Obligation DomTara 9.5% ( US257559AD63 ) en USD

DomTara

100 % ⇌

Etas-Unis

US257559AD63 ( en USD )

9.5% par an ( paiement semestriel )

01/08/2016 - Obligation échue

Prospectus brochure de l'obligation Domtar US257559AD63 en USD 9.5%, échue

1 000 USD

124 125 000 USD

257559AD6

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

Domtar est une société nord-américaine intégrée de pâte, de papier et de produits de cellulose, produisant du papier de bureau, du papier d'impression et d'écriture, de la pâte de bois et des produits de cellulose spécialisés.

L'Obligation émise par DomTara ( Etas-Unis ) , en USD, avec le code ISIN US257559AD63, paye un coupon de 9.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/08/2016

L'Obligation émise par DomTara ( Etas-Unis ) , en USD, avec le code ISIN US257559AD63, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par DomTara ( Etas-Unis ) , en USD, avec le code ISIN US257559AD63, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Amendment No. 1 to Form S-4
Page 1 of 747
S-4/A 1 ds4a.htm AMENDMENT NO. 1 TO FORM S-4
Table of Contents
As filed with the Securities and Exchange Commission on October 16, 2007
Registration No. 333-146322
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DOMTAR CORPORATION
(Exact name of registrant as specified in its charter)

Delaware

2621
20-5901152
(State or other jurisdiction of incorporation or
(Primary Standard Industrial Classification
(I.R.S. Employer
organization)

Code Number)
Identification Number)
Domtar Corporation
395 de Maisonneuve Blvd. West
Montreal, QC
Canada H3A 1L6
(514) 848-5555
(Address, including ZIP Code, and telephone number, including area code, of registrant's principal executive offices)
Domtar Paper Company, LLC
(Exact name of co- registrant as specified in its charter)

Delaware

2621
20-5915351
(State or other jurisdiction of incorporation or
(Primary Standard Industrial Classification
(I.R.S. Employer
organization)

Code Number)
Identification Number)
100 Kingsley Park Drive
Fort Mill, South Carolina 29715-6476
(803) 802-7500
(Address, including ZIP Code, and telephone number, including area code, of co-registrant's principal executive offices)

Gilles Pharand
Senior Vice-President, Law and Corporate Affairs
395 de Maisonneuve Blvd. West
Montreal, QC
Canada H3A 1L6
(514) 848-5555
(Name, address, including ZIP Code, and telephone number, including area code, of agent for service)

With a copy to:

Alan H. Paley
Walter A. Looney
Debevoise & Plimpton LLP
Simpson Thacher & Bartlett LLP
919 Third Avenue
425 Lexington Avenue
New York, New York 10022
New York, New York 10017
(212) 909-6694
(212) 455-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this
Registration Statement becomes effective.

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Amendment No. 1 to Form S-4
Page 2 of 747
If the securities being registered on this Form are being offered in connection with the formation of a holding
company and there is compliance with General Instruction G, check the following box.
If this Form is filed to register additional securities of an offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering.

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Amendment No. 1 to Form S-4
Page 3 of 747
Table of Contents
Explanatory note
This registration statement relates to concurrent but separate offerings by Domtar Corporation, a Delaware
corporation, of its debt securities and contains two forms of prospectuses. One form of prospectus will be
used in connection with exchange offers and related consent solicitations to be made by Domtar Corporation
for the outstanding U.S. dollar denominated debt securities of Domtar Inc., a subsidiary of Domtar
Corporation organized under the laws of Canada. The U.S. dollar denominated debt securities of Domtar Inc.
are primarily held by residents of the United States. The second form of prospectus will be used in connection
with the solicitation of proxies by Domtar Inc. from holders of its outstanding Canadian dollar denominated
debentures, primarily held by residents of Canada, for use at a meeting of holders of each series of such
debentures, at which Domtar Inc. will seek the approval of such holders to amend the indenture pursuant to
which such series of debentures were issued to provide Domtar Corporation with the right to acquire, at any
time, all outstanding debentures of such series in consideration for the issuance of an equal principal amount
of newly issued Domtar Corporation notes.

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Amendment No. 1 to Form S-4
Page 4 of 747
Table of Contents
Prospectus and consent solicitation statement
DOMTAR CORPORATION
Offers to Exchange Debt Securities Issued by Domtar Inc.
and
Solicitation of Consents to Amend the Related Indentures

Description of Domtar Inc. Debt
Outstanding Principal Amount
Securities
CUSIP No.

