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): May 16, 2013
RESOLUTE FOREST PRODUCTS INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-33776 | 98-0526415 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
Resolute Forest Products Inc. 111 Duke Street, Suite 5000 Montreal, Quebec, Canada |
H3C 2M1 | |
(Address of principal executive offices) | (Zip Code) |
(514) 875-2160
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 | Submission of Matters to a vote of Securityholders |
(a) Resolute Forest Products Inc. (the Company) held its annual meeting of the stockholders on May 16, 2013.
(b) The stockholders elected all the director nominees, ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the 2013 fiscal year and adopted a non-binding resolution approving executive compensation.
1. | Vote on the election of directors: |
For | Withheld | Non-votes | ||||||||||
Michel P. Desbiens |
60,655,614 | 219,687 | 19,894,470 | |||||||||
Jennifer C. Dolan |
60,662,726 | 212,575 | 19,894,470 | |||||||||
Richard D. Falconer |
60,660,573 | 214,728 | 19,894,470 | |||||||||
Richard Garneau |
60,658,332 | 216,969 | 19,894,470 | |||||||||
Jeffrey A. Hearn |
60,662,983 | 212,318 | 19,894,470 | |||||||||
Bradley P. Martin |
58,633,933 | 2,241,368 | 19,894,470 | |||||||||
Alain Rhéaume |
60,664,506 | 210,795 | 19,894,470 | |||||||||
Michael S. Rousseau |
60,662,576 | 212,725 | 19,894,470 | |||||||||
David H. Wilkins |
60,663,352 | 211,949 | 19,894,470 |
2. | Vote on the ratification of the appointment of PricewaterhouseCoopers LLP: |
For |
80,497,184 | |||
Against |
66,899 | |||
Abstain |
205,688 |
3. | Advisory vote to approve executive compensation: |
For |
60,443,581 | |||
Against |
250,100 | |||
Abstain |
181,620 | |||
Non-votes |
19,894,470 |
Item 7.01 | Regulation FD Disclosure |
On May 22, 2013, Resolute Forest Products Inc. (formerly AbitibiBowater Inc., the Company) distributed from the disputed claim share reserve 2,055,620 shares of its common stock for the benefit of unsecured creditors under the Chapter 11 plan of reorganization. There being no remaining unresolved unsecured claim under the Chapter 11 plan of reorganization, this was the final distribution to unsecured creditors under that plan of reorganization. There was no distribution to unsecured creditors under the CCAA plan of reorganization and compromise in this distribution; eligible creditors thereunder will receive one or more additional distribution(s) in accordance with the interim distribution provisions of that plan.
Because the aggregate of allowed claims against certain Chapter 11 debtors was resolved for less than was originally reserved when the disputed claim share reserve was established, 276,662 shares were transferred to the Company in connection with the distribution, pursuant to the Chapter 11 plan of reorganization.
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Distributions from the disputed claim share reserve are not dilutive, as the shares in the reserve have been deemed outstanding since emergence from the creditor protection proceedings.
In this current report, when we refer to creditor protection proceedings, we mean the proceedings under Chapter 11 of the United States Bankruptcy Code, as amended (or Chapter 11), and the Companies Creditors Arrangement Act (Canada), as applicable (or CCAA), from which AbitibiBowater Inc. and all but one of its debtor affiliates successfully emerged on December 9, 2010. When we refer to disputed claim share reserve, or the reserve, we mean the reserve of 23,382,073 shares established under the plans of reorganization for claims that remained in dispute as of the emergence date, from which there have been interim distributions to unsecured creditors as disputed claims were resolved.
