Magnera Corp 8-K/A, filed Aug 15, 2023
Magnera Corp (MAGN)
8-K/A
2023-08-15
For: 2023-05-31
View Original
Added on
April 09, 2026
About this 8-K/A
Magnera Corp filed this 8-K/A on August 15, 2023, reporting on events of May 31, 2023.
Items reported
- Item 2.05: Exit or restructuring costs
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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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. ¨
EXPLANATORY NOTE
This Current Report on Form 8-K/A (the “Current Report”) amends the Current Report on Form 8-K filed by Glatfelter Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on August 3, 2023, which amended the Current Report on Form 8-K filed by the Company with the SEC on May 31, 2023 (together, the “Original Reports”) and is being filed solely in order to amend and supplement the Company’s disclosure contained in Item 2.05 of the Original Reports.
| Item 2.05 | Costs Associated With Exit or Disposal Activities. | ||||
On August 15, 2023, Glatfelter Corporation (the “Company”) announced the completion of the sale of Glatfelter Ober-Schmitten GmbH, which includes the Ober-Schmitten facility in Germany (the “Facility”), and certain related distributor operations in Asia, to Ostrest GmbH. In connection with the sale, the Company has entered into a transition services agreement with Ostrest GmbH, pursuant to which the Company will provide certain transition support to Ostrest GmbH through December 31, 2023, which may be extended until March 31, 2024. In addition, the Company has entered into a limited distribution agreement with Ostrest GmbH with respect to certain Ober-Schmitten products. The Company will not receive any proceeds from the sale and expects to record a loss of approximately $15 million on the sale.
On May 31, 2023, the Company had announced that it was closing the Facility and, on August 3, 2023, disclosed that it estimated that it would incur approximately $10.4 million of cash expenses in connection with employee separation benefits associated with the closure and approximately $0.4 million of other associated costs. These expenses were recognized in the Company’s unaudited financial statements for the three and six months ended June 30, 2023 included in its Quarterly Report on Form 10-Q for the second quarter of 2023. As a result of the sale, the Company will reverse the employee separation charge which will be reflected in its Quarterly Report on Form 10-Q for the third quarter of 2023. The Company will not reverse the amounts recorded as other associated costs. The Company does not expect to incur any additional costs or expenses in connection with the Facility, except costs associated with the transition services agreement.
Item 7.01. Regulation FD Disclosure
In connection with sale of the Facility, the Company issued a press release, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
The information included under Item 7.01 of this Current Report (including the exhibits) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The exhibits to this Current Report on Form 8-K are as follows:
Exhibit number | Description | |||||||||||||
99.1 | ||||||||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||||||
Caution Concerning Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K/A pertain to future expectations, beliefs, goals, plans, or prospects constitute “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, including those related to the impact of the sale of the Facility on the previously announced costs associated with its closing, 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. In light of these risks, uncertainties and other factors, the forward-looking matters discussed in this Current Report on Form 8-K/A 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 Current Report on Form 8-K/A and the Company undertakes no obligation, and does not intend, to update these forward-looking statements to reflect events or circumstances occurring after the date of this Current Report on Form 8-K/A. More information about these factors is contained in the Company’s filings with the SEC, which are available at the SEC’s website at www.sec.gov
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 | ||||||||
| August 15, 2023 | By: | /s/ Jill L. Urey | ||||||
| Name: Jill L. Urey | ||||||||
Title: Vice President, Chief Legal & Compliance Officer & Corporate Secretary | ||||||||
