Domtar Corporation entered into an agreement to acquire Resolute Forest Products Inc. (NYSE:RFP) from Fairfax Financial Holdings Limited (TSX:FFH), Chou Associates Management Inc., Dimensional Fund Advisors LP and others for $2.5 billion on July 5, 2022. The transaction will be carried out by way of a merger of Resolute with a newly created subsidiary of Domtar, providing for conversion of each share of Resolute common stock into the right to receive $20.50 per share, together with a CVR entitling the holder to a share of future softwood lumber duty deposit refunds. Each share, on a fully diluted basis at closing, will be entitled to receive one CVR. Domtar and certain of Domtar's subsidiaries have obtained debt financing commitments in an aggregate principal amount of up to $1.500 billion from (i) Barclays Bank PLC, Bank of Montreal, Wells Fargo Bank, Royal Bank of Canada and U.S. Bank and (ii) CoBank, ACB, together with certain of their affiliates (the “Debt Commitment Parties”) on the terms and subject to the conditions set forth in the debt commitment letters, the proceeds of which will be used by Domtar to consummate the merger, the other transactions contemplated by the merger agreement and such other uses as set forth in the debt commitment letters. The $1.500 billion in debt financing consists of (A) a $400 million seven-year senior secured bridge loan (the “Senior Secured Bridge”), (B) a $500 million seven-year farm credit system term loan (the “Term Loan”) and (C) $600 million in increased commitments under Domtar's existing $400 million asset-backed revolving loan facility that matures on November 30, 2026. Domtar has agreed to provide committed equity financing in an amount up to $500 million, the proceeds of which will be used by Domtar (i) to consummate the merger and the other transactions contemplated by the merger agreement. Upon the terms and subject to the conditions of the merger agreement, Merger Sub will be merged with and into the Company (the “merger”), with the Company surviving the merger as a wholly owned subsidiary of Domtar, under the auspices of the Group, and continue to operate on a business-as-usual basis under the Resolute name. The Resolute management team will remain in place at the company's headquarters. Furthermore, The Paper Excellence Group plans to retain Resolute's production locations and levels of jobs. In case of termination, Resolute will be required to pay a termination fee of $40 million and Domtar will be required to pay a termination fee of $80 million.

Resolute stockholders will have the opportunity to vote on the transaction at a stockholders' meeting to be held in early fall. The merger will require the approval of a majority of the outstanding shares of Resolute. In addition to stockholder approval, the transaction is subject to applicable regulatory approvals and the satisfaction of certain other customary closing conditions including the waiting period expiration, clearance, approval or consent, as applicable, required under the competition laws of the United States, Canada and certain other jurisdictions, and the absence of certain legal impediments to the consummation of the Merger. The board of directors of Resolute unanimously determined that the terms of the transaction are fair to, and in the best interests of, Resolute and its stockholders and resolved to recommend that Resolute stockholders vote for the transaction. Fairfax Financial Holdings Limited, a significant stockholder of Resolute, has entered into a voting and support agreement to vote its shares in favor of the transaction. As of July 5, 2022, Fairfax Financial Holdings held approximately 30,548,190 shares, or 40% of the outstanding shares as of that date. The boards of directors of Domtar unanimously approved this Agreement. As of October 27, 2022, Resolute and Domtar announced to sell Resolute's Thunder Bay pulp and paper mill to further facilitate the regulatory review process. Transaction has been approved by the shareholders of Resolute Forest Products Inc. at a special meeting of stockholders held on October 31, 2022. As of December 28, 2022, Resolute and Paper Excellence receives Canadian Competition Bureau approval. On December 28, 2022, parties entered into a Consent Agreement with the Canadian Commissioner of Competition in connection with the merger, which was registered with the Canadian Competition Tribunal on December 28, 2022. The Commissioner issued a no-action letter on December 28, 2022, which terminates the applicable waiting period and satisfies the requirement for Competition Act Approval set out in the merger agreement. At 11:59 p.m., Eastern Time, on February 23, 2023, the waiting period applicable to the merger under the HSR Act expired and, with other required regulatory clearances having been obtained, all of the conditions to the closing of the merger have now been satisfied other than those that by their terms are to be satisfied at the closing. The transaction is expected to close in the first half of 2023. As of February 23, 2023, Resolute Forest Products Inc. and Domtar Corporation currently expect the closing of the merger to occur in early March 2023.

Barclays is serving as exclusive financial advisor to Paper Excellence, and Jennifer Pepin, Nineveh Alkhas, Rene de Vera, Jason Licht, Scott Ollivierre, Charles Cassidy, Gary Gengel, David Langer, Michael Haas, Ian Conner, Jeffrey Tochner, Damara Chambers, Robert Blamires, Robert M. Katz and Jason Morelli of Latham & Watkins LLP, McMillan LLP, and Jason Gudofsky, Patrick M. Shea, Dominique Amyot-Bilodeau, André L. Baril, Kent Beattie, John W. Boscariol, Patrick Boucher, Marc Dorion, Elena Drouin, Gabriel Faure, Reena Goyal, Étienne Guertin, Marc-Alexandre Hudon, Raj Juneja, Kate McNeill-Keller, Hadrien Montagne, Matthew Pekofsky, Jocelyn Perreault, Joanna Rosengarten, Debbie Salzberger, Jacob Stone, Véronique Wattiez Larose, Gregory Winfiel and Sarah Woods of McCarthy Tétrault LLP, are serving as legal advisors. CIBC Capital Markets is serving as exclusive financial advisor to Resolute, and Steven J. Williams, Christopher J. Cummings, Lawrence G. Wee, Jason S. Tyler, Joshua H. Soven, Andre G. Bouchard, Jaren Janghorbani, Steven C. Herzog, Peter Jaffe, Lawrence I. Witdorchic, Claudine Meredith-Goujon, Brian Krause, Anne McGinnis, Peter E. Fisch, William J. O'Brien, Marta P. Kelly, Claudia R. Tobler of Paul, Weiss, Rifkind, Wharton & Garrison LLP, and Stikeman Elliott LLP are serving as legal advisors. CIBC Capital Markets acted as fairness opinion provider to the board of Resolute. D.F. King & Co, Inc acted as information agent to Resolute. D.F. King & Co, Inc. will be paid approximately $24,500 and will be reimbursed for specified out-of-pocket expenses. Resolute has agreed to pay CIBCWM a fee, a significant portion of which is contingent upon the closing of the merger, of approximately $20 million. As compensation for CIBCWM rendering a financial opinion to the Board, Resolute paid CIBCWM a fee equal to $1.5 million, which will be credited against the CIBCWM transaction fee payable if the merger is consummated. David A. Chaikof, Michael Horwitz, Mile T. Kurta, Thomas H. Yeo, John J. Tobin and David Mattingly of Torys LLP acted as legal advisor to Fairfax Financial Holdings Limited (TSX:FFH).