UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2010
ABITIBIBOWATER INC.
(Exact name of Registrant as Specified in Charter)
| Delaware | 001-33776 | 98-0526415 | ||
(State or other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
AbitibiBowater Inc. 1155 Metcalfe Street, Suite 800 Montreal, Quebec, Canada | H3B 5H2 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(514) 875-2160
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 7.01. | REGULATION FD DISCLOSURE. |
AbitibiBowater Inc. (the “Company”) announced on December 9, 2010 (the “emergence date”) that in connection with its and its affiliates’ emergence on that date from creditor protection proceedings under chapter 11 of the U.S. Bankruptcy Code and theCompanies’ Creditors Arrangement Act (Canada), as applicable, which we refer to collectively as the “creditor protection proceedings”, it would make certain initial distributions to unsecured creditors in the form of new shares of Company common stock on account of allowed or accepted creditor claims on or about December 17, 2010, which we refer to as the “initial distribution date”, or “IDD”. Accordingly, the Company wishes to furnish certain information relating to the Company and the distribution that has not been publicly disclosed. In this current report, we refer to the chapter 11 debtors’Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code and the CCAA debtors’CCAA Second Amended and Restated Plan of Reorganization and Compromise, in each case as amended and including all exhibits and supplements thereto, together as the “plans of reorganization”, and individually as the “chapter 11 plan of reorganization” and the “CCAA plan of reorganization”, respectively.
On the emergence date, the Company issued an aggregate of 97,134,954 shares of common stock, par value $0.001 per share, and reserved 9,020,960 shares of common stock for future issuance under the 2010 Long-Term Equity Incentive Plan. The Company expects to distribute on or about December 17, 2010 73,752,881 shares of common stock to the holders of unsecured claims as of the applicable distribution record date under the plans of reorganization on account of allowed unsecured creditor claims, and will hold the remaining 23,382,073 shares of common stock in reserve for the benefit of holders of disputed claims. Supplemental interim distributions of the shares held in reserve will be made by the Company to unsecured creditors in accordance with the terms of the plans of reorganization, as claims are allowed or accepted.
Summary of initial distribution by debtor
Chap. 11 debtor | Allowed claims as of the IDD ($1,000) | Disputed claims (reserves) (shares) | Shares distributed as of the IDD | Total shares available for distribution | Number of shares per $1,000 allowed claim as of the IDD | |||||||||||||||
AbitibiBowater Inc. | 387,356 | 23,521 | 117,778 | 141,299 | 0.304057 | |||||||||||||||
Abitibi-Consolidated Corporation | 2,783 | 182,491 | 6,936 | 189,427 | 2.492335 | |||||||||||||||
Abitibi-Consolidated Finance LP | 7,972 | 73,837 | 190,990 | 264,827 | 23.95648 | |||||||||||||||
Abitibi-Consolidated Sales Corporation | 1,431 | 588,757 | 3,538 | 592,295 | 2.471779 | |||||||||||||||
Alabama River Newsprint Company | 1,576 | 643 | 78 | 721 | 0.049488 | |||||||||||||||
Augusta Woodlands, LLC | — | 26 | — | 26 | — | |||||||||||||||
Bowater Alabama LLC | 6,611 | 213,263 | 47,728 | 260,991 | 7.219432 | |||||||||||||||
Bowater America Inc. | 127 | 296,225 | 1,265 | 297,490 | 9.977907 | |||||||||||||||
Bowater Incorporated | 2,401,552 | 14,068,801 | 35,891,531 | 49,960,332 | 14.945143 | |||||||||||||||
Bowater Newsprint South LLC | 21 | 141 | — | 141 | — | |||||||||||||||
Bowater Newsprint South Operations LLC | 6,227 | 32,096 | 23,299 | 55,395 | 3.741781 | |||||||||||||||
Bowater Nuway Inc. | 52 | 1,977 | 30 | 2,007 | 0.575321 | |||||||||||||||
Bowater Nuway Mid-States Inc. | 94 | 3,466 | 508 | 3,974 | 5.403816 | |||||||||||||||
Coosa Pines Golf Club Holdings LLC | — | 1,521 | — | 1,521 | — | |||||||||||||||
Donohue Corp. | 67 | 14,097 | 90 | 14,187 | 1.352662 | |||||||||||||||
Lake Superior Forest Products Inc. | — | 67 | — | 67 | — | |||||||||||||||
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The above table does not include the allowed amounts of the claims in respect of the 15.5% Senior Unsecured Notes (or the “exchange notes”). In full satisfaction of those claims, the Company will distribute 7,783,894 shares of common stock pursuant to the chapter 11 plan of reorganization and 4,439,680 shares of common stock pursuant to the CCAA plan of reorganization. The Company is also reserving an additional 1,051,772 shares for disputed claims relating to certain pre-petition supplemental executive retirement plans.
