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 31, 2018

P. H. Glatfelter Company

(Exact name of registrant as specified in its charter)

Pennsylvania	001-03560		23-0628360
(State or other jurisdiction	(Commission		(I.R.S. Employer
of incorporation)	File Number)		Identification No.)
96 S. George Street, Suite 520, York, Pennsylvania			17401
(Address of principal executive offices)			(Zip Code)
Registrant’s telephone number, including area code:		717 225 4711

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))

Indicate by check mark whether the registrant is an emerging growth company in 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 31, 2018, P. H. Glatfelter Company (the “Company”) completed its previously announced sale (the “Sale”) of assets and liabilities of the Specialty Paper Business Unit to Pixelle Specialty Solutions LLC (formerly known as Spartan Paper LLC), a newly formed Delaware limited liability company affiliated with Lindsay Goldberg LLC (“Pixelle”), for a base purchase price of $360 million, less estimated purchase price adjustments.  As a result of the completion of the Sale, the Company received approximately $323 million in cash, reflecting estimated purchase price adjustments as of the closing date and the assumption by Pixelle of approximately $38 million in retiree healthcare liabilities.  Such amount is subject to further adjustment as provided in Section 2.6 (Adjustment of the Closing Payment) of the Asset Purchase Agreement, dated as of August 21, 2018 (the “Purchase Agreement”, which is attached as Exhibit 2.1 to the Company’s Current Report filed on Form 8-K on August 21, 2018).  In addition, the Pixelle assumed approximately $220 million of pension liabilities relating to Specialty Papers’ employees and will receive approximately $270 million of related assets from the Company’s existing pension plan.

As described in the Company’s Current Report filed on Form 8-K on August 21, 2018, the Purchase Agreement contains customary representations and warranties, covenants and indemnification provisions.  In connection with the completion of the Sale, the Company and Pixelle entered into an Amendment to the Purchase Agreement, which Amendment is attached hereto as Exhibit 2.1.

A copy of the press release issued by the Company is filed herewith as Exhibit 99.1 and incorporated herein by reference.

The pro forma financial information required by Item 9.01(b) of Form 8-K is included as Exhibit 99.2.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Sale, on October 31, 2018, Timothy Hess, Senior Vice President & Business Unit President, Specialty Papers, and a named executive officer, ceased employment with the Company and commenced employment with Pixelle.

Item 8.01 Other Events.

On October 31, 2018, the Company issued a press release announcing the completion of the Sale.  A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial statements

Unaudited pro forma condensed consolidated financial statements for the years ended December 31, 2017, 2016 and 2015 giving effect to the sale of the Company's Specialty Papers business unit as if it occurred January 1, 2015. Such unaudited pro forma financial statements are attached hereto as Exhibit 99.2.  

(d) Exhibits

The following exhibits are filed herewith:

2.1 Amendment No. 1 to the Asset Purchase Agreement, dated as of October 31, 2018, by and between P. H. Glatfelter Company and Pixelle Specialty Solutions LLC.*

99.1Press release issued October 31, 2018 announcing completion of the sale of its Specialty Papers business unit.

99.2 Unaudited pro forma condensed consolidated financial statements giving effect to the sale of the Specialty Papers business unit as if it occurred as of January 1, 2015.

____________________

* The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

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.

	P. H. Glatfelter Company
November 6, 2018	By:	/s/ David C. Elder
		Name: David C. Elder
		Title:  Vice President, Finance

EX-2.1

Exhibit 2.1

EXECUTION VERSION

AMENDMENT NO. 1 TO THE
ASSET PURCHASE AGREEMENT

This Amendment No. 1 (this “Amendment”) to the Asset Purchase Agreement, dated as of August 21, 2018 (together with the Exhibits, Annexes and Schedules thereto, the “APA”), is made as of this 31^st day of October, 2018, by and between P. H. Glatfelter Company, a Pennsylvania corporation (the “Seller”), and Pixelle Specialty Solutions LLC (formerly known as Spartan Paper LLC), a Delaware limited liability company (the “Purchaser” and, together with the Seller, the “Parties” and each, a “Party”).