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Summary of May 22 Distribution by Debtor
Chapter 11 Debtor |
Value of Allowed Claims Receiving Distribution as of May 22, 2013 ($000) |
Total Shares Available for Distribution |
Re-Allocated SERP Shares |
Shares Distributed as of May 22, 2013 |
Shares in Reserve as of May 22, 2013 |
Number of Shares per $1,000 of Allowed Claim as of May 22, 2013 |
||||||||||||||||||
AbitibiBowater Inc. |
$ | 393,986 | 141,299 | 141,299 | | 0.358639 | ||||||||||||||||||
Abitibi-Consolidated Corporation |
42,835 | 189,427 | 189,427 | | 4.422222 | |||||||||||||||||||
Abitibi-Consolidated Finance LP |
7,979 | 264,827 | 264,827 | | 33.191033 | |||||||||||||||||||
Abitibi Consolidated Sales Corporation |
29,615 | 592,295 | 128,610 | 720,905 | | 24.342162 | ||||||||||||||||||
Alabama River Newsprint Company |
2,204 | 721 | 721 | | 0.327138 | |||||||||||||||||||
Augusta Woodlands, LLC |
| 26 | | 26 | N/A | |||||||||||||||||||
Bowater Alabama LLC |
13,407 | 260,991 | 260,991 | | 19.467436 | |||||||||||||||||||
Bowater America Inc. |
4,523 | 297,490 | 180,901 | 116,589 | 39.999648 | |||||||||||||||||||
Bowater Incorporated |
2,743,804 | 49,960,332 | 288,324 | 50,248,537 | 119 | 18.313455 | ||||||||||||||||||
Bowater Newsprint South LLC |
21 | 141 | 141 | | 6.619386 | |||||||||||||||||||
Bowater Newsprint South Operations LLC |
7,300 | 55,395 | 55,395 | | 7.588187 | |||||||||||||||||||
Bowater Nuway Inc. |
52 | 2,007 | 2,007 | | 38.488962 | |||||||||||||||||||
Bowater Nuway Mid-States Inc. |
190 | 3,974 | 3,974 | | 20.886736 | |||||||||||||||||||
Coosa Pines Golf Club Holdings LLC |
| 1,520 | | 1,520 | N/A | |||||||||||||||||||
Donohue Corp. |
91 | 14,187 | 3,657 | 10,530 | 39.989026 | |||||||||||||||||||
Lake Superior Forest Products Inc. |
18 | 67 | 67 | | 3.755191 | |||||||||||||||||||
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$ | 3,246,026 | 51,784,699 | 416,934 | 52,072,849 | 128,784 |
This table does not include:
| the allowed amounts of claims in respect of the 15.5% notes due July 15, 2010, issued by Abitibi Consolidated Company of Canada, or the exchange notes, in respect of which the Company previously distributed 7,783,894 shares of common stock under the Chapter 11 plan of reorganization; |
| 233,714 shares allocated and previously distributed to the estate trustee of Bowater Canada Finance Corporation as a result of that entitys exclusion from the plans of reorganization and subsequent assignment for the benefit of its creditors under the Bankruptcy and Insolvency Act (Canada); |
| the allowed amounts of claims relating to certain pre-petition supplemental executive retirement plans, for which the Company had reserved an additional 1,051,772 shares of common stock under the Chapter 11 plan of reorganization. Because these claims were resolved for less than was originally reserved, 416,934 shares were reallocated to affected Chapter 11 debtors for distribution; nor |
| any CCAA debtor or distribution on account thereof. For more information on distributions relating to CCAA debtors, see the current report on Form 8-K filed with the Securities and Exchange Commission, or the SEC, as of November 7, 2012. |
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Summary of May 22, 2013 Distribution by Public Bond
Shares of RFP
common stock
(CUSIP 76117 W 109)
Cumulative | ||||||||||||||||
shares | Stock per | |||||||||||||||
Aggregate | distributed as of | $1,000 of | ||||||||||||||
Issue description |
Cusip | Trustee or TA | principal amount | May 22, 2013 | principal | |||||||||||
7.4% Debentures due 2018 |
003924AB3 | Computershare (Montreal) |
100,000,000 | 864,707 | 8.647070 | |||||||||||
7.5% Debentures due 2028 |
003924AC1 | Computershare (Montreal) |
250,000,000 | 2,162,899 | 8.651596 | |||||||||||
10.50% Senior Notes (Series B) |
102214AB9 | Computershare (Montreal) |
