Clearwater Paper Enters Material Agreement, New Financial Obligation

TL;DR

**Clearwater Paper just took on a new financial obligation and signed a big deal, watch for details!**

AI Summary

Clearwater Paper Corporation entered into a material definitive agreement and created a direct financial obligation on February 20, 2024. The filing, an 8-K, was submitted to the SEC on February 21, 2024, detailing these events. The company, based in Spokane, WA, operates in the paperboard mills industry.

Why It Matters

This filing indicates a significant new commitment for Clearwater Paper, potentially impacting its financial health and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a new financial obligation without specifying the amount or terms, which could introduce unknown risks.

Key Players & Entities

• Clearwater Paper Corp (company) — Registrant
• February 20, 2024 (date) — Date of earliest event reported
• February 21, 2024 (date) — Filed as of date
• Spokane, WA (company) — Business address city and state
• 001-34146 (company) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share CLW New York Stock Exchan
• $700,000,000 — ansaction"). The purchase price will be $700,000,000, subject to adjustments for inventory.
• $30,000,000 — everse termination fee in the amount of $30,000,000 and, if paid, the payment of such rever
• $270,000,000 — an aggregate principal amount of up to $270,000,000 (the "Term Revolver Facility"), via a r
• $340,000,000 — ty in the aggregate principal amount of $340,000,000 (the "Farm Credit Term Loan Facility" a
• $150,000,000 — ty in the aggregate principal amount of $150,000,000 (the "Commercial Bank Term Loan Facilit
• $50 million — cash of the Company exceeds the sum of $50 million and the outstanding principal amount of
• $275 million — in addition, in the case of Rabobank, a $275 million revolving asset-based credit facility m

Filing Documents

• d769915d8k.htm (8-K) — 48KB
• d769915dex21.htm (EX-2.1) — 599KB
• d769915dex101.htm (EX-10.1) — 247KB
• 0001193125-24-040432.txt ( ) — 1230KB
• clw-20240220.xsd (EX-101.SCH) — 3KB
• clw-20240220_lab.xml (EX-101.LAB) — 18KB
• clw-20240220_pre.xml (EX-101.PRE) — 11KB
• d769915d8k_htm.xml (XML) — 4KB

Forward-Looking Statements

Forward-Looking Statements The Company's disclosure in this report contains, in addition to historical information, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between GPK and the Company. All statements, other than historical facts, including statements regarding the expected timing and structure of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; and any assumptions underlying any of the foregoing, are forward-looking statements. Words such as "anticipate," "expect," "intend," "plan," "target," "project," "believe," "schedule," "estimate," "may," and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise; (2) the risk that the proposed transaction may not be completed in the time frame expected by the Company, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) the risk that stockholder litigation in connection with the proposed transaction or other settlements or investigations may affect the timing or oc

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibit Index Exhibit Description 2.1 Asset Purchase Agreement, dated February 20, 2024, by and between Graphic Packaging International, LLC and Clearwater Paper Corporation.* 10.1 Commitment Letter, dated February 20, 2024, among Clearwater Paper Corporation, AgWest Farm Credit, PCA, CoBank, FCB, Coperatieve Rabobank U.A., New York Branch and any other financial institutions from time to time party thereto. 104 Cover Page Interactive Data file (formatted as Inline XBRL). * Certain schedules, annexes and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules, annexes and exhibits, or any section thereof, to the SEC upon request. 5

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 20, 2024 CLEARWATER PAPER CORPORATION By: /s/ Michael S. Gadd Michael S. Gadd, Corporate Secretary 6

View Full Filing

View this 8-K filing on SEC EDGAR