Magnera Corp 8-K, filed Mar 26, 2021
Magnera Corp (MAGN)
About this 8-K
Magnera Corp filed this 8-K on March 26, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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:
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Indicate by check mark whether the registrant is an emerging growth company in 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.
Item 7.01 Regulation FD Disclosure.
On March 26, 2021, the Company issued a press release announcing the conclusion of the antitrust regulatory process for its pending $175 million acquisition of Georgia-Pacific’s U.S nonwovens business based in Mount Holly, NC, together with an R&D center and pilot line for nonwovens product development in Memphis, TN. The expiration of the waiting period for regulatory review satisfies one of the conditions to the closing of the proposed acquisition, which remains subject to other customary conditions. The transaction is expected to close by May 31, 2021 after all other customary closing conditions have been met. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the 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, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
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.
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Glatfelter Corporation |
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March 26, 2021 |
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By: |
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/s/ Jill L. Urey |
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Name: Jill L. Urey |
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Title: Vice President, Deputy General Counsel and Corporate Secretary |
Exhibit 99.1
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NEWS RELEASE |
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Corporate Headquarters
4350 Congress Street, Suite 600
Charlotte, NC 28209 U.S.A.
www.glatfelter.com |
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For Immediate Release |
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Ramesh Shettigar |
Eileen L. Beck |
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(717) 225-2746 |
(717) 225-2793 |
GLATFELTER ANNOUNCES CONCLUSION OF REGULATORY PROCESS FOR THE ACQUISITION OF GEORGIA-PACIFIC’S U.S. NONWOVENS BUSINESS
Charlotte, North Carolina – March 26, 2021 – Glatfelter Corporation (NYSE: GLT), a leading global supplier of engineered materials, today announced the antitrust regulatory process has concluded and it may now proceed with the previously announced acquisition of Georgia-Pacific’s U.S. nonwovens business for $175 million. The transaction includes Georgia-Pacific’s Mount Holly, North Carolina airlaid manufacturing operation and an R&D center for nonwovens product development in Memphis, Tennessee, which collectively employ approximately 140 people.
“This is a significant step toward finalizing the acquisition and ensuring a smooth transition in the weeks ahead. The Mount Holly facility, along with the Memphis R&D center, are excellent complements to Glatfelter’s existing business and are important to our ongoing transformation. This transaction will further position us to better serve our customers and provide immediate financial benefit, building on the Company’s strong results in 2020,” said Dante C. Parrini, Chairman and Chief Executive Officer of Glatfelter.
The transaction is expected to close by May 31, 2021 after all other customary closing conditions have been met. Glatfelter intends to finance the acquisition through a combination of cash on hand and borrowings under its existing revolving credit facility.
Caution Concerning Forward-Looking Statements
Any statements included in this press release which pertain to future financial and business matters are “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. The Company uses words such as “anticipates”, “believes”, “expects”, “future”, “intends”, “plans”, “targets”, and similar expressions to identify forward-looking statements. Any such statements are based on the Company’s current expectations and are subject to numerous risks, uncertainties and other unpredictable or uncontrollable factors that could cause future results to differ materially from those expressed in the forward-looking statements including, but not limited to, the impacts of the COVID-19 pandemic, changes in industry, business, market, and economic conditions, demand for or pricing of its products, market growth rates and currency exchange rates. In light of these risks, uncertainties and other factors, the forward-looking matters discussed in this press release may not occur and readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements speak only as of the date of this press release and Glatfelter undertakes no obligation, and does not intend, to update these forward-looking statements to reflect events or circumstances occurring after the date of this press release. More information about these factors is contained in Glatfelter’s filings with the U.S. Securities and Exchange Commission, which are available at www.glatfelter.com.
About Glatfelter
Glatfelter is a leading global supplier of engineered materials. The Company’s high-quality, innovative and customizable solutions are found in tea and single-serve coffee filtration, personal hygiene and packaging products as well as home improvement and industrial applications. Headquartered in Charlotte, NC, the Company’s annualized net sales approximate $916 million with customers in over 100 countries and approximately 2,415 employees worldwide. Operations include eleven manufacturing facilities located in the United States, Canada, Germany, France, the United Kingdom and the Philippines. Additional information about Glatfelter may be found at www.glatfelter.com.