0001193125-12-203011.txt : 20120502 0001193125-12-203011.hdr.sgml : 20120502 20120502092525 ACCESSION NUMBER: 0001193125-12-203011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120502 DATE AS OF CHANGE: 20120502 GROUP MEMBERS: S.A.C. CAPITAL ADVISORS, INC. GROUP MEMBERS: S.A.C. CAPITAL ASSOCIATES, LLC GROUP MEMBERS: STEVE A. COHEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Clearwater Paper Corp CENTRAL INDEX KEY: 0001441236 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 203594554 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84531 FILM NUMBER: 12802924 BUSINESS ADDRESS: STREET 1: 601 WEST RIVERSIDE AVENUE STREET 2: SUITE 1100 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: 509.344.5900 MAIL ADDRESS: STREET 1: 601 WEST RIVERSIDE AVENUE STREET 2: SUITE 1100 CITY: SPOKANE STATE: WA ZIP: 99201 FORMER COMPANY: FORMER CONFORMED NAME: Potlatch Forest Products CORP DATE OF NAME CHANGE: 20080728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAC Capital Advisors LP CENTRAL INDEX KEY: 0001451928 IRS NUMBER: 943448715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 72 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2038902000 MAIL ADDRESS: STREET 1: 72 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 SC 13D 1 d342290dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

 

CLEARWATER PAPER CORPORATION

(Name of Issuer)

 

 

 

Common Stock, $0.00005 par value per share

(Title of Class of Securities)

 

18538R103

(CUSIP Number)

 

Peter A. Nussbaum, Esq.

S.A.C. Capital Advisors, L.P.

72 Cummings Point Road

Stamford, CT 06902

(203) 890-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

May 1, 2012

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  x

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


SCHEDULE 13D

 

 

CUSIP No.  18538R103

   

 

Page 2 of 12 Pages

  1   

NAME OF REPORTING PERSON

 

S.A.C. Capital Advisors, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     7      

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    1,640,000 (see Item 5)

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    1,640,000 (see Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,640,000 (see Item 5)

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    7.2%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    PN

 

Page 2 of 12


 

CUSIP No.  18538R103

   

 

Page 3 of 12 Pages

  1   

NAME OF REPORTING PERSON

 

S.A.C. Capital Advisors, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     7      

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    1,640,000 (see Item 5)

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    1,640,000 (see Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,640,000 (see Item 5)

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    7.2%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    CO

 

Page 3 of 12


 

CUSIP No.  18538R103

   

 

Page 4 of 12 Pages

  1   

NAME OF REPORTING PERSON

 

S.A.C. Capital Associates, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Anguilla, British West Indies

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     7      

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    1,640,000 (see Item 5)

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    1,640,000 (see Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,640,000 (see Item 5)

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    7.2%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO

 

Page 4 of 12


 

CUSIP No.  18538R103

   

 

Page 5 of 12 Pages

  1   

NAME OF REPORTING PERSON

 

Steven A. Cohen

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     7      

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    1,640,000 (see Item 5)

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    1,640,000 (see Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,640,000 (see Item 5)

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    7.2%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

Page 5 of 12


Item 1. Security and the Issuer.

This Schedule 13D relates to shares of common stock, $0.00005 par value per share (the “Common Stock”), of Clearwater Paper Corporation, a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 601 West Riverside Avenue, Suite 1100, Spokane, Washington 99201.

 

Item 2. Identity and Background.

(a) This statement is filed by:

(i) S.A.C. Capital Advisors, L.P. (“S.A.C. Capital Advisors, L.P.”) with respect to shares of Common Stock directly beneficially owned by S.A.C. Capital Associates, LLC (“S.A.C. Capital Associates”);

(ii) S.A.C. Capital Advisors, Inc. (“S.A.C. Capital Advisors Inc.”) with respect to shares of Common Stock directly beneficially owned by S.A.C. Capital Associates;

(iii) S.A.C. Capital Associates with respect to shares of Common Stock directly beneficially owned by it; and

(iv) Steven A. Cohen with respect to shares of Common Stock beneficially owned by S.A.C. Capital Advisors, L.P., S.A.C. Capital Advisors Inc. and S.A.C. Capital Associates.

