As filed with the Securities and Exchange Commission on August 23, 2024

Registration No. 333-      ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933​

GLATFELTER CORPORATION

(Exact name of registrant as specified in its charter)

4350 Congress Street, Suite 600
Charlotte, North Carolina 28209
(704) 885-2555

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

Jill L. Urey
Vice President, General Counsel & Compliance
Glatfelter Corporation
4350 Congress Street, Suite 600
Charlotte, North Carolina 28209
(704) 885-2555

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

With a copy to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and all other conditions to the transactions contemplated by the RMT Transaction Agreement, dated as of February 6, 2024, described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

EXPLANATORY NOTE

Glatfelter Corporation (“Glatfelter”), to be renamed Magnera Corporation (“Magnera”) in connection with the completion of the transactions described herein, is filing this registration statement on Form S-4 (Reg. No. 333-      ) to register the shares of common stock of Glatfelter, par value $0.01 per share (“Glatfelter common stock”), that will be issued in connection with the merger of Treasure Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Glatfelter (“First Merger Sub”), with and into Treasure Holdco, Inc., a Delaware corporation (“Spinco”), which is currently a wholly owned subsidiary of Berry Global Group, Inc., a Delaware corporation (“Berry”), whereby the separate corporate existence of First Merger Sub will cease and Spinco will continue as the surviving corporation and a direct wholly owned subsidiary of Glatfelter (the “First Merger”). Immediately following the First Merger, Spinco will be merged with and into Treasure Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Glatfelter (“Second Merger Sub”, and, together with First Merger Sub, the “Merger Subs”), with Second Merger Sub being the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter (the “Second Merger” and collectively with the First Merger, the “Merger”).

Prior to the Merger, subject to the terms of the Separation Agreement (as defined herein), Berry will transfer the business, operations and activities that constitute the global nonwovens and hygiene films business of Berry (the “HHNF Business”) to Spinco. In exchange therefor, Spinco will assume certain debt of the HHNF Business and will make certain cash distributions to Berry. After the Separation (as defined herein), Berry will distribute to its stockholders 100% of the issued and outstanding shares of common stock, par value $0.01 per share, of Spinco (“Spinco common stock”) held by Berry by means of a pro rata distribution (a “Spin-Off” and such distribution by way of a Spin-Off, the “Spinco Distribution”), as provided below. As a result of the First Merger, the existing shares of Spinco common stock will automatically convert into the right to receive shares of Glatfelter common stock.

Spinco is a newly formed, wholly owned subsidiary of Berry that was organized specifically for the purpose of effecting the Separation. Other than those incident to its formation and those incurred in connection with the Transactions (as defined herein), Spinco has engaged in no business activities to date, and it has no material assets or liabilities of any kind. Upon completion of the First Merger, the shares of Spinco common stock will automatically be converted into and become exchangeable for the right to receive a number of shares of Glatfelter common stock such that the aggregate number of shares of Glatfelter common stock issued to the holders of Spinco common stock as a result of the Merger represent approximately 90% of the outstanding shares of Glatfelter common stock on a fully diluted basis, following the completion of the Merger. Glatfelter shareholders will continue to hold approximately 10% of the outstanding shares of Glatfelter common stock on a fully diluted basis, following completion of the Merger. Glatfelter will file the enclosed proxy statement/prospectus, which will also serve as an information statement in connection the Form 10 discussed below (this “document”) that relates to the special meeting of Glatfelter shareholders to approve the issuance of Glatfelter common stock pursuant to the RMT Transaction Agreement and related amendments to its amended and restated Articles of Incorporation, as provided below. In addition, Spinco has filed a registration statement on Form 10 with respect to the shares of Spinco common stock to be distributed to Berry stockholders.

In addition, Glatfelter will amend its amended and restated Articles of Incorporation, to, among other things, effect a reverse stock split of all of the issued and outstanding shares of Glatfelter common stock and increase the number of authorized shares of Glatfelter common stock.

On the Closing Date (as defined herein), Berry will distribute 100% of the shares of Spinco common stock to Berry stockholders as a Spin-Off. Under a Spin-Off, each Berry stockholder as of the Distribution record date (as defined herein) will receive a pro rata number of shares of Spinco common stock. Berry stockholders will not be required to take any action to receive shares of Spinco common stock in the Spinco Distribution effected as a Spin-Off. Furthermore, the aggregate number of shares of Berry common stock outstanding will not be affected as a result of completion of the Spinco Distribution.

 

The information in this proxy statement/prospectus is not complete and may be changed. The securities offered by this proxy statement/prospectus may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED AUGUST 23, 2024

PROXY STATEMENT/PROSPECTUS
TO GLATFELTER SHAREHOLDERS

YOUR VOTE IS VERY IMPORTANT

Dear Shareholders:

As previously announced, on February 6, 2024, Glatfelter Corporation (“Glatfelter”), Treasure Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Glatfelter (“First Merger Sub”) and Treasure Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Glatfelter (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), entered into certain definitive agreements with Berry Global Group, Inc., a Delaware corporation (“Berry”) and Treasure Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Berry (“Spinco”). The definitive agreements provide for a series of transactions pursuant to which, among other things, Berry will transfer the business, operations and activities that constitute the global nonwovens and hygiene films business of Berry (the “HHNF Business”) to Spinco and distribute to its stockholders the issued and outstanding shares of common stock of Spinco (“Spinco common stock”) held by Berry (the “Spinco Distribution”). After the Spinco Distribution, First Merger Sub will be merged with and into Spinco, whereby the separate corporate existence of First Merger Sub will cease and Spinco will continue as the surviving corporation and a direct wholly owned subsidiary of Glatfelter (the “First Merger”), immediately following which Spinco will be merged with and into Second Merger Sub, whereby the separate corporate existence of Spinco will cease and Second Merger Sub will continue as the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter (the “Second Merger”, and collectively with the First Merger, the “Merger”).

The principal transactions described in this proxy statement/prospectus include the following:

•

Separation — Berry will engage in a series of transactions in order to separate the HHNF Business from Berry’s other businesses pursuant to which (1) certain assets and liabilities constituting the HHNF Business will be transferred pursuant to a separation plan to Spinco, and (2) certain excluded assets and liabilities will be transferred to Berry or other non-Spinco subsidiaries of Berry (the “Separation”).

​

•

Special Cash Payment and Issuance of Spinco Debt Securities — Spinco will make a cash distribution to Berry equal to all of the proceeds of the Spinco financing, subject to certain adjustments, including for the existing debt of the HHNF Business to be assumed by the Spinco group and other adjustments, which we refer to as the Special Cash Payment. See “The Separation and Distribution Agreement — The Separation — Special Cash Payment and Post-Closing Adjustments” for further description of adjustments to the Special Cash Payment.

​

•

Spinco Distribution — On the date on which the consummation of the Merger occurs (the “Closing Date”), Berry will distribute 100% of the shares of Spinco common stock to Berry stockholders by way of a Spin-Off.

​

•

Charter Amendments — Glatfelter will amend its amended and restated Articles of Incorporation, to, among other things, effect a reverse stock split of all issued and outstanding shares of common stock of Glatfelter, par value $0.01 per share (“Glatfelter common stock”) and increase the number of authorized shares of Glatfelter common stock.

​

•

Merger — Immediately after the Spinco Distribution, First Merger Sub will be merged with and into Spinco, whereby the separate corporate existence of First Merger Sub will cease and Spinco will continue as the surviving corporation and a direct wholly owned subsidiary of Glatfelter, immediately following which, Spinco will be merged with and into Second Merger Sub, whereby the separate corporate existence of Spinco will cease and Second Merger Sub will continue as the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter. As a result of the First Merger, the existing shares of Spinco common stock will automatically convert into the right to receive shares of Glatfelter common stock.

​

Upon completion of the First Merger, approximately 90% of the outstanding shares of Glatfelter common stock on a fully diluted basis are expected to be held by holders of Spinco common stock as of immediately prior to the First Merger and approximately 10% of the outstanding shares of Glatfelter common stock on a fully diluted basis are expected to be held by Glatfelter shareholders as of immediately prior to the First Merger (in each case, excluding any overlaps in the pre-Merger Glatfelter shareholder and Berry stockholder bases). Glatfelter will use commercially

reasonable efforts to cause the Glatfelter common stock to be issued in connection with the Merger to be authorized for listing on the New York Stock Exchange (the “NYSE”) under the symbol “MAGN”.

Glatfelter shareholders are cordially invited to attend a special meeting of Glatfelter shareholders to be held online via live audio webcast at www.virtualshareholdermeeting.com/GLT2024SM on           , 2024 (the “Glatfelter special meeting”). At the Glatfelter special meeting, Glatfelter shareholders will be asked to approve a proposal regarding the issuance of shares of Glatfelter common stock to Spinco stockholders in the Merger (the “Share Issuance proposal”), proposals regarding the amendment of Glatfelter’s amended and restated Articles of Incorporation, to increase the number of authorized shares of Glatfelter common stock and to give effect to a reverse stock split (the “Charter Amendment proposals”) and a proposal regarding the approval of a long-term incentive plan (the “Omnibus Plan proposal”).

We cannot complete the transactions necessary to combine Glatfelter and the HHNF Business, including the Merger, unless Glatfelter shareholders approve the Share Issuance proposal and the Charter Amendment proposals. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the Glatfelter special meeting, please vote or otherwise submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Glatfelter special meeting. If your shares are held in the name of a bank, brokerage firm, nominee or other record holder, please follow the instructions on the voting instruction form furnished to you by such record holder.

In addition, at the Glatfelter special meeting, Glatfelter shareholders will be asked to approve, on an advisory (non-binding) basis, certain compensation payments that will or may be paid by Glatfelter to its named executive officers in connection with the Merger (the “‘Golden Parachute’ Compensation proposal”).

The Glatfelter Board of Directors recommends that Glatfelter shareholders vote “FOR” the Share Issuance proposal, “FOR” the Charter Amendment proposals, “FOR” the Omnibus Plan proposal and “FOR” the “Golden Parachute” Compensation proposal.

The accompanying proxy statement/prospectus provides important information regarding the Glatfelter special meeting and a detailed description of the definitive agreements, the transactions necessary to combine Glatfelter and the HHNF Business and the matters to be presented at the Glatfelter special meeting. We urge you to read the accompanying proxy statement/​prospectus (and any documents incorporated by reference into the accompanying proxy statement/prospectus) carefully. Please pay particular attention to “Risk Factors” beginning on page 48 of the accompanying proxy statement/prospectus.

We thank you for your consideration and continued support of Glatfelter.

By Order of the Glatfelter Board of Directors,

Thomas M. Fahnemann
President and Chief Executive Officer

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE TRANSACTIONS OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated           , 2024, and is first being mailed to Glatfelter shareholders on or about          , 2024.

 

NOTICE OF SPECIAL MEETING OF GLATFELTER SHAREHOLDERS

Time and Date:                    ,

Place:

To Fellow Glatfelter Shareholders:

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Glatfelter (the “Glatfelter special meeting”), will be held online via live audio webcast at www.virtualshareholdermeeting.com/GLT2024SM on                 , 2024 at 8:00 a.m. Eastern Time.

ITEMS OF BUSINESS:

1.

Share Issuance Proposal.   To consider and vote on a proposal to approve the issuance of shares of common stock of Glatfelter, par value $0.01 per share (“Glatfelter common stock”), to Spinco stockholders in the Merger as contemplated by the RMT Transaction Agreement (the “Share Issuance proposal”);

​

2.

Charter Amendment Proposals.   To consider and vote on the following separate proposals to approve the amendment of Glatfelter’s Amended and Restated Articles of Incorporation (as amended, the “Glatfelter Amended Charter”):

​

A.

to increase the authorized shares of Glatfelter common stock from 120,000,000 shares to 240,000,000 shares (the “Common Stock Authorization proposal”); and

​

B.

to effect a reverse stock split of Glatfelter common stock at a ratio ranging from any whole number between 1-for-3 and 1-for-15, as determined by the Glatfelter Board of Directors (the “Glatfelter Board”) in its discretion (the “Reverse Stock Split proposal” and with the Common Stock Authorization proposal, the “Charter Amendment proposals”).

​

3.

Omnibus Plan Proposal.   To consider and vote on a proposal to approve the Magnera Corporation 2024 Omnibus Incentive Plan (the “Omnibus Plan proposal”); and

​

4.

“Golden Parachute” Compensation Proposal.   To consider and vote on a proposal to approve, on an advisory (non-binding) basis, the “golden parachute” compensation payments that will or may be paid by Glatfelter to its named executive officers in connection with the Merger (the “‘Golden Parachute’ Compensation proposal”).

​

The proxy statement/prospectus, including the annexes, contains further information with respect to the business to be transacted at the Glatfelter special meeting. We urge you to read the proxy statement/​prospectus, including any documents incorporated by reference, and the annexes carefully and in their entirety. Glatfelter will transact no other business at the Glatfelter special meeting, except for business properly brought before the Glatfelter special meeting or any adjournment or postponement thereof. Please refer to the proxy statement/prospectus of which this notice forms a part for further information with respect to the business to be transacted at the Glatfelter special meeting.

GLATFELTER BOARD RECOMMENDATION:

The Glatfelter Board carefully evaluated the Merger and other transactions in consultation with Glatfelter management and Glatfelter’s advisors, and, on February 6, 2024, the Glatfelter Board approved the RMT Transaction Agreement and other transaction documents and the transactions contemplated thereby, including the Merger, the Share Issuance proposal and the Charter Amendment proposals, and determined that the RMT Transaction Agreement and the transactions contemplated thereby are in the best

 

 

interests of Glatfelter. All members of the Glatfelter Board were in attendance at the meeting, and the Glatfelter Board unanimously recommended that Glatfelter shareholders vote “FOR” the Share Issuance proposal and “FOR” the Charter Amendment proposals.

In addition, the Glatfelter Board unanimously recommends that Glatfelter shareholders vote “FOR” the Omnibus Plan proposal and “FOR” the “Golden Parachute” Compensation proposal.

The Glatfelter Board recommends that you vote “FOR” the Share Issuance proposal, “FOR” the Charter Amendment proposals, “FOR” the Omnibus Plan proposal and “FOR” the “Golden Parachute” Compensation proposal.

WHO MAY VOTE:

The Glatfelter Board has fixed the close of business on        , 2024 as the record date for the Glatfelter special meeting (the “Glatfelter record date”). Only holders of record of shares of Glatfelter common stock, as of the Glatfelter record date are entitled to receive notice of the Glatfelter special meeting and to vote at the Glatfelter special meeting or any adjournment or postponement thereof. As of the Glatfelter record date, there were             issued and outstanding shares of Glatfelter common stock.

VOTE REQUIRED FOR APPROVAL:

Your vote is very important. We cannot complete the transactions necessary to combine Glatfelter and the HHNF Business, including the Merger, unless Glatfelter shareholders approve the Share Issuance proposal and the Charter Amendment proposals. If any of these proposals are not approved by the holders of the requisite number of shares of Glatfelter common stock, then the transactions will not occur. The approval of the Omnibus Plan and the “Golden Parachute” Compensation proposals are not conditions to the obligations of Glatfelter to complete the transactions.

The presence, in person by virtual attendance or by proxy of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter will constitute a quorum for the purposes of Glatfelter special meeting matter. Assuming a quorum is present, approval of each of the Share Issuance proposal, the Charter Amendment proposals, Omnibus Plan proposal and approval, on an advisory (non-binding) basis, of the “Golden Parachute” Compensation proposal each require the affirmative vote of a majority of the votes cast in person or by proxy at the Glatfelter special meeting by the holders of shares entitled to vote thereon.

To ensure your representation at the Glatfelter special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the internet. Please submit your proxy promptly, whether or not you expect to attend the Glatfelter special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the Glatfelter special meeting.

By Order of the Glatfelter Board of Directors,

Jill L. Urey, Secretary

           , 2024

 

 

TABLE OF CONTENTS

 

i

 

 

ii

 

 

iii

 

This proxy statement/prospectus, which will also serve as an information statement in connection Spinco’s Form 10 (this “document”) incorporates by reference important business and financial information about Glatfelter from documents filed with the SEC that have not been included in or delivered with this document. This information is available without charge at the website that the SEC maintains at www.sec.gov, as well as from other sources. See “Where You Can Find More Information; Incorporation By Reference.”

You may ask any questions about the Transactions or the Glatfelter special meeting or request additional documents, including copies of this document and the enclosed proxy card, without charge, upon written or oral request to Investor Relations, Glatfelter Corporation, 4350 Congress Street, Suite 600, Charlotte, NC 28209, telephone number (717) 225-2746 or email ir@glatfelter.com. In order to receive timely delivery of the documents, you must make your requests no later than           , 2024.

All information contained or incorporated by reference in this document with respect to Glatfelter, the Merger Subs and their respective subsidiaries, as well as information on Glatfelter after the completion of the Transactions, has been provided by Glatfelter. All other information contained in this document with respect to Berry, Spinco or their respective subsidiaries or the HHNF Business, and with respect to the terms and conditions of the Separation and Distribution, has been provided by Berry.

This document is not an offer to buy, sell or exchange, and it is not a solicitation of an offer to buy, sell or exchange, any shares of Berry common stock, Spinco common stock or Glatfelter common stock in any jurisdiction in which the offer, sale or exchange is not permitted.

 

iv

 

HELPFUL INFORMATION

Certain abbreviations and terms used in the text and notes are defined below:

 

1

 

 

2

 

 

3

 

 

4

 

 

5

 

 

6

 

QUESTIONS AND ANSWERS

The following are brief answers to common questions that you may have regarding the Transactions and the Glatfelter special meeting (as discussed below). The questions and answers in this section may not address all questions that might be important to you as a Glatfelter shareholder. To better understand these matters, and for a description of the legal terms governing the Transactions, please read this document carefully and in its entirety, including the annexes hereto, and the documents incorporated by reference herein, as well as the registration statement of which this document forms a part, including the exhibits to the registration statement. See “Where You Can Find More Information; Incorporation by Reference.”

Questions and Answers about the Transactions

Q:

What are the Transactions described in this document?

​

A:

On February 6, 2024, Berry, Spinco, Glatfelter, First Merger Sub and Second Merger Sub entered into definitive agreements, pursuant to which and subject to the terms and conditions therein, among other things:

​

(1)

Berry will complete the Separation;

​

(2)

in connection with the Separation, but prior to the Initial Spin, Spinco will pay to Berry the Special Cash Payment (expected to be approximately $1.1 billion, subject to adjustment), the calculation of which is also subject to adjustments, including: (i) an increase in the amount, if any, by which the cash and cash equivalents of Spinco as of immediately before the making of the Special Cash Payment exceeds approximately the Minimum Cash Amount, (ii) a reduction of the amount, if any, by which the Minimum Cash Amount exceeds the cash and cash equivalents of Spinco as of immediately prior to the Special Cash Payment, (iii) a reduction of the aggregate amount of the payoff letters setting forth the amount required to pay the indebtedness of Glatfelter and (iv) a reduction of the aggregate amount required to pay the transaction expenses of Berry, Spinco and Glatfelter;

​

(3)

following the Separation, BGI will complete the Initial Spin;

​

(4)

following the Initial Spin, Berry will complete the Spinco Distribution;

​

(5)

then, at the time specified in the RMT Transaction Agreement, Glatfelter will amend its Existing Glatfelter Charter pursuant to which, among other things, (a) Glatfelter will effect a reverse stock split of all of the issued and outstanding shares of Glatfelter common stock at a reverse stock split ratio to be determined by Berry and Glatfelter, and (b) the number of authorized shares of Glatfelter common stock will be increased from 120,000,000 shares to 240,000,000 shares;

​

(6)

after the Existing Glatfelter Charter is amended and immediately following the Spinco Distribution, the First Merger, with Spinco continuing as the surviving corporation and a direct wholly owned subsidiary of Glatfelter, will be effected; and

​

(7)

immediately following the First Merger and as part of the same overall transaction as the First Merger, the Second Merger, with Second Merger Sub being the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter, will be effected.

