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Sylvamo - Cash Tender and Consent Solicitation - Launch

Sylvamo Announces Cash Tender Offer and Consent Solicitation for Any and All of Its Outstanding 7.000% Senior Notes Due 2029


22 FEBRUARY 2023


Full announcement available via Businesswire


MEMPHIS, Tenn.--(BUSINESS WIRE)--Sylvamo Corporation (NYSE: SLVM) (“we,” “us,” “our” or the “Company”) today announced that it has commenced a tender offer (the “Tender Offer”) to purchase for cash any and all of the Company’s outstanding 7.000% Senior Notes due 2029 (the “Notes”).

In connection with the Tender Offer, the Company is also soliciting consents (the “Consents”) from registered holders (each, a “Holder” and, collectively, the “Holders”) of the Notes (the “Consent Solicitation”) to proposed amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”) to eliminate substantially all restrictive covenants and certain events of default applicable to the Notes, and modify certain notice requirements for redemption of the Notes by the Company and certain other provisions contained in the Indenture.


The Company is seeking to concurrently (i) amend its existing credit agreement to, among other things, permit the repurchase of all outstanding Notes and (ii) obtain a new senior secured term loan facility in an aggregate principal amount of $300 million, subject to market and other conditions ((i) and (ii) together, the “Financing Transaction”). The Company expects to use the net proceeds from the Financing Transaction, together with cash on hand and, if necessary, proceeds from its accounts receivable finance facility and/or borrowings under its existing revolving credit facility, to pay the applicable consideration (as described below) for all tendered Notes, plus accrued interest and all related fees and expenses. The Financing Transaction is not conditioned upon the completion of the Tender Offer.


The terms and conditions of the Tender Offer and the Consent Solicitation are described in an Offer to Purchase and Consent Solicitation Statement, dated February 22, 2023 (the “Offer to Purchase and Consent Solicitation Statement”). The following table summarizes the material pricing terms of the Tender Offer.



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