Aug 04, 2016 10:01 PM
The offering price is $100 per share. The Offering is expected to close on August 10, 2016, subject to customary closing conditions.
Holders of the Mandatory Convertible Preferred Stock will be entitled to
conversion, dividend, liquidation and voting rights, subject to the
provisions of a certificate of designations. Dividends on the Mandatory
Convertible Preferred Stock will be payable on a cumulative basis when,
as and if declared by the Company’s board of directors, or an authorized
committee of the board of directors, at an annual rate of 8.00 percent
on the liquidation preference of
Unless earlier converted, each share of Mandatory Convertible Preferred
Stock will automatically convert on or around
The Company estimates the net proceeds from the Offering, after
deducting underwriting discounts and commissions and estimated offering
expenses, will be approximately
BofA Merrill Lynch, J.P. Morgan and
The Offering is being made pursuant to an effective shelf registration
statement (including a prospectus)(File No. 333-209747) filed with
the U.S. Securities and Exchange Commission (“SEC”). Before you invest,
you should read the prospectus in that registration statement, the
prospectus supplement and other documents the Company has filed with the
BofA Merrill Lynch |
NC1-004-03-43 |
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Attn: Prospectus Department |
Via telephone at (800) 294-1322 or by emailing dg.prospectus_requests@baml.com |
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c/o Broadridge Financial Solutions |
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Via telephone at (866) 803-9204 or by emailing prospectus-eq_fi@jpmchase.com |
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Attn: |
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Via telephone at (800) 326-5897 or email a request to cmclientsupport@wellsfargo.com |
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The Offering will be made only by means of a prospectus supplement and the accompanying prospectus.
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 the completion of the Offering and Rayonier Advanced Materials’ future 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 that 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 that the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that these expectations will be attained and 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.
Such risks and uncertainties include, but are not limited to: competitive pressures in the markets in which we operate, especially with respect to increases in supply and pressures on demand for our products, which impact pricing; our ability to complete our announced cost and debt reduction initiatives and objectives within the planned parameters and achieve the anticipated benefits; our customer concentration, especially with our three largest customers; changes in global economic conditions, including currency; the Chinese dumping duties currently in effect for commodity viscose pulps; potential legal, regulatory and similar challenges relating to our permitted air emissions and waste water discharges from our facilities by non-governmental groups and individuals; the effect of current and future environmental laws and regulations as well as changes in circumstances on the cost and estimated future cost of required environmental expenditures; the potential impact of future tobacco-related restrictions; potential for additional pension contributions; labor relations with the unions representing our hourly employees; the effect of weather and other natural conditions; changes in transportation-related costs and availability; the failure to attract and retain key personnel; the failure to innovate to maintain our competitiveness, grow our business and protect our intellectual property; uncertainties related to the availability of additional financing to us in the future and the terms of such financing; our inability to make or effectively integrate future acquisitions and engage in certain other corporate transactions; any failure to realize expected benefits from our separation from Rayonier Inc.; financial and other obligations under agreements relating to our debt; and uncertainties relating to general economic, political, and regulatory conditions.
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
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