[The next page is the signature page.]
Exhibit 10.1
EXECUTION VERSION
July 23, 2017
Rayonier Advanced Materials Inc.
1301 Riverplace Blvd. Suite 2300
Jacksonville, FL 33207
Dear Sirs/Madams:
Re: Support and Voting Agreement
Oaktree Value Equity Fund, L.P. (“VEF”) and Oaktree Value Equity Fund-SP, L.P. (“VEF-SP”, together with VEF, the “Shareholder”), understands that you and Tembec Inc. (the “Corporation”) are parties to an arrangement agreement dated May 24, 2017 as amended by an amending agreement dated the date hereof pursuant to which the Per Share Cash Amount is increased from C$4.05 to C$4.75 and the Exchange Ratio is increased from 0.2302 to 0.2542 (subject to proration such that 66.8% of the outstanding common shares of the Corporation (“Common Shares”) entitled to receive the Consideration receive the Per Share Cash Amount and 33.2% receive the Per Share Stock Consideration) (the “Arrangement Agreement”) contemplating an arrangement (the “Arrangement”) of the Corporation pursuant to Section 192 of the Canada Business Corporations Act, the result of which shall be your acquisition of all the Common Shares. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Arrangement Agreement.
The Shareholder will have the right to terminate this letter agreement in the event that, without the Shareholder’s prior written consent, the Arrangement Agreement is amended to reduce or adversely change the consideration to be received by holders of Common Shares or is amended in any other respect that is adverse to the Shareholder.
The Shareholder hereby agrees that from the date hereof until the earlier of the date on which (i) the parties hereto agree otherwise in writing, (ii) the Shareholder terminates this letter agreement in accordance with the prior paragraph, (iii) the Arrangement Agreement is terminated in accordance with its terms, or (iv) the Outside Date occurs:
| (a) | to vote or to cause to be voted all Common Shares which the Shareholder is entitled to vote as of the record date of the Company Special Meeting (the “Holder Securities”) (which the Shareholder hereby represents constitute 19,642,500 Common Shares), and any other securities directly or indirectly acquired by or issued to them after the date hereof, and to provide confirmation of such votes, (i) in favour of the Arrangement and any other matter necessary for the consummation of the Arrangement at the meeting of shareholders of the Corporation held to consider it or any adjournment thereof and (ii) against any proposed action or agreement which would impede, interfere with, delay or otherwise adversely affect the consummation of the Arrangement; |
| (b) | to the full extent practicable, if requested by you, acting reasonably, to deliver or to cause to be delivered to the Corporation, duly executed proxies or voting instruction forms, as applicable, in your favour or in favour of the Corporation, such proxies instructing the holder thereof to vote in favour of the Arrangement; |
| (c) | (i) to solicit proxies (A) from persons whom the Shareholder has previously solicited proxies in respect of the Arrangement Resolution pursuant to Section 9.2(2) of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) and (B) pursuant to Section 9.2(4) of NI 51-102, in each case in favor of the approval of the Arrangement Resolution and (ii) not to solicit proxies or become a participant in a solicitation in opposition to, or competition with, the Arrangement Agreement or act jointly or in concert with others with respect to voting securities of the Corporation for the purpose of opposing or competing with you in connection with the Arrangement Agreement; |
| (d) | not to exercise any rights to dissent in connection with the Arrangement; |
| (e) | not to take any action which would materially adversely affect the success of the Arrangement; and |
| (f) | not to, directly or indirectly, make or participate in or take any action that would reasonably be expected to result in an Company Acquisition Proposal, or engage in any discussion, negotiation or inquiries relating thereto or accept any Company Acquisition Proposal. |
Until the date of the Final Order, the Shareholder hereby agrees not to, directly or indirectly, sell, transfer, gift, exchange, tender, pledge or assign or agree to sell, transfer, gift, exchange, tender, pledge or assign any of the Holder Securities or any interest therein, without your prior written consent.
The Shareholder hereby represents and warrants that it has the right to vote and sell all of the Holder Securities.
The Shareholder irrevocably and unconditionally consents to the details of this letter agreement being made publicly available as may be required pursuant to applicable Law. Without limiting the foregoing, the Shareholder (a) shall announce the nature and commitments of its obligation hereunder and its support for the Arrangement by means of a press release (which shall be subject to your approval acting reasonably) issued promptly following entry into this letter agreement and (b) consents to and authorizes the publication and disclosure by you and the Corporation of (i) its identity and holding of Holder Securities, the nature of its commitments and obligations under this letter agreement and its support for the Arrangement and (ii) any other information that you or the Corporation reasonably determines is required to be disclosed by applicable Law (provided that if such information relates to Oaktree Capital Management, L.P., the Shareholder, this letter agreement or the discussions between the parties hereto, no such disclosure shall be made without the Shareholder’s approval, acting reasonably), in each case in any press release or any other disclosure document in connection with the Arrangement and any transactions contemplated by the Arrangement Agreement.
This letter agreement shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein.
If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the undersigned, upon which this letter as so accepted shall constitute an agreement among us.
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IN WITNESS THEREOF, the undersigned have executed this letter agreement as of the date first written above.
| OAKTREE VALUE EQUITY FUND, L.P., by its General Partner, OAKTREE VALUE EQUITY FUND GP, L.P., by its General Partner, OAKTREE VALUE EQUITY FUND GP LTD., by its Director, OAKTREE CAPITAL MANAGEMENT, L.P. | ||
| By: | /s/ Patrick McCaney | |
| Name: Patrick McCaney | ||
| Title: Managing Director | ||
| /s/ Brian Price | ||
| Name: Brian Price | ||
| Title: Vice President | ||
| OAKTREE VALUE EQUITY FUND-SP, L.P., by its General Partner, OAKTREE VALUE EQUITY FUND-SP GP, L.P., by its General Partner, OAKTREE CAPITAL MANAGEMENT, L.P. | ||
| By: | /s/ Patrick McCaney | |
| Name: Patrick McCaney | ||
| Title: Managing Director | ||
| /s/ Brian Price | ||
| Name: Brian Price | ||
| Title: Vice President | ||
Accepted and agreed on this 23rd day of July, 2017.
| Rayonier Advanced Materials Inc. | ||
| Per: | /s/ Paul G. Boynton | |
| Name: Paul G. Boynton | ||
| Title: Chairman, President and CEO | ||
[Signature Page to Support and Voting Agreement]
