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Management Side
Rayonier Advanced Materials Comments on Letter from Chatham Asset Management

JACKSONVILLE, Fla. (News release) -- Rayonier Advanced Materials Inc. issued the following statement in response to Chatham Asset Management LLC's ("Chatham") open letter to stockholders:

The Rayonier Board of Directors is committed to acting in the best interest of its stockholders and has a track record of stockholder engagement. The Company's management team has attempted to engage constructively with Chatham regarding the refinancing of the Company's Senior Notes due in 2024, in which Chatham purports to hold a 75 percent stake. The Company has held multiple discussions to hear Chatham's perspectives and requests and has promptly relayed these to the Board of Directors. Chatham has pushed for a refinancing proposal that the Board, in consultation with multiple advisors, thoroughly reviewed and determined is not in the best interest of the Company and its stockholders. The Company continues to be confident in its ability to obtain refinancing on terms that are significantly more attractive than those offered by Chatham, and the Company is prepared to opportunistically take action against that objective at the appropriate time and well in advance of the maturity.

The Board of Directors do not believe a withhold vote is in the best interest of all stockholders. RYAM has a highly qualified, diverse Board of Directors that is actively engaged in overseeing the execution of the Company's strategic initiatives to drive profitable growth and deliver enhanced value to its stockholders. The Board is also committed to regular refreshment and has appointed five new directors since 2018, representing a refreshment rate of 50 percent over that period and an overall average tenure of less than six years.

The Company is keenly focused on generating greater stockholder value. The Board and management team recognize recent business challenges and are executing a plan to deliver profitable growth and greater value to its stockholders. Over the past year, the Company completed its portfolio optimization, divesting the balance of its non-strategic assets and repaying a significant amount of debt. This enables the Company to apply its full focus on the strategic positioning, optimization, efficiency and reliability of its four world-class biorefineries. Further to this strategy, the Company recently added new talent to its leadership team, including its new President and CEO, Vito Consiglio and Senior Vice President of High Purity Cellulose, Joshua Hicks. In addition to timely addressing its capital structure, the Company is keenly focused on advancing various other initiatives to grow stockholder value, including leveraging and investing in its core assets, obtaining fair value for its product offerings, expanding its bio-based solutions, and enhancing efforts to manage inflationary and supply chain challenges.

The Board of Directors continues to recommend stockholders vote "FOR" its three highly qualified nominees at the upcoming 2022 Annual Meeting, which is scheduled for May 16, 2022. Thomas Morgan has public company CEO experience and a deep understanding of global supply chain management; Lisa Palumbo brings decades of legal experience with international public and private companies; and Ivona Smith has significant financial, capital markets, restructuring and accounting experience.

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