​

The Transactions are structured as a Reverse Morris Trust-type transaction. This structure was chosen because, among other things, it provides a tax-efficient method to combine Glatfelter and the HHNF Business.

The Special Cash Payment will constitute the consideration that Berry will receive in connection with the Closing.

In the Merger, each issued and outstanding share of Spinco common stock (except for shares of Spinco common stock held by Spinco as treasury stock or by any other subsidiary of Spinco (those subsidiaries, together with Spinco, a “Spinco Entity”), which will be canceled and cease to exist, and no stock or consideration will be delivered in exchange therefor) will automatically convert into the right to

 

7

 

receive a number of shares of Glatfelter common stock. Upon completion of the First Merger, holders of Berry common stock that received shares of Spinco common stock in the Spinco Distribution will own approximately 90% of the outstanding shares of Glatfelter common stock on a fully diluted basis and holders of Glatfelter common stock as of immediately prior to the First Effective Time will own approximately 10% of the outstanding shares of Glatfelter common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger Glatfelter shareholder and Berry stockholder bases, as described under “The Transactions — Calculation of the Merger Consideration.”

THE SPINCO DISTRIBUTION AND THE MERGER ARE A REVERSE MORRIS TRUST-TYPE TRANSACTION AND ARE EXPECTED TO BE TAX-FREE TO BERRY STOCKHOLDERS FOR U.S. FEDERAL INCOME TAX PURPOSES, EXCEPT TO THE EXTENT THAT CASH IS PAID TO BERRY STOCKHOLDERS IN LIEU OF FRACTIONAL SHARES IN THE MERGER.

The definitive agreements entered into in connection with the Transactions include (1) the RMT Transaction Agreement, (2) the Separation Agreement, (3) the Employee Matters Agreement and (4) the Tax Matters Agreement. In addition, Berry and Glatfelter and certain of their respective affiliates, including Spinco, will enter into other Ancillary Agreements in connection with the Transactions. These agreements, which are described in greater detail in “Other Agreements Related to the Transactions,” will govern the relationship among Berry and Glatfelter and their respective affiliates, including Spinco, after the completion of the Transactions.

On the Closing Date, Berry will distribute 100% of the shares of Spinco common stock to Berry stockholders by way of a Spin-Off. Prior to the Spinco Distribution Date, the Berry Board will, in accordance with applicable law, establish (or designate a committee of the Berry Board to establish) a Distribution record date to allow the Spinco Distribution to occur as promptly as practicable and any appropriate procedures in connection with a Spin-Off. Each record holder of Berry common stock on the Distribution record date (other than Berry or any member of the Berry Group) will be entitled to receive for each share of Berry common stock held by such record holder as of the Distribution record date a number of shares of Spinco common stock equal to the total number of shares of Spinco common stock held by Berry on the Spinco Distribution Date (and following the Initial Spin), multiplied by a fraction, the numerator of which is the number of shares of Berry common stock held by such record holder as of the Distribution record date and the denominator of which is the total number of shares of Berry common stock outstanding on the Distribution record date (for the avoidance of doubt, excluding shares held by any member of the Berry Group or the Spinco Group).

The agent for the Spinco Distribution (the “Distribution Agent”) will hold book-entry shares representing all of the outstanding shares of Spinco common stock distributed in the Spinco Distribution for the account of those stockholders’ receiving shares of Spinco common stock in the Spinco Distribution, pending the completion of the Merger. Shares of Spinco common stock will not be able to be traded during this period. At the First Effective Time, those shares of Spinco common stock held by the Distribution Agent will automatically convert into the right to receive shares of Glatfelter common stock, as described above. At the Second Effective Time, Second Merger Sub will merge with and into Spinco, whereby the separate corporate existence of Spinco will cease and Second Merger Sub will continue as the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter. The Spinco Distribution and the Merger are subject to certain conditions set forth in the RMT Transaction Agreement and the Separation Agreement. See “The Separation and Distribution Agreement — Conditions to the Spinco Distribution” and “The RMT Transaction Agreement — Conditions to the Merger.”

Prior to the First Effective Time, Glatfelter will amend the Existing Glatfelter Charter to, among other things, (a) effect a reverse stock split of all of the issued and outstanding shares of Glatfelter common stock at a reverse stock split ratio to be determined by Berry and Glatfelter, and (b) increase the number of authorized shares of Glatfelter common stock from 120,000,000 shares to 240,000,000 shares. For further details regarding the reverse stock split, see “Information About the Glatfelter Special Meeting — Share Issuance, Charter Amendment, Omnibus Plan and “Golden Parachute” Compensation Proposals.” See “Material U.S. Federal Income Tax Consequences” for a discussion of the anticipated tax effects of the reverse stock split.

 

8

 

Upon completion of the First Merger, approximately 90% of the outstanding shares of Glatfelter common stock on a fully diluted basis are expected to be held by holders of Spinco common stock as of immediately prior to the First Effective Time and approximately 10% of the outstanding shares of Glatfelter common stock on a fully diluted basis are expected to be held by Glatfelter shareholders as of immediately prior to the First Effective Time (in each case, excluding any overlaps in the pre-Merger Glatfelter shareholder and Berry stockholder bases). See “Risk Factors — Risk Factors Relating to the Transactions — Glatfelter shareholders will, in the aggregate, have a significantly reduced ownership and voting interest in Glatfelter after the completion of the Transactions and will exercise less influence over management.”

Following the Transactions, Glatfelter, as the combined company, will own and operate the HHNF Business through Spinco and will also continue Glatfelter’s current businesses. Upon Closing, Glatfelter will change its name to Magnera Corporation (“Magnera”) and the NYSE ticker symbol to “MAGN”.

Q:   What are the steps for the Transactions described above?

A:

Below is a step-by-step list illustrating the material events relating to the Separation, the Spinco Distribution and the Merger. Each of these events, as well as any conditions to their completion, is discussed in more detail elsewhere in this document.

​

Step #1 — The Separation.   Prior to the Spinco Distribution and the Merger, Berry will assign, transfer, convey and deliver (or will cause each of its applicable subsidiaries to assign, transfer, convey and deliver) to Spinco, or the applicable member(s) of the Spinco Group, certain assets and liabilities constituting the HHNF Business and will cause the members of the Spinco Group to assign, transfer, convey and deliver to Berry or one or more of its other subsidiaries designated by Berry (other than any member of the Spinco Group) certain excluded assets and excluded liabilities in order to separate the HHNF Business, in each case, as set forth in and subject to the terms and conditions of the Separation Agreement.

Step #2 — Special Cash Payment.   In connection with the Separation but prior to the First Effective Time, and as a condition to the Spinco Distribution, Spinco will make the Special Cash Payment to Berry, which is a cash distribution to Berry equal to the sum of (a) all of the proceeds of the Spinco Financing, (b) plus (i) the amount, if any, by which the cash and cash equivalents of Spinco as of immediately before the making of the Special Cash Payment exceeds the Minimum Cash Amount, or minus (ii) the amount, if any, by which the Minimum Cash Amount exceeds the cash and cash equivalents of Spinco as of immediately before the making of the Special Cash Payment, minus (c) the aggregate amount of the payoff letters setting forth the amount required to pay the indebtedness of Glatfelter, minus (d) the aggregate amount required to pay the transaction expenses of Berry, Spinco and Glatfelter. See “The Separation and Distribution Agreement — The Separation — Special Cash Payment and Post-Closing Payments” for further description of adjustments to the Special Cash Payment. The Spinco Cash Distribution is expected to be approximately $1.1 billion, subject to adjustment, and will constitute the consideration that Berry will receive in connection with the Closing.

Step #3 — Initial Spin.   Following the Separation and prior to the Spinco Distribution, BGI will distribute all of the issued and outstanding shares of Spinco common stock to Berry.

Step #4 — The Spinco Distribution.   On the Closing Date, Berry will distribute 100% of the shares of Spinco common stock to Berry stockholders. Each record holder of Berry common stock on the Distribution record date (other than Berry or any member of the Berry Group) will be entitled to receive for each share of Berry common stock held by such record holder as of the Distribution record date a number of shares of Spinco common stock equal to the total number of shares of Spinco common stock held by Berry on the Spinco Distribution Date (and following the Initial Spin), multiplied by a fraction, the numerator of which is the number of shares of Berry common stock held by such record holder as of the Distribution record date and the denominator of which is the total number of shares of Berry common stock outstanding on the Distribution record date (for the avoidance of doubt, excluding shares held by any member of the Berry Group or the Spinco Group). See “The Separation and Distribution Agreement — The Spinco Distribution.”

 

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Step #5 — The Existing Glatfelter Charter Amendment.   On the Closing Date and prior to the First Effective Time, Glatfelter will amend the Existing Glatfelter Charter to, among other things, (a) effect a reverse stock split of all of the issued and outstanding shares of Glatfelter common stock at a reverse stock split ratio to be determined by Berry and Glatfelter, and (b) increase the number of authorized shares of Glatfelter common stock from 120,000,000 shares to 240,000,000 shares. The Glatfelter Amended Charter will be the articles of incorporation of Glatfelter until duly amended as provided therein or by applicable law.

Step #6 — The Merger.   In the First Merger, First Merger Sub will merge with and into Spinco, with Spinco continuing as the surviving corporation and wholly owned subsidiary of Glatfelter, and, in the Second Merger, Spinco will merge with and into Second Merger Sub, with Second Merger Sub being the surviving limited liability company and wholly owned subsidiary of Glatfelter. In the Merger, each issued and outstanding share of Spinco common stock (except for shares of Spinco common stock held by Spinco as treasury stock or by any other Spinco Entity, which will be canceled and cease to exist and no consideration will be delivered in exchange therefor) will automatically convert into the right to receive a number of shares of Glatfelter common stock such that immediately following the First Effective Time, such holders of Berry common stock that received shares of Spinco common stock in the Spinco Distribution will own approximately 90% of the outstanding shares of Glatfelter common stock on a fully diluted basis and holders of Glatfelter common stock as of immediately prior to the First Effective Time will own approximately 10% of the outstanding shares of Glatfelter common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger Glatfelter shareholder and Berry stockholder bases, as described under “The Transactions — Calculation of the Merger Consideration.”

The foregoing is subject to certain conditions to their completion. See “The RMT Transaction Agreement — Conditions to the Merger,” “The Separation and Distribution Agreement — Conditions to the Separation” and “The Separation and Distribution Agreement — Conditions to the Spinco Distribution.”

Q:   What are Glatfelter’s reasons for pursuing the Transactions?

A:

In reaching its decision to approve the Transaction Documents and the Transactions and recommend that Glatfelter shareholders approve the Share Issuance proposal and the Charter Amendment proposals, the Glatfelter Board considered several factors as a whole and considered the relevant information and factors to be favorable to, and in support of, its determination. During its deliberations, the Glatfelter Board also considered a variety of risks and other potentially negative factors. For the factors considered by the Glatfelter Board in reaching its decision, see “Recommendation of the Glatfelter Board; Glatfelter’s Reasons for the Transactions.”

​

Q:   What is a Reverse Morris Trust-type transaction?

A:

A Reverse Morris Trust-type transaction structure allows a parent company (in this case, Berry) to divest a subsidiary (in this case, Spinco) in a tax-efficient manner. The first step of such a transaction is a distribution of the subsidiary’s stock to the parent company stockholders (in this case, Berry’s distribution of the Spinco common stock to Berry stockholders in the Spinco Distribution, following the Separation, the Special Cash Payment and the Initial Spin) in a transaction that is generally tax-free under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”). The distributed subsidiary then combines with a third party (in this case, First Merger Sub and Second Merger Sub through the Merger). Such a transaction can qualify as generally tax-free for U.S. federal income tax purposes for the parent company and its stockholders if the transaction structure meets all applicable requirements, including that the parent company stockholders own more than 50% of the stock of the combined entity immediately after the business combination. For information about the material tax consequences resulting from the Transactions, see “Material U.S. Federal Income Tax Consequences.”

​

The parties determined that a Reverse Morris Trust-type transaction structure was an effective and efficient choice for the Transactions because, among other things, it provides a tax-efficient method to combine Glatfelter and the HHNF Business, thereby making a Reverse Morris Trust-type structure economically more appealing to the parties as compared to a taxable transaction structure.

 

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Q:   What will be the relationship among Berry, Glatfelter and Spinco after the completion of the Transactions?

A:

Following the Transactions, Spinco will no longer be a subsidiary of Berry. Instead, in the First Merger, First Merger Sub will merge with and into Spinco, whereby the separate corporate existence of First Merger Sub will cease and Spinco will continue as the surviving corporation and a direct wholly owned subsidiary of Glatfelter, and, subsequently, in the Second Merger, Spinco will merge with and into Second Merger Sub, whereby the separate corporate existence of Spinco will cease and Second Merger Sub will continue as the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter.

​

Berry, Spinco and Glatfelter have entered into certain agreements, and will enter into certain additional agreements, that will govern certain arrangements among them following the completion of the Transactions relating to, among other things, employee matters, tax matters, transition services, intellectual property matters and data rights. See “Other Agreements Related to the Transactions.”

Q:   What equity stake will Glatfelter shareholders and Berry stockholders hold in Glatfelter following the Transactions?

A:

It is expected that upon completion of the First Merger, holders of Berry common stock that received shares of Spinco common stock in the Spinco Distribution will own approximately 90% of the outstanding shares of Glatfelter common stock on a fully diluted basis and holders of Glatfelter common stock as of immediately prior to the First Effective Time will own approximately 10% of the outstanding shares of Glatfelter common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger Glatfelter shareholder and Berry stockholder bases, as described under “The Transactions — Calculation of the Merger Consideration.” The ownership of Magnera following the Transactions was the result of a negotiated value exchange between Berry and Glatfelter, which was based upon each party’s valuations, prior to the execution of the RMT Transaction Agreement and the Separation Agreement, of Glatfelter and the HHNF Business.

​

Q:   What will Berry stockholders receive in the Transactions?

A:

On the Closing Date, Berry will distribute 100% of the shares of Spinco common stock to Berry stockholders. Each record holder of Berry common stock on the Distribution record date (other than Berry or any member of the Berry Group) will be entitled to receive for each share of Berry common stock held by such record holder as of the Distribution record date a number of shares of Spinco common stock equal to the total number of shares of Spinco common stock held by Berry on the Spinco Distribution Date (and following the Initial Spin), multiplied by a fraction, the numerator of which is the number of shares of Berry common stock held by such record holder as of the Distribution record date and the denominator of which is the total number of shares of Berry common stock outstanding on the Distribution record date (for the avoidance of doubt, excluding shares held by any member of the Berry Group or the Spinco Group). In the Merger, each issued and outstanding share of Spinco common stock (except for shares of Spinco common stock held by Spinco as treasury stock or held by any other member of the Spinco Group, which will be canceled and cease to exist, and no consideration will be delivered in exchange therefor) will automatically convert into the right to receive a number of shares of Glatfelter common stock such that immediately following the First Effective Time, such holders of Berry common stock that received shares of Spinco common stock in the Spinco Distribution will own approximately 90% of the outstanding shares of Glatfelter common stock on a fully diluted basis and holders of Glatfelter common stock as of immediately prior to the First Effective Time will own approximately 10% of the outstanding shares of Glatfelter common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger Glatfelter shareholder and Berry stockholder bases, as described under “The Transactions — Calculation of the Merger Consideration.” Holders of Spinco common stock will receive cash from the Exchange Agent (as defined herein) in lieu of any fractional shares of Glatfelter common stock to which such stockholders would otherwise be entitled. All shares of Glatfelter common stock issued in the Merger will be issued in book-entry form.

​

As of August 13, 2024, based on the 5-day average reported closing price of $1.65 on the NYSE of Glatfelter common stock as of such date and assuming a share issuance of approximately 429,445,044

 

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shares, the shares of Glatfelter common stock that Glatfelter expects to issue in the Merger would have a market value of approximately $708,584,323 in the aggregate (the actual value will not be known until the Closing Date). The actual total value of the shares of Glatfelter common stock to be issued in the Merger will depend on the market price of Glatfelter common stock following the completion of the Transactions. As a result of the Transactions, the market price of Glatfelter common stock could be significantly different from the reported closing price on the NYSE of Glatfelter common stock prior to the completion of the Transactions. See “The Transactions — Calculation of the Merger Consideration.”

Q:

Are there any conditions to the completion of the Transactions?

​

A:

Yes. Each party’s obligation to complete the Merger is subject to the satisfaction or waiver by Berry and/or Glatfelter at or prior to the Closing of each of the following conditions:

​

•

the Distribution Registration Statement and the Glatfelter Registration Statement must become effective under the Securities Act of 1933, as amended (the “Securities Act”);

​

•

the Glatfelter Shareholder Approval must be obtained;

​

•

certain required regulatory approvals, as further described in the RMT Transaction Agreement, must be in full force and effect;

​

•

the Initial Spin, the Spinco Distribution and the Separation must have been completed;

​

•

the expiration or termination of any waiting period applicable to the Merger under applicable antitrust or competition laws in the United States and receipt of additional antitrust approvals in applicable jurisdictions;

​

•

Spinco must receive cash proceeds from the borrowing by Spinco under the Spinco Financing Agreements;

​

•

the Special Cash Payment must be consummated in accordance with the terms of the Separation Agreement;

​

•

the receipt by Berry, with a copy to Glatfelter, of (1) the Tax Opinions from Berry’s tax counsel, dated as of the Closing Date, and (2) the IRS Ruling; and

​

•

other customary conditions.

​

Completion of the Separation is subject to the satisfaction or waiver by Berry and Glatfelter of the following condition:

•

each of the parties to the RMT Transaction Agreement must irrevocably confirm to each other that each of the conditions to such party’s obligations to effect the Merger has been satisfied, will be satisfied at the time of the Initial Spin or, subject to applicable laws, is or has been waived by such party.

​

Completion of the Spinco Distribution is subject to the satisfaction or waiver by Berry and Glatfelter of the following conditions:

•

the completion of the Separation substantially in accordance with the separation plan (other than those steps that are expressly contemplated to occur at or after the Spinco Distribution);

​

•

the completion of the Special Cash Payment in accordance with the Separation Agreement;

​

•

receipt by the Berry Board of the Solvency Opinion from an independent appraisal firm as to the solvency of Spinco and the solvency and surplus of Berry; and such Solvency Opinion will be reasonably acceptable to Berry in form and substance in Berry’s sole discretion; and such Solvency Opinion will not have been withdrawn or rescinded or modified in any respect adverse to Berry;

​

•

the execution and delivery of the Ancillary Agreements by each party thereto;

​

•

each of the conditions to Berry’s obligations to effect the Merger must be satisfied or waived (other than those conditions that by their nature are to be satisfied contemporaneously with the Initial Spin, the Spinco Distribution and/or the Merger, so long as such conditions are capable of being satisfied at such time); and

​

 

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•

Glatfelter must have irrevocably confirmed to Berry that each of the conditions to Glatfelter’s obligations to effect the Merger has been satisfied, will be satisfied at the time of the Initial Spin and the Spinco Distribution or, subject to applicable laws, is or has been waived by Glatfelter.

​

Many of the conditions, including without limitation the conditions related to the Solvency Opinion and the Tax Opinions, are not expected to be satisfied prior to the Glatfelter shareholder meeting. The Solvency Opinion will be solely for the benefit of the Berry Board in connection with Spinco Distribution and accordingly will not be provided to Glatfelter shareholders.

