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RFP > SEC Filings for RFP > Form 8-K on 7-Nov-2012All Recent SEC Filings

Show all filings for RESOLUTE FOREST PRODUCTS INC.

Form 8-K for RESOLUTE FOREST PRODUCTS INC.


7-Nov-2012

Regulation FD Disclosure


Item 7.01 Regulation FD Disclosure

On November 6, 2012, Resolute Forest Products Inc. (formerly AbitibiBowater Inc., the "Company") distributed 14,758,828 shares of its common stock from disputed claim share reserve established in connection with the Company's and its debtor affiliates' December 2010 emergence from the creditor protection proceedings. The Company distributed shares in two steps:

an aggregate of 4,558,268 shares to the bankruptcy trustee of the estate of Bowater Canada Finance Corporation, pursuant to the previously disclosed September 21, 2012, settlement agreement concerning certain claims related to the 7.95% notes due November 15, 2011, issued by Bowater Canada Finance Corporation; and

an aggregate of 10,200,560 shares in an interim distribution to the holders of allowed and accepted unsecured creditor claims entitled to additional distributions under the plans of reorganization, as of the applicable distribution record dates under the plans of reorganization.

Following this distribution, there remain approximately $271 million of disputed unsecured claims under the plans of reorganization, on account of which 4,015,994 shares remain in the disputed claim share reserve. In accordance with the terms of the plans of reorganization, further supplemental interim distributions of the shares held in reserve will be made by the Company to unsecured creditors as claims are resolved.

Distributions from the disputed claim share reserve are not dilutive, as the shares in the reserve have been deemed outstanding since emergence.

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, and the Companies' Creditors Arrangement Act (Canada), as applicable, 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.


Summary of Upcoming Distribution by Debtor



                                                Value of Allowed
                                                Claims Receiving                                                                                                         Number of Shares per
                                                  Distribution                                                                                                             $1,000 of Allowed
                                               as of Nov. 6, 2012            Shares in Reserve             Shares Distributed           Total Shares Available                Claim as of
Chapter 11 Debtor                                    ($000)                  as of Nov. 6, 2012            as of Nov. 6, 2012              for Distribution                  Nov. 6, 2012
AbitibiBowater Inc.                           $            393,986                           237                       141,062                          141,299                       0.358038
Abitibi-Consolidated Corporation                            42,835                        19,830                       169,597                          189,427                       3.959286
Abitibi-Consolidated Finance LP                              7,979                            -                        264,827                          264,827                      33.191033
Abitibi Consolidated Sales Corporation                      29,563                        15,561                       576,734                          592,295                      19.508488
Alabama River Newsprint Company                              2,194                           208                           513                              721                       0.233772
Augusta Woodlands, LLC                                          -                             26                            -                                26                            N/A
Bowater Alabama LLC                                         13,139                        21,006                       239,985                          260,991                      18.264506
Bowater America Inc.                                         4,353                       246,289                        51,201                          297,490                      11.762645
Bowater Incorporated                                     2,742,910                     1,632,068                    48,328,264                       49,960,332                      17.619338
Bowater Newsprint South LLC                                     21                            -                            141                              141                       6.619386
Bowater Newsprint South Operations LLC                       7,291                         3,299                        52,096                           55,395                       7.145643
Bowater Nuway Inc.                                              52                           706                         1,301                            2,007                      24.949746
Bowater Nuway Mid-States Inc.                                  190                            11                         3,963                            3,974                      20.828922
Coosa Pines Golf Club Holdings LLC                              -                          1,521                            -                             1,521                            N/A
Donohue Corp.                                                   91                        10,530                         3,657                           14,187                      39.989026
Lake Superior Forest Products Inc.                              -                             67                            -                                67                            N/A

                                              $          3,244,606                     1,951,358                    49,833,341                       51,784,699

