8-K

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): December 18, 2015

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

(Registrant’s 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 1.01 Entry into a Material Definitive Agreement

On December 18, 2015, our principal Canadian operating subsidiary, Resolute FP Canada Inc., entered into an agreement (the “2015 agreement”) with the Government of Québec to renew certain undertakings that subsidiary originally made in 2010 in connection with funding relief regulations applicable to our material Canadian registered pension plans in the province of Québec. The original undertakings agreed with the government of Québec were applicable until the end of 2015, with a commitment to re-evaluate after the end of the initial term. The Québec funding relief obligations and undertakings, as in effect prior to the 2015 agreement, are described in our Annual Report on Form 10-K for the year ended December 31, 2014.

Subject to certain exceptions, the 2015 agreement renews the prior undertakings to Québec, including the obligation to make an additional solvency deficit reduction contribution to our Canadian subsidiary’s pension plans of Cnd$75 (approximately $54 at the currently-applicable exchange rate), payable over four years, for each metric ton of capacity reduced in Québec in the event of downtime of more than six consecutive months or nine cumulative months over a period of 18 months. The 2015 agreement effectively terminates the following undertakings, as of December 9, 2015:

• the prohibition on the payment of dividends by our Canadian subsidiary at any time when the weighted average solvency ratio of the Québec pension plans is less than 80%;

• the requirement to invest a minimum of Cdn$75 million (then approximately $73.3 million) in strategic projects in Québec over a five-year period; and

• the obligation to create a diversification fund by contributing Cdn$2 million (then approximately $2 million) per year for five years for the benefit of the municipalities and workers in the Québec operating regions.

The 2015 agreement provides that the undertakings will remain in effect for so long as the Québec funding relief regulations continue to apply to us, except that either we or the Government of Québec may, subject to certain conditions, request a re-evaluation of our undertakings in the 2015 agreement should we continue to remain under the funding relief regulations.

The 2015 agreement does not eliminate obligations already incurred as a result of the undertakings, notably in respect of additional solvency deficit reduction contributions for capacity reductions in Québec or Ontario.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
10.1	Letter Agreement entered into on December 18, 2015 between Resolute FP Canada Inc. and the Québec Ministry of Economic Development, Innovation and Export Trade

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: December 23, 2015	By:	/s/ Jacques P. Vachon
		Name: Jacques P. Vachon
		Title:   Senior Vice President and            Chief Legal Officer

INDEX OF EXHIBITS

Exhibit No.	Description
10.1	Letter Agreement entered into on December 18, 2015 between Resolute FP Canada Inc. and the Québec Ministry of Economic Development, Innovation and Export Trade

EX-10.1

EXHIBIT 10.1

  [Unofficial English Translation of French Language Original]

December 15, 2015

Mr. Jocelin Dumas, Deputy Minister

Ministry of Economic Development, Innovation and Export Trade

710 Place D’Youville, 6^th Floor

Québec, Quebec G1R 4Y4

Re: Agreement Concerning the Pulp and Paper Operations of Abitibibow Canada in Quebec dated September 13, 2010 between Resolute FP Canada Inc. (“Resolute FP Canada”) and the Minister of Economic Development, Innovation and Export Trade (the “Government”) (as amended and attached as Schedule A, “Economic Agreement”)

Dear Mr. Dumas:

The purpose of this letter (the “Letter Agreement”) is to agree on the obligations under the Economic Agreement that shall continue to apply to Resolute FP Canada and the Government after December 9, 2015. It takes into account the following:

● the Economic Agreement binding the parties expired on December 9, 2015 and stipulated (Section 2.2) that the parties would re-evaluate, after the initial five-year term, the undertakings set out therein in light of Resolute FP Canada’s situation, the conditions affecting the pulp and paper industry as a whole and the solvency of the pension plans;

● Resolute FP Canada wishes to analyze Bill 57 passed by the National Assembly on November 26, 2015 and its pending regulations in order to determine whether it is appropriate for it to withdraw from the application of the Regulation respecting supplemental pension plans affected by the arrangement regarding AbitibiBowater Inc. under the Companies’ Creditors Arrangement Act (CQLR, c R-15.1, r 6.1) (the “Special Regulation”) currently applicable to several of its pension plans;

● the publication of the regulations related to Bill 57 initially scheduled for before December 31, 2015 could now be delayed until 2016;

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● in view of the foregoing, Resolute FP Canada and the Government wish to agree on the undertakings applicable to Resolute FP Canada during such period of evaluation by Resolute FP Canada of the pending legislative and regulatory provisions.

Consequently, the parties to this Letter Agreement agree to the following:

1. Undertakings. Resolute FP Canada and the Government agree to renew for the term provided for herein all of the undertakings set out in Section 1 of the Economic Agreement, other than (a) the monetary undertakings set out in its Sections 1.3.2 to 1.4.6, which undertakings have been complied with in full during its initial term, and (b) the undertaking set out in Section 1.1.1.

2. Term.  This Letter Agreement shall take effect on December 9, 2015 and shall continue to be in effect as long as the Special Regulation shall be applicable and shall continue to be a source of relief for Resolute FP Canada’s registered pension plans in Quebec. Should Resolute FP Canada withdraw from the application of the Special Regulation with effect on a date preceding such withdrawal, the Letter Agreement and the undertakings of Resolute FP Canada set forth therein would also be deemed to be terminated retroactively.

3. Re-evaluation. Either party may request a re-evaluation of the undertakings set forth in this Letter Agreement if Resolute FP Canada decides not to or finds itself unable to withdraw from the application of the Special Regulation effective on January 1, 2016, with all such re-evaluation to be carried out in light of Resolute FP Canada’s situation, the conditions affecting the pulp and paper industry as a whole and the solvency of the pension plans. This option to request a re-evaluation is confirmed considering that a re-evaluation provided for in Section 2.2. of the Economic Agreement was not carried out prior to the coming into effect of this Letter Agreement.

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4. Other provisions. Sections 3 (Assignment), 4 (Notice) and 5 (General provisions) of the Economic Agreement form part of this Letter Agreement, it being understood that Resolute FP Canada’s address has changed to 111 Duke Street, Suite 5000, Montréal, Quebec, H3C 2M1.

Kindly confirm your acceptance of the terms and conditions of this Letter Agreement by signing in the space indicate.

Sincerely yours,

RESOLUTE FP CANADA INC.

By: /s/ Richard Garneau                

Name: Richard Garneau

Title: President and Chief Executive Officer

By: /s/ Pierre Laberge                    

Name: Pierre Laberge

Title: Senior Vice-President, Human Resources

ACCEPTED

On this 18^th day of December 2015

MINISTRY OF ECONOMIC DEVELOPMENT, INNOVATION AND EXPORT TRADE

By: /s/Jocelin Dumas                    

Name: Jocelin Dumas

Title:    Deputy Minister

[Schedule A - Agreement Concerning the Pulp and Paper Operations of Abitibibow Canada in Quebec - previously filed as Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010]

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