For a description of the material conditions precedent to the Transactions, see “The RMT Transaction Agreement — Conditions to the Merger,” “The Separation and Distribution Agreement — Conditions to the Separation” and “The Separation and Distribution Agreement — Conditions to the Spinco Distribution.”

Q:   What will Glatfelter shareholders receive in the Transactions?

A:

Glatfelter shareholders will not directly receive any consideration in the Merger. Prior to the First Effective Time, Glatfelter will amend the Existing Glatfelter Charter (as defined herein) to, among other things, (a) effect a reverse stock split of all of the issued and outstanding shares of Glatfelter common stock at a reverse stock split ratio to be determined by Berry and Glatfelter, and (b) increase the number of authorized shares of Glatfelter common stock from 120,000,000 shares to 240,000,000 shares. Immediately after the Merger, Glatfelter shareholders will own shares in the combined company, Magnera, which will include the HHNF Business by virtue of the fact that Spinco will be merged with and into Second Merger Sub, whereby the separate corporate existence of Spinco will cease and Second Merger Sub will continue as the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter. Glatfelter expects to become responsible for up to approximately $2,053 million of debt, including existing debt of the HHNF Business to be assumed by the Spinco Group, and debt that may be incurred by Spinco and used on the Closing Date to finance, in part, the Special Cash Payment and to otherwise fund the other Transactions and to pay the related transaction fees and expenses, with the ultimate amount of such debt subject to adjustment, as described in “The Separation and Distribution Agreement — The Separation — Special Cash Payment and Post-Closing Payments.” After the completion of the Transactions, the debt obligations incurred by Spinco with respect to the credit facilities contemplated pursuant to the Spinco Commitment Letter (as defined herein) will initially be guaranteed by Glatfelter. In addition, the consolidated indebtedness of Glatfelter and its subsidiaries will include the indebtedness of Spinco. See “Debt Financing.”

​

Q:   What is the estimated total value of the Transactions?

A:

As of August 13, 2024, before giving effect to the reverse stock split contemplated by the Reverse Stock Split proposal, Glatfelter expects to issue approximately 429,445,044 shares of Glatfelter common stock in the Merger, which amount is subject to change based on the timing of the Transactions and the terms of the Transaction Documents. See “The Transactions — Calculation of the Merger Consideration.” In addition, Berry will receive a one-time Special Cash Payment, the calculation of which is subject to certain adjustments. Based upon the 5-day average reported closing price of $1.65 per share for Glatfelter common stock on the NYSE as of August 13, 2024, and assuming a Share Issuance of approximately 429,445,044 shares and no adjustments to the Special Cash Payment, the total combined value of the shares to be issued by Glatfelter and the cash expected to be received by Berry from Spinco would be approximately $1,809 billion. The actual number and value of the shares of Glatfelter common stock to be issued in the Merger will depend on the market price of Glatfelter common stock following the completion of the Transactions, and the amount of the Special Cash Payment will be determined based on adjustments thereto (if any). See “The Separation and Distribution Agreement — The Separation — Special Cash Payment and Post-Closing Payments.” As a result of the Transactions, the market price of Glatfelter common stock could be significantly different from the reported closing price on the NYSE of Glatfelter common stock prior to the completion of the Transactions.

​

 

13

 

Q:

Are there possible adverse effects on the value of Glatfelter common stock to be received by Glatfelter and Berry stockholders?

​

A:

The Share Issuance and the structure of the Spinco Distribution as a Spin-Off could negatively affect the market price of Glatfelter common stock, including as a result of sales of a large number of shares of Glatfelter common stock in the market after the completion of the Transactions or even the perception that these sales could occur. See “Risk Factors — Risk Factors Relating to the Transactions —​The price of Glatfelter common stock could be adversely affected by the Spinco Distribution.”

​

Glatfelter also expects to incur significant one-time costs in connection with the Transactions, including advisory, legal, accounting and other professional fees related to the Transactions, transition and integration expenses, such as consulting professionals’ fees, information technology implementation costs, financing fees and retention costs for certain executives, that Glatfelter management believes will be necessary to realize anticipated cost synergies. The incurrence of these costs may have an adverse effect on Glatfelter’s liquidity or operating results in the periods in which they are incurred. Furthermore, Glatfelter’s consolidated indebtedness will increase substantially from that prior to the Transactions. This increased level of indebtedness could adversely affect Glatfelter, including by decreasing its business flexibility, which may result in declines in the market price of Glatfelter common stock. Finally, Magnera will be required to devote a significant amount of time and attention to the process of integrating the operations of Glatfelter and the HHNF Business. The market price of Glatfelter common stock may be adversely affected if the Transactions are not successful or do not achieve the anticipated financial and other benefits, including the synergies Glatfelter expects to achieve, due to integration or other challenges. The success of Glatfelter’s business will also depend, in part, on factors such as Glatfelter’s ability to compete effectively in highly competitive industries and Glatfelter’s ability to attract and retain customers. See “Risk Factors” for a further discussion of the material risks relating to the Transactions and Magnera.

Q:   How will the Transactions impact the future liquidity and capital resources of Magnera?

A:

Glatfelter’s level of consolidated indebtedness will increase as a result of the Transactions. Spinco expects to incur total indebtedness of up to approximately $1,585 million in connection with the term loan credit facility contemplated by the Spinco Commitment Letter. See “Debt Financing.” Following the completion of the Transactions, all obligations of Spinco with respect to the credit facilities contemplated by the Spinco Commitment Letter will be initially guaranteed by Glatfelter. In addition, following the Merger, by virtue of the fact that Spinco will be merged with and into Second Merger Sub, whereby the separate corporate existence of Spinco will cease and Second Merger Sub will continue as the surviving limited liability company and will be a direct wholly owned subsidiary of Glatfelter, the consolidated indebtedness of Glatfelter and its subsidiaries will include the indebtedness of Spinco. Glatfelter anticipates that its primary sources of liquidity for working capital and operating activities will be cash from operations and borrowings under the revolving credit facility contemplated by the Spinco Commitment Letter. Glatfelter expects that these sources of liquidity will be sufficient to make required payments of interest on the outstanding Glatfelter debt and to fund working capital and capital expenditure requirements, including the significant one-time costs relating to the Transactions. Glatfelter expects that Spinco will be able to comply with the financial and other covenants relating to the credit facilities contemplated by the Spinco Commitment Letter.

​

Q:   How will the rights of Glatfelter shareholders change after the Transactions?

A:

In connection with the Transactions, Glatfelter will amend the Existing Glatfelter Charter. On the Closing Date and prior to the First Effective Time, Glatfelter will amend the Existing Glatfelter Charter to, among other things, (a) effect a reverse stock split of all of the issued and outstanding shares of Glatfelter common stock at a reverse stock split ratio to be determined by Berry and Glatfelter, and (b) increase the number of authorized shares of Glatfelter common stock from 120,000,000 shares to 240,000,000 shares. The Glatfelter Amended Charter will be the articles of incorporation of Glatfelter until duly amended as provided therein or by applicable law. For a description of the rights of stockholders under the Existing Glatfelter Charter, see “Description of Capital Stock of Glatfelter.”

​

 

14

 

Q:   What will Berry receive in the Transactions?

A:

Prior to the Spinco Distribution, Berry will receive the Special Cash Payment in an amount equal to all of the proceeds of the Spinco Financing, after taking into account certain adjustments to calculate the Special Cash Payment, including, (i) an increase in the amount, if any, by which the cash and cash equivalents of Spinco as of immediately prior to the Special Cash Payment exceeds the Minimum Cash Amount, (ii) a reduction of the amount, if any, by which the Minimum Cash Amount exceeds the cash and cash equivalents of Spinco as of immediately prior to the Special Cash Payment, (iii) a reduction of the aggregate amount of the payoff letters setting forth the amount required to pay certain indebtedness of Glatfelter and (iv) a reduction of the aggregate amount required to pay the transaction expenses of Berry, Spinco and Glatfelter. See “The Separation and Distribution Agreement — The Separation — Special Cash Payment and Post-Closing Payments” for further description of adjustments to the Special Cash Payment.

​

Q:

Will the Spinco Distribution and the Merger affect the Berry equity-based awards held by Spinco Employees?

​

A:

Yes. Certain Spinco Employees hold awards of units representing a general unsecured promise by Berry to deliver a share of Berry common stock (or the cash equivalent of Berry common stock), upon the satisfaction of a vesting requirement, other than a performance based vesting requirement (“Berry RSU Awards”), an option to purchase shares of Berry common stock (“Berry Option Awards”) and/or dividend equivalent rights representing a general unsecured promise by Berry to deliver a cash payment, upon satisfaction of a vesting requirement with respect to a Berry option (“Berry DER Award”). Upon or following the Closing, with respect to Spinco Employees (other than those certain Spinco Employees specifically identified in the Employee Matters Agreement who are currently employed by the Spinco Group (the “Excluded Spinco Employees”)), (1) each Berry RSU Award that was granted prior to February 6, 2024, and is outstanding (whether vested or unvested) as of the Closing will be cancelled, and Glatfelter will grant each such Spinco Employee an award of units representing a general unsecured promise by Glatfelter to deliver a share of Glatfelter common stock (or the cash equivalent of Glatfelter common stock), upon the satisfaction of a vesting requirement, other than a performance based vesting requirement (“Glatfelter RSU”), subject to the same terms and conditions as Berry RSU Awards, except that the number of shares of Glatfelter common stock to which such Glatfelter RSU relates will be equal to the product, rounded up to the nearest whole number of shares, obtained by multiplying (a) the number of shares of Berry common stock to which the corresponding Berry RSU Award related immediately prior to the Closing by (b) the Glatfelter Equity Adjustment Ratio (as defined herein), (2) each unvested Berry Option Award that was granted prior to February 6, 2024, and is outstanding as of the Closing will be cancelled, and Glatfelter will grant each such Spinco Employee a Glatfelter RSU that shall result in the same economic benefit to the Spinco Employee as the Berry Option Award provided immediately prior to the cancellation and replacement, (3) each vested Berry Option Award that was granted prior to February 6, 2024, and is outstanding as of the Closing shall remain outstanding and subject to the same terms and conditions in effect prior to the Closing, except that each Spinco Employee will be treated as having terminated employment due to retirement under the terms and conditions of such vested Berry Option Awards, and (4) each unvested Berry DER Award that was granted prior to February 6, 2024, and is outstanding as of the Closing will be cancelled and Glatfelter will grant each such Spinco Employee a Glatfelter RSU that shall result in the same economic benefit to the Spinco Employee as the Berry DER Award provided immediately prior to the cancellation and replacement and, upon satisfaction of a vesting requirement with respect to the cancelled Berry DER Award on the same terms and conditions and for the same number of shares to which the unvested Berry DER Awards relate. Berry will pay to Spinco Employees any unpaid but vested portion of any outstanding Berry DER Awards, less any applicable withholding taxes. Each Berry RSU Award, Berry Option Award and unvested Berry DER Award granted to an Excluded Spinco Employee that is outstanding as of the Closing will remain an award denominated in Berry common stock with the same terms and conditions, provided that such award may be equitably adjusted to the extent necessary to prevent the dilution or enlargement of rights thereunder as determined by the compensation committee of the Berry Board (the “Berry Compensation Committee”) to reflect the Spinco Distribution.

​

 

15

 

For a more complete description of the treatment of Berry equity-based awards held by Spinco Employees that are outstanding as of the Closing, see “The Transactions — Effects of the Spinco Distribution and the Merger on Outstanding Berry Equity-Based Awards.”

Q:

Will the Spinco Distribution and the Merger affect the Berry equity-based awards held by Berry
employees?

​

A:

Certain current and former employees of Berry who are not currently or will not become Spinco Employees as a result of the Spinco Distribution hold equity-based awards relating to shares of Berry common stock. Upon or following the Closing, each Berry RSU Award, award of units representing a general unsecured promise by Berry to deliver a share of Berry common stock (or the cash equivalent of a share of Berry common stock), upon the satisfaction of a performance-based vesting requirement (“Berry PSU Award”), Berry Option Award and Berry DER Award, in each case that is outstanding as of the Closing and held by a Berry employee, will remain an award denominated in Berry common stock with the same terms and conditions, provided that such award may be equitably adjusted to the extent needed to prevent the dilution or enlargement of rights thereunder as determined by the Berry Compensation Committee to reflect the Spinco Distribution.

​

For a more complete description of the treatment of Berry equity-based awards held by Berry employees that are outstanding as of the Closing, see “The Transactions — Effects of the Spinco Distribution and the Merger on Outstanding Berry Equity-Based Awards.”

Q:

What are the material U.S. federal income tax consequences to Berry stockholders resulting from the Transactions?

​

A:

The completion of the Initial Spin, the Spinco Distribution, the Merger and certain related Transactions are conditioned upon Berry’s receipt, with a copy to Glatfelter, of (1) an opinion from its tax counsel substantially to the effect that, among other things, for U.S. federal income tax purposes, the Initial Spin, taken together with certain related Transactions, will qualify as a “reorganization” under Section 368(a)(1)(D) of the Code and a tax-free distribution under Section 355 of the Code, (2) an opinion from its tax counsel substantially to the effect that the Spinco Distribution will qualify as a tax-free distribution under Section 355 of the Code, (3) an opinion from its tax counsel substantially to the effect that the Merger will qualify as a “reorganization” under Section 368(a) of the Code (collectively, the “Tax Opinions”) and (4) a private letter ruling from the Internal Revenue Service (the “IRS”) regarding the qualification of the Separation, the Initial Spin, the Spinco Distribution, the Special Cash Payment and certain related Transactions for tax-free treatment (the “IRS Ruling”), which Berry has received from the IRS. Provided that such transactions so qualify, Berry stockholders will not recognize any income, gain or loss for U.S. federal income tax purposes upon the receipt of (1) Spinco common stock in the Spinco Distribution, or (2) Glatfelter common stock in the Merger (except for any gain or loss attributable to the receipt of cash in lieu of fractional shares of Glatfelter common stock). See “Material U.S. Federal Income Tax Consequences” for more information regarding the potential tax consequences of the Transactions.

​

Q:

What are the material U.S. federal income tax consequences to Glatfelter and Glatfelter shareholders resulting from the Transactions?

​

A:

Glatfelter will not recognize any gain or loss for U.S. federal income tax purposes upon the completion of the Merger. Because Glatfelter shareholders in their capacity as such will not receive consideration in the Initial Spin, the Spinco Distribution or the Merger, Glatfelter shareholders will generally not recognize gain or loss for U.S. federal income tax purposes upon the Initial Spin, the Spinco Distribution or the Merger. The reverse stock split is expected to qualify as a recapitalization within the meaning of Section 368(a)(1)(E) of the Code. Provided the reverse stock split so qualifies, Glatfelter shareholders will not recognize any gain or loss on the reverse stock split, except with respect to the amount of cash (if any) received in respect of a fractional share. See “Material U.S. Federal Income Tax Consequences” for more information regarding the potential tax consequences of the Transactions. Glatfelter shareholders should consult their own tax advisors for a full understanding of the tax consequences to them of the Transactions considering their particular circumstances.

​

 

16

 

Q:

Are there risks associated with the Transactions?

​

A:

Yes. The material risks and uncertainties associated with the Transactions are discussed in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Those risks include, among others, the possibility that the Transactions may not be completed, the possibility that Glatfelter may fail to realize the anticipated financial and other benefits of the Merger, the uncertainty that Glatfelter will be able to integrate the HHNF Business successfully, the possibility that Glatfelter may be unable to provide benefits and services or access to equivalent financial strength and resources to the HHNF Business that historically have been provided by Berry and the substantial dilution to the ownership interest of current Glatfelter shareholders following the completion of the Merger.

​

Q:

Who will serve on the Glatfelter Board following the completion of the Transactions?

​

A:

As of the Second Effective Time, the Glatfelter Board will consist of nine directors, consisting of the Chief Executive Officer of Glatfelter as of immediately after the Second Effective Time (the “CEO Designee”), five directors designated by Berry (“Berry Designees”) and three directors designated by Glatfelter, including the Chairperson of the Glatfelter Board as of immediately after the Second Effective Time (“Glatfelter Designees”). The initial term of Berry Designees and Glatfelter Designees will expire immediately following Glatfelter’s first annual meeting of shareholders that occurs after the Second Effective Time. As of the expiration of such initial term, each member of the Glatfelter Board will thereafter be elected for a one-year term expiring immediately following each of Glatfelter’s annual meeting of shareholders. At least two of the Berry Designees and one of the Glatfelter Designees will be eligible to serve on the audit committee of the Glatfelter Board under the applicable requirements of the SEC and the NYSE. See “The Transactions — Board of Directors and Management of Glatfelter Following the Transactions” for more detailed information.

​

Q:

Will Glatfelter’s current senior management team manage the business of Glatfelter after the Transactions?

​

A:

The RMT Transaction Agreement provides that, as of the Second Effective Time, Curtis L. Begle will serve as Chief Executive Officer of Glatfelter. Mr. Begle will be responsible for the strategic direction of Glatfelter, including its overall operations and performance. The RMT Transaction Agreement provides that, prior to the completion of the Transactions, Glatfelter and Berry are to cooperate and consult in good faith to appoint such other senior executive officers as are mutually agreed, and to determine such senior executive officers’ initial roles, titles and responsibilities, as of the Second Effective Time. James Till will serve as Executive Vice President, Chief Financial Officer & Treasurer of Glatfelter, and Tarun Manroa will serve as Executive Vice President and Chief Operating Officer of Glatfelter. Prior to and after the completion of the Transactions, the Chief Executive Officer will have principal responsibility in the appointment of the senior executive team and their roles, titles and responsibilities. The Chief Executive Officer will also have principal responsibility in the approval of appointments for management positions for corporate functions of Glatfelter. See “The Transactions — Board of Directors and Management of Glatfelter Following the Transactions” for more detailed information.

​

Q:

What stockholder approvals are needed in connection with the Transactions?

​

A:

In order for the Transactions to close, Glatfelter shareholders must approve each of the Share Issuance proposal and the Charter Amendment proposals by the requisite amount of votes of shares of Glatfelter common stock at the Glatfelter special meeting. In addition, Glatfelter shareholders will be asked to approve the Omnibus Plan proposal and on an advisory (non-binding) basis, the “Golden Parachute” Compensation proposal. Glatfelter shareholders must approve each of the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and on an advisory (non-binding) basis, the “Golden Parachute” Compensation proposal, by the affirmative vote of a majority of the votes cast in person or by proxy at the Glatfelter special meeting by the holders of Glatfelter shares entitled to vote on such proposals. Each shareholder of Glatfelter entitled to vote shall be entitled to one vote for every such share standing in such shareholder’s name on the record date for the Glatfelter special meeting. The approval of the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal are not conditions to the obligations of Glatfelter to complete the Transactions.

​

 

17

 

No vote of Berry stockholders is required or being sought in connection with the Transactions.

Q:

Where will the Glatfelter shares issued in connection with the Merger be listed?

​

A:

Upon Closing, Glatfelter’s shares will continue to be traded on the NYSE and Glatfelter will change its name to Magnera Corporation and the NYSE ticker symbol to “MAGN”.

​

Q:

What is the current relationship between Spinco and Glatfelter?

​

A:

Spinco is currently a wholly owned subsidiary of Berry and was formed as a Delaware corporation on January 16, 2024, to effectuate the Separation, the Spinco Distribution and the Merger. Other than in connection with the Transactions, there is no relationship between Spinco and Glatfelter.

​

Q:

When will the Transactions be completed?

