(36
|
)
|
|
$
|
(43
|
)
|
|
Net income (loss) per share attributable to Resolute Forest Products Inc. common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.16
|
|
|
$
|
(0.07
|
)
|
|
|
$
|
(0.40
|
)
|
|
$
|
(0.46
|
)
|
|
Diluted
|
|
0.15
|
|
|
|
(0.07
|
)
|
|
|
|
(0.40
|
)
|
|
|
(0.46
|
)
|
|
Weighted-average number of Resolute Forest Products Inc. common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
89.9
|
|
|
|
91.1
|
|
|
|
|
89.8
|
|
|
|
93.3
|
|
|
Diluted
|
|
90.4
|
|
|
|
91.1
|
|
|
|
|
89.8
|
|
|
|
93.3
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Net income (loss) including noncontrolling interests
|
$
|
15
|
|
|
$
|
(6
|
)
|
|
|
$
|
(32
|
)
|
|
$
|
(42
|
)
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unamortized prior service credits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in unamortized prior service credits
|
|
(4
|
)
|
|
|
(4
|
)
|
|
|
|
(12
|
)
|
|
|
(12
|
)
|
|
Income tax provision
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
Change in unamortized prior service credits, net of tax
|
|
(4
|
)
|
|
|
(4
|
)
|
|
|
|
(12
|
)
|
|
|
(12
|
)
|
|
Unamortized actuarial losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in unamortized actuarial losses
|
|
12
|
|
|
|
20
|
|
|
|
|
36
|
|
|
|
60
|
|
|
Income tax provision
|
|
(3
|
)
|
|
|
(4
|
)
|
|
|
|
(9
|
)
|
|
|
(13
|
)
|
|
Change in unamortized actuarial losses, net of tax
|
|
9
|
|
|
|
16
|
|
|
|
|
27
|
|
|
|
47
|
|
|
Foreign currency translation
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
|
—
|
|
|
|
(3
|
)
|
|
Other comprehensive income, net of tax
|
|
4
|
|
|
|
11
|
|
|
|
|
15
|
|
|
|
32
|
|
|
Comprehensive income (loss) including noncontrolling interests
|
|
19
|
|
|
|
5
|
|
|
|
|
(17
|
)
|
|
|
(10
|
)
|
|
Comprehensive income attributable to noncontrolling interests
|
|
(1
|
)
|
|
|
—
|
|
|
|
|
(4
|
)
|
|
|
(1
|
)
|
|
Comprehensive income (loss) attributable to Resolute Forest Products Inc.
|
$
|
18
|
|
|
$
|
5
|
|
|
|
$
|
(21
|
)
|
|
$
|
(11
|
)
|
|
|
September 30,
2016 |
December 31,
2015 |
||||||
Assets
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
55
|
|
|
$
|
58
|
|
|
Accounts receivable, net:
|
|
|
|
|
|
|
||
Trade
|
|
374
|
|
|
|
377
|
|
|
Other
|
|
74
|
|
|
|
92
|
|
|
Inventories, net
|
|
561
|
|
|
|
541
|
|
|
Other current assets
|
|
45
|
|
|
|
43
|
|
|
Total current assets
|
|
1,109
|
|
|
|
1,111
|
|
|
Fixed assets, net
|
|
1,839
|
|
|
|
1,810
|
|
|
Amortizable intangible assets, net
|
|
99
|
|
|
|
105
|
|
|
Goodwill
|
|
61
|
|
|
|
59
|
|
|
Deferred income tax assets
|
|
1,022
|
|
|
|
982
|
|
|
Other assets
|
|
182
|
|
|
|
153
|
|
|
Total assets
|
$
|
4,312
|
|
|
$
|
4,220
|
|
|
|
|
|
|
|
|
|
||
Liabilities and equity
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
476
|
|
|
$
|
436
|
|
|
Current portion of long-term debt
|
|
1
|
|
|
|
1
|
|
|
Total current liabilities
|
|
477
|
|
|
|
437
|
|
|
Long-term debt, net of current portion
|
|
726
|
|
|
|
590
|
|
|
Pension and other postretirement benefit obligations
|
|
1,116
|
|
|
|
1,186
|
|
|
Deferred income tax liabilities
|
|
2
|
|
|
|
2
|
|
|
Other liabilities
|
|
55
|
|
|
|
60
|
|
|
Total liabilities
|
|
2,376
|
|
|
|
2,275
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
|
||
Resolute Forest Products Inc. shareholders’ equity:
|
|
|
|
|
|
|
||
Common stock, $0.001 par value. 117.5 shares issued and 89.5 shares outstanding as of September 30, 2016 and December 31, 2015
|
|
—
|
|
|
|
—
|
|
|
Additional paid-in capital
|
|
3,773
|
|
|
|
3,765
|
|
|
Deficit
|
|
(1,162
|
)
|
|
|
(1,126
|
)
|
|
Accumulated other comprehensive loss
|
|
(572
|
)
|
|
|
(587
|
)
|
|
Treasury stock at cost, 28.0 shares as of September 30, 2016 and December 31, 2015
|
|
(120
|
)
|
|
|
(120
|
)
|
|
Total Resolute Forest Products Inc. shareholders’ equity
|
|
1,919
|
|
|
|
1,932
|
|
|
Noncontrolling interests
|
|
17
|
|
|
|
13
|
|
|
Total equity
|
|
1,936
|
|
|
|
1,945
|
|
|
Total liabilities and equity
|
$
|
4,312
|
|
|
$
|
4,220
|
|
|
|
Nine Months Ended September 30, 2016
|
|||||||||||||||||||||||||||
|
Resolute Forest Products Inc. Shareholders’ Equity
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Common
Stock
|
Additional
Paid-In
Capital
|
Deficit
|
Accumulated Other Comprehensive Loss
|
Treasury
Stock
|
Non-controlling
Interests
|
Total Equity
|
|||||||||||||||||||||
Balance as of December 31, 2015
|
$
|
—
|
|
|
$
|
3,765
|
|
|
$
|
(1,126
|
)
|
|
$
|
(587
|
)
|
|
$
|
(120
|
)
|
|
$
|
13
|
|
|
$
|
1,945
|
|
|
Share-based compensation costs for equity-classified awards
|
|
—
|
|
|
|
8
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8
|
|
|
Net (loss) income
|
|
—
|
|
|
|
—
|
|
|
|
(36
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
4
|
|
|
|
(32
|
)
|
|
Other comprehensive income, net of tax
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15
|
|
|
Balance as of September 30, 2016
|
$
|
—
|
|
|
$
|
3,773
|
|
|
$
|
(1,162
|
)
|
|
$
|
(572
|
)
|
|
$
|
(120
|
)
|
|
$
|
17
|
|
|
$
|
1,936
|
|
|
|
Nine Months Ended September 30, 2015
|
|||||||||||||||||||||||||||
|
Resolute Forest Products Inc. Shareholders’ Equity
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Common
Stock
|
Additional
Paid-In
Capital
|
Deficit
|
Accumulated Other Comprehensive Loss
|
Treasury
Stock
|
Non-
controlling
Interests
|
Total Equity
|
|||||||||||||||||||||
Balance as of December 31, 2014
|
$
|
—
|
|
|
$
|
3,754
|
|
|
$
|
(869
|
)
|
|
$
|
(718
|
)
|
|
$
|
(61
|
)
|
|
$
|
11
|
|
|
$
|
2,117
|
|
|
Share-based compensation costs for equity-classified awards
|
|
—
|
|
|
|
10
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10
|
|
|
Net (loss) income
|
|
—
|
|
|
|
—
|
|
|
|
(43
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
1
|
|
|
|
(42
|
)
|
|
Purchases of treasury stock (5.5 shares) (Note 12)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(59
|
)
|
|
|
—
|
|
|
|
(59
|
)
|
|
Other comprehensive income, net of tax
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
32
|
|
|
|
—
|
|
|
|
—
|
|
|
|
32
|
|
|
Balance as of September 30, 2015
|
$
|
—
|
|
|
$
|
3,764
|
|
|
$
|
(912
|
)
|
|
$
|
(686
|
)
|
|
$
|
(120
|
)
|
|
$
|
12
|
|
|
$
|
2,058
|
|
|
|
Nine Months Ended
September 30, |
|||||||
|
2016
|
|
|
2015
|
|
|
||
Cash flows from operating activities:
|
|
|
|
|
|
|
||
Net loss including noncontrolling interests
|
$
|
(32
|
)
|
|
$
|
(42
|
)
|
|
Adjustments to reconcile net loss including noncontrolling interests to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Share-based compensation
|
|
8
|
|
|
|
10
|
|
|
Depreciation and amortization
|
|
157
|
|
|
|
176
|
|
|
Closure costs, impairment and other related charges
|
|
36
|
|
|
|
2
|
|
|
Inventory write-downs related to closures
|
|
5
|
|
|
|
1
|
|
|
Deferred income taxes
|
|
5
|
|
|
|
26
|
|
|
Net pension contributions and other postretirement benefit payments
|
|
(102
|
)
|
|
|
(66
|
)
|
|
Net gain on disposition of assets
|
|
(2
|
)
|
|
|
—
|
|
|
(Gain) loss on translation of foreign currency denominated deferred income taxes
|
|
(53
|
)
|
|
|
160
|
|
|
Loss (gain) on translation of foreign currency denominated pension and other postretirement benefit obligations
|
|
44
|
|
|
|
(148
|
)
|
|
Gain on disposition of equity method investment
|
|
(5
|
)
|
|
|
—
|
|
|
Net planned major maintenance payments
|
|
(6
|
)
|
|
|
(12
|
)
|
|
Changes in working capital:
|
|
|
|
|
|
|
||
Accounts receivable
|
|
21
|
|
|
|
24
|
|
|
Inventories
|
|
(27
|
)
|
|
|
4
|
|
|
Other current assets
|
|
(3
|
)
|
|
|
(7
|
)
|
|
Accounts payable and accrued liabilities
|
|
7
|
|
|
|
(45
|
)
|
|
Other, net
|
|
(2
|
)
|
|
|
7
|
|
|
Net cash provided by operating activities
|
|
51
|
|
|
|
90
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
||
Cash invested in fixed assets
|
|
(177
|
)
|
|
|
(123
|
)
|
|
Disposition of assets
|
|
5
|
|
|
|
—
|
|
|
Increase in countervailing duty cash deposits
|
|
(17
|
)
|
|
|
—
|
|
|
Increase in deposit requirements for letters of credit, net
|
|
—
|
|
|
|
(5
|
)
|
|
Net cash used in investing activities
|
|
(189
|
)
|
|
|
(128
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
||
Net borrowings under revolving credit facilities
|
|
90
|
|
|
|
—
|
|
|
Issuance of long-term debt
|
|
46
|
|
|
|
—
|
|
|
Payments of debt
|
|
(1
|
)
|
|
|
—
|
|
|
Payments of financing and credit facility fees
|
|
(1
|
)
|
|
|
(3
|
)
|
|
Purchases of treasury stock
|
|
—
|
|
|
|
(59
|
)
|
|
Net cash provided by (used in) financing activities
|
|
134
|
|
|
|
(62
|
)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
1
|
|
|
|
(2
|
)
|
|
Net decrease in cash and cash equivalents
|
|
(3
|
)
|
|
|
(102
|
)
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
||
Beginning of period
|
|
58
|
|
|
|
337
|
|
|
End of period
|
$
|
55
|
|
|
$
|
235
|
|
|
(Unaudited, in millions, except per share amounts)
|
Three Months
Ended
September 30, 2016
|
|
Nine Months
Ended
September 30, 2016
|
||||||
Depreciation and amortization
|
$
|
3
|
|
|
|
$
|
9
|
|
|
Net income (loss) attributable to Resolute Forest Products Inc.
|
|
2
|
|
|
|
|
5
|
|
|
Basic net income (loss) per share attributable to Resolute Forest Products Inc.
|
|
0.02
|
|
|
|
|
0.06
|
|
|
Diluted net income (loss) per share attributable to Resolute Forest Products Inc.
|
|
0.02
|
|
|
|
|
0.06
|
|
|
(Unaudited, in millions except per share data)
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
||||||
Sales
|
$
|
931
|
|
|
|
$
|
2,825
|
|
|
Net loss attributable to Resolute Forest Products Inc.
|
|
(7
|
)
|
|
|
|
(44
|
)
|
|
Basic net loss per share attributable to Resolute Forest Products Inc.
|
|
(0.08
|
)
|
|
|
|
(0.47
|
)
|
|
Diluted net loss per share attributable to Resolute Forest Products Inc.
|
|
(0.08
|
)
|
|
|
|
(0.47
|
)
|
|
(Unaudited, in millions)
|
Accelerated
Depreciation
|
Severance
and Other
Costs
|
Total
|
|||||||||
Permanent closure
|
|
|
|
|
|
|
|
|
|
|||
Paper machine in Augusta, Georgia
|
|
|
|
|
|
|
|
|
|
|||
Third quarter
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
First nine months
|
|
32
|
|
|
|
4
|
|
|
|
36
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|||
Third quarter
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
First nine months
|
|
1
|
|
|
|
—
|
|
|
|
1
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|||
Third quarter
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
First nine months
|
|
33
|
|
|
|
4
|
|
|
|
37
|
|
|
(Unaudited, in millions)
|
Impairment of Assets
|
Accelerated
Depreciation
|
Severance
and Other
Costs
|
Total
|
||||||||||||
Permanent closures
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Paper mill in Iroquois Falls, Ontario
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third quarter
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
First nine months
|
|
1
|
|
|
|
1
|
|
|
|
4
|
|
|
|
6
|
|
|
Paper machine in Clermont, Quebec
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Third quarter
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
First nine months
|
|
—
|
|
|
|
2
|
|
|
|
—
|
|
|
|
2
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Third quarter
|
|
—
|
|
|
|
—
|
|
|
|
1
|
|
|
|
1
|
|
|
First nine months
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Third quarter
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
First nine months
|
|
1
|
|
|
|
3
|
|
|
|
4
|
|
|
|
8
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions)
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Foreign exchange (loss) gain
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
|
$
|
3
|
|
|
$
|
(2
|
)
|
|
Gain on disposition of equity method investment
(1)
|
|
—
|
|
|
|
—
|
|
|
|
|
5
|
|
|
|
—
|
|
|
Miscellaneous income
|
|
1
|
|
|
|
4
|
|
|
|
|
6
|
|
|
|
7
|
|
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
|
$
|
14
|
|
|
$
|
5
|
|
|
(1)
|
On February 1, 2016, we sold for total consideration of
$5 million
our interest in Produits Forestiers Petit-Paris Inc., an unconsolidated entity located in Saint-Ludger-de-Milot, Quebec, in which we had a 50% interest, resulting in a gain on disposition of
$5 million
.
|
(Unaudited, in millions)
|
Unamortized Prior Service Credits
|
Unamortized Actuarial Losses
|
Foreign
Currency
Translation
|
Total
|
||||||||||||
Balance as of December 31, 2015
|
$
|
84
|
|
|
$
|
(667
|
)
|
|
$
|
(4
|
)
|
|
$
|
(587
|
)
|
|
Amounts reclassified from accumulated other comprehensive loss
(1)
|
|
(12
|
)
|
|
|
27
|
|
|
|
—
|
|
|
|
15
|
|
|
Balance as of September 30, 2016
|
$
|
72
|
|
|
$
|
(640
|
)
|
|
$
|
(4
|
)
|
|
$
|
(572
|
)
|
|
(1)
|
See the table below for details about these reclassifications.
|
(Unaudited, in millions)
|
Amounts Reclassified From Accumulated Other Comprehensive Loss
|
Affected Line in the Consolidated Statements of Operations
|
|||
Unamortized Prior Service Credits
|
|
|
|
|
|
Amortization of prior service credits
|
$
|
(12
|
)
|
|
Cost of sales, excluding depreciation, amortization and distribution costs
(1)
|
|
|
—
|
|
|
Income tax benefit (provision)
|
|
$
|
(12
|
)
|
|
Net of tax
|
Unamortized Actuarial Losses
|
|
|
|
|
|
Amortization of actuarial losses
|
$
|
36
|
|
|
Cost of sales, excluding depreciation, amortization and distribution costs
(1)
|
|
|
(9
|
)
|
|
Income tax benefit (provision)
|
|
$
|
27
|
|
|
Net of tax
|
Total Reclassifications
|
$
|
15
|
|
|
Net of tax
|
(1)
|
These items are included in the computation of net periodic benefit cost related to our pension and other postretirement benefit (“OPEB”) plans summarized in
Note 9, “Employee Benefit Plans
.”
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||
(Unaudited, in millions)
|
2016
|
|
|
2015
(1)
|
|
|
|
2016
(1)
|
|
|
2015
(1)
|
|
|
Stock options
|
1.5
|
|
|
1.5
|
|
|
|
1.5
|
|
|
1.6
|
|
|
Stock unit awards
|
2.1
|
|
|
1.2
|
|
|
|
2.2
|
|
|
1.2
|
|
|
(1)
|
These stock options and stock unit awards were excluded from the calculation of diluted net loss per share as the impact would have been antidilutive.
|
(Unaudited, in millions)
|
September 30,
2016 |
December 31,
2015 |
||||||
Raw materials and work in process
|
$
|
169
|
|
|
$
|
152
|
|
|
Finished goods
|
|
175
|
|
|
|
179
|
|
|
Mill stores and other supplies
|
|
217
|
|
|
|
210
|
|
|
|
$
|
561
|
|
|
$
|
541
|
|
|
(Unaudited, in millions)
|
September 30,
2016 |
December 31,
2015 |
||||||
5.875% senior notes due 2023:
|
|
|
|
|
|
|
||
Principal amount
|
$
|
600
|
|
|
$
|
600
|
|
|
Deferred financing costs
|
|
(6
|
)
|
|
|
(7
|
)
|
|
Unamortized discount
|
|
(4
|
)
|
|
|
(4
|
)
|
|
Total senior notes due 2023
|
|
590
|
|
|
|
589
|
|
|
Term loan due 2025
|
|
46
|
|
|
|
—
|
|
|
Borrowings under revolving credit facilities
|
|
90
|
|
|
|
—
|
|
|
Capital lease obligation
|
|
1
|
|
|
|
2
|
|
|
Total debt
|
|
727
|
|
|
|
591
|
|
|
Less: Current portion of long-term debt
|
|
(1
|
)
|
|
|
(1
|
)
|
|
Long-term debt, net of current portion
|
$
|
726
|
|
|
$
|
590
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions)
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Service cost
|
$
|
5
|
|
|
$
|
5
|
|
|
|
$
|
15
|
|
|
$
|
17
|
|
|
Interest cost
|
|
54
|
|
|
|
56
|
|
|
|
|
161
|
|
|
|
172
|
|
|
Expected return on plan assets
|
|
(62
|
)
|
|
|
(64
|
)
|
|
|
|
(185
|
)
|
|
|
(198
|
)
|
|
Amortization of actuarial losses
|
|
13
|
|
|
|
21
|
|
|
|
|
40
|
|
|
|
63
|
|
|
Amortization of prior service credits
|
|
—
|
|
|
|
—
|
|
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
$
|
10
|
|
|
$
|
18
|
|
|
|
$
|
30
|
|
|
$
|
53
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions)
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Service cost
|
$
|
1
|
|
|
$
|
1
|
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
Interest cost
|
|
2
|
|
|
|
1
|
|
|
|
|
6
|
|
|
|
5
|
|
|
Amortization of actuarial gains
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
|
(4
|
)
|
|
|
(3
|
)
|
|
Amortization of prior service credits
|
|
(4
|
)
|
|
|
(4
|
)
|
|
|
|
(11
|
)
|
|
|
(11
|
)
|
|
|
$
|
(2
|
)
|
|
$
|
(3
|
)
|
|
|
$
|
(8
|
)
|
|
$
|
(8
|
)
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions)
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Income (loss) before income taxes
|
$
|
1
|
|
|
$
|
(4
|
)
|
|
|
$
|
(23
|
)
|
|
$
|
(20
|
)
|
|
Income tax benefit (provision):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected income tax benefit
|
|
—
|
|
|
|
1
|
|
|
|
|
8
|
|
|
|
7
|
|
|
Changes resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Valuation allowance
(1)
|
|
(20
|
)
|
|
|
(16
|
)
|
|
|
|
(65
|
)
|
|
|
(43
|
)
|
|
Adjustments for unrecognized tax benefits
(2)
|
|
37
|
|
|
|
2
|
|
|
|
|
37
|
|
|
|
3
|
|
|
Foreign exchange
|
|
(5
|
)
|
|
|
(8
|
)
|
|
|
|
(2
|
)
|
|
|
(15
|
)
|
|
State income taxes, net of federal income tax benefit
|
|
2
|
|
|
|
1
|
|
|
|
|
5
|
|
|
|
3
|
|
|
Foreign tax rate differences
|
|
4
|
|
|
|
3
|
|
|
|
|
12
|
|
|
|
6
|
|
|
Effect of change in tax rates
(3)
|
|
—
|
|
|
|
18
|
|
|
|
|
—
|
|
|
|
18
|
|
|
Other, net
(4)
|
|
(4
|
)
|
|
|
(3
|
)
|
|
|
|
(4
|
)
|
|
|
(1
|
)
|
|
|
$
|
14
|
|
|
$
|
(2
|
)
|
|
|
$
|
(9
|
)
|
|
$
|
(22
|
)
|
|
(1)
|
We recorded a valuation allowance of $20 million and $16 million for the three months ended September 30, 2016 and 2015, respectively, and $65 million and $43 million for the nine months ended September 30, 2016 and 2015, respectively, primarily related to our U.S. operations where we recognize a full valuation allowance against our net deferred income tax assets.
|
(2)
|
During the three months ended September 30, 2016, we recorded tax benefits of $37 million, almost all of which related to the release of previously unrecognized tax benefits due to the lapse of the statute of limitations of the applicable jurisdictions.
|
(3)
|
During the three months ended September 30, 2015, we recorded an income tax benefit of
$18 million
as a result of a change in tax rates on deferred income taxes, primarily due to an intercompany asset transfer in connection with an operating company realignment.
|
(4)
|
During the three months ended September 30, 2016, we recorded an income tax provision of $4 million upon the completion of a tax audit.
|
(Unaudited,
in millions)
|
Market Pulp
(1)
|
Tissue
|
Wood Products
(2)
|
Newsprint
|
Specialty
Papers
|
Segment
Total
|
Corporate
and Other
|
Total
|
||||||||||||||||||||||||
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Third quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
$
|
198
|
|
|
$
|
23
|
|
|
$
|
168
|
|
|
$
|
242
|
|
|
$
|
257
|
|
|
$
|
888
|
|
|
$
|
—
|
|
|
$
|
888
|
|
|
2015
|
|
230
|
|
|
|
—
|
|
|
|
131
|
|
|
|
258
|
|
|
|
286
|
|
|
|
905
|
|
|
|
—
|
|
|
|
905
|
|
|
First nine months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
619
|
|
|
|
70
|
|
|
|
432
|
|
|
|
756
|
|
|
|
779
|
|
|
|
2,656
|
|
|
|
—
|
|
|
|
2,656
|
|
|
2015
|
|
679
|
|
|
|
—
|
|
|
|
404
|
|
|
|
838
|
|
|
|
830
|
|
|
|
2,751
|
|
|
|
—
|
|
|
|
2,751
|
|
|
Depreciation and amortization
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Third quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
$
|
10
|
|
|
$
|
2
|
|
|
$
|
7
|
|
|
$
|
17
|
|
|
$
|
11
|
|
|
$
|
47
|
|
|
$
|
4
|
|
|
$
|
51
|
|
|
2015
|
|
14
|
|
|
|
—
|
|
|
|
9
|
|
|
|
16
|
|
|
|
18
|
|
|
|
57
|
|
|
|
2
|
|
|
|
59
|
|
|
First nine months
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
2016
|
|
28
|
|
|
|
6
|
|
|
|
23
|
|
|
|
56
|
|
|
|
34
|
|
|
|
147
|
|
|
|
10
|
|
|
|
157
|
|
|
2015
|
|
40
|
|
|
|
—
|
|
|
|
26
|
|
|
|
48
|
|
|
|
54
|
|
|
|
168
|
|
|
|
8
|
|
|
|
176
|
|
|
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Third quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
$
|
5
|
|
|
$
|
(5
|
)
|
|
$
|
36
|
|
|
$
|
(8
|
)
|
|
$
|
(2
|
)
|
|
$
|
26
|
|
|
$
|
(16
|
)
|
|
$
|
10
|
|
|
2015
|
|
22
|
|
|
|
—
|
|
|
|
9
|
|
|
|
(10
|
)
|
|
|
9
|
|
|
|
30
|
|
|
|
(24
|
)
|
|
|
6
|
|
|
First nine months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
37
|
|
|
|
(11
|
)
|
|
|
52
|
|
|
|
(16
|
)
|
|
|
21
|
|
|
|
83
|
|
|
|
(91
|
)
|
|
|
(8
|
)
|
|
2015
|
|
59
|
|
|
|
—
|
|
|
|
10
|
|
|
|
(10
|
)
|
|
|
31
|
|
|
|
90
|
|
|
|
(83
|
)
|
|
|
7
|
|
|
(1)
|
Market pulp sales excluded inter-segment sales of $11 million and $5 million for the three months ended September 30, 2016 and 2015, respectively, and $26 million and $13 million for the nine months ended September 30, 2016 and 2015, respectively, which are transacted at cost.
|
(2)
|
Wood products sales to our joint ventures, which are transacted at arm’s length negotiated prices, were $4 million and $6 million f
or the three months ended September 30, 2016 and 2015, respectively, and
$14 million
and $15 million for the nine months ended September 30, 2016 and 2015, respectively.
|
(3)
|
As discussed in
Note 1, “Organization and Basis of Presentation
,” we
changed our estimate of the useful lives of certain of our machinery and equipment to reflect a net increase of estimated periods during which these assets will remain in service. The effect of this change in estimate was to (decrease) increase “Depreciation and amortization” by reportable segment for the
three and nine
months ended
September 30, 2016
as follows:
|
(Unaudited, in millions)
|
Market Pulp
|
Tissue
|
Wood Products
|
Newsprint
|
Specialty
Papers
|
Total
|
||||||||||||||||||
Third quarter 2016
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
6
|
|
|
$
|
(2
|
)
|
|
$
|
(3
|
)
|
|
First nine months 2016
|
|
(14
|
)
|
|
|
—
|
|
|
|
(9
|
)
|
|
|
18
|
|
|
|
(4
|
)
|
|
|
(9
|
)
|
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
|
||||||||||||||||||||
For the Three Months Ended September 30, 2016
|
||||||||||||||||||||
(Unaudited, in millions)
|
Parent
|
Guarantor
Subsidiaries
|
Non-guarantor
Subsidiaries
|
Consolidating
Adjustments
|
Consolidated
|
|||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
722
|
|
|
$
|
549
|
|
|
$
|
(383
|
)
|
|
$
|
888
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales, excluding depreciation, amortization and distribution costs
|
|
—
|
|
|
|
684
|
|
|
|
377
|
|
|
|
(380
|
)
|
|
|
681
|
|
|
Depreciation and amortization
|
|
—
|
|
|
|
19
|
|
|
|
32
|
|
|
|
—
|
|
|
|
51
|
|
|
Distribution costs
|
|
—
|
|
|
|
43
|
|
|
|
66
|
|
|
|
—
|
|
|
|
109
|
|
|
Selling, general and administrative expenses
|
|
5
|
|
|
|
14
|
|
|
|
18
|
|
|
|
—
|
|
|
|
37
|
|
|
Operating (loss) income
|
|
(5
|
)
|
|
|
(38
|
)
|
|
|
56
|
|
|
|
(3
|
)
|
|
|
10
|
|
|
Interest expense
|
|
(20
|
)
|
|
|
—
|
|
|
|
(3
|
)
|
|
|
13
|
|
|
|
(10
|
)
|
|
Other income, net
|
|
—
|
|
|
|
11
|
|
|
|
3
|
|
|
|
(13
|
)
|
|
|
1
|
|
|
Equity in income of subsidiaries
|
|
39
|
|
|
|
11
|
|
|
|
—
|
|
|
|
(50
|
)
|
|
|
—
|
|
|
Income (loss) before income taxes
|
|
14
|
|
|
|
(16
|
)
|
|
|
56
|
|
|
|
(53
|
)
|
|
|
1
|
|
|
Income tax benefit
|
|
—
|
|
|
|
—
|
|
|
|
13
|
|
|
|
1
|
|
|
|
14
|
|
|
Net income (loss) including noncontrolling interests
|
|
14
|
|
|
|
(16
|
)
|
|
|
69
|
|
|
|
(52
|
)
|
|
|
15
|
|
|
Net income attributable to noncontrolling interests
|
|
—
|
|
|
|
—
|
|
|
|
(1
|
)
|
|
|
—
|
|
|
|
(1
|
)
|
|
Net income (loss) attributable to Resolute Forest Products Inc.
|
$
|
14
|
|
|
$
|
(16
|
)
|
|
$
|
68
|
|
|
$
|
(52
|
)
|
|
$
|
14
|
|
|
Comprehensive income (loss) attributable to Resolute Forest Products Inc.
