Glatfelter Finalizes Specialty Papers Sale Agreement

TL;DR

Glatfelter locks in $373M deal for Specialty Papers with Atlas Holdings.

AI Summary

On October 21, 2024, Glatfelter Corporation entered into a Material Definitive Agreement related to its previously announced sale of its Specialty Papers business to an affiliate of Atlas Holdings LLC for approximately $373 million. The agreement details the terms and conditions for the divestiture of this segment.

Why It Matters

This agreement marks a significant step in Glatfelter's strategic shift away from its Specialty Papers business, impacting its future revenue streams and operational focus.

Risk Assessment

Risk Level: medium — The sale of a business segment introduces execution risks and potential impacts on future financial performance.

Key Numbers

• $373 million — Sale Price (Agreed-upon value for the Specialty Papers business divestiture.)

Key Players & Entities

• Glatfelter Corporation (company) — Registrant
• Atlas Holdings LLC (company) — Buyer's affiliate
• $373 million (dollar_amount) — Sale price of Specialty Papers business
• October 21, 2024 (date) — Date of Material Definitive Agreement

FAQ

Key Financial Figures

• $0.01 — e on which registered Common Stock, $0.01 par value per share GLT New York St

Filing Documents

• tm2426554d1_8k.htm (8-K) — 44KB
• tm2426554d1_ex8-1.htm (EX-8.1) — 15KB
• tm2426554d1_ex10-1.htm (EX-10.1) — 29KB
• image_001.jpg (GRAPHIC) — 4KB
• 0001104659-24-110339.txt ( ) — 279KB
• glt-20241021.xsd (EX-101.SCH) — 3KB
• glt-20241021_lab.xml (EX-101.LAB) — 33KB
• glt-20241021_pre.xml (EX-101.PRE) — 22KB
• tm2426554d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information set forth under Item 8.01 below is incorporated by reference into this Item 1.01.

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, including Treasure Holdco, Inc, a Delaware corporation and a wholly owned subsidiary of Berry. (" Spinco "), which provide for a series of transactions, including the spin-off of the global nonwovens and hygiene films business (the " HHNF Business ") of Berry, which includes transfer of HHNF Business to Spinco and the distribution to Berry stockholders of the issued and outstanding shares of common stock of Spinco held by Berry (the " Spinco Distribution "), 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. 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, which was subsequently supplemented on October 11, 2024 (the " Proxy Statement/Prospectus "). The Proxy Statement/Prospectus was first mailed to the Company's shareholders on September 20, 2024. On October 21, 2024, Glatfelter and Berry waived in writing the conditions to closing the Transactions relating to the private letter ruling (the " IRS Ruling ") from the Internal Revenue Service (the " IRS ") regarding the intended tax treatment of the Transactions. In addition, Glatfelter and Berry waived the conditions to closing the Transactions relating to the delivery of opinions from tax

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Number Description 8.1 Opinion of Bryan Cave Leighton Paisner LLP as to certain tax matters 10.1 Amendment to Tax Matters Agreement, dated October 21, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Cautionary Statement Concerning Forward-Looking Statements 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 statements because they contain words such as "believes," "expects," "may," "will," "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 the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction, benefits of the transaction, including future financial and operating results, executive and Board transition considerations, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts are forward-looking statements. In addition, senior management of Berry and Glatfelter, from time to time may make forward-looking public statements concerning expected future operations and performance and other developments. Actual results may differ materially from those that are expected due to a variety of factors, including without limitation: the occurrence of any event, change or other circumstances that could give rise to the termi

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 21, 2024 By: /s/ Jill L. Urey Name: Jill L. Urey Title: Vice President, General Counsel & Compliance

View Full Filing

View this 8-K filing on SEC EDGAR