​

A:

Glatfelter and Berry expect the Transactions to be completed in the second half of 2024, subject to satisfaction of the closing conditions to the Transactions, including receipt of Glatfelter Shareholder Approval. Glatfelter shareholders must approve each of the Charter Amendment proposals and the Share Issuance proposal by the requisite amount of votes of shares of Glatfelter common stock at the Glatfelter special meeting to be held on            , 2024. In addition, other important conditions to the Closing exist, including, among other things, the completion of the Separation and the Spinco Distribution and the receipt by Berry, with a copy to Glatfelter, of the Tax Opinions and the IRS Ruling. Glatfelter and Berry have received all regulatory approvals and clearances under competition and foreign direct investment laws, which were conditions to the Closing as set forth in “The Transactions —  Regulatory Approvals.” Berry has also received the IRS Ruling from the IRS. It is possible that factors outside of Glatfelter’s and Berry’s control could require Berry to complete the Separation and the Spinco Distribution and Glatfelter and Berry to complete the Merger at a later time or not complete them at all. For a discussion of the conditions to the Separation and the Merger, see “The Transactions — Regulatory Approvals,” “The RMT Transaction Agreement — Conditions to the Merger,” “The Separation and Distribution Agreement — Conditions to the Separation” and “The Separation and Distribution Agreement — Conditions to the Spinco Distribution.”

​

Q:

Does the RMT Transaction Agreement contain an outside date which, once reached, allows a party to terminate?

​

A:

Yes. Subject to specified qualifications and exceptions, either Berry or Glatfelter may terminate the RMT Transaction Agreement at any time prior to the completion of the Merger if the Merger has not been completed by February 22, 2025, which is the earlier of (i) 18 months following the date of the RMT Transaction Agreement, or (ii) 45 days prior to the one-year anniversary of the expiration or termination of the waiting period under the HSR Act with respect to the Transactions (such date, the “Outside Date”). See “The RMT Transaction Agreement — Termination.”

​

Q:

Does Glatfelter have to pay anything to Berry if the RMT Transaction Agreement is terminated?

​

A:

Depending on the circumstances for termination of the RMT Transaction Agreement, Glatfelter may have to pay Berry a termination fee of $10.0 million (the “Glatfelter Termination Fee”). For a discussion of the circumstances under which the Glatfelter Termination Fee is payable by Glatfelter, see “The RMT Transaction Agreement — Termination Fees and Expenses Payable in Certain Circumstances.”

​

Q:

Does Berry have to pay anything to Glatfelter if the RMT Transaction Agreement is terminated?

​

A:

Depending on the circumstances for termination of the RMT Transaction Agreement, Berry may have to pay Glatfelter a termination fee of $10.0 million (the “Berry Termination Fee”). For a discussion of the circumstances under which the Berry Termination Fee is payable by Berry, see “The RMT Transaction Agreement — Termination Fees and Expenses Payable in Certain Circumstances.”

​

Q:

Who is the transfer agent for Glatfelter common stock and Spinco common stock and the Exchange Agent for the Merger?

​

A:

Computershare Trust Company, N.A. is the transfer agent for Glatfelter common stock and Spinco common stock and will be the exchange agent (the “Exchange Agent”) for the Merger.

​

 

18

 

Q:

Who is the transfer agent for Berry common stock?

​

A:

Computershare Trust Company, N.A. is the transfer agent for Berry common stock.

​

Q:

Where can I find more information about Berry, Glatfelter, Spinco and the Transactions?

​

A:

You can find out more information about Berry, Glatfelter, Spinco and the Transactions by reading this document and, with respect to Berry and Glatfelter, from various sources described in “Where You Can Find More Information; Incorporation by Reference.”

​

Q:

Are there any appraisal rights for holders of Berry common stock?

​

A:

No. There are no appraisal rights available to holders of Berry common stock in connection with the Transactions.

​

Q:

Why has Berry decided to separate the HHNF Business from Berry and combine it with Glatfelter through a Reverse Morris Trust-type transaction?

​

A:

Berry has decided to pursue a combination of the HHNF Business with Glatfelter to create a global leader in the specialty materials industry. The combination of Glatfelter and the HHNF Business are expected to create a large-scale global franchise with an industry-leading solution set serving attractive, growing specialty materials markets. Executing this combination through a Reverse Morris Trust-type transaction is expected to be tax-efficient to Berry and its stockholders. See “The Transactions —​Berry’s Reasons for the Transactions” for more detailed information.

​

Q:

Will Berry stockholders who sell their shares of Berry common stock shortly before the completion of the Spinco Distribution and Merger still be entitled to receive shares of Glatfelter common stock with respect to the shares of Berry common stock that were sold?

​

A:

Shares of Berry common stock are currently listed on the NYSE under the ticker symbol “BERY.” It is currently expected that beginning not earlier than one business day before the Distribution record date and, continuing through the Closing, there will be two markets in shares of Berry common stock on the NYSE: a “regular way” market and an “ex-distribution” market.

​

If a Berry stockholder sells shares of Berry common stock in the “regular way” market under the symbol “BERY” during this time period, that Berry stockholder will be selling both his or her shares of Berry common stock and the right to receive shares of Spinco common stock that will be converted into shares of Glatfelter common stock, and cash in lieu of fractional shares (if any), at the completion of the Merger. Berry stockholders should consult their brokers before selling their shares of Berry common stock in the “regular way” market during this time period to be sure they understand the effect of the NYSE “due-bill” procedures.

If a Berry stockholder sells shares of Berry common stock in the “ex-distribution” market during this time period, that Berry stockholder will be selling only his or her shares of Berry common stock and will retain the right to receive shares of Spinco common stock that will be converted into Glatfelter common stock, and cash in lieu of fractional shares (if any), at the completion of the Merger.

After the Closing, shares of Berry common stock will no longer trade in the “ex-distribution” market, and shares of Berry common stock that are sold in the “regular way” market will no longer reflect the right to receive shares of Spinco common stock that will be converted into Glatfelter common stock, and cash in lieu of fractional shares (if any), at the completion of the Merger. See “The Transactions — Trading Markets.”

Q:

How do the Transactions impact Berry’s dividend policy?

​

A:

Declarations of dividends on Berry common stock are made at the discretion of the Berry Board upon its determination that the declaration of dividends is in the best interest of Berry stockholders. Berry’s dividend policy considers the expectations and requirements of stockholders, capital funding requirements of Berry and long-term growth opportunities. Berry does not expect changes to its dividend policy due to the Transactions.

​

 

19

 

Questions and Answers about the Glatfelter Special Meeting

Q:

Why am I receiving this document and the proxy materials?

​

A:

Glatfelter is sending this document and the proxy materials to its shareholders to help them decide how to vote their shares of Glatfelter common stock with respect to the matters to be considered at the Glatfelter special meeting in connection with the Transactions and to solicit their votes on these matters. Glatfelter is holding a special meeting of shareholders to obtain the shareholder approval necessary for the Share Issuance proposal and the Charter Amendment proposals in connection with the Transactions and the shareholder approval necessary for the Omnibus Plan proposal. Glatfelter shareholders will also be asked to approve, on an advisory (non-binding) basis, the “golden parachute” compensation payments that will or may be paid by Glatfelter to its named executive officers in connection with the Merger (the ““Golden Parachute” Compensation”).

​

This document is being delivered to you as a proxy statement of Glatfelter and a prospectus of Glatfelter in connection with the Transactions. It is the proxy statement by which the Glatfelter Board is soliciting proxies from Glatfelter shareholders to vote at the Glatfelter special meeting, or at any adjournment or postponement of the Glatfelter special meeting, on the approval of the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal. In addition, it is the prospectus by which Glatfelter will issue shares of Glatfelter common stock in the First Merger.

As a Glatfelter shareholder, your vote is very important. You are encouraged to submit a proxy card or voting instruction form as soon as possible.

Q:

Who is entitled to vote at the Glatfelter special meeting?

​

A:

The Glatfelter Board has fixed the close of business on           , 2024, as the record date for the Glatfelter special meeting (the “Glatfelter record date”). You are entitled to receive notice of, and vote at, the Glatfelter special meeting if you are record holder of shares of Glatfelter common stock as of the Glatfelter record date, provided that those shares remain outstanding on the date of the Glatfelter special meeting.

​

Q:

Does the Glatfelter Board recommend that Glatfelter shareholders approve the Share Issuance proposal, the Charter Amendment proposals (including the Common Stock Authorization proposal and the Reverse Stock Split proposal), the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal?

​

A:

Yes, the Glatfelter Board recommends that you vote:

​

•

“FOR” the Share Issuance proposal,

​

•

“FOR” the Charter Amendment proposals, including:

​

•

the Common Stock Authorization proposal, and

​

•

the Reverse Stock Split proposal,

​

•

“FOR” the Omnibus Plan proposal and

​

•

“FOR” the “Golden Parachute” Compensation proposal.

​

Q:

What are my options for voting on these proposals?

​

A:

A shareholder is entitled to one vote per share of stock owned on the Glatfelter record date, on each item of business presented at the Glatfelter special meeting.

​

•

For the Share Issuance proposal, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.

​

•

For each of the Charter Amendment proposals (the Common Stock Authorization proposal and the Reverse Stock Split proposal), a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.

​

 

20

 

•

For the Omnibus Plan proposal, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.

​

•

For the “Golden Parachute” Compensation proposal, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.

​

Q:

Aside from these proposals, will any other business be acted upon at the Glatfelter special meeting?

​

A:

No, Glatfelter’s bylaws do not provide for the submission of other business to this special meeting of shareholders, other than by the Glatfelter Board, and therefore, the business to be acted upon at the Glatfelter special meeting will be limited to the business set forth in this document or a supplement to this document.

​

Q:

When and where will the Glatfelter special meeting be held?

​

A:

The Glatfelter special meeting will be held online via live audio webcast at the special meeting website noted below on      , 2024, at 8:00 a.m., Eastern Time. There will not be a physical meeting location, and you will not be able to attend the meeting physically in person.

​

Q:

How do I virtually attend the Glatfelter special meeting?

​

A:

You may attend the Glatfelter special meeting live online by visiting www.virtualshareholdermeeting.com/GLT2024SM. You will need the 16-digit control number on your proxy card or voting instruction form to be able to attend the Glatfelter special meeting. Instructions on how to attend and participate online at the Glatfelter special meeting are posted at www.virtualshareholdermeeting.com/GLT2024SM. If you are a Glatfelter shareholder as of the Glatfelter record date, you should enter your control number and follow the prompt to log in.

​

Online check-in will begin at 7:45 a.m. Eastern Time, and you should allow ample time for the online check-in proceedings. We encourage you to access the meeting website prior to the start time of the Glatfelter special meeting to familiarize yourself with the virtual platform and ensure you can hear the streaming audio. If you encounter any difficulties accessing the virtual special meeting during the check-in or meeting time, you should call the technical support number that will be posted on the login page of the meeting website.

Q:

Why is the Glatfelter special meeting a virtual, online meeting?

​

A:

The Glatfelter special meeting will be a virtual meeting of shareholders where shareholders will participate by accessing a website using the internet. There will not be a physical meeting location. Glatfelter believes that hosting a virtual meeting will facilitate shareholder attendance and participation at the Glatfelter special meeting by enabling shareholders to participate remotely from any location around the world. The Glatfelter special meeting will be governed by Glatfelter’s rules of conduct of meeting, which will be posted at www.virtualshareholdermeeting.com/GLT2024SM in advance of the meeting. Glatfelter has designed the virtual Glatfelter special meeting to provide the same rights and opportunities to participate as shareholders would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform.

​

Q:

How do I submit a question at the Glatfelter special meeting?

​

A:

Glatfelter shareholders may submit questions in two ways. To ask appropriate questions in advance of the Glatfelter special meeting, you may log into www.virtualshareholdermeeting.com/GLT2024SM and enter your 16-digit control number and use the “Submit a Question for Management” box. Alternatively, you will be able to submit appropriate questions live during the special meeting through the question and answer (“Q&A”) box by accessing the special meeting website at www.virtualshareholdermeeting.com/GLT2024SM. At the appropriate time, the chair of the special meeting will answer as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for such responses.

​

 

21

 

Q:

What are Glatfelter shareholders being asked to vote on?

​

A:

At the Glatfelter special meeting, you will be asked to consider and vote on:

​

(1)   the issuance of Glatfelter common stock to Spinco stockholders in the Merger as contemplated by the RMT Transaction Agreement (the “Share Issuance proposal”);

(2)   the Charter Amendment Proposals, including an amendment of the Existing Glatfelter Charter (as shown in Annex C to this document) to:

(a)   increase the authorized shares of Glatfelter common stock from 120,000,000 shares to 240,000,000 shares (the “Common Stock Authorization proposal”); and

(b)   to effect a reverse stock split of Glatfelter common stock at a ratio ranging from any whole number between 1-for-3 and 1-for-15, as determined by the Glatfelter Board in its discretion (the “Reverse Stock Split proposal”, collectively with the Common Stock Authorization proposal, the “Charter Amendment proposals”);

(3)   the 2024 Omnibus Plan (the “Omnibus Plan proposal”); and

(4)   the “golden parachute” compensation payments that will or may be paid by Glatfelter to its named executive officers in connection with the Merger (the “‘Golden Parachute’ Compensation proposal”).

The approval of the Share Issuance proposal and the Charter Amendment proposals is a condition to the obligations of Berry and Glatfelter to complete the Merger. The approval of the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal are not conditions to the obligations of Glatfelter to complete the Transactions.

Glatfelter does not expect any other business to be conducted at the Glatfelter special meeting.

Q:

Why are Glatfelter shareholders being asked to consider and vote on a proposal to approve the 2024 Omnibus Plan through the Omnibus Plan Proposal?

​

A:

The purpose of the 2024 Omnibus Plan is to provide eligible individuals of Glatfelter and its affiliates with the opportunity to receive grants of incentive compensation awards as provided in the 2024 Omnibus Plan. Glatfelter believes that the 2024 Omnibus Plan provides appropriate incentives for achieving long-range Glatfelter goals and aligning eligible individuals’ financial interests with those of Glatfelter’s other shareholders through compensation that is based on Glatfelter common stock, thereby enhancing the long-term financial interests of Glatfelter and its affiliates.

​

Q:

What will happen if the Omnibus Plan proposal is not approved at the Glatfelter special meeting?

​

A:

Approval of the Omnibus Plan proposal is not a condition to completion of the Merger. Accordingly, Glatfelter shareholders may vote against the Omnibus Plan proposal and vote in favor of the Share Issuance proposal, the Charter Amendment proposals and the “Golden Parachute” Compensation proposal. However, the Glatfelter Board has recommended voting “FOR” the Omnibus Plan proposal, so that after the Merger, Glatfelter will have the ability to grant incentive compensation awards to eligible individuals.

​

Q:

Why are Glatfelter shareholders being asked to consider and vote on a proposal to approve, on an advisory (non-binding) basis, the “Golden Parachute” Compensation?

​

A:

The SEC has adopted rules that require Glatfelter to seek an advisory (non-binding) vote on “golden parachute” compensation. “Golden Parachute” Compensation refers to certain compensation that is tied to or based on the Merger and that will or may be paid by Glatfelter to its named executive officers in connection with the Merger.

​

 

22

 

Q:

What will happen if the “Golden Parachute” Compensation proposal is not approved at the Glatfelter special meeting?

​

A:

Approval of the “Golden Parachute” Compensation proposal is not a condition to completion of the Merger. Accordingly, Glatfelter shareholders may vote against the “Golden Parachute” Compensation proposal and vote in favor of the Share Issuance proposal, the Charter Amendment proposals and the Omnibus Plan proposal. The “Golden Parachute” Compensation proposal vote is an advisory (non-binding) vote. If the Merger is completed, the compensation described in the “Golden Parachute” Compensation proposal will or may be paid to Glatfelter’s named executive officers to the extent payable in accordance with the terms of their respective compensation agreements and contractual arrangements even if Glatfelter shareholders do not approve the “Golden Parachute” Compensation proposal.

​

Q:

What constitutes a quorum for the Glatfelter special meeting?

​

A:

The presence, in person or by proxy, of the shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter will constitute a quorum. Glatfelter shareholders present virtually during the Glatfelter special meeting will be considered present in person at the Glatfelter special meeting for the purpose of considering such matter. If a quorum is not present, the Glatfelter special meeting will be adjourned to reconvene at such time and place as may be determined. If a shareholder of record signs and returns the accompanying proxy card, but does not make any selections, the Glatfelter Board’s appointed proxy holders will have discretion to vote the shareholder’s shares on behalf of the shareholder at the Glatfelter special meeting as recommended by the Glatfelter Board.

​

If you hold shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting through a bank, brokerage firm or other nominee, you may instruct your bank, brokerage firm or other nominee to vote your shares by following the instructions that the bank, brokerage firm or nominee provides to you. If you do not provide voting instructions to your brokerage firm pursuant to their directions, your shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting will not be voted.

Q:

What Glatfelter shareholder vote is required for the approval of the proposals at the Glatfelter special meeting?

​

A:

Approval of the Share Issuance proposal, approval of each of the Charter Amendment proposals (the Common Stock Authorization proposal and the Reverse Stock Split proposal), approval of the Omnibus Plan proposal and approval, on an advisory (non-binding) basis, of the “Golden Parachute” Compensation proposal each requires the affirmative vote of a majority of the votes cast in person or by proxy at the Glatfelter special meeting by the holders of shares entitled to vote on such proposals.

​

Each shareholder of Glatfelter entitled to vote shall be entitled to one vote for every such share standing in such shareholder’s name on the record date for the Glatfelter special meeting.

No Glatfelter shareholders have entered into agreements to vote in favor of the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal or, on an advisory (non-binding) basis, the “Golden Parachute” Compensation proposal. See “— Are any Glatfelter shareholders already committed to vote in favor of any of the proposals to be considered and voted on at the Glatfelter special meeting?”

Q:

How many votes do Glatfelter shareholders have at the Glatfelter special meeting?

​

A:

As of the Glatfelter record date, there were                 issued and outstanding shares of Glatfelter common stock, and approximately       % of the issued and outstanding shares of Glatfelter common stock were held by Glatfelter’s directors and executive officers and their affiliates, representing approximately       % of the voting power of the shares of Glatfelter common stock entitled to vote on each of the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal. Glatfelter currently expects that

​

 

23

 

Glatfelter’s directors and executive officers and their affiliates will vote their shares of Glatfelter common stock in favor of the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal.

Q:

Are any Glatfelter shareholders already committed to vote in favor of any of the proposals to be considered and voted on at the Glatfelter special meeting?

​

A:

No Glatfelter shareholders have entered into agreements to vote in favor of the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and, on an advisory (non-binding) basis, the “Golden Parachute” Compensation proposal. See “— What Glatfelter shareholder vote is required for the approval of the proposals at the Glatfelter special meeting?”

​

Q:

What if my bank, brokerage firm or other nominee holds my shares in “street name”?

​

A:

If you hold your shares in “street name” through a bank, brokerage firm or other nominee, you should have received access to this document from your bank, brokerage firm or other holder of record with instructions on how to instruct the holder of record to vote your shares. A brokerage firm cannot vote shares held in “street name” on matters designated as “non-routine” unless the brokerage firm receives voting instructions from the “street name” holder. It is expected that all proposals to be voted on at the Glatfelter special meeting are “non-routine” matters. As a result, if you are a “street name” holder of shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting and you do not provide voting instructions to your brokerage firm, such shares will not be voted. This will have no effect on the vote for the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal as these will not be votes cast.

​

Q:

If I am a Glatfelter shareholder, how do I vote?

