Obligation DomTara 10.75% ( US257559AG94 ) en USD

DomTara

100 % ⇌

Etas-Unis

US257559AG94 ( en USD )

10.75% par an ( paiement semestriel )

01/06/2017 - Obligation échue

Prospectus brochure de l'obligation Domtar US257559AG94 en USD 10.75%, échue

1 000 USD

400 000 000 USD

257559AG9

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 US257559AG94, paye un coupon de 10.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2017

L'Obligation émise par DomTara ( Etas-Unis ) , en USD, avec le code ISIN US257559AG94, 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 US257559AG94, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus
Page 1 of 76
424B4 1 d424b4.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(4)
Registration Statement No. 333-159690
CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Title of Each Class
Aggregate
Registration
of Securities to be Offered

Offering Price
Fee(1)
10.75% Senior Notes due 2017

$400,000,000
$ 22,320
Guarantees of 10.75% Senior Notes due 2017

--
None(2)
(1) The registration fee of $22,320 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as
amended (the "Securities Act"). Payment of the registration fee at the time of filing of the registrants'
registration statement on Form S-3 filed with the Securities and Exchange Commission on June 3, 2009
(Registration Statement No. 333-159690), was deferred pursuant to Rules 456(b) and 457(r) of the Securities
Act, and is paid herewith. The "Calculation of Registration Fee" table shall be deemed to update the
"Calculation of Registration Fee" table in such registration statement.
(2) Pursuant to Rule 457(n) promulgated under the Securities Act, no separate fee is required for the
guarantees.
file://\\23filesrv01\ljs\Tamara\Domtar Corp, 10.75% Sr Nts due 2017.htm
6/15/2009

Final Prospectus
Page 2 of 76
Table of Contents
Prospectus

Domtar Corporation
$400,000,000
10.75% Senior Notes due 2017
Interest payable June 1 and December 1
Domtar Corporation is offering $400,000,000 aggregate principal amount of 10.75% senior notes due 2017 (the
"notes"). We will pay interest on the notes on June 1 and December 1 of each year, beginning on December 1,
2009. The notes will mature on June 1, 2017.
We may not redeem the notes at any time prior to maturity, except pursuant to a make-whole provision described
under "Description of the notes--Optional redemption."
The notes will be our general unsecured senior obligations and will rank equally with all of our other unsecured
and unsubordinated obligations. The notes will be effectively subordinated to our existing and future secured debt,
including our indebtedness under the Credit Agreement, as defined below under "Helpful information," to the
extent of the value of the assets securing such debt. The notes will be fully and unconditionally guaranteed on an
unsecured, senior basis by our direct and indirect, existing and future, U.S. wholly-owned subsidiaries which
guarantee our indebtedness under the Credit Agreement, subject to certain exceptions. Any U.S. subsidiary
(other than U.S. subsidiaries of our non-U.S. subsidiaries) that in the future guarantees our indebtedness or
guarantees the indebtedness of any of our subsidiaries under the Credit Agreement, or any of our other
indebtedness, will also fully and unconditionally, jointly and severally, guarantee the notes. See "Description of the
notes--Subsidiary guarantors."
If we experience certain change of control events, unless we have exercised our right to redeem all of the notes,
each holder will have the right to require us to repurchase all or any part of such holder's notes at a purchase
price in cash equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to, but
excluding, the date of purchase, as described under "Description of the notes--Change of control."
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
Investing in the notes involves risks. As you review this prospectus, you should carefully consider the
matters described in "Risk factors" beginning on page 11.

Proceeds before

Public offering price(1)
Underwriting discount
expenses to Domtar
Per Note

96.157%
2.000%
94.157%
Total

$384,628,000
$8,000,000
$376,628,000
(1) Plus accrued interest, if any, from June 9, 2009.
We expect that the notes will be ready for delivery in book-entry form only through The Depository Trust Company
("DTC"), on or about June 9, 2009.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

file://\\23filesrv01\ljs\Tamara\Domtar Corp, 10.75% Sr Nts due 2017.htm
6/15/2009

Final Prospectus
Page 3 of 76
Joint book-running managers

J.P. Morgan
Morgan Stanley

Co-managers

Banc of America Securities LLC

RBC Capital Markets
Scotia Capital
BMO Capital Markets

CIBC World Markets Corp.
Citi
Desjardins Securities International Inc.
Deutsche Bank Securities
Goldman, Sachs & Co.
NBF Securities (USA)

