Board determines that Chatham proposal is not in the best interest of the Company and its stockholders

Rayonier Advanced Materials Inc. (NYSE:RYAM) (the “Company”) issued the following statement today in response to the March 17, 2022 letter from Chatham Asset Management, LLC (“Chatham”) sent to the independent members of Company’s Board of Directors.

On March 15, 2022, Chatham provided a term sheet proposing that the Company refinance the Company’s 5.5% Senior Notes maturing in June 2024 (the “Senior Notes”). The Company responded on March 16, 2022, that it was reviewing the term sheet and would issue a response. On March 17, 2022, Chatham publicly released a letter addressed to the independent members of the Board of Directors expressing concern that management was not taking action quickly enough. Chatham purports in its letter that it also owns 72% (approximately $266 million) of the Senior Notes, 11% (approximately $52 million) of the Senior Secured Notes due January 2026, and 6.3% of the Company’s common stock.

Following a thorough review and in consultation with multiple advisors, the Company’s Board of Directors has determined that Chatham’s proposal is not in the best interest of the Company and its stockholders. The proposal contemplates, among other things, that the Company (i) would immediately purchase $35 million of Senior Notes from Chatham, (ii) exchange approximately $300 million of the Company’s 5.5% Senior Notes for new 5-year second lien notes with an effective yield of 11.3% per annum, and (iii) redeem the remaining $35 million of Senior Notes at par at or prior to their maturity. The result of the contemplated transactions would be for the Company to use a substantial portion of its cash, including a significant payment to Chatham and to exchange 5.5% notes for notes with a much higher coupon. With over two years until the next significant debt maturity and in light of its current liquidity position, the Company is 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 at the appropriate time to execute on that objective.

“The Board of Directors and management team regularly solicit and welcome constructive input from the Company’s investors. To this end, the management team has engaged in several discussions with representatives of Chatham and promptly relayed its perspectives and requests to the Board of Directors,” stated DeLyle W. Bloomquist, Independent Chair of the Board of Directors. “While Chatham itself would stand to benefit significantly from implementation of its proposals, such transactions would be detrimental to the Company and its other investors. Therefore, these transactions are not in the best interest of the Company and its stockholders.”

As stated on its February earnings call, the Company expects a challenging start to the year as it manages through extraordinary inflation costs and supply chain constraints along with extensive maintenance outages to make reliability-enhancing investments in its core assets; however, the Company remains committed to delivering improved EBITDA for the full year 2022. These anticipated business improvements are core to the Company’s refinancing strategy. The Company is strongly committed to a disciplined and balanced capital allocation approach to further improve its capital structure. It is focused on using its cash balances toward investments in reliability and value-enhancing strategic projects, such as the previously announced bioethanol G2 facility in France, which will be financed with low-cost green loans. The Company expects that these investments will provide both immediate and sustainable benefits for its business. The Company also has flexibility to deploy cash balances to opportunistically repay debt; however, the Company believes its current liquidity position is an asset that provides incremental optionality for a holistic refinancing of the Senior Notes at a time when market conditions are more favorable. The Company will continue to closely monitor the capital markets for opportunities to address its 2024 maturities and further strengthen its capital structure. As always, the Company is committed to taking decisive action at the appropriate time in the best interests of the Company and its stockholders

About Rayonier Advanced Materials

Rayonier Advanced Materials is a global leader of cellulose-based technologies, including high purity cellulose specialties, a natural polymer commonly found in filters, food, pharmaceuticals and other industrial applications. The Company also manufactures products for paper and packaging markets. With manufacturing operations in the U.S., Canada and France, Rayonier Advanced Materials employs just over 2,500 people and generates approximately $1.4 billion of revenues. More information is available at www.rayonieram.com.

Forward-Looking Statements

Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Rayonier Advanced Materials’ or future or expected events, developments or financial or operational performance or results, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as "may," "will," "should," "expect," "estimate," "believe," "intend," "anticipate" and other similar language. However, the absence of these or similar words or expressions does not mean that a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties.

Other important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements that may have been made in this document are described or will be described in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Rayonier Advanced Materials assumes no obligation to update these statements except as is required by law.

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