WHEREAS the Parties entered into the APA on August 21, 2018; and

WHEREAS the Parties now wish to amend the APA in the manner set forth in this Amendment all in accordance with the terms and conditions of the APA.

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged by each Party, the Parties hereto agree as follows:

SECTION 1.  Definitions.  Capitalized terms used in this Amendment but not defined herein shall have the meanings given to them in the APA.

SECTION 2.  Section 1.1.  Section 1.1 of the APA is hereby amended to add the following defined terms in the appropriate alphabetical order:

“Deficient Legal Description” means any legal description contained in or attached to any existing vesting deed or deeds that conveyed to Seller (or Seller’s predecessor) fee title to any Purchased Owned Real Property (or portion thereof), which legal description (i) creates either an exception from title insurance coverage or a title insurer underwriting requirement for a new survey relating to (A) errors in plotted figures which cause the legal descriptions not to close or discrepancies between boundary lines of the premises and adjacent premises, (B) inability to identify or confirm the correct vesting deed for the applicable parcel, (C) inconsistencies between the legal description and the tax map on record for such parcel or (D) inability to confirm ownership of such parcel, in each case, as indicated in any title commitment for such Purchased Owned Real Property delivered to Purchaser prior to, on or after the Closing Date; or (ii) does not comply with the Laws of the applicable Governmental Authority having jurisdiction over the recordation of real property deeds in the county in which such Purchased Owned Real Property sits for conveyance, or otherwise causes, or, based on input from Fidelity National Title Insurance Company and/or the applicable Governmental Authority is reasonably expected to cause, such Governmental Authority to reject any Deed that includes such legal description.

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“Surveyor” means National Due Diligence Services, a division of American Surveying & Mapping, Inc., and their Affiliates.

“Survey” means an ALTA/NSPS Land Title Survey of any Purchased Real Property prepared by the Surveyor, in acceptable form for the Title Company to issue a title policy to Purchaser or the Lenders with the “survey exception” removed, and certified to Purchaser, any Lender and the Title Company.

“Title Company” means Fidelity National Title Insurance Company and its Affiliates.

SECTION 3.  Section 5.2(b).  Section 5.2(b) of the APA is hereby amended by adding the following sentence at the end of Section 5.2(b):

Notwithstanding the foregoing, if the Purchaser determines to shut down the SAP system for the Chillicothe operations (or to change the functionality in any way that materially affects the ability of the Seller to access information that may be necessary for tax audits or to delete such information from such system), the Purchaser shall give six months’ (or such lesser notice as is practical given the date of the proposed shut down or deletion) notice to the Seller prior to shutting down such system (or so changing the functionality or deleting such information) and thereafter, upon the Seller’s request, the Parties shall discuss in good faith a way to preserve the functionality of such system for the Seller (at the Seller’s sole cost and expense) for the period until the seventh (7th) anniversary of the Closing.

SECTION 4.  Section 5.7.  Section 5.7 of the APA is hereby amended and restated in its entirety to read as follows:

“SECTION 5.7Real Estate Matters.

(a)Title Insurance and Surveys.  Prior to the Closing, the Seller shall reasonably cooperate with the Purchaser to obtain, at the Purchaser’s sole expense (except as otherwise provided in Section 5.7(b)), owner’s or lender’s title insurance policies (or bring-down endorsements to any existing title insurance policies, if available) insuring the Purchaser’s or Lenders’ interest in the Purchased Real Property or any portion thereof, free and clear of all Liens other than Permitted Liens, issued by the Title Company as of a date reasonably proximate to the Closing and in amounts determined by the Purchaser or the Lenders.  Seller’s obligations with respect to this Section 5.7(a) shall include providing reasonable and customary owner’s affidavits executed and delivered by the Seller in favor of the Title Company in order to permit the Title Company to delete from any title policy such general exceptions to title as are customarily omitted for the applicable jurisdiction in which the Purchased Real Property is

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located on the basis of an owner’s affidavit.  Prior to the Closing, the Seller shall also reasonably cooperate with the Purchaser, at the Purchaser’s request and at the Purchaser’s sole cost and expense (except as otherwise provided in Section 5.7(b)), in the Purchaser’s efforts to obtain a Survey of each parcel of Purchased Real Property.  Such cooperation shall include but not be limited to providing access to the Purchased Real Property to Purchaser’s surveyor.

