8-K

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 29, 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 2.01 Completion of Acquisition or Disposition of Assets.

On October 29, 2021, Glatfelter Corporation, a Pennsylvania corporation (“Glatfelter”), completed the acquisition of all of the outstanding equity interests of PMM Holding (Luxembourg) AG (the “Acquired Company”), pursuant to the previously announced Share Purchase Agreement, dated July 22, 2021 (the “Purchase Agreement”), between PHG Tea Leaves, Inc., a Delaware corporation and a wholly-owned subsidiary of Glatfelter (the “Buyer”), Ammon Ammon AG, a Liechtenstein company (the “Seller”), and the ultimate owners of the Seller. The Acquired Company is the parent company of the Jacob Holm group (the “Jacob Holm Group”). The aggregate consideration paid by Glatfelter for the Acquired Company was approximately $302 million, which included the repayment of the Jacob Holm Group’s outstanding bonds and certain other adjustments, and was funded using a portion of the net proceeds from Glatfelter’s previously announced issuance of $500 million in aggregate principal amount of 4.750% senior notes due 2029.

The Jacob Holm Group is a leading global manufacturer of premium quality spunlace nonwoven fabrics for critical cleaning, high performance materials, personal care, hygiene and medical applications.

The foregoing description of the acquisition and the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to Glatfelter’s Current Report on Form 8-K filed with the SEC on July 23, 2021, and is incorporated herein by reference.

Item 8.01 Other events.

On October 29, 2021, Glatfelter issued a press release announcing the completion of the Transaction. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements required by this item will be filed by January 14, 2022, which is the 71st calendar day following the date this Current Report was required to be filed with the U.S. Securities and Exchange Commission.

(b) Pro Forma Financial Information.

The pro forma financial information required by this item will be filed by January 14, 2022, which is the 71st calendar day following the date this Current Report was required to be filed with the U.S. Securities and Exchange Commission.

(d) The following exhibits are filed herewith:

99.1	Press release issued by Glatfelter on October 29, 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 29, 2021	By:	/s/ Jill L. Urey
		Name:	Jill L. Urey
		Title:	Vice President, Deputy General Counsel & Corporate Secretary

EX-99.1

Exhibit 99.1

	NEWS RELEASE
	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

GLATFELTER COMPLETES ACQUSITION OF JACOB HOLM

Acquisition Adds Scale, Diversifies Portfolio and Strengthens Glatfelter’s Position as a Leading Global Engineered Materials Company

Charlotte, North Carolina – October 29, 2021 – Glatfelter Corporation (NYSE: GLT), a leading global supplier of engineered materials, today announced it has completed the previously disclosed acquisition of Jacob Holm for aggregate consideration of approximately $302 million including the extinguishment of Jacob Holm’s existing debt and other adjustments. This transaction was funded through a new $500 million senior unsecured notes issuance.

The addition of Jacob Holm will meaningfully increase Glatfelter’s scale and diversification into attractive and complementary product categories with high-performing and innovative spunlace nonwoven technologies and advanced plant-based sustainable solutions serving the growing wipes, critical cleaning, healthcare and hygiene categories. Glatfelter has acquired four additional manufacturing sites, one converting operation, and six sales offices located in the Americas, Europe, and Asia, and approximately 760 employees worldwide.

“We are very pleased to be closing on the acquisition and adding Jacob Holm’s premium quality spunlace and advanced fiber products to Glatfelter’s portfolio of industry-leading airlaid and composite fibers products. Jacob Holm’s broad product offerings, including the Sontara brand, and blue-chip customer base will expand Glatfelter’s portfolio to include surgical drapes and gowns, wound care, critical cleaning materials, face masks, facial wipes and cosmetic masks, to provide a best-in-class suite of nonwovens technologies, applications and expertise. We look forward to leveraging the combined talents of the Jacob Holm and Glatfelter employees to better serve customers, accelerate the innovation of sustainable engineered materials, and achieve significant value-creation. In addition, we will be well positioned to achieve meaningful economies of scale and synergies in the areas of sourcing, operational excellence, capital deployment, and general and administrative costs,” said Dante C. Parrini, Chairman and Chief Executive Officer of Glatfelter.

Jacob Holm generated $401 million of net sales and $42.5 million of adjusted EBITDA for the twelve-month period ended June 30, 2021. Glatfelter believes these results included a benefit from COVID-related demand estimated to be between $10 million and $15 million of adjusted EBITDA. This acquisition is expected to yield approximately $20 million of annual synergies within 24 months.

Credit Suisse acted as Glatfelter’s financial advisor in connection with the transaction, and Shearman & Sterling LLP as its legal advisor. Financing of this transaction for Glatfelter was led by HSBC Securities (USA).

Caution Concerning Forward-Looking Statements  

Any statements included in this press release that 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. The risks, uncertainties and other unpredictable or uncontrollable factors are described in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”) in the Risk Factors section and under the heading “Forward-Looking Statements” in the Company’s most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which are available on the SEC’s website at www.sec.gov. 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.

About Glatfelter

Glatfelter is a leading global supplier of engineered materials with a strong focus on innovation and sustainability. The Company’s high quality, technology-driven, innovative, and customizable nonwovens solutions can be found in products that are Enhancing Everyday Life®. These include personal care and hygiene products, food and beverage filtration, critical cleaning products, medical and personal protection, packaging products, as well as home improvement and industrial applications. Headquartered in Charlotte, NC, the Company’s annualized net sales approximate $1.4 billion with over 3,300 employees worldwide. Glatfelter’s operations utilize a variety of manufacturing technologies including airlaid, wetlaid and spunlace with sixteen manufacturing sites located in the United States, Canada, Germany, the United Kingdom, France, Spain, and the Philippines. The Company has sales offices in all major geographies serving customers under the Glatfelter and Sontara brands.  Additional information about Glatfelter may be found at www.glatfelter.com.

XML

Cover	Oct. 29, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 29, 2021
Entity File Number	001-03560
Entity Registrant Name	Glatfelter Corporation
Entity Central Index Key	0000041719
Entity Tax Identification Number	23-0628360
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	4350 Congress Street
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28209
City Area Code	704
Local Phone Number	885-2555
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	GLT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false