Glatfelter Sells Special Papers Business to One Rock Capital

TL;DR

Glatfelter selling Special Papers biz to One Rock Capital, closing Q4 2024.

AI Summary

Glatfelter Corporation announced on October 11, 2024, that it has entered into a definitive agreement to sell its Special Papers business to an affiliate of One Rock Capital Partners, LLC. This transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions. The Special Papers business is a leading global supplier of engineered paper products.

Why It Matters

This divestiture signifies a strategic shift for Glatfelter, potentially allowing it to focus on its core businesses and improve its financial flexibility.

Risk Assessment

Risk Level: medium — The sale is subject to customary closing conditions, and the financial impact on Glatfelter's future operations is yet to be fully determined.

Key Players & Entities

• Glatfelter Corporation (company) — Seller
• One Rock Capital Partners, LLC (company) — Buyer
• Special Papers business (company) — Asset being sold
• October 11, 2024 (date) — Announcement date
• fourth quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.01 — e on which registered Common Stock, $0.01 par value per share GLT New York St
• $302 — tfelter Corporation Jacob Holm 10.1x $302 January 2021 Glatfelter Corporation
• $175 — orgia-Pacific LLC (US Nonwovens) 8.8x $175 September 2020 Bain Capital Ahlstro
• $3,694 — ain Capital Ahlstrom-Munksj Oyj 9.9x $3,694 June 2018 Glatfelter Corporation Ge
• $185 — -Pacific LLC (Europe Nonwovens) 10.3x $185 November 2016 Lydall Inc. MGF Gutsc
• $58 — Inc. MGF Gutsche GmbH & Co. KG 9.6x $58 July 2016 Lydall Inc. Texel, Techni
• $103 — Texel, Technical Materials Inc. 8.6x $103 July 2015 Berry Global Group, Inc.
• $2,450 — Global Group, Inc. Avintiv Inc. 8.1x $2,450 The disclosure under the heading "The
• $810 million — imated 2023 fiscal year-end net debt of $810 million and the estimated present value of the
• $20 million — t value of the standalone tax assets of $20 million. Based on the adjusted management proje
• $55 million — ted a range of equity values of between $55 million and $245 million (rounded to the neares
• $245 million — quity values of between $55 million and $245 million (rounded to the nearest $5 million) of
• $5 million — nd $245 million (rounded to the nearest $5 million) of Glatfelter common stock on a stand-
• $214 million — for Spinco's estimated cash balance of $214 million at transaction close and Spinco's estim
• $1,124 million — s estimated dividend payout to Berry of $1,124 million. Based on the adjusted management proje

Filing Documents

• tm2426065d1_8k.htm (8-K) — 66KB
• 0001104659-24-108064.txt ( ) — 245KB
• glt-20241011.xsd (EX-101.SCH) — 3KB
• glt-20241011_lab.xml (EX-101.LAB) — 33KB
• glt-20241011_pre.xml (EX-101.PRE) — 22KB
• tm2426065d1_8k_htm.xml (XML) — 4KB

01 Other Events

Item 8.01 Other Events. As previously disclosed, Glatfelter Corporation, a Pennsylvania corporation (" Glatfelter " or the " Company "), entered into certain definitive agreements (the " Transaction Agreements ") with Berry Global Group, Inc., a Delaware corporation (" Berry "), and certain of their respective subsidiaries, which provide for a series of transactions, including the spinoff of the global nonwovens and hygiene films business (the " HHNF Business ") of Berry and subsequent merger of the HHNF Business with and into a subsidiary of Glatfelter (collectively, the " Transactions "). Upon closing of the Transactions (the " Closing "), Glatfelter will be renamed Magnera Corporation (" Magnera "). In connection with the Transaction Agreements, the Company filed with the Securities and Exchange Commission (the " SEC ") a registration statement on Form S-4, which included a preliminary proxy statement/prospectus on August 23, 2024, as amended (the " Registration Statement "), which was declared effective on September 17, 2024, and a proxy statement/prospectus on September 19, 2024 (the " Proxy Statement/Prospectus "). The Proxy Statement/Prospectus was first mailed to the Company's shareholders on September 20, 2024. Litigation Related to the Transactions Following the filing of the Registration Statement, and as of the date of this Current Report on Form 8-K, the Company has received certain Complaints and Demand Letters (as described below) on behalf of purported Company shareholders alleging deficiencies regarding the disclosures contained in the Registration Statement and Proxy Statement/Prospectus. While the Company believes that the disclosures set forth in the Registration Statement comply with all applicable laws and denies the allegations in the Complaints and Demand Letters, in order to moot the purported shareholders' disclosure claims, avoid nuisance and possible expense and disruption to the Transactions, and provide additional information to i

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 October 11, 2024 By: /s/ Jill L. Urey Name: Jill L. Urey Title: Vice President, General Counsel & Compliance

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View this 8-K filing on SEC EDGAR