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UFS > SEC Filings for UFS > Form 8-K on 26-Nov-2013All Recent SEC Filings

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Form 8-K for DOMTAR CORP


26-Nov-2013

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On November 26, 2013, Domtar Corporation (the "Company") issued $250,000,000 aggregate principal amount of its 6.75% Notes due 2044 (the "Notes"). The Notes were issued pursuant to the Indenture, dated as of November 19, 2007, among the Company, Domtar Paper Company, LLC and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the "Trustee"), as previously supplemented and amended and as further supplemented by the Tenth Supplemental Indenture, dated as of November 26, 2013, among the Company, the subsidiary guarantors named therein and the Trustee, providing for the Notes (the "Tenth Supplemental Indenture").

The Notes were sold pursuant to an effective automatic shelf registration statement on Form S-3 (the "Registration Statement") (File No. 333-191504) which became effective upon filing with the Securities and Exchange Commission on October 1, 2013. The closing of the sale of the Notes occurred on November 26, 2013. The Tenth Supplemental Indenture (including the form of the Notes) is filed as Exhibit 4.1 hereto and is incorporated by reference herein.



Item 8.01 Other Events.

In connection with the issuance and sale of the Notes, the Company entered into the Underwriting Agreement, dated November 20, 2013 (the "Underwriting Agreement"), among the Company, the subsidiary guarantors named therein and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, as representatives of the underwriters named in Schedule 1 thereto. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto.

A copy of (i) the opinion of Debevoise & Plimpton LLP, relating to the validity of the Notes and the subsidiary guarantees, is filed as Exhibit 5.1 hereto,
(ii) the opinion of Quarles & Brady LLP, relating to certain legal matters relating to the subsidiary guarantee of Domtar Wisconsin Dam Corp., is filed as Exhibit 5.2 and (iii) the opinion of Richards, Layton & Finger, P.A., relating to certain legal matters relating to the subsidiary guarantees of Associated Hygienic Products LLC, Attends Healthcare Products, Inc., Domtar AI Inc., Domtar
A.W. LLC, Domtar Delaware Holdings, LLC, Domtar Delaware Investments Inc., Domtar Industries LLC, Domtar Paper Company, LLC, Domtar Personal Care Absorbent Hygiene, Inc., EAM Corporation and E.B. Eddy Paper, Inc., is filed as Exhibit 5.3.



Item 9.01 Financial Statements and Exhibits.

The exhibits to this Current Report on Form 8-K are hereby incorporated by reference into the Registration Statement.

(d) Exhibits.

Exhibit
Number       Exhibit Description

1.1          Underwriting Agreement, dated November 20, 2013, among Domtar
             Corporation, the subsidiary guarantors named therein and J.P. Morgan
             Securities LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co.
             LLC, as representatives of the underwriters named in Schedule 1
             thereto.

4.1          Tenth Supplemental Indenture, dated as of November 26, 2013, among
             Domtar Corporation, the subsidiary guarantors party thereto, and The
             Bank of New York Mellon (formerly known as The Bank of New York), as
             trustee, providing for Domtar Corporation's 6.75% Notes due 2044.



5.1 Opinion of Debevoise & Plimpton LLP

5.2 Opinion of Quarles & Brady LLP

5.3 Opinion of Richards, Layton & Finger, P.A.

23.1 Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1)

23.2 Consent of Quarles & Brady LLP (contained in Exhibit 5.2)

23.3 Consent of Richards, Layton & Finger, P.A. (contained in Exhibit 5.3)


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