Sylvamo releases early results in tender offer for 7% notes due 2029

By Mary-Katherine Stinson

Lexington, Ky., March 8 – Sylvamo Corp. released early results of its cash tender offer to purchase any and all of its outstanding $450 million 7% senior notes due 2029 (Cusips: U7858LAA6, 87133LAA8) and concurrent related consent solicitation, according to a press release.

As of the early expiration date of 5 p.m. ET on March 7, $359,459,000 of the notes, or 79.88%, have been tendered.

All the tendered notes have been accepted for purchase.

Early settlement will be March 10.

The total cost of tendered notes is $360.1 million.

As previously reported, the company is offering a total consideration of $1,000 for each $1,000 principal amount of the notes, which includes an early participation premium of $30 that will be paid only to holders who tendered by the early deadline.

The early tender deadline was also the withdrawal deadline. Any notes validly tendered, and related consents validly delivered, after the early tender deadline may not be withdrawn or revoked.

Consent solicitation

The company also reported that the requisite consents have been received as of the early deadline.

As a result, the company will enter a supplemental indenture to the indenture giving effect to the proposed amendments. The amendments will not become operative until settlement.

Upon becoming operative, the proposed amendments will apply to all noteholders.

The consent solicitation was seeking holder approval to amend, among other things, the company’s existing credit agreement to permit the repurchasing of the notes and to obtain a new $300 million senior secured term loan facility.

The consent solicitation further sought holder approval for proposed amendments to the notes’ indenture to eliminate substantially all restrictive covenants and some events of default applicable to the notes, as well as modify some notice requirements for redemption and other provisions contained in the indenture.

Sylvamo expects to use the net proceeds from the financing transaction, together with cash on hand and, if necessary, proceeds from other credit facilities to pay the total consideration for the tender offer. The financing transaction is not conditioned upon the completion of the tender offer.

Holders may not tender their notes in the tender offer without delivering their consents under the consent solicitation and may not deliver their consents without tendering their notes.

Tender offer

The $450 million Regulation S and Rule 144A notes were issued Sept. 3, 2021.

The offer will expire at 11:59 p.m. ET on March 21, with final settlement expected March 23.

Holders will also receive accrued interest to but excluding the settlement date.

The tender offer is not conditioned upon any minimum amount of notes being tendered or the receipt of required consents under the concurrent solicitation.

Global Bondholder Services Corp. (855 654-2014, 212 430-3774 or contact@gbsc-usa.com) is the tender and information agent.

BofA Securities, Inc. (900 388-3646 or 888 292-0700) is the dealer manager and solicitation agent.

Sylvamo is a Memphis-based printing papers company.

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