S.A.C. Capital Advisors, L.P., S.A.C. Capital Advisors Inc., S.A.C. Capital Associates and Steven A. Cohen (collectively, the “Reporting Persons”) expressly disclaim beneficial ownership of securities directly beneficially owned by any person or entity other than, to the extent of any pecuniary interest therein, the various accounts under the Reporting Persons’ management and control.

(b) The address of the principal business office of (i) S.A.C. Capital Advisors, L.P., S.A.C. Capital Advisors Inc. and Mr. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902 and S.A.C. Capital Associates is P.O. Box 58, Victoria House, The Valley, Anguilla, British West Indies.

(c) The principal business of S.A.C. Capital Associates is to serve as a private investment limited liability company. The principal business of S.A.C. Capital Advisors, L.P. is to serve as investment manager to a variety of private investment funds, including S.A.C. Capital Associates, and to control the investing and trading in securities by these private investment funds. The principal business of S.A.C. Capital Advisors Inc. is to serve as the general partner of S.A.C. Capital Advisors, L.P. The principal business of Mr. Cohen is to serve as a principal of S.A.C. Capital Advisors, L.P. and other affiliated entities.

 

Page 6 of 12


(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) S.A.C. Capital Advisors, L.P. is a Delaware limited partnership. S.A.C. Capital Advisors Inc. is a Delaware corporation. S.A.C. Capital Associates is an Anguillan limited liability company. Mr. Cohen is a United States citizen.

 

Item 3. Source and Amount of Funds or Other Consideration.

The Reporting Persons expended an aggregate of approximately $56,421,087 of investment capital to purchase the 1,640,000 shares of Common Stock reported hereby (the “Shares”). Such transactions were effected in open market purchases in the ordinary course of business. The Shares are held by S.A.C. Capital Associates in a commingled margin account maintained at Goldman Sachs & Co., which may extend margin credit to the Reporting Persons as and when required to open or carry positions in the margin account, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin account may from time to time have debit balances. Since other securities are held in the margin account, it is not possible to determine the amounts, if any, of margin used to purchase the Shares.

 

Item 4. Purpose of Transaction.

The Reporting Persons originally acquired the Shares for investment purposes, in the ordinary course of business, and not for the purpose nor with the effect of changing or influencing the control or management of the Issuer and without any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of equity securities of the Issuer.

On May 1, 2012, S.A.C. Capital Advisors, L.P. sent a letter to Gordon L. Jones, Chief Executive Officer and Chairman of the board of directors of the Issuer, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

As part of the Reporting Persons’ continuing evaluation of, and preservation of the value of their investment in the Common Stock of the Issuer, the Reporting Persons may from time to time (i) engage in discussions with certain persons, including, without limitation, management or representatives of the Issuer, members of the Issuer’s board of directors, other shareholders of the Issuer and other relevant parties, concerning matters with respect to the Reporting Persons’ investment in the Common Stock, including, without limitation, the business, operations, governance, management, strategy and future

 

Page 7 of 12


plans of the Issuer and (ii) write letters to, and respond to inquiries from, various parties including, without limitation, the Issuer’s board of directors, management or representatives, other shareholders and other persons or entities regarding the Issuer’s affairs.

Depending on various factors, including , without limitations, the Issuer’s financial position and strategic direction, actions taken by the board of directors, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters referred to in this Item 4 of Schedule 13D. Although no Reporting Person has any specific plan or proposal to acquire or dispose of Common Stock, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional Common Stock, dispose of some or all of their Common Stock, engage in short-selling or hedging or similar transactions with respect to the Common Stock, and/or continue to hold Common Stock.

Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plan or proposal that would relate to or would result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

(a) As of the close of business on May 1, 2012, the Reporting Persons beneficially owned an aggregate of 1,640,000 shares of Common Stock, representing approximately 7.2% of the shares of Common Stock outstanding. The percentages used herein are based upon 22,831,506 shares of Common Stock reported to be outstanding as of February 10, 2012, by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2012.

