Clearwater Paper Corp Enters Material Definitive Agreement
Ticker: CLW · Form: 8-K · Filed: Jul 22, 2024 · CIK: 1441236
Sentiment: neutral
Topics: material-definitive-agreement, financial-statements, exhibits
TL;DR
Clearwater Paper just signed a big deal, filing an 8-K with new agreements and financials.
AI Summary
On July 21, 2024, Clearwater Paper Corporation entered into a Material Definitive Agreement. The filing also includes financial statements and exhibits related to this agreement.
Why It Matters
This filing indicates a significant new contract or transaction for Clearwater Paper, which could impact its financial performance and operational strategy.
Risk Assessment
Risk Level: medium — Entering into a material definitive agreement can introduce new financial obligations, operational complexities, or market risks for the company.
Key Players & Entities
- Clearwater Paper Corporation (company) — Registrant
- July 21, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 001-34146 (identifier) — Commission File Number
- 20-3594554 (identifier) — IRS Employer Identification No.
- 601 West Riverside Ave., Suite 1100 Spokane, WA 99201 (address) — Principal executive offices
- (509) 344-5900 (phone_number) — Registrant's telephone number
FAQ
What is the nature of the Material Definitive Agreement entered into by Clearwater Paper Corporation?
The filing indicates the entry into a Material Definitive Agreement but does not specify the details of the agreement itself within the provided text.
When was the Material Definitive Agreement reported to be effective?
The earliest event reported, which includes the entry into the Material Definitive Agreement, was on July 21, 2024.
What other items are included in this 8-K filing besides the Material Definitive Agreement?
The filing also includes Financial Statements and Exhibits.
Where is Clearwater Paper Corporation's principal executive office located?
Clearwater Paper Corporation's principal executive office is located at 601 West Riverside Ave., Suite 1100, Spokane, WA 99201.
What is the Commission File Number for Clearwater Paper Corporation?
The Commission File Number for Clearwater Paper Corporation is 001-34146.
Filing Stats: 2,257 words · 9 min read · ~8 pages · Grade level 17.4 · Accepted 2024-07-22 17:22:01
Key Financial Figures
- $0.0001 — ich registered Common Stock, par value $0.0001 per share CLW New York Stock Exchan
- $1.06 billion — chase price for the Transaction will be $1.06 billion (the "Purchase Price"), subject to adju
- $450 million — on expenses. Buyer Parent has deposited $450 million of the Purchase Price into a third-part
Filing Documents
- d863687d8k.htm (8-K) — 42KB
- d863687dex21.htm (EX-2.1) — 554KB
- d863687dex22.htm (EX-2.2) — 190KB
- 0001193125-24-182293.txt ( ) — 1094KB
- clw-20240721.xsd (EX-101.SCH) — 3KB
- clw-20240721_lab.xml (EX-101.LAB) — 18KB
- clw-20240721_pre.xml (EX-101.PRE) — 11KB
- d863687d8k_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 Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between Sofidel 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 3 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 tha
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibit Index Exhibit Description 2.1 Membership Interest Purchase Agreement, dated July 21, 2024, by and between Clearwater Paper Corporation and Sofidel America Corp.* 2.2 Asset Purchase Agreement, dated July 21, 2024, by and between Clearwater Paper Corporation and Sofidel America Corp.* 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. 4
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: July 22, 2024 CLEARWATER PAPER CORPORATION By: /s/ Michael S. Gadd Michael S. Gadd, Corporate Secretary 5