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Wed, Feb 8, 2023 08:28
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RYAM Announces Private Offering of $325 Million of Senior Secured Notes

JACKSONVILLE, Fla. (News release) -- Rayonier Advanced Materials Inc. announced that its wholly owned subsidiary, Rayonier A.M. Products Inc. (the "Company"), has commenced a private offering (the "Offering") of $325 million aggregate principal amount of senior secured notes due 2028 (the "Notes"), subject to market and other conditions. If the Offering is consummated, the Company intends to use the net proceeds from the sale of the Notes, together with cash on hand, to redeem in full its senior unsecured notes due 2024 (the "2024 Notes").

The Notes will be guaranteed on a senior secured basis, jointly and severally, by RYAM and certain of RYAM's wholly owned restricted subsidiaries organized in the United States and Canada.

The Offering will be made only to persons reasonably believed to be "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes will be subject to restrictions on transferability and resale and may not be transferred or resold, except in compliance with the registration requirements of the Securities Act or pursuant to an exemption therefrom and in compliance with other applicable securities laws. The Notes will not be registered under the Securities Act or any state or other 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.

No Offer or Solicitation

This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful. The Offering is made only by, and pursuant to, the terms set forth in the related offering memorandum. The Offering is not being made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

This press release does not constitute an offer to purchase, the solicitation of an offer to purchase or a notice of redemption for the 2024 Notes. Any such notice will be made separately pursuant to and in accordance with the terms of the indenture governing the 2024 Notes.

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