8-K
Glatfelter Corp false 0000041719 0000041719 2021-10-14 2021-10-14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 14, 2021

 

 

Glatfelter Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   001-03560   23-0628360

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

4350 Congress Street, Suite 600, Charlotte, North Carolina   28209
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 704 885-2555

Not Applicable

Former name or former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock   GLT   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01

Other Events.

On October 14, 2021, Glatfelter Corporation (the “Company”) issued a press release announcing that it had priced its offering of $500 million aggregate principal amount of 4.750% senior notes due 2029 (the “Notes”). Each of the Company’s existing and future domestic restricted subsidiaries that guarantees the Company’s obligations under the Company’s credit facility (the “Credit Facility”), which includes the Company’s revolving credit facility and term loan A facility, and/or certain other indebtedness, will guarantee the Notes on a senior unsecured basis. The offering of the Notes is expected to close on October 25, 2021, subject to certain closing conditions.

The net proceeds from the offering of the Notes, together with cash on hand, are expected to be used to pay the purchase price of the acquisition of PMM Holding (Luxembourg) AG (“Jacob Holm”), to repay certain indebtedness of Jacob Holm, to repay outstanding revolving borrowings under the Credit Facility, and to pay estimated fees and expenses.

A copy of the press release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1 and is incorporated herein by reference.

This Form 8-K, including the exhibit attached hereto, does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The initial purchasers of the Notes are offering the Notes only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, or outside the United States to certain persons in reliance on Regulation S under the Securities Act.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

99.1    Press release issued by Glatfelter Corporation on October 14, 2021.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Glatfelter Corporation
October 14, 2021     By:  

/s/ Samuel L. Hillard

    Name:   Samuel L. Hillard
    Title:   Senior Vice President, Chief Financial Officer

Exhibit 99.1    

 

LOGO

   N  E  W  S       R  E  L  E  A  S  E    
  

 

Corporate Headquarters

 

4350 Congress Street

Suite 600

Charlotte, NC 28209

U.S.A.

 

www.glatfelter.com

 

For Immediate Release   

Contacts:

   Investors:    Media:
      Ramesh Shettigar       Eileen L. Beck
      (717) 225-2746       (717) 225-2793
      [email protected]       [email protected]

Glatfelter Announces Pricing of 4.750% Senior Notes Offering

Charlotte, North Carolina – October 14, 2021: Glatfelter Corporation (“Glatfelter” or the “Company”) (NYSE: GLT) announced today that it has priced its offering of $500 million in aggregate principal amount of 4.750% senior notes due 2029 (the “Notes”). The offering of the Notes is expected to close on October 25, 2021, subject to certain closing conditions. Each of the Company’s existing and future domestic restricted subsidiaries that guarantees the Company’s obligations under the Company’s credit facility (“Credit Facility”), which includes the Company’s revolving credit facility and term loan A facility, and/or certain other indebtedness, will guarantee the Notes on a senior unsecured basis.

The net proceeds from the offering of the Notes, together with cash on hand, are expected to be used to pay the purchase price of the acquisition of PMM Holding (Luxembourg) AG (“Jacob Holm”), to repay certain indebtedness of Jacob Holm, to repay outstanding revolving borrowings under the Credit Facility, and to pay estimated fees and expenses.

The Company is making the offering pursuant to certain exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). The initial purchasers of the Notes are offering the Notes only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, or outside the United States to certain persons in reliance on Regulation S under the Securities Act. The Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

 

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About Glatfelter

Glatfelter is a leading global supplier of engineered materials. The Company’s high-quality, innovative and customizable solutions are found in tea and single-serve coffee filtration, personal hygiene and packaging products as well as home improvement and industrial applications. Headquartered in Charlotte, North Carolina, the Company’s annualized net sales approximate $1 billion with customers in over 100 countries and approximately 2,550 employees worldwide. Operations include twelve manufacturing facilities located in the United States, Canada, Germany, France, the United Kingdom and the Philippines. Additional information about the Company may be found at www.glatfelter.com.

Caution Concerning Forward-Looking Statements

Any statements included in this press release which pertain to future financial and business matters are “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. The Company uses words such as “anticipates”, “believes”, “expects”, “future”, “intends”, “plans”, “targets”, and similar expressions to identify forward-looking statements. Any such statements are based on the Company’s current expectations and are subject to numerous risks, uncertainties and other unpredictable or uncontrollable factors that could cause future results to differ materially from those expressed in the forward-looking statements. These factors include, but are not limited to: risks associated with the impact of the COVID-19 pandemic, including global and regional economic conditions, changes in demand for the Company’s products, interruptions in the Company’s global supply chain, ability to continue production by the Company’s facilities, credit conditions of the Company’s customers or suppliers, or potential legal actions that could arise due to the Company’s operations during the pandemic; disruptions of the Company’s global supply chain, including the availability of key raw materials and transportation for the delivery of critical inputs and of products to customers, and the increase in the costs of transporting materials and products; variations in demand for the Company’s products, including the impact of unplanned market related downtime, variations in product pricing, or product substitution; the impact of competition, changes in industry production capacity, including the construction of new facilities or new machines, the closing of facilities and incremental changes due to capital expenditures or productivity increases; risks associated with the Company’s international operations, including local economic and political environments and fluctuations in currency exchange rates; geopolitical matters, including any impact to the Company’s operations from events in Russia, Ukraine and Philippines; the Company’s ability to develop new, high value-added products; changes in the price or availability of raw materials the Company uses, particularly woodpulp, pulp substitutes, synthetic pulp, other specialty fibers and abaca fiber; changes in oil and other energy related prices and commodity raw materials with an energy component; the impact of unplanned production interruption at the Company’s facilities or at any of the Company’s key suppliers; disruptions in production and/or increased costs due to labor disputes; the gain or loss of significant customers and/or on going viability of such customers; the impact of war and terrorism; the impact of unfavorable outcomes of audits by various state, federal or international tax authorities or changes in pre-tax income and its impact on the valuation of deferred taxes; enactment of adverse state, federal or foreign tax or other legislation or changes in government legislation, policy or regulation; consumer and government focus on environmental, social and governance matters, including the impact on demand for single-use products; the Company’s ability to finance, consummate and integrate acquisitions, including the acquisitions of all the outstanding equity interests of Georgia-Pacific Mt. Holly LLC, Georgia-Pacific’s U.S. nonwovens business and of Jacob Holm; the effect of the announcement or pendency of the acquisition of Jacob Holm on the business relationships, performance, and businesses generally of the Company and Jacob Holm; risks that the acquisition of Jacob Holm disrupts the Company’s current plans and potential difficulties in retaining Jacob Holm employees as a result of the acquisition of Jacob Holm; the outcome of any legal proceedings that may be instituted against the Company related to the acquisition of Jacob Holm; the Company’s ability to implement business plans, forecasts, and other expectations after the closing of the acquisition of Jacob Holms, and identify and realize additional opportunities; and the other risks and uncertainties detailed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). In light of these risks, uncertainties and other factors, the forward-looking matters discussed in this press release may not occur and readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements speak only as of the date of this press release and the Company undertakes no obligation, and does not intend, to update these forward-looking statements to reflect events or circumstances occurring after the date of this press release. More information about these factors is contained in the Company’s filings with the SEC, which are available at the SEC’s website at www.sec.gov.

 

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