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