S.A.C. Capital Advisors, L.P., S.A.C. Capital Advisors Inc. and and Mr. Cohen own directly no Shares. Pursuant to an investment management agreement, S.A.C. Capital Advisors, L.P. maintains investment and voting power with respect to securities held by S.A.C. Capital Associates. S.A.C. Capital Advisors Inc. is the general partner of S.A.C. Capital Advisors, L.P. Mr. Cohen controls S.A.C. Capital Advisors Inc. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, each of S.A.C. Capital Advisors, L.P., S.A.C. Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially own 1,640,000 shares of Common Stock (constituting approximately 7.2% of the shares of Common Stock outstanding).

(b) None of the Reporting Persons has sole power to vote or direct the vote or sole power to dispose or direct the disposition of shares of Common Stock.

 

Page 8 of 12


(i) S.A.C. Capital Advisors, L.P. has shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 1,640,000 shares of Common Stock, constituting 7.2% of such class of securities;

(ii) S.A.C. Capital Advisors Inc. has shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 1,640,000 shares of Common Stock, constituting 7.2% of such class of securities;

(iii) S.A.C. Capital Associates has shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 1,640,000 shares of Common Stock, constituting 7.2% of such class of securities; and

(iv) Steven A. Cohen has shared power to vote or direct the vote and shared power to dispose or direct the disposition of the1,640,000 shares of Common Stock, constituting 7.2% of such class of securities.

(c) Information concerning transactions in the shares of Common Stock effected by the Reporting Persons during the past 60 days is set forth in Schedule A hereto and is incorporated herein by reference. All of such transactions were effected in open market transactions through various brokerage entities on the New York Stock Exchange.

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock directly beneficially owned by S.A.C. Capital Associates.

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to the securities of the Issuer.

The Reporting Persons may, from time to time, enter into and dispose of cash-settled equity swaps or other similar derivative transactions with one or more counterparties that are based upon the value of shares of Common Stock, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the shares of Common Stock, the relative value of shares of Common Stock in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which shares of Common Stock may be included, or a combination of any of the foregoing. In addition to the shares of Common Stock reported herein by the Reporting Persons, an affiliate of the Reporting Persons currently has long economic exposure to 200 shares of Common Stock through such contracts. These contracts do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any

 

Page 9 of 12


securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in any securities that may be referenced in such contracts or that may be held from time to time by any counterparties to such contracts.

 

Item 7. Material to be filed as Exhibits.

 

1. Exhibit 99.1 - Letter, dated May 1, 2012, from S.A.C. Capital Advisors, L.P. to Mr. Gordon L. Jones; and

 

2. Exhibit 99.2 - Joint Filing Agreement

 

Page 10 of 12


SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: May 1, 2012

 

S.A.C. CAPITAL ADVISORS, L.P.
By:  

/s/ Peter Nussbaum

Name:   Peter Nussbaum
Title:   Authorized Person
S.A.C. CAPITAL ADVISORS, INC.
By:  

/s/ Peter Nussbaum

Name:   Peter Nussbaum
Title:   Authorized Person
S.A.C. CAPITAL ASSOCIATES, LLC
By:  

/s/ Peter Nussbaum

Name:   Peter Nussbaum
Title:   Authorized Person
STEVEN A. COHEN
By:  

/s/ Peter Nussbaum

Name:   Peter Nussbaum
Title:   Authorized Person

 

Page 11 of 12


Schedule A

Transactions in the Issuer’s Common Stock during past 60 days:

 

Date of Transaction

 

Quantity Purchased

(Sold)

 

Price Per Share $

4/26/2012

  14,707   32.69

4/26/2012

  28,893   32.78

4/27/2012

  29,066   32.98

4/27/2012

  15,934   33.04

4/30/2012

  1,400   32.80

4/30/2012

  18,282   33.09

4/30/2012

  25,318   32.89

Note: All of the above transactions in the Issuer’s Common Stock were effected in the open market.

EX-99.1 2 d342290dex991.htm LETTER DATED MAY 1, 2012 FROM S.A.C. CAPITAL ADVISORS LP TO GORDON L. JONES Letter dated May 1, 2012 from S.A.C. Capital Advisors LP to Gordon L. Jones

Exhibit 99.1

VIA FASCIMILE AND FEDERAL EXPRESS

May 1, 2012

Gordon L. Jones

Chairman and CEO

Clearwater Paper Corporation

601 West Riverside Avenue, Suite 1100

Spokane, WA 99201

CC: Board of Directors

Dear Gordon:

Investment funds managed by S.A.C. Capital Advisors, L.P. and its affiliates currently beneficially own over 7% of the outstanding common stock of Clearwater Paper Corporation (“Clearwater” or “the Company”). We have followed the Company for many years and have been a significant shareholder for most of the past 12 months. Through our research and diligence, we have gained an appreciation for the exceptional quality of the Company’s assets and are excited for the future prospects of the business.