​

A:

Via the Internet or Phone

​

If you are a record holder (also called a registered shareholder) of Glatfelter common stock, meaning you hold your shares in your own name as a holder of record, and are entitled to vote at the Glatfelter special meeting as of the Glatfelter record date, telephone and internet voting are available 24 hours a day through 11:59 p.m. (Eastern Time) on                 , 2024, or you can instruct the proxy holders named in the enclosed proxy card how to vote your shares. If you are located in the United States or Canada and are a Glatfelter holder of record as of the Glatfelter record date, you can vote your Glatfelter common stock entitled to vote by calling toll-free 1-800-690-6903. Whether you are a Glatfelter holder of record or a beneficial owner, you can also vote your Glatfelter common stock entitled to vote on the internet at www.proxyvote.com.

Both the telephone and internet voting systems have easy-to-follow instructions on how you may vote your shares and allow you to confirm that the system has properly recorded your vote. If you are voting your Glatfelter common stock by telephone or internet, you should have on hand when you call or access the website, as applicable, the Notice of Special Meeting, the proxy card or voting instruction form. If you vote by telephone or internet, you do not need to return your proxy card.

By Mail

If you hold shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting directly in your name as a holder of record (that is, if your shares of Glatfelter common stock are registered in your name with Computershare Trust Company, N.A., Glatfelter’s transfer agent), you will need to sign, date and mark your proxy card and return it using the postage-paid return envelope provided. Glatfelter must receive your proxy card no later than the close of business on             , 2024.

If you hold shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting in “street name,” meaning through a bank, brokerage firm, nominee or other holder of record, to vote by mail, you will need to sign, date and mark the voting instruction form provided by your bank, brokerage firm, nominee or other holder of record with these materials and return it in the postage-paid return envelope provided. Your bank, brokerage firm, nominee or other holder of record must receive your voting instruction form in sufficient time to vote your shares.

 

24

 

In Person (Virtually)

While holders of Glatfelter common stock entitled to vote at the Glatfelter special meeting are encouraged to vote by proxy, you also have the option of voting your shares of Glatfelter common stock entitled to vote in person (virtually) at the Glatfelter special meeting. To vote online at the Glatfelter special meeting, you will need the control number on your proxy card or voting instruction form. If your shares of Glatfelter common stock entitled to vote are registered directly in your name with Glatfelter’s transfer agent, you are considered the holder of record with respect to such shares of Glatfelter common stock and you have the right to attend the Glatfelter special meeting and vote in person, subject to compliance with the procedures described below. If your shares of Glatfelter common stock entitled to vote are held in a brokerage account or by a bank or other nominee, you are the beneficial owner of such Glatfelter common stock. As such, to vote in person, you must follow the instructions provided by your bank, brokerage firm or nominee.

Q:

What is “householding”?

​

A:

To reduce the expense of delivering duplicate copies of this document and the proxy materials to shareholders who may have more than one account holding Glatfelter common stock but sharing the same address and last name, Glatfelter has adopted a procedure permitted by SEC rules called “householding.” Under this procedure, certain holders of record of shares of Glatfelter common stock who have the same address and last name will receive only one copy of this document and any additional proxy materials that are delivered until such time as one or more of these shareholders notifies Glatfelter that they want to receive separate copies. Glatfelter shareholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

​

If you receive a single copy of this document and proxy materials as a result of householding, and you would like to have separate copies of this document and any other proxy materials mailed to you, please contact Glatfelter Corporation, 4350 Congress Street, Suite 600, Charlotte, NC 28209 (telephone number (717) 225 2746). Glatfelter will promptly deliver, upon oral or written request, these requested materials. You can also contact Glatfelter Investor Relations at the address and telephone number above if you received multiple copies of this document and would prefer to receive a single copy in the future, or if you would like to opt out of householding for future mailings.

Q:

What do I do if I receive more than one set of voting materials?

​

A:

You may receive more than one set of voting materials, including multiple copies of this document and multiple proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you will receive a separate instruction card for each brokerage account in which you hold shares. In addition, if you are a holder of record and your shares are held in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction form you receive or submit each proxy or voting instruction by telephone or internet by following the instructions on your proxy cards or the voting instruction forms.

​

Q: Who is soliciting this proxy?

A:

Solicitation of proxies is made on behalf of the Glatfelter Board. The cost of soliciting proxies, including preparing, assembling and mailing the proxy statement, form of proxy card and other soliciting materials, as well as the cost of forwarding such material to the beneficial owners of stock, will be paid by Glatfelter, except for some costs associated with individual shareholders’ use of the Internet or telephone, and postage.

​

In addition to the solicitation by electronic communications and/or mail, directors, officers, regular employees and others may also, but without compensation other than their regular compensation, solicit proxies personally or by telephone or other means of electronic communication. Glatfelter may reimburse brokers and others holding stock in their names or in the names of nominees for their reasonable out-of-pocket expenses in sending proxy materials to principals and beneficial owners.

Glatfelter has also made arrangements with MacKenzie Partners, Inc. to assist in soliciting proxies and in communicating with Glatfelter shareholders.

 

25

 

Q:

What if I fail to vote or abstain?

​

A:

An abstention occurs when a holder of shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting attends the Glatfelter special meeting in person and does not vote or returns a proxy with an “abstain” vote. If you submit a proxy card on which you indicate that you abstain from voting, your abstention will not be recorded as a vote cast “FOR” or “AGAINST” the applicable proposal and will have no effect on the applicable proposal.

​

If you are a holder of shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting and you do not attend the Glatfelter special meeting in person or return a proxy, or if you hold your shares in “street name” and you do not provide voting instructions to your brokerage firm, your shares will not be voted and will not be recorded as a vote cast. This will have no effect on the vote for the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal.

Q:

What will happen if I sign and return my proxy card without indicating how to vote?

​

A:

If you sign and return your proxy card without indicating how to vote on any particular proposal, the Glatfelter common stock entitled to vote at the Glatfelter special meeting represented by your proxy will be voted as recommended by the Glatfelter Board with respect to that proposal.

​

Q:

What happens if I sell my shares of Glatfelter common stock after the Glatfelter record date but before the Glatfelter special meeting?

​

A:

The Glatfelter record date (the close of business on                 , 2024) is earlier than the date of the Glatfelter special meeting and earlier than the date that the Merger is expected to be completed. If you sell or otherwise transfer your shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting after the Glatfelter record date but before the date of the Glatfelter special meeting, you will retain your right to vote at the Glatfelter special meeting.

​

Q:

May I change my vote after I have delivered my proxy card or voting instruction form?

​

A:

Yes. Any Glatfelter shareholder giving a proxy has the power to revoke it before it is exercised.

​

If you are a Glatfelter shareholder, you may change or revoke your vote on the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal by (1) delivering a written revocation of your proxy to Glatfelter’s Secretary, (2) submitting a later-dated proxy (or voting instruction form if you hold your shares in street name), (3) voting on the special meeting website identified on your proxy card or voting instruction form prior to the Glatfelter special meeting or (4) voting on the special meeting website during the Glatfelter special meeting. Any signed proxy revocation or new signed proxy must be received before the start of the Glatfelter special meeting and in accordance with the voting instructions and timing accompanying such proxy card or voting instruction form.

Attendance at the Glatfelter special meeting alone will not revoke any proxy. If not revoked, the proxy will be voted at the Glatfelter special meeting in accordance with your instructions.

If your shares are held in an account at a bank, brokerage firm or other nominee and you have delivered your voting instruction form to your bank, brokerage firm or other nominee, you should contact your bank, brokerage firm or other nominee to change your vote.

Q:

How do I obtain the voting results from the Glatfelter special meeting?

​

A:

Preliminary voting results will be announced at the Glatfelter special meeting. In addition, within four business days following certification of the final voting results, Glatfelter intends to file the final voting results of the Glatfelter special meeting with the SEC on a Current Report on Form 8-K.

​

 

26

 

Q: Whom should I contact if I have any questions about the proxy materials or voting?

A:

If you have any questions about the proxy materials or if you need assistance submitting your proxy card or voting instruction form or voting your shares or need additional copies of this document or the enclosed proxy card, you should contact the information agent or proxy solicitation agent for Glatfelter:

​

MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Shareholders Call Toll Free: 800-322-2885 or 212-929-5500
Email: GLT@mackenziepartners.com

If your shares are held in “street name,” through a bank, brokerage firm or other nominee, you should contact such bank, brokerage firm or other nominee if you need to obtain voting instruction forms or have questions on how to vote your shares.

 

27

 

28

 

29

 

30

 

​

31

 

​

32

 

33

 

34

 

35

 

36

 

​

37

 

​

38

 

39

 

40

 

41

 

​

42

 

​

43

 

44

 

​

​

​

Six Months Ended June 30, 2024

​

​

Fiscal Year Ended December 31,

​

(in millions, except per share amounts)

​

​

2023

​

​

2022

​

​

2021

​

Selected Consolidated Statements of Income (Loss) Information:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net sales

​

​

​

$

657

​

​

​

​

$

1,386

​

​

​

​

$

1,491

​

​

​

​

$

1,085

​

​

Operating income (loss)

​

​

​

​

6

​

​

​

​

​

3

​

​

​

​

​

(164)

​

​

​

​

​

29

​

​

Net income (loss) from continuing operations

​

​

​

​

(42)

​

​

​

​

​

(78)

​

​

​

​

​

(194)

​

​

​

​

​

7

​

​

Basic earnings (loss) per share from continuing operations

​

​

​

​

(0.93)

​

​

​

​

​

(1.73)

​

​

​

​

​

(4.33)

​

​

​

​

​

0.15

​

​

Diluted earnings (loss) per share from continuing operations

​

​

​

​

(0.93)

​

​

​

​

​

(1.73)

​

​

​

​

​

(4.33)

​

​

​

​

​

0.15

​

​

Selected Consolidated Statements of Cash Flows Information:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net cash provided (used) by operating activities

​

​

​

​

(21)

​

​

​

​

​

(26)

​

​

​

​

​

(41)

​

​

​

​

​

71

​

​

Net cash used by investing activities

​

​

​

​

(13)

​

​

​

​

​

(37)

​

​

​

​

​

(33)

​

​

​

​

​

(490)

​

​

Net cash provided (used) by financing activities

​

​

​

​

17

​

​

​

​

​

(1)

​

​

​

​

​

47

​

​

​

​

​

462

​

​

Selected Consolidated Balance Sheet Information:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

​

34

​

​

​

​

​

50

​

​

​

​

​

111

​

​

​

​

​

138

​

​

Total assets

​

​

​

​

1,505

​

​

​

​

​

1,564

​

​

​

​

​

1,647

​

​

​

​

​

1,881

​

​

Total liabilities

​

​

​

​

1,300

​

​

​

​

​

1,307

​

​

​

​

​

1,329

​

​

​

​

​

1,338

​

​

Total shareholders’ equity

​

​

​

​

205

​

​

​

​

​

257

​

​

​

​

​

318

​

​

​

​

​

543

​

​

45

 

(in millions)

​

​

Three Quarterly Periods Ended June 29, 2024 (Unaudited)

​

​

Fiscal years ended

​

​

September 30, 2023

​

​

October 1, 2022

​

​

October 2, 2021

​

Selected Combined Statements of Income Information:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net sales

​

​

​

$

1,633

​

​

​

​

$

2,275

​

​

​

​

$

2,803

​

​

​

​

$

2,827

​

​

Operating income

​

​

​

​

26

​

​

​

​

​

69

​

​

​

​

​

172

​

​

​

​

​

353

​

​

Net income

​

​

​

$

25

​

​

​

​

$

38

​

​

​

​

$

119

​

​

​

​

$

310

​

​

Selected Combined Statements of Cash Flows Information:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net cash provided by operating activities

​

​

​

$

31

​

​

​

​

$

257

​

​

​

​

​

324

​

​

​

​

​

380

​

​

Net cash used by investing activities

​

​

​

$

(27)

​

​

​

​

$

(88)

​

​

​

​

​

(104)

​

​

​

​

​

(141)

​

​

Net cash used by financing activities

​

​

​

$

(11)

​

​

​

​

$

(210)

​

​

​

​

​

(216)

​

​

​

​

​

(249)

​

​

Selected Combined Balance Sheets Information:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

176

​

​

​

​

$

185

​

​

​

​

$

213

​

​

​

​

​

​

​

​

Short term investments

​

​

​

$

—

​

​

​

​

$

29

​

​

​

​

$

14

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

2,976

​

​

​

​

$

3,027

​

​

​

​

$

3,145

​

​

​

​

​

​

​

​

Total liabilities

​

​

​

$

582

​

​

​

​

$

637

​

​

​

​

$

658

​

​

​

​

​

​

​

​

Total parent invested equity

​

​

​

$

2,394

​

​

​

​

$

2,390

​

​

​

​

$

2,487

​

​

​

​

​

​

​

​

46

 

($ in millions, except per share data)

​

​

Three Quarterly Periods Ended June 29, 2024

​

​

Twelve Months Ended September 30, 2023

​

Selected Unaudited Pro Forma Condensed Combined Statement of Operations Information

​

​

​

​

​

​

​

​

​

​

​

​

​

Net sales

​

​

​

$

2,610

​

​

​

​

$

3,661

​

​

Operating income

​

​

​

​

35

​

​

​

​

​

69

​

​

Net loss

​

​

​

$

(84)

​

​

​

​

$

(124)

​

​

Net income per share:

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and Diluted

​

​

​

​

(0.19)

​

​

​

​

​

(0.28)

​

​

Outstanding weighted-average shares:

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and Diluted

​

​

​

​

453.0

​

​

​

​

​

450.6

​

​

​	​	​	As of June 29, 2024				​
Selected Unaudited Pro Forma Condensed Combined Balance Sheet Information	​	​	​	​	​	​	​
Cash	​	​	​	$	210	​	​
Total assets	​	​	​	​	4,385	​	​
Total liabilities	​	​	​	​	3,092	​	​
Stockholders’ equity	​	​	​	​	1,293	​	​

​	​	​	As of February 6, 2024				​
Closing Price Per Share of:	​	​	​	​	​	​	​
GLT	​	​	​	$	1.28	​	​

47

 

RISK FACTORS

You should carefully consider the following risks, together with the other information contained or incorporated by reference in this document and the exhibits hereto. Some of the risks described below relate principally to the HHNF Business, the Transactions and the business and industry in which Glatfelter operates and will continue to operate after the Transactions. The remaining risks relate principally to the securities markets generally and ownership of shares of Glatfelter common stock. For a discussion of additional uncertainties associated with forward-looking statements in this document, please see “Cautionary Note Regarding Forward-Looking Statements.” In addition, you should consider the risks associated with Glatfelter’s business that appear in Glatfelter’s Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference into this document. See “Where You Can Find More Information; Incorporation by Reference” for more information about the documents incorporated by reference in this document.

Any of the following risks could materially adversely affect the business, financial condition and results of operations of Glatfelter or the HHNF Business and the actual outcome of Transactions and matters as to which forward-looking statements are made in this document. In such case, the market price of Glatfelter common stock could decline, and you could lose all or part of your investment. The risks described below are not the only risks that Glatfelter and the HHNF Business currently face or that Glatfelter will face after the completion of the Transactions. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially adversely affect Glatfelter’s business, financial condition and results of operations or the market price of Glatfelter common stock in the future. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risk Factors Relating to the Transactions

The Transactions may not be completed on the terms or timeline currently contemplated, or at all, as Berry and Glatfelter may be unable to satisfy the conditions or obtain the approvals required to complete the Transactions or such approvals may contain material restrictions or conditions.

The completion of the Transactions is subject to numerous conditions, as described in this document, including the occurrence of certain events contemplated by the RMT Transaction Agreement and the Separation Agreement (such as the Separation, approvals from governmental agencies and the receipt of Glatfelter Shareholder Approval for the Share Issuance proposal and the Charter Amendment proposals). Neither Berry nor Glatfelter can make any assurances that the Transactions will be completed on the terms or timeline currently contemplated, or at all. Each of Berry and Glatfelter has and will continue to expend time and resources and incur expenses related to the proposed Transactions. These expenses must be paid regardless of whether the Transactions are completed.

In addition, Spinco will need to obtain debt financing to finance, in part, the Special Cash Payment and to otherwise fund the Transactions and to pay the related transaction fees and expenses. Although the Spinco Commitment Letter has been entered into with various lenders, the obligations of the lenders under the Spinco Commitment Letter are subject to the satisfaction or waiver of customary conditions, including, among others, the absence of any material adverse effect on Glatfelter. Accordingly, there can be no assurance that these conditions will be satisfied or, if not satisfied, waived by the lenders. Furthermore, increased volatility and disruptions in the U.S. and global financial and equity markets may make it more difficult for Spinco to obtain financing or increase the cost of obtaining financing. If Spinco is not able to obtain alternative financing on commercially reasonable terms, it could prevent the completion of the Transactions or materially adversely affect the business, financial condition and results of operations if the Transactions are ultimately completed.

If completed, the Transactions may not be successful or achieve the anticipated financial and other benefits.

If the Transactions are completed, Glatfelter may not be able to successfully realize anticipated growth opportunities and synergies or integrate Glatfelter’s business and operations and the HHNF Business’ business and operations. See “— Risk Factors Relating to the HHNF Business and Magnera Following the Transactions — Although the Transactions are expected to result in synergies and other benefits, those

 

48

 

benefits may not be realized because of difficulties related to integration, the achievement of such synergies and other challenges.”

After the Transactions, Glatfelter will have significantly more revenue, expenses, assets and employees than Glatfelter did prior to the Transactions. Upon the completion of the Transactions, Glatfelter will also assume certain liabilities of Berry and take on other obligations (including collective bargaining agreements with respect to transferred employees). Glatfelter may not successfully or cost-effectively integrate the HHNF Business’ business and operations with Glatfelter’s existing business and operations. Even if Glatfelter is able to integrate the combined businesses and operations successfully, this integration may not result in the realization of the full benefits of the synergies and other opportunities that are currently expected from the Transactions within the anticipated time frame, or at all.

Failure to complete the Transactions in a timely manner or at all could adversely affect Glatfelter’s stock price as well as its future business and its financial condition and results of operations.

The satisfaction of the required conditions to the Closing could delay the completion of the Transactions for a significant period of time or prevent it from occurring. Further, there can be no assurance that the conditions to the Closing will be satisfied or waived or that the Transactions will be completed.

If the Transactions are not completed in a timely manner or at all, Glatfelter’s ongoing business may be adversely affected as follows:

•

Glatfelter may experience negative reactions from the financial markets, and Glatfelter’s stock price could decline, including if and to the extent the current market price reflects an assumption that the Transactions will be completed;

​

•

Glatfelter may experience negative reactions from employees, customers, suppliers or other third parties;

​

•

Glatfelter may be subject to litigation, including shareholder litigation relating to the Transactions, which could result in significant costs and expenses;

​

•

Glatfelter management’s focus may have been diverted from day-to-day business operations and pursuing other opportunities that could have been beneficial to Glatfelter; and

​

•

Glatfelter’s costs of pursuing the Transactions may be higher than anticipated and significant expenses, such as for legal, advisory and financial services, generally must be paid regardless of whether the Transactions are completed.

​

In addition to the above risks, Glatfelter may be required, under certain circumstances, to pay Berry a termination fee of $10,000,000 and/or to reimburse or indemnify Berry for certain of its expenses. If the Transactions are not completed, there can be no assurance that these risks will not materialize and will not materially adversely affect Glatfelter’s stock price, business, financial condition and results of operations.

Glatfelter shareholders will, in the aggregate, have a significantly reduced ownership and voting interest in Glatfelter after the completion of the Transactions and will exercise less influence over management.