(b)Post-Closing Surveys and Deeds Recordation.

(i)With respect to any Purchased Owned Real Property that has a Deficient Legal Description (all such Purchased Owned Real Property identified as of the date hereof are listed in Section 5.7(b) of the Disclosure Schedule and, together with any additional Purchased Owned Real Property hereafter identified are known as the “Post-Closing Purchased Owned Real Property”), the Seller shall, despite any such Deficient Legal Description, deliver Deeds containing the Deficient Legal Descriptions to the Purchaser on the Closing Date for such Post-Closing Purchased Owned Real Property.  The Deeds for such Post-Closing Purchased Owned Real Property shall be held by the Purchaser’s counsel until Final Legal Descriptions are completed as set forth below, following which time the Seller shall, within five (5) Business Days after its receipt of any Final Legal Description, either re-execute and deliver to Purchaser the Deed for such Post-Closing Purchased Owned Real Property to include or affix the relevant Final Legal Description, or, provided that the notary acknowledgments on the Deeds are not stale, shall authorize the Purchaser to replace any attachment containing a Deficient Legal Description with the corresponding Final Legal Description.  Thereafter, the Parties hereby agree that the Purchaser shall submit or shall direct the Title Company to submit all such Deeds for recording with the land records of the Governmental Authority having jurisdiction over the applicable Post-Closing Purchased Owned Real Property, and the Seller shall reasonably cooperate to the extent necessary to ensure that such recordation is consummated.

(ii)Promptly upon the Parties learning of any Deficient Legal Descriptions, the Purchaser shall order from the Surveyor a Survey for each Post-Closing Purchased Owned Real Property to cure the corresponding Deficient Legal Description (each such final “as-surveyed” legal description, a “Final Legal Description”).  The Purchaser shall promptly (i) review each Survey upon its receipt from the Surveyor and (ii) provide the Seller with a copy of each Survey after the Purchaser has completed its initial review for the Seller’s review and comment.  Upon its receipt of each Survey from the Purchaser, the Seller shall provide the Purchaser with its reasonable comments to the Survey, if any, within five (5) business days of receipt from the Purchaser, and the Purchaser shall

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use reasonable efforts to have the Surveyor modify each Survey in response to any such reasonable Seller comments.

(iii)The Seller shall bear the cost and expense of the Surveyor’s measurement and preparation of the Final Legal Descriptions of the Post-Closing Purchased Owned Real Property.  The Purchaser shall provide the Seller with Surveyor’s cost estimates and engagement letters with respect to the measurement and preparation of each Final Legal Description for the Seller’s approval, which approval shall be not be unreasonably refused, withheld, conditioned or delayed.  For clarity, other than the cost and expense of the measurement and preparation of any Final Legal Description, Purchaser shall bear all costs and expenses incurred in connection with the preparation of the remaining elements of any Survey.

(iv) Subject to the limitations set forth in this Agreement, in the event that any Survey reveals: (A) any Lien that is not a Permitted Lien; or (B) that the legal description of the Post-Closing Purchased Owned Real Property contains more or less land than as depicted on any publicly available tax, engineering or online GIS maps, which discrepancy is material, individually or in the aggregate, to the conduct of the Business as currently conducted, then, in either of such event, the Seller shall indemnify and hold the Purchaser Indemnified Parties harmless from any Losses arising out of any of clauses (A) or (B).”

SECTION 5.  The first sentence of Section 6.2(a) of the APA is hereby amended and restated in its entirety to read as follows:

“(a)At least fifteen (15) days prior to the Closing, the Purchaser shall, or shall cause one of its Affiliates to, offer employment in writing on terms and conditions consistent with Section 6.2(c) (to the extent applicable) to each Business Employee listed in the updated version of Annex 3 delivered by the Seller pursuant to Section 6.1, including any such Business Employees on vacation, paid time off, or other approved leave of absence as of the Closing Date but excluding (i) any employee who is on an approved short-term or long-term disability leave and (ii) Business Employees listed on Section 6.2(a) of the Disclosure Schedule (each employee listed on Section 6.2(a) of the Disclosure Schedule, a “Leave Employee”, and collectively (i) and (ii), the “Inactive Business Employees”).”

