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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
March 14, 2016
COMMISSION FILE NUMBER 001-36285
Incorporated in the State of Delaware
I.R.S. Employer Identification Number 46-4559529
1301 Riverplace Boulevard, Jacksonville, Florida 32207
(Principal Executive Office)
Telephone Number: (904) 357-4600
Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))









Table of Contents

Rayonier Advanced Materials Inc.
Table of Contents
 
 
 
Page
Item 1.01
  
Item 7.01
 
Item 9.01
 
 
  



Table of Contents

Item 1.01.
Entry Into a Material Definitive Agreement
On March 14, 2016, Daicel Corporation (“Daicel”) and a subsidiary of Rayonier Advanced Materials Inc. (the “Company”), Rayonier A.M. Sales and Technology Inc. (“RYST”) entered into Amendment No. 2 to Daicel - Rayonier Amended Chemical Specialties Agreement, effective as of January 1, 2016 (“Amendment No. 2”). Amendment No. 2 amends that certain Amended and Restated Chemical Specialties Agreement, effective as of January 1, 2012, between Rayonier Performance Fibers, LLC and Daicel (the “Original Agreement”), which had been amended by that certain Amendment No. 1 to Amended Chemical Specialties Agreement, effective as of February 15, 2013 (“Amendment No. 1;” collectively, the Original Agreement and Amendment No. 1 are hereby referred to as the “Agreement”). The Agreement was assigned to RYST pursuant to the terms of Amendment No. 1.

The Company intends to submit a FOIA Confidential Treatment Request to the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, requesting that it be permitted to redact certain portions of Amendment No. 2. The omitted material will be included in the request for confidential treatment.

The foregoing description of Amendment No. 2 is qualified in its entirety by reference to Amendment No. 2. A redacted copy of Amendment No. 2 is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 7.01.
Regulation FD Disclosure
On March 17, 2016, the Company issued a press release relating to entry into Amendment No. 2 described in Item 1.01 above. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.
Financial Statements and Exhibits
(d) Exhibits
Exhibit Number
 
Description
10.1
  
Amendment No. 2 to Daicel - Rayonier Amended Chemical Specialties Agreement, effective as of January 1, 2016, between Daicel Corporation and Rayonier A.M. Sales and Technology Inc.*
99.1
  
Press release entitled "Rayonier Advanced Materials Announces Contract Extension with Daicel" issued March 17, 2016.
* Certain confidential portions of this exhibit were omitted pursuant to a Confidential Treatment Request submitted to the Securities and Exchange Commission.


1
Table of Contents

Signature
Pursuant to the requirements of the Securities Exchange Act of l934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Rayonier Advanced Materials Inc. (Registrant)
 
 
 
BY:
 
/s/ MICHAEL R. HERMAN
 
 
Michael R. Herman
 
 
Senior Vice President, General Counsel and Corporate Secretary
 
 
 
March 17, 2016

2
Exhibit 10.1



CONFIDENTIAL TREATMENT REQUESTED
Redacted portions are indicated by [***] [[1] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 1]  

AMENDMENT NO. 2 TO

DAICEL - RAYONIER

AMENDED CHEMICAL SPECIALTIES AGREEMENT

THIS AMENDMENT is effective as of January 1, 2016, and is entered into by and between Daicel Corporation (“Daicel”) and Rayonier A.M. Sales and Technology Inc. (“RYAM”).

WHEREAS, Daicel Corporation and Rayonier Performance Fibers, LLC are Parties to an Amended and Restated Chemical Specialties Agreement, with an effective date of January 1, 2012, which agreement was amended effective February 15, 2013 (collectively, hereinafter the “Agreement”);

WHEREAS, Rayonier Performance Fibers, LLC assigned all its interest and obligations in the Agreement to RYAM and RYAM has agreed to assume and perform all obligations of Rayonier Performance Fibers, LLC under the Agreement; and

WHEREAS, Daicel and RYAM (the “Parties”) wish to modify and amend the certain terms of the Agreement.

