Attached files
| file | filename |
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| EX-99.1 - RAYONIER ADVANCED MATERIALS INC. | pressrelease.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 2017
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RAYONIER ADVANCED MATERIALS INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-36285
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46-4559529
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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| 1301 Riverplace Boulevard, Jacksonville, Florida 32207 |
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(Address of principal executive offices and zip code)
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| (904) 357-4600 |
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Registrant’s telephone number, including area code:
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| N/A |
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under The Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under The Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On November 14, 2017, Tembec Inc., a corporation continued and existing under the laws of Canada ("Tembec"), issued a press release announcing the preliminary results of the elections made by Tembec shareholders regarding the form of consideration they wish to receive in connection with the proposed acquisition by Rayonier Advanced Materials Inc., a Delaware corporation (the "Company") of all of the outstanding common shares of Tembec (the "Arrangement") pursuant to the Arrangement Agreement, dated as of May 24, 2017 (as amended pursuant to that certain Amending Agreement, dated as of July 23, 2017, the "Arrangement Agreement"), by and between the Company and Tembec, and the Plan of Arrangement attached thereto (the "Plan of Arrangement"). The allocation of consideration will be subject to the proration procedures described in the Arrangement Agreement and Plan of Arrangement. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
Forward-Looking Statements
This Current Report on Form 8-K contains statements concerning the timing of the closing of the Arrangement and the timing and receipt of applicable third party approvals, as well as other expectations, plans, goals, objectives, assumptions or information about future events, conditions, results of operations or performance that may constitute forward-looking statements or information under applicable securities legislation. Such forward-looking statements or information are based on a number of assumptions, which may prove to be incorrect. In addition to other assumptions identified in this Current Report on Form 8-K, assumptions have been made regarding, among other things, the timing of the closing of the Arrangement and the receipt of applicable third party approvals.
Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated and described in the forward-looking statements or information. These risks and uncertainties include the risks that the conditions to the Arrangement will not be satisfied or the Arrangement will not close on the terms expected.
The forward-looking statements or information contained in this Current Report on Form 8-K are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
EXHIBIT INDEX
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Exhibit
Number |
Description
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99.1
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Rayonier Advanced Materials Inc. (Registrant) | |||
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Dated: November 14, 2017
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By:
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/s/ Michael R. Herman | |
| Name: Michael R. Herman | |||
| Title: Senior Vice President, General Counsel and Corporate Secretary | |||