Obligation DomTara 6.75% ( US257559AK07 ) en USD

DomTara

51.3 % ▼

Etats-unis

US257559AK07 ( en USD )

6.75% par an ( paiement semestriel )

14/02/2044

Prospectus brochure de l'obligation Domtar US257559AK07 en USD 6.75%, échéance 14/02/2044

/

/

257559AK0

B- ( Très spéculatif )

B3 ( Très spéculatif )

15/08/2025 ( Dans 28 jours )

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 ( Etats-unis ) , en USD, avec le code ISIN US257559AK07, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/02/2044

L'Obligation émise par DomTara ( Etats-unis ) , en USD, avec le code ISIN US257559AK07, a été notée B3 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par DomTara ( Etats-unis ) , en USD, avec le code ISIN US257559AK07, a été notée B- ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1381531/000119312513449923...
424B2 1 d626495d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-191504
CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Title of Each Class of
Aggregate
Registration
Securities to be Registered
Offering Price(1)
Fee(1)
6.75% Senior Notes due 2044
$250,000,000
$32,200
Guarantees of 6.75% Senior Notes due 2044(2)

--

None(2)

(1) The registration fee of $32,200 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 October 1, 2013 (Registration
Statement No. 333-191504), 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.
1 of 90
11/22/2013 8:14 AM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1381531/000119312513449923...
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 1, 2013)

Interest payable February 15 and August 15
Domtar Corporation is offering $250,000,000 aggregate principal amount of its 6.75% senior notes due 2044. We wil
pay interest on the notes on February 15 and August 15 of each year, beginning on February 15, 2014. The notes wil
mature on February 15, 2044.
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." In addition, we wil be required to redeem al the notes under the circumstances discussed
under the caption "Description of the notes--Special mandatory redemption" at a redemption price in cash equal to
101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption
date.
The notes wil be our general unsecured senior obligations and wil rank equally with all of our other unsecured and
unsubordinated obligations, including under the Credit Agreement (as defined in this prospectus supplement). 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, 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 the indebtedness of any of our subsidiaries under the Credit Agreement, or any of our other
indebtedness, wil also ful y and unconditionally, 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 supplement, you should carefully consider
the matters described in "Risk Factors" beginning on page S-7 of this prospectus supplement, and the risk
factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2012, which is
incorporated by reference in this prospectus supplement and the accompanying prospectus.

Proceeds before

Underwriting
expenses to

Public offering price(1)

discount

Domtar(1)
Per Note

99.719%

0.875%

98.844%
Total

$249,297,500

$2,187,500

$247,110,000

(1) Plus accrued interest, if any, from November 26, 2013.
We expect that the notes wil be ready for delivery in book-entry form only through The Depository Trust Company, on or
about November 26, 2013.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
2 of 90
11/22/2013 8:14 AM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1381531/000119312513449923...
Joint book-running managers

J.P. Morgan

Deutsche Bank Securities

Morgan Stanley
Co-managers

BofA Merrill Lynch

Scotiabank

CIBC
Goldman, Sachs & Co.

RBC Capital Markets

BMO Capital Markets
National Bank of Canada Financial
Rabo Securities

TD Securities
November 20, 2013
3 of 90
11/22/2013 8:14 AM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1381531/000119312513449923...
Table of Contents
You should rely only on the information contained in this prospectus supplement, the accompanying
prospectus and any free writing prospectus (which we refer to as a "company free writing prospectus"), and
the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
Neither we nor the underwriters have 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 supplement,
the accompanying 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 supplement, the
accompanying 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 supplement, the accompanying
prospectus and any related company free writing prospectus or any document incorporated by reference
herein or therein is accurate as of any date other than the date of the applicable document. Neither the delivery
of this prospectus supplement, the accompanying prospectus and any related company free writing
prospectus nor any distribution of notes pursuant to this prospectus supplement shall, under any
circumstances, create any implication that there has been no change in the information set forth or
incorporated by reference in this prospectus supplement, the accompanying prospectus and any related
company free writing prospectus or in our affairs since the date of this prospectus supplement. Our business,
financial condition, results of operations and prospects may have changed since that date.
You should read this prospectus supplement and the accompanying 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 relating to this prospectus supplement and the accompanying prospectus. In this
prospectus supplement, "Domtar," "we," "us," "our," and the "Company" refer to Domtar Corporation, unless otherwise
indicated or the context otherwise requires.

S-i
4 of 90
11/22/2013 8:14 AM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1381531/000119312513449923...
Table of Contents
Prospectus Supplement

Presentation of information
S-iii

Forward-looking statements
S-iv

Summary
S-1

Risk factors
S-7

Ratio of earnings to fixed charges
S-14
Use of proceeds
S-15
Capitalization
S-16
Description of other indebtedness
S-18
Description of the notes
S-20
Material U.S. federal tax consequences
S-45
Underwriting
S-50
Legal matters
S-55
Experts
S-55
Where you can find more information
S-55
Incorporation by reference
S-56
Prospectus

About this prospectus
1

Forward-looking statements
2

Domtar Corporation
4

Use of proceeds
5

Ratio of earnings to fixed charges
6

Description of the debt securities
7

Description of capital stock
13
Description of depositary shares
15
Description of warrants
16
Description of rights
17
Description of purchase contracts and purchase units
18
Plan of distribution
19
Legal matters
20
Experts
21
Where you can find more information
22
Incorporation by reference
23

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.

