Domtar Corporation Acquires Resolute Forest Products

On July 5, 2022, Domtar Corporation, a wholly-owned subsidiary of The Paper Excellence Group, entered into an Agreement and Plan of Merger with Resolute Forest Products Inc. (NYSE: RFP, TSX: RFP).

On March 1, 2023, the Merger became effective, resulting in Resolute becoming a wholly-owned subsidiary of Domtar. At the time the Merger became effective, each share of common stock of Resolute was converted into the right to receive (i) $20.50 in cash, without interest and (ii) one contractual contingent value right. Any proceeds attributable to the Contingent Value Right will be distributed proportionally to Contingent Value Right holders, and the value will ultimately be determined by the terms and timing of resolution of the softwood lumber dispute between Canada and the United States.

The Merger was subject to competition/antitrust notification in several jurisdictions. As a condition of approval of the Merger, Domtar entered into a Consent Agreement with the Canadian Competition Bureau providing for the divestiture of its Dryden NBSK, Ontario pulp mill, as well as Resolute’s Thunder Bay pulp and paper mill within a short period of time following completion of the Merger. Any sale of the Dryden NBSK and Thunder Bay mills is contingent upon applicable regulatory approvals.

The Consent Agreement states that: (i) the Transaction is likely to result in a substantial lessening of competition in the supply of northern bleached softwood kraft pulp in Eastern and Central Canada; (ii) the Transaction is likely to result in a substantial lessening of competition in the purchase of wood fibre from private lands in northwestern Ontario; and (iii) that the implementation of this [Consent] Agreement is necessary to ensure that any substantial lessening of competition will not result from the Transaction (see Competition Bureau reaches agreement with Domtar Corporation to preserve competition in Canada’s pulp and paper industry – Canada.ca).

The Merger and related transactions will be financed with (i) an equity contribution of approximately $500.0 million provided by an affiliate of the Parent Parties; (ii) $666.0 million of 2023-A First Lien Term Loans under the Farm Credit Term Loan Credit Agreement; (iii) approximately $210 million of borrowings under the ABL Credit Agreement; and (iv) cash on hand. Resolute’s common shares have been delisted. For more details, see Domtar’s 8K filing with the US Securities and Exchange Commission (Inline XBRL Viewer (sec.gov)).

The TRC-Sadovod team, led by François Tougas and included Joshua Krane, William Wu, Mark Opashinov, Beth Riley, Julia Loney and Mrunal Masurekar, ran three concurrent transactions each with corporate and antitrust complexities given the concentrated nature of the industry.