Magnera Corp. Reports Material Definitive Agreements & Control Changes

TL;DR

Magnera Corp. (fka Glatfelter) filed an 8-K detailing material agreements, asset changes, and potential control shifts.

AI Summary

Magnera Corp. (formerly Glatfelter Corp.) filed an 8-K on November 5, 2024, reporting several material events as of November 4, 2024. These include the entry into and termination of material definitive agreements, completion of asset acquisitions or dispositions, and the creation of financial obligations. The filing also notes changes in the company's certifying accountant, changes in control, and updates regarding officer appointments and compensatory arrangements.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential acquisitions, dispositions, and changes in financial obligations or control, which could impact the company's structure and future performance.

Risk Assessment

Risk Level: medium — The filing details multiple material events, including changes in control and financial obligations, which inherently carry a medium level of risk and uncertainty.

Key Players & Entities

• Magnera Corp. (company) — Filer
• Glatfelter Corp. (company) — Former company name
• GLATFELTER P H CO (company) — Former company name
• 20241104 (date) — Date of report
• 20241105 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — e on which registered Common Stock, $0.01 par value per share GLT New York St
• $785 million — in the outstanding principal amount of $785 million that matures in seven years. In connect
• $350 million — t Facility") in the aggregate amount of $350 million. In connection with the Transactions, M
• $215 million — volving Credit Facility is split into a $215 million U.S. facility (the "U.S. Facility"), a
• $22.5 million — U.S. facility (the "U.S. Facility"), a $22.5 million Canadian facility (the "Canadian Facili
• $32.5 million — n facility (the "Canadian Facility"), a $32.5 million U.K. facility (the "U.K. Facility"), an
• $80 million — facility (the "U.K. Facility"), and an $80 million German facility (the "German Facility")
• $27.5 million — commitments and the borrowing base and $27.5 million (and for twenty consecutive days follow
• $800,000,000 — , Magnera assumed all obligations under $800,000,000 aggregate principal amount of 7.250% se

Filing Documents

• tm2427380d4_8k.htm (8-K) — 143KB
• tm2427380d4_ex3-1.htm (EX-3.1) — 6KB
• tm2427380d4_ex3-2.htm (EX-3.2) — 191KB
• tm2427380d4_ex4-1.htm (EX-4.1) — 963KB
• tm2427380d4_ex4-2.htm (EX-4.2) — 16KB
• tm2427380d4_ex4-3.htm (EX-4.3) — 23KB
• tm2427380d4_ex4-4.htm (EX-4.4) — 22KB
• tm2427380d4_ex10-1.htm (EX-10.1) — 109KB
• tm2427380d4_ex10-2.htm (EX-10.2) — 927KB
• tm2427380d4_ex10-3.htm (EX-10.3) — 1749KB
• tm2427380d4_ex10-4.htm (EX-10.4) — 12KB
• tm2427380d4_ex10-5.htm (EX-10.5) — 146KB
• tm2427380d4_ex10-6.htm (EX-10.6) — 40KB
• tm2427380d4_ex10-7.htm (EX-10.7) — 44KB
• tm2427380d4_ex10-8.htm (EX-10.8) — 38KB
• tm2427380d4_ex10-9.htm (EX-10.9) — 28KB
• tm2427380d4_ex10-10.htm (EX-10.10) — 46KB
• tm2427380d4_ex10-11.htm (EX-10.11) — 43KB
• tm2427380d4_ex10-12.htm (EX-10.12) — 44KB
• tm2427380d4_ex10-13.htm (EX-10.13) — 258KB
• tm2427380d4_ex10-14.htm (EX-10.14) — 9KB
• tm2427380d4_ex10-15.htm (EX-10.15) — 9KB
• tm2427380d4_ex10-16.htm (EX-10.16) — 120KB
• tm2427380d4_ex16-1.htm (EX-16.1) — 4KB
• tm2427380d4_ex99-1.htm (EX-99.1) — 17KB
• image_001.jpg (GRAPHIC) — 3KB
• 0001104659-24-114009.txt ( ) — 6279KB
• glt-20241104.xsd (EX-101.SCH) — 3KB
• glt-20241104_def.xml (EX-101.DEF) — 26KB
• glt-20241104_lab.xml (EX-101.LAB) — 36KB
• glt-20241104_pre.xml (EX-101.PRE) — 25KB
• tm2427380d4_8k_htm.xml (XML) — 5KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 4, 2024 Magnera Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-03560 23-0628360 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 9335 Harris Corners Pkwy , Suite 300 , Charlotte , North Carolina 28269 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 866 744-7380 Glatfelter Corporation 4350 Congress Street , Suite 600 , Charlotte , North Carolina 28209 Former name or former address, if changed since last report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.01 par value per share GLT New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Introductory Note . On November 4, 2024 (the "Closing Date"), Magnera Corporation ("Magnera" or the "Company"), formerly known as Glatfelter Corporation ("Glatfelter"), and Berry Global Group, Inc. ("Berry") completed the previously disclosed transactions contemplated by (i) that certain RMT Transaction Agreement, dated as of February 6, 2024 (the "RMT Transaction Agreement"), by and among Glatfelter, Treasure Merger Sub I, Inc., a wholly owned subsidiary of Glatfelter ("First Merger Sub"), Treasure Merger Sub II, LLC, a wholly owned subsidiary of Glatfelter ("Second Merger Sub" and, together with First Merger Sub, the "Merger Subs"), Berry and Treasure Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Berry ("Spinco"), (ii) that certain Separation and Distribution Agreement, dated as of February 6, 2024 (the "Separation Agreement"), by and among Glatfelter, Berry and Spinco, and (iii) certain other agreements in connection with the transactions contemplated by the RMT Transaction Agreement and the Separation Agreement. Specifically, (i) Berry separated the business, operations and activities that constituted the global nonwovens and hygiene films business of Berry (the "HHNF Business") from Berry's other businesses pursuant to which certain assets and liabilities constituting the HHNF Business were transferred pursuant to a separation plan to Spinco, and certain excluded assets and liabilities unrelated to the HHNF Business were transferred to Berry or other non-Spinco subsidiaries of Berry, subject to certain exceptions set forth in the Separation Agreement (collectively, the "Separation"), (ii) in connection with the Separation, Spinco assumed certain debt of the HHNF Business and made a cash distribution to Berry from the proceeds of the financing by Spinco (the "Special Cash Payment"), (iii) Glatfelter amended its amended and restated Articles of Incorporation (the "Glatfelter Charter"), to, among other things, change its name to "Magnera Corporation", effect a reverse stock split of all issued and outstanding shares of common stock of Glatfelter, par value $0.01 per share ("Company common stock") and increase the number of authorized shares of Company common stock (the "Charter Amendment"), (iv) thereafter, on the Closing Date, Berry distributed 100% of all of the issued and outstanding shares of common stock, par value $0.01 per share, of Spinco ("Spinco common stock") to Berry stockholders by way of a pro rata dividend such that each holder of shares of Berry common stock, par value $0.01 per share ("Berry common stock") was entitled to receive one share of Spinco common stock for each share of Berry common stock held as of the record date, November 1, 2024 (the "Spinco Distribution"), and (v) immediately after the Spinco Distribution, First Merger Sub merged with and into Spinco, with Sp

View Full Filing

View this 8-K filing on SEC EDGAR