Rayonier Advanced Materials Inc. (NYSE: RYAM) (the “Company”) announced today that it has entered into an accelerated share repurchase (“ASR”) agreement with JPMorgan Chase Bank, National Association (“JPMorgan”), to repurchase an aggregate of $25 million of the Company’s common stock. The ASR is being implemented under the Company’s share repurchase authorization of up to $100 million, which was announced in February of 2018.
“This ASR is consistent with our disciplined and balanced capital allocation strategy for our significant free cash flow,” said Paul G. Boynton, Chairman, President and Chief Executive Officer. “Upon completion of the ASR, we will have repurchased a total of $40 million of the $100 million repurchase authorization provided by our Board.”
Approximately 1.5 million shares of the Company’s common stock to be repurchased under the transaction will be received by the Company on November 13, 2018. The final number of shares to be repurchased will be based on the average of the daily volume-weighted average prices of the Company’s common stock during the term of the transaction, less a discount and subject to adjustments pursuant to the terms of the ASR agreement, and is expected to be completed prior to or during the first quarter of 2019. At settlement, under certain circumstances, JPMorgan may be required to deliver additional shares of common stock to the Company, or, under certain circumstances, the Company may be required to deliver shares of its common stock or may elect to make a cash payment to JPMorgan.
The ASR agreement contains customary terms for these types of transactions, including the mechanisms to determine the number of shares or the amount of cash that will be delivered at settlement, the required timing of delivery upon settlement, the specific circumstances under which adjustments may be made to the transactions, the specific circumstances under which the transactions may be cancelled prior to the scheduled maturity and various acknowledgements, representations and warranties made by the Company and JPMorgan to one another.