SECTION 6.  The first sentence of Section 6.2(b) of the APA is hereby amended and restated in its entirety to read as follows:

“(b)Immediately following the date on which any Inactive Business Employee returns to active duty, the Purchaser shall, or shall cause one of its Affiliates to, offer employment to such Inactive Business Employee on the same terms as those provided to Business Employees in Section 6.2(a),

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except with respect to timing, such offer shall be to commence employment with the Purchaser or one of its Affiliates within ten (10) days following such Inactive Business Employee’s return to active status (the date the employment with the Purchaser or one of its Affiliates commences, the “Employment Commencement Date”).”

SECTION 7.  The first sentence of Section 6.4(c) of the APA is hereby amended and restated in its entirety to read as follows:

“(c)Effective as of the Closing Date, the Purchaser agrees to assume all Liabilities in respect of retiree welfare benefits that the Transferred Employees accrued prior to the Closing Date under any of the Seller’s Plans, other than (i) any such Liabilities in respect of the failure to administer any such Plan in accordance with its terms, applicable Law or any applicable Labor Agreement, and (ii) any such Liabilities in respect of Leave Employees, whether or not any Leave Employee becomes a Transferred Employees in accordance with Section 6.2(b).”

SECTION 8.  Section 6.9.

(a) Section 6.9(a) of the APA is hereby amended and restated in its entirety to read as follows:

“(a)In General.  Except as provided in Section 6.9(b) and subject to the terms of any Transition Services Agreement entered into by the Parties, effective as of the Closing Date, the Purchaser shall, or shall cause one of its Affiliates to, cause the Transferred Employees to be eligible to participate in the Purchaser’s welfare and retirement plans.”

(b) Section 6.9(b) of the APA is hereby amended and restated in its entirety to read as follows:

“(b)Defined Contribution Plans.  As soon as reasonably practicable after December 1, 2018, with respect to each Transferred Employee who is a participant in a Plan that is a tax- qualified defined contribution plan (each, a “Seller DC Plan”), the Seller shall cause the plan administrator of each such Seller DC Plan to provide each such Transferred Employee with the right (but not the obligation) to receive a distribution of such Transferred Employee’s interest under the applicable Seller DC Plan and the option to elect to roll over such Transferred Employee’s interest in such Seller DC Plan (including any outstanding loan balances and any promissory notes in respect thereof) to a defined contribution plan established or maintained by the Purchaser or one of its Affiliates (each, a “Purchaser DC Plan”) intended to be qualified under Section 401(a) of the Code.  Effective as of the Closing Date, the Seller shall, or shall cause its Affiliates to, cause the Transferred Employees to cease active participation under the Seller DC Plan.  Effective as of December 1, 2018, the

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Purchaser shall, or shall cause its Affiliates to, cause the Transferred Employees to be eligible to participate in the Purchaser DC Plan.  Subject to applicable law, the Purchaser shall, or shall cause its Affiliates to, permit the Transferred Employees to elect to increase the amount of their elective deferrals in respect of payroll dates that occur in December 2018, and receive any employer matching contributions attributable to such deferrals, in each case as necessary to allow Transferred Employees to make up for any elective deferrals they would have made and employer contributions they would have received if they had made elective deferrals under the Purchaser DC Plan in respect of the payroll dates that occurred in November 2018 at the same rate as their deferral elections under the Seller DC Plan as in effect immediately prior to the Closing.  The Purchaser shall take, or shall cause one of its Affiliates to take, all such action as may be necessary or appropriate (including amending the Purchaser DC Plans, if necessary) to permit any Transferred Employees who have timely made an election to roll over their interest in cash together with any loans in the applicable Seller DC Plans to a Purchaser DC Plan.  The Purchaser shall cooperate, or cause one of its Affiliates to cooperate, with the Seller in providing information to the Transferred Employees regarding rollovers of their interests from the applicable Seller DC Plans to a Purchaser DC Plan.  The Seller shall fully vest all Transferred Employees in their account balances under the Seller DC Plan, effective as of the Closing.”