TD Securities
Fortis Securities LLC

Rabo Securities USA, Inc.
June 3, 2009.
file://\\23filesrv01\ljs\Tamara\Domtar Corp, 10.75% Sr Nts due 2017.htm
6/15/2009

Final Prospectus
Page 4 of 76
Table of Contents
This prospectus is part of a registration statement on Form S-3 that we have filed with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the "Securities
Act"). You should rely only on the information contained in this prospectus, any related free writing
prospectus issued by us (which we refer to as a "company free writing prospectus"), and the documents
incorporated by reference in this prospectus or to which we have referred you. We have not, and the
underwriters have not, authorized anyone to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. This prospectus and any related
company free writing prospectus do not constitute an offer to sell, or a solicitation of an offer to
purchase, the securities offered by this prospectus and any related company free writing prospectus in
any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or
solicitation of an offer in such jurisdiction. You should not assume that the information contained in this
prospectus and any related company free writing prospectus or any document incorporated by reference
is accurate as of any date other than the date of the applicable document. Neither the delivery of this
prospectus and any related company free writing prospectus nor any distribution of securities pursuant
to this prospectus shall, under any circumstances, create any implication that there has been no change
in the information set forth or incorporated by reference into this prospectus and any related company
free writing prospectus or in our affairs since the date of this prospectus. Our business, financial
condition, results of operations and prospects may have changed since that date.
You should read this prospectus together with the additional information described under the heading "Where you
can find more information." For more details, you should read the exhibits filed with the registration statement of
which this prospectus is a part. In this prospectus, "Domtar," "we," "us," "our," and the "Company" refer to Domtar
Corporation, unless otherwise indicated or the context otherwise requires.

Table of contents

Page

Page
Summary

1
Certain material U.S. federal tax
Summary historical financial data

8
consequences

59
Risk factors

11
Underwriting

64
Ratio of earnings to fixed charges

28
Legal matters

66
Use of proceeds

29
Experts

66
Capitalization

30
Where you can find more information

66
Description of other indebtedness

32
Incorporation of certain information by
Description of the notes

35
reference

67
The Company's executive head office is located at 395 de Maisonneuve Blvd. West, Montreal, Québec, Canada
H3A 1L6 and its telephone number is (514) 848-5555.

i
file://\\23filesrv01\ljs\Tamara\Domtar Corp, 10.75% Sr Nts due 2017.htm
6/15/2009

Final Prospectus
Page 5 of 76
Table of Contents
Helpful information
In this prospectus:

· "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;
· "Closing Date" refers to the closing date of the Transactions and means March 7, 2007;

· "Contribution" means the transfer by Weyerhaeuser of the Weyerhaeuser Fine Paper Business to certain
subsidiaries of 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 March 7, 2007, as amended, 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;

· "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;

· "Exchange Act" means the Securities Exchange Act of 1934, as amended;

· "Exchangeco" means Domtar (Canada) Paper Inc., a British Columbia corporation and a subsidiary of the
Company;

· "exchangeable shares" means the exchangeable shares of Exchangeco;

· "GAAP" means accounting principles generally accepted in the United States;
· "Predecessor" means the Weyerhaeuser Fine Paper Business;
· "Transaction" or "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;

· "U.S." means 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.

ii
file://\\23filesrv01\ljs\Tamara\Domtar Corp, 10.75% Sr Nts due 2017.htm
6/15/2009

Final Prospectus
Page 6 of 76
Table of Contents
Forward-looking statements
This prospectus and other materials the Company has filed or will file with the SEC (as well as information
included in the Company's other written or oral statements) may contain forward-looking statements relating to
trends in, or representing management's beliefs about, Domtar's future growth, results of operations, performance
and business prospects and opportunities. These forward-looking statements are generally denoted by the use of
words such as "anticipate," "believe," "expect," "intend," "aim," "target," "plan," "continue," "estimate," "project,"
"may," "will," "should" and similar expressions. These statements reflect management's current beliefs and are
based on information currently available to management. Forward-looking statements are necessarily based upon
a number of estimates and assumptions that, while considered reasonable by management, are inherently
subject to known and unknown risks and uncertainties and other factors that could cause actual results to differ
materially from historical results or those anticipated. Accordingly, no assurances can be given that any of the
events anticipated by the forward-looking statements will occur, or if any occurs, what effect they will have on
Domtar's results of operations or financial condition. These factors include, but are not limited to:

· the effect of conditions in the global capital and credit markets and the economy generally, particularly in the
U.S. and Canada;
· market demand for the Company's products, which may be tied to the relative strength of various U.S. and/or
Canadian business segments;
· product selling prices;

