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Rayonier Advanced Materials Issues Statement Regarding Letter from Chatham Asset Management

JACKSONVILLE, Fla. (News release) -- Rayonier Advanced Materials Inc. issued the following statement 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.

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