Glatfelter shareholders immediately prior to the completion of the Transactions will, in the aggregate, own a significantly smaller percentage of Glatfelter common stock immediately after the completion of the Transactions. Immediately following the completion of the First Merger, it is expected that holders of Berry common stock that received shares of Spinco common stock in the Spinco Distribution will own approximately 90% of the outstanding shares of Magnera’s common stock on a fully diluted basis and holders of Glatfelter common stock as of immediately prior to the First Effective Time will own approximately 10% of the outstanding shares of Magnera’s common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger Glatfelter shareholder and Berry stockholder bases, as described under “The Transactions — Calculation of the Merger Consideration.” Consequently, existing Glatfelter shareholders, collectively, will be able to exercise less influence over the management and policies of Magnera than they will be able to exercise over Glatfelter management and its policies immediately prior to the completion of the Transactions.

 

49

 

The RMT Transaction Agreement contains provisions that may discourage other companies from trying to acquire Glatfelter.

The RMT Transaction Agreement contains provisions that may discourage a third party from submitting a business combination proposal to Glatfelter prior to the completion of the Transactions that might result in greater value to Glatfelter shareholders than the Transactions. The RMT Transaction Agreement generally prohibits Glatfelter from soliciting any alternative transaction proposals and Glatfelter must hold a meeting of its shareholders to vote on the Share Issuance proposal and the Charter Amendment proposals even if an unsolicited alternative transaction proposal is received that the Glatfelter Board determines is superior to the Transactions. In addition, before the Glatfelter Board may withdraw or modify its recommendation in response to or terminate the RMT Transaction Agreement to enter into an agreement with respect to, a superior proposal, Glatfelter must provide Berry notice of such superior proposal and give Berry the opportunity to negotiate with Glatfelter to modify the terms of the Transactions. If the RMT Transaction Agreement is terminated by Glatfelter or Berry in certain limited circumstances, Glatfelter may be obligated to pay a termination fee to Berry, which would represent an additional cost for a potential third party seeking a business combination with Glatfelter.

The calculation of the Merger Consideration will not be adjusted if there is a change in the value of the HHNF Business or its assets or the value of Glatfelter before the Transactions are completed.

The calculation of the number of shares of Glatfelter common stock to be issued in the Merger is based on fixed percentages and will not be adjusted if the relative value of the business or assets of the HHNF Business and Glatfelter change prior to the completion of the Merger. Glatfelter may not be permitted to terminate the RMT Transaction Agreement because of changes in the value of the HHNF Business or its assets. Glatfelter will not be permitted to terminate the RMT Transaction Agreement solely because of changes in Glatfelter’s stock price.

The pendency of the Transactions could have an adverse effect on Glatfelter’s stock price as well as the business, financial condition and results of operations of Glatfelter and the HHNF Business.

The pendency of the Transactions could cause disruptions to Glatfelter’s and the HHNF Business’ businesses or business relationships, which could have an adverse impact on results of operations. Parties with which Glatfelter or the HHNF Business have business relationships, including suppliers and customers, may be uncertain as to the future of such relationships and may delay or defer certain business decisions, seek alternative relationships with third parties or seek to alter their present business relationships with Glatfelter or the HHNF Business. Parties with which Glatfelter or the HHNF Business otherwise may have sought to establish business relationships may also seek alternative relationships with third parties. In addition, current and prospective employees of Glatfelter or the HHNF Business may experience uncertainty regarding their future roles, which might adversely affect Glatfelter’s and the HHNF Business’ ability to retain, recruit and motivate key personnel and maintain overall employee morale. Should they occur, any of these events could materially adversely affect Glatfelter’s stock price or harm the business, financial condition and results of operations of Glatfelter or the HHNF Business.

Goodwill and other intangibles represent a significant amount of the net worth of the HHNF Business, and a future write-off could result in lower reported net income and a reduction of such net worth.

The HHNF Business has a substantial amount of goodwill. Future changes in market multiples, cost of capital, expected cash flows or other external factors, may adversely affect the HHNF Business and cause such goodwill to be impaired, resulting in a non-cash charge against results of operations to write off goodwill or indefinite lived intangible assets for the amount of impairment. If a future write-off is required, the charge could result in significant losses and could materially adversely affect Glatfelter’s results of operations in the periods recognized.

Glatfelter expects to incur significant costs associated with the Transactions that could adversely affect the business, financial condition and results of operations of Glatfelter following the completion of the Transactions.

In connection with the Transactions, Glatfelter has incurred and will continue to incur significant costs, expenses and fees for professional services, such as legal, financial and accounting advice and services

 

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and other transaction costs, including costs related to the Glatfelter special meeting, the issuance, registration and listing of Glatfelter common stock, consulting and other services related to integration planning, transition services provided by Berry and adjustments to the Special Cash Payment for Transaction Expenses. The substantial majority of these costs will be non-recurring expenses relating to the Transactions, and many of these costs are payable regardless of whether or not the Transactions are completed. Glatfelter anticipates that it will incur costs relating to the signing and closing of the Transactions and additionally will incur costs during the first year following the completion of the Transactions that may be necessary to realize the anticipated cost synergies from the Transactions. No assurances of the timing or amount of synergies able to be captured, or the timing or amount of costs necessary to achieve those synergies, can be provided.

Some of the factors affecting the costs associated with the Transactions include the complexity and timing of the completion of the Transactions, the resources required in integrating the HHNF Business with Glatfelter’s existing businesses and the length of time during which Berry provides transition services. The amount and timing of any such charges could materially adversely affect the business, financial condition and results of operations following the completion of the Transactions. Glatfelter could also be subject to litigation related to the Transactions, which could prevent or delay the completion of the Transactions and result in the incurrence of additional significant costs and expenses.

Glatfelter is required to abide by potentially significant restrictions which could limit its ability to undertake certain corporate actions that otherwise could be advantageous.

The RMT Transaction Agreement restricts Glatfelter from taking specified actions without Berry’s consent until the Transactions are completed or the RMT Transaction Agreement is terminated, including making certain significant acquisitions or investments, entering into certain new lines of business, incurring certain indebtedness in excess of certain thresholds, making non-ordinary course capital expenditures, amending or modifying certain contracts, divesting certain assets (including certain intellectual property rights) and making certain non-ordinary course changes to personnel and employee compensation. These restrictions and others more fully described in “The RMT Transaction Agreement — Conduct of Business Pending the Merger” may affect Glatfelter’s ability to execute its business strategies and attain its financial and other goals and may impact Glatfelter’s business, financial condition and results of operations.

The Tax Matters Agreement generally prohibits Berry, Spinco and Glatfelter and their respective subsidiaries from taking certain actions that could cause the Spinco Distribution, the Merger or certain related Transactions to fail to qualify as tax-free transactions. To preserve the intended tax treatment of the Transactions, for a two-year period following the Spinco Distribution Date, Glatfelter may not, among other things and subject to certain exceptions:

•

enter into any transaction or series of transactions as a result of which one or more persons would (directly or indirectly) acquire an amount of stock of Glatfelter that, when combined with certain other changes in ownership of stock in Glatfelter (including the Merger), would equal or exceed 45% of the outstanding stock of Glatfelter, as applicable, by vote or value;

​

•

merge or consolidate Glatfelter with any other person, unless Glatfelter is the survivor of the merger or consolidation;

​

•

fail to be actively engaged in the conduct of the active trade or business described in the IRS Ruling;

​

•

sell or otherwise dispose of more than 35% of the gross assets of the Spinco Group or more than 35% of the gross assets of the HHNF Business;

​

•

redeem or repurchase any stock of Glatfelter, other than in certain open-market or similar transactions;

​

•

take any action affecting the voting rights of the stock of Glatfelter;

​

•

take any action that would be reasonably likely to adversely affect the intended tax treatment; or

​

•

adopt a plan or enter into any agreement to do any of foregoing.

​

If Glatfelter intends to take any action that is otherwise prohibited by the Tax Matters Agreement (as described above), prior to taking such action, Glatfelter is required to (1) obtain a favorable IRS Ruling or

 

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an unqualified tax opinion, in each case, reasonably satisfactory to Berry to the effect that such action will not affect the tax-free status of the Spinco Distribution, the Merger or such related Transactions, or (2) receive from Berry a written waiver of the requirement to obtain such private letter ruling or unqualified tax opinion. These restrictions may limit Glatfelter’s ability to pursue certain strategic transactions or engage in other transactions, including using Glatfelter common stock to make acquisitions and in connection with equity capital market transactions or disposing of certain assets that might increase the value of Magnera. See “Other Agreements Related to the Transactions — Tax Matters Agreement.”

The Spinco Distribution could result in significant tax liability, and Glatfelter may be obligated to indemnify Berry for any such tax liability imposed on Berry.

The completion of the Spinco Distribution, the Merger and certain related Transactions are conditioned upon the receipt by Berry, with a copy to Glatfelter, of (1) the Tax Opinions to the effect that, among other things, for U.S. federal income tax purposes, (a) the Spinco Distribution, taken together with certain related Transactions, will qualify as a “reorganization” under Section 368(a)(1)(D) of the Code and a tax-free distribution under Section 355 of the Code, and (b) the Merger will qualify as a “reorganization” under Section 368(a) of the Code, and (2) the IRS Ruling regarding the qualification of the Spinco Distribution and certain related Transactions for tax-free treatment, which Berry has received from the IRS. Provided that such Transactions so qualify, Berry stockholders generally will not recognize any income, gain or loss for U.S. federal income tax purposes upon the receipt of Spinco common stock in the Spinco Distribution or Glatfelter common stock in the Merger (except for any gain or loss attributable to the receipt of cash in lieu of fractional shares of Glatfelter common stock) and Berry generally will not recognize income, gain or loss for U.S. federal income tax purposes, other than as a result of certain intercompany transactions undertaken prior to or in anticipation of the Spinco Distribution, potentially gain to the extent the Special Cash Payment exceeds Berry’s adjusted tax basis in the HHNF Business and in certain other circumstances.

In rendering the Tax Opinions, Berry’s tax counsel will rely on, among other things, (1) customary representations and covenants made by Berry, Spinco and Glatfelter, (2) specified assumptions, including an assumption regarding the completion of the Spinco Distribution, Merger and certain related Transactions in the manner contemplated by the Transaction Documents and (3) the IRS Ruling. If any of those representations, covenants or assumptions is inaccurate, or the facts upon which the Tax Opinions will be based are materially different from the facts at the time of the Spinco Distribution, the conclusions expressed in the Tax Opinions may be incorrect and the Spinco Distribution may not qualify (in whole or part) for tax-free treatment. Tax Opinions of counsel are not binding on the IRS. As a result, to the extent a conclusion expressed in the Tax Opinions is not also covered in the IRS Ruling, such conclusion could be challenged by the IRS, and if the IRS prevails in such challenge, the tax consequences to Berry and its stockholders could be materially less favorable. Additionally, although the IRS Ruling is generally binding on the IRS, Berry, Spinco and Glatfelter will not be able to rely on the IRS Ruling if the factual representations made to the IRS in connection with the IRS Ruling request prove to be inaccurate or incomplete in any material respect, or if undertakings made to the IRS in connection with the request for the IRS Ruling are not satisfied. If this were to occur, the Spinco Distribution may not qualify (in whole or part) for tax-free treatment. As a result, the tax consequences to Berry and its stockholders could be materially less favorable. See “Material U.S. Federal Income Tax Consequences.”

Even if the Spinco Distribution were otherwise to qualify generally for non-recognition treatment under Sections 368(a)(1)(D) and 355 of the Code, the Spinco Distribution would be taxable to Berry (but not to Berry stockholders) pursuant to Section 355 of the Code if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of Berry or Spinco, directly or indirectly (including through acquisitions of the stock of Glatfelter after the completion of the Merger), as part of a plan or series of related transactions that includes the Spinco Distribution. For this purpose, any acquisitions of Berry or Spinco common stock (including through acquisitions of the stock of Glatfelter after the completion of the Merger) within the period beginning two years before the Spinco Distribution and ending two years after the Spinco Distribution are presumed to be part of such a plan, although Berry, Spinco or Glatfelter, as the case may be, may be able to rebut that presumption, depending on the facts and circumstances. For purposes of this test, the Merger will be treated as part of such a plan. If the IRS were to determine that other acquisitions of Berry common stock or Spinco common stock (including through acquisitions of the stock of Glatfelter after the completion of the Merger), either before or after the Spinco Distribution, were

 

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part of a plan or series of related transactions that included the Spinco Distribution, such determination, if sustained, could result in the recognition of a material amount of taxable gain by Berry under Section 355(e) of the Code.

In general, if Glatfelter (1) breaches certain representations and warranties made by Glatfelter (or by Spinco solely to the extent relating to any tax period beginning after the Merger) in the tax representation letters relating to the Transactions or the IRS Ruling, or (2) takes certain actions that are generally prohibited by the Tax Matters Agreement (as described in further detail above), without regard to whether Glatfelter obtained a private letter ruling from the IRS or an unqualified tax opinion or received Berry’s prior written consent to take such action, and such breach or action results in indemnifiable tax-related losses (e.g., increased taxes, penalties and interest) under the Tax Matters Agreement, Glatfelter generally is required to indemnify Berry for such tax-related losses. If the Spinco Distribution were to be taxable to Berry, and Glatfelter were required to indemnify Berry for tax-related losses, then this indemnification obligation could be substantial and could have a material adverse effect on Glatfelter.

In addition, changes in tax law could adversely affect the intended tax treatment of the Transactions or could adversely affect Berry’s ability to receive the Tax Opinions or Berry’s or Glatfelter’s ability to rely on the Tax Opinions or IRS Ruling. For example, legislative proposals in the United States have included provisions that relate to the tax treatment of the Transactions. While the most recent versions of such proposals are not expected to materially impact the intended tax treatment of the Transactions, it is not possible at this time to predict the outcome of these or other proposals.

If the Merger does not qualify as a tax-free reorganization under Section 368 of the Code, participating Berry stockholders that hold Spinco common stock may have significant tax liability.

As described above, the completion of the Merger is conditioned upon the receipt by Berry, with a copy to Glatfelter, of a tax opinion substantially to the effect that the Merger will qualify as a “reorganization” under Section 368(a) of the Code (the “Merger Tax Opinion”). Provided that the Merger so qualifies, participating Berry stockholders that hold Spinco common stock generally will not recognize any income, gain or loss for U.S. federal income tax purposes upon the receipt of Glatfelter common stock in the Merger (except for any gain or loss recognized with respect to the receipt of cash in lieu of fractional shares of Glatfelter common stock).

In rendering the Merger Tax Opinion, Berry’s tax counsel will rely on, among other things, (1) customary representations and covenants made by Berry, Spinco and Glatfelter, and (2) specified assumptions, including an assumption regarding the completion of the Spinco Distribution, Merger and certain related Transactions in the manner contemplated by the Transaction Documents. If any of those representations, covenants or assumptions are inaccurate, or the facts upon which the Merger Tax Opinion will be based are materially different from the facts at the time of the Merger, the conclusions expressed in the Merger Tax Opinion may be incorrect and the Merger may not qualify (in whole or part) for tax-free treatment. Tax opinions of counsel are not binding on the IRS. As a result, the conclusions expressed in the Merger Tax Opinion could be challenged by the IRS, and if the IRS prevails in such challenge, the tax consequences to Spinco and holders of Spinco common stock could be materially less favorable. If the Merger were taxable, holders of Spinco common stock would generally be considered to have made a taxable sale of their shares of Spinco common stock to Glatfelter and would generally recognize taxable gain or loss on their receipt of Glatfelter common stock in the Merger. See “Material U.S. Federal Income Tax Consequences.”

Some of Glatfelter’s directors and executive officers may have interests in completing the Transactions that may be different from, or in addition to, those of other Glatfelter shareholders.

You should be aware that certain of Glatfelter’s directors and executive officers have financial interests in the Transactions that may be different from, or in addition to, the interests of Glatfelter shareholders generally. The members of the Glatfelter Board were aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Transactions, including the Merger, and in recommending to Glatfelter shareholders that they vote to approve the Share Issuance proposal and the Charter Amendment proposals.

 

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For a description of the benefits that Glatfelter’s executive officers and directors may receive as a result of these interests, see “The Transactions — Interests of Glatfelter’s Directors and Executive Officers in the Transactions.”

Glatfelter and the HHNF Business may have difficulty attracting, motivating and retaining executives and other employees in light of the Transactions.

Glatfelter and the HHNF Business may have difficulty attracting, motivating and retaining executives and other employees in light of the Transactions. Uncertainty about the effect of the Transactions on the employees of Glatfelter and the HHNF Business may impair Glatfelter’s and the HHNF Business’ ability to attract, retain and motivate personnel until the Transactions are completed. Employee retention may be particularly challenging during the pendency of the Transactions, as employees may feel uncertain about their future roles with Glatfelter or the HHNF Business after their combination. The departure of employees of Glatfelter or the HHNF Business because of the uncertainty or perceived difficulties of integration or a desire not to become employees after the Transactions could have a material adverse effect on Glatfelter and the HHNF Business and Glatfelter’s ability to realize the anticipated financial and other benefits of the Transactions.

Glatfelter, by acquiring Spinco in the Transactions, will, on a consolidated basis, assume and be responsible for the Spinco Assumed Liabilities following the completion of the Transactions, and is acquiring the assets of Spinco.

As described in “The Separation and Distribution Agreement,” the Spinco Group, which is being acquired by Glatfelter in the Merger, will accept, assume, agree to perform, discharge and fulfill the Spinco Assumed Liabilities in accordance with their terms. The Separation Agreement further provides that the Spinco Assets are being conveyed to Glatfelter with certain representations and warranties disclaimed, and while Berry is subject to certain indemnification obligations in favor of Spinco and Glatfelter under the Separation Agreement, these are generally limited to indemnification for certain indemnifiable losses. See “The Separation and Distribution Agreement — The Separation” for a detailed description of the Spinco Liabilities that the Spinco Group is assuming in the Transactions.

Furthermore, while the RMT Transaction Agreement contains certain representations and warranties about the Spinco Business, the RMT Transaction Agreement provides that all representations and warranties of the parties contained therein will not survive the Second Effective Time of the Merger. Accordingly, there are no remedies available to the parties with respect to any breach of representations of the parties to the RMT Transaction Agreement after the Second Effective Time of the Merger, except for certain limited rights the party may have under applicable law.

To the extent any such Spinco Assumed Liabilities are larger than anticipated, Spinco or Glatfelter losses related to the RMT Transaction Agreement are not indemnifiable, or an issue with a Spinco Asset prohibits the Spinco Business from performing as planned, they could have a material adverse impact on the business, financial condition and results of operations of Magnera.

The price of Glatfelter common stock could be adversely affected by the Spinco Distribution.

The market price of Glatfelter common stock prior to the Merger and Glatfelter common stock following the Merger could be adversely affected as a result of sales of a large number of shares of Glatfelter common stock in the market after the completion of the Transactions or even the perception that these sales could occur in the future. On the Closing Date, Berry will distribute 100% of the shares of Spinco common stock to Berry stockholders. When the Merger is completed, holders of Berry common stock that received shares of Spinco common stock in the Spinco Distribution will own approximately 90% of the outstanding shares of Glatfelter common stock on a fully diluted basis. It is possible that following the Merger some Berry stockholders will sell the Glatfelter common stock they receive in the Merger if, for reasons such as Glatfelter’s business profile or market capitalization, Glatfelter does not fit their investment objectives, or in the case of index funds, Glatfelter is not a participant in the index in which they are investing.

 

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Risk Factors Relating to the HHNF Business and Magnera Following the Transactions

Sales of Glatfelter common stock after the Transactions may negatively affect the market price of Glatfelter common stock.

The shares of Glatfelter common stock to be issued in the Transactions to holders of Spinco common stock will generally be eligible for immediate resale. The market price of Glatfelter common stock could decline as a result of sales of a large number of shares of Glatfelter common stock in the market after the completion of the Transactions or even the perception that these sales could occur.

