Rayonier Advanced Materials Inc. · NYSE:RYAM
Rayonier Advanced Materials — Merger or Acquisition (May 2017)
13 slides from Rayonier Advanced Materials's merger presentation, May 25, 2017
Slide 1: Rayonier Advanced Materials to Acquire Tembec
Exhibit 99.3 to Acquire May 25, 2017
Slide 2: Disclaimers
Disclaimers Forward-Looking Statements This document contains statements that are forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are subject to certain risks and
Slide 3: Compelling Strategic and Financial Rationale
Compelling Strategic and Financial Rationale A Diversified High Purity Cellulose, Packaging, Paper and Forest Products Company Complementary product offerings and Revenue: ~$2.0 billion technical capabilities across High Purity Cellulose grades Adjusted EBITDA: ~$400 million* Additional growth oppor
Slide 4: At a Glance
At a Glance Combination of Two Best-in-Class Organizations with Complementary Products Sales by Region Sales by Region 90 years as leading supplier Global leader in ether pulp of High Purity Cellulose Diversified forest products Other products Other manufacturer of 12% United 21% United China States
Slide 5: Transaction Summary
Transaction Summary $807 million Purchase Price, including approximately $487 million of net debt Tembec shareholders will have the right to elect to receive either (i) C$4.05 in cash or (ii) 0.2302 shares of RYAM common stock, for each common share Transaction Terms Elections subject to proration t
Slide 6: Maintain Solid Margins and Modest Leverage
Maintain Solid Margins and Modest Leverage in USD millions RYAM Tembec Synergies ProForma Revenue* $852 $1,131 $1,983 EBITDA * $220 $127 $50+ $397 Margin 26% 11% 20% Estimated Net Debt at $1,220 Closing Leverage before Synergies 3.5x Leverage after Synergies 3.1x In USD, USD/CAD exchange rate of 0.7
Slide 7: Compelling Synergies Drive Incremental Value
Compelling Synergies Drive Incremental Value SG&A/Public Company Costs Sales & Marketing General corporate cost Optimized sales channel 15% reductions 20% distribution Consolidation of duplicate Regional customer systems and spending alignment $50 million* Operational/Manufacturing 35% Supply Chain
Slide 8: Financing Overview
Financing Overview Acquisition financing consists of: $450 million fully committed bank financing, ~$365 million of cash on hand, and ~$110 million from new RYAM common shares issued to Tembecshareholders 8.4million of new RYAM shares to be issued Net Leverage expected to be 3.1x at closing after sy
Slide 9: Integrated and Complementary Businesses
Integrated and Complementary Businesses High Purity Cellulose Forest Products Packaging & Newsprint High-Yield Pulp Acetate Dimensional Lumber Ethers Packaging Framing Materials Mechanical Specialties Multiply Coated Board Wood Chips Hardwood Pulp Viscose Newsprint Fuel (Chips, Sawdust, (Maple & Asp
Slide 10: Diversified and Attractive Product Portfolio
Diversified and Attractive Product Portfolio RYAM Revenue * Commodity Pro Forma Revenue Pro Forma EBITDA & Other Other CS Pulp 20% 10% Acetate Pulp 11% Ether 7% 4%3% Pulp 28% 13% 63% 14% Acetate Pulp ~$2.0 ~$400 Tembec Revenue * billion million+ Other CS3% Commodity Pulp & Other 15% 12% Ether 10% Et
Slide 11: Expanded Global Presence
Expanded Global Presence Increases geographical diversity and mitigates currency risk Rayonier Advanced Materials Headquarters High PurityCellulose Plant Fiber Facility Marketing & Research Center Sales Office Tembec Headquarters SPF Lumber Facility High Purity Cellulose Facility Other Pulp Facility
Slide 12: Acquisition Broadens Opportunity
Acquisition Broadens Opportunity $50 million Complementary Leverage R&D Attractive Annual Run-Rate product mix expertise acquisition with Cost Synergies Production and across product significant scale Shared culture of Logistics Flexibility portfolio and compelling cost optimization Enhanced Securit
Slide 13: Combination Drives Successful Earnings Growth
Combination Drives Successful Earnings Growth Enhanced scale drives ability to execute growth strategy Superior capabilities in highpurity cellulose Diversified paper and forest products profile Expansion of cost transformation initiative Significant high return capital project opportunities Acceler
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