· raw material prices, including wood fiber, energy and chemical;

· performance of the Company's manufacturing operations, including unexpected maintenance requirements;

· the level of competition from domestic and foreign producers;

· the effect of, or changes in, forestry, land use, environmental and other governmental regulations, and
accounting regulations;

· the effect of weather and the risk of loss from fires, floods, windstorms, hurricanes and other natural disasters;
· transportation costs;
· the loss of current customers or the inability to obtain new customers;
· legal proceedings;

· changes in asset valuations, including writedowns of property, plant and equipment, inventory, accounts
receivable or other assets for impairment or other reasons;

· changes in currency exchange rates, particularly the relative value of the U.S. dollar to the Canadian dollar;

· the effect of timing of retirements and changes in the market price of Company common stock on charges for
stock-based compensation;

iii
file://\\23filesrv01\ljs\Tamara\Domtar Corp, 10.75% Sr Nts due 2017.htm
6/15/2009

Final Prospectus
Page 7 of 76
Table of Contents
· performance of pension fund investments and related derivatives;

· the other factors described under "Risk factors" herein; and

· other risks that we identify in our most recent Annual Report on Form 10-K and our subsequently filed quarterly
and current reports, each of which is incorporated herein by reference.
You are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made,
when evaluating the information presented in this prospectus. Unless specifically required by law, the Company
assumes no obligation to update or revise these forward-looking statements to reflect new events or
circumstances. You should carefully review the section captioned "Risk factors" in this prospectus for a more
complete discussion of the risks and uncertainties of an investment in the notes offered hereby. You should also
carefully review the reports that we file with the SEC, including our most recent Annual Report on Form 10-K and
our subsequently filed quarterly and current reports, each of which is incorporated herein by reference.

iv
file://\\23filesrv01\ljs\Tamara\Domtar Corp, 10.75% Sr Nts due 2017.htm
6/15/2009

Final Prospectus
Page 8 of 76
Table of Contents
Summary
The following summary highlights certain information contained elsewhere in this prospectus and in
documents incorporated herein by reference. It does not contain all the information that you should consider
before deciding to invest in the notes, including information that may be important to you. You should carefully
review this entire prospectus, including the section entitled "Risk factors" and the Company's financial
statements and accompanying notes to those financial statements, which are incorporated by reference in
this prospectus, and the other documents incorporated in this prospectus by reference. See "Where you can
find more information."
The Company
The Company is the largest integrated manufacturer and marketer of uncoated freesheet paper in North
America and the second largest in the world based on production capacity. It is also a manufacturer of
papergrade, fluff and specialty pulp. The Company designs, manufactures, markets and distributes a wide
range of paper products for a variety of customers, including merchants, retail outlets, stationers, printers,
publishers, converters and end-users. The Company has three business segments: Papers, Paper Merchants
and Wood. For the last twelve months ended March 31, 2009, the Company had revenues of $6.0 billion, of
which approximately 80% was from the Papers segment, approximately 16% was from the Paper Merchants
segment and approximately 4% was from the Wood segment.
Business segments
The Company operates in the three reportable segments described below. Each reportable segment offers
different products and services and requires different manufacturing processes, technology and/or marketing
strategies. The following summary briefly describes the operations included in each of the Company's
reportable segments:
Papers
The Company's Papers segment represents the aggregation of the manufacturing and distribution of
business, commercial printing and publication, and converting and specialty papers, as well as market pulp.
Paper merchants
The Company's Paper Merchants segment involves the purchasing, warehousing, sale and distribution of the
Company's paper products and those of other paper manufacturers. These products include business and
printing papers and certain industrial products.
Wood
The Company's Wood segment comprises the manufacturing and marketing of lumber and other specialty
and industrial wood products and the management of forest resources.

1
file://\\23filesrv01\ljs\Tamara\Domtar Corp, 10.75% Sr Nts due 2017.htm
6/15/2009

