Obligation DomTara 4.4% ( US257559AH77 ) en USD

DomTara

100 % ▼

Etas-Unis

US257559AH77 ( en USD )

4.4% par an ( paiement semestriel )

31/03/2022 - Obligation échue

Prospectus brochure de l'obligation Domtar US257559AH77 en USD 4.4%, échue

1 000 USD

300 000 000 USD

257559AH7

BBB- ( Qualité moyenne inférieure )

NR

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 US257559AH77, paye un coupon de 4.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2022

L'Obligation émise par DomTara ( Etas-Unis ) , en USD, avec le code ISIN US257559AH77, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par DomTara ( Etas-Unis ) , en USD, avec le code ISIN US257559AH77, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus
http://www.sec.gov/Archives/edgar/data/1381531/000119312512104204...
424B4 1 d303013d424b4.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(4)
Registration Statement No. 333-179943
CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Title of Each Class of
Aggregate
Registration
Securities to be Registered
Offering Price(1)
Fee(1)
4.40% Senior Notes due 2022
$300,000,000
$34,380
Guarantees of 4.40% Senior Notes due 2022 (2)

--
None(2)

(1) The registration fee of $34,380 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 March 7, 2012 (Registration
Statement No. 333-179943), was deferred pursuant to Rules 456(b) and 457(r) of the Securities Act, and is paid
herewith. The "Calculation of Registration Fee" table shal be deemed to update the "Calculation of Registration
Fee" table in such registration statement.
(2) Pursuant to Rule 457(n), no separate filing fee is required for the guarantees
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Prospectus

Interest payable April 1 and October 1
Domtar Corporation is offering $300,000,000 aggregate principal amount of its 4.40% senior notes due 2022. We wil
pay interest on the notes on April 1 and October 1 of each year, beginning on October 1, 2012. The notes wil mature on
April 1, 2022.
We may redeem the notes at any time, in whole or in part, at the redemption prices described under "Description of the
notes--Optional redemption."
The notes wil be our general unsecured senior obligations and wil rank equally with all of our other unsecured and
unsubordinated obligations, including under our Credit Agreement. The notes wil be ful y and unconditionally guaranteed
on an unsecured, senior basis by our direct and indirect, existing and future, U.S. wholly-owned subsidiaries that
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, wil also ful y and
unconditional y, jointly and several y, 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 wil have the right to require us to repurchase al 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 wil 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 8.

Proceeds before

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

99.781%
0.65%
99.131%
Total

$299,343,000

$1,950,000

$297,393,000
(1) Plus accrued interest, if any, from March 16, 2012.
We expect that the notes wil be ready for delivery in book-entry form only through The Depository Trust Company, on or
about March 16, 2012.
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.

Joint book-running managers

J.P. Morgan
Deutsche Bank Securities
Goldman, Sachs & Co.

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Co-managers
BofA Merrill Lynch

Scotiabank

CIBC
RBC Capital Markets

BMO Capital Markets

Morgan Stanley
National Bank of Canada

Rabo Securities

TD Securities
Financial

March 7, 2012.
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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. 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.

Page
Summary

1

Risk factors

8

Ratio of earnings to fixed charges

14
Use of proceeds

15
Capitalization

16
Description of other indebtedness

18
Description of the notes

20
Material U.S. federal tax consequences

44
Underwriting

48
Legal matters

51
Experts

51
Where you can find more information

51
Incorporation of certain information by reference

52

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.

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This prospectus and other materials the Company has filed or wil file with the SEC (as wel 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," "wil ," "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 material y from historical results or those
anticipated. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking
statements wil occur, or if any occurs, what effect they wil have on Domtar's results of operations or financial condition.
These factors include, among others, the fol owing:

· conditions in the global capital and credit markets, and the economy generally, particularly in the United States and
Canada;

· continued decline in usage of fine paper products in our core North American market;

· our ability to implement our business diversification initiatives, including strategic acquisitions;

· product sel ing prices;

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

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

· competition from domestic and foreign producers;

· the effect of, or changes in, forestry, land use, environmental and other governmental regulations (including tax), 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 or regulatory proceedings;

· changes in asset valuations, including write downs 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 the Company's common stock on charges for
stock-based compensation;

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· performance of pension fund investments and related derivatives, if any; and

· the other factors described under "Risk factors" in this prospectus and in Part I, Item 1A of our Annual Report on
Form 10-K for the year ended December 31, 2011 (our "2011 Form 10-K"), 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 specifical y required by law, the Company assumes no
obligation to update or revise these forward-looking statements to reflect new events or circumstances. You should
careful y 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 careful y review the reports that we file with
the SEC, including our 2011 Form 10-K and any subsequent reports, each of which is incorporated herein by reference.