$600,000,000
7.875% Notes due 2011
257561AU4
$350,000,000
5.375% Notes due 2013
257561AV2
$400,000,000
7 1/8% Notes due 2015
257561AW0
$125,000,000
9 1/2% Debentures due 2016
257561AT7

Each exchange offer will expire at 12 midnight, New York City time, on November 14, 2007, unless
extended or earlier terminated (such date and time, as they may be extended, the "expiration date"). In
order to be eligible to receive the early consent payment, holders of the Domtar Inc. debt securities must
validly tender and not withdraw their Domtar Inc. debt securities on or prior to 5:00 p.m., New York City
time, on October 30, 2007, unless, with respect to a particular series of Domtar Inc. debt securities,
extended by us with respect to the exchange offer for such series (such date and time, as they may be
extended the "early consent date").
The exchange offers
We are offering to holders of Domtar Inc.'s outstanding U.S. dollar denominated 7.875% Notes due 2011, 5.375%
Notes due 2013, 7 1/8% Notes due 2015 and 9 1/2% Debentures due 2016, which we refer to collectively as the
Domtar Inc. U.S. notes, an opportunity to exchange their Domtar Inc. U.S. notes for an equal principal amount of
Domtar Corporation's newly issued notes of the corresponding series, bearing interest at the same rate and
maturing on the same date as the Domtar Inc. U.S. notes tendered in exchange, which we refer to collectively as
the Domtar Corp. notes. The Domtar Corp. notes have been approved for listing on the New York Stock
Exchange.
We will pay to holders who validly tender and do not validly withdraw their Domtar Inc. U.S. notes on or prior to
the applicable early consent date an early consent payment in cash of $2.50 for each $1,000 principal amount of
Domtar Inc. U.S. notes tendered. Holders who validly tender their Domtar Inc. U.S. notes after the applicable
early consent date will not receive the early consent payment. In addition, holders whose Domtar Inc. U.S. notes
are accepted for exchange will receive a cash payment representing accrued and unpaid interest to, but not
including, the settlement date.
Domtar Inc. is concurrently soliciting proxies from holders of its outstanding Canadian dollar denominated 10%
Debentures due 2011 and 10.85% Debentures due 2017, which we refer to together as the Domtar Inc. Canadian
debentures and collectively with the Domtar Inc. U.S. notes as the Domtar Inc. debt securities, for use at a
meeting of holders of each series of such debentures, at which Domtar Inc. will seek the approval of such holders
to amend the indenture pursuant to which such series of debentures were issued (together, the "Domtar Inc.
Canadian Indentures") to provide Domtar Corporation with the right to acquire, at any time, all outstanding
debentures of such series in consideration for the issuance of an equal principal amount of Domtar Corporation's
newly issued debt securities of the corresponding series, bearing interest at the same rate and maturing on the
same date as the Domtar Inc. Canadian debentures which are acquired. We refer to this as the Canadian proxy
solicitations. We refer to such Domtar Corporation securities, together with the Domtar Corp. notes, as the
Domtar Corp. debt securities. If such amendment is approved by the holders of a series of Domtar Inc. Canadian
debentures, Domtar Corporation intends to acquire all of the outstanding Domtar Inc. Canadian debentures of
such series in exchange for newly issued Domtar Corporation securities concurrently with the consummation of
the exchange offers for the Domtar Inc. U.S. notes.
(Continued on following page)
As you review this prospectus and consent solicitation statement, you should carefully consider the
matters described in " Risk factors" beginning on page 26.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved
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Amendment No. 1 to Form S-4
Page 5 of 747
these securities, or determined if this prospectus and consent solicitation statement is truthful or complete. Any
representation to the contrary is a criminal offense.
None of Domtar Corporation, Domtar Inc., Domtar Paper Company, LLC, the exchange and information agent,
the trustee under the Domtar Corporation indenture, the trustee under the Domtar Inc. U.S. Indentures or the
dealer managers and solicitation agents makes any recommendation as to whether or not holders of Domtar Inc.
U.S. notes should exchange their securities in the exchange offers or consent to the proposed amendments to the
Domtar Inc. U.S. Indentures.
The dealer managers for the exchange offers and solicitation agents for the consent solicitations are:

JPMorgan
Deutsche Bank Securities
The date of this prospectus and consent solicitation statement is October 17, 2007.