|
$
|
18
|
|
|
$
|
(19
|
)
|
|
$
|
75
|
|
|
$
|
(56
|
)
|
|
$
|
18
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
|
||||||||||||||||||||
For the Nine Months Ended September 30, 2016
|
||||||||||||||||||||
(Unaudited, in millions)
|
Parent
|
Guarantor
Subsidiaries
|
Non-guarantor
Subsidiaries
|
Consolidating
Adjustments
|
Consolidated
|
|||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
2,193
|
|
|
$
|
1,602
|
|
|
$
|
(1,139
|
)
|
|
$
|
2,656
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales, excluding depreciation, amortization and distribution costs
|
|
—
|
|
|
|
2,067
|
|
|
|
1,095
|
|
|
|
(1,136
|
)
|
|
|
2,026
|
|
|
Depreciation and amortization
|
|
—
|
|
|
|
62
|
|
|
|
95
|
|
|
|
—
|
|
|
|
157
|
|
|
Distribution costs
|
|
—
|
|
|
|
126
|
|
|
|
205
|
|
|
|
—
|
|
|
|
331
|
|
|
Selling, general and administrative expenses
|
|
15
|
|
|
|
46
|
|
|
|
54
|
|
|
|
—
|
|
|
|
115
|
|
|
Closure costs, impairment and other related charges
|
|
—
|
|
|
|
37
|
|
|
|
—
|
|
|
|
—
|
|
|
|
37
|
|
|
Net gain on disposition of assets
|
|
—
|
|
|
|
—
|
|
|
|
(2
|
)
|
|
|
—
|
|
|
|
(2
|
)
|
|
Operating (loss) income
|
|
(15
|
)
|
|
|
(145
|
)
|
|
|
155
|
|
|
|
(3
|
)
|
|
|
(8
|
)
|
|
Interest expense
|
|
(59
|
)
|
|
|
—
|
|
|
|
(9
|
)
|
|
|
39
|
|
|
|
(29
|
)
|
|
Other income, net
|
|
—
|
|
|
|
46
|
|
|
|
7
|
|
|
|
(39
|
)
|
|
|
14
|
|
|
Equity in income (loss) of subsidiaries
|
|
38
|
|
|
|
(11
|
)
|
|
|
—
|
|
|
|
(27
|
)
|
|
|
—
|
|
|
(Loss) income before income taxes
|
|
(36
|
)
|
|
|
(110
|
)
|
|
|
153
|
|
|
|
(30
|
)
|
|
|
(23
|
)
|
|
Income tax provision
|
|
—
|
|
|
|
(1
|
)
|
|
|
(9
|
)
|
|
|
1
|
|
|
|
(9
|
)
|
|
Net (loss) income including noncontrolling interests
|
|
(36
|
)
|
|
|
(111
|
)
|
|
|
144
|
|
|
|
(29
|
)
|
|
|
(32
|
)
|
|
Net income attributable to noncontrolling interests
|
|
—
|
|
|
|
—
|
|
|
|
(4
|
)
|
|
|
—
|
|
|
|
(4
|
)
|
|
Net (loss) income attributable to Resolute Forest Products Inc.
|
$
|
(36
|
)
|
|
$
|
(111
|
)
|
|
$
|
140
|
|
|
$
|
(29
|
)
|
|
$
|
(36
|
)
|
|
Comprehensive (loss) income attributable to Resolute Forest Products Inc.
|
$
|
(21
|
)
|
|
$
|
(120
|
)
|
|
$
|
164
|
|
|
$
|
(44
|
)
|
|
$
|
(21
|
)
|
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
|
||||||||||||||||||||
For the Three Months Ended September 30, 2015
|
||||||||||||||||||||
(Unaudited, in millions)
|
Parent
|
Guarantor
Subsidiaries
|
Non-guarantor
Subsidiaries
|
Consolidating
Adjustments
|
Consolidated
|
|||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
748
|
|
|
$
|
544
|
|
|
$
|
(387
|
)
|
|
$
|
905
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales, excluding depreciation, amortization and distribution costs
|
|
—
|
|
|
|
696
|
|
|
|
381
|
|
|
|
(390
|
)
|
|
|
687
|
|
|
Depreciation and amortization
|
|
—
|
|
|
|
23
|
|
|
|
36
|
|
|
|
—
|
|
|
|
59
|
|
|
Distribution costs
|
|
—
|
|
|
|
43
|
|
|
|
74
|
|
|
|
—
|
|
|
|
117
|
|
|
Selling, general and administrative expenses
|
|
3
|
|
|
|
12
|
|
|
|
19
|
|
|
|
—
|
|
|
|
34
|
|
|
Closure costs, impairment and other related charges
|
|
—
|
|
|
|
—
|
|
|
|
2
|
|
|
|
—
|
|
|
|
2
|
|
|
Operating (loss) income
|
|
(3
|
)
|
|
|
(26
|
)
|
|
|
32
|
|
|
|
3
|
|
|
|
6
|
|
|
Interest expense
|
|
(19
|
)
|
|
|
—
|
|
|
|
(3
|
)
|
|
|
13
|
|
|
|
(9
|
)
|
|
Other (expense) income, net
|
|
(1
|
)
|
|
|
11
|
|
|
|
2
|
|
|
|
(13
|
)
|
|
|
(1
|
)
|
|
Equity in income of subsidiaries
|
|
17
|
|
|
|
6
|
|
|
|
—
|
|
|
|
(23
|
)
|
|
|
—
|
|
|
(Loss) income before income taxes
|
|
(6
|
)
|
|
|
(9
|
)
|
|
|
31
|
|
|
|
(20
|
)
|
|
|
(4
|
)
|
|
Income tax provision
|
|
—
|
|
|
|
—
|
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
(2
|
)
|
|
Net (loss) income including noncontrolling interests
|
|
(6
|
)
|
|
|
(9
|
)
|
|
|
30
|
|
|
|
(21
|
)
|
|
|
(6
|
)
|
|
Net income attributable to noncontrolling interests
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Net (loss) income attributable to Resolute Forest Products Inc.
|
$
|
(6
|
)
|
|
$
|
(9
|
)
|
|
$
|
30
|
|
|
$
|
(21
|
)
|
|
$
|
(6
|
)
|
|
Comprehensive income (loss) attributable to Resolute Forest Products Inc.
|
$
|
5
|
|
|
$
|
(9
|
)
|
|
$
|
41
|
|
|
$
|
(32
|
)
|
|
$
|
5
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
|
||||||||||||||||||||
For the Nine Months Ended September 30, 2015
|
||||||||||||||||||||
(Unaudited, in millions)
|
Parent
|
Guarantor
Subsidiaries
|
Non-guarantor
Subsidiaries
|
Consolidating
Adjustments
|
Consolidated
|
|||||||||||||||
Sales
|
$
|
—
|
|
|
$
|
2,246
|
|
|
$
|
1,684
|
|
|
$
|
(1,179
|
)
|
|
$
|
2,751
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales, excluding depreciation, amortization and distribution costs
|
|
—
|
|
|
|
2,076
|
|
|
|
1,202
|
|
|
|
(1,181
|
)
|
|
|
2,097
|
|
|
Depreciation and amortization
|
|
—
|
|
|
|
69
|
|
|
|
107
|
|
|
|
—
|
|
|
|
176
|
|
|
Distribution costs
|
|
—
|
|
|
|
125
|
|
|
|
223
|
|
|
|
—
|
|
|
|
348
|
|
|
Selling, general and administrative expenses
|
|
9
|
|
|
|
38
|
|
|
|
68
|
|
|
|
—
|
|
|
|
115
|
|
|
Closure costs, impairment and other related charges
|
|
—
|
|
|
|
—
|
|
|
|
8
|
|
|
|
—
|
|
|
|
8
|
|
|
Operating (loss) income
|
|
(9
|
)
|
|
|
(62
|
)
|
|
|
76
|
|
|
|
2
|
|
|
|
7
|
|
|
Interest expense
|
|
(55
|
)
|
|
|
(2
|
)
|
|
|
(7
|
)
|
|
|
32
|
|
|
|
(32
|
)
|
|
Other (expense) income, net
|
|
(2
|
)
|
|
|
32
|
|
|
|
7
|
|
|
|
(32
|
)
|
|
|
5
|
|
|
Equity in income of subsidiaries
|
|
23
|
|
|
|
6
|
|
|
|
—
|
|
|
|
(29
|
)
|
|
|
—
|
|
|
(Loss) income before income taxes
|
|
(43
|
)
|
|
|
(26
|
)
|
|
|
76
|
|
|
|
(27
|
)
|
|
|
(20
|
)
|
|
Income tax benefit (provision)
|
|
—
|
|
|
|
4
|
|
|
|
(25
|
)
|
|
|
(1
|
)
|
|
|
(22
|
)
|
|
Net (loss) income including noncontrolling interests
|
|
(43
|
)
|
|
|
(22
|
)
|
|
|
51
|
|
|
|
(28
|
)
|
|
|
(42
|
)
|
|
Net income attributable to noncontrolling interests
|
|
—
|
|
|
|
—
|
|
|
|
(1
|
)
|
|
|
—
|
|
|
|
(1
|
)
|
|
Net (loss) income attributable to Resolute Forest Products Inc.
|
$
|
(43
|
)
|
|
$
|
(22
|
)
|
|
$
|
50
|
|
|
$
|
(28
|
)
|
|
$
|
(43
|
)
|
|
Comprehensive (loss) income attributable to Resolute Forest Products Inc.
|
$
|
(11
|
)
|
|
$
|
(22
|
)
|
|
$
|
82
|
|
|
$
|
(60
|
)
|
|
$
|
(11
|
)
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
|
||||||||||||||||||||
As of September 30, 2016
|
||||||||||||||||||||
(Unaudited, in millions)
|
Parent
|
Guarantor
Subsidiaries
|
Non-guarantor
Subsidiaries
|
Consolidating
Adjustments
|
Consolidated
|
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
55
|
|
|
Accounts receivable, net
|
|
—
|
|
|
|
304
|
|
|
|
144
|
|
|
|
—
|
|
|
|
448
|
|
|
Accounts receivable from affiliates
|
|
—
|
|
|
|
458
|
|
|
|
363
|
|
|
|
(821
|
)
|
|
|
—
|
|
|
Inventories, net
|
|
—
|
|
|
|
250
|
|
|
|
320
|
|
|
|
(9
|
)
|
|
|
561
|
|
|
Note, advance and interest receivable from parent
|
|
—
|
|
|
|
377
|
|
|
|
—
|
|
|
|
(377
|
)
|
|
|
—
|
|
|
Notes and interest receivable from affiliates
|
|
—
|
|
|
|
48
|
|
|
|
—
|
|
|
|
(48
|
)
|
|
|
—
|
|
|
Other current assets
|
|
—
|
|
|
|
27
|
|
|
|
18
|
|
|
|
—
|
|
|
|
45
|
|
|
Total current assets
|
|
—
|
|
|
|
1,485
|
|
|
|
879
|
|
|
|
(1,255
|
)
|
|
|
1,109
|
|
|
Fixed assets, net
|
|
—
|
|
|
|
697
|
|
|
|
1,142
|
|
|
|
—
|
|
|
|
1,839
|
|
|
Amortizable intangible assets, net
|
|
—
|
|
|
|
43
|
|
|
|
56
|
|
|
|
—
|
|
|
|
99
|
|
|
Goodwill
|
|
—
|
|
|
|
61
|
|
|
|
—
|
|
|
|
—
|
|
|
|
61
|
|
|
Deferred income tax assets
|
|
—
|
|
|
|
—
|
|
|
|
1,020
|
|
|
|
2
|
|
|
|
1,022
|
|
|
Note receivable from parent
|
|
—
|
|
|
|
428
|
|
|
|
—
|
|
|
|
(428
|
)
|
|
|
—
|
|
|
Note receivable from affiliate
|
|
—
|
|
|
|
111
|
|
|
|
—
|
|
|
|
(111
|
)
|
|
|
—
|
|
|
Investments in consolidated subsidiaries and affiliates
|
|
4,120
|
|
|
|
2,036
|
|
|
|
—
|
|
|
|
(6,156
|
)
|
|
|
—
|
|
|
Other assets
|
|
—
|
|
|
|
58
|
|
|
|
124
|
|
|
|
—
|
|
|
|
182
|
|
|
Total assets
|
$
|
4,120
|
|
|
$
|
4,919
|
|
|
$
|
3,221
|
|
|
$
|
(7,948
|
)
|
|
$
|
4,312
|
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable and accrued liabilities
|
$
|
13
|
|
|
$
|
220
|
|
|
$
|
243
|
|
|
$
|
—
|
|
|
$
|
476
|
|
|
Current portion of long-term debt
|
|
—
|
|
|
|
1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1
|
|
|
Accounts payable to affiliates
|
|
458
|
|
|
|
363
|
|
|
|
—
|
|
|
|
(821
|
)
|
|
|
—
|
|
|
Note, advance and interest payable to subsidiaries
|
|
377
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(377
|
)
|
|
|
—
|
|
|
Notes and interest payable to affiliate
|
|
—
|
|
|
|
—
|
|
|
|
48
|
|
|
|
(48
|
)
|
|
|
—
|
|
|
Total current liabilities
|
|
848
|
|
|
|
584
|
|
|
|
291
|
|
|
|
(1,246
|
)
|
|
|
477
|
|
|
Long-term debt, net of current portion
|
|
590
|
|
|
|
136
|
|
|
|
—
|
|
|
|
—
|
|
|
|
726
|
|
|
Note payable to subsidiary
|
|
428
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(428
|
)
|
|
|
—
|
|
|
Note payable to affiliate
|
|
—
|
|
|
|
—
|
|
|
|
111
|
|
|
|
(111
|
)
|
|
|
—
|
|
|
Pension and other postretirement benefit obligations
|
|
—
|
|
|
|
332
|
|
|
|
784
|
|
|
|
—
|
|
|
|
1,116
|
|
|
Deferred income tax liabilities
|
|
—
|
|
|
|
1
|
|
|
|
1
|
|
|
|
—
|
|
|
|
2
|
|
|
Other liabilities
|
|
—
|
|
|
|
24
|
|
|
|
31
|
|
|
|
—
|
|
|
|
55
|
|
|
Total liabilities
|
|
1,866
|
|
|
|
1,077
|
|
|
|
1,218
|
|
|
|
(1,785
|
)
|
|
|
2,376
|
|
|
Total equity
|
|
2,254
|
|
|
|
3,842
|
|
|
|
2,003
|
|
|
|
(6,163
|
)
|
|
|
1,936
|
|
|
Total liabilities and equity
|
$
|
4,120
|
|
|
$
|
4,919
|
|
|
$
|
3,221
|
|
|
$
|
(7,948
|
)
|
|
$
|
4,312
|
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
|
||||||||||||||||||||
As of December 31, 2015
|
||||||||||||||||||||
(Unaudited, in millions)
|
Parent
|
Guarantor
Subsidiaries
|
Non-guarantor
Subsidiaries
|
Consolidating
Adjustments
|
Consolidated
|
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
58
|
|
|
Accounts receivable, net
|
|
—
|
|
|
|
323
|
|
|
|
146
|
|
|
|
—
|
|
|
|
469
|
|
|
Accounts receivable from affiliates
|
|
—
|
|
|
|
421
|
|
|
|
272
|
|
|
|
(693
|
)
|
|
|
—
|
|
|
Inventories, net
|
|
—
|
|
|
|
257
|
|
|
|
290
|
|
|
|
(6
|
)
|
|
|
541
|
|
|
Advance and interest receivable from parent
|
|
—
|
|
|
|
62
|
|
|
|
—
|
|
|
|
(62
|
)
|
|
|
—
|
|
|
Notes and interest receivable from affiliates
|
|
—
|
|
|
|
48
|
|
|
|
—
|
|
|
|
(48
|
)
|
|
|
—
|
|
|
Other current assets
|
|
—
|
|
|
|
21
|
|
|
|
22
|
|
|
|
—
|
|
|
|
43
|
|
|
Total current assets
|
|
—
|
|
|
|
1,145
|
|
|
|
775
|
|
|
|
(809
|
)
|
|
|
1,111
|
|
|
Fixed assets, net
|
|
—
|
|
|
|
629
|
|
|
|
1,181
|
|
|
|
—
|
|
|
|
1,810
|
|
|
Amortizable intangible assets, net
|
|
—
|
|
|
|
46
|
|
|
|
59
|
|
|
|
—
|
|
|
|
105
|
|
|
Goodwill
|
|
—
|
|
|
|
59
|
|
|
|
—
|
|
|
|
—
|
|
|
|
59
|
|
|
Deferred income tax assets
|
|
—
|
|
|
|
—
|
|
|
|
981
|
|
|
|
1
|
|
|
|
982
|
|
|
Notes receivable from parent
|
|
—
|
|
|
|
710
|
|
|
|
—
|
|
|
|
(710
|
)
|
|
|
—
|
|
|
Note receivable from affiliate
|
|
—
|
|
|
|
105
|
|
|
|
—
|
|
|
|
(105
|
)
|
|
|
—
|
|
|
Investments in consolidated subsidiaries and affiliates
|
|
4,067
|
|
|
|
2,047
|
|
|
|
—
|
|
|
|
(6,114
|
)
|
|
|
—
|
|
|
Other assets
|
|
—
|
|
|
|
48
|
|
|
|
105
|
|
|
|
—
|
|
|
|
153
|
|
|
Total assets
|
$
|
4,067
|
|
|
$
|
4,789
|
|
|
$
|
3,101
|
|
|
$
|
(7,737
|
)
|
|
$
|
4,220
|
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable and accrued liabilities
|
$
|
5
|
|
|
$
|
189
|
|
|
$
|
242
|
|
|
$
|
—
|
|
|
$
|
436
|
|
|
Current portion of long-term debt
|
|
—
|
|
|
|
1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1
|
|
|
Accounts payable to affiliates
|
|
433
|
|
|
|
260
|
|
|
|
—
|
|
|
|
(693
|
)
|
|
|
—
|
|
|
Advance and interest payable to subsidiaries
|
|
62
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(62
|
)
|
|
|
—
|
|
|
Notes and interest payable to affiliate
|
|
—
|
|
|
|
—
|
|
|
|
48
|
|
|
|
(48
|
)
|
|
|
—
|
|
|
Total current liabilities
|
|
500
|
|
|
|
450
|
|
|
|
290
|
|
|
|
(803
|
)
|
|
|
437
|
|
|
Long-term debt, net of current portion
|
|
589
|
|
|
|
1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
590
|
|
|
Notes payable to subsidiaries
|
|
710
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(710
|
)
|
|
|
—
|
|
|
Note payable to affiliate
|
|
—
|
|
|
|
—
|
|
|
|
105
|
|
|
|
(105
|
)
|
|
|
—
|
|
|
Pension and other postretirement benefit obligations
|
|
—
|
|
|
|
352
|
|
|
|
834
|
|
|
|
—
|
|
|
|
1,186
|
|
|
Deferred income tax liabilities
|
|
—
|
|
|
|
—
|
|
|
|
2
|
|
|
|
—
|
|
|
|
2
|
|
|
Other liabilities
|
|
1
|
|
|
|
24
|
|
|
|
35
|
|
|
|
—
|
|
|
|
60
|
|
|
Total liabilities
|
|
1,800
|
|
|
|
827
|
|
|
|
1,266
|
|
|
|
(1,618
|
)
|
|
|
2,275
|
|
|
Total equity
|
|
2,267
|
|
|
|
3,962
|
|
|
|
1,835
|
|
|
|
(6,119
|
)
|
|
|
1,945
|
|
|
Total liabilities and equity
|
$
|
4,067
|
|
|
$
|
4,789
|
|
|
$
|
3,101
|
|
|
$
|
(7,737
|
)
|
|
$
|
4,220
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
||||||||||||||||||||
For the Nine Months Ended September 30, 2016
|
||||||||||||||||||||
(Unaudited, in millions)
|
Parent
|
Guarantor
Subsidiaries
|
Non-guarantor
Subsidiaries
|
Consolidating
Adjustments
|
Consolidated
|
|||||||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash invested in fixed assets
|
|
—
|
|
|
|
(126
|
)
|
|
|
(51
|
)
|
|
|
—
|
|
|
|
(177
|
)
|
|
Disposition of assets
|
|
—
|
|
|
|
—
|
|
|
|
5
|
|
|
|
—
|
|
|
|
5
|
|
|
Increase in countervailing duty cash deposits
|
|
—
|
|
|
|
(17
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(17
|
)
|
|
Increase in notes receivable from affiliate
|
|
—
|
|
|
|
(4
|
)
|
|
|
—
|
|
|
|
4
|
|
|
|
—
|
|
|
Net cash used in investing activities
|
|
—
|
|
|
|
(147
|
)
|
|
|
(46
|
)
|
|
|
4
|
|
|
|
(189
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net borrowings under revolving credit facilities
|
|
—
|
|
|
|
90
|
|
|
|
—
|
|
|
|
—
|
|
|
|
90
|
|
|
Issuance of long-term debt
|
|
—
|
|
|
|
46
|
|
|
|
—
|
|
|
|
—
|
|
|
|
46
|
|
|
Payments of debt
|
|
—
|
|
|
|
(1
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(1
|
)
|
|
Payments of financing and credit facility fees
|
|
—
|
|
|
|
(1
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(1
|
)
|
|
Increase in notes payable to affiliate
|
|
—
|
|
|
|
—
|
|
|
|
4
|
|
|
|
(4
|
)
|
|
|
—
|
|
|
Net cash provided by financing activities
|
|
—
|
|
|
|
134
|
|
|
|
4
|
|
|
|
(4
|
)
|
|
|
134
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
|
—
|
|
|
|
1
|
|
|
|
—
|
|
|
|
1
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
|
8
|
|
|
|
(11
|
)
|
|
|
—
|
|
|
|
(3
|
)
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning of period
|
|
—
|
|
|
|
13
|
|
|
|
45
|
|
|
|
—
|
|
|
|
58
|
|
|
End of period
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
55
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
||||||||||||||||||||
For the Nine Months Ended September 30, 2015
|
||||||||||||||||||||
(Unaudited, in millions)
|
Parent
|
Guarantor
Subsidiaries
|
Non-guarantor
Subsidiaries
|
Consolidating
Adjustments
|
Consolidated
|
|||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
106
|
|
|
$
|
(16
|
)
|
|
$
|
—
|
|
|
$
|
90
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash invested in fixed assets
|
|
—
|
|
|
|
(62
|
)
|
|
|
(61
|
)
|
|
|
—
|
|
|
|
(123
|
)
|
|
Increase in deposit requirements for letters of credit, net
|
|
—
|
|
|
|
—
|
|
|
|
(5
|
)
|
|
|
—
|
|
|
|
(5
|
)
|
|
Investment in common stock of subsidiary
|
|
—
|
|
|
|
(225
|
)
|
|
|
—
|
|
|
|
225
|
|
|
|
—
|
|
|
Advance to parent
|
|
—
|
|
|
|
(59
|
)
|
|
|
—
|
|
|
|
59
|
|
|
|
—
|
|
|
Decrease in notes receivable from affiliates
|
|
—
|
|
|
|
3
|
|
|
|
—
|
|
|
|
(3
|
)
|
|
|
—
|
|
|
Net cash used in investing activities
|
|
—
|
|
|
|
(343
|
)
|
|
|
(66
|
)
|
|
|
281
|
|
|
|
(128
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Payments of financing and credit facility fees
|
|
—
|
|
|
|
(2
|
)
|
|
|
(1
|
)
|
|
|
—
|
|
|
|
(3
|
)
|
|
Purchases of treasury stock
|
|
(59
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(59
|
)
|
|
Issuance of common stock
|
|
—
|
|
|
|
—
|
|
|
|
225
|
|
|
|
(225
|
)
|
|
|
—
|
|
|
Advance from subsidiary
|
|
59
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(59
|
)
|
|
|
—
|
|
|
Decrease in notes payable to affiliate
|
|
—
|
|
|
|
—
|
|
|
|
(3
|
)
|
|
|
3
|
|
|
|
—
|
|
|
Net cash (used in) provided by financing activities
|
|
—
|
|
|
|
(2
|
)
|
|
|
221
|
|
|
|
(281
|
)
|
|
|
(62
|
)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
|
—
|
|
|
|
(2
|
)
|
|
|
—
|
|
|
|
(2
|
)
|
|
Net (decrease) increase in cash and cash equivalents
|
|
—
|
|
|
|
(239
|
)
|
|
|
137
|
|
|
|
—
|
|
|
|
(102
|
)
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning of period
|
|
—
|
|
|
|
257
|
|
|
|
80
|
|
|
|
—
|
|
|
|
337
|
|
|
End of period
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
217
|
|
|
$
|
—
|
|
|
$
|
235
|
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Competitive cost structure
- as a result of aggressive cost reductions and mill rationalizations, today we compete as a leading, lower-cost North American producer. Maintaining this competitive advantage is our key focus. We are committed to maximizing shareholder value and earnings power by: stressing our guiding principles of operational excellence in everything we do; pushing to optimize our asset base in order to maximize the utilization of our most cost-effective mills; and streamlining production to adapt to changing market dynamics.
|
•
|
Synergistic and diversified asset base
- we apply our principles of operational excellence to our synergistic and diversified asset base, one that has evolved with time as we execute our gradual retreat from certain paper grades toward more sustainable long-term businesses. Put simply, we use cash flow from our optimized paper segments to grow our business for the long-term, including: the Calhoun, Tennessee, tissue manufacturing and converting facility scheduled for ramp-up in 2017; the two tissue mills and the three pulp mills we acquired in 2015 and 2012, respectively; the capacity enhancement initiatives in wood products; and the continuous pulp digester project at the Calhoun pulp and paper facility. This synergistic and complementary asset base also offers the fiber management advantage of integration and earnings diversification.
|
•
|
Financial strength
- we make disciplined capital management a priority; we believe in maintaining a flexible and conservative capital structure. Our financial strength gives us the ability to consider a range of suitable opportunities to expand our activities in market pulp, tissue and wood products, all of which have strong growth potential.
|
Three Months Ended September 30, 2016
|
Operating
Income
(Loss)
|
Net
Income
(Loss)
|
EPS
|
|
|
|||||||
(Unaudited, in millions, except per share amounts)
|
||||||||||||
GAAP, as reported
|
$
|
10
|
|
|
$
|
14
|
|
|
$
|
0.15
|
|
|
Adjustments for special items:
|
|
|
|
|
|
|
|
|
|
|||
Start-up costs
|
|
1
|
|
|
|
1
|
|
|
|
0.01
|
|
|
Non-operating pension and OPEB costs
|
|
6
|
|
|
|
6
|
|
|
|
0.07
|
|
|
Other income, net
|
|
—
|
|
|
|
(1
|
)
|
|
|
(0.01
|
)
|
|
Income tax effect of special items
|
|
—
|
|
|
|
(1
|
)
|
|
|
(0.01
|
)
|
|
Adjusted for special items
(1)
|
$
|
17
|
|
|
$
|
19
|
|
|
$
|
0.21
|
|
|
Three Months Ended September 30, 2015
|
Operating
Income
(Loss)
|
Net
Income
(Loss)
|
EPS
|
|
|
|||||||
(Unaudited, in millions, except per share amounts)
|
||||||||||||
GAAP, as reported
|
$
|
6
|
|
|
$
|
(6
|
)
|
|
$
|
(0.07
|
)
|
|
Adjustments for special items:
|
|
|
|
|
|
|
|
|
|
|||
Foreign exchange translation loss
|
|
—
|
|
|
|
5
|
|
|
|
0.06
|
|
|
Closure costs, impairment and other related charges
|
|
2
|
|
|
|
2
|
|
|
|
0.02
|
|
|
Start-up costs
|
|
2
|
|
|
|
2
|
|
|
|
0.02
|
|
|
Non-operating pension and OPEB costs
|
|
13
|
|
|
|
13
|
|
|
|
0.14
|
|
|
Other income, net
|
|
—
|
|
|
|
(4
|
)
|
|
|
(0.04
|
)
|
|
Income tax effect of special items
|
|
—
|
|
|
|
2
|
|
|
|
0.02
|
|
|
Adjusted for special items
(1)
|
$
|
23
|
|
|
$
|
14
|
|
|
$
|
0.15
|
|
|
(1)
|
Operating income (loss), net income (loss) and net income (loss) per share (or “
EPS
”), in each case as adjusted for special items, are not financial measures recognized under GAAP. We calculate operating income (loss), as adjusted for special items, as operating income (loss) from our Consolidated Statements of Operations, adjusted for items such as closure costs, impairment and other related charges, inventory write-downs related to closures, start-up costs, gains and losses on disposition of assets, non-operating pension and other postretirement benefit (or “
OPEB
”) costs and credits, and other charges or credits that are excluded from our segment’s performance from GAAP operating income (loss). We calculate net income (loss), as adjusted for special items, as net income (loss) from our Consolidated Statements of Operations, adjusted for the same special items applied to operating income (loss), in addition to foreign exchange translation gains and losses, other income (expense), net, and the income tax effect of the special items. EPS, as adjusted for special items, is calculated as net income (loss), as adjusted for special items, per diluted share. We believe that using these non-GAAP measures is useful because they are consistent with the indicators management uses internally to measure the Company’s performance, and it allows the reader to more easily compare our operations and financial performance from period to period. Operating income (loss), net income (loss) and EPS, in each case as adjusted for special items, are internal measures, and therefore may not be comparable to those of other companies. These non-GAAP measures should not be viewed as substitutes to financial measures determined under GAAP.