NOW THEREFORE, the Parties hereby amend the Agreement as follows:

1.
The Parties agree that all references to Rayonier Performance Fibers, LLC and “Rayonier” are hereby deleted and replaced with Rayonier A.M. Sales and Technology Inc. and “RYAM,” respectively.

2.
The Parties further agree that the term of the Agreement set forth in Article 2 shall be extended until December 31, 2018.

3.
The Parties further agree that [***] for calendar year 2016 shall be amended such that [***] shall be deleted and the words [***] shall be inserted in their stead, and the following [***] for calendar years 2017 and 2018, [***] for each of 2017 and 2018, as applicable:

[***]              [***]              [***]
Year          [***]              [***] *              [***]
                        
2017          [***]              [***]              [***]
2018          [***]              [***]              [***]


[1] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit 10.1


CONFIDENTIAL TREATMENT REQUESTED
Redacted portions are indicated by [***] [[1] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 1]  
*[***]

4.
The Parties further agree that [***] are deleted in their entirety and that the following provision of [***] shall be deleted in its entirety:

Shipments of [***] shall be limited to [***] each calendar quarter. In the event that Daicel agrees to changes to certain Product specifications as described in RYAM’s purchase specifications for [***] to the levels [***], the quarterly shipment limit on shipments of [***] purchased under the new specifications shall be removed.

5.
The Parties further agree that in 2016, 2017 and 2018 the provisions of [***], [***], [***] shall not apply.

6.
The Parties further agree that the following new [***] shall be inserted:

4(e). The price for [***] for calendar years 2016-2018 shall be as follows:

(i)      For calendar year 2016:

[***]          [***]          [***]
[***]                  [***]          [***] *          [***]
[***]                   [***]          [***]          [***]
[***]                  [***]          [***]          [***]
[***]                  [***]          [***]          [***]
[***]                  [***]          [***]          [***]
[***]                  [***]          [***]          [***]
[***]                  [***]          [***]          [***]
[***]                  [***]          [***]          [***]

(ii)      For calendar year 2017:

[***]          [***]          [***]
[***]                  [***]          [***]*      [***]

[***]              [***]          [***]          [***]
[***]              [***]          [***]          [***]
[***]              [***]          [***]          [***]
[***]              [***]          [***]          [***]
[***]              [***]          [***]          [***]     
[***]              [***]          [***]          [***]     


[1] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit 10.1


CONFIDENTIAL TREATMENT REQUESTED
Redacted portions are indicated by [***] [[1] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 1]  

[***]                  [***]          [***]          [***]     

*For each calendar year of the term during which [***].
            
(iii)      For calendar year 2018, [***].

(iv) [***].

7.
Effective for all purchases and sales beginning January 1, 2016, [***] shall be deleted and replaced in its entirety with the following:

7. [***].

8.
The Parties further agree that the following new provision is hereby inserted as [***]:

For each of the calendar years 2017 and 2018 only, [***].

9.
The Parties further agree that the following new provision is hereby inserted as [***]:
 
Notwithstanding any other provisions of this Agreement, in 2017 and each subsequent year, [***].


10.
The Parties further agree that Article 9 (“Confidentiality”) of this Agreement shall be inserted as follows:

9. Confidentiality. Subject to and except for each Party’s respective obligations under applicable law, including their disclosure obligations under United States securities laws, the Parties agree that they shall treat this Agreement, including its contents and all information contained in the Exhibits (collectively, the “Information”), as confidential. Neither Party shall disclose the Information to any person or entity not directly affiliated with such Party, other than outside legal counsel and external auditors, unless legally compelled to do so, and then only upon timely prior notice to the other Party to allow sufficient time to contest any such disclosure.

11.
The Parties further agree that, except as amended above, all remaining provisions of the Agreement shall continue in full force and effect.







[1] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit 10.1


CONFIDENTIAL TREATMENT REQUESTED
Redacted portions are indicated by [***] [[1] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 1]  

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first above written.



DAICEL CORPORATION





By: /s/ Hisanori Imanaka ________________

Name: Hisanori Imanaka
Title: Executive Officer
Senior General Manager
Raw Material Purchasing Center
RAYONIER A.M. SALES AND TECHNOLOGY INC.




