Glatfelter Enters Material Definitive Agreement, Signals Major Transaction

Ticker: MAGN · Form: 8-K · Filed: Feb 7, 2024 · CIK: 41719

Glatfelter CORP 8-K Filing Summary
FieldDetail
CompanyGlatfelter CORP (MAGN)
Form Type8-K
Filed DateFeb 7, 2024
Risk Levelmedium
Pages14
Reading Time16 min
Key Dollar Amounts$0.01, $1.00, $10 m, $10 million, $1,585 million
Sentimentmixed

Complexity: simple

Sentiment: mixed

Topics: material-agreement, corporate-action, regulation-fd

TL;DR

**Glatfelter just signed a big deal, expect major news soon.**

AI Summary

Glatfelter Corporation filed an 8-K on February 7, 2024, reporting an "Entry into a Material Definitive Agreement" and "Regulation FD Disclosure" on February 6, 2024. This filing indicates that Glatfelter is likely announcing a significant business transaction, such as an acquisition, merger, or major contract, which could substantially impact its future operations and financial performance. For investors, this matters because such an agreement could lead to significant changes in the company's valuation, either positively through growth opportunities or negatively through increased debt or integration challenges.

Why It Matters

This filing signals a potentially significant strategic move by Glatfelter, which could reshape its business and financial outlook, directly affecting shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement without specifics, creating uncertainty about its financial implications and potential risks or benefits.

Analyst Insight

A smart investor would monitor Glatfelter's news releases closely for the specific details of the "Material Definitive Agreement" and "Regulation FD Disclosure" to assess the potential impact on the company's financials and strategic direction before making any investment decisions.

Key Players & Entities

Forward-Looking Statements

FAQ

What is the specific nature of the "Material Definitive Agreement" Glatfelter Corporation entered into?

The filing does not specify the nature of the "Material Definitive Agreement." It only states that Glatfelter Corporation entered into such an agreement on February 6, 2024, under Item 1.01 of the 8-K.

What does "Regulation FD Disclosure" imply in this 8-K filing?

Regulation FD Disclosure (Item 7.01) implies that Glatfelter Corporation has disclosed material non-public information to certain individuals or entities, and is now making that information public to ensure fair disclosure to all investors. The specific content of this disclosure is not detailed in the filing itself.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on February 6, 2024, which is the date Glatfelter Corporation entered into the Material Definitive Agreement.

What is Glatfelter Corporation's business address as stated in the filing?

Glatfelter Corporation's business address is 4350 Congress Street, Suite 600, Charlotte, North Carolina 28209.

Under which sections of the Securities Exchange Act of 1934 is this Form 8-K filed?

This Form 8-K is filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, and also indicates written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

Filing Stats: 4,083 words · 16 min read · ~14 pages · Grade level 17.8 · Accepted 2024-02-07 17:20:17

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 6, 2024, Glatfelter Corporation, a Pennsylvania corporation (" Glatfelter " or the " Company "), Treasure Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Glatfelter (" First Merger Sub "), and Treasure Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Glatfelter (" Second Merger Sub " and, together with First Merger Sub, the " Merger Subs "), entered into certain definitive agreements with Berry Global Group, Inc., a Delaware corporation (" Berry "), and Treasure Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Berry (" Spinco "). The definitive agreements provide for a series of transactions pursuant to which, among other things, Berry will transfer the business, operations and activities that constitute the global nonwovens and hygiene films business of Berry (the " HHNF Business ") to Spinco, subject to the terms and conditions set forth in the definitive agreements (the " Separation "). In connection with the Separation, Spinco will assume certain debt of the HHNF Business and will make certain cash distributions to Berry. After the Separation, Berry will distribute to its stockholders 100% of the issued and outstanding shares of common stock, par value $0.01 per share, of Spinco (" Spinco Common Stock ") held by Berry by way of either a pro rata dividend or, with Glatfelter's consent, an exchange offer (the " Distribution "). After the Distribution, First Merger Sub will be merged with and into Spinco (" First Merger "), with Spinco being the surviving corporation and a wholly owned subsidiary of Glatfelter, immediately following which Spinco will be merged with and into Second Merger Sub, with Second Merger Sub being the surviving limited liability company and a wholly owned subsidiary of Glatfelter (collectively, the " Merger "). Following the completion of the First Merger, the holders of the shares of c

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 7, 2024, Berry and Glatfelter issued a joint press release announcing the parties' entry into definitive agreements in connection with an RMT transaction. A copy of this press release is furnished on Exhibit 99.1 hereto and is incorporated herein by reference. On February 7, 2024, Berry and Glatfelter held a joint investor call relating to the transactions contemplated by the definitive agreements. Berry and Glatfelter made available on the investor relations section of their respective websites an investor presentation in connection with the investor call. A copy of the investor presentation is furnished on Exhibit 99.2 hereto and is incorporated herein by reference. The information in this Item 7.01, including the exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing. Cautionary Statement Concerning Forward-Looking Statements historical, including statements relating to the expected timing, completion and effects of the proposed transaction between Berry and Glatfelter, are considered "forward-looking" within the meaning of the federal securities laws and are presented pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking "should," "would," "could," "seeks," "approximately," "intends," "plans," "estimates," "projects," "outlook," "anticipates" or "looking forward," or similar expressions that relate to strategy, plans, intentions, or expectations. All statements relating to estimates and statements about

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits 99.1 Joint Press Release dated February 7, 2024 99.2 Joint Investor Presentation dated February 7, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 8

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. Glatfelter Corporation February 7, 2024 By: /s/ Jill L. Urey Name: Jill L. Urey Title: Vice President, General Counsel & Compliance

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