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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/11/24 Glatfelter Corp. 425 4:166K Glatfelter Corp. Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 425 Prospectus or Communication - Merger HTML 47K 2: EX-10.1 Material Contract HTML 40K 3: EX-10.2 Material Contract HTML 36K 4: EX-99.1 Miscellaneous Exhibit HTML 29K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 8, 2024
| 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
| (N/A) | ||
| 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:
| x | 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, $0.01 par value per share | 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).
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, Glatfelter Corporation, a Pennsylvania corporation (“Glatfelter” or the “Company”), entered into certain definitive agreements with Berry Global Group, Inc., a Delaware corporation (“Berry”), and certain of their respective subsidiaries, which provide for a series of transactions, including the spinoff of the global nonwovens and hygiene films business (the “HHNF Business”) of Berry and subsequent merger of the HHNF Business with and into a subsidiary of Glatfelter (collectively, the “Transaction”). We refer to the post-Transaction newly combined company as NewCo (“NewCo”).
On April 10, 2024, the Company entered into executive employment term sheets (each a “Term Sheet”) with (i) James M. Till (Jim), the current Executive Vice President and Controller (Principal Accounting Officer) of Berry, providing for him to be appointed as the Executive Vice President, Chief Financial Officer & