RESOLUTE FOREST PRODUCTS INC.
March 3, 2014
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Resolute Forest Products Inc. |
| Registration Statement on Form S-4 |
| Filed on March 3, 2014 |
Ladies and Gentlemen:
This letter is being submitted by Resolute Forest Products Inc. (the “Company”), in connection with the Company’s filing today of the above-referenced Registration Statement on Form S-4 (the “Registration Statement”). The Registration Statement has been filed with respect to the Company’s offer to exchange (the “Exchange Offer”) its currently outstanding 5.875% Senior Notes due 2023 (the “Outstanding Notes”) with new 5.875% Senior Notes due 2023 (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”).
The Company is registering the Exchange Offer in reliance on the position of the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission enunciated inExxon Capital Holdings Corporation(available May 13, 1988),Morgan Stanley & Co., Inc.(available June 5, 1991), andShearman & Sterling(available July 2, 1993). In connection therewith, the Company represents that:
| (A) | It has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and to the best of the Company’s information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Company will make each person participating in the Exchange Offer aware (through the prospectus included in the Registration Statement or otherwise) that since the Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the Exchange Notes to be acquired in the Exchange Offer (1) cannot rely on the Staff position enunciated inExxon Capital Holdings Corporation,Morgan Stanley & Co., Inc., Shearman & Sterlingor similar letters and (2) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. |
| (B) | The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K. |
| (C) | With respect to any broker-dealer that participates in the Exchange Offer with respect to Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, each such broker-dealer must confirm to the Company that it has not entered into any arrangement or understanding with the Company or any of its affiliates to distribute the Exchange Notes. |
| (D) | The Company will make each person participating in the Exchange Offer aware (through the prospectus included in the Registration Statement or otherwise), that any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes. |
| (E) | The Company will include in the Letter of Transmittal for the Exchange Offer a provision providing if the exchange offeree is a broker-dealer holding outstanding notes acquired for its own account as a result of market-making activities or other trading activities, such offerree acknowledges it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes received in respect of the Outstanding Notes pursuant to the Exchange Offer. |
Please direct any further questions or comments you may have regarding the Registration Statement or this supplemental letter to me at(514) 875-2515 or our counsel, Patrick W. Macken of Troutman Sanders LLP, at (404) 885-3136.
Sincerely,
Resolute Forest Products Inc.
/s/ Jacques P. Vachon
Jacques P. Vachon
Senior Vice President and Chief Legal Officer
| cc: | Patrick W. Macken, Troutman Sanders LLP |
