Rayonier Advanced Materials Announces Pricing of Private Offering of $500 Million of Senior Secured Notes

Rayonier Advanced Materials (NYSE: RYAM) (“RYAM”) today announced that its wholly owned subsidiary, Rayonier A.M. Products Inc. (the “Company”), has priced a private offering (the “Offering”) of $500 million aggregate principal amount of 7.625% senior secured notes due 2026 (the “Notes”), at an offering price of 100% of the principal amount thereof. The Company intends to use the net proceeds from the sale of the Notes, together with cash on hand, to repay all outstanding obligations under its existing senior secured credit agreement (other than the outstanding letters of credit issued thereunder, which will be rolled into or in respect of which back-to-back letters of credit will be issued under the Company’s recently entered-into five-year senior secured asset-based revolving credit facility in an initial committed amount of $200 million (the “ABL Credit Facility”)). The closing of the Offering is expected to occur on or about December 23, 2020, and is contingent on, and is expected to occur simultaneously with, the repayment of the existing senior secured credit agreement and the availability of the ABL Credit Facility, and is subject to other customary conditions.

The Notes will be guaranteed on a senior secured basis, jointly and severally, by RYAM and certain of RYAM’s wholly owned restricted subsidiaries organized in the United States and Canada.

The Offering will be made only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes will be subject to restrictions on transferability and resale and may not be transferred or resold, except in compliance with the registration requirements of the Securities Act or pursuant to an exemption therefrom and in compliance with other applicable securities laws. The Notes will not be registered under the Securities Act or any state or other securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.