However, as we have highlighted to you and your team in past conversations, we believe Clearwater is deeply undervalued by the public markets. Despite the high quality assets and long-term secular tailwinds, we believe the Company’s public market valuation is being undermined by several issues, including uncertainty and volatility created by the acquisition of Cellu Tissue, a lack of visibility on financial performance, and uncertainty about the Shelby expansion due to the Metso Paper USA litigation.

We believe the Clearwater management team and board of directors have a variety of options to address these issues and realize tremendous shareholder value. We look forward to continuing our dialogue with you about these and other general strategic matters.

Value of Clearwater

We view Clearwater as a sum-of-the-parts, which includes the Consumer Products division, the Pulp and Paperboard division, and some value for the investments made to date for the Shelby expansion project.

Clearwater’s Consumer Products division is a leader in the “at home” private label tissue business. We believe there is significant value within this business due to its stable revenues, secular growth in private label and solid competitive positioning. Based on our analysis of publicly traded comparable companies and precedent transactions, we believe that Clearwater’s Consumer Products business is worth at least 6.0x – 8.0x EBITDA. This would imply a valuation of between $990 million to $1.4 billion for the division in accordance with the analysis below:

Consumer Products Division Valuation ($ in millions)

 

     Low      High  

2012E Segment Adjusted EBITDA (1)

   $ 165       $ 180   

Valuation Multiple (2)

     6.0x         8.0x   

Consumer Products Division Estimated Value

   $ 990       $ 1,440   

Notes

1) Based on SAC internal estimates and analysis. Excludes corporate overhead
2) Multiple based on publicly traded companies that SAC considers comparable: TIS, KMB, and WPP

Similarly, the Pulp and Paperboard business has leading market share in a stable and growing market. Clearwater should be well positioned given its focus on the higher end of the quality spectrum. While there


are no pure-play publicly traded solid bleached paperboard businesses, we believe value-add specialty packaging companies provide reasonable guidelines for valuation. The valuation of these companies would suggest the Pulp and Paperboard division of Clearwater should be worth between $770 million to $960 million.

Pulp and Paperboard Division Valuation ($ in millions)

 

     Low      High  

2012E Segment Adjusted EBITDA (1)

   $ 110       $ 120   

Valuation Multiple (2)

     7.0x         8.0x   

Pulp and Paperboard Division Estimated Value

   $ 770       $ 960   

Notes

1) Based on SAC internal estimates and analysis. Excludes corporate overhead
2) Multiple based on publicly traded companies that SAC considers comparable: MWV, GPK, and PKG

Based on our view of the Consumer Products and Pulp and Paper divisions, and ascribing some value to investments to date in the Shelby expansion, we set forth below our sum-of-the-parts analysis. It suggests that Clearwater’s shares are worth $43 to $67 dollars, or a 37% - 112% premium to the current share price. We believe there may be significant strategic interest in some or all of the Company’s assets that could provide additional value for shareholders beyond the standalone analysis.

Sum-of-the-Parts Valuation ($ in millions)

 

     Low     High  

Consumer Products Division

   $ 990      $ 1,440   

Pulp and Paperboard Division

     770        960   

Shelby Expansion Project (1)

     149        149   

Less: Corporate Overhead (2)

     (364     (416
  

 

 

   

 

 

 

Total Enterprise Value

   $ 1,545      $ 2,133   

Less: Net Debt (3)

     (474     (474
  

 

 

   

 

 

 

Total Equity Value

   $ 1,071      $ 1,659   

Shares Outstanding (4)

     24.6        24.6   

Implied Share Price

   $ 43      $ 67   

% Premium to Current Share Price (5)