SECTION 9.  Section 8.3.

(a) Section 8.3(a) of the APA is hereby amended by deleting the word “or”.

(b) Section 8.3(c) of the APA is hereby amended by replacing the period with a semicolon and inserting the word “or” immediately thereafter.

(c) Section 8.3(d) is hereby added as follows:

“(d)any title deficiencies revealed by a Survey as set forth in Section 5.7(b)(iv).”

SECTION 10.  Section 8.4.

(a) Section 8.4(b) of the APA is hereby amended by deleting the word “or”.

(b) Section 8.4(c) of the APA is hereby amended by replacing the period with a semicolon and inserting the word “or” immediately thereafter.

(c) Section 8.4(d) is hereby added as follows:

“(d)all Liabilities arising out of the Seller’s membership in PJM (including as reflected in the accounts and/or subaccounts PJM Org. ID 17001/PHGLAT), whether or not such Liabilities are accrued or incurred

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prior to, at or after the Closing, including Liabilities arising out of a default by Greenhat Energy, LLC of its obligations to PJM and whether or not the Purchaser is or becomes a member of PJM prior to, at or after the Closing (other than Liabilities arising out of the Seller’s breach of applicable rules related to its membership).”

SECTION 11.  Annex 1.

(a) Part 1 of Annex 1 to the APA is hereby amended by adding the following line item at the end of the list of Current Liabilities:

“-Greenhat Liability Amount”

(b) Part 2 of Annex 1 to the APA is hereby amended by adding the following:

“The “Greenhat Liability Amount” included in the determination of the Closing Net Working Capital calculated pursuant to Section 2.2(b) of the Agreement and included in the Closing Adjustment Statement delivered by the Purchaser pursuant to Section 2.6(a) of the Agreement shall be $80,000.”

SECTION 12.  Annex 2.

(a) Section 5.7(b) is hereby added to Annex 2 to the APA with the content set forth on Exhibit A attached hereto.

(b) Section 6.1(b) of Annex 2 to the APA is hereby amended by adding the content set forth in Exhibit B attached hereto.

(c) Section 6.1(c) of Annex 2 to the APA is hereby amended by deleting the content set forth in Exhibit C attached hereto.

(d) Section 6.2(a) is hereby added to Annex 2 to the APA with the content set forth on Exhibit D attached hereto.

SECTION 13.  Treatment of HSBC Supply Finance Agreement.  Notwithstanding the fact that the Supply Chain Solutions – Approved Invoice Buyer Agreement (USA) (the “HSBC Agreement”), dated as of May 14, 2015, by and between the Seller and HSBC Bank USA, National Association (“HSBC”) will not be transferred and assigned to the Purchaser at the Closing because HSBC has not consented to such transfer and assignment, the Parties agree that the Liabilities related to the Business under the HSBC Agreement accrued as of the Effective Time and payable by the Seller thereunder (the “HSBC Liabilities”) shall constitute Assumed Liabilities and the amount of the HSBC Liabilities shall be included in the line item category “Accounts payable” of current liabilities in Part 1 of Annex 1 in the determination of the Closing Net Working Capital.  Without limiting the generality of Section 2.8 of the APA, the Parties further agree that, following the Closing, (a) the Seller shall pay HSBC Liabilities to HSBC as and when such HSBC Liabilities are due in accordance with the HSBC Agreement, (b) the Seller shall give the Purchaser written notice of any such payments, including the amount thereof, and

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(c) as promptly as reasonably practicable and in any event within three (3) Business Days of receipt of a notice contemplated under clause (b), the Purchaser shall reimburse the Seller by wire transfer of immediately available funds to the Seller Bank Account for such payments.

