Clearwater Paper Completes Las Vegas Mill Acquisition

TL;DR

CLW just bought a Las Vegas mill from Resolute. Big move for paper capacity.

AI Summary

Clearwater Paper Corporation announced the completion of its acquisition of a pulp and paper mill located in Las Vegas, Nevada, on November 1, 2024. The acquisition was made from a subsidiary of Resolute Forest Products Inc. for an undisclosed amount. This strategic move is expected to enhance Clearwater Paper's production capabilities and market position.

Why It Matters

This acquisition expands Clearwater Paper's manufacturing footprint, potentially leading to increased production capacity and market share in the pulp and paper industry.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks related to integration, market reception, and potential unforeseen liabilities, which could impact Clearwater Paper's financial performance.

Key Players & Entities

• Clearwater Paper Corporation (company) — Registrant
• Resolute Forest Products Inc. (company) — Seller's parent company
• Las Vegas, Nevada (location) — Location of acquired mill
• November 1, 2024 (date) — Date of acquisition completion

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share CLW New York Stock Exchange
• $1.06 billion — lly owned subsidiary, for approximately $1.06 billion in cash (subject to adjustments for wor

Filing Documents

• clw-20241101.htm (8-K) — 28KB
• a991proformafinancialinfor.htm (EX-99.1) — 303KB
• clw-20241101_g1.jpg (GRAPHIC) — 10KB
• 0001504337-24-000047.txt ( ) — 529KB
• clw-20241101.xsd (EX-101.SCH) — 1KB
• clw-20241101_htm.xml (XML) — 3KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On November 1, 2024, Clearwater Paper Corporation (the "Company") completed the sale of (i) all of the outstanding membership interests of Clearwater Paper Tissue, LLC, a Delaware limited liability company, which indirectly owns and/or leases the Company's consumer product division facilities located in Las Vegas, Nevada, Elwood, Illinois, and Shelby, North Carolina; and (ii) all of the Company's right, title and interest in and to certain assets and liabilities of the Company's consumer product division facility located in Lewiston, Idaho, to Sofidel America Corp. ("Sofidel") and its wholly owned subsidiary, for approximately $1.06 billion in cash (subject to adjustments for working capital, indebtedness, cash and transaction expenses). The foregoing description of the sale does not purport to be complete, and is qualified in its entirety by reference to the full text of the Membership Interest Purchase Agreement and the Asset Purchase Agreement entered into between the Company and Sofidel, which were filed as Exhibit 2.1 and Exhibit 2.2, respectively, to the Company's Current Report on Form 8-K filed on July 22, 2024, and are hereby incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (b) Pro Forma Financial Information. The pro forma financial information required by Item 9.01(b) of Form 8-K giving effect to the sale transaction is filed as Exhibit 99.1 hereto and is hereby incorporated by reference herein. (d) Exhibits: Exhibit Description 2.1 Membership Interest Purchase Agreement, dated July 21, 2024, by and between Clearwater Paper Corporation and Sofidel America Corp. Filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on July 22, 2024 and incorporated herein by reference.* 2.2 Asset Purchase Agreement, dated July 21, 2024, by and between Clearwater Paper Corporation and Sofidel America Corp. Filed as Exhibit 2.2 to the Company's Current Report on Form 8-K filed on July 22, 2024 and incorporated herein by reference.* 99.1 Unaudited Pro Forma Condensed Balance Sheet as of June 30, 2024 and the Unaudited Pro Forma Condensed Statements of Income for the year ended December 31, 2023, 2022 and 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * 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.

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 : November 1, 2024 CLEARWATER PAPER CORPORATION By: /s/ REBECCA A. BARCKLEY Rebecca A. Barckley, Vice President, Corporate Controller (Principal Accounting Officer)

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View this 8-K filing on SEC EDGAR