Item 8.01 Other Events.


Notes Offering

On January 20, 2021, Resolute Forest Products, Inc. (the "Company"), issued a press release announcing that it has priced $300 million aggregate principal amount of 4.875% senior notes due 2026 (the "Notes") at an issue price of 100.000%. The Notes will be unsecured and will be guaranteed by all of the Company's material wholly owned U.S. subsidiaries. The closing of the offering is expected to occur on February 2, 2021, and is subject to customary closing conditions. The net proceeds from the Offering, together with cash on hand and/or borrowings under the Company's senior secured asset-based revolving credit facility and/or the Company's senior secured credit facility, will be used to redeem all of the outstanding $375 million aggregate principal amount of its 5.875% senior notes due 2023, at a price of 100% of the aggregate principal amount thereof, plus interest to, but not including, the redemption date, which is expected to be February 18, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act.

The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to purchase the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.       Document Description

 99.1         Press Release dated January 20, 2021.

  104       Cover Page Interactive Data File (embedded within the InLine XBRL
            document).

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