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Amendment No. 1 to Form S-4
Page 6 of 747
Table of Contents

The consent solicitations
In conjunction with the exchange offers, we are soliciting consents from holders of each series of Domtar Inc. U.S.
notes to certain proposed amendments to, as applicable, (a) the Indenture, dated as of November 18, 2003 (the
"2003 Indenture"), between Domtar Inc. and The Bank of New York, a New York banking corporation ("The Bank
of New York"), as successor trustee, relating to Domtar Inc.'s 7 1/8% notes due 2015 and 5.375% notes due
2013, (b) the Indenture, dated as of October 16, 2001 (the "2001 Indenture"), between Domtar Inc. and The Bank
of New York, as successor trustee, relating to Domtar Inc.'s 7.875% Notes due 2011 and (c) the Indenture, dated
as of July 31, 1996 (the "1996 Indenture" and, collectively with the 2003 Indenture and the 2001 Indenture, the
"Domtar Inc. U.S. Indentures"), between Domtar Inc. and The Bank of New York, as trustee, relating to Domtar
Inc.'s 9 1/2% Debentures due 2016. The proposed amendments, among other things, will (i) eliminate or modify
certain restrictive covenants, (ii) permit the transfer by Domtar Inc. of all or substantially all of the shares of the
capital stock or equity interests of its U.S. subsidiaries to Domtar Corporation or one of its subsidiaries,
(iii) eliminate the obligation of Domtar Inc. to file reports with the Securities Exchange Commission or otherwise
provide reports to holders of Domtar Inc. U.S. notes absent a requirement to file such reports under applicable
law (the "contractual reporting obligation") and (iv) eliminate certain events of default. The proposed amendments
constitute a single proposal and a consenting holder must consent to the proposed amendments applicable to the
related Domtar Inc. U.S. notes as an entirety and may not consent selectively with respect to certain of the
proposed amendments. The proposed amendments require the approval of the holders of a majority in aggregate
principal amount of the applicable series of Domtar Inc. U.S. notes (the "requisite consents").
If the requisite consents are received with respect to a series of Domtar Inc. U.S. notes, Domtar Inc. and the
applicable trustee will enter into a supplemental indenture with respect to such series of Domtar Inc. U.S. notes
that will, subject to the successful completion of the exchange offer for such series of Domtar Inc. U.S. notes,
effectuate the proposed amendments as to such series of Domtar Inc. U.S. notes.
As a holder of Domtar Inc. U.S. notes, you may give your consent to the proposed amendments to the applicable
Domtar Inc. U.S. Indenture only by tendering your notes in the exchange offer. By so tendering, you will be
deemed to consent to the proposed amendments to the applicable Domtar Inc. U.S. Indenture.
Conditions and other information
Each exchange offer made pursuant to this prospectus and consent solicitation statement is subject to certain
conditions, including, among others, the condition that there shall have been validly tendered and not withdrawn
pursuant to the exchange offers an aggregate principal amount of Domtar Inc. U.S. notes that, together with the
U.S. dollar equivalent of the aggregate principal amount of Domtar Inc. Canadian debentures that Domtar Corp.
has the right to acquire as a result of the Canadian proxy solicitations, is at least equal to 75% of the sum of the
aggregate outstanding principal amount of the Domtar Inc. U.S. notes and the U.S. dollar equivalent of the
aggregate outstanding principal amount of the Domtar Inc. Canadian debentures (the "minimum amount
condition"). We retain the discretion to waive this and any other conditions to the exchange offers. See "The
exchange offers--Conditions to the exchange offers and consent solicitations.".
Domtar Inc. U.S. notes tendered before the applicable early consent date and the related consents may be
withdrawn at any time on or prior to 5:00 p.m., New York City time, on the applicable early consent date. After the
applicable early consent date, Domtar Inc. U.S. notes tendered before or after such date may not be withdrawn,
even if we extend the expiration date.
If you would like to tender your Domtar Inc. U.S. notes in the exchange offers, you may do so through the
Depository Trust Company's ("DTC") Automated Tender Offer Program ("ATOP") or by following the instructions
that appear later in this prospectus and consent solicitation statement and in the related Letter of Transmittal and
Consent. If you tender through ATOP, you do not need to complete the Letter of Transmittal and Consent. If you
hold your Domtar Inc. U.S. notes through a broker or other nominee, only that broker or nominee can tender your
Domtar Inc. U.S. notes. In that case, you must instruct your broker or nominee if you want to tender your Domtar
Inc. U.S. notes.
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Amendment No. 1 to Form S-4
Page 7 of 747
Table of Contents
Table of contents

