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RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER NOVEMBER 17, 2015 RICHARD GARNEAU President & CEO JO-ANN LONGWORTH SVP & CFO

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Page 1: RICHARD GARNEAU President & CEO JO-ANN LONGWORTH SVP … · RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER 1. Source: RISI (June 2015) • Tissue demand expected to grow

RESOLUTE GROWS

INTO TISSUE WITH

ACQUISITION OF

ATLAS PAPER

NOVEMBER 17, 2015

RICHARD GARNEAU

President & CEO

JO-ANN LONGWORTH

SVP & CFO

Page 2: RICHARD GARNEAU President & CEO JO-ANN LONGWORTH SVP … · RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER 1. Source: RISI (June 2015) • Tissue demand expected to grow

Statements in this presentation that are not reported financial results or other historical information of Resolute Forest Products Inc. are “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995. They include, for example, statements relating to Resolute’s: expected

benefits of the acquisition; cost savings and growth potential; business and operating outlook; assessment of market conditions; prospects, growth strategies

and the industry in which it operates; and strategies for achieving its goals generally. Forward-looking statements may be identified by the use of forward-

looking terminology such as the words “should,” “would,” “could,” “will,” “may,” “expect,” “believe,” and other terms with similar meaning indicating possible

future events or potential impact on the company’s business or Resolute’s shareholders.

The reader is cautioned not to place undue reliance on these forward-looking statements, which are not guarantees of future performance. These statements

are based on management’s current assumptions, beliefs and expectations, all of which involve a number of business risks and uncertainties that could cause

actual results to differ materially. The potential risks and uncertainties that could cause Resolute’s actual future financial condition, results of operations and

performance to differ materially from those expressed or implied in this presentation include, but are not limited to, the possible failure to successfully integrate

the businesses of Resolute and Atlas Paper or that such integration may be more difficult, time-consuming or costly than expected; expected benefits from the

acquisition may not be fully realized or realized within the expected time frame; revenues following the acquisition may be lower than expected; operating costs,

customer loss and business disruption, including difficulties in maintaining relationships with employees, customers, clients or suppliers, may be greater than

expected following the acquisition; developments in alternative media, which are expected to adversely affect the demand for some of Resolute’s key products;

any additional closure costs and long-lived asset impairment or accelerated depreciation charges; currency fluctuations; global economic conditions; intense

competition in the forest products industry; negative publicity, even if unjustified; the highly cyclical nature of the forest products industry; contributions to its

Canadian pension plans at levels higher than expected; the terms of outstanding indebtedness, which could restrict current and future operations; Resolute’s

ability to maintain adequate capital resources to provide for all of its substantial capital requirements; any inability to successfully implement its strategies to

increase earnings power; changes in laws or regulations, including environmental regulations; future regulation of Canadian softwood lumber exports to the

United States; countervailing duties or cash deposit requirements; any difficulties in obtaining wood fiber at favorable prices, or at all; changes in the cost of

purchased energy and other raw materials; changes in political or economic conditions in Canada, the United States or other countries in which Resolute

products are manufactured or sold; physical and financial risks associated with climate change; labor disputes; extreme weather conditions or natural or man-

made disasters; cyber security risks; acquisitions, divestitures or other strategic transactions Resolute may pursue; and the potential risks and uncertainties set

forth under the heading “Risk Factors” in Part 1, Item 1A of Resolute’s annual report on Form 10-K for the year ended December 31, 2014 and in Part II, Item

1A of Resolute’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2015.

All forward-looking statements in this presentation are expressly qualified by the cautionary statements contained or referred to above and in Resolute’s filings

with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities. Resolute disclaims any obligation to publicly update or

revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

CAUTIONARY STATEMENTS

REGARDING FORWARD-LOOKING

INFORMATION

RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER November 17, 2015 2

Page 3: RICHARD GARNEAU President & CEO JO-ANN LONGWORTH SVP … · RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER 1. Source: RISI (June 2015) • Tissue demand expected to grow

• Atlas Paper Mills is a leading manufacturer of

at-home and away-from home tissue products

• Offers range of products – Branded & private label / recycled & virgin paper grades

– Covers premium, value & economy quality tiers

• Operations – Three tissue machines

►65,000 st of capacity

– 14 converting lines

– Paper recycling facility

• Strategic fit for Resolute and for Atlas Paper

RESOLUTE BUYS ATLAS PAPER

Synergistic & integrative tissue acquisition

RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER November 17, 2015 3

Page 4: RICHARD GARNEAU President & CEO JO-ANN LONGWORTH SVP … · RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER 1. Source: RISI (June 2015) • Tissue demand expected to grow

• Resolute is uniquely positioned to generate synergies – Optimize Atlas Paper’s pulp supply using our U.S.-based pulp

network

– Move to realize opportunities around excess converting capacity

• Success factor for Calhoun tissue expansion – Leverage know-how and expertise of experienced tissue

manufacturing, sales and management teams

• Provides immediate exposure to the tissue market – Combined entity will have a broader and more versatile tissue

product offering

– Accesses Atlas Paper’s customer and sales agency relationships

• Provides financial strength and commitment to tissue

STRATEGIC BENEFITS

A significant shift for Resolute

RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER November 17, 2015 4

Page 5: RICHARD GARNEAU President & CEO JO-ANN LONGWORTH SVP … · RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER 1. Source: RISI (June 2015) • Tissue demand expected to grow