For Immediate Release Investors: Media: Ramesh Shettigar Eileen L. Beck (717) 225-2746 (717) 225-2793 ramesh.shettigar@glatfelter.com eileen.beck@glatfelter.com GLATFELTER ANNOUNCES SALE OF OBER-SCHMITTEN, GERMANY FACILITY ~ Ostrest GmbH to assume ownership effective August 15, 2023 with site to remain fully operational ~ CHARLOTTE, North Carolina – August 15, 2023: Glatfelter Corporation (NYSE: GLT), a leading global supplier of engineered materials, today announced the sale of Glatfelter Ober-Schmitten GmbH and certain related distributor operations in Asia to Ostrest GmbH, a company owned by Ilkem Şahin, the chairman of the board of İŞ Holding A.Ş. “I am very pleased that Glatfelter’s Ober-Schmitten site, along with its related sales and distribution in Suzhou, China and Hong Kong, will continue to operate and service the glassine and electrical markets under the new ownership of İŞ Holding. While today’s announcement is a departure from our previously announced plan to close Ober-Schmitten, the sale of this business is a great outcome for all stakeholders, including the employees who service the customers in these markets,” said Mr. Thomas Fahnemann, President and Chief Executive Officer. “Ilkem Şahin is the chairman of the board of the family-owned and operated İŞ Holding A.Ş., a well-established enterprise with a 70-year history rooted in rich values that operates with an entrepreneurial, results-oriented spirit,” continued Mr. Fahnemann. “I am confident their culture and way of doing business will play an important role in building the future success for Ober-Schmitten. By completing this sale with an immediate effective date, Glatfelter will mitigate any anticipated costs associated with closing the Ober-Schmitten site as communicated during our second quarter earnings release.” Mr. İlkem Şahin, Chairman, IS Holding A.S. said, “With the specialty paper factory in Nidda, we are pleased to support the community and to be able to positively contribute to the over two hundred years of paper production tradition in Ober- Schmitten. The acquisition fits well into the portfolio of İŞ Holding, which thus further expands its activities in Germany. İŞ Holding sees a good perspective for the continuation of the site. Together with the site management, all employees, as well as the committees of the city of Nidda, a sustainable concept for the future will be developed and implemented in the coming weeks.” Caution Concerning Forward-Looking Statements Any statements included in this press release that 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, including those related to the impact of the sale on the previously announced costs associated with the closing the Ober-Schmitten site, 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. The risks, uncertainties and other unpredictable or uncontrollable factors are described in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”) in the Risk Factors section and under the heading “Forward-Looking Statements” in the Company’s most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which are available on the SEC’s website at www.sec.gov. 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 the Company undertakes no obligation, and N E W S R E L E A S E Corporate Headquarters 4350 Congress Street Suite 600 Charlotte, NC 28209 U.S.A. www.glatfelter.com Contacts:
does not intend, to update these forward-looking statements to reflect events or circumstances occurring after the date of this press release. About Glatfelter Glatfelter is a leading global supplier of engineered materials with a strong focus on innovation and sustainability. The Company’s high quality, technology-driven, innovative, and customizable nonwovens solutions can be found in products that are Enhancing Everyday Life®. These include personal care and hygiene products, food and beverage filtration, critical cleaning products, medical and personal protection, packaging products, as well as home improvement and industrial applications. Headquartered in Charlotte, NC, the Company’s 2022 net sales were $1.5 billion. As of December 31, 2022, we employed approximately 3,250 employees worldwide. Glatfelter’s operations utilize a variety of manufacturing technologies including airlaid, wetlaid and spunlace with fifteen manufacturing sites located in the United States, Canada, Germany, the United Kingdom, France, Spain, and the Philippines. The Company has sales offices in all major geographies serving customers under the Glatfelter and Sontara® brands. Additional information about Glatfelter may be found at www.glatfelter.com. About İŞ Holding İŞ Holding has more than twenty subsidiaries in a variety of sectors such as QSR, logistics, packaged snacks and food, agriculture, textile, energy, construction, IT, media and manufacturing of durable goods and employs more than 15,000 employees. İŞ Holding has been active since the 1950s, starting as a family business in textile and today stands as a driving force of the Turkish economy with its mission of being a multinational and entrepreneurial group through its partnerships with leading brands and companies of the world. İŞ Holding strives to produce value in a sustainable manner and consistently achieves a rapid and healthy growth through its commitment to a culture of partnership with global brands and international companies.