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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
We design, manufacture, market and distribute a wide variety of fiber-based products including communication
papers, specialty and packaging papers and adult incontinence products. We are the largest integrated marketer and
manufacturer of uncoated freesheet paper in North America for a variety of customers, including merchants, retail
outlets, stationers, printers, publishers, converters and end-users. On September 1, 2011, we completed the
acquisition of Attends Healthcare Inc., and on February 29, 2012 we completed the acquisition of Attends Healthcare
Limited, producers of adult incontinence products in North America and Europe, respectively. We also own and
operate Ariva, an extensive network of strategically located paper and printing supplies distribution facilities. The
foundation of our business is the efficient operation of pulp mil s, converting fiber into papergrade, fluff and specialty
pulp. The majority of this pulp is consumed internal y to make communication and specialty papers with the balance
being sold as market pulp.
Business segments
The Company operates in three reportable segments: Pulp and Paper; Distribution; and Personal Care. Each
reportable segment offers different products and services and requires different technology and/or marketing
strategies. The fol owing summary briefly describes the operations included in each of the Company's reportable
segments:
Pulp and Paper
Our Pulp and Paper segment comprises the manufacturing, sale and distribution of communication, specialty and
packaging papers, as wel as softwood, fluff and hardwood market pulp.
Distribution
Our Distribution segment involves the purchasing, warehousing, sale and distribution of our paper products and those
of other manufacturers. These products include business and printing papers, certain industrial products and printing
supplies.
Personal Care
Our Personal Care segment, which we formed in September 2011, consists of the manufacturing, sale and
distribution of adult incontinence products.

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Strategic initiatives and financial priorities
As a leading innovative fiber-based technology company, we strive to be the supplier of choice for our customers, a
core investment for our shareholders and a recognized industry leader in sustainability. We have three key business
objectives: (1) to grow and find ways to become less vulnerable to the secular decline in communication paper
demand; (2) to reduce volatility in our earnings profile by increasing the visibility and predictability of our cash flows;
and (3) to create value over time by ensuring that we maximize the strategic and operational use of our capital. To
achieve these goals, we have established the fol owing business strategies:
Perform. We seek to drive performance in everything we do by focusing on customers, costs and cash. We are
determined to operate our assets efficiently and to ensure we balance our production with our customer demand in
papers. To generate free cash flow, we are focused on assigning our capital expenditures effectively and minimizing
working capital requirements. We apply prudent financial management policies to retain the flexibility needed to
successful y execute our strategic roadmap.
Grow. To counteract the secular demand decline in our communication paper products and sustain the success of
our company, we believe that we must leverage our core competencies and expertise as operators of large scale
operations in fiber sourcing and in the marketing, manufacturing and distribution of fiber-based products. We are
focused on optimizing and expanding our operations in markets with positive demand dynamics through the
repurposing of assets, investments for organic growth and strategic acquisitions.
Break out. Through agility and innovation, we seek to move from a paper to a fiber-centric organization by
pursuing opportunities to break out from traditional pulp and paper making. We continue to explore opportunities to
invest in innovative fiber-based technologies to bring our business in new directions and leverage our expertise and
our assets to extract the maximum value for the wood fiber we consume in our operations.
Grow our line of environmentally and ethically responsible products. We believe that we deliver best-in-class
service to our customers through a broad range of certified products. The development of EarthChoice ,
® our line of
environmental y and social y responsible paper, provides a platform upon which to expand our offering to customers.
This product line is supported by leading environmental groups and offers customers solutions and peace of mind
through the use of a combination of FSC v
® irgin fiber and recycled fiber.
Operate in a responsible way. We try to make a positive difference every day by pursuing sustainable growth,
valuing relationships, and responsibly managing our resources. We care for our customers, end-users and
stakeholders in the communities where we operate, all seeking assurances that resources are managed in a
sustainable manner. We strive to provide these assurances by certifying our distribution and manufacturing
operations and measuring our performance against international y recognized benchmarks. We are committed to the
responsible use of forest resources across our operations, and we are enrol ed in programs and initiatives to
encourage landowners towards certification to improve their market access and increase their revenue opportunities.