                                                Value of allowed
                                                claims receiving                                                                                                         Number of shares per
                                                 distributions                   Remaining                 Cumulative shares            Total shares available             $1,000 of allowed
                                               as of Nov. 6, 2012              Reserve Shares              distributed as of            for distribution under                claim as of
CCAA affected unsecured creditor class            ($1,000 CAD)               as of Nov. 6, 2012               Nov. 6, 2012                     the plan                      Nov. 6, 2012
ACI Affected Unsecured Creditor Class         $          3,494,576                        63,917                     4,321,524                        4,385,441                       1.236638
ACCC Affected Unsecured Creditor Class                   3,558,869                       481,804                    19,954,284                       20,436,088                       5.606918
Saguenay Forest Products Affected
Unsecured Creditor Class                                     7,723                           256                         5,691                            5,947                       0.736870
BCFPI Affected Unsecured Creditor
Class                                                      415,536                       827,901                     5,866,043                        6,693,944                      14.116824
AbitibiBowater Canada Affected
Unsecured Creditor Class                                        -                              2                            -                                 2                            N/A
Bowater Maritimes Affected Unsecured
Creditor Class                                               2,432                        38,704                         6,102                           44,806                       2.508730
ACNSI Affected Unsecured Creditor
Class                                                           -                         46,882                            -                            46,882                            N/A
Office Products Affected Unsecured
Creditor Class                                                 431                            -                          1,955                            1,955                       4.538396
Recycling Affected Unsecured Creditor
Class                                                          196                            -                            277                              277                       1.412454

                                              $          7,479,763                     1,459,466                    30,155,876                       31,615,342

These tables do not include:

the allowed amounts of the 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 and 4,439,680 shares of common stock under the CCAA plan of reorganization;

the allowed amounts of claims relating to certain pre-petition supplemental executive retirement plans, for which the Company reserved an additional 1,051,772 shares of common stock under the chapter 11 plan of reorganization and 225,853 shares of common stock under the CCAA plan of reorganization; and

233,714 shares allocated and previously distributed to the estate trustee of Bowater Canada Finance Corporation as a result of that entity's exclusion from the plans of reorganization and subsequent assignment for the benefit of its creditors under the Bankruptcy and Insolvency Act (Canada).


Summary of Upcoming Distribution by Public Bond



                                                                           Shares of RFP
                                                                            common stock
                                                                        (CUSIP 76117 W 109)
                                                                                            Cumulative shares     Stock per
                                                                      Aggregate principal   distributed as of     $1,000 of
Issue description                        Cusip      Trustee or TA           amount            Nov. 6, 2012        principal
7.4% Debentures due 2018               003924AB3   Computershare              100,000,000             864,707        8.647070
                                                   (Montreal)
7.5% Debentures due 2028               003924AC1   Computershare              250,000,000           2,162,899        8.651596
                                                   (Montreal)
10.50% Senior Notes (Series B)         102214AB9   Computershare               20,400,000             362,129       17.751422
                                                   (Montreal)
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           4,457,377       17.966629
9.375% Debentures                      102183AEO   HSBC                       200,000,000           3,627,225       18.136125
9.50% Debentures                       102183AG5   HSBC                       125,000,000           2,308,414       18.467312
6.50 % Notes                           102183AK6   HSBC                       400,000,000           7,196,825       17.992063
Floating Rate Notes (2010)             102183AL4   HSBC                       234,420,000           4,149,945       17.703033
7.75% Revenue Bonds                    56041HAA3   HSBC                        62,000,000           1,096,973       17.693113
7.625% Revenue Bonds                   582359AC9   HSBC                        30,000,000             533,372       17.779067
7.40 % Revenue Bonds (2022)            582361AA9   HSBC                        39,500,000             715,960       18.125570
7.40 % Revenue Bonds (2010)            986476AR0   HSBC                         3,250,000              58,541       18.012615
8.0% Convertible Notes                 003687AA8   Law Debenture              387,304,167           6,969,334       17.994472
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          10,932,219       18.220365

Concerning the 7.95% notes issued by Bowater Canada Finance Corporation (CUSIP 102175AB2), this table reflects only distributions on account of the claim against Resolute US FP Inc. (f/k/a Bowater Incorporated, or "Bowater") under its guarantee of those notes (the "guarantee claim"). The table does not reflect any distribution on account of the claim filed against Bowater by the bankruptcy trustee of the estate of Bowater Canada Finance Corporation under section 135 of the Companies Act (Nova Scotia) (the "wind-up claim"). The 4,558,268 shares distributed to the bankruptcy trustee of the estate of Bowater Canada Finance Corporation, as described above, are in respect of the wind-up claim.


The information contained in this current report is furnished pursuant to Item 7.01 of Form 8-K 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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