|
Nine Months Ended September 30, 2016
|
Operating
Income
(Loss)
|
Net
Income
(Loss)
|
EPS
|
|
|
|||||||
(Unaudited, in millions, except per share amounts)
|
||||||||||||
GAAP, as reported
|
$
|
(8
|
)
|
|
$
|
(36
|
)
|
|
$
|
(0.40
|
)
|
|
Adjustments for special items:
|
|
|
|
|
|
|
|
|
|
|||
Foreign exchange translation gain
|
|
—
|
|
|
|
(3
|
)
|
|
|
(0.04
|
)
|
|
Closure costs, impairment and other related charges
|
|
37
|
|
|
|
37
|
|
|
|
0.41
|
|
|
Inventory write-downs related to closures
|
|
5
|
|
|
|
5
|
|
|
|
0.06
|
|
|
Start-up costs
|
|
5
|
|
|
|
5
|
|
|
|
0.06
|
|
|
Net gain on disposition of assets
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
(0.02
|
)
|
|
Non-operating pension and OPEB costs
|
|
18
|
|
|
|
18
|
|
|
|
0.20
|
|
|
Other income, net
|
|
—
|
|
|
|
(11
|
)
|
|
|
(0.12
|
)
|
|
Income tax effect of special items
|
|
—
|
|
|
|
(6
|
)
|
|
|
(0.07
|
)
|
|
Adjusted for special items
(1)
|
$
|
55
|
|
|
$
|
7
|
|
|
$
|
0.08
|
|
|
Nine Months Ended September 30, 2015
|
Operating
Income
(Loss)
|
Net
Income
(Loss)
|
EPS
|
|
|
|||||||
(Unaudited, in millions, except per share amounts)
|
||||||||||||
GAAP, as reported
|
$
|
7
|
|
|
$
|
(43
|
)
|
|
$
|
(0.46
|
)
|
|
Adjustments for special items:
|
|
|
|
|
|
|
|
|
|
|||
Foreign exchange translation loss
|
|
—
|
|
|
|
2
|
|
|
|
0.02
|
|
|
Closure costs, impairment and other related charges
|
|
8
|
|
|
|
8
|
|
|
|
0.09
|
|
|
Inventory write-downs related to closures
|
|
1
|
|
|
|
1
|
|
|
|
0.01
|
|
|
Start-up costs
|
|
4
|
|
|
|
4
|
|
|
|
0.04
|
|
|
Non-operating pension and OPEB costs
|
|
39
|
|
|
|
39
|
|
|
|
0.42
|
|
|
Other income, net
|
|
—
|
|
|
|
(7
|
)
|
|
|
(0.08
|
)
|
|
Income tax effect of special items
|
|
—
|
|
|
|
(2
|
)
|
|
|
(0.02
|
)
|
|
Adjusted for special items
(1)
|
$
|
59
|
|
|
$
|
2
|
|
|
$
|
0.02
|
|
|
(1)
|
Operating income (loss), net income (loss) and EPS, in each case as adjusted for special items, are non-GAAP financial measures. For more information on the calculation and reasons we include these measures, see note 1 under “
Overview
–
Third Quarter
Overview
” above.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions, except per share amounts)
|
2016
|
2015
|
|
2016
|
2015
|
||||||||||||
Sales
|
$
|
888
|
|
|
$
|
905
|
|
|
|
$
|
2,656
|
|
|
$
|
2,751
|
|
|
Operating income (loss) per segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Market pulp
|
|
5
|
|
|
|
22
|
|
|
|
|
37
|
|
|
|
59
|
|
|
Tissue
|
|
(5
|
)
|
|
|
—
|
|
|
|
|
(11
|
)
|
|
|
—
|
|
|
Wood products
|
|
36
|
|
|
|
9
|
|
|
|
|
52
|
|
|
|
10
|
|
|
Newsprint
|
|
(8
|
)
|
|
|
(10
|
)
|
|
|
|
(16
|
)
|
|
|
(10
|
)
|
|
Specialty papers
|
|
(2
|
)
|
|
|
9
|
|
|
|
|
21
|
|
|
|
31
|
|
|
Segment total
|
|
26
|
|
|
|
30
|
|
|
|
|
83
|
|
|
|
90
|
|
|
Corporate and other
|
|
(16
|
)
|
|
|
(24
|
)
|
|
|
|
(91
|
)
|
|
|
(83
|
)
|
|
Operating income (loss)
|
|
10
|
|
|
|
6
|
|
|
|
|
(8
|
)
|
|
|
7
|
|
|
Net income (loss)
|
|
14
|
|
|
|
(6
|
)
|
|
|
|
(36
|
)
|
|
|
(43
|
)
|
|
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.16
|
|
|
$
|
(0.07
|
)
|
|
|
$
|
(0.40
|
)
|
|
$
|
(0.46
|
)
|
|
Diluted
|
|
0.15
|
|
|
|
(0.07
|
)
|
|
|
|
(0.40
|
)
|
|
|
(0.46
|
)
|
|
Adjusted EBITDA
(1)
|
$
|
68
|
|
|
$
|
82
|
|
|
|
$
|
212
|
|
|
$
|
235
|
|
|
(Unaudited, in millions)
|
September 30,
2016 |
December 31,
2015 |
||||||
Cash and cash equivalents
|
$
|
55
|
|
|
$
|
58
|
|
|
Total assets
|
|
4,312
|
|
|
|
4,220
|
|
|
(1)
|
Earnings before interest expense, income taxes, and depreciation and amortization, or “
EBITDA
” and adjusted EBITDA are not financial measures recognized under GAAP. EBITDA is calculated as net income (loss) including noncontrolling interests from the Consolidated Statements of Operations, adjusted for interest expense, income taxes, and depreciation and amortization. Adjusted EBITDA means EBITDA, excluding special items, such as foreign exchange translation gains and losses, closure costs, impairment and other related charges, inventory write-downs related to closures, start-up costs, gains and losses on disposition of assets, non-operating pension and OPEB costs and credits, and other charges or credits. We believe that using non-GAAP measures such as EBITDA and adjusted EBITDA is useful because they are consistent with the indicators management uses internally to measure the Company’s performance and it allows the reader to more easily compare our operations and financial performance from period to period. EBITDA and adjusted EBITDA are internal measures, and therefore may not be comparable to those of other companies. These non-GAAP measures should not be viewed as substitutes to financial measures determined under GAAP.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions)
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Net income (loss) including noncontrolling interests
|
$
|
15
|
|
|
$
|
(6
|
)
|
|
|
$
|
(32
|
)
|
|
$
|
(42
|
)
|
|
Interest expense
|
|
10
|
|
|
|
9
|
|
|
|
|
29
|
|
|
|
32
|
|
|
Income tax (benefit) provision
|
|
(14
|
)
|
|
|
2
|
|
|
|
|
9
|
|
|
|
22
|
|
|
Depreciation and amortization
|
|
51
|
|
|
|
59
|
|
|
|
|
157
|
|
|
|
176
|
|
|
EBITDA
|
$
|
62
|
|
|
$
|
64
|
|
|
|
$
|
163
|
|
|
$
|
188
|
|
|
Foreign exchange translation loss (gain)
|
|
—
|
|
|
|
5
|
|
|
|
|
(3
|
)
|
|
|
2
|
|
|
Closure costs, impairment and other related charges
|
|
—
|
|
|
|
2
|
|
|
|
|
37
|
|
|
|
8
|
|
|
Inventory write-downs related to closures
|
|
—
|
|
|
|
—
|
|
|
|
|
5
|
|
|
|
1
|
|
|
Start-up costs
|
|
1
|
|
|
|
2
|
|
|
|
|
5
|
|
|
|
4
|
|
|
Net gain on disposition of assets
|
|
—
|
|
|
|
—
|
|
|
|
|
(2
|
)
|
|
|
—
|
|
|
Non-operating pension and OPEB costs
|
|
6
|
|
|
|
13
|
|
|
|
|
18
|
|
|
|
39
|
|
|
Other income, net
|
|
(1
|
)
|
|
|
(4
|
)
|
|
|
|
(11
|
)
|
|
|
(7
|
)
|
|
Adjusted EBITDA
|
$
|
68
|
|
|
$
|
82
|
|
|
|
$
|
212
|
|
|
$
|
235
|
|
|
•
|
a favorable property tax adjustment and the recognition of tax credits in connection with infrastructure investments, in the year-ago period ($13 million);
|
•
|
unfavorable chemical costs ($7 million); and
|
•
|
higher maintenance and labor costs ($5 million);
|
•
|
lower wood costs ($9 million), including lower fuel prices and favorable usage;
|
•
|
lower defined benefit pension and OPEB plans costs ($7 million), mostly due to lower amortization of actuarial losses, as a result of the lower balance sheet net pension and OPEB liability as of December 31, 2015; and
|
•
|
better power costs ($5 million), mostly price-related, including a benefit from the reduced power rates on Quebec’s north shore to compensate for the higher cost related to processing spruce budworm infested wood.
|
•
|
lower defined benefit pension and OPEB plans costs ($24 million), mostly due to lower amortization of actuarial losses, as a result of the lower balance sheet net pension and OPEB liability as of December 31, 2015;
|
•
|
lower wood costs ($16 million), including lower fuel prices and favorable usage;
|
•
|
better power costs ($15 million), mostly price-related, including a benefit from the reduced power rates on Quebec’s north shore to compensate for the higher cost related to processing spruce budworm infested wood;
|
•
|
lower steam costs ($14 million), mainly due to lower natural gas prices;
|
•
|
lower recovered paper costs ($9 million);
|
•
|
higher contribution from our cogeneration assets that sell power externally and our hydroelectric facilities ($7 million); and
|
•
|
lower wood chip prices ($3 million);
|
•
|
higher maintenance costs ($17 million);
|
•
|
favorable property tax adjustments and the recognition of tax credits in connection with infrastructure investments, in the year-ago period ($15 million);
|
•
|
unfavorable chemical costs ($8 million);
|
•
|
higher labor costs ($7 million); and
|
•
|
write-downs of mill stores and other supplies ($5 million), primarily as a result of the permanent closure of a newsprint machine at our Augusta mill.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions, except where otherwise stated)
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Sales
|
$
|
198
|
|
|
$
|
230
|
|
|
|
$
|
619
|
|
|
$
|
679
|
|
|
Operating income
(1)
|
|
5
|
|
|
|
22
|
|
|
|
|
37
|
|
|
|
59
|
|
|
EBITDA
(2)
|
|
15
|
|
|
|
36
|
|
|
|
|
65
|
|
|
|
99
|
|
|
(In thousands of metric tons)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shipments
|
|
323
|
|
|
|
360
|
|
|
|
|
1,020
|
|
|
|
1,039
|
|
|
Downtime
|
|
10
|
|
|
|
25
|
|
|
|
|
47
|
|
|
|
90
|
|
|
|
September 30,
|
|||||||
(Unaudited, in thousands of metric tons)
|
2016
|
2015
|
||||||
Finished goods inventory
|
|
100
|
|
|
|
77
|
|
|
(1)
|
Net income including noncontrolling interests
is equal to
operating income
in this segment.
|
(2)
|
EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “
Results of Operations – Consolidated Results – Selected Financial Information
” above.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions)
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Net income including noncontrolling interests
|
$
|
5
|
|
|
$
|
22
|
|
|
|
$
|
37
|
|
|
$
|
59
|
|
|
Depreciation and amortization
|
|
10
|
|
|
|
14
|
|
|
|
|
28
|
|
|
|
40
|
|
|
EBITDA
|
|
15
|
|
|
|
36
|
|
|
|
|
65
|
|
|
|
99
|
|
|
•
|
a favorable property tax adjustment in the year-ago period ($4 million);
|
•
|
higher labor and maintenance costs ($3 million); and
|
•
|
unfavorable chemical costs ($2 million).
|
•
|
lower fiber costs ($9 million), mostly as a result of favorable sorted office paper prices;
|
•
|
lower steam costs ($5 million), mainly due to lower natural gas prices; and
|
•
|
lower wood chip prices ($2 million);
|
•
|
higher maintenance and labor costs ($12 million); and
|
•
|
a favorable property tax adjustment in the year-ago period ($4 million).
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions, except where otherwise stated)
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Sales
|
$
|
23
|
|
|
$
|
—
|
|
|
|
$
|
70
|
|
|
$
|
—
|
|
|
Operating loss
(1)
|
|
(5
|
)
|
|
|
—
|
|
|
|
|
(11
|
)
|
|
|
—
|
|
|
EBITDA
(2)
|
|
(3
|
)
|
|
|
—
|
|
|
|
|
(5
|
)
|
|
|
—
|
|
|
(In thousands of short tons)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shipments
|
|
15
|
|
|
|
—
|
|
|
|
|
46
|
|
|
|
—
|
|
|
Downtime
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
September 30,
|
|||||||
(Unaudited, in thousands of short tons)
|
2016
|
2015
|
||||||
Finished goods inventory
|
|
4
|
|
|
|
—
|
|
|
(1)
|
Net loss including noncontrolling interests
is equal to
operating loss
in this segment.
|
(2)
|
EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “
Results of Operations – Consolidated Results – Selected Financial Information
” above.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions)
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Net loss including noncontrolling interests
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
Depreciation and amortization
|
|
2
|
|
|
|
—
|
|
|
|
|
6
|
|
|
|
—
|
|
|
EBITDA
|
|
(3
|
)
|
|
|
—
|
|
|
|
|
(5
|
)
|
|
|
—
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions, except where otherwise stated)
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Sales
|
$
|
168
|
|
|
$
|
131
|
|
|
|
$
|
432
|
|
|
$
|
404
|
|
|
Operating income
(1)
|
|
36
|
|
|
|
9
|
|
|
|
|
52
|
|
|
|
10
|
|
|
EBITDA
(2)
|
|
43
|
|
|
|
18
|
|
|
|
|
75
|
|
|
|
36
|
|
|
(In millions of board feet)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shipments
(3)
|
|
506
|
|
|
|
421
|
|
|
|
|
1,341
|
|
|
|
1,232
|
|
|
Downtime
|
|
28
|
|
|
|
47
|
|
|
|
|
172
|
|
|
|
124
|
|
|
|
September 30,
|
|||||||
(Unaudited, in millions of board feet)
|
2016
|
2015
|
||||||
Finished goods inventory
(3)
|
|
121
|
|
|
|
135
|
|
|
(1)
|
Net income including noncontrolling interests
is equal to
operating income
in this segment.
|
(2)
|
EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “
Results of Operations – Consolidated Results – Selected Financial Information
” above.
|
(3)
|
Includes wood pellets measured by mass, converted to board feet using a density-based conversion ratio.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions)
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Net income including noncontrolling interests
|
$
|
36
|
|
|
$
|
9
|
|
|
|
$
|
52
|
|
|
$
|
10
|
|
|
Depreciation and amortization
|
|
7
|
|
|
|
9
|
|
|
|
|
23
|
|
|
|
26
|
|
|
EBITDA
|
|
43
|
|
|
|
18
|
|
|
|
|
75
|
|
|
|
36
|
|
|
•
|
the recognition of tax credits in the year-ago period, in connection with infrastructure investments ($7 million); and
|
•
|
higher labor and maintenance costs ($4 million);
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions, except where otherwise stated)
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Sales
|
$
|
242
|
|
|
$
|
258
|
|
|
|
$
|
756
|
|
|
$
|
838
|
|
|
Operating loss
(1)
|
|
(8
|
)
|
|
|
(10
|
)
|
|
|
|
(16
|
)
|
|
|
(10
|
)
|
|
EBITDA
(2)
|
|
9
|
|
|
|
6
|
|
|
|
|
40
|
|
|
|
38
|
|
|
(In thousands of metric tons)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shipments
|
|
470
|
|
|
|
517
|
|
|
|
|
1,499
|
|
|
|
1,599
|
|
|
Downtime
|
|
23
|
|
|
|
34
|
|
|
|
|
58
|
|
|
|
68
|
|
|
|
September 30,
|
|||||||
(Unaudited, in thousands of metric tons)
|
2016
|
2015
|
||||||
Finished goods inventory
|
|
105
|
|
|
|
101
|
|
|
(1)
|
Net loss including noncontrolling interests
is equal to
operating loss
in this segment.
|
(2)
|
EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “
Results of Operations – Consolidated Results – Selected Financial Information
” above.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions)
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Net loss including noncontrolling interests
|
$
|
(8
|
)
|
|
$
|
(10
|
)
|
|
|
$
|
(16
|
)
|
|
$
|
(10
|
)
|
|
Depreciation and amortization
|
|
17
|
|
|
|
16
|
|
|
|
|
56
|
|
|
|
48
|
|
|
EBITDA
|
|
9
|
|
|
|
6
|
|
|
|
|
40
|
|
|
|
38
|
|
|
•
|
lower contribution from our cogeneration assets in Thunder Bay that sell power externally ($3 million); and
|
•
|
a favorable property tax adjustment in the third quarter of 2015 ($2 million);
|
•
|
lower power costs ($15 million), including a benefit from the reduced power rates on Quebec’s north shore to compensate for the higher cost related to processing spruce budworm infested wood;
|
•
|
lower steam costs ($5 million), mainly due to lower natural gas prices; and
|
•
|
favorable chemical and recovered paper costs ($4 million);
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions, except where otherwise stated)
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Sales
|
$
|
257
|
|
|
$
|
286
|
|
|
|
$
|
779
|
|
|
$
|
830
|
|
|
Operating (loss) income
(1)
|
|
(2
|
)
|
|
|
9
|
|
|
|
|
21
|
|
|
|
31
|
|
|
EBITDA
(2)
|
|
9
|
|
|
|
27
|
|
|
|
|
55
|
|
|
|
85
|
|
|
(In thousands of short tons)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shipments
|
|
384
|
|
|
|
411
|
|
|
|
|
1,159
|
|
|
|
1,181
|
|
|
Downtime
|
|
13
|
|
|
|
18
|
|
|
|
|
19
|
|
|
|
43
|
|
|
|
September 30,
|
|||||||
(Unaudited, in thousands of short tons)
|
2016
|
2015
|
||||||
Finished goods inventory
|
|
75
|
|
|
|
102
|
|
|
(1)
|
Net (loss) income including noncontrolling interests
is equal to
operating (loss) income
in this segment.
|
(2)
|
EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “
Results of Operations – Consolidated Results – Selected Financial Information
” above.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions)
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Net (loss) income including noncontrolling interests
|
$
|
(2
|
)
|
|
$
|
9
|
|
|
|
$
|
21
|
|
|
$
|
31
|
|
|
Depreciation and amortization
|
|
11
|
|
|
|
18
|
|
|
|
|
34
|
|
|
|
54
|
|
|
EBITDA
|
|
9
|
|
|
|
27
|
|
|
|
|
55
|
|
|
|
85
|
|
|
•
|
unfavorable chemical costs ($5 million); and
|
•
|
higher maintenance and labor costs ($4 million);
|
•
|
favorable steam and power costs ($2 million); and
|
•
|
lower fiber costs ($2 million).
|
•
|
unfavorable chemical costs ($10 million); and
|
•
|
higher maintenance and labor costs ($6 million);
|
•
|
better internal hydroelectric generation ($3 million);
|
•
|
higher contribution from our cogeneration assets in Dolbeau, Quebec, that sell power externally ($3 million); and
|
•
|
lower fiber costs ($3 million).
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions)
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Cost of sales, excluding depreciation, amortization and distribution costs
|
$
|
(8
|
)
|
|
$
|
(15
|
)
|
|
|
$
|
(27
|
)
|
|
$
|
(47
|
)
|
|
Depreciation and amortization
|
|
(4
|
)
|
|
|
(2
|
)
|
|
|
|
(10
|
)
|
|
|
(8
|
)
|
|
Selling, general and administrative expenses
|
|
(4
|
)
|
|
|
(5
|
)
|
|
|
|
(19
|
)
|
|
|
(20
|
)
|
|
Closure costs, impairment and other related charges
|
|
—
|
|
|
|
(2
|
)
|
|
|
|
(37
|
)
|
|
|
(8
|
)
|
|
Net gain on disposition of assets
|
|
—
|
|
|
|
—
|
|
|
|
|
2
|
|
|
|
—
|
|
|
Operating loss
|
$
|
(16
|
)
|
|
$
|
(24
|
)
|
|
|
$
|
(91
|
)
|
|
$
|
(83
|
)
|
|
Interest expense
|
|
(10
|
)
|
|
|
(9
|
)
|
|
|
|
(29
|
)
|
|
|
(32
|
)
|
|
Other income (expense), net
|
|
1
|
|
|
|
(1
|
)
|
|
|
|
14
|
|
|
|
5
|
|
|
Income tax benefit (provision)
|
|
14
|
|
|
|
(2
|
)
|
|
|
|
(9
|
)
|
|
|
(22
|
)
|
|
Net loss including noncontrolling interests
|
$
|
(11
|
)
|
|
$
|
(36
|
)
|
|
|
$
|
(115
|
)
|
|
$
|
(132
|
)
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||
(Unaudited, in millions)
|
2016
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
||||
Net loss including noncontrolling interests
|
$
|
(11
|
)
|
|
$
|
(36
|
)
|
|
|
$
|
(115
|
)
|
|
$
|
(132
|
)
|
|
Interest expense
|
|
10
|
|
|
|
9
|
|
|
|
|
29
|
|
|
|
32
|
|
|
Income tax (benefit) provision
|
|
(14
|
)
|
|
|
2
|
|
|
|
|
9
|
|
|
|
22
|
|
|
Depreciation and amortization
|
|
4
|
|
|
|
2
|
|
|
|
|
10
|
|
|
|
8
|
|
|
EBITDA
|
$
|
(11
|
)
|
|
$
|
(23
|
)
|
|
|
$
|
(67
|
)
|
|
$
|
(70
|
)
|
|
Foreign exchange translation loss (gain)
|
|
—
|
|
|
|
5
|
|
|
|
|
(3
|
)
|
|
|
2
|
|
|
Closure costs, impairment and other related charges
|
|
—
|
|
|
|
2
|
|
|
|
|
37
|
|
|
|
8
|
|
|
Inventory write-downs related to closures
|
|
—
|
|
|
|
—
|
|
|
|
|
5
|
|
|
|
1
|
|
|
Start-up costs
|
|
1
|
|
|
|
2
|
|
|
|
|
5
|
|
|
|
4
|
|
|
Net gain on disposition of assets
|
|
—
|
|
|
|
—
|
|
|
|
|
(2
|
)
|
|
|
—
|
|
|
Non-operating pension and OPEB costs
|
|
6
|
|
|
|
13
|
|
|
|
|
18
|
|
|
|
39
|
|
|
Other income, net
|
|
(1
|
)
|
|
|
(4
|
)
|
|
|
|
(11
|
)
|
|
|
(7
|
)
|
|
Adjusted EBITDA
|
$
|
(5
|
)
|
|
$
|
(5
|
)
|
|
|
$
|
(18
|
)
|
|
$
|
(23
|
)
|
|
•
|
non-operating pension and OPEB costs ($16 million);
|
•
|
write-downs of mill stores and other supplies ($5 million), mostly as a result of the permanent closure of a newsprint machine at our Augusta mill;
|
•
|
start-up costs of $4 million for the continuous pulp digester project and tissue manufacturing and converting facility, both located in Calhoun; and
|
•
|
asset preservation costs ($3 million), primarily for the permanently closed Fort Frances, Ontario, mill.
|
|
Nine Months Ended
September 30, |
|||||||
(Unaudited, in millions)
|
2016
|
|
|
2015
|
|
|
||
Net cash provided by operating activities
|
$
|
51
|
|
|
$
|
90
|
|
|
Net cash used in investing activities
|
|
(189
|
)
|
|
|
(128
|
)
|
|
Net cash provided by (used in) financing activities
|
|
134
|
|
|
|
(62
|
)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
1
|
|
|
|
(2
|
)
|
|
Net decrease in cash and cash equivalents
|
$
|
(3
|
)
|
|
$
|
(102
|
)
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
PART II.
|
OTHER INFORMATION
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 6.
|
EXHIBITS
|
Exhibit No.
|
|
Description
|
|
|
|
10.1*
|
|
Credit Agreement, dated as of September 7, 2016, among Resolute Forest Products Inc., certain U.S. subsidiaries of Resolute Forest Products Inc. as borrowers and guarantors, various lenders, and American AgCredit, PCA, as administrative agent and collateral agent.
|
|
|
|
31.1*
|
|
Certification of President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
|
Certification of Senior Vice President and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1*
|
|
Certification of President and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2*
|
|
Certification of Senior Vice President and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS**
|
|
XBRL Instance Document.
|
|
|
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
*
|
Filed with this Form 10-Q.
|
**
|
Interactive data files furnished with this Form 10-Q, which represent the following materials from this Form 10-Q formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Unaudited Interim Consolidated Financial Statements.
|
RESOLUTE FOREST PRODUCTS INC.
|
||
|
|
|
By
|
|
/s/ Jo-Ann Longworth
|
|
|
Jo-Ann Longworth
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
By
|
|
/s/ Silvana Travaglini
|
|
|
Silvana Travaglini
|
|
|
Vice President and Chief Accounting Officer
|
Exhibit No.
|
|
Description
|
|
|
|
10.1*
|
|
Credit Agreement, dated as of September 7, 2016, among Resolute Forest Products Inc., certain U.S. subsidiaries of Resolute Forest Products Inc. as borrowers and guarantors, various lenders, and American AgCredit, PCA, as administrative agent and collateral agent.
|
|
|
|
31.1*
|
|
Certification of President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
|
Certification of Senior Vice President and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1*
|
|
Certification of President and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2*
|
|
Certification of Senior Vice President and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS**
|
|
XBRL Instance Document.
|
|
|
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
*
|
Filed with this Form 10-Q.
|
**
|
Interactive data files furnished with this Form 10-Q, which represent the following materials from this Form 10-Q formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Unaudited Interim Consolidated Financial Statements.
|
Level
|
Capitalization Ratio
|
Applicable Margin for LIBOR Rate Loans
|
Applicable Margin for Base Rate Loans
|
I
|
≤ 20%
|
1.500%
|
0.500%
|
II
|
˃ 20% but ≤ 30%
|
1.625%
|
0.625%
|
III
|
˃ 30% but ≤ 40%
|
1.875%
|
0.875%
|
IV
|
˃ 40%
|
2.125%
|
1.125%
|
Level
|
Capitalization Ratio
|
Applicable Margin for LIBOR Rate Loans
|
Applicable Margin for Base Rate Loans
|
I
|
≤ 20%
|
1.875%
|
0.875%
|
II
|
˃ 20% but ≤ 30%
|
2.000%
|
1.000%
|
III
|
˃ 30% but ≤ 40%
|
2.250%
|
1.250%
|
IV
|
˃ 40%
|
2.500%
|
1.500%
|
Average Usage
|
Unused Line Fee Rate
|
≤ 35%
|
0.325%
|
> 35%
|
0.275%
|
Title:
|
Senior Vice President and Chief Financial Officer
|
Title:
|
Senior Vice President and Chief Financial Officer
|
Title:
|
Manager
|
Title:
|
Vice President and Chief Financial Officer
|
Date
|
Type of Loan Made
|
Amount of Loan Made
|
End of Interest Period
|
Amount of Principal or Interest Paid This Date
|
Outstanding Principal Balance This Date
|
Notation Made By
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
Type of Loan Made
|
Amount of Loan Made
|
End of Interest Period
|
Amount of Principal or Interest Paid This Date
|
Outstanding Principal Balance This Date
|
Notation Made By
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender
|
Term Loan Commitment
|
Revolving Commitment
|
||||
American AgCredit, PCA
|
|
$46,250,000.00
|
|
|
$138,750,000.00
|
|
TOTAL
|
|
$46,250,000.00
|
|
|
$138,750,000.00
|
|
Subsidiary
|
Jurisdiction
|
Owner(s)
|
% Ownership
|
U.S. Subsidiaries
|
|||
AbiBow Recycling LLC
|
Delaware
|
Resolute Forest Products Inc.
|
100%
|
Abitibi Consolidated Sales LLC
|
Delaware
|
Resolute Forest Products Inc.
|
100%
|
Accurate Paper Fleet, LLC
|
Delaware
|
Accurate Paper Holdings, LLC
|
100%
|
Accurate Paper Holdings, LLC
|
Delaware
|
Atlas Tissue Holdings, Inc.
|
100%
|
Atlas Paper Management, LLC
|
Delaware
|
Atlas Paper Mills, LLC
|
100%
|
Atlas Paper Mills, LLC
|
Delaware
|
Atlas Tissue Holdings, Inc.