Final Prospectus
Page 9 of 76
Table of Contents
Competitive strengths
The Company believes that its competitive strengths provide a solid foundation for the execution of its
business strategy:
Leading market position. The Company is the largest integrated manufacturer and marketer of uncoated
freesheet paper in North America and the second largest in the world based on production capacity. This
leading market position provides the Company with key competitive advantages, including economies of
scale, wider sales and marketing coverage and a broad product offering, such as business, printing and
publishing and converting and specialty paper grades.
Efficient and cost-competitive assets. The Company's papers business is comprised of a mix of assets
which allow it to be a low-cost producer of high volume papers and an efficient producer of value-added
specialty papers. The Company's six largest mills focus on production of high volume copy and offset papers
while the others focus on the production of value-added paper products where quality, flexibility and service
are key determinants. Most of the Company's paper production is at mills with integrated pulp production and
cogeneration facilities, reducing its exposure to price volatility for purchased pulp and energy.
Proximity to customers. The Company has a broad distribution and manufacturing footprint completed by
converting and distribution operations located across North America. This proximity to customers provides
opportunities for enhanced customer service and the minimization of freight distance, response time and
delivery cost, which constitute key competitive advantages, particularly in the high volume copy and offset
paper grades market segment. Customer proximity also allows for just-in-time delivery of high demand paper
products in less than 48 hours to most major North American cities.
Strong franchise with attractive service solutions. The Company sells paper to multiple market
segments through a variety of channels, including paper merchants, converters, retail companies and
publishers throughout North America. In addition, the Company maintains a strong market presence through
its ownership of the Domtar Distribution Group. The Company will build on those positions by maximizing its
strengths with centralized planning capability and supply-chain management solutions.
High quality products with strong brand recognition. The Company enjoys a strong reputation for
producing high quality paper products and markets some of the most recognized and preferred papers in
North America, including a wide range of business and commercial printing paper brands, such as Cougar®,
Lynx® Opaque, Husky® Offset, First Choice® , and Domtar EarthChoice® Office Paper, part of a family of
environmentally and socially responsible paper.
Experienced management team with proven integration expertise. The Company's management team
has significant experience and a record of success in the North American paper industry, including with
respect to business integration issues. To support the management team, the Company believes its
employees' expertise and know-how help create operational efficiencies and enable the Company to deliver
improved profitability from its manufacturing operations.

2
file://\\23filesrv01\ljs\Tamara\Domtar Corp, 10.75% Sr Nts due 2017.htm
6/15/2009

Final Prospectus
Page 10 of 76
Table of Contents
Strategic initiatives and financial priorities
The Company's goal is to be recognized as the supplier of choice of branded and private branded paper
products for consumer channels, stationers, merchants, printers and converters in North America. The
Company has implemented the following business strategies in order to enhance cash flow and generate
shareholder value:
Build customer loyalty and balance the Company's production with its customers' demand. The
Company is building on the successful relationships that it has developed with key customers to support their
businesses and to provide inventory reduction solutions through just-in-time delivery for the most-demanded
products. The Company believes that it is a supplier of choice for customers who seek competitively-priced
paper products and services.
Increase depth of product offerings including the Company's offering of environmentally and ethically
responsible line of papers. The Company believes that it is delivering improved service to customers
through increased depth of product offerings and greater access to volume. The Company believes the
development of EarthChoice®, a line of environmentally and socially responsible paper, is providing a platform
upon which to expand its offerings to customers. The EarthChoice® line of papers, a product line endorsed
and supported by leading environmental groups, offers customers solutions and peace of mind through the
use of a combination of Forest Stewardship Council (FSC) virgin fiber and recycled fiber. FSC is the
certification recognized by environmental groups as the most stringent and is third-party audited.
Focus on free cash flow generation and maintain financial discipline. The Company believes that
value creation is achieved by operating its assets efficiently and reducing manufacturing costs while
managing its capital expenditures effectively and minimizing working capital requirements. An objective of the
Company is to generate free cash flow by reducing discretionary spending, reviewing procurement costs and
pursuing the balancing of production and inventory control.
Conduct operations in a sustainable way. Customers and end-users as well as all stakeholders in
communities where the Company operates seek assurances from the pulp and paper industry that resources
are managed in a sustainable manner. The Company strives to provide these assurances by certifying its
forest, manufacturing and distribution operations and the Company intends to subscribe to internationally
recognized environmental management systems, namely ISO 14001.
Recent developments
The tender offer
On May 19, 2009, the Company commenced an offer to purchase (the "Tender Offer") for cash up to an
aggregate principal amount of $250,000,000 (the "Tender Cap") of its outstanding 7.875% notes due 2011
(the "7.875% notes due 2011"). As of 5:00 p.m., New York City time, on June 1, 2009, approximately $416
million aggregate principal amount of the 7.875% notes due 2011 had been validly tendered and not
withdrawn. On June 3, 2009, the Company amended the Tender Offer to increase the Tender Cap to
$400,000,000. The Tender Offer is conditioned upon the satisfaction or waiver of certain conditions, including
the consummation of this offering.

3
file://\\23filesrv01\ljs\Tamara\Domtar Corp, 10.75% Sr Nts due 2017.htm
6/15/2009