Item 7.01 Regulation FD Disclosure.
In connection with the proposed senior notes offering described in Item 8.01
below, Glatfelter Corporation (the "Company") is providing potential investors
with a preliminary offering memorandum, dated October 12, 2021 (the "Preliminary
Offering Memorandum"). The Preliminary Offering Memorandum contains (i) certain
information not previously disclosed by the Company; (ii) unaudited pro forma
condensed combined financial information giving effect to the Company's pending
acquisition of PMM Holding (Luxembourg) AG ("Jacob Holm"), the Company's
consummated acquisition of all the outstanding equity interests of
Georgia-Pacific Mt. Holly LLC, Georgia-Pacific's U.S. nonwovens business, and
the related proposed senior notes offering as described therein as of and for
the six months ended June 30, 2021 and for the year ended December 31, 2020 and
the related notes thereto; (iii) the audited financial statements of Jacob Holm
as of December 31, 2020 and 2019 and for the years then ended and the related
notes thereto and (iv) the unaudited financial statements of Jacob Holm as of
June 30, 2021 and for the six-month periods ended June 30, 2021 and 2020 and the
related notes thereto. This information is included in Exhibits 99.1, 99.2, 99.3
and 99.4 attached to this Current Report on Form 8-K (the "Form 8-K"),
respectively, and incorporated herein by reference.
The information in this Item 7.01 and the exhibits attached to this Form 8-K as
Exhibits 99.1, 99.2, 99.3 and 99.4 are being furnished pursuant to Item 7.01 of
Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the
Securities Act of 1934, as amended, or otherwise subject to the liabilities of
that Section nor shall they be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Securities Exchange Act of 1934, as amended, except as shall be expressly stated
by specific reference in such filing.
Item 8.01 Other Events.
On October 12, 2021, the Company issued a press release announcing that, subject
to market conditions, it intends to offer $500 million aggregate principal
amount of senior notes due 2029 (the "Notes") in an offering that is exempt from
the registration requirements of the Securities Act. 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 Jacob Holm
acquisition, 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 Form 8-K as Exhibit 99.5 and is
incorporated herein by reference.
This Form 8-K, including the exhibits 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 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Excerpts from Preliminary Offering Memorandum.
99.2 Unaudited Pro Forma Condensed Combined Financial Information,
together with the notes thereto, from the Preliminary Offering
Memorandum, dated October 12, 2021.
99.3 Audited financial statements of Jacob Holm as of December 31, 2020
and 2019 and for the years then ended and related notes thereto.
99.4 Unaudited financial statements of Jacob Holm as of June 30, 2021 and
for the six-month periods ended June 30, 2021 and 2020 and the related
notes thereto.
99.5 Press release issued by Glatfelter Corporation on October 12, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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