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)
October 14, 2014
RAYONIER ADVANCED MATERIALS INC.
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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RAYONIER ADVANCED MATERIALS INC.
TABLE OF CONTENTS
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PAGE
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Item 1.01.
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1
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Item 9.01.
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2
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3
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4
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ITEM 1.01
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Entry into a Material Definitive Agreement
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On October 14, 2014, a subsidiary of the Company, Rayonier Performance Fibers, LLC, (“RPF”), and Nantong Cellulose Fibers Co., Ltd. (“Nantong”) entered into that certain Amendment to Cellulose Specialties Agreement, dated effective as of December 31, 2014 (the “Amendment”), amending in certain respects that certain Cellulose Specialties Agreement, dated effective as of January 1, 2012, between RPF and Nantong.
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 the Amendment. The omitted material will be included in the request for confidential treatment.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment. A redacted copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K.
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ITEM 9.01.
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Financial Statements and Exhibits.
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10.1
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Amendment to Cellulose Specialties Agreement, dated effective as of December 31, 2014, between Nantong Cellulose Fibers Co., Ltd. and Rayonier Performance Fibers, LLC.
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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.
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Rayonier Advanced Materials Inc.
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BY:
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/s/ MICHAEL R. HERMAN
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Michael R. Herman
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Senior Vice President, General Counsel
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and Corporate Secretary
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October 20, 2014
EXHIBIT INDEX
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EXHIBIT NO.
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DESCRIPTION
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LOCATION
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10.1
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Amendment to Cellulose Specialties Agreement, dated effective as of December 31, 2014, between Nantong Cellulose Fibers Co., Ltd. and Rayonier Performance Fibers, LLC.
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Filed herewith.
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Exhibit 10.1
CONFIDENTIAL TREATMENT REQUESTED
Redacted portions are indicated by [***]
1
AMENDMENT TO
CHEMICAL CELLULOSE AGREEMENT
THIS AMENDMENT
is effective as of December 31, 2014, and is entered into by and between
Nantong Cellulose Fibers Co., Ltd.,
(“Buyer”) and
Rayonier Performance Fibers, LLC
(“Seller”), collectively, the “Parties.”
WHEREAS
, Seller and Buyer entered into that certain Chemical Cellulose Agreement with the effective date of January 1, 2012 (the “Agreement”);
WHEREAS
, the Parties desire to amend the Agreement and revise certain terms contained therein.
NOW THEREFORE
, the Parties hereby amend the Agreement as follows:
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1.
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Article 1 of the Agreement is revised to extend the term through December 31, 2015.
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2.
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Article 3(a) of the Agreement is amended to add the following annual requirement:
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[***]
3. Article 4(a) of the Agreement shall be amended by adding the following sentence to the end:
“For calendar year 2015, the payment terms shall be [***].”
4. Article 4(b) shall be deleted effective January 1, 2015 and replaced in its entirety with the following:
“The price for Product purchased during calendar year 2015 shall be [***].”
5. Article 5 of the Agreement shall be replaced in its entirety with the following:
(5)
[
***]
:
[***].
[***].
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.
Except as amended above, all remaining provisions the Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the day and year first above written.
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NANTONG CELLULOSE FIBERS
CO., LTD.
By: _
/s/ Liu Jingru
______________
Name: Liu Jingru
Title: Chairman, Board of Directors
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RAYONIER PERFORMANCE FIBERS, LLC
By: _
/s/ Paul Boynton
__________
Name: Paul Boynton
Title:
President
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