|
100%
|
Atlas Southeast Papers, Inc.
|
Delaware
|
Atlas Tissue Holdings, Inc.
|
100%
|
Atlas Tissue Holdings, Inc.
|
Delaware
|
Resolute FP Florida Inc.
|
100%
|
Augusta Newsprint Holding LLC
|
Delaware
|
Abitibi Consolidated Sales LLC
|
100%
|
Bowater Newsprint South LLC
|
Delaware
|
Resolute Forest Products Inc.
|
100%
|
Bowater Nuway Mid-States Inc.
|
Delaware
|
Resolute FP US Inc.
|
100%
|
Bowater South American Holdings Incorporated
|
Delaware
|
Resolute FP US Inc.
|
100%
|
Calhoun Newsprint Company
|
Delaware
|
Resolute FP US Inc.
|
100%
|
Subsidiary
|
Jurisdiction
|
Owner(s)
|
% Ownership
|
Calhoun Note Holdings AT, LLC
|
Delaware
|
Calhoun Newsprint Company
|
100%
|
Calhoun Note Holdings TI, LLC
|
Delaware
|
Calhoun Newsprint Company
|
100%
|
Donohue Corp.
|
Delaware
|
Resolute Forest Products Inc.
|
100%
|
FD Powerco LLC
|
West Virginia
|
Fibrek Recycling U.S. Inc.
|
100%
|
Fibrek Recycling U.S. Inc.
|
Delaware
|
Fibrek U.S. Inc.
|
100%
|
Fibrek U.S. Inc.
|
Delaware
|
Resolute Forest Products Inc.
|
100%
|
GLPC Residual Management, LLC
|
Delaware
|
Fibrek Recycling U.S. Inc.
|
100%
|
Lake Superior Forest Products Inc.
|
Delaware
|
Resolute FP US Inc.
|
100%
|
Resolute FP Augusta LLC
|
Delaware
|
Abitibi Consolidated Sales LLC
|
52.5%
|
Augusta Newsprint Holding LLC
|
47.5%
|
||
Resolute FP Florida Inc.
|
Delaware
|
Resolute Growth US LLC
|
100%
|
Resolute FP US Inc.
|
Delaware
|
Resolute Forest Products Inc.
|
73% (100 shares)
|
Bowater Newsprint South LLC
|
27% (37 shares)
|
||
Resolute Growth US LLC
|
Delaware
|
Resolute Forest Products Inc.
|
100%
|
RFP Atlas Sales LLC
|
Delaware
|
Resolute Growth US LLC
|
100%
|
Canadian Subsidiaries
|
|||
3284649 Nova Scotia Company
|
Nova Scotia
|
Resolute FP Canada Inc.
|
100%
|
9192-8515 Québec Inc.
|
Québec
|
Resolute FP Canada Inc.
|
93.18%
|
Subsidiary
|
Jurisdiction
|
Owner(s)
|
% Ownership
|
9340939 Canada Inc.
|
Canada
|
Resolute Growth Canada Inc.
|
100%
|
9340963 Canada Inc.
|
Canada
|
Resolute Growth Canada Inc.
|
100%
|
AbitibiBowater Canada Inc.
|
Canada
|
Bowater Canadian Limited
|
100%
|
Bowater Canada Finance Corporation
|
Nova Scotia
|
Resolute FP US Inc.
|
100%
|
Bowater Canadian Holdings Incorporated
|
Nova Scotia
|
Resolute FP US Inc.
|
100%
|
Bowater Canadian Limited
|
Canada
|
Resolute FP US Inc.
|
100%
|
Bowater LaHave Corporation
|
Nova Scotia
|
Resolute FP Canada Inc.
|
100%
|
Donohue Malbaie Inc.
|
Québec
|
Resolute FP Canada Inc.
|
51%
|
Fibrek Canada L.P.
|
Quebec
|
Resolute Growth Canada Inc.
|
50%
|
9340963 Canada Inc.
|
50%
|
||
Fibrek General Partnership
|
Québec
|
Fibrek Canada ULC
|
90,472,699 Units
|
SFK Pulp Finco Inc.
|
1 Unit
|
||
Fibrek Canada ULC
|
Canada
|
Fibrek Canada L.P.
|
100%
|
Fibrek International Inc.
|
Canada
|
Fibrek General Partnership
|
100%
|
Produits Forestiers Mauricie S.E.C.
|
Québec
|
Resolute FP Canada Inc.
|
93.18%
|
9192-8515 Québec Inc.
|
0.01%
|
||
Resolute FP Canada Inc.
|
Canada
|
AbitibiBowater Canada Inc.
|
101,080,000 Voting Preferred Shares
100 Voting Shares
|
Resolute Forest Products Inc.
|
58,564,769 Non-voting Common Shares
|
Subsidiary
|
Jurisdiction
|
Owner(s)
|
% Ownership
|
Resolute Growth Canada Inc.
|
Canada
|
Resolute Forest Products Inc.
|
0.01%
|
Resolute FP US Inc.
|
99.99%
|
||
RFPG Holding Inc.
|
Canada
|
Resolute Growth Canada Inc.
|
100%
|
RFPG L.P.
|
Quebec
|
Resolute Growth Canada Inc.
|
99.9%
|
RFPG Holding Inc.
|
0.1%
|
||
SFK Pulp Finco Inc.
|
Canada
|
Fibrek Canada ULC
|
100%
|
The International Bridge and Terminal Company
|
Canada-Special Act
|
Resolute FP Canada Inc.
|
100%
|
Other Foreign Subsidiaries
|
|||
Abitibi-Consolidated Europe
|
Belgium
|
Resolute FP Canada Inc.
|
99.9%
|
Bowater Asia Pte. Ltd.
|
Singapore
|
Resolute FP US Inc.
|
100%
|
Bowater Korea Ltd.
|
Korea
|
Bowater LaHave Corporation
|
100%
|
Bowater S. America Ltda.
|
Brazil
|
Resolute FP US Inc.
|
99.9%
|
Bowater South American Holdings Incorporated
|
0.01%
|
1.
|
Liens evidenced by the following UCC Financing Statements
:
|
Collateral:
|
Consignee’s inventory, tools and equipment pursuant to that certain Consignment Agreement and further described as Bearings, V-Belts, Chemicals (Loctite) Couplings, Roller Chains, Power Transmissions, Safety Products, Seals, Packing, O-Rings, Fluid Power, General Industrial Supplies, Hose Products Lubricants, Janitorial Supplies Coupling Parts, Neumatic Connectors, Hydraulic Cylinders, Specialty Tapes.
|
Collateral:
|
Consignee’s inventory, tools and equipment pursuant to that certain Consignment Agreement and further described as Bearings, V-Belts, Chemicals (Loctite) Couplings, Roller Chains, Power Transmissions, Safety Products, Seals, Packing, O-Rings, Fluid Power, General Industrial Supplies, Hose Products Lubricants, Janitorial Supplies Coupling Parts, Neumatic Connectors, Hydraulic Cylinders, Specialty Tapes.
|
Collateral:
|
All right, title and interest of Resolute FP US Inc. (“Supplier”) in and to all accounts and other forms of obligations (“Accounts Receivable”) owing to Supplier by Kimberly-Clark Corporation and its subsidiaries and affiliates (“Account Debtor”) whether now existing or hereafter created, arising out of Supplier’s sale and delivery of goods and services to Account Debtor, to the extent
|
Collateral:
|
All right, title and interest of Resolute FP US Inc. (“Supplier”) in and to all accounts and other forms of obligations (“Accounts Receivable”) owing to Supplier by The Procter & Gamble Company and its subsidiaries and affiliates (“Account Debtor”) whether now existing or hereafter created, arising out of Supplier’s sale and delivery of goods and services to Account Debtor, to the extent such Accounts Receivable are purchased by Secured Party under that certain Supplier Agreement between Secured Party and
|
Collateral:
|
Accounts; Deposit Accounts; Inventory; General Intangibles; Contracts; Proceeds
|
Collateral:
|
Caterpillar, D8T, SN: KPZ03931; Proceeds.
|
Collateral:
|
Caterpillar, 980M, SN: KRS00348. Proceeds.
|
Collateral:
|
Oxygen Supply System, includes, Vacuum Pump Skid; Main Valve Skid; Air Blower; Oxygen Compressor; Cooling Tower with Pumps; Electric Transformer and Switchgear; Metering Equipment; Oxygen Storage and Vaporization Analysers; Steam Vaporizer; related Controls, Piping, Valves & other Appurtenances; tools and spare parts.
|
Collateral:
|
1 – New 2012 Toyota Industrial Forklift Model 7FGCU35 Serial NO. 7FGCU45-72145
|
Collateral:
|
2 – New 2012 Toyota Industrial Forklift Model 8FGCU25; Serial No. 8FGCU25-38410 NLT 22156 and Serial No. 8FGCU25-40383 NLT 22481
|
Collateral:
|
1 – Crown WAV50-118 Work Assist Vehicle S/N: 9A186472
|
Collateral:
|
2 – New 2013 Crown RC5545-40 Forklifts S/N 1A397980, 1A397979, 1A397979 with Batteries and chargers.
|
Collateral:
|
2 – New 2013 Toyota Industrial Forklift Truck Model 8FGCU15; Serial No. 8FGCUSU20-20111 NLT 23413 and Serial No. 8FGCSU20-20113 NLT 23414
|
Collateral:
|
1 – New 2013 Toyota Industrial Forklift Trust Model 8FGU15 Serial No. 8FGCSU20-20067
|
Collateral:
|
1 – Used Toyota Forklift 8FGCU25 sn 15818
|
Collateral:
|
1 – Used 2010 Toyota 8FGU25 Forklift S/N 21883.
|
Collateral:
|
1 – Refurbished 2005 Yale NR040AEN24TEO95 Reconditioned Reach Trust S/N C815N01666Y
|
Collateral:
|
Accounts; Deposit Accounts; Inventory; General Intangibles; Contracts; Proceeds.
|
Collateral:
|
Accounts; Deposit Accounts; Inventory; General Intangibles; Contracts; Proceeds.
|
Collateral:
|
Accounts; Deposit Accounts; Inventory; General Intangibles; Contracts; Proceeds.
|
Collateral:
|
Accounts; Deposit Accounts; Inventory; General Intangibles; Contracts; Proceeds.
|
Collateral:
|
Accounts; Deposit Accounts; Inventory; General Intangibles; Contracts; Proceeds.
|
Collateral:
|
Accounts; Deposit Accounts; Inventory; General Intangibles; Contracts; Proceeds.
|
Collateral:
|
Accounts; Deposit Accounts; Inventory; General Intangibles; Contracts; Proceeds.
|
Collateral:
|
Accounts; Deposit Accounts; Inventory; General Intangibles; Contracts; Proceeds.
|
Collateral:
|
Accounts; Deposit Accounts; Inventory; General Intangibles; Contracts; Proceeds.
|
Collateral:
|
Accounts; Deposit Accounts; Inventory; General Intangibles; Contracts; Proceeds.
|
Collateral:
|
Accounts; Deposit Accounts; Inventory; General Intangibles; Contracts; Proceeds.
|
Collateral:
|
Accounts; Deposit Accounts; Inventory; General Intangibles; Contracts; Proceeds.
|
Collateral:
|
Accounts; Deposit Accounts; Inventory; General Intangibles; Contracts; Proceeds.
|
Collateral:
|
Accounts; Deposit Accounts; Inventory; General Intangibles; Contracts; Proceeds.
|
Collateral:
|
Accounts; Deposit Accounts; Inventory; General Intangibles; Contracts; Proceeds.
|
2.
|
Liens arising in connection with that certain Lease Agreement, made as of June 1, 2008 between K&K WHSE, L.L.C., as lessor, and Fibrek Recycling U.S., Inc. (f/k/a SFK Pulp Recycling U.S., Inc.), as lessee
.
|
85
|
3.
|
Liens evidenced by the following Registrations
:
|
86
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
A)
|
Conventional hypothec without delivery
|
April 1, 2008
at 9:00 a.m.
08-0169543-0002
|
Secured Party:
Canadian Imperial Bank of Commerce
Grantor:
Abitibi-Consolidated Company of Canada
Compagnie Abitibi-Consolidated du Canada
Purchaser:
PF Résolu Canada Inc.
Resolute FP Canada Inc.
[Abibow Canada Inc.]
|
Charged property:
1. Collateral Account in CDN Dollars number 00-06211, transit 00001 and in US Dollars number 03-15419, transit 0001 in the name of Secured Party opened with the Secured Party and any other account which may in the future be opened with the Secured Party (either in the name of the Secured Party or in the name of Abitibi-Consolidated Company of Canada or a successor thereof) to replace any such account(a "replacement account") or to replace a replacement account (each of the foregoing accounts being a "Collateral Account");
2. All present and future Deposits; and
3. All interest payable in respect of Deposits.
"Deposits" means any and all present and future sums of money credited to or otherwise recorded in the Collateral Accounts and includes any present and future credit balance in any of such accounts but excludes, for greater certainty, any sums which are withdrawn from Collateral Accounts or proceeds of such withdrawals.
Amount:
$60,000,000 with interest at a rate of 20% per annum.
Expiry date:
March 31, 2018
Comments:
Preservation of a hypothec registered on December 20, 2010 under number 10-0891406-0001 by Abibow Canada Inc.
Voluntary reduction registered on January 21, 2011 under number 11-0038943-0001 of the amount of the hypothec to $60,000,000.
Change of name registered on September 15, 2015 under number 15-0895635-0001 from Abibow Canada Inc. to PF Résolu Canada Inc. and Resolute FP Canada Inc.
|
87
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
B)
|
Conventional hypothec without delivery
|
December 14, 2010
at 9:00 a.m.
10-0875435-0001
|
Secured Party:
Canadian Imperial Bank of Commerce
Grantor:
PF Résolu Canada Inc. Resolute FP Canada Inc.
[AbiBow Canada Inc.]
|
Charged property:
Collateral Accounts in Cdn Dollars number 00-06211, transit 00001 and in US Dollars number 03-15419, transit 00001 in the name of the Secured Party (the “Agent”) opened with the Agent and any other collateral account which in the future may be opened with the Agent (either in the name of the Agent, of ACI (as successor to ACCC or otherwise) or a successor thereof);
b) All present and future Deposits; and
c) All interest payable in respect of Deposits.
DEFINITIONS
“ACCC" means Abitibi-Consolidated Company of Canada;
"ACI" means ABITIBI-CONSOLIDATED INC.;
"Collateral Account" means any account (and any replacement account) opened with the Agent in accordance with Article 8 of the Facility Agreement;
"Deposits" means any and all present and future sums of money credited to or otherwise recorded in the Collateral Accounts and includes any present and future credit balance in any of such accounts but excludes, for greater certainty, any sums which are withdrawn from Collateral Accounts or proceeds of such withdrawals;
"Facility Agreement" means the facility agreement dated as of April 1, 2008 (as amended, supplemented, restated or otherwise modified from
time to time) entered into between ACCC, acting as borrower and the Agent, as Lender and as Agent.
Amount:
$60,000,000 with interest at a rate of 20% per annum.
Expiry date:
December 14, 2020
Comments:
Change of name registered on September 15, 2015 under number 15-0895635-0001 from Abibow Canada Inc. to PF Résolu Canada Inc. and Resolute FP Canada Inc.
|
88
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
C)
|
Conventional hypothec without delivery
|
May 19, 2015
at 2:52 p.m.
15-0448416-0001
|
Secured Party:
Bank of America, N.A.
Grantors:
AbitibiBowater Canada Inc.
Resolute FP Canada Inc.
PF Résolu Canada Inc.
Bowater Canadian Limited
Bowater Canadienne Limitée
Bowater Lahave Corporation
[Fibrek Holding Inc.]
[Gestion Fibrek Inc.]
Fibrek General Partnership
Fibrek S.E.N.C.
Fibrek International Inc.
Resolute Growth Canada Inc.
Croissance Résolu Canada Inc.
3294649 Nova Scotia Company
Fibrek Canada ULC
[Resolute Sales Inc.]
[Résolu Ventes Inc.]
|
Charged property:
All of each Grantor’s right, title and interest in and to the following property, whether now owned or hereafter acquired, and wheresoever situate (collectively, the “Collateral”):
a) All Claims;
b) All cash and Deposit Accounts and all monies deposited therein;
c) All Inventory;
d) All commodities contracts, commodities accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
e) To the extent evidencing or governing any of the items referred to in the preceding clauses (a) through (d):
(i)
all Documents of Title;
(ii)
all incorporeal movable property (excluding Intellectual Property);
(iii)
all Contracts; and
(iv)
all Instruments;
f)
Each promissory note evidencing Indebtedness that evidences, governs or arises out of the disposition after the Closing Date of any accounts receivable included in the preceding clauses (a) or Inventory included in the preceding clauses (c), excluding in each case:
(i)
promissory notes executed in favour of a Grantor by any Credit Party or Subsidiary; and
(ii)
promissory notes in a principal amount of less than US$20,000,000, so long as the aggregate principal amount of promissory notes not so pledged under the exclusion does not exceed US$40,000,000,
(collectively, the “Pledged Debt Securities”);
g)
To the extent securing or supporting any of the items referred to in the preceding clauses (a) through (e), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
h)
All Books and Record pertaining to the foregoing;
|
89
|
90
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
D)
|
Conventional hypothec without delivery
|
December 15, 2015
at 12:03 p.m.
15-1215052-0001
|
Secured Party:
3284649 Nova Scotia Company
Grantor:
Resolute FP Canada Inc.
PF Résolu Canada Inc.
|
Charged Property:
All of the Grantor’s present and future right, title and interest in, to and under the Charged Property.
“Charged Property” means the LP Promise to Pay and any and all proceeds in any form derived directly or indirectly from any dealing therewith.
“LP Promise to Pay” means the Secured Party’s promise in Section 5.1 of the Purchase and Forward Repurchase Agreement to pay Cdn$600,000,000 to the Grantor on December 11, 2018 (as such date may be extgended in accordance with the terms of the Purchase and Forward Repurchase Agreement), together with interest thereon at the rate of 6.7% per annum, all upon and subject to the terms and contitions set out in the Purchase and Forward Repurchase Agreement”;
“Purchase and Forward Repurchase Agreement” means the purchase and forward repurchase agreement (as amended, restated, supplemented, replaced, extended or otherwise modified from time to time) entered into on December 11, 2015 between the Grantor, RFPG L.P. and the Secured Party.
Amount:
$600,000,000
Expiry date:
December 15, 2025
|
91
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
E)
|
Conventional hypothec without delivery
|
December 14, 2015
at 12:00 p.m.
15-1210108-0001
|
Secured Party:
RFPG L.P.
PFRC s.e.c.
Grantor:
Resolute FP Canada Inc.
PF Résolu Canada Inc.
|
Charged Property:
All of the Grantor’s present and future right, title and interest in, to and under the Charged Property.
“Charged Property” means the Purchase and Forward Repurchase Agreement (including the LP Promise to Pay) and any and all proceeds in any form derived directly or indirectly from any dealing therewith.
“LP Promise to Pay” means the Secured Party’s promise in Section 5.1 of the Purchase and Forward Repurchase Agreement to pay Cdn$600,000,000 to the Grantor on December 11, 2018 (as such date may be extgended in accordance with the terms of the Purchase and Forward Repurchase Agreement), together with interest thereon at the rate of 6.7% per annum, all upon and subject to the terms and contitions set out in the Purchase and Forward Repurchase Agreement”;
“Purchase and Forward Repurchase Agreement” means the purchase and forward repurchase agreement (as amended, restated, supplemented, replaced, extended or otherwise modified from time to time) entered into on December 11, 2015 between the Grantor, the Secured Party and 3284649 Nova Scotia Company (the “Newco RFPC”).
Amount:
$600,000,000
Expiry date:
December 15, 2025
|
92
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
F)
|
Conventional hypothec without delivery
|
September 30, 2015
at 10:26 a.m.
15-0953360-0001
|
Secured Party:
Canadian Imperial Bank of Commerce
Grantor:
Resolute FP Canada Inc.
PF Résolu Canada Inc.
|
Charged property:
The following property:
a) Collateral Accounts in Cdn Dollars number 00-06211, transit 00001 and in US Dollars number 03-15419, transit 00001 in the name of the Agent opened with the Depositary Bank and any other Collateral Account which in the future may be opened with the Depositary Bank (either in the name of the Agent or in the name of Resolute FP Canada or a successor thereof);
b) all present and future Deposits; and
c) all interest payable in respect of Deposits.
DEFINITIONS
"Agent" means Canadian Imperial Bank of Commerce, as agent for the Lenders.
"Collateral Account" means any account (and any replacement account) opened with the Depositary Bank in accordance with Article 8 of the Facility Agreement;
"Depositary Bank" means Canadian Imperial Bank of Commerce;
"Deposits" means any and all present and future sums of money credited to or otherwise recorded in the Collateral Accounts and includes any present and future credit balance in any of such accounts but excludes, for greater certainty, any sums which are withdrawn from Collateral Accounts or proceeds of such withdrawals;
"Facility Agreement" means the amended and restated facility agreement dated as of September 21, 2015 among Resolute FP Canada and Resolute Growth Canada Inc., acting as borrowers, and Canadian Imperial Bank of Commerce, acting as Lender and as Agent(as amended, supplemented, restated or otherwise modified from time to time);
"Lenders" means Canadian Imperial Bank of Commerce as initial Lender under the Facility Agreement and any other financial institution that becomes a Lender thereunder;
"Resolute FP Canada" means Resolute FP Canada Inc.
Amount:
$120,000,000 with interest at the rate of 20% per annum.
Expiry date:
September 30, 2025
|
93
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
1.
|
Assignment of a universality of claims
|
April 6, 1998
at 2:15 p.m.
98-0038040-0001
|
Assignors:
Macro Trust
The Canada Trust Company, as trustee
[Abitibi-Consolidated Inc.]
[Abitibi Consolidated Sales Corporation]
Assignee:
Abitibi-Consolidated Inc.
Abitibi Consolidated Sales Corporation
[Macro Trust]
|
Property:
The universality of all present and future Eligible Receivables, as defined in, and as such eligible receivables may be identified and paid from time to time in accordance with, the receivables purchase Agreement dated as of March 31, 1998 entered into between Abitibi-Consolidated Inc. and Canadian Imperial Bank of Commerce, in its capacity as administrative agent of Macro Trust, including all present and future claims and rights of action associated therewith and all accessories thereto.
Date of the agreement:
March 31, 1998
Expiry date:
-
Comments:
Assignment of a universality of claims registered on October 26, 2005 under number 05-0610147-0002 by Macro Trust and The Canada Trust Company, as trustee in favour of Abitibi Consolidated Sales Corporation.
Assignment of a universality of claims registered on October 26, 2005 under number 05-0610147-0001 by Macro Trust and The Canada Trust Company, as trustee in favour of Abitibi Consolidated Inc.
|
94
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
2.
|
Rights of ownership of the Lessor (Leasing agreement)
(Global registration)
|
October 28, 1999
at 9:00 a.m.
99-0179420-0002
|
Lessor:
PHH Vehicle Management Services Inc.
Lessees:
Resolute FP Canada Inc./
PF Résolution Canada Inc.
[Abibow Canada Inc.]
[Abitibi-Consolidated Inc.]
Abitibi Consolidated
Produits Forestiers Saguenay Inc.
Assignee:
Element Fleet Lease Receivables L.P. represented by FLR GP 1 Inc.
[Fleet Leasing Receivables Trust]
[BNY Trust Company of Canada, as
Issuer Trustee]
[PHH Fleet Lease Receivables L.P.]
[FLR LP Inc.]
|
Property:
All present and future motor vehicles, automotive equipment and materials-handling equipment leased from time to time by the Lessor to the Lessee, together with all present and future attachments, accessions, appurtenances, accessories and replacement parts, and all proceeds of or relating to any of the foregoing.
Date of the agreement:
November 16, 1993
Expiry date:
September 15, 2024
Comments:
Assignments of rights by PHH Vehicle Management Services Inc. in favour of FLR LP Inc. (Rectifications and modifications to correct the equipment.)
Assignments of rights by FLR LP Inc. in favour of PHH Fleet Lease Receivables L.P. (Rectifications to correct the equipment.)
Assignments of rights by PHH Fleet Lease Receivables L.P. in favour of Fleet Leasing Receivables Trust and BNY Trust Company of Canada, Issuer Trustee. (Rectifications to correct the equipment.) and Re-Assignments of rights by Fleet Leasing Receivables Trust and BNY Trust Company of Canada in favour of PHH Fleet Lease Receivables L.P.
Re-Assignments of rights by PHH Fleet Lease Receivables L.P. in favour of PHH Vehicle Management Services Inc.
Assignments of rights by Safe Trust and The Canada Trust Company, as trustee in favour of PHH Vehicle Management Services Inc./PHH Services de Gestion de Véhicules Inc.
Assignments of rights by Leaf Trust and Computershare Trust Company of Canada, as trustee in favour of Safe Trust and The Canada Trust Company, as trustee.
Assignments of rights by PHH Vehicle Management Services Inc./PHH Services de Gestion de Véhicules Inc. in favour of PHH Vehicle Management Services Inc./PHH Services de Gestion de Véhicules Inc.
Assignment of rights by FLR LP Inc. in favour of PHH Fleet Lease Receivables L.P. (Modifications to add specific equipment).
|
95
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
|
|
|
|
Assignments of rights by PHH Fleet Lease Receivables L.P. in favour of Fleet Leasing Receivables Trust and BNY Trust Company of Canada, Issuer Trustee.
Modification registered on August 4, 2004 under number 04-0456270-0001 to add Produits Forestiers Saguenay Inc. as Lessee.
Renewal registered on October 14, 2009 under number 09-0636700-0008.
Change of name registered on August 10, 2011 under number 11-0609868-0001 from Abitibi Consolidated Inc. to Abibow Canada Inc.
Change of name registered on August 8, 2012 under number 12-0645584-0001 from Abibow Canada Inc. to Resolute FP Canada Inc./PF Résolution Canada Inc.
Renewal registered on September 15, 2014 under number 14-0855431-0004.
Re-assignment of rights registered on December 23, 2014 under number 14-1189455-0001 from Fleet Leasing Receivables Trust and BNY Trust Company of Canada, as Issuer Trustee, in favour of Element Fleet Lease Receivables L.P. represented by FLR GP 1 Inc.
|
96
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
3.
|
Rights of ownership of the Lessor (Leasing agreement)
(Global registration)
|
June 21, 2000
at 1:50 p.m.
00-0171311-0001F
|
Lessor:
PHH Vehicle Management Services Inc.
PHH Services de Gestion de Véhicules Inc.
Lessees:
Resolute FP Canada Inc./
PF Résolution Canada Inc.
[Abibow Canada Inc.]
[Abitibi-Consolidated Inc.]
Abitibi consolidated
Produits Forestiers Saguenay Inc.
Cascades Inc.
Assignee:
Fleet Leasing Receivables Trust
BNY Trust Company of Canada, as
Issuer Trustee
[PHH Fleet Lease Receivables L.P.]
[FLR LP Inc.]
|
Property:
All present and future motor vehicles, automotive equipment and materials-handling equipment leased from time to time by the Lessor to the Lessee, together with all present and future attachments, accessions, appurtenances, accessories and replacement parts, and all proceeds of or relating to any of the foregoing.
Date of the agreement:
July 1
st
, 1999
Expiry date:
May 12, 2020
Comments:
Assignments of rights by PHH Vehicle Management Services Inc. in favour of Leaf Trust and TD Trust Company, as Trustee. (Rectifications to correct the equipment.)
Assignments of rights by PHH Vehicle Management Services Inc. in favour of Leaf Trust and The Canada trust Company, as Trustee. (Rectifications to correct the equipment or address.)
Modification registered on May 1, 2002 under number 02-0175503-0001 of one vehicule.
Modification registered on September 5, 2003 under number 03-0465017-0009 of the address of the Lessor.
Modification registered on August 4, 2004 under number 04-0456270-0002 to include subsidiaries and/or affiliates.
Assignments of rights by PHH Vehicle Management Services Inc. in favour of Leaf Trust and Computershare Trust Company of Canada, as Trustee.
Assignments of rights by Leaf Trust and Computershare Trust Company of Canada, as its Trustee in favour of Safe Trust and The Canada Trust Company, as its trustee. (Assignment by Safe Trust and The Canada Trust Company, as its trustee in favour of PHH Vehicle Management Services Inc./PHH Services de Gestion de Véhicules Inc.
Renewal registered on May 14, 2010 under number 10-0305893-0009.
Change of name registered on August 10, 2011 under number 11-0609868-0001 from Abitibi Consolidated Inc. to Abibow Canada Inc.
Change of name registered on August 8, 2012 under number 12-0645584-0001 from Abibow Canada Inc. to Resolute FP Canada Inc./PF Résolution Canada Inc.
|
97
|
98
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
7.
|
Assignment of a universality of claims
|
October 27, 2006
at 2:06 p.m.
06-0626682-0002
|
Assignor:
Bowater Produits Forestiers du Canada Inc.