Affected Unsecured Creditor Class (as per CCAA plan of | Unsecured Claims Accepted as at the Initial Distribution (CDN$000’s) A | Unsecured Claims Reserve as at the Initial Distribution (CDN$000’s) B | Estimated Unsecured Claims Population Including Reserves as at the Initial Distribution (CDN$000’s) C=A+B | Shares Distributed as at the Initial Distribution D | Shares Reserved as at the Initial Distribution E | Total Shares to be Issued per the CCAA Plan (Schedules C & D of the CCAA Plan) F=D+E | Number of Shares per $1,000 of Accepted Claim to be Issued on the Initial Distribution Date D/A | |||||||||||||||||||||||||
ACI Affected Unsecured Creditor Class (note 1) | 3,434,074 | 780,803 | 4,214,877 | 3,583,134 | 814,695 | 4,397,829 | 1.04 | |||||||||||||||||||||||||
ACCC Affected Unsecured Creditor Class (note 1) | 3,460,412 | 444,440 | 3,904,852 | 18,165,317 | 2,333,074 | 20,498,391 | 5.25 | |||||||||||||||||||||||||
Saguenay Forest Products Affected Unsecured Creditor Class (note 1) | 5,458 | 60,119 | 65,577 | 495 | 5,452 | 5,947 | 0.09 | |||||||||||||||||||||||||
BCFPI Affected Unsecured Creditor Class | 349,079 | 334,490 | 683,569 | 3,495,598 | 3,349,508 | 6,845,106 | 10.01 | |||||||||||||||||||||||||
AbitibiBowater Canada Affected Unsecured Creditor Class | — | 71,925 | 71,925 | — | 2 | 2 | — | |||||||||||||||||||||||||
Bowater Maritimes Affected Unsecured Creditor Class | 1,322 | 62,656 | 63,978 | 926 | 43,880 | 44,806 | 0.70 | |||||||||||||||||||||||||
ACNSI Affected Unsecured Creditor Class (note 1) | — | 55,797 | 55,797 | 46,882 | 46,882 | |||||||||||||||||||||||||||
Office Products Affected Unsecured Creditor Class (note 1) | 431 | 56,369 | 56,800 | 15 | 1,940 | 1,955 | 0.03 | |||||||||||||||||||||||||
Recycling Affected Unsecured Creditor Class (note 1) | 196 | 55,797 | 55,993 | 1 | 276 | 277 | 0.01 | |||||||||||||||||||||||||
15.5% Senior Unsecured Notes | 371,480 | — | 371,480 | 4,439,680 | — | 4,439,680 | 11.95 | |||||||||||||||||||||||||
| 29,685,166 | 6,595,709 | 36,280,875 | ||||||||||||||||||||||||||||||
Note 1: Unsecured Claims Accepted as at the initial
distribution date excludes the 15.5% Senior Unsecured Notes (exchange notes)
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Summary of initial distribution by public bond
| Shares of new common stock (CUSIP 003687 20 9) | ||||||||||||||||||
ISSUE DESCRIPTION | Cusip | Trustee or TA | TOTAL principal | TOTAL new stock | Stock per $1,000 of principal | |||||||||||||
7.4% Debentures due 2018 | 003924AB3 | Computershare (Montreal) | 100,000,000 | 795,126 | 7.951260 | |||||||||||||
7.5% Debentures due 2028 | 003924AC1 | Computershare (Montreal) | 250,000,000 | 1,988,857 | 7.955428 | |||||||||||||
10.50% Senior Notes (Series B) | 102214AB9 | Computershare (Montreal) | 20,400,000 | 256,876 | 12.591961 | |||||||||||||
6.0% Notes due 2013 | 003669AC2 | Deutsche Bank | 350,000,000 | 2,727,329 | 7.792369 | |||||||||||||
7.75% Notes due 2011 | 003669AF5 | Deutsche Bank | 200,000,000 | 1,568,813 | 7.844065 | |||||||||||||
Floating Rate Notes due 2011 | 003669AG3 | Deutsche Bank | 200,000,000 | 1,556,219 | 7.781095 | |||||||||||||
8.375% Senior Notes due 2015 | 003669AJ7 | Deutsche Bank | 450,000,000 | 3,596,327 | 7.991838 | |||||||||||||
7.875% Senior Notes | 003672AA0 | Deutsche Bank | 7,842,000 | 251,926 | 32.125223 | |||||||||||||
8.5% Senior Unsecured Note due 2029 | 003924AD9 | Deutsche Bank | 250,000,000 | 1,945,120 | 7.780480 | |||||||||||||
8.55% Senior Unsecured Note due 2010 | 003924AG2 | Deutsche Bank | 395,000,000 | 3,073,608 | 7.781286 | |||||||||||||
8.85% Senior Unsecured Note due 2030 | 003924AH0 | Deutsche Bank | 450,000,000 | 3,503,757 | 7.786127 | |||||||||||||
9.0% Debentures | 102183AC4 | HSBC | 248,092,000 | 3,777,291 | 15.225364 | |||||||||||||