By: /s/ Paul G. Boynton _______________________

       Name: Paul G. Boynton
       Title: President





[1] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit B


CONFIDENTIAL TREATMENT REQUESTED
Redacted portions are indicated by [***] [[1] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 1]  

EXHIBIT B

[***]

I. [***]

A. In the event that RYAM elects to [***]:

[***]

[***]          [***]          [***]
[***]                  [***]          [***]*          [***]

[***]                  [***]          [***]          [***]
[***]                  [***]          [***]          [***]
[***]                  [***]          [***]          [***]
[***]                  [***]          [***]          [***]
[***]                  [***]          [***]          [***]     
[***]                  [***]          [***]          [***]     
[***]                  [***]          [***]          [***]     

*[***].

B. In the event that Daicel [***]:
    
[***]

[***]          [***]          [***]
[***]                  [***]          [***]*          [***]

[***]                   [***]          [***]          [***]
[***]                  [***]          [***]          [***]
[***]                  [***]          [***]          [***]
[***]                  [***]          [***]          [***]
[***]                  [***]          [***]          [***]     
[***]                  [***]          [***]          [***]     
[***]                  [***]          [***]          [***]     
    
*[***].
    



[1] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit B

CONFIDENTIAL TREATMENT REQUESTED
Redacted portions are indicated by [***] [[1] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 1]  

C. In the event that RYAM and Daicel [***]:

[***]

[***]          [***]          [***]
[***]                  [***]          [***]*          [***]

[***]                   [***]          [***]          [***]
[***]                  [***]          [***]          [***]
[***]                  [***]          [***]          [***]
[***]                  [***]          [***]          [***]
[***]                  [***]          [***]          [***]     
[***]                  [***]          [***]          [***]     
[***]                  [***]          [***]          [***]     

*[***].             

II. [***]

[***].


[1] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit 99.1

Contacts:
 
 
Media
Russell Schweiss
904-357-9158
Investors
Mickey Walsh
904-357-9162

Rayonier Advanced Materials Announces Contract Extension with Daicel
Jacksonville, Fla., March 17, 2016 - Rayonier Advanced Materials Inc. (NYSE:RYAM) announced today that the Company amended its existing agreement with Daicel Corporation, its third largest customer, and extended the term of the agreement through calendar year 2018.
"For 65 years, Daicel has been a valued partner and we are pleased to have extended our contract for another two years,” stated Paul Boynton, Chairman, President and CEO of Rayonier Advanced Materials. “We appreciate the trust Daicel places in our product quality, technical support and reliability of supply. The entire Rayonier Advanced Materials team thanks Daicel for the opportunity to continue our long-standing relationship."
About Rayonier Advanced Materials
Rayonier Advanced Materials is the leading global supplier of high-purity, cellulose specialties natural polymers for the chemical industry. Working closely with its customers, the Company engineers natural polymeric chemical chains to create dozens of customized high-purity performance fibers at its plants in Florida and Georgia. Rayonier Advanced Materials' intellectual property and manufacturing processes have been developed over 85 years, resulting in unique properties and very high quality and consistency. Upon completion of the previously announced strategic realignment of assets in Jesup, the Company's facilities will have the capacity to produce approximately 485,000 tons of cellulose specialties for use in a wide range of industrial and consumer products such as filters, cosmetics and pharmaceuticals and approximately 245,000 tons of commodity products. Rayonier Advanced Materials is consistently ranked among the nation’s top 50 exporters and delivers products to 79 ports around the world, serving customers in 20 countries across five continents. More information is available at www.rayonieram.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 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

CORPORATE HEADQUARTERS
1301 Riverplace Boulevard Suite 2300 Jacksonville, FL 32207
904.357.4600 fax 904.357.9101 www.RayonierAM.com
Exhibit 99.1

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 U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Rayonier Advanced Materials assumes no obligation to update these statements except as is required by law.

# # #


CORPORATE HEADQUARTERS
1301 Riverplace Boulevard Suite 2300 Jacksonville, FL 32207
904.357.4600 fax 904.357.9101 www.RayonierAM.com