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RYAM Announces Commencement of Cash Tender Offer for Any and All of Rayonier A.M. Products’ 7.625% Senior Secured Notes due 2026

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Rayonier Advanced Materials (RYAM) announced that its subsidiary, Rayonier A.M. Products, has launched a cash tender offer to purchase all outstanding 7.625% Senior Secured Notes due 2026, with a current outstanding amount of $452,640,000. Holders who tender their notes by the expiration date of November 4, 2024, will receive $1,000 in cash per $1,000 principal amount, plus accrued interest. The settlement is expected on November 7, 2024. The tender offer is contingent on securing sufficient debt financing to fund the purchase and associated expenses.

Rayonier Advanced Materials (RYAM) ha annunciato che la sua filiale, Rayonier A.M. Products, ha avviato un'offerta pubblica d'acquisto in contante per acquisire tutte le 7,625% Note Senior Garantite in scadenza nel 2026, con un importo attualmente in circolazione di $452,640,000. I titolari che presenteranno le loro note entro la data di scadenza del 4 novembre 2024 riceveranno $1.000 in contante per ogni $1.000 di valore nominale, più gli interessi maturati. Il regolamento è previsto per il 7 novembre 2024. L'offerta è subordinata all'ottenimento di un finanziamento adeguato per coprire l'acquisto e le spese associate.

Rayonier Advanced Materials (RYAM) anunció que su filial, Rayonier A.M. Products, ha lanzado una oferta pública de compra en efectivo para adquirir todas las Notas Senior Garantizadas al 7,625% con vencimiento en 2026, con un monto actual pendiente de $452,640,000. Los tenedores que ofrezcan sus notas antes de la fecha de vencimiento del 4 de noviembre de 2024 recibirán $1,000 en efectivo por cada $1,000 de monto principal, además de los intereses devengados. Se espera que el acuerdo se realice el 7 de noviembre de 2024. La oferta está sujeta a obtener financiamiento adecua do suficiente para financiar la compra y los gastos asociados.

레이오니어 고급 자재 (RYAM)는 자회사인 레이오니어 A.M. 제품이 모든 7.625% 선순위 보안 노트 만기 2026를 현금으로 구매하기 위한 입찰 제안을 시작했다고 발표했습니다. 현재 미결제 금액은 $452,640,000입니다. 2024년 11월 4일 만료일 이전에 노트를 제출하는 보유자는 $1,000의 현금을 받을 수 있으며, 이는 $1,000의 원금에 대해 지급되며, 이자는 추가로 지급됩니다. 결제는 2024년 11월 7일로 예상됩니다. 입찰 제안은 구매 및 관련 비용을 충당하기 위해 충분한 부채 자금을 확보하는 것이 조건입니다.

Rayonier Advanced Materials (RYAM) a annoncé que sa filiale, Rayonier A.M. Products, a lancé une offre d'achat en espèces pour acquérir l'ensemble des Obligations Senior Sécurisées de 7,625% arrivant à échéance en 2026, avec un montant actuellement en circulation de $452,640,000. Les détenteurs qui soumettent leurs obligations avant la date d'expiration du 4 novembre 2024 recevront $1,000 en espèces pour chaque 1,000 $ de montant nominal, plus les intérêts courus. Le règlement est prévu pour le 7 novembre 2024. L'offre est subordonnée à l'obtention d'un financement par emprunt suffisant pour financer l'achat et les dépenses associées.

Rayonier Advanced Materials (RYAM) hat bekannt gegeben, dass seine Tochtergesellschaft, Rayonier A.M. Products, ein Barangebot zum Kauf aller ausstehenden 7,625% Senior Secured Notes mit Fälligkeit 2026 gestartet hat, mit einem derzeit ausstehenden Betrag von $452,640,000. Inhaber, die ihre Anleihen bis zur Ablaufdatum am 4. November 2024 anbieten, erhalten $1.000 in bar pro $1.000 Nennbetrag, zuzüglich aufgelaufener Zinsen. Die Abwicklung wird für den 7. November 2024 erwartet. Das Angebot ist an die Bedingung geknüpft, dass eine ausreichende Fremdfinanzierung zur Finanzierung des Kaufs und der damit verbundenen Kosten gesichert wird.

Positive
  • Company aims to refinance existing debt, potentially improving its capital structure
  • Full repayment of principal amount offered ($1,000 per $1,000)
Negative
  • Additional debt financing required to fund the tender offer
  • Potential increase in interest expenses depending on new financing terms

Insights

This tender offer for $452.64 million in senior secured notes represents a significant debt restructuring initiative. The company is offering to buy back these 7.625% notes at par value ($1,000 per $1,000 principal) plus accrued interest. The move suggests RYAM is likely pursuing more favorable financing terms in the current market environment. While the tender price at par doesn't offer a premium to noteholders, the high coupon rate made these notes relatively expensive for RYAM. The company's plan to legally defease any remaining notes indicates a comprehensive approach to refinancing its debt structure. This could potentially lead to reduced interest expenses and improved cash flow, though the success depends on securing new financing at better rates.

JACKSONVILLE, Fla.--(BUSINESS WIRE)-- 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.

Media

Ryan Houck

(904) 357-9134



Investors

Mickey Walsh

(904) 357-9162

Source: Rayonier Advanced Materials Inc.

FAQ

What is the expiration date for RYAM's tender offer of 7.625% Senior Secured Notes?

The tender offer will expire at 5:00 p.m., New York City time, on November 4, 2024, unless extended or terminated earlier.

How much will noteholders receive in RYAM's tender offer?

Noteholders will receive $1,000 in cash for each $1,000 principal amount of notes, plus accrued and unpaid interest up to the settlement date.

What is the total outstanding amount of RYAM's 7.625% Senior Secured Notes?

As of October 29, 2024, the outstanding amount of the notes is $452,640,000.

When is the expected settlement date for RYAM's tender offer?

The settlement date is expected to occur on November 7, 2024.

Rayonier Advanced Materials Inc.

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