SECTION 14.  Limited Amendment.  Each Party acknowledges and agrees that this Amendment constitutes an instrument in writing duly signed by the Parties under Section 10.8 of the APA.  Except as specifically amended or supplemented hereby, the APA shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof and the APA as amended hereby and the Confidentiality Agreement shall continue to constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the Seller and the Purchaser with respect to the subject matter hereof and thereof.  From and after the date hereof, any reference to the APA shall mean the APA as amended hereby and any reference in the APA as amended hereby to “the date of this Agreement” or any similar reference shall continue to refer to August 21, 2018.

SECTION 15.  Miscellaneous.  The provisions of Sections 1.3, 10.2, 10.5, 10.7, 10.8, 10.10, 10.11, 10.12, 10.13 and 10.15 of the APA shall apply to this Amendment, mutatis mutandis, as if set forth herein.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have duly executed this Amendment, all as of the day and year first above written.

P. H. GlatFElter Company
By:
	/s/ John P. Jacunski
	Name:  John P. Jacunski
	Title:    Executive Vice President and
	Chief Financial Officer

PIXELLE SPECIALTY SOLUTIONS LLC
By:
	/s/ Russell Triedman
	Name: Russell Triedman
	Title: Executive Manager

[Signature Page to Amendment No. 1 to the Asset Purchase Agreement]

EX-99.1

Exhibit 99.1

	NEWS RELEASE
	Corporate Headquarters 96 South George Street York, Pennsylvania 17401 U.S.A. www.glatfelter.com

For Immediate Release	Contacts:
	Investors:	Media:
	John P. Jacunski	Eileen L. Beck
	(717) 225-2794	(717) 225-2793

GLATFELTER COMPLETES SALE OF SPECIALTY PAPERS BUSINESS UNIT

YORK, Pennsylvania – October 31, 2018 – Glatfelter (NYSE: GLT) today announced the closing of the previously announced sale of its Specialty Papers Business Unit to Pixelle Specialty Solutions LLC, an affiliate of Lindsay Goldberg (the “Purchaser”) for $360 million.  This divestiture is a significant milestone in the Company’s strategic transformation to become a leading global engineered materials company.

Cash proceeds from the sale were approximately $323 million reflecting estimated purchase price adjustments as of the closing date and the assumption by the Purchaser of approximately $38 million of retiree healthcare liabilities.  The purchase price is subject to a customary post-closing working capital adjustment as well as an adjustment for the final measurement of retiree healthcare liabilities.  In addition, the Purchaser assumed approximately $220 million of pension liabilities relating to Specialty Papers’ employees and will receive approximately $270 million of related assets from the Company’s existing pension plan. 

The cash proceeds from the transaction will be used to pay down debt and for general corporate purposes. 

About Glatfelter

Glatfelter (NYSE: GLT) is a leading global supplier of engineered materials. The Company’s high-quality, innovative and customizable solutions are found in tea and single-serve coffee filtration, personal hygiene and packaging products as well as home improvement and industrial applications. Headquartered in York, PA, the Company’s net sales approximate $950 million annually with customers in over 100 countries and approximately 2,300 employees worldwide. Operations include eleven manufacturing facilities located in the United States, Canada, Germany, France, the United Kingdom and the Philippines. Additional information about Glatfelter may be found at www.glatfelter.com.

EX-99.2

Exhibit 99.2

P. H. Glatfelter Company

Pro Forma Condensed Consolidated Financial Statements (unaudited)

The following unaudited pro forma condensed consolidated financial statements (the "Pro Forma Financial Statements") have been prepared to reflect the sale of P. H. Glatfelter Company’s (the “Company's”) Specialty Papers business unit to Pixelle Specialty Solutions, LLC, an affiliate of Lindsay Goldberg, which was completed on October 31, 2018 (the "sale transaction").

The unaudited pro forma condensed statements of income for the years ended December 31, 2017, 2016 and 2015, are presented as if the sale transaction had occurred on January 1, 2015. The historical consolidated financial information has been adjusted to reflect items that are factually supportable, directly attributable to the sale transaction and expected to have a continuing impact on the combined results. Accordingly, the presentation herein sets forth unaudited condensed consolidated statements of income from continuing operations. In addition, although not required, the adjustments reflect the reclassification of non-service pension expenses/(benefits) in selling, general and administrative expense to non-operating expenses in connection with the adoption of Accounting Standards Update No. 2017-07, Improving the Presentation of Net Periodic Pension Costs and Net Periodic Postretirement Costs (“ASU 2017-07”).

