Sylvamo opens consent solicitation, tender offer for 7% notes due 2029

By William Gullotti

Buffalo, N.Y., Feb. 22 – Sylvamo Corp. began a cash tender offer to purchase any and all of its outstanding 7% senior notes due 2029 (Cusips: U7858LAA6, 87133LAA8) and launched a concurrent related consent solicitation on Wednesday, according to a press release.

Tender offer

The $450 million Regulation S and Rule 144A notes were issued Sept. 3, 2021.

For each $1,000 principal amount of the notes, the company is offering a total consideration of $1,000, which includes an early participation premium of $30 that will be paid only to holders who tender by the early deadline, 5 p.m. ET on March 7.

The early tender deadline is also the withdrawal deadline.

Early settlement is expected March 9.

The offer will expire at 11:59 p.m. ET on March 21, with final settlement expected March 23.

Holders will also receive accrued interest to but excluding the settlement date.

The tender offer is not conditioned upon any minimum amount of notes tendered or the receipt of required consents under the concurrent solicitation.

Consent solicitation

The consent solicitation seeks holder approval to amend, among other things, the company’s existing credit agreement to permit the repurchasing of the notes and to obtain a new $300 million senior secured term loan facility.

The consent solicitation further seeks holder approval for proposed amendments to the notes’ indenture which will eliminate substantially all restrictive covenants and some events of default applicable to the notes, as well as modify some notice requirements for redemption and other provisions contained in the indenture.

Sylvamo expects to use the net proceeds from the financing transaction, together with cash on hand and, if necessary, proceeds from other credit facilities to pay the total consideration for the tender offer. The financing transaction is not conditioned upon the completion of the tender offer.

Holders may not tender their notes in the tender offer without delivering their consents under the consent solicitation and may not deliver their consents without tendering their notes.

Any notes validly tendered, and related consents validly delivered, after the early tender deadline may not be withdrawn or revoked.

Global Bondholder Services Corp. (855 654-2014, 212 430-3774 or contact@gbsc-usa.com) is the tender and information agent.

BofA Securities, Inc. (900 388-3646 or 888 292-0700) is the dealer manager and solicitation agent.

Sylvamo is a Memphis-based printing papers company.

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