S-i
5 of 90
11/22/2013 8:14 AM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1381531/000119312513449923...
Table of Contents
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the
offering of the notes and also adds to and updates information contained in the accompanying prospectus and the
documents incorporated by reference in this prospectus supplement and the accompanying prospectus. The second part
is the accompanying prospectus which gives more general information about our debt securities, some of which may not
apply to this offering. If the information in this prospectus supplement is inconsistent with information contained in the
accompanying prospectus or any document incorporated by reference in this prospectus supplement or the
accompanying prospectus on or prior to the date hereof, you should rely on the information contained in this prospectus
supplement.

S-iii
6 of 90
11/22/2013 8:14 AM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1381531/000119312513449923...
Table of Contents
This prospectus supplement may contain or incorporate by reference certain statements that are, or may be deemed to
be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21B of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These
statements include statements relating to trends in, or representing management's beliefs about, Domtar Corporation's
future growth, results of operations, performance and business prospects and opportunities. These forward-looking
statements are general y 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 assurance 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 Corporation's results of operations or financial condition. These factors include, but are not limited to:

· 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;

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

· performance of Domtar Corporation's manufacturing operations, including unexpected maintenance requirements;

· the level of competition from domestic and foreign producers;

· the effect of, or change 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 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 and Euro;

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

S-iv
7 of 90
11/22/2013 8:14 AM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1381531/000119312513449923...
Table of Contents
· performance of pension fund investments and related derivatives, if any; and

· the other factors described under "Risk factors" in this prospectus supplement and in Part I, Item IA of our Annual
Report on Form 10-K for the year ended December 31, 2012 (our "2012 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 supplement. 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 careful y review the section captioned "Risk factors" in this prospectus supplement 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 Securities and Exchange Commission (the "SEC"), including our 2012 Form 10-K and
any subsequent reports, each of which is incorporated herein by reference.

S-v
8 of 90
11/22/2013 8:14 AM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1381531/000119312513449923...
Table of Contents
The following summary highlights certain information contained elsewhere in this prospectus supplement 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 supplement and the accompanying prospectus, including the section entitled "Risk factors" in this
prospectus supplement and the Company's financial statements and accompanying notes to those financial
statements, which are incorporated by reference in this prospectus supplement, and the other documents
incorporated in this prospectus supplement and the accompanying 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 in two operating segments,
Pulp and Paper and Personal Care. Each segment offers different products and services and requires different
manufacturing processes, technology and marketing strategies.
Pulp and Paper
Our Pulp and Paper segment comprises the design, manufacturing, marketing and distribution of communication,
specialty and packaging papers, as wel as softwood, fluff and hardwood market pulp, primarily in North America.
We are the largest integrated marketer and manufacturer of uncoated freesheet paper in North America. We have 10
pulp and paper mil s (eight in the United States and two in Canada), with an annual paper production capacity of
approximately 3.4 mil ion tons of uncoated freesheet paper. Approximately 81% of our paper production capacity is in
the United States and the remaining 19% is located in Canada.
We produce market pulp in excess of our internal requirements at our three non-integrated pulp mil s as wel as at
our pulp and paper mil s. We sel approximately 1.6 mil ion metric tons of pulp per year depending on market
conditions. Approximately 50% of our trade pulp production capacity is in the United States, and the remaining 50%
is located in Canada.
Personal Care
Our Personal Care segment consists of the manufacturing, marketing and distribution of adult incontinence products,
absorbent hygiene products and infant diapers in the United Stated and Europe. We are one of the leading suppliers
of adult incontinence products sold into North America and Northern Europe, marketed primarily under the Attends®
brand name. We sel to hospitals (acute care) and nursing homes (long-term care) and have a growing presence in
the homecare and retail channels. We are a manufacturer and marketer of store brand infant diapers in the United
States sel ing mainly through retail channels. We operate four manufacturing facilities that have the ability to produce
multiple product categories.

S-1
9 of 90
11/22/2013 8:14 AM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1381531/000119312513449923...
Table of Contents
Recent developments
Acquisition of Laboratorios Indas, S.A. Unipersonal
On November 19, 2013, we announced the signing of a definitive agreement (the "Purchase Agreement") for the
acquisition of al of the outstanding capital stock of privately-held Laboratorios Indas, SAU ("Indas") ("the
Acquisition"), a leading branded incontinence products manufacturer and marketer in Spain. The purchase price is
285 mil ion ($385 mil ion, based on the exchange rate of 1 for $1.3517, as of November 18, 2013) and the
business is expected to have approximately 140 mil ion of debt, net of cash, at closing, the majority of which wil be
repaid by Domtar in connection with the closing of the transaction.
Indas is a manufacturer and marketer of adult incontinence products in Spain. Indas has a wide product offering with
more than 30 brands and serves a diversified customer base through multiple sel ing channels. Indas operates a
manufacturing and distribution facility located in Toledo, Spain, that is situated to serve the Iberian peninsula. Indas,
after giving effect to its acquisition of a business earlier in 2013, has an estimated annual run rate of sales of
approximately 190 mil ion.
The Acquisition is expected to close during the fourth quarter of 2013 and is subject to customary closing conditions,
including the notification required by the Spanish antitrust authorities.
In the event that the Acquisition is not consummated on or before July 31, 2014 or the Purchase Agreement is
terminated at any time prior thereto, we wil be required to redeem the notes. See "Description of the notes--Special
mandatory redemption." We intend to use the net proceeds from the sale of the notes, together with cash on hand
and borrowings under the Credit Agreement or our receivable securitization facility, to pay the purchase price.

S-2
10 of 90
11/22/2013 8:14 AM