Rayonier Advanced Materials Inc. acquires Tembec Inc.

On November 20, 2017, Rayonier Advanced Materials Inc. (Rayonier AM), a Florida-based leading global supplier of high purity cellulose, announced it had completed its friendly acquisition of Tembec Inc. (Tembec), a Québec forestry firm, for approximately US$962 million. The transaction, as originally proposed, was opposed by Oaktree Capital Management Inc. (Oaktree), whose funds beneficially owned 19.9 per cent of Tembec. The value of the consideration was ultimately increased by 17 per cent and Oaktree agreed to support the revised transaction. The revised transaction was carried out by way of a court-approved plan of arrangement. 

Rayonier AM was represented in Canada by McCarthy Tétrault LLP with a team led by Clemens Mayr and Hadrien Montagne, that included Louis-Charles Filiatrault, Konstantin Sobolevski, Martin Thiboutot, Anastassia Chtaneva, Thomas Étienne and Xin Gao (M&A), Nathalie Gagnon and Diana Theophilopoulos (labour & employment), Cindy Vaillancourt (environment), Oliver Borgers, Dominic Thérien and Jonathan Bitran (competition/antitrust), Mary Pagonis (real property), Simon Potter, Marc Dorion, Jean Charest, François Giroux, George Vegh and Marc-Alexandre Hudon (regulatory/court approval), and Christian Meighen, Marie-Soleil Landry, Lorraine Allard, Andrew Haikal and Quentin Lageix (tax). Rayonier AM was represented in the United States by David Lam, Iliana Ongun and Kathleen Iannone (M&A), and Michael Benn and Benjamin Arfa (financing) of Wachtell, Lipton, Rosen & Katz; and in Europe by Xavier Doumen, Alexandra Tuil and Marion Salus of Hogan Lovells (Paris) LLP

Tembec was represented in Canada by Pierre-Yves Leduc, Amy Chao, David Tardif, Aniko Pelland, Marc-William Carrothers, Valérie Trudeau and Charles Ouimet (M&A), Jeffrey Brown and Michael Laskey (competition), Franco Gadoury and Adam Drori (tax), and Howard Rosenoff and Léa Bénitah-Bouchard (financing) of Stikeman Elliott LLP; in the United States by Ted Lacey, Kimberly Petillo-Décossard, Ross Sturman, Joseph Rosati, Elai Katz, Glenn Jr. Waldrip, Mark Gelman of Cahill Gordon & Reindel LLP; in Europe by Alec Burnside, Marjolein De Backer, Nicola Mariani of Dechert LLP; and in China by Natalie Yeung and Paddy Law of Slaughter and May.

Oaktree was represented by Patricia Olasker, Steven Harris and Geoff Rawle (M&A) of Davies Ward Phillips & Vineberg LLP.

Norton Rose Fulbright advised Bank of America, the lenders to Rayonier with a team that included Michele Friel, Peter Wiazowski and Amanda Plastina.