20,400,000 | 362,129 | 17.751422 | |||||||||||
6.0% Notes due 2013 |
003669AC2 | Deutsche Bank | 350,000,000 | 2,965,994 | 8.474269 | |||||||||||
7.75% Notes due 2011 |
003669AF5 | Deutsche Bank | 200,000,000 | 1,706,099 | 8.530495 | |||||||||||
Floating Rate Notes due 2011 |
003669AG3 | Deutsche Bank | 200,000,000 | 1,692,402 | 8.462010 | |||||||||||
8.375% Senior Notes due 2015 |
003669AJ7 | Deutsche Bank | 450,000,000 | 3,911,038 | 8.691196 | |||||||||||
7.875% Senior Notes |
003672AA0 | Deutsche Bank | 7,842,000 | 330,879 | 42.193191 | |||||||||||
8.5% Senior Unsecured Note due 2029 |
003924AD9 | Deutsche Bank | 250,000,000 | 2,115,335 | 8.461340 | |||||||||||
8.55% Senior Unsecured Note due 2010 |
003924AG2 | Deutsche Bank | 395,000,000 | 3,342,576 | 8.462218 | |||||||||||
8.85% Senior Unsecured Note due 2030 |
003924AH0 | Deutsche Bank | 450,000,000 | 3,810,366 | 8.467480 | |||||||||||
9.0% Debentures |
102183AC4 | HSBC | 248,092,000 | 4,628,513 | 18.656438 | |||||||||||
9.375% Debentures |
102183AEO | HSBC | 200,000,000 | 3,766,498 | 18.832490 | |||||||||||
9.50% Debentures |
102183AG5 | HSBC | 125,000,000 | 2,397,049 | 19.176392 | |||||||||||
6.50 % Notes |
102183AK6 | HSBC | 400,000,000 | 7,473,158 | 18.682895 | |||||||||||
Floating Rate Notes (2010) |
102183AL4 | HSBC | 234,420,000 | 4,309,288 | 18.382766 | |||||||||||
7.75% Revenue Bonds |
56041HAA3 | HSBC | 62,000,000 | 1,139,093 | 18.372468 | |||||||||||
7.625% Revenue Bonds |
582359AC9 | HSBC | 30,000,000 | 553,847 | 18.461567 | |||||||||||
7.40 % Revenue Bonds (2022) |
582361AA9 | HSBC | 39,500,000 | 743,450 | 18.821519 | |||||||||||
7.40 % Revenue Bonds (2010) |
986476AR0 | HSBC | 3,250,000 | 60,786 | 18.703385 | |||||||||||
8.0% Convertible Notes |
003687AA8 | Law Debenture | 387,304,167 | 7,231,732 | 18.671971 | |||||||||||
15.5% Senior Notes |
003669AK4 | Wilmington | 292,969,000 | 12,223,574 | 41.723097 | |||||||||||
10.85% Debentures |
05356KAB0 | Computershare | CAD 125,000,000 | 1,836,932 | 14.695456 | |||||||||||
7.95 % Notes |
102175AB2 | Wilmington Trust | 600,000,000 | 11,351,978 | 18.919963 |
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The table above shows each issuance for which the debtors have made a distribution under the plans of reorganization, and the cumulative total thereof after giving effect to the May 22 distribution, which included only distributions on account of the Chapter 11 plan of reorganization. For more information on distributions relating to CCAA debtors, see the current report on Form 8-K filed with the SEC as of November 7, 2012.
Concerning the 7.95% notes issued by Bowater Canada Finance Corporation (CUSIP 102175AB2), this table reflects only distributions on account of the guaranty claim against the estate of Resolute US FP Inc. (f/k/a Bowater Incorporated). The table does not reflect any distribution on account of the claim filed against Bowater Incorporated by the estate trustee of Bowater Canada Finance Corporation under section 135 of the Companies Act (Nova Scotia) (the wind-up claim). For more information, see the current report on Form 8-K filed with the SEC as of November 7, 2012.
The information contained in this current report is furnished pursuant to Item 7.01 of Form 8K and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this report shall not be incorporated by reference into any registration statement or any other document filed pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. By filing this report and furnishing the information contained herein the Company makes no admission as to the materiality of any such information.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RESOLUTE FOREST PRODUCTS INC. | ||||||
Date: May 22, 2013 | By: | /s/ Jacques P. Vachon | ||||
Name: | Jacques P. Vachon | |||||
Title: | Senior Vice President and Chief Legal Officer |
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