Rayonier Advanced Materials Inc. (NYSE: RYAM) (the “Company” or
“RYAM”), the global leader in High Purity Cellulose, and its
wholly-owned subsidiary, Rayonier A.M. Products Inc. (the
“Issuer”), announced today that the Issuer has commenced a cash
tender offer to purchase any and all of the Issuer’s outstanding
7.625% Senior Secured Notes due 2026 (the “notes”). As of October
29, 2024, the Issuer had $452,640,000 aggregate principal amount of
notes outstanding.
The tender offer is being made pursuant to an offer to purchase,
dated as of October 29, 2024 (as it may be amended or supplemented
from time to time, the “Offer to Purchase”), and a notice of
guaranteed delivery attached thereto (the “Notice of Guaranteed
Delivery”). The tender offer will expire at 5:00 p.m., New York
City time, on November 4, 2024, unless extended or earlier
terminated as described in the Offer to Purchase (such time and
date, as they may be extended, the “Expiration Date”).
Certain information regarding the notes is set forth in the
table below.
Title of Security
CUSIP Numbers
Aggregate Principal Amount
Outstanding
7.625% Senior Secured Notes due
2026
144A: 75508E AB4
Reg S: U75317 AB0
$452,640,000
Holders of the notes who validly tender, and do not validly
withdraw, their notes at or prior to the Expiration Date, or who
deliver to the information and tender agent a properly completed
and duly executed Notice of Guaranteed Delivery, in each case in
accordance with the instructions described in the Offer to Purchase
and the Notice of Guaranteed Delivery, will be eligible to receive
for each $1,000 principal amount of notes accepted for purchase (1)
$1,000 in cash as consideration and (2) a cash amount equal to
accrued and unpaid interest from the last interest payment date up
to, but not including, the settlement date, which is expected to
occur on November 7, 2024. Tendered notes may be withdrawn at any
time at or prior to the Expiration Date, or in the other
circumstances set forth in the Offer to Purchase. The Issuer
reserves the right to terminate, withdraw or amend the tender offer
at any time, subject to applicable law.
The tender offer is subject to the satisfaction or waiver of
certain conditions, including the Issuer’s completion of one or
more debt financing transactions in an amount that is sufficient to
fund the purchase of all of the outstanding notes and to pay all
fees and expenses associated with such financing and the tender
offer, as set forth in the Offer to Purchase. The tender offer is
not conditioned on any minimum amount of notes being tendered.
Additionally, the Issuer intends, but is not obligated, to legally
defease all of its obligations under the outstanding notes that are
not validly tendered and purchased in the tender offer pursuant to
the terms of the indenture for such notes. However, there can be no
assurance that such notes will be legally defeased.
The tender offer is being made pursuant to the terms and
conditions contained in the Offer to Purchase and Notice of
Guaranteed Delivery, and holders of the notes are urged to read the
Offer to Purchase and Notice of Guaranteed Delivery carefully.
Copies of the Offer to Purchase and Notice of Guaranteed Delivery
may be obtained from Global Bondholder Services Corporation, the
information and tender agent for the offer, by telephone at (855)
654-2015 (toll-free) or at (212) 430-3774 (banks and brokers only),
by e-mail at contact@gbsc-usa.com or at the following web address:
https://www.gbsc-usa.com/ryam/.
Persons with questions regarding the tender offer should contact
the sole dealer manager: Houlihan Lokey Capital, Inc., by telephone
at (888) 613-7288 (toll-free) or at (212) 497-7864.
None of the Company, the Issuer, the sole dealer manager, the
information and tender agent, the trustee or the collateral agent
for the notes, or any of their respective affiliates, is making any
recommendation as to whether holders should tender any notes in
response to the tender offer. Holders must make their own decision
as to whether to tender any of their notes and, if so, the
principal amount of notes to tender.
This press release is not an offer to purchase or a solicitation
of an offer to sell any securities, and does not constitute a
redemption notice or notice of defeasance or satisfaction and
discharge for any securities. The tender offer is being made solely
by means of the Offer to Purchase and Notice of Guaranteed Delivery
and only in such jurisdictions as is permitted under applicable
law.
About RYAM
RYAM is a global leader of cellulose-based technologies,
including high purity cellulose specialties, a natural polymer
commonly used in the production of filters, food, pharmaceuticals
and other industrial applications. RYAM’s specialized assets,
capable of creating the world’s leading high purity cellulose
products, are also used to produce biofuels, bioelectricity and
other biomaterials such as bioethanol and tall oils. The Company
also manufactures products for paper and packaging markets. With
manufacturing operations in the U.S., Canada and France, RYAM
generated $1.6 billion of revenue in 2023. More information is
available at www.RYAM.com.
Forward-Looking Statements
Certain statements in this document regarding anticipated
financial, business, legal, or other outcomes, including business
and market conditions, outlook, and other similar statements
relating to RYAM’s or the Issuer’s future or expected events,
developments, or financial or operational performance or results,
are "forward-looking statements" made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995
and other federal securities laws. These forward-looking statements
are identified by the use of words such as "may," "will," "should,"
"expect," "estimate," "believe," "intend," "anticipate," and other
similar language. However, the absence of these or similar words or
expressions does not mean that a statement is not forward-looking.
While we believe these forward-looking statements are reasonable
when made, forward-looking statements are not guarantees of future
performance or events, and undue reliance should not be placed on
these statements. Although we believe the expectations reflected in
any forward-looking statements are based on reasonable assumptions,
we can give no assurance that these expectations will be attained.
It is possible that actual results may differ materially from those
indicated by these forward-looking statements due to a variety of
risks and uncertainties.
Other important factors that could cause actual results or
events to differ materially from those expressed in forward-looking
statements that may have been made in this document are described
or will be described in our filings with the U.S. Securities and
Exchange Commission, including our Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q. RYAM and the Issuer assume no
obligation to update these statements except as is required by
law.
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Media Ryan Houck (904) 357-9134 Investors Mickey Walsh (904)
357-9162
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