UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 21, 2023 (
(Exact name of registrant as specified in its charter)
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Item 1.01 Entry into a Material Definitive Agreement.
On February 20, 2023, Glatfelter Corporation, (“Parent”), entered into a Commitment Letter (the “Term Loan Facility Commitment Letter”), by and among Parent, Glatfelter Luxembourg S.à r.l. (“Borrower”) and Angelo, Gordon & Co., L.P. (“Angelo Gordon”), as lender. Pursuant to the terms of the Term Loan Facility Commitment Letter, Angelo Gordon committed to provide a senior secured term loan facility of €250,000,000.00 (the “Term Loan Facility”), the proceeds of which will be used by Parent and its subsidiaries (a) to refinance that certain term loan facility outstanding pursuant to the Fourth Amended and Restated Credit Agreement, dated as of September 2, 2021 and certain other indebtedness (b) for working capital and general corporate purposes and (c) to pay fees, costs and expenses associated with the transactions contemplated by the Term Loan Facility.
The Term Loan Facility, among other things, provides that:
| (i) | The commitment to provide the Term Loan Facility is subject to certain customary closing conditions, including the execution and delivery of definitive documentation with respect to the Term Loan Facility; |
| (ii) | The Term Loan Facility will have a six-year term and be guaranteed on a joint and several basis by (i) Parent and all of its existing and future domestic subsidiaries organized under the laws of the United States and Canada that provide a guaranty under Parent’s amended credit agreement (collectively, the “Domestic Guarantors”), (ii) all existing foreign subsidiaries and all future foreign subsidiaries that are material subsidiaries of Parent organized under the laws of Germany, Luxembourg, England & Wales, Scotland and Northern Ireland, Malta and Switzerland, and (iii) any other material subsidiary incorporated in a foreign security jurisdiction (the entities referred to in (ii) and (iii), the “Foreign Guarantors”), in each case subject to customary exceptions and limitations; |
| (iii) | The collateral for the Term Loan Facility will include, without limitation (but subject to customary exceptions and limitations): (a) a first priority security interest in substantially all tangible and intangible assets of the Borrower and the Foreign Guarantors; (b) a second priority security interest in substantially all tangible and intangible assets of the Domestic Guarantors; (c) a first priority pledge in the equity interests of each present and future, direct or indirect subsidiary of the Parent held by a Foreign Loan Party and the Borrower’s direct parent and (d) a second priority pledge in the equity interests of each present and future, direct or indirect Subsidiary of the Parent held by a Domestic Guarantor (other than the Borrower’s direct parent); |
| (iv) | The Term Loan Facility will be funded with an original issue discount of 2.0% and will bear interest at a fixed rate per annum equal to 11.25%; provided that, at the Borrower’s election, from the closing date to the second anniversary of the closing date, 5.00% of the interest rate may be payable in kind by capitalizing such interest and increasing the outstanding principal amount of the term loans; |
| (v) | All prepayments on the applicable term loans will be subject to prepayment premiums as follows: (x) for the first eighteen (18) months following the closing date, at a customary “make-whole” premium, (y) months 19 to 36, a premium of 5.5%, months 37-48, a premium of 2.75%, and (z) thereafter, at par; and |
| (vi) | The Term Loan Facility definitive documentation will have customary prepayment events and financial and negative covenants and other representations, covenants and events of default based on the existing revolver. |
The foregoing description of the Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Commitment Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
| 10.1 | Commitment Letter, dated as of February 20, 2023, by and among Glatfelter Corporation, Glatfelter Luxembourg S.à r.l, and Angelo, Gordon & Co., L.P. | |
| 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 | |||
| February 21, 2023 | By: |
/s/ Jill L. Urey | |
| Name: | Jill L. Urey | ||
| Title: | Vice President, Chief Legal & Compliance Officer & Corporate Secretary | ||