Bowater Canadian Forest Products Inc.
Assignee:
Export Development Canada
|
Property:
All the present and future claims, accounts and other intangibles representing the refund of all cash deposits together with all accrued interest on such deposits to which the United States Customs and Border Protection has determined the debtor is entitled under the Softwood Lumber Agreement entered into between the Government of Canada and the Government of the United States, including, without limitation:
- the refund of all deposits covered by the “Antidumping Duty Order regarding Certain Softwood Lumber from Canada”, 67 Fed. Reg.36,068 (May 22, 2002) as amended; and
- the refund of all deposits covered by the “Countervailing Duty Order regarding Certain Softwood Lumber from Canada”, 67 Fed. Reg.36,070 (May 22, 2002) as amended.
Date of the agreement:
September 19, 2006
Expiry date:
-
|
8.
|
Rights resulting from a lease
|
January 25, 2007
at 9:00 a.m.
07-0038692-0001
|
Lessor:
Gemofor Inc.
Lessee:
Bowater Produits Forestiers du Canada Inc.
|
Property:
Specific equipment.
Date of the agreement:
March 27, 2003
Expiry date:
January 24, 2017
|
9.
|
Reservation of ownership (instalment sale)
(Global registration)
|
March 30, 2007
at 10:47 a.m.
07-0164522-0001
|
Vendor:
Samuel Manu-Tech Inc.
Purchaser:
Abitibi-Consolidated Inc.
|
Property:
Specific equipment.
Date of the agreement:
March 21, 2007
Expiry date:
March 30, 2017
|
10.
|
Rights of ownership of the Lessor (Leasing agreement)
|
June 5, 2007
at 9:00 a.m.
07-0313503-0001
|
Lessor:
Les Services Financiers Caterpillar Limitee
Lessees:
Abitibi-Consolidated Inc.
Compagnie Abitibi-Consolidated du Canada
Abibow Canada Inc.
|
Property:
Specific equipment (one new 2007 Kalmr lift truck).
Date of the agreement:
May 27, 2007
Expiry date:
May 27, 2017
Comments:
Modification registered on April 11, 2011 under number 11-0244247-0003 to add Abibow Canada Inc. as Lessee and change the Lessor’s address.
|
99
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
11.
|
Reservation of ownership (instalment sale)
|
November 28, 2007
at 9:00 a.m.
07-0682055-0001
|
Vendor:
Rotobec Inc.
Purchasers:
Abitibi-Consolidated Inc.
Strongco Inc.
|
Property:
Specific equipment.
Date of the agreement:
November 14, 2007
Expiry date:
November 20, 2017
|
12.
|
Reservation of ownership (instalment sale)
(Global registration)
|
January 13, 2009
at 11:22 a.m.
09-0015195-0004
|
Vendor:
Asten Johnson, Inc.
Purchaser:
Bowater Canadian Forest Products Inc.
|
Property:
The universality of consumable inventories of stock paper machine clothing, in the form of forming fabrics, press fabrics, dryer fabrics and specialty fabrics, furnished from time to time by the Vendor to the Purchaser, and all proceeds thereof, derived directly and indirectly from any dealing with the property.
Date of the agreement:
-
Expiry date:
January 13, 2019
|
13.
|
Rights resulting from a lease
|
January 15, 2009
at 10:25 a.m.
09-0020184-0001
|
Lessor:
Vallée Inc.
Lessee:
Abitibi-Consolidated Inc.
|
Property:
Specific equipment.
Date of the agreement:
January 7, 2009
Expiry date:
January 6, 2019
|
14.
|
Reservation of ownership (instalment sale)
|
April 20, 2009
at 9:00 a.m.
09-0212144-0002
|
Vendor:
Metso Paper Ltd.
Purchaser:
Bowater Produits Forestiers du Canada inc.
|
Property:
Specific equipment.
Date of the agreement:
March 23, 2009
Expiry date:
April 16, 2019
|
15.
|
Rights resulting from a lease
|
January 26, 2010
at 2:48 p.m.
10-0044547-0001
|
Lessor:
Les Chariots Élévateurs du Québec Inc.
Lessee:
Abitibi-Consolidated Inc.
|
Property:
Specific equipment (lift truck Yale, 2004).
Date of the agreement:
January 12, 2010
Expiry date:
January 12, 2020
|
16.
|
Rights resulting from a lease
|
January 27, 2010
at 9:42 a.m.
10-0046665-0001
|
Lessor:
Les Chariots Élévateurs du Québec Inc.
Lessee:
Abitibi-Consolidated Inc.
|
Property:
Specific equipment (lift truck Yale, 2006).
Date of the agreement:
January 18, 2010
Expiry date:
January 18, 2020
|
17.
|
Rights of ownership of the Lessor (Leasing agreement)
|
January 19, 2011
at 11:42 a.m.
11-0035151-0017
|
Lessor:
Les Services Financiers Caterpillar Limitee
Lessees:
Abitibi-Consolidated Company of Canada
Abitibi-Consolidated
|
Property:
Specific equipment.
Date of the agreement:
April 20, 2007
Expiry date:
April 20, 2017
|
100
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
18.
|
Rights of ownership of the Lessor (Leasing agreement)
|
January 19, 2011
at 11:42 a.m.
11-0035151-0018
|
Lessor:
Les Services Financiers Caterpillar Limitee
Lessees:
Compagnie Abitibi-Consolidated
|
Property:
Specific equipment (one 2007 950H Caterpillar loader on wheels)
Date of the agreement:
April 25, 2007
Expiry date:
April 25, 2017
|
19.
|
Rights resulting from a lease
|
May 12, 2011
at 9:49 a.m.
11-0342699-0001
|
Lessor:
Les Chariots Elevateurs du Quebec Inc.
Lessee:
Abibow Canada Inc.
|
Property:
Specific equipment.
Date of the agreement:
May 4, 2011
Expiry date:
May 3, 2021
|
20.
|
Reservation of ownership (instalment sale)
(Global registration)
|
May 1, 2012
at 9:00 a.m.
12-0329451-0001
|
Vendor:
Andritz Inc.
Purchaser:
Abibow Canada Inc.
|
Property:
The universality of all present and future Vendor’s new manufactured equipment from time to time sold by the Vendor to the Purchaser including without limitation, the refiner plates and the goods specifically described in the registration.
Date of the agreement:
April 27, 2012
Expiry date:
May 1, 2022
|
101
|
102
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
|
|
|
|
Assignment of rights registered on April 20, 2016 under number 16-0351525-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
Assignment of rights registered on July 7, 2016 under number 16-0681634-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
|
103
|
104
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
|
|
|
|
Assignment of rights registered on April 20, 2016 under number 16-0351525-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
Assignment of rights registered on July 7, 2016 under number 16-0681634-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
|
105
|
106
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
|
|
|
|
Assignment of rights registered on April 20, 2016 under number 16-0351525-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
Assignment of rights registered on July 7, 2016 under number 16-0681634-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
|
107
|
108
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
|
|
|
|
Assignment of rights registered on April 20, 2016 under number 16-0351525-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
Assignment of rights registered on July 7, 2016 under number 16-0681634-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
|
109
|
110
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
|
|
|
|
Assignment of rights registered on April 20, 2016 under number 16-0351525-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
Assignment of rights registered on July 7, 2016 under number 16-0681634-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
|
111
|
112
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
|
|
|
|
Assignment of rights registered on April 20, 2016 under number 16-0351525-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
Assignment of rights registered on July 7, 2016 under number 16-0681634-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
|
113
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
27.
|
Rights resulting from a lease
|
February 28, 2013
at 2:14 p.m.
13-0151048-0009
|
Lessor:
Praxair Canada Inc.
Lessee:
Resolute FP Canada Inc.
|
Property:
Specific equipment consisting of bulk cryogenic storage tanks used for the storages, filling and delivery of industrial and medical gases including without limitation, argon, hydrogen, carbon dioxide, nitrogen, nitrous oxide and oxygen, and cryogenic freezers, together with all related accessories, parts, components and attachments and all proceeds of relating to any of the foregoing as well as all present or after-acquired property that may be derived from the sale or other disposition of the collateral described herein.
Date of the agreement:
August 23, 2001
Expiry date:
February 25, 2019
|
114
|
115
|
116
|
117
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
32.
|
Rights resulting from a lease
|
May 26, 2014
at 2:58 p.m.
14-0463125-0006
|
Lessor:
BNP Paribas
[Xerox Canada Ltd.]
Lessee:
Resolute FP Canada Inc.
|
Property:
All equipment and goods sold, leased, procured under a leasing contract or otherwise provided to the Lessee by the Lessor or provided in replacement thereof, further to the agreement number 958800856-481371300 dated November 30, 2012, the whole as may have been completed, amended, adjusted or otherwise modified from time to time.
Date of the agreement:
November 30, 2012
Expiry date:
May 25, 2018
Comments:
Assignment of rights registered on July 17, 2014 under number 14-0648915-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
Assignment of rights registered on October 7, 2014 under number 14-00939509-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
Assignment of rights registered on February 8, 2016 under number 16-0101268-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
Assignment of rights registered on April 20, 2016 under number 16-0351525-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
Assignment of rights registered on July 7, 2016 under number 16-0681634-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
|
33.
|
Rights resulting from a lease
|
December 15, 2014
at 2:53 p.m.
14-1164526-0003
|
Lessor:
Xerox Canada Ltd.
Lessee:
Resolute FP Canada Inc.
|
Property:
All equipment and goods sold, leased, procured under a leasing contract or otherwise provided to the Lessee by the Lessor or provided in replacement thereof, further to the agreement number 958800856-501668800 dated December 12, 2014, the whole as may have been completed, amended, adjusted or otherwise modified from time to time.
Date of the agreement:
December 12, 2014
Expiry date:
December 14, 2017
|
34.
|
Rights of ownership of the Lessor (Leasing agreement)
|
February 24, 2014
at 9:00 a.m.
14-0138061-0001
|
Lessor:
Société de services de crédit-bail GE Canada
Lessee:
Resolute FP Canada Inc.
PF Resolu Canada Inc.
|
Property:
Specific equipment with all accessories.
Date of the agreement:
February 7, 2014
Expiry date:
February 7, 2020
|
118
|
119
|
120
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
42.
|
Rights resulting from a lease
|
February 1, 2016
at 2:29 p.m.
16-0082580-0001
|
Lessor:
BNP Paribas
[Xerox Canada Ltd.]
Lessee:
Resolute FP Canada Inc.
|
Property:
All equipment and goods sold, leased, procured under a leasing contract or otherwise provided to the Lessee by the Lessor or provided in replacement thereof, further to the agreement number 958800856-511851800 dated January 11, 2016 the whole as may have been completed, amended, adjusted or otherwise modified from time to time.
Date of the agreement:
January 11, 2016
Expiry date:
January 31, 2020
Comments:
Assignment of rights registered on April 20, 2016 under number 16-0351525-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
Assignment of rights registered on July 7, 2016 under number 16-0681634-0001 from Xerox Canada Ltd. in favour of BNP Paribas.
|
43.
|
Rights resulting from a lease
|
August 14, 2015
at 10:45 a.m.
15-0782436-0001
|
Lessor:
Samuel Strapping Systems, a division of Samuel & Cie Ltée
[Samuel Strapping Systems]
Lessee:
PF Resolu Canada Inc.
Resolute FP Canada Inc.
|
Property:
Specific equipment.
Date of the agreement:
July 15, 2015
Expiry date:
July 15, 2019
Comments:
Rectification registered on August 20, 2015 under number 15-0805362-0001 to correct the name of the Lessor.
|
44.
|
Rights resulting from a lease
|
August 26, 2016
at 2:13 p.m.
16-0838855-0001
|
Lessor:
Liebherr Canada Limited
Lessee:
PF Résolu Canada Inc, (Division Baie Comeau)
|
Property:
Specific equipment (one (1) Liebherr model A934CHD wheel loader, serial number 035245-1007, project number 400121, rental number contract 20825).
Date of the agreement:
August 26, 2016
Expiry date:
August 26, 2019
|
45.
|
Rights resulting from a lease
|
July 14, 2016
at 12:58 p-.m.
16-0680276-0001
|
Lessor:
Liebherr Canada Ltd.
Lessee:
PF Résolu Canada Inc. (Division Baie Comeau)
|
Property:
Specific equipment (one (1) Liebherr wheel loader, model L556 IND, serial number 1288-41428) with accessories and all proceeds therefrom.
Date of the agreement:
July 14, 2016
Expiry date:
July 14, 2019
|
121
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
46.
|
Rights resulting from a lease
|
March 16, 2016
at 11:27 a.m.
16-0222165-0001
|
Lessor:
Liebherr Canada Ltd.
Lessee:
PF Résolu Canada Inc. / Resolute FP Canada Inc.
|
Property:
Specific equipment (one (1) Liebherr wheel loader, 2015, model LH50M, serial number 1203-83545) with accessories and all proceeds therefrom.
Date of the agreement:
March 16, 2016
Expiry date:
March 16, 2019
|
47.
|
Rights resulting from a lease
|
February 19, 2016
at 9:00 a.m.
16-0139011-0001
|
Lessor:
Liebherr Canada Ltd.
Lessee:
PF Resolut Canada Inc. (Division Baie Comeau)
|
Property:
Specific equipment (one (1) used wheeled Excavator 2004 Liebherr, model A934BHD, serial number 935-019551) with accessories and all proceeds therefrom.
Date of the agreement:
February 18, 2016
Expiry date:
February 18, 2019
|
122
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
G)
|
Conventional hypothec without delivery
|
May 19, 2015
at 2:52 p.m.
15-0448416-0001
|
Secured Party:
Bank of America, N.A.
Grantors:
AbitibiBowater Canada Inc.
Resolute FP Canada Inc.
PF Résolu Canada Inc.
Bowater Canadian Limited
Bowater Canadienne Limitée
Bowater Lahave Corporation
[Fibrek Holding Inc.]
[Gestion Fibrek Inc.]
Fibrek General Partnership
Fibrek S.E.N.C.
Fibrek International Inc.
Resolute Growth Canada Inc.
Croissance Résolu Canada Inc.
3294649 Nova Scotia Company
Fibrek Canada ULC
[Resolute Sales Inc.]
[Résolu Ventes Inc.]
|
Charged property:
All of each Grantor’s right, title and interest in and to the following property, whether now owned or hereafter acquired, and wheresoever situate (collectively, the “Collateral”):
a)
All Claims;
b)
All cash and Deposit Accounts and all monies deposited therein;
c)
All Inventory;
d)
All commodities contracts, commodities accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
e)
To the extent evidencing or governing any of the items referred to in the preceding clauses (a) through (d):
(ii)
all Documents of Title;
(iii)
all incorporeal movable property (excluding Intellectual Property);
(iv)
all Contracts; and
(v)
all Instruments;
f)
Each promissory note evidencing Indebtedness that evidences, governs or arises out of the disposition after the Closing Date of any accounts receivable included in the preceding clauses (a) or Inventory included in the preceding clauses (c), excluding in each case:
(i)
promissory notes executed in favour of a Grantor by any Credit Party or Subsidiary; and
(ii)
promissory notes in a principal amount of less than US$20,000,000, so long as the aggregate principal amount of promissory notes not so pledged under the exclusion does not exceed US$40,000,000,
(collectively, the “Pledged Debt Securities”);
g)
To the extent securing or supporting any of the items referred to in the preceding clauses (a) through (e), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
h)
All Books and Record pertaining to the foregoing;
i)
All fruits and revenues emanating from the Collateral (the “Proceeds”); and
j)
Any and all Collateral which is acquired, transformed or manufactured after the date of the Deed shall be charged:
|
123
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
|
|
|
|
(i)
whether or not such property has been acquired in replacement of other Collateral which may have been alienated by such Grantor in the ordinary course of business;
(ii)
whether or not such property results from a transformation, mixture or combination of any Collateral; and
(iii)
in the case of any of the Pledged Debt Securities, whether or not they have been issued pursuant to the purchase, redemption, conversion or cancellation or any other transformation of such charged Pledged Debt Securities.
Capitalized terms used but not otherwise defined have the meaning ascribed in the registration.
Amount:
$1,500,000,000 with interest at the rate of 25% per annum.
Expiry date:
May 19, 2025
Comments:
Modification registered on August 19, 2015 under number 15-0801206-0001 to remove Resolute Sales Inc./Resolu Ventes Inc. as a grantor.
Change of name registered on August 3, 2015 under number 15-0734317-0001 to change the name “Gestion Fibrek Inc.” and “Fibrek Holding Inc.” to “Fibrek Canada ULC”.
Rectification registered on May 28, 2015 under number 15-0464062-0001 to correct the definition of “Revolving Exposure”.
|
124
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
H)
|
Conventional hypothec without delivery
|
May 19, 2015
at 2:52 p.m.
15-0448416-0001
|
Secured Party:
Bank of America, N.A.
Grantors:
AbitibiBowater Canada Inc.
Resolute FP Canada Inc.
PF Résolu Canada Inc.
Bowater Canadian Limited
Bowater Canadienne Limitée
Bowater Lahave Corporation
[Fibrek Holding Inc.]
[Gestion Fibrek Inc.]
Fibrek General Partnership
Fibrek S.E.N.C.
Fibrek International Inc.
Resolute Growth Canada Inc.
Croissance Résolu Canada Inc.
3294649 Nova Scotia Company
Fibrek Canada ULC
[Resolute Sales Inc.]
[Résolu Ventes Inc.]
|
Charged property:
All of each Grantor’s right, title and interest in and to the following property, whether now owned or hereafter acquired, and wheresoever situate (collectively, the “Collateral”):
a)
All Claims;
b)
All cash and Deposit Accounts and all monies deposited therein;
c)
All Inventory;
d)
All commodities contracts, commodities accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
e)
To the extent evidencing or governing any of the items referred to in the preceding clauses (a) through (d):
(ii)
all Documents of Title;
(iii)
all incorporeal movable property (excluding Intellectual Property);
(iv)
all Contracts; and
(v)
all Instruments;
a)
Each promissory note evidencing Indebtedness that evidences, governs or arises out of the disposition after the Closing Date of any accounts receivable included in the preceding clauses (a) or Inventory included in the preceding clauses (c), excluding in each case:
(iii)
promissory notes executed in favour of a Grantor by any Credit Party or Subsidiary; and
(iv)
promissory notes in a principal amount of less than US$20,000,000, so long as the aggregate principal amount of promissory notes not so pledged under the exclusion does not exceed US$40,000,000,
(collectively, the “Pledged Debt Securities”);
b)
To the extent securing or supporting any of the items referred to in the preceding clauses (a) through (e), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
c)
All Books and Record pertaining to the foregoing;
d)
All fruits and revenues emanating from the Collateral (the “Proceeds”); and
|
125
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
|
|
|
|
e)
Any and all Collateral which is acquired, transformed or manufactured after the date of the Deed shall be charged:
(iv)
whether or not such property has been acquired in replacement of other Collateral which may have been alienated by such Grantor in the ordinary course of business;
(v)
whether or not such property results from a transformation, mixture or combination of any Collateral; and
(vi)
in the case of any of the Pledged Debt Securities, whether or not they have been issued pursuant to the purchase, redemption, conversion or cancellation or any other transformation of such charged Pledged Debt Securities.
Capitalized terms used but not otherwise defined have the meaning ascribed in the registration.
Amount:
$1,500,000,000 with interest at the rate of 25% per annum.
Expiry date:
May 19, 2025
Comments:
Modification registered on August 19, 2015 under number 15-0801206-0001 to remove Resolute Sales Inc./Resolu Ventes Inc. as a grantor.
Change of name registered on August 3, 2015 under number 15-0734317-0001 to change the name “Gestion Fibrek Inc.” and “Fibrek Holding Inc.” to “Fibrek Canada ULC”.
Rectification registered on May 28, 2015 under number 15-0464062-0001 to correct the definition of “Revolving Exposure”.
|
126
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
I)
|
Conventional hypothec without delivery
|
May 19, 2015
at 2:52 p.m.
15-0448416-0001
|
Secured Party:
Bank of America, N.A.
Grantors:
AbitibiBowater Canada Inc.
Resolute FP Canada Inc.
PF Résolu Canada Inc.
Bowater Canadian Limited
Bowater Canadienne Limitée
Bowater Lahave Corporation
[Fibrek Holding Inc.]
[Gestion Fibrek Inc.]
Fibrek General Partnership
Fibrek S.E.N.C.
Fibrek International Inc.
Resolute Growth Canada Inc.
Croissance Résolu Canada Inc.
3294649 Nova Scotia Company
Fibrek Canada ULC
[Resolute Sales Inc.]
[Résolu Ventes Inc.]
|
Charged property:
All of each Grantor’s right, title and interest in and to the following property, whether now owned or hereafter acquired, and wheresoever situate (collectively, the “Collateral”):
a)
All Claims;
b)
All cash and Deposit Accounts and all monies deposited therein;
c)
All Inventory;
d)
All commodities contracts, commodities accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
e)
To the extent evidencing or governing any of the items referred to in the preceding clauses (a) through (d):
(ii)
all Documents of Title;
(iii)
all incorporeal movable property (excluding Intellectual Property);
(iv)
all Contracts; and
(v)
all Instruments;
a)
Each promissory note evidencing Indebtedness that evidences, governs or arises out of the disposition after the Closing Date of any accounts receivable included in the preceding clauses (a) or Inventory included in the preceding clauses (c), excluding in each case:
(v)
promissory notes executed in favour of a Grantor by any Credit Party or Subsidiary; and
(vi)
promissory notes in a principal amount of less than US$20,000,000, so long as the aggregate principal amount of promissory notes not so pledged under the exclusion does not exceed US$40,000,000,
(collectively, the “Pledged Debt Securities”);
b)
To the extent securing or supporting any of the items referred to in the preceding clauses (a) through (e), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
|
127
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
|
|
|
|
c)
All Books and Record pertaining to the foregoing;
d)
All fruits and revenues emanating from the Collateral (the “Proceeds”); and
e)
Any and all Collateral which is acquired, transformed or manufactured after the date of the Deed shall be charged:
(vii)
whether or not such property has been acquired in replacement of other Collateral which may have been alienated by such Grantor in the ordinary course of business;
(viii)
whether or not such property results from a transformation, mixture or combination of any Collateral; and
(ix)
in the case of any of the Pledged Debt Securities, whether or not they have been issued pursuant to the purchase, redemption, conversion or cancellation or any other transformation of such charged Pledged Debt Securities.
Capitalized terms used but not otherwise defined have the meaning ascribed in the registration.
Amount:
$1,500,000,000 with interest at the rate of 25% per annum.
Expiry date:
May 19, 2025
Comments:
Modification registered on August 19, 2015 under number 15-0801206-0001 to remove Resolute Sales Inc./Resolu Ventes Inc. as a grantor.
Change of name registered on August 3, 2015 under number 15-0734317-0001 to change the name “Gestion Fibrek Inc.” and “Fibrek Holding Inc.” to “Fibrek Canada ULC”.
Rectification registered on May 28, 2015 under number 15-0464062-0001 to correct the definition of “Revolving Exposure”.
|
128
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
J)
|
Conventional hypothec without delivery
|
May 19, 2015
at 2:52 p.m.
15-0448416-0001
|
Secured Party:
Bank of America, N.A.
Grantors:
AbitibiBowater Canada Inc.
Resolute FP Canada Inc.
PF Résolu Canada Inc.
Bowater Canadian Limited
Bowater Canadienne Limitée
Bowater Lahave Corporation
[Fibrek Holding Inc.]
[Gestion Fibrek Inc.]
Fibrek General Partnership
Fibrek S.E.N.C.
Fibrek International Inc.
Resolute Growth Canada Inc.
Croissance Résolu Canada Inc.
3294649 Nova Scotia Company
Fibrek Canada ULC
[Resolute Sales Inc.]
[Résolu Ventes Inc.]
|
Charged property:
All of each Grantor’s right, title and interest in and to the following property, whether now owned or hereafter acquired, and wheresoever situate (collectively, the “Collateral”):
a)
All Claims;
b)
All cash and Deposit Accounts and all monies deposited therein;
c)
All Inventory;
d)
All commodities contracts, commodities accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
e)
To the extent evidencing or governing any of the items referred to in the preceding clauses (a) through (d):
(ii)
all Documents of Title;
(iii)
all incorporeal movable property (excluding Intellectual Property);
(iv)
all Contracts; and
(v)
all Instruments;
a)
Each promissory note evidencing Indebtedness that evidences, governs or arises out of the disposition after the Closing Date of any accounts receivable included in the preceding clauses (a) or Inventory included in the preceding clauses (c), excluding in each case:
(vii)
promissory notes executed in favour of a Grantor by any Credit Party or Subsidiary; and
(viii)
promissory notes in a principal amount of less than US$20,000,000, so long as the aggregate principal amount of promissory notes not so pledged under the exclusion does not exceed US$40,000,000,
(collectively, the “Pledged Debt Securities”);
b)
To the extent securing or supporting any of the items referred to in the preceding clauses (a) through (e), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
|
129
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
|
|
|
|
c)
All Books and Record pertaining to the foregoing;
d)
All fruits and revenues emanating from the Collateral (the “Proceeds”); and
e)
Any and all Collateral which is acquired, transformed or manufactured after the date of the Deed shall be charged:
(x)
whether or not such property has been acquired in replacement of other Collateral which may have been alienated by such Grantor in the ordinary course of business;
(xi)
whether or not such property results from a transformation, mixture or combination of any Collateral; and
(xii)
in the case of any of the Pledged Debt Securities, whether or not they have been issued pursuant to the purchase, redemption, conversion or cancellation or any other transformation of such charged Pledged Debt Securities.
Capitalized terms used but not otherwise defined have the meaning ascribed in the registration.
Amount:
$1,500,000,000 with interest at the rate of 25% per annum.
Expiry date:
May 19, 2025
Comments:
Modification registered on August 19, 2015 under number 15-0801206-0001 to remove Resolute Sales Inc./Resolu Ventes Inc. as a grantor.
Change of name registered on August 3, 2015 under number 15-0734317-0001 to change the name “Gestion Fibrek Inc.” and “Fibrek Holding Inc.” to “Fibrek Canada ULC”.
Rectification registered on May 28, 2015 under number 15-0464062-0001 to correct the definition of “Revolving Exposure”.
|
130
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
2.
|
Rights of ownership of the Lessor (Leasing agreement)
|
November 4, 2011
at 11:27 a.m.
11-0853523-0001
|
Lessor:
CBSC Capital Inc.
Lessees:
Fibrek S.E.N.C.
Fibrek Holding Inc.
Gestion Fibrek Inc.
[Fibrek Inc.]
|
Property:
All goods supplied by the Lessor to the Lessee, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing and all proceeds.
Date of the agreement:
November 4, 2011
Expiry date:
November 3, 2017
Comments:
Change of name resulting from an amalgamation registered on January 9, 2013 under number 13-0014823-0001 from Fibrek Inc., Fibrek Holding Inc., Gestion Fibrek Inc. to Fibrek Holding Inc. and Gestion Fibrek Inc.
|
3.
|
Reservation of ownership (Instalment sale)
|
August 13, 2014
at 2:58 p.m.
14-0746462-0001
|
Vendor:
Acklands-Grainger Inc.
Purchaser:
Fibrek Inc.
|
Property:
Specific equipment.
Date of the agreement:
-
Expiry date:
August 13, 2019
|
4.
|
Rights of ownership of the Lessor (Leasing agreement)
|
October 5, 2015
at 9:00 a.m.
15-0966384-0001
|
Lessor:
De Lage Landen Financial Serevices Canada Inc.
Lessees:
Fibrek S.E.N.C.
Fibrek General Partnership
Fibrek S.E.N.C./Fibrek General Partnership
Fibrek General Partnership/ Fibrek S.E.N.C.
Fibrek Canada Ulc
SFK Pate Finco Inc.
SFK Pulp Finco Inc.
SFK Pate Finco Inc./ SFK Pulp Finco Inc.
SFK Pulp Finco Inc./ SFK Pate Finco Inc.
[Skf Pate Finco Inc.]
[Skf Pulp Finco Inc.]
[Skf Pate Finco Inc./Skf Pulp Finco Inc.]
[Skf Pulp Finco Inc./Skf Pate Finco Inc.]
|
Property:
Specific equipment (new 2015 Titan trackmobile mobile raidcar mover) with all attachments and accessories including all parts, accessories, replacements, additions and accessions, tangible and intangible (including software), now and hereafter relating thereto or affixed thereon and including any documentation, manuals or information provided in connection therewith.
Date of the agreement:
November 5, 2015
Expiry date:
October 1, 2021
Comments:
Rectification registered on January 4, 2016 under number 15-1253459-0001 to correct the name of a Lessee
Modification registered on January 6, 2016 under number 16-0007717-0001 to amend the date of the agreement from October 2, 2016 to November 5, 2015.
|
131
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
K)
|
Conventional hypothec without delivery
|
May 19, 2015
at 2:52 p.m.
15-0448416-0001
|
Secured Party:
Bank of America, N.A.
Grantors:
AbitibiBowater Canada Inc.
Resolute FP Canada Inc.
