Resolute to Be Acquired by Paper Excellence Group in $2.7 Billion Deal

Paul, Weiss is advising Resolute Forest Products Inc., a global forest products company, in its acquisition by The Paper Excellence Group through the Group's wholly-owned subsidiary, Domtar Corporation. Domtar is a leading provider of fiber-based products including communication, specialty and packaging papers, market pulp and airlaid nonwovens. The Paper Excellence Group is a privately held holding company that oversees individual pulp and paper business units. The transaction is expected to close in the first half of 2023, subject to regulatory approvals and customary closing conditions.

Under the terms of the agreement, the cash portion of the merger represents an enterprise value of approximately $2.7 billion. The transaction provides for the conversion of each share of Resolute common stock into the right to receive $20.50 per share, together with a Contingent Value Right (CVR) entitling the holder to a share of future refunds on approximately $500 million of deposits on estimated softwood lumber duties paid by Resolute through June 30, 2022. Resolute will become a wholly-owned subsidiary of Domtar, under the auspices of the Group, and continue to operate on a business-as-usual basis under the Resolute name.

The Paul, Weiss team includes corporate partners Steven Williams, Christopher Cummings and Lawrence Wee, and counsel Jason Tyler; litigation partners Joshua Soven, Andre Bouchard and Jaren Janghorbani, and counsel Steven Herzog and Peter Jaffe; executive compensation partner Lawrence Witdorchic; intellectual property partner Claudine Meredith-Goujon; tax partner Brian Krause and counsel Anne McGinnis; real estate partner Peter Fisch; environmental counsel William O'Brien; antitrust counsel Marta Kelly; and restructuring counsel Claudia Tobler.