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

Rhea-AI Summary

Rayonier Advanced Materials (RYAM) announced the expiration of its cash tender offer for its subsidiary's 7.625% Senior Secured Notes due 2026. As of the November 4, 2024 expiration date, $135,486,000 in aggregate principal amount of notes were validly tendered, representing 29.93% of outstanding notes. An additional $143,000 in notes were submitted under guaranteed delivery procedures. The company expects to make payment for tendered notes on November 7, 2024. RYAM intends to legally defease all obligations under non-tendered notes pursuant to the indenture terms.

Positive

• Company taking active steps to manage its debt obligations
• Successfully received tenders for 29.93% of outstanding notes

Negative

• Only 29.93% of noteholders participated in the tender offer, indicating success in debt restructuring attempt

Insights

Financial Analyst

The tender offer results show a relatively low participation rate with only 29.93% ($135.5 million) of the outstanding 7.625% Senior Secured Notes being tendered. This tepid response suggests bondholders may be finding better yields elsewhere in the current high-rate environment. The company's plan to legally defease the remaining non-tendered notes indicates a strategic move to restructure its debt obligations, likely aimed at reducing interest expenses. However, the defeasance process will require setting aside sufficient funds to cover all remaining principal and interest payments, which could impact near-term liquidity. Given RYAM's market cap of $535.7 million, this debt management initiative represents a significant financial undertaking that will affect the company's capital structure and future financing flexibility.

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 previously-announced cash tender offer by the Issuer to purchase any and all of the Issuer’s outstanding 7.625% Senior Secured Notes due 2026 (the “notes”) expired at 5:00 p.m., New York City time, on November 4, 2024 (such time and date, the “Expiration Date”), pursuant to the terms of the offer to purchase, dated as of October 29, 2024 (the “Offer to Purchase”), and the notice of guaranteed delivery attached thereto (the “Notice of Guaranteed Delivery”). As of the Expiration Date, according to information provided by the information and tender agent for the tender offer, $135,486,000 aggregate principal amount of the notes were validly tendered and not validly withdrawn, representing 29.93% of the aggregate principal amount of the notes outstanding, which does not include $143,000 aggregate principal amount of the notes for which a Notice of Guaranteed Delivery was timely delivered and that remain subject to the guaranteed delivery procedures set forth in the Offer to Purchase and the Notice of Guaranteed Delivery. Withdrawal rights for the tender offer expired at the Expiration Date, and accordingly, notes validly tendered in the tender offer may no longer be withdrawn except where additional withdrawal rights are required by law.

The Issuer expects to accept for payment all notes validly tendered and not validly withdrawn in the tender offer, including any notes that are timely and validly tendered pursuant to the guaranteed delivery procedures, and expects to make payment for such notes on November 7, 2024. Consummation of the tender offer remains subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase.

As previously disclosed, the Issuer intends 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.

Persons with questions regarding the tender offer should contact the sole dealer manager for the tender offer, Houlihan Lokey Capital, Inc., by telephone at (888) 613-7288 (toll-free) or at (212) 497-7864. Global Bondholder Services Corporation is the information and tender agent for the tender offer, and may be reached 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/.

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 was 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

Source: Rayonier Advanced Materials Inc.

FAQ

What percentage of RYAM's Senior Secured Notes were tendered in the 2024 tender offer?

29.93% of the aggregate principal amount of notes were validly tendered, representing $135,486,000, with an additional $143,000 submitted under guaranteed delivery procedures.

When will RYAM make payments for the tendered Senior Secured Notes?

RYAM expects to make payment for the validly tendered notes on November 7, 2024.

What will happen to RYAM's notes that were not tendered in the offer?

RYAM intends to legally defease all obligations under the outstanding notes that were not validly tendered and purchased in the tender offer.