The Pro Forma Financial Statements have been prepared using the sale of a business method of accounting under accounting principles generally accepted in the United States ("U.S."). The sale transaction is subject to closing adjustments that have not yet been finalized. Accordingly, the pro forma adjustments are preliminary, and have been made solely for the purpose of providing Pro Forma Financial Statements as required by the U.S. Securities and Exchange Commission ("SEC") rules. Differences between these preliminary estimates and the final sale accounting may be material.

The Pro Forma Financial Statements are provided for informational purposes only and do not purport to represent what the actual consolidated results of operations of the Company would have been had the sale transaction occurred on January 1, 2015, nor are they necessarily indicative of future consolidated results of operations. The Pro Forma Financial Statements should be read in conjunction with (i) the accompanying notes to the Pro Forma Financial Statements; and (ii) the audited consolidated financial statements and accompanying notes of the Company contained in its annual report on Form 10-K for the year ended December 31, 2017.

	Year ended December 31, 2017
				Adjustments
In thousands, except per share	Historical Glatfelter			Less SPBU (1)		Other Adjustments					Pro Forma
Net sales	$	1,591,297		$	790,935	$	-				$	800,362
Energy and related sales, net		5,126			5,126		-					-
Total revenues		1,596,423			796,061		-					800,362
Costs of products sold		1,403,913			734,230		(12,910	)	(2	)		656,773
Gross profit		192,510			61,831		12,910					143,589
Selling, general and administrative expenses		134,394			46,391		22,531		(3	)		110,534
(Gains) losses on dispositions of plant, equipment
and timberlands, net		26			-		(223	)	(4	)		(197	)
Operating income (loss)		58,090			15,440		(9,398	)				33,252
Non-operating income (expense)
Interest expense		(17,772	)		-		4,455		(5	)		(13,317	)
Interest income		237			-		-					237
Other, net		(1,220	)		-		515		(6	)		(705	)
Total non-operating expense		(18,755	)		-		4,970					(13,785	)
Income (loss) from continuing operations before income taxes		39,335			15,440		(4,428	)				19,467
Income tax provision (benefit)		31,421			-		(6,342	)	(7	)		25,079
Income (loss) from continuing operations	$	7,914		$	15,440	$	1,914				$	(5,612	)
Earnings per share
Basic	$	0.18									$	(0.13	)
Diluted		0.18										(0.13	)

	Year ended December 31, 2016
				Adjustments
In thousands, except per share	Historical Glatfelter			Less SPBU (1)		Other Adjustments					Pro Forma
Net sales	$	1,604,797		$	843,581	$	-				$	761,216
Energy and related sales, net		6,141			6,141		-					-
Total revenues		1,610,938			849,722		-					761,216
Costs of products sold		1,392,335			752,646		(10,222	)	(2	)		629,467
Gross profit		218,603			97,076		10,222					131,749
Selling, general and administrative expenses		190,694			55,866		18,325		(3	)		153,153
(Gains) losses on dispositions of plant, equipment
and timberlands, net		216			-		(100	)	(4	)		116
Operating income (loss)		27,693			41,210		(8,003	)				(21,520	)
Non-operating income (expense)
Interest expense		(15,822	)		-		1,972		(5	)		(13,850	)
Interest income		206			-		-					206
Other, net		(1,271	)		-		(6,147	)	(6	)		(7,418	)
Total non-operating expense		(16,887	)		-		(4,175	)				(21,062	)
Income (loss) from continuing operations before income taxes		10,806			41,210		(12,178	)				(42,582	)
Income tax provision (benefit)		(10,748	)		-		(17,657	)	(7	)		(28,405	)
Income (loss) from continuing operations	$	21,554		$	41,210	$	5,479				$	(14,177	)
Earnings per share
Basic	$	0.49									$	(0.33	)
Diluted		0.49										(0.32	)