Page

Page
About this prospectus and consent
Management's discussion and analysis of
solicitation statement

ii
financial condition and results of
Notice to Canadian investors
operations of Domtar Inc. for the period

ii
ended June 30, 2007 and for the year
Helpful information

iii
ended December 31, 2006

141
Industry data information

iv
Business of the Company

204
Forward-looking statements

v
Business of the Predecessor Company

225
Summary

1
Business of Domtar Inc.

234
Note regarding the Predecessor Company

19
Description of other indebtedness

247
Summary selected financial and pro forma
Board of directors and management of the
data

20
Company

249
Risk factors

26
Ownership of Company common stock

259
The exchange offers

50
The Company's relationship with
The consent solicitations

62
Weyerhaeuser after the distribution

261
Use of proceeds

69
Certain relationships and related transactions
267
Capitalization

70
Description of the Domtar Corp. notes

268
Unaudited pro forma condensed combined
Description of differences between the
financial information of the Company

72
Domtar Inc. U.S. notes and Domtar Corp.
Selected historical financial data of the
notes

294
Company

80
Certain material United States federal income
Ratio of earnings to fixed charges
tax consequences

82

310
Management's discussion and analysis of
Certain benefit plan investor considerations

318
financial condition and results of
Legal matters

320
operations of the Company for the period
Experts

320
ended July 1, 2007

83
Independent registered public accounting
Management's discussion and analysis of
firms

320
financial condition and results of
operations of the Predecessor Company
Where you can find additional information

321
for the year ended December 31, 2006

118
Selected historical financial data of Domtar
Inc.

138

The Company's Head Office and Domtar Inc.'s principal executive office is located at 395 de Maisonneuve Blvd.
West, Montreal, Québec, Canada H3A 1L6 and their telephone number is (514) 848-5555. Domtar Paper
Company, LLC's principal executive office is located at 100 Kingsley Park Drive, Fort Mill, South Carolina 29715-
6476 and its telephone number is (803) 802-7500. The Company's website is www.domtar.com. The information
contained on the Company's website is not, and should in no way be construed as, a part of this prospectus and
consent solicitation statement.

i
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Amendment No. 1 to Form S-4
Page 8 of 747
Table of Contents
About this prospectus and consent solicitation statement
This prospectus and consent solicitation statement is part of a registration statement on Form S-4 that we have
filed with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as
amended (the "Securities Act"). We are submitting this prospectus and consent solicitation statement to holders of
Domtar Inc. U.S. notes so they can consider exchanging their Domtar Inc. U.S. notes for Domtar Corporation
notes. We may add, update or change information contained in this prospectus and consent solicitation statement
through one or more supplements to this prospectus and consent solicitation statement. Any statement that we
make in this prospectus and consent solicitation statement will be modified or superseded by any inconsistent
statement we make in a supplement. You should read both this prospectus and consent solicitation statement and
any supplements together with the additional information described under the heading "Where you can find
additional information."
No person has been authorized to give any information or to make any representations other than those
contained in this prospectus and consent solicitation statement or any supplements hereto and, if given or made,
such information or representations must not be relied upon as having been authorized by Domtar Corporation or
any dealer manager or solicitation agent or any of their agents. Neither the delivery of this prospectus and
consent solicitation statement nor any sale made hereunder shall under any circumstances create any implication
that there has been no change in the affairs of Domtar Corporation since the date hereof or that the information
contained herein is correct as of any time subsequent to the date of such information.
We are not making the exchange offers to, and we will not accept surrenders for exchange from, holders of
Domtar Inc. U.S. notes in any jurisdiction in which the exchange offers or the acceptance of the exchange offers
would violate the securities or other laws of that jurisdiction.
Notice to Canadian investors
The Domtar Corporation notes have not been and will not be qualified for sale under the securities laws of any
province or territory of Canada and may not be offered, sold or resold, directly or indirectly, in Canada or to any
resident of Canada, except in certain circumstances exempt from the registration and prospectus requirements of
the applicable securities laws of Canada.

ii
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Amendment No. 1 to Form S-4
Page 9 of 747
Table of Contents
Helpful information
In this Prospectus and Consent Solicitation Statement:

· "Acquisition Closing Date" means March 7, 2007, the date of the closing of the Acquisition Transactions;

· "Acquisition Transactions" means the series of transactions whereby the Weyerhaeuser Fine Paper Business
was transferred to the Company and the Company acquired Domtar Inc., including the Contribution, the
Distribution and the Arrangement;
· "Arrangement" means the arrangement in accordance with Section 192 of the Canada Business Corporation
Act that resulted in the Company indirectly owning all of the outstanding Domtar Inc. common shares;
· "Canadian Dealer Managers" means Scotia Capital Inc. and Scotia Capital (USA) Inc. as Dealer Managers for
the Canadian proxy solicitations;
· "Canadian GAAP" means accounting principles generally accepted in Canada;