PF Résolu Canada Inc.
Bowater Canadian Limited
Bowater Canadienne Limitée
Bowater Lahave Corporation
[Fibrek Holding Inc.]
[Gestion Fibrek Inc.]
Fibrek General Partnership
Fibrek S.E.N.C.
Fibrek International Inc.
Resolute Growth Canada Inc.
Croissance Résolu Canada Inc.
3294649 Nova Scotia Company
Fibrek Canada ULC
[Resolute Sales Inc.]
[Résolu Ventes Inc.]
|
Charged property:
All of each Grantor’s right, title and interest in and to the following property, whether now owned or hereafter acquired, and wheresoever situate (collectively, the “Collateral”):
a)
All Claims;
b)
All cash and Deposit Accounts and all monies deposited therein;
c)
All Inventory;
d)
All commodities contracts, commodities accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
e)
To the extent evidencing or governing any of the items referred to in the preceding clauses (a) through (d):
(ii)
all Documents of Title;
(iii)
all incorporeal movable property (excluding Intellectual Property);
(iv)
all Contracts; and
(v)
all Instruments;
a)
Each promissory note evidencing Indebtedness that evidences, governs or arises out of the disposition after the Closing Date of any accounts receivable included in the preceding clauses (a) or Inventory included in the preceding clauses (c), excluding in each case:
(ix)
promissory notes executed in favour of a Grantor by any Credit Party or Subsidiary; and
(x)
promissory notes in a principal amount of less than US$20,000,000, so long as the aggregate principal amount of promissory notes not so pledged under the exclusion does not exceed US$40,000,000,
(collectively, the “Pledged Debt Securities”);
b)
To the extent securing or supporting any of the items referred to in the preceding clauses (a) through (e), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
|
132
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
|
|
|
|
c)
All Books and Record pertaining to the foregoing;
d)
All fruits and revenues emanating from the Collateral (the “Proceeds”); and
e)
Any and all Collateral which is acquired, transformed or manufactured after the date of the Deed shall be charged:
(xiii)
whether or not such property has been acquired in replacement of other Collateral which may have been alienated by such Grantor in the ordinary course of business;
(xiv)
whether or not such property results from a transformation, mixture or combination of any Collateral; and
(xv)
in the case of any of the Pledged Debt Securities, whether or not they have been issued pursuant to the purchase, redemption, conversion or cancellation or any other transformation of such charged Pledged Debt Securities.
Capitalized terms used but not otherwise defined have the meaning ascribed in the registration.
Amount:
$1,500,000,000 with interest at the rate of 25% per annum.
Expiry date:
May 19, 2025
Comments:
Modification registered on August 19, 2015 under number 15-0801206-0001 to remove Resolute Sales Inc./Resolu Ventes Inc. as a grantor.
Change of name registered on August 3, 2015 under number 15-0734317-0001 to change the name “Gestion Fibrek Inc.” and “Fibrek Holding Inc.” to “Fibrek Canada ULC”.
Rectification registered on May 28, 2015 under number 15-0464062-0001 to correct the definition of “Revolving Exposure”.
|
133
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
2.
|
Rights resulting from a lease
|
December 23, 2010
at 9:52 a.m.
10-0902123-0006
|
Lessor:
Deragon Location Inc.
Lessee:
Fibrek Senc.
|
Property:
Specific vehicle (BMW 528 I, 2010).
Date of the agreement:
December 22, 2010
Expiry date:
December 22, 2017
|
3.
|
Rights resulting from a lease
|
December 23, 2010
at 9:52 a.m.
10-0902123-0005
|
Lessor:
Deragon Location Inc.
Lessee:
Fibrek Senc.
|
Property:
Specific vehicle (BMW 335XI, 2010).
Date of the agreement:
December 22, 2010
Expiry date:
December 22, 2017
|
4.
|
Rights of ownership of the Lessor (Leasing agreement)
|
April 21, 2011
at 10:48 a.m.
11-0278791-0004
|
Lessor:
Hewlett-Packard Financial Services Canada Company
Compagnie de Services Financiers Hewlett-Packard Canada
Lessee:
Fibrek S.E.N.C.
|
Property:
Any and all equipment, tangible and intangible, pursuant to equipment schedule no. 3495523556000001 and amendments thereto, under Master Lease Agreement no. 3495523556, and all amounts owing thereunder.
Date of the agreement:
April 19, 2011
Expiry date:
April 19, 2016
|
5.
|
Rights of ownership of the Lessor (Leasing agreement)
(Global registration)
|
April 21, 2011
at 10:48 a.m.
11-0278791-0003
|
Lessor:
Hewlett-Packard Financial Services Canada Company
Compagnie de Services Financiers Hewlett-Packard Canada
Lessee:
Fibrek S.E.N.C.
|
Property:
Any and all equipment, tangible and intangible, leased pursuant to schedules under Master Lease Agreement no. 3495523556 and any proceeds therefrom.
Date of the agreement:
April 19, 2011
Expiry date:
April 19, 2021
|
6.
|
Rights resulting from a lease
|
May 5, 2011
at 9:00 a.m.
11-0318320-0015
|
Lessor:
Deragon Location Inc.
Lessee:
Fibrek S.E.N.C.
|
Property:
Specific vehicle (BMW X3, 2011).
Date of the agreement:
April 26, 2011
Expiry date:
April 26, 2018
|
134
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Information
|
7.
|
Rights of ownership of the Lessor (Leasing agreement)
|
November 4, 2011
at 11:27 a.m.
11-0853523-0001
|
Lessor:
CBSC Capital Inc.
Lessees:
Fibrek S.E.N.C.
Fibrek Holding Inc.
Gestion Fibrek Inc.
[Fibrek Inc.]
|
Property:
All goods supplied by the Lessor to the Lessee, together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing and all proceeds.
Date of the agreement:
November 4, 2011
Expiry date:
November 3, 2017
Comments:
Change of name resulting from an amalgamation registered on January 9, 2013 under number 13-0014823-0001 from Fibrek Inc., Fibrek Holding Inc., Gestion Fibrek Inc. to Fibrek Holding Inc. and Gestion Fibrek Inc.
|
8.
|
Rights of ownership of the Lessor (Leasing agreement)
|
October 5, 2015
at 9:00 a.m.
15-0966384-0001
|
Lessor:
De Lage Landen Financial Serevices Canada Inc.
Lessees:
Fibrek S.E.N.C.
Fibrek General Partnership
Fibrek S.E.N.C./Fibrek General Partnership
Fibrek General Partnership/ Fibrek S.E.N.C.
Fibrek Canada Ulc
SFK Pate Finco Inc.
SFK Pulp Finco Inc.
SFK Pate Finco Inc./ SFK Pulp Finco Inc.
SFK Pulp Finco Inc./ SFK Pate Finco Inc.
[Skf Pate Finco Inc.]
[Skf Pulp Finco Inc.]
[Skf Pate Finco Inc./Skf Pulp Finco Inc.]
[Skf Pulp Finco Inc./Skf Pate Finco Inc.]
|
Property:
Specific equipment (new 2015 Titan trackmobile mobile raidcar mover) with all attachments and accessories including all parts, accessories, replacements, additions and accessions, tangible and intangible (including software), now and hereafter relating thereto or affixed thereon and including any documentation, manuals or information provided in connection therewith.
Date of the agreement:
November 5, 2015
Expiry date:
October 1, 2021
Comments:
Rectification registered on January 4, 2016 under number 15-1253459-0001 to correct the name of a Lessee
Modification registered on January 6, 2016 under number 16-0007717-0001 to amend the date of the agreement from October 2, 2016 to November 5, 2015.
|
135
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
L)
|
Conventional hypothec without delivery
|
May 19, 2015
at 2:52 p.m.
15-0448416-0001
|
Secured Party:
Bank of America, N.A.
Grantors:
AbitibiBowater Canada Inc.
Resolute FP Canada Inc.
PF Résolu Canada Inc.
Bowater Canadian Limited
Bowater Canadienne Limitée
Bowater Lahave Corporation
[Fibrek Holding Inc.]
[Gestion Fibrek Inc.]
Fibrek General Partnership
Fibrek S.E.N.C.
Fibrek International Inc.
Resolute Growth Canada Inc.
Croissance Résolu Canada Inc.
3294649 Nova Scotia Company
Fibrek Canada ULC
[Resolute Sales Inc.]
[Résolu Ventes Inc.]
|
Charged property:
All of each Grantor’s right, title and interest in and to the following property, whether now owned or hereafter acquired, and wheresoever situate (collectively, the “Collateral”):
a)
All Claims;
b)
All cash and Deposit Accounts and all monies deposited therein;
c)
All Inventory;
d)
All commodities contracts, commodities accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
e)
To the extent evidencing or governing any of the items referred to in the preceding clauses (a) through (d):
(ii)
all Documents of Title;
(iii)
all incorporeal movable property (excluding Intellectual Property);
(iv)
all Contracts; and
(v)
all Instruments;
a)
Each promissory note evidencing Indebtedness that evidences, governs or arises out of the disposition after the Closing Date of any accounts receivable included in the preceding clauses (a) or Inventory included in the preceding clauses (c), excluding in each case:
(xi)
promissory notes executed in favour of a Grantor by any Credit Party or Subsidiary; and
(xii)
promissory notes in a principal amount of less than US$20,000,000, so long as the aggregate principal amount of promissory notes not so pledged under the exclusion does not exceed US$40,000,000,
(collectively, the “Pledged Debt Securities”);
b)
To the extent securing or supporting any of the items referred to in the preceding clauses (a) through (e), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
|
136
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
|
|
|
|
c)
All Books and Record pertaining to the foregoing;
d)
All fruits and revenues emanating from the Collateral (the “Proceeds”); and
e)
Any and all Collateral which is acquired, transformed or manufactured after the date of the Deed shall be charged:
(i)
whether or not such property has been acquired in replacement of other Collateral which may have been alienated by such Grantor in the ordinary course of business;
(ii)
whether or not such property results from a transformation, mixture or combination of any Collateral; and
(iii)
in the case of any of the Pledged Debt Securities, whether or not they have been issued pursuant to the purchase, redemption, conversion or cancellation or any other transformation of such charged Pledged Debt Securities.
Capitalized terms used but not otherwise defined have the meaning ascribed in the registration.
Amount:
$1,500,000,000 with interest at the rate of 25% per annum.
Expiry date:
May 19, 2025
Comments:
Modification registered on August 19, 2015 under number 15-0801206-0001 to remove Resolute Sales Inc./Resolu Ventes Inc. as a grantor.
Change of name registered on August 3, 2015 under number 15-0734317-0001 to change the name “Gestion Fibrek Inc.” and “Fibrek Holding Inc.” to “Fibrek Canada ULC”.
Rectification registered on May 28, 2015 under number 15-0464062-0001 to correct the definition of “Revolving Exposure”.
|
137
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
M)
|
Conventional hypothec without delivery
|
May 19, 2015
at 2:52 p.m.
15-0448416-0001
|
Secured Party:
Bank of America, N.A.
Grantors:
AbitibiBowater Canada Inc.
Resolute FP Canada Inc.
PF Résolu Canada Inc.
Bowater Canadian Limited
Bowater Canadienne Limitée
Bowater Lahave Corporation
[Fibrek Holding Inc.]
[Gestion Fibrek Inc.]
Fibrek General Partnership
Fibrek S.E.N.C.
Fibrek International Inc.
Resolute Growth Canada Inc.
Croissance Résolu Canada Inc.
3294649 Nova Scotia Company
Fibrek Canada ULC
[Resolute Sales Inc.]
(i)
[Résolu Ventes Inc.]
|
Charged property:
All of each Grantor’s right, title and interest in and to the following property, whether now owned or hereafter acquired, and wheresoever situate (collectively, the “Collateral”):
a) All Claims;
b) All cash and Deposit Accounts and all monies deposited therein;
c) All Inventory;
d) All commodities contracts, commodities accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
e) To the extent evidencing or governing any of the items referred to in the preceding clauses (a) through (d):
(i)
all Documents of Title;
(ii)
all incorporeal movable property (excluding Intellectual Property);
(iii)
all Contracts; and
(iv)
all Instruments;
f)
Each promissory note evidencing Indebtedness that evidences, governs or arises out of the disposition after the Closing Date of any accounts receivable included in the preceding clauses (a) or Inventory included in the preceding clauses (c), excluding in each case:
(i)
promissory notes executed in favour of a Grantor by any Credit Party or Subsidiary; and
(ii)
promissory notes in a principal amount of less than US$20,000,000, so long as the aggregate principal amount of promissory notes not so pledged under the exclusion does not exceed US$40,000,000,
(collectively, the “Pledged Debt Securities”);
|
138
|
139
|
140
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
O)
|
Conventional hypothec without delivery
|
May 19, 2015
at 2:52 p.m.
15-0448416-0001
|
Secured Party:
Bank of America, N.A.
Grantors:
AbitibiBowater Canada Inc.
Resolute FP Canada Inc.
PF Résolu Canada Inc.
Bowater Canadian Limited
Bowater Canadienne Limitée
Bowater Lahave Corporation
Fibrek Holding Inc.
Gestion Fibrek Inc.
Fibrek General Partnership
Fibrek S.E.N.C.
Fibrek International Inc.
Resolute Growth Canada Inc.
Croissance Résolu Canada Inc.
3294649 Nova Scotia Company
Resolute Sales Inc.
Résolu Ventes Inc.
|
Charged property:
All of each Grantor’s right, title and interest in and to the following property, whether now owned or hereafter acquired, and wheresoever situate (collectively, the “Collateral”):
a)
All Claims;
b)
All cash and Deposit Accounts and all monies deposited therein;
c)
All Inventory;
d)
All commodities contracts, commodities accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
e)
To the extent evidencing or governing any of the items referred to in the preceding clauses (a) through (d):
(ii)
all Documents of Title;
(iii)
all incorporeal movable property (excluding Intellectual Property);
(iv)
all Contracts; and
(v)
all Instruments;
a)
Each promissory note evidencing Indebtedness that evidences, governs or arises out of the disposition after the Closing Date of any accounts receivable included in the preceding clauses (a) or Inventory included in the preceding clauses (c), excluding in each case:
(ii)
promissory notes executed in favour of a Grantor by any Credit Party or Subsidiary; and
|
141
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
|
|
|
|
(iii)
promissory notes in a principal amount of less than US$20,000,000, so long as the aggregate principal amount of promissory notes not so pledged under the exclusion does not exceed US$40,000,000,
(collectively, the “Pledged Debt Securities”);
b)
To the extent securing or supporting any of the items referred to in the preceding clauses (a) through (e), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
c)
All Books and Record pertaining to the foregoing;
d)
All fruits and revenues emanating from the Collateral (the “Proceeds”); and
e)
Any and all Collateral which is acquired, transformed or manufactured after the date of the Deed shall be charged:
(iv)
whether or not such property has been acquired in replacement of other Collateral which may have been alienated by such Grantor in the ordinary course of business;
(v)
whether or not such property results from a transformation, mixture or combination of any Collateral; and
(vi)
in the case of any of the Pledged Debt Securities, whether or not they have been issued pursuant to the purchase, redemption, conversion or cancellation or any other transformation of such charged Pledged Debt Securities.
|
142
|
|
Nature of right
|
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
|
|
|
|
Capitalized terms used but not otherwise defined have the meaning ascribed in the registration.
Amount:
$1,500,000,000 with interest at the rate of 25% per annum.
Expiry date:
May 19, 2025
Comments:
Modification registered on August 19, 2015 under number 15-0801206-0001 to remove Resolute Sales Inc./Resolu Ventes Inc. as a grantor.
Change of name registered on August 3, 2015 under number 15-0734317-0001 to change the name “Gestion Fibrek Inc.” and “Fibrek Holding Inc.” to “Fibrek Canada ULC”.
Rectification registered on May 28, 2015 under number 15-0464062-0001 to correct the definition of “Revolving Exposure”.
|
143
|
|
Nature of
rights |
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
P)
|
Conventional hypothec without delivery
|
October 5, 2015
at 11:06 a.m.
15-0969359-0001
|
Secured Party:
Bank of America, N.A.
Grantors:
RFPG Holding Inc.
Gestion RFPG Inc.
RFPG L.P.
PFRC S.E.C.
|
Charged Property:
All of each Grantor’s right, title and interest in and to the following property, whether now owned or hereafter acquired, and wheresoever situate (collectively, the “Collateral”):
a) All Claims;
b) All cash and Deposit Accounts and all monies deposited therein;
c) All Inventory;
d) All commodities contracts, commodities accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
e)To the extent evidencing or governing any of the items referred to in the preceding clauses (a) through (d):
(i) all Documents of Title;
(ii) all incorporeal movable property (excluding Intellectual Property);
(iii)all Contracts; and
(iv) all Instruments;
(f) Each promissory note evidencing Indebtedness that evidences, governs or arises out of the disposition after the Closing Date of any accounts receivable included in the preceding clauses (a) or Inventory included in the preceding clauses (c), excluding in each case:
(i) promissory notes executed in favour of a Grantor by any Credit Party or Subsidiary; and
|
144
|
|
Nature of
rights |
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
|
|
|
|
(ii) promissory notes in a principal amount of less than US$20,000,000, so long as the aggregate principal amount of promissory notes not so pledged under the exclusion does not exceed US$40,000,000,
(collectively, the “Pledged Debt Securities”);
(g) To the extent securing or supporting any of the items referred to in the preceding clauses (a) through (e), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
(h) All Books and Record pertaining to the foregoing;
(i) All fruits and revenues emanating from the Collateral (the “Proceeds”); and
(j) Any and all Collateral which is acquired, transformed or manufactured after the date of the Deed shall be charged:
(i) whether or not such property has been acquired in replacement of other Collateral which may have been alienated by such Grantor in the ordinary course of business;
(ii) whether or not such property results from a transformation, mixture or combination of any Collateral; and
(iii) in the case of any of the Pledged Debt Securities, whether or not they have been issued pursuant to the purchase, redemption, conversion or cancellation or any other transformation of such charged Pledged Debt Securities.
Capitalized terms used but not otherwise defined have the meaning ascribed in the registration.
Amount:
Each Grantor grants a hypothec for the amount of $1,500,000,000 with interest at the rate of 25% per annum.
Expiry date:
October 5, 2025
|
145
|
|
Nature of
rights |
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
Q)
|
Conventional hypothec with delivery
|
December 11, 2015
at 10:42 a.m.
15-1205182-0001
|
Secured Party:
Resolute FP Canada Inc.
PF Résolu Canada Inc.
Grantors:
RFPG L.P.
PFRC S.E.C.
|
Charged Property:
All of the Grantor’s present and future right, title and interest in, to and under the Charged Property.
“Charged Property” means, collectively, the Preferred Shares, the Related Assets and the Proceeds;
“LP Promise to Pay” means the Secured Party’s promise in Section 5.1 of the Purchase and Forward Repurchase Agreement to pay Cdn$600,000,000 to the Grantor on December 11, 2018 (as such date may be extgended in accordance with the terms of the Purchase and Forward Repurchase Agreement), together with interest thereon at the rate of 6.7% per annum, all upon and subject to the terms and contitions set out in the Purchase and Forward Repurchase Agreement”;
"Newco RFPC" means 3284649 Nova Scotia Company, an unlimited company under the laws of the Province of Nova Scotia;
"Preferred Shares" means 600,000,000 issued and outstanding preferred shares in the capital stock of Newco RFPC;
"Proceeds" shall mean any and all proceeds, whether in the form of cash or other property, received, receivable, or otherwise distributed in respect of or in exchange for or as a replacement of or a substitution for, any of the Preferred Shares or the Related Assets;
"Related Assets" means:
(a) any dividends, distributions, interest and other income payable from time to time in respect of any of the Preferred Shares;
(b) any allotments, rights, money or property arising from time to time from any of the Preferred Shares by way of conversion, stock split, merger, exchange, redemption, bonus, preference, option, substitution, transformation or otherwise, and all moneys or property distributed thereon by way of return of capital;
(c) any stock or other securities offered from time to time in addition to or substitution for any of the Preferred Shares; and
|
146
|
|
Nature of
rights |
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
|
|
|
|
(d) all other rights, benefits and proceeds in respect of or derived from any of the Preferred Shares.
Amount:
$600,000,000 with interest thereon from the date of the Agreement at the rate of 6.7% per annum.
Expiry date:
December 31, 2025
Comments:
Convention hypothec without deliverey registered on December 14, 2015 under number 15-1210108-0001 granted by Resolute FP Canada Inc./PF Résolu Canada Inc. in favour of RFPG L.P./PFRC S.E.C.
Convention hypothec without deliverey registered on December 15, 2015 under number 15-1215052-0001 granted by Resolute FP Canada Inc./PF Résolu Canada Inc. in favour of 3284649 Nova Scotia Company.
|
147
|
|
Nature of
rights |
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
R)
|
Conventional hypothec without delivery
|
July 6, 2015
at 1:47 p.m.
15-0629990-0001
|
Secured Party:
Bank of America, N.A.
Grantors:
9340963 Canada Inc.
9340939 Canada Inc.
Fibrek Canada L.P.
Fibrek Canada S.E.C.
|
Charged Property:
All of each Grantor’s right, title and interest in and to the following property, whether now owned or hereafter acquired, and wheresoever situate (collectively, the “Collateral”):
a)
All Claims;
b)
All cash and Deposit Accounts and all monies deposited therein;
c)
All Inventory;
d)
All commodities contracts, commodities accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
e)
To the extent evidencing or governing any of the items referred to in the preceding clauses (a) through (d):
(i) all Documents of Title;
(ii) all incorporeal movable property (excluding Intellectual Property);
(iii) all Contracts; and
(iv) all Instruments;
f)
Each promissory note evidencing Indebtedness that evidences, governs or arises out of the disposition after the Closing Date of any accounts receivable included in the preceding clauses (a) or Inventory included in the preceding clauses (c), excluding in each case:
(i) promissory notes executed in favour of a Grantor by any Credit Party or Subsidiary; and
|
148
|
|
Nature of
rights |
Date and
Registration N° |
Parties
|
Summary of Charge and Information
|
|
|
|
|
(ii) promissory notes in a principal amount of less than US$20,000,000, so long as the aggregate principal amount of promissory notes not so pledged under the exclusion does not exceed US$40,000,000,
(collectively, the “Pledged Debt Securities”);
g)
To the extent securing or supporting any of the items referred to in the preceding clauses (a) through (e), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
h)
All Books and Record pertaining to the foregoing;
i)
All fruits and revenues emanating from the Collateral (the “Proceeds”); and
j)
Any and all Collateral which is acquired, transformed or manufactured after the date of the Deed shall be charged:
(i) whether or not such property has been acquired in replacement of other Collateral which may have been alienated by such Grantor in the ordinary course of business;
(ii) whether or not such property results from a transformation, mixture or combination of any Collateral; and
(iii) in the case of any of the Pledged Debt Securities, whether or not they have been issued pursuant to the purchase, redemption, conversion or cancellation or any other transformation of such charged Pledged Debt Securities.
Capitalized terms used but not otherwise defined have the meaning ascribed in the registration.
Amount:
Each Grantor grants a hypothec for the amount of $1,500,000,000 with interest at the rate of 25% per annum.
Expiry date:
July 6, 2025
|
149
|
150
|
151
|
|
Date
File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
(vii)
To the extent securing or supporting any of the items referred to in the preceding clauses (i) through (v), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
(viii)
All books and records pertaining to the foregoing; and
(ix)
All products and proceeds of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of the Debtor or the Secured Creditors in respect thereof and all collateral security and guarantees given by any Person with respect to any of the foregoing).
Capitalized terms used above have the meanings set out in the registration.
Expiry date:
May 15, 2021
|
152
|
153
|
|
Date
Base Registration N°
Control N°
|
Parties
|
Summary of Charge and Information
|
U)
|
July 15, 2002
505042A
B4759064 |
Secured Party:
PHH Vehicle Management Services Inc.
Debtor:
Resolute FP Canada Inc.
PF Resolu Canada Inc.
Resolute FP Canada Inc./PF Resolu Canada Inc.
PF Resolu Canada Inc./Resolute FP Canada Inc.
[Abibow Canada Inc.]
[Abitibi-Consolidated Inc.]
|
Collateral:
Specific vehicles.
General collateral:
Motor vehicle, automotive equipment and materials handling equipment leased by the Debtor from the Secured Party together with all attachments, appurtenances, accessories or replacement parts and all proceeds therefrom.
Expiry date:
July 15, 2017
Comments:
Amendment registered on July 23, 2003 under number 177245B to amend the Secured Party address.
Amendment registered on November 16, 2005 under number 691714C to delete the vehicles and add four others.
Amendment registered on November 29, 2006 under number 376680D to include serial number collateral.
Partial discharge registered on April 16, 2007 of a specific vehicle.
Renewal registered on June 15, 2007 under number 739947D.
Addition of collateral registered on August 15, 2007 under number 858108D to add a new vehicle.
Partial discharge registered on April 30, 2008 under number 32214E.
Partial discharge registered on May 21, 2010 under number 572101F of four vehicles.
Amendment registered on July 21, 2011 under number 260871G to delete Abitibi-Consolidated Inc. to add Abibow Canada Inc. as Debtor.
Renewal registered on June 19, 2012 under number 802270G.
Amendment registered on July 19, 2012 under number 857231G to amend the name of the Debtor.
|
154
|
|
Date
Base Registration N°
Control N°
|
Parties
|
Summary of Charge and Information
|
V)
|
May 20, 2015
611557I
D3088943
|
Secured Party:
Bank of America, N.A.
Debtors:
Resolute FP Canada Inc.
PF Resolu Canada Inc.
Resolute FP Canada Inc./PF Resolu Canada Inc.
PF Resolu Canada Inc./Resolute FP Canada Inc.
AbitibBowater Canada Inc.
Bowater Canadian Limited
Bowater Canadienne Limitée
Bowater Canadian Limited/Bowater Canadienne Limitée
Bowater Canadienne Limitée/ Bowater Canadian Limited
Bowater LaHave Corporation
Fibrek Canada ULC
[Fibrek Holding Inc.]
[Gestion Fibrek Inc.]
[Fibrek Holding Inc./Gestion Fibrek Inc.]
[Gestion Fibrek Inc./ Fibrek Holding Inc.]
Fibrek General Partnership
Fibrek SENC
Fibrek General Partnership/Fibrek SENC
Fibrek SENC/Fibrek General Partnership
Fibrk International Inc.
3284649 Nova Scotia Company
Resolute Growth Canada Inc.
Croissance Resolu Canada Inc.
Resolute Growth Canada Inc./Croissance Resolu Canada Inc.
Croissance Resolu Canada Inc./ Resolute Growth Canada Inc.
9340963 Canada Inc.
9340939 Canada Inc.
Fibrek Canada S.E.C.
|
General Collateral:
1. All of the following assets and properties now owned or at any time hereafter acquired by the Debtors or in which the Debtors now have or at any time in the future may acquire any right, title or interest (collectively the “Collateral”):
(i) All Accounts;
(ii) All cash and all Deposit Accounts and all monies deposited therein;
(iii) All Inventory;
(iv) All future contracts, future accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
(v) To the extent evidencing or governing any if the items referred to in the preceding clauses (i) through (iv), (a) all documents, (b) all chattel paper (including, without limitation, all tangible chattel paper and all electronic chattel paper), (c) all Intangibles (excluding Intellectual Property), (d) all Contracts (together with all Contract Rights arising thereunder) and (e) all instruments;
(vi) Each promissory note evidencing indebtedness that evidences, governs or arises out of the disposition after the Closing Date of any accounts receivable included in the preceding clauses (i) or Inventory included in the preceding clauses (iii), excluding in each case (x) promissory notes executed in favour of the Debtor by any Credit Party or Subsidiary, and (y) promissory notes in a principal amount of less than US$20,000,000 so long as the aggregate principal amount of promissory notes not so pledged under the exclusion does not exceed US$40,000,000 (the “Pledged Debt Securities”);
(vii) To the extent securing or supporting any of the items referred to in the preceding clauses (i) through (v), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
|
155
|
|
Date
Base Registration N°
Control N°
|
Parties
|
Summary of Charge and Information
|
|
|
Fibrek Canada L.P.
Fibrek Canada S.E.C./Fibrek Canada L.P.
Fibrek Canada L.P./Fibrek Canada S.E.C.
3287647 Nova Scotia Company
RFPG LP
PFRC SEC
RFPG LP/PFRC SEC
PFRC SEC/ RFPG LP
RFPG Holding Inc./Gestion RFPG Inc.
RFPG Holding Inc.
Gestion RFPG Inc.
Gestion RFPG Inc./RFPG Holding Inc.
|
(viii) All books and records pertaining to the foregoing; and
(ix) All products and proceeds of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of the Debtor or the Secured Creditors in respect thereof and all collateral security and guarantees given by any Person with respect to any of the foregoing).
Capitalized terms used above have the meanings set out in the registration.
Expiry date: May 20, 2021
Comments:
Amendment registered on July 3, 2015 under number 700623I to add Debtor names and address.
Amendment registered on July 21, 2015 under number 735408I to add Fibrek Canada ULC as new Debtor.