	Year ended December 31, 2015
				Adjustments
In thousands, except per share	Historical Glatfelter			Less SPBU (1)		Other Adjustments					Pro Forma
Net sales	$	1,661,084		$	875,026	$	-				$	786,058
Energy and related sales, net		5,664			5,664		-					-
Total revenues		1,666,748			880,690		-					786,058
Costs of products sold		1,463,783			804,546		(4,852	)	(2	)		654,385
Gross profit		202,965			76,144		4,852					131,673
Selling, general and administrative expenses		127,706			43,179		22,101		(3	)		106,628
(Gains) losses on dispositions of plant, equipment
and timberlands, net		(21,113	)		-		35		(4	)		(21,078	)
Operating income (loss)		96,372			32,965		(17,284	)				46,123
Non-operating income (expense)
Interest expense		(17,464	)		-		2,340		(5	)		(15,124	)
Interest income		283			-		-					283
Other, net		(615	)		-		(78	)	(6	)		(693	)
Total non-operating expense		(17,796	)		-		2,262					(15,534	)
Income (loss) from continuing operations before income taxes		78,576			32,965		(15,022	)				30,589
Income tax provision (benefit)		14,001			-		(13,819	)	(7	)		182
Income (loss) from continuing operations	$	64,575		$	32,965	$	(1,203	)			$	30,407
Earnings per share
Basic	$	1.49									$	0.70
Diluted		1.47										0.69

Notes to the Unaudited Pro Forma Condensed Consolidated Income Statements

(1) Represents Specialty Paper’s historical segment income statement and are eliminated to give effect to the sale of the business unit.

(2) Reflects adjustments to exclude costs from the Pro Forma results (“Excluded Costs”) not previously allocated to or included in Specialty Papers business unit results. These Excluded Costs are directly related to Specialty Papers and are not expected to remain in future continuing operations. The Excluded Costs were partially offset by the inclusion of corporate shared service costs (“Included Costs”) that had historically been allocated to Specialty Papers. As the Included Costs are not directly attributable to Specialty Papers and will remain with Glatfelter, they are required to be included in continuing operations in the historical pro forma financial statements. These costs totaled $0.7 million, $0.8 million and $2.4 million for the years ended December 31, 2017, 2016 and 2015, respectively.

(3) Reflects adjustments for Included Costs that had historically been allocated to Specialty Papers but are required to be included in continuing operations in the historical pro forma financial statements. These costs totaled $25.9 million, $28.0 million and $22.6 million for the years ended December 31, 2017, 2016 and 2015, respectively. The Included Costs were partially offset by adjustments for Excluded Costs not previously allocated to or included in Specialty Papers business unit results. As Included Costs are not directly attributable to Specialty Papers and will remain with Glatfelter, they are required to be included in continuing operations in the historical pro forma financial statements. In addition, the adjustments reflect the reclassification of non-service pension expenses/(benefits) in selling, general and administrative

expense to non-operating expenses in connection with the adoption of ASU 2017-07 totaling $(0.9) million, $6.0 million and $0.1 million for the years ended December 31, 2017, 2016 and 2015, respectively.

(4) Reflects adjustments to exclude gains or losses from the disposition of property or equipment that had not previously been allocated to or included in Specialty Papers business unit results. These costs are directly related to Specialty Papers and are not expected to remain in future continuing operations.

(5) Reflects adjustments to exclude interest costs directly related to the revolving credit facility which will be reduced, to the extent possible, from the net proceeds of the sale.  Such use of proceeds is required under the terms of the Company’s revolving credit facility.

(6) Reflects adjustments to exclude non-operating expenses of Specialty Papers not previously allocated or included in Specialty Papers business unit results. These costs are directly related to Specialty Papers and are not expected to remain in future continuing operations. In addition, the adjustment reflects the reclassification of non-service pension and post-retirement benefit expenses/(benefits) from selling, general and administrative expense in connection with the adoption of ASU 2017-07.

(7) Tax effects of removing the historical financial results of Specialty Papers and of the pro forma adjustments based on the effective tax rates, of the applicable tax jurisdictions, during the periods presented.