     37     112

Notes

1) Assumes Clearwater recoups capital already spent on the facility
2) Assumes $52M of corporate overhead capitalized at 7.0x - 8.0x
3) As of March 31, 2012, per Company’s 8-K filed April 25, 2012
4) Based on 22.8M basic shares outstanding and 1.8M RSU shares per Company’s 2011 10-K filed February 24, 2012
5) Current share price as of May 1, 2012

Bridging the Valuation Gap

The Company is trading at a material discount to what we consider its intrinsic value. We believe this valuation gap is largely driven by investor concerns over the lack of pulp integration, volatility in historic results, near-term pricing pressure in the tissue business and the Shelby expansion. While these concerns are valid, we believe that a wide range of strategic and operational options are available to management to address these issues.

Cellu Tissue acquisition: The acquisition of Cellu Tissue put the Consumer Products division in a net short position on pulp of approximately 450,000 tons. The timing of this was unfortunate as pulp prices have since increased. This also has tied future profitability to commodity price moves and increased volatility of


results, despite a stable and growing revenue base. While Cellu Tissue nearly doubled Consumer Products revenue in 2011, segment EBITDA declined 11% largely due to the effective net short position in pulp and integration costs.

Consumer Products Division Financial Performance ($ in millions)

 

FYE Dec 31,

   2007     2008     2009     2010     2011 (1)  

Revenues

   $ 452      $ 505      $ 554      $ 570      $ 1,092   

% Growth

     1.6     11.6     9.8     2.9     91.6

Adjusted EBITDA (2)

   $ 34      $ 53      $ 128      $ 104      $ 93   

% Margin

     7.5     10.5     23.1     18.3     8.5

Notes

1) 2011 represents first full year post Cellu Tissue acquisition
2) Per Company’s 10-K filings for the relevant years. Excludes allocation of corporate overhead

There are a number of pulp producers that are net long pulp and trade at low valuations as a result of the unpredictable earnings profile that this creates. We believe that the combination of the Consumer Products division with a pulp producer would substantially reduce volatility and materially increase the valuation ascribed to both businesses.

Shelby expansion: While we understand the strategic rationale for the Shelby expansion, we are concerned by the Company’s decision to allocate such a significant amount of capital to this project. The total cost of the expansion is estimated to be $275 million, which is approximately $11 per share or 35% of the current share price. As was disclosed on your recent earnings conference call, the Company has already spent $149 million through March 31st, 2012. The $149 million equates to approximately $6 per share or 19% of the current share price.

We question the decision to take such a large capital and operational risk, and we believe the Shelby expansion has now created legal risk as well. The Company finds itself as a third party to litigation between a competitor and a critical machinery supplier that could materially impact the Company’s expansion plans. We have reviewed the related court documents with legal advisors and, while we are optimistic that the likelihood of a permanent injunction is low, regardless of which party ultimately prevails on the merits, we believe it is prudent that the Company prepare and articulate contingency plans at the appropriate time.

Time for Dialogue with Shareholders

The Company has many options to address the above issues and create value for shareholders. While we are encouraged by some recent decisions, including the sale of the lumber business, management’s enhanced communications during the first quarter earnings conference call (including EBITDA bridges supplied on the website) and the initiation of a modest share repurchase program in 2011, we still have outstanding concerns over the strategic direction of the business. We write this letter to highlight our concerns and initiate a more formal and active dialogue with you. We look forward to the Company taking additional steps to enhance shareholder value.

Best Regards,

/s/ David Rosen

Portfolio Manager

S.A.C. Capital Advisors, L.P.

EX-99.2 3 d342290dex992.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99.2

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: May 1, 2012

 

S.A.C. CAPITAL ADVISORS, L.P.
By:  

/s/ Peter Nussbaum

Name:   Peter Nussbaum
Title:   Authorized Person
S.A.C. CAPITAL ADVISORS, INC.
By:  

/s/ Peter Nussbaum

Name:   Peter Nussbaum
Title:   Authorized Person
S.A.C. CAPITAL ASSOCIATES, LLC
By:  

/s/ Peter Nussbaum

Name:   Peter Nussbaum
Title:   Authorized Person
STEVEN A. COHEN
By:  

/s/ Peter Nussbaum

Name:   Peter Nussbaum
Title:   Authorized Person