Tredegar Corp Enters Material Definitive Agreement

TL;DR

Tredegar Corp just signed a big deal, likely an acquisition by Post Consumer Brands.

AI Summary

On April 16, 2024, Tredegar Corporation entered into a Material Definitive Agreement related to its acquisition by an affiliate of Post Consumer Brands, LLC. The agreement outlines the terms of this significant transaction, with further details to be disclosed in subsequent filings.

Why It Matters

This filing indicates a significant corporate event, likely an acquisition or merger, which could impact Tredegar's stock price and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, suggesting a significant transaction like an acquisition, which carries inherent risks and uncertainties.

Key Players & Entities

• Tredegar Corporation (company) — Registrant
• Post Consumer Brands, LLC (company) — Acquiring entity's affiliate
• April 16, 2024 (date) — Date of earliest event reported
• April 22, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $180 million — d Credit Agreement will be reduced from $180 million to $125 million, which with the Fourth
• $125 m — nt will be reduced from $180 million to $125 million, which with the Fourth Amendment
• $116 million — for net debt-free base consideration of $116 million (estimated at $85 million after income
• $85 million — ideration of $116 million (estimated at $85 million after income taxes, Brazil withholding

Filing Documents

• tg-20240422.htm (8-K) — 40KB
• tg-ex101_20240417xdebtamen.htm (EX-10.1) — 218KB
• 0000850429-24-000008.txt ( ) — 463KB
• tg-20240422.xsd (EX-101.SCH) — 2KB
• tg-20240422_def.xml (EX-101.DEF) — 14KB
• tg-20240422_lab.xml (EX-101.LAB) — 26KB
• tg-20240422_pre.xml (EX-101.PRE) — 26KB
• tg-20240422_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On April 16, 2024, Tredegar Corporation (the " Company "), as borrower, and certain of the Company's material domestic subsidiaries, as guarantors (the " Guarantors "), entered into Amendment No. 4 (the " Fourth Amendment ") to the Second Amended and Restated Credit Agreement dated June 29, 2022 (as previously amended, the " Amended Credit Agreement "), among JPMorgan Chase Bank, N.A., as administrative agent (the " Agent "), Citizens Bank, N.A. and PNC Bank, National Association, as co-syndication agents, and Bank of America, N.A., U.S. Bank National Association and Wells Fargo Bank, National Association, as co-documentation agents, and the other lenders party thereto (collectively, the " Lenders "). The material terms of the Fourth Amendment include the following: The outside date in the "ABL Adjustment Date" definition was changed from March 31, 2025 to September 30, 2025. The ABL Adjustment Date is the date that the Company's maximum borrowing under the Amended Credit Agreement will be reduced from $180 million to $125 million, which with the Fourth Amendment is the earlier of the closing of the Flexible Packaging Films (also referred to as "Terphane") sale or September 30, 2025. The monthly minimum Consolidated EBITDA (as defined in the Amended Credit Agreement) covenant levels were extended to September 2025 to accommodate the extension of the ABL Adjustment Date (as defined in the Amended Credit Agreement). From the closing date of the Fourth Amendment until the ABL Adjustment Date and, following the ABL Adjustment Date, upon the request of the Agent, from and after the date on which Availability (as defined in the Amended Credit Agreement) is less than 20% of the Aggregate Commitment (as defined in the Amended Credit Agreement) until Availability remains greater than 20% of the Aggregate Commitment for a period of 30 consecutive calendar days, the Company must provide the Agent a Borrowing Base Cert

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. The Company executed the Fourth Amendment to its asset-based lending facility that extended the outside date in the "ABL Adjustment Date" definition from March 31, 2025 to September 30, 2025. The ABL Adjustment Date is the date that the Company's maximum borrowing under its asset-based lending facility will be reduced from $180 million to $125 million, which is the earlier of the closing of the Terphane sale or September 30, 2025. The Company entered into the Fourth Amendment as a conservative measure to accommodate the time horizon needed for the ABL Adjustment Date to simplify the financial reporting disclosures relating to liquidity. In addition, moving to weekly reporting of the borrowing base provides the Company with additional control and monitoring over working capital and net debt increases. As previously reported, on September 1, 2023, the Company entered into an agreement to sell its Terphane business to affiliates of Oben Group for net debt-free base consideration of $116 million (estimated at $85 million after income taxes, Brazil withholding taxes, escrow funds and transaction costs), pending the satisfaction of certain customary closing conditions, including clearance by competition authorities in Brazil and Columbia. As previously announced, the Columbian authority cleared the merger in early February 2024. The Administrative Council for Economic Defense in Brazil ("CADE") is continuing to review the merger, with the maximum deadline for completing its review as no later than November 18, 2024. CADE's review of the merger is ongoing and remains within the timeline anticipated by the Company.

Forward-Looking Statements

Forward-Looking Statements Some of the information contained in this press release may constitute "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. When the Company uses the words "believe," "estimate," "anticipate," "appear to," "expect," "project," "plan," "likely," "may" and similar expressions, the Company does so to identify forward-looking statements. Such statements are based on the Company's then current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. It is possible that actual results may differ, possibly materially, from the forward-looking statements provided in this press release. Accordingly, you should not place undue reliance on these forward-looking statements. Factors that could cause actual results to differ from expectations include the following: the Company's inability to complete the proposed transaction in a timely manner (or at all) and at the prices it has assumed; possible disruptions to customer and employee relationships and business operations caused by the proposed transaction; and the other factors discussed in the reports the Company files with or furnishes to the Securities and Exchange Commission (the "SEC") from time to time, including the risks and important factors set forth in additional detail in "Risk Factors" in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2023. Readers are urged to review and carefully consider the disclosures the Company makes in its filings with the SEC. The Company does not undertake, and expressly disclaims any duty, to update any forward-looking statement made in this press release to reflect any change in management's expectations or any change in conditions, assumptions or circumstances on which such statements are based, except as required

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Amendment No. 4, dated April 16, 2024, to the Second Amended and Restated Credit Agreement, dated June 29, 2022, by and among Tredegar Corporation, as borrower, certain of Tredegar Corporation's material domestic subsidiaries, as guarantors, the lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent, Citizens Bank, N.A. and PNC Bank, National Association, as co-syndication agents, and Bank of America, N.A., U.S. Bank National Association and Wells Fargo Bank, National Association, as co-documentation agents. 104 Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101).

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. TREDEGAR CORPORATION (Registrant) Date: April 22, 2024 By: /s/ Kevin C. Donnelly Kevin C. Donnelly Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR