Karta Halten B.V., a private limited company organized under the laws of the Netherlands (“Karta Halten”), announced today that its wholly owned subsidiary, Pearl Merger Sub Inc., a Delaware corporation (“Merger Sub”) and affiliate of Paper Excellence B.V., a private limited company organized under the laws of the Netherlands (“Paper Excellence”), has launched offers (each, an “Offer” and together, the “Offers”) to purchase for cash any and all of Domtar Corporation’s (NYSE: UFS) (TSX: UFS) (“Domtar”) outstanding (i) 6.25% Senior Notes due 2042 (the “2042 Notes”), $250,000,000 aggregate principal amount, and (ii) 6.75% Senior Notes due 2044 (the “2044 Notes” and, together with the 2042 Notes, the “Notes,” each such series of the Notes, a “Series”), $250,000,000 aggregate principal amount. In connection with the Offers, Merger Sub is soliciting consents with respect to each Series of Notes (the “Offer Consent Solicitations”) to amend the senior indenture, dated as of November 19, 2007 (as supplemented and amended to date (the “Indenture”), among Domtar, the subsidiary guarantors from time to time party thereto and The Bank of New York (predecessor to The Bank of New York Mellon), as trustee (the “Trustee”), establishing the 2042 Notes and 2044 Notes. For any Notes of a Series that a Holder tenders in either Offer, the Holder will be deemed to have delivered (i) consents (“Offer Exit Consents”) to, among other things, eliminate substantially all of the restrictive covenants, to eliminate certain “Events of Default,” amend the definition of “Change of Control” to exclude the Merger (as defined below) and related transactions and amend the issuer reporting covenant to remove the requirement to file bondholder reports with the SEC and make other changes appropriate for a private company, in each case in the Indenture (as set forth in the Offer to Purchase and Consent Solicitation Statement, dated August 9, 2021 (the “Offer to Purchase”)) (the “Offer Exit Proposed Amendments”) and (ii) consents (“Offer Change of Control Consents”) to the Change of Control Proposed Amendments (as defined below).
Karta Halten B.V. Announces, Through Its Wholly-owned Subsidiary Pearl Merger Sub Inc., Offers to Purchase for Cash Any and All of Domtar Corporation's 6.25% Senior Notes Due 2042 and 6.75% Senior Notes Due 2044 and Related Consent Solicitations
Aug 09, 2021
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