Amendment registered on July 29, 2015 under number 752397I to delete Fibrek Holding Inc./Gestion Fibrek Inc.
Amendment registered on October 5, 2015 to add RFPG
LP/PFRC SEC and RFPG Holding Inc./Gestion RFPG Inc.as Debtors.
|
156
|
|
Date
Registration N° |
Parties
|
Summary of Charge and Information
|
W)
|
May 19, 2015
at 4:51:10 p.m.
201508882403
|
Secured Party:
Bank of America, N.A.
Debtors:
Resolute FP Canada Inc.
PF Resolu Canada Inc.
Resolute FP Canada Inc./PF Resolu Canada Inc.
PF Resolu Canada Inc./Resolute FP Canada Inc.
AbitibBowater Canada Inc.
Bowater Canadian Limited
Bowater Canadienne Limitée
Bowater Canadian Limited/Bowater Canadienne Limitée
Bowater Canadienne Limitée/ Bowater Canadian Limited
Bowater LaHave Corporation
Fibrek Canada ULC
[Fibrek Holding Inc.]
[Gestion Fibrek Inc.]
[Fibrek Holding Inc./Gestion Fibrek Inc.]
[Gestion Fibrek Inc./ Fibrek Holding Inc.]
Fibrek General Partnership
Fibrek SENC
Fibrek General Partnership/Fibrek SENC
Fibrek SENC/Fibrek General Partnership
Fibrk International Inc.
3284649 Nova Scotia Company
Resolute Growth Canada Inc.
Croissance Resolu Canada Inc.
Resolute Growth Canada Inc./Croissance Resolu Canada Inc.
Croissance Resolu Canada Inc./ Resolute Growth Canada Inc.
|
General Collateral:
1. All of the following assets and properties now owned or at any time hereafter acquired by the Debtors or in which the Debtors now have or at any time in the future may acquire any right, title or interest (collectively the “Collateral”):
(i) All Accounts;
(ii) All cash and all Deposit Accounts and all monies deposited therein;
(iii) All Inventory;
(iv) All future contracts, future accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
(v) To the extent evidencing or governing any if the items referred to in the preceding clauses (i) through (iv), (a) all documents, (b) all chattel paper (including, without limitation, all tangible chattel paper and all electronic chattel paper), (c) all Intangibles (excluding Intellectual Property), (d) all Contracts (together with all Contract Rights arising thereunder) and (e) all instruments;
(vi) Each promissory note evidencing indebtedness that evidences, governs or arises out of the disposition after the Closing Date of any accounts receivable included in the preceding clauses (i) or Inventory included in the preceding clauses (iii), excluding in each case (x) promissory notes executed in favour of the Debtor by any Credit Party or Subsidiary, and (y) promissory notes in a principal amount of less than US$20,000,000 so long as the aggregate principal amount of promissory notes not so pledged under the exclusion does not exceed US$40,000,000 (the “Pledged Debt Securities”);
(vii) To the extent securing or supporting any of the items referred to in the preceding clauses (i) through (v), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
|
157
|
|
Date
Registration N° |
Parties
|
Summary of Charge and Information
|
|
|
9340963 Canada Inc.
9340939 Canada Inc.
Fibrek Canada S.E.C.
Fibrek Canada L.P.
Fibrek Canada S.E.C./Fibrek Canada L.P.
Fibrek Canada L.P./Fibrek Canada S.E.C.
3287647 Nova Scotia Company
RFPG LP
PFRC SEC
RFPG LP/PFRC SEC
PFRC SEC/ RFPG LP
RFPG Holding Inc./Gestion RFPG Inc.
RFPG Holding Inc.
Gestion RFPG Inc.
Gestion RFPG Inc./RFPG Holding Inc.
|
2. (viii) All books and records pertaining to the foregoing; and
(ix) All products and proceeds of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of the Debtor or the Secured Creditors in respect thereof and all collateral security and guarantees given by any Person with respect to any of the foregoing).
Capitalized terms used above have the meanings set out in the registration.
Expiry date:
May 19, 2021
Comments:
Amendment registered on July 3, 2015 under number 201512361310 to change business Debtors.
Amendment registered on July 21, 2015 under number 201513646017 to change business Debtors.
Amendment registered on July 29, 2015 under number 201514321219 to change business Debtors.
Amendment registered on October 5, 2015 under number 201519070613 to change business Debtors.
|
158
|
|
Date
Registration N° |
Parties
|
Summary of Charge and Information
|
X)
|
May 20, 2015
301340159
|
Secured Party:
Bank of America, N.A.
Debtors:
Resolute FP Canada Inc.
PF Resolu Canada Inc.
Resolute FP Canada Inc./PF Resolu Canada Inc.
PF Resolu Canada Inc./Resolute FP Canada Inc.
AbitibBowater Canada Inc.
Bowater Canadian Limited
Bowater Canadienne Limitée
Bowater Canadian Limited/Bowater Canadienne Limitée
Bowater Canadienne Limitée/ Bowater Canadian Limited
Bowater LaHave Corporation
Fibrek Canada ULC
[Fibrek Holding Inc.]
[Gestion Fibrek Inc.]
[Fibrek Holding Inc./Gestion Fibrek Inc.]
[Gestion Fibrek Inc./ Fibrek Holding Inc.]
Fibrek General Partnership
Fibrek SENC
Fibrek General Partnership/Fibrek SENC
Fibrek SENC/Fibrek General Partnership
Fibrk International Inc.
3284649 Nova Scotia Company
Resolute Growth Canada Inc.
Croissance Resolu Canada Inc.
Resolute Growth Canada Inc./Croissance Resolu Canada Inc.
Croissance Resolu Canada Inc./ Resolute Growth Canada Inc.
|
General Collateral:
1. All of the following assets and properties now owned or at any time hereafter acquired by the Debtors or in which the Debtors now have or at any time in the future may acquire any right, title or interest (collectively the “Collateral”):
(i) All Accounts;
(ii) All cash and all Deposit Accounts and all monies deposited therein;
(iii) All Inventory;
(iv) All future contracts, future accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
(v) To the extent evidencing or governing any if the items referred to in the preceding clauses (i) through (iv), (a) all documents, (b) all chattel paper (including, without limitation, all tangible chattel paper and all electronic chattel paper), (c) all Intangibles (excluding Intellectual Property), (d) all Contracts (together with all Contract Rights arising thereunder) and (e) all instruments;
(vi) Each promissory note evidencing indebtedness that evidences, governs or arises out of the disposition after the Closing Date of any accounts receivable included in the preceding clauses (i) or Inventory included in the preceding clauses (iii), excluding in each case (x) promissory notes executed in favour of the Debtor by any Credit Party or Subsidiary, and (y) promissory notes in a principal amount of less than US$20,000,000 so long as the aggregate principal amount of promissory notes not so pledged under the exclusion does not exceed US$40,000,000 (the “Pledged Debt Securities”);
(vii) To the extent securing or supporting any of the items referred to in the preceding clauses (i) through (v), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
|
159
|
|
Date
Registration N° |
Parties
|
Summary of Charge and Information
|
|
|
9340963 Canada Inc.
9340939 Canada Inc.
Fibrek Canada S.E.C.
Fibrek Canada L.P.
Fibrek Canada S.E.C./Fibrek Canada L.P.
Fibrek Canada L.P./Fibrek Canada S.E.C.
3287647 Nova Scotia Company
RFPG LP
PFRC SEC
RFPG LP/PFRC SEC
PFRC SEC/ RFPG LP
RFPG Holding Inc./Gestion RFPG Inc.
RFPG Holding Inc.
Gestion RFPG Inc.
Gestion RFPG Inc./RFPG Holding Inc.
|
2. (viii) All books and records pertaining to the foregoing; and
(ix) All products and proceeds of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of the Debtor or the Secured Creditors in respect thereof and all collateral security and guarantees given by any Person with respect to any of the foregoing).
Capitalized terms used above have the meanings set out in the registration.
Expiry date:
May 20, 2021
Comments:
Amendment registered on July 3, 2015 to change business Debtors.
Amendment registered on July 22, 2015 to change business Debtors.
Amendment registered on July 29, 2015 to change business Debtors.
Amendment registered on October 5, 2015 to change business Debtors.
|
160
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
Y)
|
May 7, 1998
19980507 1842 1531 3441
840539943
|
Secured Party:
PHH Vehicle Management Services Inc.
Debtor:
Resolute FP Canada Inc.
[Abibow Canada Inc.]
[Abitibi-Consolidated Company of Canada]
[Compagnie Abitibi-Consolidated du Canada]
[Abitibi-Consolidated]
[Abitibi-Consolidated Inc.]
|
Collateral classification:
Equipment, Other and Motor Vehicles Included.
General collateral description:
All present and future motor vehicles (including, without limitation, passenger automobiles, trucks, truck tractors, truck trailers, truck chassis or truck bodies), automotive equipment (including, without limitation, trailers, boxes and refrigeration units), and materials-handling equipment leased from time to time by the Secured Party to the Debtor, together with all present and future attachments, appurtenances, accessories and replacement parts, and all proceeds of or relating to any of the foregoing.
Registration period:
5 years
Comments:
Amendment registered under number 19991027 1841 1531 7016 to include additional debtor names (Abitibi-Consolidated).
Various amendments to include serial numbered collateral (specifically described motor vehicles).
Various amendments to partially discharge serial numbered collateral (specifically described motor vehicles).
Amendment registered under number 20020221 1759 1531 3728 to include additional debtors (Abitibi-Consolidated Company of Canada and Compagnie Abitibi-Consolidated du Canada).
Renewal registered under number 20030403 1856 1531 9417 for 5 years.
|
161
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
Amendment registered under number 20030721 1055 1529 5595 to amend the Secured Party’s address.
Renewal registered under number 20080430 1448 1530 2332 for 5 years.
Amendment registered under number 20110721 1054 1529 6932 to amend the Debtor’s name to Abibow Canada Inc.
Amendment registered under number 20120719 1951 1531 3835 to change the Debtor’s name and add the French/English names and delete Debtors.
Renewal registered under number 2013 0410 1947 1531 1649 for 5 years.
|
Z)
|
December 7, 2001
20011207 1824 1531 7236
878676255
|
Secured Party:
IBM Canada Limited-PPSA Administrator
Debtor:
Abibow Canada Inc.
[Abitibi-Consolidated Company of Canada]
[Abitibi-Consolidated Inc.]
|
Collateral classification:
Equipment, Accounts and Other.
General collateral description:
All present and after acquired personal property supplied by the Secured Party.
Registration period:
4 years
Comments:
Amendment registered under number 20020220 1808 1531 1704 to amend the debtor’s name to Abitibi-Consolidated Company of Canada.
Renewal registered under number 20051129 1947 1531 0077 for 2 years.
Amendment registered under number 20071127 1048 1529 0671 to amend the debtor’s address and add the French/English versions.
Renewal registered under number 20071128 1452 1530 3770 for 1 year.
Renewal registered under number 20081120 1943 1531 7621 for 4 year.
Amendment registered under number 20110117 1454 1530 1157 to change the debtor’s name to Abibow Canada Inc.
Renewal registered under number 20121109 1945 1531 1322 for 4 year.
|
162
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
AA)
|
June 25, 2002
20020625 1456 1530 4206
884709945
|
Secured Party:
IBM Canada Limited-PPSA Administrator
Debtor:
Bowater Canadian Forest Products Inc.
Bowater Produits Forestiers du Canada Inc.
|
Collateral classification:
Equipment, Accounts and Other.
General collateral description:
All present and after acquired personal property supplied by the Secured Party.
Registration period:
4 years
Comments:
Renewal registered under number 20060530 1455 1530 0967 for 1 year.
Amendment registered under number 20070515 1950 1531 5594 to add the French version of the debtor’s name.
Renewal registered under number 20070517 1459 1530 7570 for 4 years.
Renewal registered under number 20110510 1951 1531 1286 for 3 years.
Renewal registered under number 20140429 1936 1531 1967 for 1 year.
Renewal registered on May 20, 2015 under number 20150520 1945 1531 8736 for 1 year.
Renewal registered on May 25, 2016 under number 20160525 1045 1902 4245 for 1 year.
|
163
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
BB)
|
September 14, 2010
20100914 1603 1793 9921
664416153
|
Secured Party:
Praxair Canada Inc.
Debtor:
Resolute FP Canada Inc.
[Abibow Canada Inc.]
[Abitibi-Consolidated Inc.]
|
Collateral classification:
Equipment.
General collateral description:
Equipment supplied by the Secured Party, consisting of bulk cyrogenic storage tanks used for the storage, filling and delivery of industrial and medical gases including, without limitation, argon, hydrogen, carbon dioxide, nitrogen, nitrous oxide, and oxygen and cryogenic freezers, together with all related accessories, parts, components and attachments, and all proceeds of or relating to any of the foregoing as well as all present or after-acquired property that may be derived from the sale or other disposition of the collateral described herein.
Registration period:
6 years
Comments:
Amendment registered under number 20110512 1241 2095 0710 to change the name of the debtor to Abibow Canada Inc.
Amendment registered under number 20121010 1041 1862 9613 to change the name of the debtor to Resolute FP Canada Inc.
|
CC)
|
April 27, 2012
20120427 1705 1462 3333
677927412
|
Secured Party:
Toromont CAT. A div. of Toromont Industries Ltd.
Debtor:
Abibow Canada Inc.
|
Collateral classification:
Motor Vehicles Included.
Registration period:
3 years
|
DD)
|
June 12, 2014
20140602 1853 9266 0935
697080636
|
Secured Party:
A M truck Ltd.
Debtor:
Resolute FP Canada Inc.
|
Collateral classification:
Motor Vehicle included.
General collateral description:
Complete with all present and future attachments, accessories, exchanges, replacements, parts, repairs, additions and all proceeds thereof inclusive of insurance disbursements. Repair order number 234013.
Registration period:
1 years
|
164
|
165
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
[Fibrek Holding Inc./Gestion Fibrek Inc.]
[Gestion Fibrek Inc./Fibnrek Holding Inc.]
Fibrek General Partnership
Fibrek S.E.N.C.
Fibrek General Partnership/ Fibrek S.E.N.C.
Fibrek S.E.N.C./Fibrek General Partnership
Fibrek General Partnership Fibrek S.E.N.C.
Fibrek S.E.N.C. Fibrek General Partnership
Fibrek International Inc.
3284649 Nova Scotia Company
9340963 Canada Inc.
9340939 Canada Inc.
3287647 Nova Scotia Company
Fibrek Canada L.P./Fibrek Canada S.E.C.
Fibrek Canada L.P.
Fibrek Canada S.E.C.
Fibrek Canada S.E.C./Fibrek Canada L.P.
RFPG L.P./PFRC S.E.C.
RFPG L.P.
PFRC S.E.C
PFRC S.E.C./RFPG L.P.
RFPG Holding Inc.
Gestion RFPG Inc.
RFPG Holding Inc./Gestion RFPG Inc.
Gestion RFPG Inc./RFPG Holding Inc.
|
Amendment registered on October 8, 2015 under number 20151008 1431 1862 9821 to amend the Debtor name RFPG. L.P and its variations.
|
166
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
GG)
|
April 17, 2015
20150417 1410 1462 9554
705220578
|
Secured Party:
Xerox Canada Ltd.
Debtor:
Resolute FP Canada Inc.
|
Collateral classification:
Equipment and Other
Registration period:
3 years
|
HH)
|
April 17, 2015
20150417 1410 1462 9555
705220587
|
Secured Party:
Xerox Canada Ltd.
Debtor:
Resolute FP Canada Inc.
|
Collateral classification:
Equipment and Other
Registration period:
3 years
|
II)
|
April 17, 2015
20150417 1410 1462 9556
705220596
|
Secured Party:
Xerox Canada Ltd.
Debtor:
Resolute FP Canada Inc.
|
Collateral classification:
Equipment and Other
Registration period:
3 years
|
JJ)
|
April 17, 2015
20150417 1410 1462 9557
705220605
|
Secured Party:
Xerox Canada Ltd.
Debtor:
Resolute FP Canada Inc.
|
Collateral classification:
Equipment and Other
Registration period:
3 years
|
KK)
|
April 17, 2015
20150417 1410 1462 9558
705220614
|
Secured Party:
Xerox Canada Ltd.
Debtor:
Resolute FP Canada Inc.
|
Collateral classification:
Equipment and Other
Registration period:
3 years
|
LL)
|
April 17, 2015
20150417 1410 1462 9559
705220623
|
Secured Party:
Xerox Canada Ltd.
Debtor:
Resolute FP Canada Inc.
|
Collateral classification:
Equipment and Other
Registration period:
3 years
|
167
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
MM)
|
August 13, 2015
20150813 1419 1862 5313
708965037
|
Secured Party:
Samuel Strapping Systems
Samuel, Son & Co., Limited /Samuel & Fils & Cie Ltée
Samuel, Son & Co., Limited
Samuel & Fils & Cie Ltée
Samuel & Fils & Cie Ltée/Samuel, Son & Co., Limited
Debtor:
Resolute FP Canada Inc.
PF Resolu Canada Inc.
Resolute FP Canada Inc./PF Resolu Canada Inc.
PF Resolu Canada Inc./Resolute FP Canada Inc.
|
Collateral classification:
Equipment and Other
Registration period:
4 years
Expiry date:
August 13, 2020
Comments:
Amendment registered on August 19, 2015 under number 20150819 0948 1862 5699 to add the other variations of the Debtor’s name; to add Samuel, Son & Co., Limited /Samuel & Fils & Cie Ltée as new Secured Party to add Other to the collateral classification and delete all of the description under the general collateral description.
Renewal registered on August 19, 2015 under number 20150819 0955 1862 5700.
|
NN)
|
September 3, 2015
2015 0903 1401 1462 8285
709635474
(Discharge)
|
Secured Party:
Toromont CAT, a Div. of Toromont Industries Ltd.
Debtor:
Resolute FP Canada
|
Collateral classification:
Motor vehicle included (Caterpillar, 2001, Dozer D7R II).
Registration period:
1 year
Expiry date:
July26, 2016
Comments:
Discharge registered on July 26, 2016 under number 20160726 1711 1462 6552.
|
OO)
|
August 17, 2016
20160817 1016 1862 3658
719679519
|
Secured Party:
Praxair Canada Inc.
Debtor:
Resolute FP Canada Inc.
|
Collateral classification:
Other.
General collateral description:
Equipment supplied by the Secured Party, consisting of bulk cyrogenic storage tanks used for the storage, filling and delivery of industrial and medical gases including, without limitation, argon, hydrogen, carbon dioxide, nitrogen, nitrous oxide, and oxygen and cryogenic freezers, together with all related accessories, parts, components and attachments, and all proceeds of or relating to any of the foregoing as well as all present or after-acquired property that may be derived from the sale or other disposition of the collateral described herein.
Registration period:
6 years
Expiry date:
August 17, 2022
|
168
|
169
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
AbitibiBowater Canada Inc.
Bowater Canadian Limited
Bowater Canadienne Limitée
Bowater Canadian Limited/Bowater Canadienne Limitée
Bowater Canadienne Limitée/Bowater Canadian Limited
Bowater Canadian Limited Bowater Canadienne Limitée
Bowater Canadienne Limitée Bowater Canadian Limited
Bowater Lahave Corporation
Fibrek Canada ULC
[Fibrek Holding Inc.]
[Gestion Fibrek Inc.]
[Fibrek Holding Inc./Gestion Fibrek Inc.]
[Gestion Fibrek Inc./Fibnrek Holding Inc.]
Fibrek General Partnership
Fibrek S.E.N.C.
Fibrek General Partnership/ Fibrek S.E.N.C.
Fibrek S.E.N.C./Fibrek General Partnership
Fibrek General Partnership Fibrek S.E.N.C.
Fibrek S.E.N.C. Fibrek General Partnership
Fibrek International Inc.
3284649 Nova Scotia Company
9340963 Canada Inc.
9340939 Canada Inc.
3287647 Nova Scotia Company
Fibrek Canada L.P./Fibrek Canada S.E.C.
Fibrek Canada L.P.
Fibrek Canada S.E.C.
Fibrek Canada S.E.C./Fibrek Canada L.P.
RFPG L.P./PFRC S.E.C.
RFPG L.P.
|
Amendment registered on July 2, 2015 under number 20150702 1657 1590 9135 to add additional Debtors.
Amendment registered on July 24, 2015 under number 20150724 1607 1862 4000 to add Fibrek Canada ULC as additional Debtor.
Amendment registered on July 29, 2015 under number 20150729 1108 1862 4226 to delete Fibrek Holding Inc./Gestion Fibrek Inc. and all versions of the names as Debtors.
Amendment registered on October 5, 2015 under number 20151005 0928 1862 9474 to add additional Debtors.
Amendment registered on October 8, 2015 under number 20151008 1431 1862 9821 to amend the Debtor name RFPG. L.P and its variations.
|
170
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
PFRC S.E.C
PFRC S.E.C./RFPG L.P..
RFPG Holding Inc.
Gestion RFPG Inc.
RFPG Holding Inc./Gestion RFPG Inc.
Gestion RFPG Inc./RFPG Holding Inc.
|
|
171
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
QQ)
|
May 7, 1998
3475607
|
Secured Party:
PHH Vehicle Management Services Inc.
Debtor:
Resolute FP Canada Inc.
PF Resolu Canada Inc.
|
Collateral classification:
All present and future motor vehicles (including, without limitation, passenger automobiles, trucks, truck tractors, truck trailers, truck chassis or truck bodies), automotive equipment (including, without limitation, trailers, boxes and refrigeration units) and materials-handling equipment leased from time to time by the Secured Party to the Debtor, together with all present and future attachments, accessions, appurtenances, accessories and replacement parts, and all proceeds of or relating to any of the foregoing.
Expiry date:
May 7, 2018
Comments:
Various amendments (to change the Secured Party name) and various renewals.
|
RR)
|
May 13, 2015
25824814
|
Secured Party:
Bank of America, N.A.
Debtors:
Resolute FP Canada Inc.
PF Resolu Canada Inc.
Bowater Lahave Corporation
Bowater Canadian Limited
Bowater Canadienne Limitée
3284649 Nova Scotia Company
Resolute Growth Canada Inc.
Croissance Resolu Canada Inc.
Abitibibowater Canada Inc.
Fibrek General Patnership
Fibrek S.E.N.C.
|
Collateral classification:
All present or future right, title and interest of the Debtors in, to or under any and all of the following assets and properties, other than Excluded Collateral:
(i)all accounts and all other rights to payment of money or funds, whether or not earned by performance, for inventory that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of or for services rendered or to be rendered, whether or not such rights to payment constitute "accounts" (as defined below) or are evidenced in whole or in part by instruments, chattel paper, general intangibles or documents;
(ii) all cash and all Deposit Accounts and all monies deposited therein;
(iii) all inventory;
|
172
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
Fibrek International Inc.
9340963 Canada Inc.
9340939 Canada Inc.
Fibrek Canada L.P.
Fibrek Canada S.E.C.
3287647 Nova Scotia Company
Fibrek Canada ULC
RFPG L.P.
PFRC S.E.C.
RFPG Holding Inc.
Gestion RFPG Inc.
[Fibrek Holding Inc.]
[Gestion Fibrek Inc.]
|
(iv) all futures contracts, futures accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
(v) to the extent evidencing or governing any of the items referred to in the preceding clauses (i) through (iv), (A) all documents, (B) all chattel paper (including, without limitation, all tangible chattel paper and all electronic chattel paper), (C) all intangibles (excluding Intellectual Property), (D) all contracts between any Debtor and one or more additional parties (including, without limitation, any Hedging Agreements, and licensing agreements) (together with rights of any Debtor under each contract, including, without limitation, (i) any and all rights to receive and demand payments under any or all contracts, (ii) any and all rights to receive and compel performance under any or all contracts and (iii) any and all other rights, interests and claims now existing or in the future arising in connection with any or all contracts arising thereunder) and (E) all instruments;
(vi) each promissory note evidencing indebtedness that evidences, governs or arises out of the disposition after the date of the Security Agreement of any accounts receivable included in the preceding clause (i) or inventory included in the preceding clause (iii), excluding in each case (x) promissory notes executed in favour of a Debtor by any Credit Party or Subsidiary, and (y) promissory notes in a principal amount of less than US$20,000,000, so long as the aggregate principal amount of promissory notes not so pledged under this exclusion does not exceed US$40,000,000);
(vii) to the extent securing or supporting any of the items referred to in the preceding clauses (i) through
(v), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
|
173
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
(viii) all books and records pertaining to the foregoing; and
(ix) all products and proceeds of the foregoing of any nature and kind, including, without limitation, all goods, documents of title, chattel paper, instruments, securities, investment property, money and intangibles and all insurance and claims for insurance effected or held for the benefit of the Debtors or the Secured Party (or creditors on whose behalf the Secured Party holds a security interest) in respect thereof and all collateral security and guarantees given by any person with respect to any of the foregoing
In this general collateral description:
(a) the terms "accounts", "intangibles", "instruments", "inventory", "proceeds", "securities" and "chattel paper" and other terms defined in such statutes shall have the meaning given to such terms in the Personal Property Security Act (New Brunswick) or the Securities Transfer Act (New Brunswick), as applicable, as such statute may be amended from time to time unless context otherwise requires PROVIDED THAT if any such term as defined in the Personal Property Security Act (Ontario) or the Securities Transfer Act (Ontario), as amended from time to time, includes any additional property the term as used herein shall also include such additional property;
(b) "Credit Agreement" means a Credit Agreement, dated as of on or about May 21, 2015, among Resolute Forest Products Inc., Resolute FP Canada Inc. and each of the other Borrowers (as therein defined) and Guarantors (as therein defined) party thereto, the Lenders (as therein defined) party thereto from time to time, Bank of America, N.A., as the Administrative Agent under the U.S. Subfacility (as therein defined) and Collateral Agent (as therein defined) and Bank of America, N.A., (acting through its Canada Branch), as the Administrative Agent under the Canadian
|
174
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
Subfacility (as therein defined);
(c) "Credit Party" means each borrower and guarantor defined as a "Credit Party" in the Credit Agreement;
(d) "Deposit Account" has the meaning given to that term in Article 9 of the Uniform Commercial Code in effect in the State of New York from time to time;
(e) "Equity Interest" of any person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such person, including any preferred stock, any limited or general partnership interest and any limited liability company or unlimited liability company membership interest;
(f) "Excluded Collateral" means, subject to the following sentence, (i) any shares of capital stock or other Equity Interest of any person, (ii) any Intellectual Property, (iii) fixtures or equipment, (iv) any property to the extent that the grant of a security interest therein would violate applicable law, require a consent not obtained of any of the government of the United States of America, Canada, any other nation or any political subdivision thereof, whether state, provincial, municipal or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, or constitute a breach of or default under, or result in the termination of or require a consent not obtained under, any contract, lease, license or other agreement evidencing or giving rise to such property, or result in the invalidation thereof or provide any party thereto with a right of termination (other than to the extent that any such term would be rendered ineffective pursuant to Section 40(4) of the Personal Property Security Act (Ontario), as amended from time to time, or any other applicable law or principles of equity), (v) a Deposit Account, securities
|
175
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
account or commodities account (A) which is used for the sole purpose of making payroll and withholding tax payments related thereto and other employee wage and benefit payments and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements), (B) which is used for the sole purpose of paying or remitting taxes, including sales taxes, (C) which is used solely as an escrow account or as a fiduciary or trust account, including, but not limited to, any escrow account which is an Escrow Indebtedness Escrow Account (as defined in the Credit Agreement), or (D) which is a zero balance Deposit Account, (vi) promissory notes held by any Debtor issued by any Credit Party or Subsidiary, and (vii) proceeds and products of any and all of the foregoing Excluded Collateral described in clauses (i) through (vi) above only to the extent such proceeds and products would constitute property or assets of the type described in clauses (i) through (vi) of this definition; provided, however, that the security interest granted to the Collateral Agent hereunder shall attach immediately to any asset of any Grantor at such time as such asset ceases to meet any of the criteria for "Excluded Collateral" described in any of clauses (i) through (vii) of this definition or in the following sentence. Notwithstanding the foregoing, "Excluded Collateral" shall not include any property or assets that constitute Proceeds of property or assets described in clauses (i) through (vii) of this General Collateral Description;
(g) "Hedging Agreement" means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any
|
176
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
similar transaction or any combination of these transaction. "person" includes any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof;
(h) "intangibles" shall include any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals before extraction, payment intangibles and software;
(i) "Intellectual Property" means all intellectual and similar property of every kind and nature now owned or hereafter acquired by a Debtor including inventions, Designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, moral rights, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing;
(j) "Security Agreement" means the Canadian Security Agreement among, among others, each of the Debtors and the Secured Party dated as of on or about May 21, 2015;
(k) "Subsidiary" shall mean, as to any person, (i) any corporation, more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency), which is at the time
|
177
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
owned by such person and/or one or more Subsidiaries of such person and (ii) any partnership, limited liability company, unlimited company, unlimited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such person has more than a 50% Equity Interest at the time; and
(l) "Designs" "Patents", "Copyrights" "Licenses", "Trademarks" and other capitalized terms used and not otherwise defined herein have the meanings set out in the Security Agreement.