9.375% Debentures | 102183AEO | HSBC | 200,000,000 | 3,073,763 | 15.368815 | |||||||||||||
9.50% Debentures | 102183AG5 | HSBC | 125,000,000 | 1,956,183 | 15.649464 | |||||||||||||
6.50 % Notes | 102183AK6 | HSBC | 400,000,000 | 6,098,693 | 15.246733 | |||||||||||||
Floating Rate Notes (2010) | 102183AL4 | HSBC | 234,420,000 | 3,516,723 | 15.001804 | |||||||||||||
7.75% Revenue Bonds | 56041HAA3 | HSBC | 62,000,000 | 929,591 | 14.993403 | |||||||||||||
7.625% Revenue Bonds | 582359AC9 | HSBC | 30,000,000 | 452,011 | 15.067033 | |||||||||||||
7.40 % Revenue Bonds (2022) | 582361AA9 | HSBC | 39,500,000 | 606,715 | 15.359873 | |||||||||||||
7.40 % Revenue Bonds (2010) | 986476AR0 | HSBC | 3,250,000 | 49,620 | 15.267692 | |||||||||||||
8.0% Convertible Notes | 003687AA8 | Law Debenture | 387,304,167 | 5,906,078 | 15.249198 | |||||||||||||
15.5% Senior Notes | 003669AK4 | Wilmington | 292,969,000 | 12,223,574 | 41.723097 | |||||||||||||
10.85% Debentures | 05356KAB0 | Computershare | 125,000 | 1,303,029 | 10.424232 | |||||||||||||
7.95 % Notes | 102175AB2 | Wilmington Trust | 600,000,000 | 9,264,120 | 15.440200 | |||||||||||||
The information contained in this current report is furnished pursuant to Item 7.01 of Form 8–K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this report shall not be incorporated by reference into any registration statement or any other document filed pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. By filing this report and furnishing the information contained herein the Company makes no admission as to the materiality of any such information.
3
Forward-Looking Statements
Statements in this current report that are not reported financial results or other historical information of the Company are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. They include, for example, statements related to the timing and amount of the expected initial distributions of shares of Company common stock to unsecured creditors in connection with the Company’s emergence from the creditor protection proceedings. Forward-looking statements may be identified by the use of forward-looking terminology such as the words “should,” “would,” “could,” “will,” “may,” “expect,” “believe,” “anticipate,” “attempt” and other terms with similar meaning indicating possible future events or potential impact on our business or the Company’s shareholders.
The reader is cautioned not to place undue reliance on these forward-looking statements, which are not guarantees of future performance. These statements are based on management’s current assumptions, beliefs and expectations, all of which involve risks and uncertainties that could cause actual results to differ materially. The potential risks and uncertainties that could cause the timing or amounts of distributions discussed in this current report to differ materially from those expressed or implied herein include: risks and uncertainties associated with the creditor protection proceedings, including limitations against debtors in connection therewith, the values, if any, that will be assigned to our various pre-petition liabilities and securities and the implementation of the plans of reorganization, as further described in our quarterly report on Form 10-Q filed with the United States Securities and Exchange Commission (“SEC”) on November 15, 2010.
All forward-looking statements in this current report are expressly qualified by the cautionary statements contained or referred to in this section and in our other filings with the SEC and the Canadian securities regulatory authorities. We disclaim any obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| ABITIBIBOWATER INC. | ||
| By: | /s/ Jacques P. Vachon | |
| Name: | Jacques P. Vachon | |
| Title: | Senior Vice President, Corporate Affairs and Chief Legal Officer | |
Dated: December 15, 2010
