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): December
30, 2014
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CLEARWATER
PAPER CORPORATION
(Exact
name of registrant as specified in its charter)
_________________
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Delaware |
001-34146 |
20-3594554 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
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601 West Riverside Ave., Suite 1100 |
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Spokane, WA |
99201 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (509) 344-5900
_________________
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))
Item 2.02 Results of Operations and Financial Conditions
On December 30, 2014, Clearwater Paper Corporation (the “Company”) issued a press release announcing the sale of its specialty products paper group. The release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The Company sold its specialty products business and mills for $113.5 million in cash. For the 12 months ended November 2014, revenue and EBITDA for the specialty products business as part of Clearwater Paper’s consolidated operations, was approximately $218 million and $18 million, respectively.
The Company presents non-GAAP financial information in the form of EBITDA for its specialty products paper group. Because this amount is not in accordance with GAAP, reconciliation to group net earnings as determined in accordance with GAAP is included below. The Company presents this non-GAAP amount because management believes it assists investors and analysts in understanding the portion of its overall results associated with the specialty products paper group that has been sold.
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Clearwater Paper Corporation Specialty Products Paper Group Reconciliation of Net Earnings to EBITDA Unaudited (Dollars in Millions) |
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Twelve Months Ended November 30, 2014 |
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| Group Net Sales | $ | 217.7 | |
| Cost of sales | (205.9 | ) | |
| Allocated selling, general & administrative expenses | (3.0 | ) | |
| Group Net Earnings | $ | 8.8 | |
| Depreciation, amortization and interest expenses | 9.6 | ||
| Group EBITDA | $ | 18.4 | |
The information in this Item 2.02, including Exhibit 99.1, shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure
The information provided in Item 2.02 is hereby incorporated by reference in this Item 7.01.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
99.1 Press release issued
by Clearwater Paper Corporation, dated December 30, 2014.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: |
December 30, 2014 |
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CLEARWATER PAPER CORPORATION |
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By: |
/s/ Michael S. Gadd |
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Michael S. Gadd, Corporate Secretary |
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EXHIBIT INDEX
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Exhibit |
Description |
| 99.1 |
Press release issued by Clearwater Paper Corporation, dated December 30, 2014. |
Exhibit 99.1
Clearwater Paper Announces Sale of Specialty Mills to Dunn Paper, Inc
SPOKANE, Wash.--(BUSINESS WIRE)--December 30, 2014--Clearwater Paper Corporation (NYSE:CLW)(the “Company”) today announced the Company has sold its specialty products business and mills to Dunn Paper, Inc. The Company intends to reinvest the net proceeds of the sale into capital projects within its Consumer Products Division.
The transaction, which closed today, includes the sale of five Clearwater Paper subsidiaries with facilities located at East Hartford, Conn., Menominee, Mich., Gouverneur (Natural Dam), N.Y., St. Catharines, Ontario, and Wiggins, Miss.
"The sale of the specialty products business sharpens our Consumer Products Division’s focus on the core retail business,” said Linda Massman, president and CEO. “It’s about improving our approach and efficiencies in all parts of our business while meeting or surpassing our customers’ expectations, and our Company financial goals. We believe that the capital projects in which we will invest the proceeds of this sale can yield a 300 to 400 basis point improvement in the Consumer Product Division’s EBITDA margins over the next three years.”
“On behalf of Clearwater Paper, we sincerely thank the specialty products team for their hard work and commitment to providing our customers with high-quality products and services,” said Massman.
Effective today, 470 specialty products employees are now employees of Dunn Paper.
"We are very pleased to welcome the exceptional people who lead and work at these specialty mills to the Dunn Paper team,” said Brent Earnshaw, CEO of Dunn Paper. “Combining the unique assets, capabilities and products of these mills with Dunn Paper’s Port Huron mill will lead to a specialty paper company with unmatched product offerings for our diverse customer base.”
FBR Capital Markets & Co., led by Matthew Spain, advised Clearwater Paper on the sale of the specialty products business. Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor to Clearwater Paper.
ABOUT CLEARWATER PAPER
Clearwater Paper manufactures quality consumer tissue, away-from-home tissue, hard roll tissue, bleached paperboard and pulp at manufacturing facilities across the nation. The Company is a premier supplier of private label tissue to major retailers and wholesale distributors, including grocery, drug, mass merchants and discount stores. In addition, the Company produces bleached paperboard used by quality-conscious printers and packaging converters. Clearwater Paper's employees build shareholder value by developing strong customer partnerships through quality and service.
ABOUT DUNN PAPER
Dunn Paper, Inc. is a leading specialty paper manufacturer with customers worldwide. Dunn Paper produces a wide array of specialty waxed, coated and uncoated machine-glazed papers used in various food packaging and specialty label applications. Dunn Paper is located in Port Huron, Mich., approximately 60 miles north of Detroit.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements within the meaning of the Private Litigation Reform Act of 1995 as amended, including, but not limited to, statements regarding the Company’s reinvestment of proceeds, improved efficiencies, customer expectations, Company financial goals and EBITDA margins. These forward-looking statements are based on current expectations, estimates and assumptions that are subject to change, and actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to customer acceptance and quantity and timing of purchases of the Company’s new TAD products; competitive pricing pressures for the Company’s products, including as a result of increased capacity as additional manufacturing facilities are operated by the Company’s competitors; difficulties with the optimization and realization of the benefits expected from the Company’s TAD paper machine and converting lines in North Carolina; the loss of or changes in prices in regards to a significant customer; manufacturing or operating disruptions, including IT system failures, equipment malfunction and damage to the Company’s manufacturing facilities; changes in the cost and availability of wood fiber and wood pulp; changes in transportation costs and disruptions in transportation services; labor disruptions; changes in costs for and availability of packaging supplies, chemicals, energy, and maintenance and repairs; changes in customer product preferences and competitors' product offerings; changes in expenses and required contributions associated with the Company’s pension plans; environmental liabilities or expenditures; changes in the U.S. and international economies and in general economic conditions in the regions and industries in which the Company operates; cyclical industry conditions; or inability to successfully implement the Company’s expansion strategies; and other risks and uncertainties described from time to time in the Company's public filings with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this press release and the Company does not undertake to update any forward-looking statements.
For additional information on Clearwater Paper, please visit our website at www.clearwaterpaper.com.
CONTACT:
News media
Clearwater Paper Corporation
Matt
Van Vleet, 509-344-5912
Vice President, Public Affairs
Matt.VanVleet@clearwaterpaper.com
or
Investors
Clearwater
Paper Corporation
Robin Yim, 509-344-5906
Vice President, Investor
Relations
robin.yim@clearwaterpaper.com