Expiry date:
May 13, 2021
Comments:
Various amendments to change debtors and the description of the collateral.
|
178
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
SS)
|
May 13, 2015
24270019
|
Secured Party:
Bank of America, N.A.
Debtors:
Resolute FP Canada Inc.
PF Resolu Canada Inc.
Bowater Lahave Corporation
Bowater Canadian Limited
Bowater Canadienne Limitée
3284649 Nova Scotia Company
Resolute Growth Canada Inc.
Croissance Resolu Canada Inc.
Abitibibowater Canada Inc.
Fibrek General Patnership
Fibrek S.E.N.C.
Fibrek International Inc.
9340963 Canada Inc.
9340939 Canada Inc.
Fibrek Canada L.P.
Fibrek Canada S.E.C.
3287647 Nova Scotia Company
Fibrek Canada ULC
RFPG L.P.
PFRC S.E.C.
RFPG Holding Inc.
Gestion RFPG Inc.
[Fibrek Holding Inc.]
|
Collateral classification:
All present or future right, title and interest of the Debtors in, to or under any and all of the following assets and properties, other than Excluded Collateral:
(i)all accounts and all other rights to payment of money or funds, whether or not earned by performance, for inventory that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of or for services rendered or to be rendered, whether or not such rights to payment constitute "accounts" (as defined below) or are evidenced in whole or in part by instruments, chattel paper, general intangibles or documents;
(ii) all cash and all Deposit Accounts and all monies deposited therein;
(iii) all inventory;
(iv) all futures contracts, futures accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
(v) to the extent evidencing or governing any of the items referred to in the preceding clauses (i) through (iv), (A) all documents, (B) all chattel paper (including, without limitation, all tangible chattel paper and all electronic chattel paper), (C) all intangibles (excluding Intellectual Property), (D) all contracts between any Debtor and one or more additional parties (including, without limitation, any Hedging Agreements, and licensing agreements) (together with rights of any Debtor under each contract, including, without limitation, (i) any and all rights to receive and demand payments under any or all contracts, (ii) any and all rights to receive and compel performance under any or all contracts and (iii) any and all other rights, interests
|
179
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
[Gestion Fibrek Inc.]
|
and claims now existing or in the future arising in connection with any or all contracts arising thereunder) and (E) all instruments;
(vi) each promissory note evidencing indebtedness that evidences, governs or arises out of the disposition after the date of the Security Agreement of any accounts receivable included in the preceding clause (i) or inventory included in the preceding clause (iii), excluding in each case (x) promissory notes executed in favour of a Debtor by any Credit Party or Subsidiary, and (y) promissory notes in a principal amount of less than US$20,000,000, so long as the aggregate principal amount of promissory notes not so pledged under this exclusion does not exceed US$40,000,000);
(vii) to the extent securing or supporting any of the items referred to in the preceding clauses (i) through
(v), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
(viii) all books and records pertaining to the foregoing; and
(ix) all products and proceeds of the foregoing of any nature and kind, including, without limitation, all goods, documents of title, chattel paper, instruments, securities, investment property, money and intangibles and all insurance and claims for insurance effected or held for the benefit of the Debtors or the Secured Party (or creditors on whose behalf the Secured Party holds a security interest) in respect thereof and all collateral security and guarantees given by any person with respect to any of the foregoing
In this general collateral description:
(a) the terms "accounts", "intangibles", "instruments", "inventory", "proceeds", "securities" and "chattel paper" and other terms defined in such statutes shall have the meaning given to such terms in the Personal
|
180
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
Property Security Act (Nova Scotia) or the Securities Transfer Act (Nova Scotia), as applicable, as such statute may be amended from time to time unless context otherwise requires PROVIDED THAT if any such term as defined in the Personal Property Security Act (Ontario) or the Securities Transfer Act (Ontario), as amended from time to time, includes any additional property the term as used herein shall also include such additional property;
(b) "Credit Agreement" means a Credit Agreement, dated as of on or about May 21, 2015, among Resolute Forest Products Inc., Resolute FP Canada Inc. and each of the other Borrowers (as therein defined) and Guarantors (as therein defined) party thereto, the Lenders (as therein defined) party thereto from time to time, Bank of America, N.A., as the Administrative Agent under the U.S. Subfacility (as therein defined) and Collateral Agent (as therein defined) and Bank of America, N.A., (acting through its Canada Branch), as the Administrative Agent under the Canadian Subfacility (as therein defined);
(c) "Credit Party" means each borrower and guarantor defined as a "Credit Party" in the Credit Agreement;
(d) "Deposit Account" has the meaning given to that term in Article 9 of the Uniform Commercial Code in effect in the State of New York from time to time;
(e) "Equity Interest" of any person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such person, including any preferred stock, any limited or general partnership interest and any limited liability company or unlimited liability company membership interest;
(f) "Excluded Collateral" means, subject to the following sentence, (i) any shares of capital stock or other Equity Interest of any person, (ii) any Intellectual
|
181
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
Property, (iii) fixtures or equipment, (iv) any property to the extent that the grant of a security interest therein would violate applicable law, require a consent not obtained of any of the government of the United States of America, Canada, any other nation or any political subdivision thereof, whether state, provincial, municipal or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, or constitute a breach of or default under, or result in the termination of or require a consent not obtained under, any contract, lease, license or other agreement evidencing or giving rise to such property, or result in the invalidation thereof or provide any party thereto with a right of termination (other than to the extent that any such term would be rendered ineffective pursuant to Section 40(4) of the Personal Property Security Act (Ontario), as amended from time to time, or any other applicable law or principles of equity), (v) a Deposit Account, securities account or commodities account (A) which is used for the sole purpose of making payroll and withholding tax payments related thereto and other employee wage and benefit payments and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements), (B) which is used for the sole purpose of paying or remitting taxes, including sales taxes, (C) which is used solely as an escrow account or as a fiduciary or trust account, including, but not limited to, any escrow account which is an Escrow Indebtedness Escrow Account (as defined in the Credit Agreement), or (D) which is a zero balance Deposit Account, (vi) promissory notes held by any Debtor issued by any Credit Party or Subsidiary, and (vii) proceeds and products of any and all of the foregoing Excluded Collateral described in clauses (i) through (vi) above only to the extent such proceeds and products
|
182
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
would constitute property or assets of the type described in clauses (i) through (vi) of this definition; provided, however, that the security interest granted to the Collateral Agent hereunder shall attach immediately to any asset of any Grantor at such time as such asset ceases to meet any of the criteria for "Excluded Collateral" described in any of clauses (i) through (vii) of this definition or in the following sentence. Notwithstanding the foregoing, "Excluded Collateral" shall not include any property or assets that constitute Proceeds of property or assets described in clauses (i) through (vii) of this General Collateral Description;
(g) "Hedging Agreement" means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transaction. "person" includes any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof;
(h) "intangibles" shall include any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals before extraction, payment intangibles and software;
(i) "Intellectual Property" means all intellectual and similar property of every kind and nature now owned or hereafter acquired by a Debtor including inventions, Designs, Patents, Copyrights, Licenses, Trademarks,
|
183
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, moral rights, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing;
(j) "Security Agreement" means the Canadian Security Agreement among, among others, each of the Debtors and the Secured Party dated as of on or about May 21, 2015;
(k) "Subsidiary" shall mean, as to any person, (i) any corporation, more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency), which is at the time owned by such person and/or one or more Subsidiaries of such person and (ii) any partnership, limited liability company, unlimited company, unlimited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such person has more than a 50% Equity Interest at the time; and
(l) "Designs" "Patents", "Copyrights" "Licenses", "Trademarks" and other capitalized terms used and not otherwise defined herein have the meanings set out in the Security Agreement.
Expiry date:
May 13, 2021
Comments:
Various amendments to change debtors and the description of the collateral.
|
184
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
TT)
|
May 19, 2015
3674562
|
Secured Party:
Bank of America, N.A.
Debtors:
Resolute FP Canada Inc.
PF Resolu Canada Inc.
Bowater Lahave Corporation
Bowater Canadian Limited
Bowater Canadienne Limitée
3284649 Nova Scotia Company
Resolute Growth Canada Inc.
Croissance Resolu Canada Inc.
Abitibibowater Canada Inc.
Fibrek General Patnership
Fibrek S.E.N.C.
Fibrek International Inc.
9340963 Canada Inc.
9340939 Canada Inc.
Fibrek Canada L.P.
Fibrek Canada S.E.C.
3287647 Nova Scotia Company
Fibrek Canada ULC
RFPG L.P.
PFRC S.E.C.
RFPG Holding Inc.
Gestion RFPG Inc.
[Fibrek Holding Inc.]
|
Collateral classification:
All present or future right, title and interest of the Debtors in, to or under any and all of the following assets and properties, other than Excluded Collateral:
(i)all accounts and all other rights to payment of money or funds, whether or not earned by performance, for inventory that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of or for services rendered or to be rendered, whether or not such rights to payment constitute "accounts" (as defined below) or are evidenced in whole or in part by instruments, chattel paper, general intangibles or documents;
(ii) all cash and all Deposit Accounts and all monies deposited therein;
(iii) all inventory;
(iv) all futures contracts, futures accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
(v) to the extent evidencing or governing any of the items referred to in the preceding clauses (i) through (iv), (A) all documents, (B) all chattel paper (including, without limitation, all tangible chattel paper and all electronic chattel paper), (C) all intangibles (excluding Intellectual Property), (D) all contracts between any Debtor and one or more additional parties (including, without limitation, any Hedging Agreements, and licensing agreements) (together with rights of any Debtor under each contract, including, without limitation, (i) any and all rights to receive and demand payments under any or all contracts, (ii) any and all rights to receive and compel performance under any or all contracts and (iii) any and all other rights, interests
|
185
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
[Gestion Fibrek Inc.]
|
and claims now existing or in the future arising in connection with any or all contracts arising thereunder) and (E) all instruments;
(vi) each promissory note evidencing indebtedness that evidences, governs or arises out of the disposition after the date of the Security Agreement of any accounts receivable included in the preceding clause (i) or inventory included in the preceding clause (iii), excluding in each case (x) promissory notes executed in favour of a Debtor by any Credit Party or Subsidiary, and (y) promissory notes in a principal amount of less than US$20,000,000, so long as the aggregate principal amount of promissory notes not so pledged under this exclusion does not exceed US$40,000,000);
(vii) to the extent securing or supporting any of the items referred to in the preceding clauses (i) through
(v), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
(viii) all books and records pertaining to the foregoing; and
(ix) all products and proceeds of the foregoing of any nature and kind, including, without limitation, all goods, documents of title, chattel paper, instruments, securities, investment property, money and intangibles and all insurance and claims for insurance effected or held for the benefit of the Debtors or the Secured Party (or creditors on whose behalf the Secured Party holds a security interest) in respect thereof and all collateral security and guarantees given by any person with respect to any of the foregoing
In this general collateral description:
(a) the terms "accounts", "intangibles", "instruments", "inventory", "proceeds", "securities" and "chattel paper" and other terms defined in such statutes shall have the meaning given to such terms in the Personal
|
186
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
Property Security Act (Prince Edward Island) or the Securities Transfer Act (Prince Edward Island), as applicable, as such statute may be amended from time to time unless context otherwise requires PROVIDED THAT if any such term as defined in the Personal Property Security Act (Ontario) or the Securities Transfer Act (Ontario), as amended from time to time, includes any additional property the term as used herein shall also include such additional property;
(b) "Credit Agreement" means a Credit Agreement, dated as of on or about May 21, 2015, among Resolute Forest Products Inc., Resolute FP Canada Inc. and each of the other Borrowers (as therein defined) and Guarantors (as therein defined) party thereto, the Lenders (as therein defined) party thereto from time to time, Bank of America, N.A., as the Administrative Agent under the U.S. Subfacility (as therein defined) and Collateral Agent (as therein defined) and Bank of America, N.A., (acting through its Canada Branch), as the Administrative Agent under the Canadian Subfacility (as therein defined);
(c) "Credit Party" means each borrower and guarantor defined as a "Credit Party" in the Credit Agreement;
(d) "Deposit Account" has the meaning given to that term in Article 9 of the Uniform Commercial Code in effect in the State of New York from time to time;
(e) "Equity Interest" of any person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such person, including any preferred stock, any limited or general partnership interest and any limited liability company or unlimited liability company membership interest;
(f) "Excluded Collateral" means, subject to the following sentence, (i) any shares of capital stock or other Equity Interest of any person, (ii) any Intellectual
|
187
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
Property, (iii) fixtures or equipment, (iv) any property to the extent that the grant of a security interest therein would violate applicable law, require a consent not obtained of any of the government of the United States of America, Canada, any other nation or any political subdivision thereof, whether state, provincial, municipal or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, or constitute a breach of or default under, or result in the termination of or require a consent not obtained under, any contract, lease, license or other agreement evidencing or giving rise to such property, or result in the invalidation thereof or provide any party thereto with a right of termination (other than to the extent that any such term would be rendered ineffective pursuant to Section 40(4) of the Personal Property Security Act (Ontario), as amended from time to time, or any other applicable law or principles of equity), (v) a Deposit Account, securities account or commodities account (A) which is used for the sole purpose of making payroll and withholding tax payments related thereto and other employee wage and benefit payments and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements), (B) which is used for the sole purpose of paying or remitting taxes, including sales taxes, (C) which is used solely as an escrow account or as a fiduciary or trust account, including, but not limited to, any escrow account which is an Escrow Indebtedness Escrow Account (as defined in the Credit Agreement), or (D) which is a zero balance Deposit Account, (vi) promissory notes held by any Debtor issued by any Credit Party or Subsidiary, and (vii) proceeds and products of any and all of the foregoing Excluded Collateral described in clauses (i) through (vi) above only to the extent such proceeds and products
|
188
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
would constitute property or assets of the type described in clauses (i) through (vi) of this definition; provided, however, that the security interest granted to the Collateral Agent hereunder shall attach immediately to any asset of any Grantor at such time as such asset ceases to meet any of the criteria for "Excluded Collateral" described in any of clauses (i) through (vii) of this definition or in the following sentence. Notwithstanding the foregoing, "Excluded Collateral" shall not include any property or assets that constitute Proceeds of property or assets described in clauses (i) through (vii) of this General Collateral Description;
(g) "Hedging Agreement" means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transaction. "person" includes any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof;
(h) "intangibles" shall include any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals before extraction, payment intangibles and software;
(i) "Intellectual Property" means all intellectual and similar property of every kind and nature now owned or hereafter acquired by a Debtor including inventions, Designs, Patents, Copyrights, Licenses, Trademarks,
|
189
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, moral rights, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing;
(j) "Security Agreement" means the Canadian Security Agreement among, among others, each of the Debtors and the Secured Party dated as of on or about May 21, 2015;
(k) "Subsidiary" shall mean, as to any person, (i) any corporation, more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency), which is at the time owned by such person and/or one or more Subsidiaries of such person and (ii) any partnership, limited liability company, unlimited company, unlimited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such person has more than a 50% Equity Interest at the time; and
(l) "Designs" "Patents", "Copyrights" "Licenses", "Trademarks" and other capitalized terms used and not otherwise defined herein have the meanings set out in the Security Agreement.
Expiry date:
May 19, 2021
Comments:
Various amendments to change debtors and the description of the collateral.
|
190
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
UU)
|
May 19, 2015
12909214
|
Secured Party:
Bank of America, N.A.
Debtors:
Resolute FP Canada Inc.
PF Resolu Canada Inc.
Bowater Lahave Corporation
Bowater Canadian Limited
Bowater Canadienne Limitée
3284649 Nova Scotia Company
Resolute Growth Canada Inc.
Croissance Resolu Canada Inc.
Abitibibowater Canada Inc.
Fibrek General Patnership
Fibrek S.E.N.C.
Fibrek International Inc.
9340963 Canada Inc.
9340939 Canada Inc.
Fibrek Canada L.P.
Fibrek Canada S.E.C.
3287647 Nova Scotia Company
Fibrek Canada ULC
RFPG L.P.
PFRC S.E.C.
RFPG Holding Inc.
Gestion RFPG Inc.
[Fibrek Holding Inc.]
|
Collateral classification:
All present or future right, title and interest of the Debtors in, to or under any and all of the following assets and properties, other than Excluded Collateral:
(i)all accounts and all other rights to payment of money or funds, whether or not earned by performance, for inventory that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of or for services rendered or to be rendered, whether or not such rights to payment constitute "accounts" (as defined below) or are evidenced in whole or in part by instruments, chattel paper, general intangibles or documents;
(ii) all cash and all Deposit Accounts and all monies deposited therein;
(iii) all inventory;
(iv) all futures contracts, futures accounts, securities and securities accounts (and security entitlements or financial assets credited thereto);
(v) to the extent evidencing or governing any of the items referred to in the preceding clauses (i) through (iv), (A) all documents, (B) all chattel paper (including, without limitation, all tangible chattel paper and all electronic chattel paper), (C) all intangibles (excluding Intellectual Property), (D) all contracts between any Debtor and one or more additional parties (including, without limitation, any Hedging Agreements, and licensing agreements) (together with rights of any Debtor under each contract, including, without limitation, (i) any and all rights to receive and demand payments under any or all contracts, (ii) any and all rights to receive and compel performance under any or all contracts and (iii) any and all other rights, interests
|
191
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
[Gestion Fibrek Inc.]
|
and claims now existing or in the future arising in connection with any or all contracts arising thereunder) and (E) all instruments;
(vi) each promissory note evidencing indebtedness that evidences, governs or arises out of the disposition after the date of the Security Agreement of any accounts receivable included in the preceding clause (i) or inventory included in the preceding clause (iii), excluding in each case (x) promissory notes executed in favour of a Debtor by any Credit Party or Subsidiary, and (y) promissory notes in a principal amount of less than US$20,000,000, so long as the aggregate principal amount of promissory notes not so pledged under this exclusion does not exceed US$40,000,000);
(vii) to the extent securing or supporting any of the items referred to in the preceding clauses (i) through
(v), all supporting obligations and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing);
(viii) all books and records pertaining to the foregoing; and
(ix) all products and proceeds of the foregoing of any nature and kind, including, without limitation, all goods, documents of title, chattel paper, instruments, securities, investment property, money and intangibles and all insurance and claims for insurance effected or held for the benefit of the Debtors or the Secured Party (or creditors on whose behalf the Secured Party holds a security interest) in respect thereof and all collateral security and guarantees given by any person with respect to any of the foregoing
In this general collateral description:
(a) the terms "accounts", "intangibles", "instruments", "inventory", "proceeds", "securities" and "chattel paper" and other terms defined in such statutes shall have the meaning given to such terms in the Personal
|
192
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
Property Security Act (Newfoundland) or the Securities Transfer Act (Newfoundland), as applicable, as such statute may be amended from time to time unless context otherwise requires PROVIDED THAT if any such term as defined in the Personal Property Security Act (Ontario) or the Securities Transfer Act (Ontario), as amended from time to time, includes any additional property the term as used herein shall also include such additional property;
(b) "Credit Agreement" means a Credit Agreement, dated as of on or about May 21, 2015, among Resolute Forest Products Inc., Resolute FP Canada Inc. and each of the other Borrowers (as therein defined) and Guarantors (as therein defined) party thereto, the Lenders (as therein defined) party thereto from time to time, Bank of America, N.A., as the Administrative Agent under the U.S. Subfacility (as therein defined) and Collateral Agent (as therein defined) and Bank of America, N.A., (acting through its Canada Branch), as the Administrative Agent under the Canadian Subfacility (as therein defined);
(c) "Credit Party" means each borrower and guarantor defined as a "Credit Party" in the Credit Agreement;
(d) "Deposit Account" has the meaning given to that term in Article 9 of the Uniform Commercial Code in effect in the State of New York from time to time;
(e) "Equity Interest" of any person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such person, including any preferred stock, any limited or general partnership interest and any limited liability company or unlimited liability company membership interest;
(f) "Excluded Collateral" means, subject to the following sentence, (i) any shares of capital stock or other Equity Interest of any person, (ii) any Intellectual
|
193
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
Property, (iii) fixtures or equipment, (iv) any property to the extent that the grant of a security interest therein would violate applicable law, require a consent not obtained of any of the government of the United States of America, Canada, any other nation or any political subdivision thereof, whether state, provincial, municipal or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, or constitute a breach of or default under, or result in the termination of or require a consent not obtained under, any contract, lease, license or other agreement evidencing or giving rise to such property, or result in the invalidation thereof or provide any party thereto with a right of termination (other than to the extent that any such term would be rendered ineffective pursuant to Section 40(4) of the Personal Property Security Act (Ontario), as amended from time to time, or any other applicable law or principles of equity), (v) a Deposit Account, securities account or commodities account (A) which is used for the sole purpose of making payroll and withholding tax payments related thereto and other employee wage and benefit payments and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements), (B) which is used for the sole purpose of paying or remitting taxes, including sales taxes, (C) which is used solely as an escrow account or as a fiduciary or trust account, including, but not limited to, any escrow account which is an Escrow Indebtedness Escrow Account (as defined in the Credit Agreement), or (D) which is a zero balance Deposit Account, (vi) promissory notes held by any Debtor issued by any Credit Party or Subsidiary, and (vii) proceeds and products of any and all of the foregoing Excluded Collateral described in clauses (i) through (vi) above only to the extent such proceeds and products
|
194
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
would constitute property or assets of the type described in clauses (i) through (vi) of this definition; provided, however, that the security interest granted to the Collateral Agent hereunder shall attach immediately to any asset of any Grantor at such time as such asset ceases to meet any of the criteria for "Excluded Collateral" described in any of clauses (i) through (vii) of this definition or in the following sentence. Notwithstanding the foregoing, "Excluded Collateral" shall not include any property or assets that constitute Proceeds of property or assets described in clauses (i) through (vii) of this General Collateral Description;
(g) "Hedging Agreement" means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transaction. "person" includes any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof;
(h) "intangibles" shall include any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals before extraction, payment intangibles and software;
(i) "Intellectual Property" means all intellectual and similar property of every kind and nature now owned or hereafter acquired by a Debtor including inventions, Designs, Patents, Copyrights, Licenses, Trademarks,
|
195
|
|
Date
Registration N° File N° |
Parties
|
Summary of Charge and Information
|
|
|
|
trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, moral rights, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing;
(j) "Security Agreement" means the Canadian Security Agreement among, among others, each of the Debtors and the Secured Party dated as of on or about May 21, 2015;
(k) "Subsidiary" shall mean, as to any person, (i) any corporation, more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency), which is at the time owned by such person and/or one or more Subsidiaries of such person and (ii) any partnership, limited liability company, unlimited company, unlimited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such person has more than a 50% Equity Interest at the time; and
(l) "Designs" "Patents", "Copyrights" "Licenses", "Trademarks" and other capitalized terms used and not otherwise defined herein have the meanings set out in the Security Agreement.
Expiry date:
May 19, 2021
Comments:
Various amendments to change debtors and the description of the collateral.
|
2
|
1.
|
|
1.
|
Investments consisting of Equity Interests of the following Subsidiaries
:
|
Subsidiary
|
Jurisdiction
|
Owner(s)
|
% Ownership
|
U.S. Subsidiaries
|
|||
Lake Superior Forest Products Inc.
|
Delaware
|
Resolute FP US Inc.
|
100%
|
Bowater South American Holdings Incorporated
|
Delaware
|
Resolute FP US Inc.
|
100%
|
Calhoun Note Holdings AT, LLC
|
Delaware
|
Calhoun Newsprint Company
|
100%
|
Calhoun Note Holdings TI, LLC
|
Delaware
|
Calhoun Newsprint Company
|
100%
|
Resolute Growth US LLC
|
Delaware
|
Resolute Forest Products Inc.
|
100%
|
Resolute FP Florida Inc.
|
Delaware
|
Resolute Growth US LLC
|
100%
|
Atlas Tissue Holdings, Inc.
|
Delaware
|
Resolute FP Florida Inc.
|
100%
|
Atlas Southeast Papers, Inc.
|
Delaware
|
Atlas Tissue Holdings, Inc.
|
100%
|
Accurate Paper Holdings, LLC
|
Delaware
|
Atlas Tissue Holdings, Inc.
|
100%
|
Atlas Paper Mills, LLC
|
Delaware
|
Atlas Tissue Holdings, Inc.
|
100%
|
Accurate Paper Fleet, LLC
|
Delaware
|
Accurate Paper Holdings, LLC
|
100%
|
Atlas Paper Management, LLC
|
Delaware
|
Atlas Paper Mills, LLC
|
100%
|
RFP Atlas Sales LLC
|
Delaware
|
Resolute Growth US LLC
|
100%
|
Canadian Subsidiaries
|
3
|
Subsidiary
|
Jurisdiction
|
Owner(s)
|
% Ownership
|
RFPG Holding Inc.
|
Canada
|
Resolute Growth Canada Inc.
|
100%
|
RFPG L.P.
|
Quebec
|
Resolute Growth Canada Inc.
|
99.9%
|
RFPG L.P.
|
Quebec
|
RFPG Holding Inc.
|
0.1%
|
Bowater Canadian Holdings Incorporated
|
Nova Scotia
|
Resolute FP US Inc.
|
100%
|
Bowater Canada Finance Corporation
|
Nova Scotia
|
Resolute FP US Inc.
|
100%
|
SFK Pulp Finco Inc.
|
Canada
|
Fibrek Canada ULC
|
100%
|
The International Bridge and Terminal Company
|
Canada
|
Resolute FP Canada Inc.
|
100%
|
Donohue Malbaie Inc.
|
Québec
|
Resolute FP Canada Inc.
|
51%
|
9192-8515 Québec Inc.
|
Québec
|
Resolute FP Canada Inc.
|
93.18%
|
Produits Forestiers Mauricie S.E.C.
|
Québec
|
Resolute FP Canada Inc.
|
93.18%
|
9192-8515 Québec Inc.
|
0.01%
|
||
Other Foreign Subsidiaries
|
|||
Bowater Asia Pte. Ltd.
|
Singapore
|
Resolute FP US Inc.
|
100%
|
Bowater S. America Ltda.
|
Brazil
|
Resolute FP US Inc.
|
99.9%
|
Bowater South American Holdings Incorporated
|
0.01%
|
||
Abitibi-Consolidated Europe
|
Belgium
|
Resolute FP Canada Inc.
|
99.9%
|
Bowater Korea Ltd.
|
Korea
|
Bowater LaHave Corporation
|
100%
|
4
|
2.
|
Investments consisting of the following loans (including future advances of unfunded commitments in respect thereof up to the principal amount thereof noted below)
:
|
3.
|
Investments consisting of the following Equity Interests
:
|
5
|
Lender
|
Voting Participant
|
Initial Term Loan Commitment
|
Resulting Term Loan Commitment/ Participation
|
Initial Revolving Commitment
|
Resulting Revolving Commitment/ Participation
|
||||||||
American AgCredit, ACA
|
|
|
$46,250,000.00
|
|
|
$8,750,000.00
|
|
|
$138,750,000.00
|
|
|
$26,250,000.00
|
|
|
AgFirst Farm Credit Bank
|
|
|
$8,225,000.00
|
|
|
|
$24,675,000.00
|
|
||||
|
Farm Credit Services of America, PCA
|
|
|
$7,500,000.00
|
|
|
|
$22,500,000.00
|
|
||||
|
Farm Credit Mid-America, FLCA
|
|
|
$6,250,000.00
|
|
|
|
$18,750,000.00
|
|
||||
|
United FCS, PCA dba FCS Commercial Finance Group
|
|
|
$5,000,000.00
|
|
|
|
$15,000,000.00
|
|
||||
|
CoBank, FCB
|
|
|
$4,900,000.00
|
|
|
|
$14,700,000.00
|
|
||||
|
Farm Credit Bank of Texas
|
|
|
$3,750,000.00
|
|
|
|
$11,250,000.00
|
|
||||
|
Greenstone Farm Credit Services, FLCA
|
|
|
$1,875,000.00
|
|
|
|
$5,625,000.00
|
|
||||
TOTAL
|
|
|
$46,250,000.00
|
|
|
$46,250,000.00
|
|
|
$138,750,000.00
|
|
|
$138,750,000.00
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarterly period ended
September 30, 2016
of RESOLUTE FOREST PRODUCTS INC.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; |
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and |
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and |
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 9, 2016
|
|
/s/ Richard Garneau
|
Richard Garneau
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarterly period ended
September 30, 2016
of RESOLUTE FOREST PRODUCTS INC.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; |
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and |
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and |
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 9, 2016
|
|
/s/ Jo-Ann Longworth
|
Jo-Ann Longworth
|
Senior Vice President and Chief Financial Officer
|
Date: November 9, 2016
|
/s/ Richard Garneau
|
|
Name: Richard Garneau
|
|
Title: President and Chief Executive Officer
|
Date: November 9, 2016
|
/s/ Jo-Ann Longworth
|
|
Name: Jo-Ann Longworth
|
|
Title: Senior Vice President and Chief Financial Officer
|