GLATFELTER CORP : Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits (form 8-K)

Published: 2021-10-29 09:22:03 ET GLT

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).