It is possible that some Spinco stockholders would sell the Glatfelter common stock they receive if, due to Glatfelter’s business profile or market capitalization or other reasons, Glatfelter does not fit their investment objectives, or in the case of index funds, Glatfelter is not a participant in the index in which they are investing. These sales, or the possibility that these sales may occur, may also make it more difficult for Glatfelter to obtain additional capital by selling equity securities in the future at a time and at a price that it deems appropriate.

It is expected that the Glatfelter common stock outstanding on a fully diluted basis immediately prior to the Merger will represent, in the aggregate, approximately 10% of Glatfelter common stock outstanding on a fully diluted basis immediately following the Transactions. As a result of the Transactions, including the significant increase in outstanding Glatfelter common stock, the market price of Glatfelter common stock could be significantly different from the reported closing prices on the NYSE of Glatfelter common stock prior to the completion of the Transactions.

The historical financial information of the HHNF Business may not be representative of its financial condition or results of operations if it had been operated independently of Berry and, as a result, may not be a reliable indicator of its future results.

The HHNF Business is currently operated by Berry. The HHNF Business historical combined financial statements have been prepared on a “carve-out” basis from Berry’s consolidated financial statements using the historical results of operations, assets and liabilities of the HHNF Business and include allocations of expenses from Berry. As a result, the HHNF Business’ historical financial statements may not necessarily reflect what its financial condition and results operations would have been had the HHNF Business operated as a standalone entity during the periods presented. For example, in preparing the financial statements of the HHNF Business, Berry made allocations of costs and Berry corporate expenses deemed to be attributable to the HHNF Business. However, these costs and expenses reflect the costs and expenses attributable to the HHNF Business operated as part of a larger organization and do not necessarily reflect costs and expenses that would be incurred by the HHNF Business had it been operated independently or costs and expenses that would be incurred by Glatfelter. As a result, the historical financial information of the HHNF Business may not be a reliable indicator of future results, and actual results may be materially different from those reflected in the historical financial statements.

The unaudited pro forma condensed combined financial information of Glatfelter and the HHNF Business are not intended to reflect what the actual financial condition and results of operations would have been had Glatfelter and the HHNF Business been a combined company for the periods presented and the HHNF Business historical combined financial statements have been prepared on a carve-out basis, and therefore such pro forma financial information and the historical HHNF Business financial statements may not be indicative of future operating performance.

Because Glatfelter will combine with the HHNF Business only upon completion of the Transactions, there is no available historical financial information that consolidates the financial results for the HHNF Business and Glatfelter. The historical financial statements contained or incorporated by reference in this document consist of the separate financial statements of the HHNF Business and Glatfelter.

The HHNF Business’ historical combined financial statements have been prepared on a “carve-out” basis from Berry’s consolidated financial statements using the historical results of operations, assets and liabilities of the HHNF Business and include allocations of expenses from Berry. As a result, the HHNF

 

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Business’ historical financial statements may not necessarily reflect what its financial condition and results of operations would have been had the HHNF Business operated as a standalone entity during the periods presented.

The unaudited pro forma condensed combined financial information presented in this document are for illustrative purposes only and are not intended to, and do not purport to, represent what the actual financial condition and results of operations would have been if the Transactions had occurred on the relevant dates. In addition, such unaudited pro forma condensed combined financial information is based upon available information and certain assumptions of management as of the date of this document. These assumptions, however, are only preliminary and will be updated only after the completion of the Transactions. The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting, with Spinco as the accounting acquirer based on consideration of the facts and circumstances described in “The Transactions — Accounting Treatment,” which may be subject to change. Under the acquisition method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed in a business combination based on their respective fair values as of the merger date, with any excess purchase price allocated to goodwill. Following the Closing, Magnera’s management expects to complete the valuation of the assets and liabilities at the level of detail necessary to finalize the required purchase price allocation. The final purchase price allocation could differ significantly from the allocation presented in the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements also do not reflect any anticipated revenue enhancements, cost savings, or operating synergies that may be achieved as a result of the Merger, the total expected costs to integrate the operations of Glatfelter and the HHNF Business, or the total expected costs necessary to achieve such revenue enhancements, cost savings or operating synergies. Accordingly, the unaudited pro forma condensed combined financial statements included in this document do not reflect what Magnera’s financial condition and results of operations would have been had Glatfelter and the HHNF Business been a consolidated entity during all periods presented, or what Magnera’s financial condition and results of operations will be in the future. Actual results may be materially different from those reflected in the unaudited pro forma condensed combined financial statements presented in this document.

Magnera may be unable to provide (or obtain from third parties) the same types and level of services to the HHNF Business that historically have been provided by Berry or may be unable to provide (or obtain) them at the same cost.

As part of Berry, the HHNF Business has been able to receive certain services from Berry. Following the Transactions, Magnera will need to replace these services either by providing them internally from existing services or by obtaining them from unaffiliated third parties. Berry will provide certain services on a transitional basis pursuant to the Transition Services Agreement. The duration of such services is subject to ongoing discussions but will be for a reasonable term to be set out in the Services Schedule to the Transition Services Agreement. Magnera may be unable to replace these services in a timely manner or on terms and conditions as favorable as those the HHNF Business currently receives from Berry. The costs for these services could, in the aggregate, be higher than the combination of Glatfelter’s current costs and those reflected in the historical financial statements of the HHNF Business. If Magnera is unable to replace the services provided by Berry or is unable to replace them at the same cost or is delayed in replacing the services provided by Berry, Magnera’s results of operations may be materially adversely impacted.

Magnera’s business, financial condition and results of operations may be adversely affected following the Transactions if it cannot negotiate terms that are as favorable as those Berry has received when Magnera replaces contracts after the completion of the Transactions.

As a separate reporting segment of Berry, the HHNF Business has been able to receive benefits from being a part of Berry and has been able to benefit from Berry’s financial strength, extensive business relationships and purchasing power. Following the Merger, the HHNF Business will be combined with Glatfelter, and Magnera will not be able to leverage Berry’s financial strength, may not have access to all of Berry’s extensive business relationships and may not have purchasing power similar to what the HHNF Business benefited from by being a part of Berry prior to the completion of the Transactions. In addition, some contracts that Berry or its subsidiaries are a party to on behalf of the HHNF Business require consents of third parties to assign them to Spinco in connection with the Transactions. There can be no assurance

 

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that Berry, Spinco or Magnera will be able to obtain those consents, enter into new agreements with respect to those contracts if consents are not obtained or arrange for a lawful alternative arrangement to provide Spinco with the rights and obligations under such agreements. It is therefore possible, whether as a result of routine renegotiations of terms in the ordinary course of business, or as part of a request for consent or a replacement of a contract where consent has not been obtained, that Magnera may not be able to negotiate terms as favorable as those Berry has received previously for one or more contracts, and in the aggregate the loss or renegotiation of contracts in connection with the foregoing could materially adversely affect Magnera’s business, financial condition and results of operations following the completion of the Transactions by increasing costs or decreasing revenues.

Although the Transactions are expected to result in synergies and other benefits, those benefits may not be realized because of difficulties related to integration, the achievement of such synergies and other challenges.

Glatfelter and the HHNF Business have operated and, until completion of the Transactions, will continue to operate, independently, and their businesses may not be able to be combined in a manner that allows for the achievement of any financial or other benefits. If Magnera is not able to successfully integrate the HHNF Business with Glatfelter’s business, the anticipated financial and other benefits, including synergies, of the Transactions may not be realized fully, if at all, or may take longer than expected to be realized. Specifically, the following issues, among others, must be addressed in combining the operations of Glatfelter and the HHNF Business for the anticipated financial and other benefits of the Transactions to be realized:

•

combining the businesses of Glatfelter and the HHNF Business in the time frame currently anticipated;

​

•

maintaining existing agreements with customers, distributors, providers, talent and vendors and avoiding delays in entering into new agreements with prospective customers, distributors, providers, talent and vendors;

​

•

combining certain of the businesses’ corporate functions;

​

•

determining whether and how to address possible differences in corporate cultures and management philosophies;

​

•

integrating the businesses’ administrative, accounting and information technology infrastructure;

​

•

integrating employees and attracting and retaining key personnel, including talent;

​

•

managing the expanded operations of a significantly larger and more complex company; and

​

•

resolving potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the Transactions.

​

Even if the operations of the businesses of Glatfelter and the HHNF Business are integrated successfully, the full benefits of the Transactions may not be realized, including, among others, the synergies that are expected. These benefits may not be achieved within the anticipated time frame or at all. Additional unanticipated costs may also be incurred in connection with the integration of the businesses of Glatfelter and the HHNF Business. Further, it is possible that there could be loss of key Glatfelter or HHNF Business employees, loss of customers, disruption of either or both of Glatfelter’s or the HHNF Business’ ongoing businesses or unexpected issues, higher than expected costs and an overall post-completion process that takes longer than originally anticipated. All of these factors could materially adversely affect the market price of Glatfelter common stock and Magnera’s business, financial condition and results of operations.

The success of Magnera will also depend on relationships with third parties and existing customers of Glatfelter and the HHNF Business, which relationships may be affected by customer or third-party preferences or public attitudes about the Transactions. Any adverse changes in these relationships could adversely affect Magnera’s business, financial condition and results of operations.

Magnera’s success will depend on its ability to maintain and renew relationships with existing customers, business partners and other third parties of both Glatfelter and the HHNF Business, and its ability to establish new relationships. There can be no assurance that the business of Magnera will be able to maintain

 

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and renew existing contracts and other business relationships or enter into or maintain new contracts and other business relationships, on acceptable terms, if at all. The failure to maintain important business relationships could have a material adverse effect on Magnera’s business, financial condition and results of operations.

Following the completion of the Transactions, Magnera’s consolidated indebtedness will increase substantially as a result of the Transactions. This increased level of indebtedness could adversely affect Magnera, including by decreasing its business flexibility.

Upon completion of the Transactions, Magnera expects to become responsible for up to approximately $2,053 million of debt, including existing debt of the HHNF Business to be assumed by the Spinco Group, and debt that may be incurred by Spinco and used on the Closing Date to finance, in part, the Special Cash Payment and to otherwise fund the other Transactions and to pay the related transaction fees and expenses, with the ultimate amount of such debt subject to adjustment, as described in “The Separation and Distribution Agreement — The Separation — Special Cash Payment and Post-Closing Payments.” The increased indebtedness could have the effect of, among other things, reducing Magnera’s flexibility to respond to changing business and economic conditions, increasing its vulnerability to general adverse economic and industry conditions and limiting its ability to obtain additional financing in the future. In addition, following the completion of the Transactions, the amount of cash required to pay interest on Magnera’s indebtedness levels will increase from the amount required to pay interest on prior to the Transactions, and thus the demands on Magnera’s resources will be greater than those for Glatfelter prior to the Transactions, and Magnera may be unable to generate cash sufficient to pay when due the principal of, interest on or other amounts associated with its indebtedness. The increased levels of indebtedness following the completion of the Transactions could also reduce funds available for capital expenditures, share repurchases, investments, mergers and acquisitions and other activities and may create competitive disadvantages for Magnera relative to other companies with lower debt levels.

Following the completion of the Transactions, Magnera’s corporate or debt-specific credit rating could be downgraded, which may increase its borrowing costs or give rise to a need to refinance existing indebtedness. If a ratings downgrade occurs, Magnera may need to refinance existing debt or be subject to higher borrowing costs and more restrictive covenants when Magnera incurs new debt in the future, which could reduce profitability and diminish operational flexibility. Market disruptions, such as those experienced in 2008 and March 2020, as well as Magnera’s indebtedness levels, may increase Magnera’s borrowing costs or adversely affect its ability to refinance its obligations as they become due. If Magnera is unable to refinance its indebtedness or access additional credit, or if short-term or long-term borrowing costs dramatically increase, Magnera’s ability to meet its short-term and long-term obligations could be adversely affected, which would have a material adverse effect on its business, financial condition, results of operations and cash flows.

Magnera’s debt agreements following the completion of the Transactions will require Magnera to continue to comply with specified financial covenants that could limit Magnera’s ability to take various actions, including incurring additional debt.

Glatfelter’s debt agreements currently contain, and will contain following the completion of the Transactions, restrictive covenants. These covenants and requirements could limit Magnera’s ability to take various actions, including incurring additional debt, guaranteeing indebtedness and engaging in various types of transactions, including mergers, acquisitions and sales of assets. These covenants could place Magnera at a disadvantage compared to some of its competitors, who may have fewer restrictive covenants and may not be required to operate under these restrictions. Further, these covenants could have a material adverse effect on Magnera’s business, financial condition and results of operations by limiting its ability to take advantage of financing, mergers and acquisitions or other opportunities.

If the results of operations of the HHNF Business following the Transactions are below Glatfelter’s expectations, Magnera may not achieve the increases in revenues and net earnings that it expects as a result of the Transactions.

Glatfelter has projected that it will derive a majority of its revenues and net earnings from the operations of the HHNF Business after the Transactions. Therefore, if the results of operations of the HHNF Business

 

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following the Transactions are below Glatfelter’s expectations, Magnera may not achieve the results of operations expected as a result of the Transactions. Some of the significant factors that could negatively impact the expected results of operations of the HHNF Business, and therefore harm the expected future combined results of operations after the completion of the Transactions, include:

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more intense competitive pressure from existing or new competitors;

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fewer customers purchasing products from the HHNF Business;

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•

fluctuations in the exchange rates in the jurisdictions in which the HHNF Business operates;

​

•

issues in the supply chain of raw materials necessary to conduct the HHNF Business;

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•

increases in operating costs for the HHNF Business; and

​

•

material variations in the results of operations of the HHNF Business from Glatfelter’s expectations or projections of such results of operations, which were based on estimates and assumptions developed by Glatfelter management, any or all of which may prove to be incorrect or inaccurate.

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The financial projections included herein are based upon estimates and assumptions made at the time they were prepared. If these estimates or assumptions prove to be incorrect or inaccurate, the actual operating results may differ materially from those forecasted for Glatfelter and the HHNF Business.

The financial projections included in this document under “The Transactions — Prospective Financial Information” are subject to uncertainty and are based on estimates and assumptions developed by management of Glatfelter and Berry, respectively, any or all of which may prove to be incorrect or inaccurate. The financial projections of Glatfelter and the HHNF Business were prepared in good faith on bases believed by the management of Glatfelter and Berry, respectively, to be reasonable, reflecting the best available estimates and judgments of management of the applicable company as to the future operating results of Glatfelter and the HHNF Business at the time they were prepared. Although presented with numerical specificity, the financial projections reflect numerous estimates and assumptions with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to the businesses of Glatfelter and the HHNF Business, including other factors listed under “Risk Factors,” all of which are difficult to predict and many of which are outside the control of Glatfelter, Berry and Spinco. There can be no assurance that the assumptions underlying the financial projections will be realized. In addition, the financial projections cover multiple years and such information by its nature becomes less predictive with each successive year. If these estimates or assumptions prove to be incorrect or inaccurate, Magnera’s actual operating results may differ materially from those forecasted for Glatfelter and the HHNF Business.

Many of the assumptions reflected in the financial projections are subject to change and such financial projections do not reflect revised prospects for the businesses of Glatfelter or the HHNF Business, changes in general business or economic conditions or any other transactions, circumstances or events occurring after the date they were prepared, including the Transactions contemplated by the RMT Transaction Agreement and the Separation Agreement and the effect of any failure of the Merger or the other Transactions to occur. Glatfelter and Berry have not updated and do not intend to update or otherwise revise their respective financial projections. There can be no assurance that the results reflected in any of the financial projections for Glatfelter and the HHNF Business will be realized or that actual results for Magnera will not materially vary from such financial projections.

Magnera may not be able to compete successfully, and its customers may not continue to purchase its products.

Glatfelter and the HHNF Business compete with multiple companies in each of their product lines on the basis of a number of considerations, including price, service, quality, product characteristics and the ability to supply products to customers in a timely manner. Additionally, consumer views on environmental considerations could potentially impact demand for Magnera’s products that utilize fossil fuel-based materials in their manufacturing. Competitors to Glatfelter and the HHNF Business may have financial and other resources that are substantially greater and may be better able to withstand higher costs. Competition and product preference changes could result in Glatfelter and/or HHNF Business products losing market share or Magnera having to reduce prices, either of which could have a material adverse effect

 

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on Magnera’s business, financial condition and results of operations. In addition, since Glatfelter and the HHNF Business do not have long-term arrangements with many of their customers, these competitive factors could cause their customers to shift suppliers quickly.

Further, for the fiscal year ended September 30, 2023, the top customer of the HHNF Business accounted for more than 11% of its net sales, and its top ten customers represented approximately 45% of net sales. The loss of those customers during the pendency of or after the closing of the Transactions may have a material adverse effect on Magnera’s business, financial condition and results of operations.

Magnera may pursue and execute acquisitions or divestitures, which could adversely affect its business.

As part of Magnera’s growth strategy, it will consider transactions that either complement or expand its existing business and create economic value. Transactions involve special risks, including the potential assumption of unanticipated liabilities and contingencies as well as difficulties in integrating acquired businesses or carving-out divested businesses, which may result in substantial costs, delays or other problems that could adversely affect Magnera’s financial condition and results of operations. Furthermore, Magnera may not realize all of the synergies it expects to achieve from its current strategic initiatives due to a variety of risks. If it is unable to achieve the benefits that it expects to achieve from such strategic initiatives, it could adversely affect the business, financial condition and results of operations of Magnera.

In the event of a catastrophic loss of a key manufacturing facility, Magnera would be adversely affected.

While Glatfelter and the HHNF Business maintain insurance covering their respective facilities, including business interruption insurance, a catastrophic loss of the use of all or a portion of one of their key manufacturing facilities due to accident, labor issues, weather conditions, natural disaster, pandemic or otherwise, whether short or long-term, could result in future losses to Magnera.

Magnera’s success will depend on attracting, developing, motivating and retaining talented people within its business. Significant shortfalls in recruitment or retention, labor cost inflation or failure to adequately motivate employees, could adversely affect Magnera’s ability to compete and achieve its strategic goals.

Attracting, developing, motivating and retaining talented employees will be essential to the successful delivery of Magnera’s products and services and success in the marketplace. The ability to attract and retain talented employees is critical in the development and delivery of products and services, which is an integral component of the growth strategy. Labor is also subject to cost inflation, availability and workforce participation rates, all of which could be impacted by factors beyond the control of Magnera.

Competition for employees can be intense and if the combined company is unable to successfully integrate, motivate and reward the current employees from the HHNF Business or Glatfelter’s current employees, Magnera may not be able to retain them. There can be no assurance Magnera will be able to recruit, train, assimilate, motivate and retain employees in the future. The loss of a substantial number of these employees or a prolonged labor dispute could disrupt Magnera’s business and result in future losses.

The international operations of Glatfelter and the HHNF Business pose risks to the business of Magnera that may not be present with its domestic operations.

Glatfelter and the HHNF Business are subject to foreign exchange rate risk, both transactional and translational, which may negatively affect its financial performance. Exchange rates between transactional currencies may change rapidly due to a variety of factors. Translational foreign exchange exposures result from exchange rate fluctuations in the conversion of entity functional currencies to U.S. dollars, the HHNF Business’ reporting currency, and may affect the reported value of its assets and liabilities and its income and expenses. In particular, the HHNF Business’ translational exposure may be impacted by movements in the exchange rate of the euro or the Brazilian real against the U.S. dollar.