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Recent developments
The tender offer
On February 22, 2012, the Company commenced an offer to purchase (the "Tender Offer") for cash an aggregate
principal amount of its outstanding 10.75% Notes due 2017 (the "2017 Notes"), 9.5% Notes due 2016 (the "2016
Notes"), 7.125% Notes due 2015 (the "2015 Notes") and 5.375% Notes due 2013 (the "2013 Notes" and, together
with the 2017 Notes, 2016 Notes and 2015 Notes, the "Tender Notes") such that the maximum aggregate
consideration for Tender Notes purchased in the Tender Offer, excluding accrued and unpaid interest, wil not exceed
$250,000,000 (the "Tender Cap"). As of 5:00 p.m., New York City time, on March 6, 2012 (the "Early Tender Time"),
approximately $186 mil ion aggregate principal amount of the Tender Notes had been validly tendered and not
withdrawn. The Tender Offer is conditioned upon the satisfaction or waiver of certain conditions, including that we
shall have obtained approximately $250 mil ion in proceeds from a debt financing such as this offering.
The total amount of funds required to purchase the aggregate principal amount of the Tender Notes validly tendered
and not validly withdrawn prior to the Early Tender Time, including to pay the early tender payment, and to pay all
accrued and unpaid interest on the purchased Tender Notes is expected to be approximately $237 mil ion. The
Tender Offer is scheduled to expire at 12:00 midnight, New York City time, on March 20, 2012, unless extended or
earlier terminated. The Company cannot assure you that the Tender Offer wil be consummated in accordance with
its terms, or at al . This offering is not conditioned upon the successful consummation of the Tender Offer.
Acquisition of Attends Healthcare Limited
On March 1, 2012, Domtar announced the completion of the acquisition of privately-held Attends Healthcare Limited,
a manufacturer and supplier of adult incontinence care products in Europe, from Rutland Partners for 180 mil ion,
pursuant to a definitive agreement entered into on January 26, 2012. For further information concerning this
acquisition, see Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of
Operations" under the caption "Recent Developments" in our 2011 Form 10-K and our Current Report on Form 8-K
dated March 1, 2012, each of which is incorporated herein by reference.

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The following is a brief summary of some of the terms of this offering. Certain of the terms and conditions
described below are subject to important limitations and exceptions. You should carefully review the "Description of
the notes" section of this prospectus, which contains more detailed descriptions of the terms and conditions of the
notes.

Issuer
Domtar Corporation.

Notes offered
$300 mil ion aggregate principal amount of our 4.40% senior notes due 2022.

Maturity date
The notes wil mature on April 1, 2022.

Interest
The notes wil bear interest at the rate of 4.40% per annum. We wil pay interest
semi-annual y on April 1 and October 1 of each year, commencing on October 1,
2012. Interest wil accrue from March 16, 2012.

Subsidiary guarantees
The notes wil be ful y and unconditional y guaranteed on an unsecured senior basis
by our direct and indirect, existing and future, U.S. wholly-owned subsidiaries that
guarantee our indebtedness under the Credit Agreement (as defined under
"Description of other indebtedness--Credit facility"), 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, wil also
ful y and unconditional y, jointly and several y, guarantee the notes. Each guarantor
wil be released from its guarantee of the notes upon the release of such guarantor
from its guarantee under the Credit Agreement and all other indebtedness of Domtar
(except in each case a discharge or release by or as a result of payment under such
guarantee). If Domtar fails to make payments on the notes, its guarantors must make
them instead. See "Description of the notes--Subsidiary Guarantors."

Ranking
The notes wil be our general unsecured senior obligations and wil rank equally with
all of our other unsecured and unsubordinated obligations, including under our Credit
Agreement. The notes wil effectively be subordinated to any future secured debt to
the extent of the value of the assets securing such debt. Each guarantee of the notes
wil be an unsecured senior obligation of the applicable subsidiary guarantor and wil
rank equal y with al of the other unsecured senior indebtedness of the applicable
subsidiary guarantor, including its guarantees in respect of indebtedness under the
Credit Agreement. Each guarantee wil effectively be subordinated to all of the
secured indebtedness of the applicable subsidiary guarantor to the extent of the
value of the assets securing such secured indebtedness.

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