· "CDN$" means Canadian dollar;

· "Code" means the Internal Revenue Code of 1986, as amended;

· "Contribution" means the transfer by Weyerhaeuser of the Weyerhaeuser Fine Paper Business to the Company
in exchange for a number of shares of Company common stock and $1.35 billion in cash;

· "Credit Agreement" means the Credit Agreement, dated as of the Acquisition Closing Date, among the
Company, Domtar Paper Company, LLC and Domtar Inc., as borrowers, J.P. Morgan Chase Bank, N.A., as
administrative agent, Morgan Stanley Senior Funding, Inc., as syndication agent, Bank of America, N.A., Royal
Bank of Canada and The Bank of Nova Scotia, as co-documentation agents, and the lenders from time to time
parties thereto;
· "Dealer Managers" means the U.S. Dealer Managers and the Canadian Dealer Managers;
· "Distribution" means the distribution by Weyerhaeuser of its shares of Company common stock to the holders of
Weyerhaeuser common shares and Weyerhaeuser exchangeable shares pursuant to an exchange offer;
· "Domtar (Canada) Paper Inc." means Domtar (Canada) Paper Inc., a British Columbia corporation and a
subsidiary of the Company;
· "Domtar Corporation", "Domtar Corp.", "Domtar", "Company", "we", "us" and "our" or similar terms means
Domtar Corporation, a Delaware corporation, and, unless otherwise indicated or the context otherwise requires,
its subsidiaries;

· "Domtar Inc." means Domtar Inc., a Canadian corporation, and, unless otherwise indicated or the context
otherwise requires, its subsidiaries;

· "Domtar Paper Company, LLC" means Domtar Paper Company, LLC, a Delaware limited liability company and
a wholly-owned subsidiary of the Company and the guarantor of the Domtar Corp. debt securities offered
hereby;

iii
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Amendment No. 1 to Form S-4
Page 10 of 747
Table of Contents
· "Exchange Act" means the Securities Exchange Act of 1934, as amended;

· "Predecessor Company" means the predecessor of the Company for accounting and financial disclosure
purposes, which is the Company, prior to the Acquisition Closing Date, as if it owned the Weyerhaeuser Fine
Paper Business, but not Domtar Inc. Because prior to the Acquisition Closing Date the Company was a shell
company with no operations and substantially no assets, the operations and financial results of the
Predecessor Company presented in this prospectus and consent solicitation statement are those of the
Weyerhaeuser Fine Paper Business;

· "pro forma basis" means on a pro forma basis after giving effect to the Acquisition Transactions;

· "tons" means short tons when used with respect to fine paper and metric tons when used with respect to pulp;
· "Transfer" means the sale, in one or more transactions, by Domtar Inc. of up to 100% of the shares of the
capital stock or equity interests of its U.S. subsidiaries to Domtar Corp. or one of its subsidiaries for the fair
market value of such shares or interests, as determined by the board of directors of Domtar Inc., in return for
consideration consisting of Domtar Inc. debt securities or a note of Domtar Corp. or any combination thereof;

· "unit shipments" means short tons when used with respect to fine paper and metric tons when used with
respect to pulp;

· "U.S." means United States;

· "U.S. Dealer Managers" means J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. as Dealer
Managers for the exchange offers and Solicitation Agents for the consent solicitations;

· "U.S. GAAP" means accounting principles generally accepted in the United States;

· "Weyerhaeuser" means Weyerhaeuser Company and, unless the context otherwise requires, its subsidiaries;
· "Weyerhaeuser Fine Paper Business" means the fine paper and related businesses that were transferred by
Weyerhaeuser to the Company as part of the Contribution; and

· "$" or "dollar" means U.S. dollar.
Unless otherwise indicated herein, all amounts listed in Canadian dollars herein are converted into U.S. dollars at
a rate of CDN $1.0634, the noon buying rate of the Federal Reserve Bank of New York on June 30, 2007.
Industry data information
Unless otherwise specifically indicated, all statements regarding sales and market data for the Company, the
Weyerhaeuser Fine Paper Business and Domtar Inc. are based solely on statistical data obtained from
independent market research firms that make this data available to the public at prescribed rates. The Company
has not independently verified this information.
Except where otherwise noted, information with respect to "capacity" or "production capacity" assumes production
24 hours per day, 365 days per year, less days allotted for certain planned maintenance and other downtime. The
method used for calculating days for maintenance and downtime may vary from company to company.

iv
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