NA TISSUE CAPACITY

Resolute will be key tissue player by 2017

RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER

Source: RISI, Company filings1. Pro forma for the acquisition of Wausau Paper announced on October 13, 2015 2. Pro forma for 66k short tons of capacity from Calhoun and 65k short tons of capacity from Atlas Paper transaction

125

--

500

1,000

1,500

2,000

2,500

3,000

Capacity

(st)

Atlas Paper Mills 65,000

RFP Calhoun (2017) 66,000

RFP Tissue segment 131,000

November 17, 2015 5

1 2

Page 6: RICHARD GARNEAU President & CEO JO-ANN LONGWORTH SVP … · RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER 1. Source: RISI (June 2015) • Tissue demand expected to grow

TISSUE INDUSTRY DYNAMICS

RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER

1. Source: RISI (June 2015)

• Tissue demand

expected to grow at

an annual CAGR of

1.3% from 2015-

2019 (1)

• Capacity driven by

quality upgrades

(e.g., TAD and NTT

technologies), new

product launches

and marketing

North American Tissue Demand & Capacity Utilization

Commentary

9.19.3

9.49.5

9.79.8

9.910.1

10.2

94%

96%

94% 94% 93%

92% 92% 93% 93%

2011A 2012A 2013A 2014A 2015E 2016E 2017E 2018E 2019E

North American Demand Capacity Utilization

(million tons)

NA tissue demand continues to show stable & consistent growth

November 17, 2015 6

Page 7: RICHARD GARNEAU President & CEO JO-ANN LONGWORTH SVP … · RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER 1. Source: RISI (June 2015) • Tissue demand expected to grow

ATLAS PAPER OVERVIEW

RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER

Operations Footprint Manufacturing Capabilities

PaperMaking

Converting

MIAMI

ORLANDO

TAMPA

PaperMaking

Converting

Recycling

Grades:

Capacity:

Recycled (Bath Tissue)

2 Paper Machines, 36k tons

Grades:

Capacity:

Recycled & Virgin (Bath Tissue, Napkin, Towel)

1 Paper Machine, 27k tons

Lines:

Capacity:

Products:

9

6.4 million cases

Bath Tissue, Kitchen Roll Towel,

Jumbo Roll Tissue, Hard Roll Towel

Lines:

Capacity:

Products:

5

3.1 million cases

Dispenser, Dinner Napkin, Bath Tissue

Products:

Capacity:

SOP, CBS, OCC, on‐site shredding

46k tons

Tampa

Orlando

Miami

1. SOP: Sorted Office Paper, CBS: Corrugated Book Stock, OCC: Old Corrugated Containers

(1)

Resolute’s new tissue platform; continues business as usual

November 17, 2015 7

Page 8: RICHARD GARNEAU President & CEO JO-ANN LONGWORTH SVP … · RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER 1. Source: RISI (June 2015) • Tissue demand expected to grow

• Purchase price of $156 million, including working cap – Indebtedness discharged from proceeds at closing

– Transaction structured as a merger; Atlas Paper and its

subsidiaries become wholly-owned subs of RFP

– Key Atlas Paper entities to guarantee senior notes and join ABL

– Transaction not subject to any regulatory approval

• Run-rate EBITDA target of $23 million by Q1 2016– Includes synergies

– Represents EV/2016E EBITDA multiple of 6.8x

• Acquisition funded from cash on hand

• Explore financing opportunities in coming months

TRANSACTION SUMMARY

Acquisition closed on November 16, 2015

RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER November 17, 2015 8

Page 9: RICHARD GARNEAU President & CEO JO-ANN LONGWORTH SVP … · RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER 1. Source: RISI (June 2015) • Tissue demand expected to grow

TISSUE STRATEGY

RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER

LTM (Sept-15) Gross Sales

Resolute Standalone

LTM (Sept-15) Adjusted EBITDA

Resolute (with Atlas) 1

31%

30%

24%

15%

Newsprint Specialty Papers Market Pulp Wood Products

19%

30%34%

17%

Newsprint Specialty Papers Market Pulp Wood Products

30%

29%

23%

14%

4%

Newsprint Specialty Papers Market Pulp Wood Products Tissue

18%

28%

32%

16%

6%

Newsprint Specialty Papers Market Pulp Wood Products Tissue

NewsprintNewsprint

NewsprintNewsprint

Specialty

Specialty Specialty

Specialty

Pulp

Pulp

Pulp

Pulp

Wood

products Wood

products

Wood

products Wood

products

Tissue

Tissue

November 17, 2015 9

1. Reflects RFP LTM results combined with targeted run rate for Atlas Paper

Page 10: RICHARD GARNEAU President & CEO JO-ANN LONGWORTH SVP … · RESOLUTE GROWS INTO TISSUE WITH ACQUISITION OF ATLAS PAPER 1. Source: RISI (June 2015) • Tissue demand expected to grow

A GLOBAL LEADER IN THE FOREST PRODUCTS

INDUSTRY

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