Foreign operations are also subject to certain risks that are unique to doing business in foreign countries including shipping delays and supply chain challenges, disruption of energy, changes in applicable laws, including assessments of income and non-income related taxes, reduced protection of intellectual property, inability to readily repatriate cash to the U.S. effectively and regulatory policies and various trade

 

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restrictions including potential changes to export taxes or countervailing and anti-dumping duties for exported products from these countries. Any of these risks could disrupt the HHNF Business and result in significant losses. The HHNF Business is also subject to the Foreign Corrupt Practices Act and other anti-bribery and anti-corruption laws that generally bar bribes or unreasonable gifts to foreign governments or officials. The HHNF Business has implemented safeguards, training and policies to discourage these practices by its employees and agents. However, existing safeguards, training and policies to assure compliance and any future improvements may prove to be less than effective and employees or agents of the HHNF Business may engage in conduct for which the HHNF Business might be held responsible. If employees violate internal policies, the HHNF Business may be subject to regulatory sanctions. Violations of these laws or regulations could result in sanctions including fines, debarment from export privileges and penalties and could adversely affect the business, financial condition and results of operations of the HHNF Business.

Changes in domestic and foreign laws and regulations and other risks related to international operations could adversely impact Magnera’s business, financial condition and results of operations.

The foreign jurisdictions in which Glatfelter and the HHNF Business operate have, in varying degrees, laws and regulations that will govern Magnera’s business. Glatfelter and the HHNF Business have operations through which they offer for sale and distribute products and services outside of the United States. As a result, Magnera’s business will be subject to certain risks inherent in international business, many of which are beyond its control. These risks include:

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laws and policies affecting trade and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws;

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local regulatory requirements (and any changes to such requirements);

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its ability to obtain the appropriate licenses and other regulatory approvals it needs to operate in foreign countries;

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significant fluctuations in foreign currency value;

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currency exchange and central banking controls;

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the instability of foreign economies and governments;

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threatened or actual terrorist attacks and military action, including the intensification or expansion of the conflict in Ukraine;

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•

anti-corruption laws and regulations such as the Foreign Corrupt Practices Act that impose stringent requirements on how Magnera conducts its foreign operations and changes in these laws and regulations;

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sanction laws and regulations such as those administered by the Office of Foreign Assets Control that restrict Magnera’s dealings with certain sanctioned countries, territories, individuals and entities; these laws and regulations are complex, frequently changing and increasing in number, and may impose additional prohibitions or compliance obligations on its dealings in certain countries and territories, including sanctions imposed on Russia and certain Ukrainian territories;

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foreign privacy and data protection laws and regulations and changes in these laws; and

​

•

shifting consumer preferences.

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Events or developments related to these, and other risks associated with international trade, could adversely affect Magnera’s revenues from non-U.S. sources, which could have a material adverse effect on its business, financial condition and results of operations. Acts of terrorism, hostilities, imposition of sanctions or financial, political, economic or other uncertainties could lead to a reduction in revenue or loss of investment, which could materially adversely affect its results of operations. Furthermore, some foreign markets where Glatfelter, the HHNF Business and their respective partners operate may be more adversely affected by current economic conditions than the United States. Magnera also may incur substantial expense as a result of changes, including the imposition of new restrictions, in the existing regulatory, economic or political environment in the regions where Glatfelter and the HHNF Business do business.

 

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Global economic conditions, including inflation and supply chain disruptions, may negatively impact the business operations and financial results of Magnera.

Challenging current and future global economic conditions, including inflation and supply chain disruptions may negatively impact Magnera’s operations and financial results. Recent regional and global conflicts have increased volatility in world economies. Current global economic challenges, including the relatively high rate of inflation and supply chain constraints may continue to put pressure on Magnera.

When challenging economic conditions exist, Magnera’s customers may delay, decrease or cancel purchases, and may also delay payment or fail to pay altogether. Suppliers may have difficulty filling Magnera’s orders and distributors may have difficulty getting Magnera’s products to customers, which may affect Magnera’s ability to meet customer demands, and result in a loss of business. Weakened global economic conditions may also result in unfavorable changes in product prices, product mix and profit margins. Although the HHNF Business and Glatfelter take measures to mitigate the impact of inflation, including through pricing actions and productivity programs, if these actions are not effective, Magnera’s cash flow, financial condition and results of operations could be adversely impacted. In addition, there could be a time lag between recognizing the benefit of mitigating actions and when inflation occurs, and there is no assurance that mitigating measures will be able to fully mitigate the impact of inflation.

Political volatility may also contribute to the general economic conditions and regulatory uncertainty in regions in which Magnera operates. Future unrest and changing policies could result in an adverse impact to Magnera’s financial condition. Political developments can also disrupt the markets served by Magnera and the tax jurisdictions in which it operates and may affect its business, financial condition and results of operations.

Magnera’s business, financial condition and results of operations may be negatively impacted by the outcome of uncertainties related to litigation.

From time to time, Glatfelter and the HHNF Business may be involved in a number of legal claims, regulatory investigations, litigation (asserted individually and/or on behalf of a class) and arbitration. Glatfelter and the HHNF Business may be subject to a number of lawsuits both in the United States and in foreign countries, including, at any particular time, claims relating to antitrust, intellectual property, employment, wage and hour, consumer privacy, environmental, regulatory and tax proceedings, contractual and commercial disputes and the production, distribution and licensing of Glatfelter’s and the HHNF Business’ products. Magnera may also spend substantial resources complying with various government standards, which may entail related investigations and litigation. Magnera may incur significant expenses defending such suits or government charges and may be required to pay amounts or otherwise change its operations in ways that could materially adversely affect its business, financial condition and results of operations. This could result in an increase in Magnera’s cost for defense or settlement of claims or indemnification obligations if Magnera were to be found liable in excess of Glatfelter’s or the HHNF Business’ historical experience. Even if Magnera believes a claim is without merit, or ultimately prevails, defending against the claim could be time-consuming and costly and divert its management’s attention and resources away from its business.

In addition, Magnera’s insurance may not be adequate to protect it from all material expenses related to pending and future claims and Glatfelter’s and the HHNF Business’ current levels of insurance may not be available in the future at commercially reasonable prices. Any of these factors could materially adversely affect Magnera’s business, financial condition and results of operations.

Changes in tax laws or changes in the HHNF Business’ geographic mix of earnings could have a material impact on the financial condition and results of operation of the HHNF Business.

Glatfelter and the HHNF Business are subject to income and other taxes in the many jurisdictions in which they operate. Tax laws and regulations are complex and the determination of the global provision for income taxes and current and deferred tax assets and liabilities requires judgment and estimation. Glatfelter and the HHNF Business are subject to routine examinations of income tax returns, and tax authorities may disagree with their tax positions and assess additional tax. Future income taxes could also be negatively impacted by Magnera’s mix of earnings in the jurisdictions in which it operates being different than anticipated

 

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given differences in statutory tax rates in the countries in which it operates. In addition, tax policy efforts to raise global corporate tax rates could adversely impact the tax rate and subsequent tax expense of Magnera.

Raw material inflation or shortage of available materials could harm Magnera’s financial condition and results of operations, which could adversely affect Magnera’s business, financial condition and results of operations.

Raw materials are subject to price fluctuations and availability, due to external factors, such as the Russia-Ukraine conflict, weather-related events or other supply chain challenges. Temporary industry-wide shortages of raw materials have occurred in the past, which can lead to increased raw material price volatility. Additionally, suppliers could experience cost increases to produce raw material due to increases in carbon pricing. Historically, the HHNF Business has been able to manage the impact of higher costs by increasing selling prices and has generally been well positioned to capture additional market share as the HHNF Business’ primarily raw material, polymer resin, is typically a lower cost and more versatile substrate. However, raw material shortages or the inability to timely pass-through increased costs to customers may adversely affect Magnera’s financial condition and results of operations.

Weather related events could negatively impact Magnera’s results of operations.

Weather related events could adversely impact Magnera and certain customers, suppliers and partners. Such events may have a physical impact on the facilities, inventory, suppliers and equipment and any unplanned downtime at any of such facilities could result in unabsorbed costs that could negatively impact results of operations for the period in which it experienced the downtime. Longer-term climate change patterns could alter future customer demand, impact supply chains and increase operating costs. However, any such changes are uncertain and the net impact from such events cannot be predicted.

Glatfelter and the HHNF Business depend on information technology systems and infrastructure to operate their businesses, and increased cybersecurity threats, system inadequacies and failures could disrupt Magnera’s operations and compromise customer, employee, vendor, company and other data which could negatively affect Magnera’s business.

Glatfelter and the HHNF Business rely on the efficient and uninterrupted operation of information technology systems and networks. These systems and networks are vulnerable to increased threats and more sophisticated computer crime, energy interruptions, telecommunications failures, breakdowns, natural disasters, terrorism, war, computer malware or other malicious intrusions.

Glatfelter and the HHNF Business also maintain and have access to data and information that is subject to privacy and security laws, regulations and customer controls. Despite efforts to protect such information through maintaining appropriate data security and controls, breaches, misplaced or lost data and programming damages could result in a negative impact on Magnera. While the HHNF Business has not had material system interruptions historically associated with these risks, future interruptions could result in significant losses. If Glatfelter’s or the HHNF Business’ information security systems or data are compromised in a material way, such compromises could result in a disruption of services or operations or information misappropriation including, but not limited to: interruption to systems availability; denial of access to and misuse of applications required by customers to conduct business with Glatfelter; denial of access to the applications used to plan operations, procure materials, manufacture and ship products and account for orders; theft of intellectual know-how and trade secrets; and inappropriate disclosure of confidential company, employee, customer or vendor information. If such disruptions or misappropriations were to occur, they could cause a reduction of the revenues Magnera is able to generate from such services, damage to Glatfelter’s and the HHNF Business’ respective reputation, a loss of confidence in the security of Glatfelter’s offerings and services and significant legal and financial exposure, each of which could potentially have a material adverse effect on Magnera’s business. In addition, the rapid evolution and increased adoption of artificial intelligence technologies increases the cybersecurity risks Magnera may be subject to, including generative artificial intelligence augmenting threat actors’ technological sophistication to enhance existing or create new malware.

While Glatfelter devotes significant resources to network security, disaster recovery, employee training and other measures to secure its information technology systems and prevent unauthorized access to or loss of data, there are no guarantees that these efforts will be adequate to safeguard against all cyber incidents,

 

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systems disruptions, system compromises or misuses of data. In addition, while Glatfelter currently maintains insurance coverage that, subject to its terms and conditions, is intended to address costs associated with certain aspects of cyber incidents and information systems failures, this insurance coverage may not, depending on the specific facts and circumstances surrounding an incident, cover all losses or all types of claims, or be adequate to compensate affected third parties for losses that arise from an incident, or the damage to our reputation or brands that may result from an incident.

Current and future environmental and other governmental requirements could adversely affect the financial condition of Magnera and the ability to conduct its business.

While significant capital expenditures have not historically been required to be made to comply with applicable environmental laws and regulations, future capital expenditure requirements cannot be predicted because of continually changing compliance standards and environmental technology, and such expenditure requirements could be significant. Furthermore, violations or contaminated sites that those involved with Glatfelter and/or the HHNF Business do not know about (including contamination caused by prior owners and operators of such sites or newly discovered information) could result in additional compliance or remediation costs or other liabilities.

In addition, federal, state, local and foreign governments could enact laws or regulations concerning environmental matters, such as greenhouse gas (carbon) emissions, that increase the cost of producing, or otherwise adversely affect the demand for, packaging products. Additionally, several governmental bodies in jurisdictions where Glatfelter and the HHNF Business operate have introduced, or are contemplating introducing, regulatory change to address the potential impacts of climate change and global warming, which may have adverse impacts on operations or financial results. Any such laws promulgated to date do not appear to have had a material adverse effect on Glatfelter or the HHNF Business, as the impact of higher costs has historically been managed by increasing selling prices. However, future legislation or regulation could have a material adverse effect.

Magnera may not be successful in protecting its intellectual property rights, including unpatented proprietary know-how and trade secrets, or in avoiding claims that Glatfelter, the HHNF Business and/or Magnera infringed on the intellectual property rights of others.

In addition to relying on patent and trademark rights, Glatfelter and the HHNF Business rely on unpatented proprietary know-how and trade secrets, and employ various methods, including confidentiality agreements with employees and consultants, customers and suppliers to protect know-how and trade secrets. However, these methods and the applicable patents and trademarks may not afford complete protection and there can be no assurance that others will not independently develop the know-how and trade secrets or develop better production methods. Further, Glatfelter and the HHNF Business may not be able to deter current and former employees, contractors and other parties from breaching agreements and misappropriating proprietary information, and it is possible that third parties may copy or otherwise obtain and use Magnera’s information and proprietary technology without authorization or otherwise infringe on Magnera’s intellectual property rights. Furthermore, no assurance can be given that there will not be future claims asserting the infringement of the intellectual property rights of third parties seeking damages, the payment of royalties or licensing fees and/or injunctions against the sale of Magnera’s products. Any such litigation could be protracted and costly and could result in significant losses.

Provisions in the Existing Glatfelter Charter and the Glatfelter Bylaws and applicable law may prevent or delay an acquisition of Glatfelter, which could decrease the market price of Glatfelter common stock.

The Existing Glatfelter Charter, the current Amended and Restated Bylaws of Glatfelter (the “Glatfelter Bylaws”) and the Pennsylvania Business Corporation Law (“PBCL”) contain or will contain provisions that may have the effect of deterring takeovers of Glatfelter by making such takeovers more expensive to the acquirer and by encouraging prospective acquirers to negotiate with the Glatfelter Board rather than to attempt a hostile takeover. These provisions include: (1) rules regarding how the Glatfelter shareholders may present proposals or nominate directors for election at shareholder meetings; and (2) the right of the Glatfelter Board to issue preferred stock without shareholder approval. The PBCL also imposes some restrictions on transactions with interested shareholders by requiring the approval of a majority of

 

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disinterested shareholders, and on mergers and acquisitions by requiring any person who acquires 20% or more of the shares of Glatfelter common stock to offer to purchase the shares of the other Glatfelter shareholders at fair value. For more information, see “Description of Capital Stock of Glatfelter — Anti-Takeover Statutes.”

These provisions are intended to protect Glatfelter shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with the Glatfelter Board and by providing the Glatfelter Board with more time to assess any acquisition proposal. These provisions are not intended to make Glatfelter immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that the Glatfelter Board determines is not in the best interests of Glatfelter. Accordingly, if the Glatfelter Board determines that a potential business combination transaction is not in the best interests of Glatfelter, but certain shareholders believe that such a transaction would be beneficial to Glatfelter, such shareholders may elect to sell their shares in Glatfelter and the market price of Glatfelter common stock could decrease.

These and other provisions of the Existing Glatfelter Charter, the Glatfelter Bylaws and the PBCL could have the effect of delaying, deferring or preventing a proxy contest, tender offer, merger or other change in control, which may have a material adverse effect on Glatfelter’s business, financial condition and results of operations.

The Glatfelter Bylaws designate the federal District Court for the Middle District of Pennsylvania as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by Glatfelter shareholders, which could discourage lawsuits against Glatfelter and its directors and officers.

The Glatfelter Bylaws provide that unless the Glatfelter Board adopts a resolution approving the selection of an alternative forum, the federal District Court for the Middle District of Pennsylvania, or if such federal court does not have jurisdiction, any other federal or state court located within the Commonwealth of Pennsylvania will be the exclusive forum for (1) any derivative action or proceeding brought on behalf of Glatfelter, (2) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of Glatfelter to Glatfelter, (3) any action asserting a claim against Glatfelter or any director or officer or other employee of Glatfelter arising pursuant to any provision of the PBCL, the Existing Glatfelter Charter, the Glatfelter Amended Charter or the Glatfelter Bylaws or (4) any action asserting a claim against Glatfelter or any director or officer or other employee of Glatfelter governed by the internal affairs doctrine.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. To the extent permitted by law, the exclusive forum clause in the Glatfelter Bylaws could apply to actions of the type described above that assert claims under U.S. federal securities laws, including the Securities Act and the Exchange Act. There is uncertainty as to whether a court would enforce the exclusive forum provision in the Glatfelter Bylaws in connection with any such claims. Glatfelter shareholders cannot waive, and will not be deemed to have waived, Glatfelter’s compliance with the federal securities laws and the rules and regulations thereunder.

The exclusive forum provision may limit the ability of shareholders to bring a claim in a judicial forum that such shareholders find favorable for disputes with Glatfelter or its directors or officers, which may discourage such lawsuits against Glatfelter or its directors or officers. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, Glatfelter may incur additional costs associated with resolving such matters in other jurisdictions or forums, which could materially adversely affect Glatfelter’s business, financial condition and results of operations.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements included in or incorporated by reference into this document that are not historical facts, including financial estimates and projections and statements as to the expected timing, completion and effects of the Transactions, including expected synergies, constitute “forward-looking statements” within the meaning of the federal securities laws and the rules, regulations and releases of the SEC. These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the Transactions, including future financial and operating results, Berry, Spinco or Glatfelter’s plans, objectives, expectations and intentions and other statements that are not historical facts. Forward-looking statements are based on the current beliefs and expectations of the management of Berry, Glatfelter and the HHNF Business and are subject to significant risks and uncertainties outside of their control. Words such as “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “aims,” “potential,” “will,” “would,” “could,” “considered,” “likely,” “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on future circumstances that may or may not occur. Actual results may differ materially from the current beliefs and expectations of the managements of Berry, Glatfelter and the HHNF Business depending on a number of factors affecting their businesses and risks associated with the successful execution of the Transactions and the integration and performance of Magnera following the Transactions. In evaluating these forward-looking statements, you should carefully consider the risks described herein and in other reports that Glatfelter and Spinco file with the SEC. See “Risk Factors” and “Where You Can Find More Information; Incorporation by Reference.” Factors which could have a material adverse effect on operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to:

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the risk that the Transactions may not be completed on the terms or timeline contemplated, or at all, for failure to satisfy the closing conditions;

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risks related to Glatfelter’s ability to complete the Transactions and Magnera’s ability to integrate, maintain and obtain the anticipated financial and other benefits, including synergies, from the Transactions on a timely basis or at all;

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the effects of the failure to achieve completion of the Transactions on Glatfelter’s, Berry’s and the HHNF Business’ operating results and businesses generally as well as the market price of Berry common stock and Glatfelter common stock;

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the fact that Glatfelter shareholders will have a significantly reduced ownership and voting interest in Glatfelter after the completion of the Transactions;

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provisions in the RMT Transaction Agreement discouraging other companies from trying to acquire Glatfelter;

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risks related to fact that the calculation of the Merger Consideration will not be adjusted to account for changes to the value of the HHNF Business or Glatfelter before the Transactions are completed;

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the effects of the pendency of the Transactions on Glatfelter’s stock price as well as the operations and financial condition of Glatfelter and the HHNF Business;

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risk that a future write-off could results in lower reported net income and a reduction of the HHNF Business’ net worth as goodwill and other intangibles represent a significant amount of the net worth of the HHNF Business;

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the effects on the business, financial conditions and results of operation of Glatfelter following the Transactions due to significant costs associated with the Transactions Glatfelter expects to incur;

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the potentially significant restrictions on Glatfelter and Magnera, which could limit their ability to undertake certain corporate actions (such as certain stock issuances or business combinations) or pursue or attract potential corporate opportunities that otherwise could be advantageous;

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the risk that the Spinco Distribution could result in significant tax liability for which Glatfelter may be obligated to indemnify Berry;

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the risk that the Transactions may not qualify for their intended tax and accounting treatment or meet expectations regarding the timing and completion of the accounting and tax treatment of the Transactions;

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the risk that Glatfelter’s directors and officers may have interests in completing the Transactions that are different from, or in addition to, those of Glatfelter’s shareholders;

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availability to Glatfelter and the HHNF Business of qualified labor and recruiting, motivating and retaining talent, including executives and employees;

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