Obligation Domtar Corp 6.25% ( US257559AJ34 ) en USD

Domtar Corp

58.299 % ▲

Etats-unis

US257559AJ34 ( en USD )

6.25% par an ( paiement semestriel )

31/08/2042

Prospectus brochure de l'obligation Domtar Corp US257559AJ34 en USD 6.25%, échéance 31/08/2042

2 000 USD

250 000 000 USD

257559AJ3

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

01/09/2024 ( Dans 135 jours )

L'Obligation émise par Domtar Corp ( Etats-unis ) , en USD, avec le code ISIN US257559AJ34, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/08/2042

L'Obligation émise par Domtar Corp ( Etats-unis ) , en USD, avec le code ISIN US257559AJ34, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Domtar Corp ( Etats-unis ) , en USD, avec le code ISIN US257559AJ34, 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/1381531/000119312512363831...
424B2 1 d396994d424b2.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-183410
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered
Offering Price(1) Registration Fee(1)
6.25% Senior Notes due 2042
$250,000,000
$28,650
Guarantees of 6.25% Senior Notes due 2042(2)

--
None(2)

(1) The registration fee of $28,650 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 August 20, 2012 (Registration
Statement No. 333-183410), 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 March 1 and September 1
Domtar Corporation is offering $250,000,000 aggregate principal amount of its 6.25% senior notes due 2042. We wil
pay interest on the notes on March 1 and September 1 of each year, beginning on March 1, 2013. The notes wil mature
on September 1, 2042.
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 (as defined in this Prospectus). 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 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, you should carefully consider the matters
described in "Risk factors " beginning on page 7.

Proceeds before

Public offering price(1)

Underwriting discount
expenses to Domtar
Per Note

99.581%

0.875%

98.706%
Total

$248,952,500

$2,187,500

$246,765,000

(1) Plus accrued interest, if any, from August 23 , 2012.
We expect that the notes wil be ready for delivery in book-entry form only through The Depository Trust Company, on or
about August 23, 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

Morgan Stanley

RBC Capital Markets
Co-managers

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BofA Merrill Lynch
Scotiabank
CIBC
Goldman, Sachs & Co.
BMO Capital Markets
Deutsche Bank Securities
National Bank of Canada Financial

Rabo Securities

TD Securities
August 20, 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

The offering

3

Summary historical financial data

6

Risk factors

7

Ratio of earnings to fixed charges

13
Use of proceeds

14
Capitalization

15
Description of other indebtedness

17
Description of the notes

19
Material U.S. federal tax consequences

43
Underwriting

47
Legal matters

50
Experts

50
Where you can find more information

50
Incorporation of certain information by reference

51
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 prices;

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

· competition from domestic and foreign producers, including the impact of additional capacity;

· 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 and Euro;

· 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, which we sel to a variety of customers, including
merchants, retail outlets, stationers, printers, publishers, converters and end-users. We also manufacture, sell and
distribute adult incontinence products in North America and Europe. In addition, we 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. 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. In May 2012, we acquired EAM Corporation,
a manufacturer of airlaid and

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ultrathin laminated absorbent cores used in feminine hygiene products, adult incontinence products, baby diapers and
other medical, healthcare and performance packaging solutions.
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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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
$250 mil ion aggregate principal amount of our 6.25% senior notes due 2042.

Maturity date
The notes wil mature on September 1, 2042.

Interest
The notes wil bear interest at the rate of 6.25% per annum. We wil pay interest
semi-annual y on March 1 and September 1 of each year, commencing on March 1,
2013. Interest wil accrue from August 23, 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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As of June 30, 2012, we and our subsidiary guarantors had $956 mil ion of
outstanding indebtedness, including $51 mil ion of capital leases, $905 mil ion of
unsecured notes and $12 mil ion of letters of credit outstanding under our Credit
Agreement. As of June 30, 2012, we had $45 mil ion of letters of credit outstanding
under our securitization program and no outstanding indebtedness for money
borrowed that was secured.

The notes wil be effectively subordinated to the liabilities of our subsidiaries that are
not subsidiary guarantors. As of June 30, 2012, our subsidiaries that wil not be initial
subsidiary guarantors had liabilities total ing $555 mil ion, excluding intercompany
liabilities.

Optional redemption
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."

Change of control
If we experience a change of control, unless we have exercised our right to redeem
al of the notes, we wil be required to make an offer to purchase al outstanding
notes at a purchase price of 101% of their principal amount plus accrued and unpaid
interest, if any, to, but excluding, the date of repurchase. See "Description of the
notes--Change of control."

Covenants
The indenture governing the notes contains certain covenants that, among other
things; (i) limit our ability to consolidate with or merge with or into any other person or
convey, transfer or lease our properties and assets substantial y as an entirety to any
person; (i ) limit the ability of us and our restricted subsidiaries to create, incur,
assume or permit to exist any indebtedness that is secured by any lien on principal
facilities and timberlands of Domtar or its restricted subsidiaries or on any shares of
capital stock or debt of Domtar or any of its restricted subsidiaries without equally
and ratably securing the notes or subsidiary guarantee, as applicable; and (i i) limit
the ability of us and our restricted subsidiaries to enter into certain sale and
leaseback transactions. See "Description of the notes--Covenants."

Use of proceeds
We estimate that the net proceeds from the offering of the notes wil be
approximately $246 mil ion after deducting the underwriting discounts and estimated
offering expenses. We intend to use the net proceeds of this offering for general
corporate purposes, including, without limitation, capital expenditures and strategic
acquisitions. See "Use of proceeds."

Book-entry delivery and formThe notes wil be issued in book-entry form and wil be represented by permanent
global certificates deposited with, or on behalf of, The Depository Trust Company
("DTC") and registered in the name of a nominee of DTC. Beneficial interests in any
of the notes wil be shown

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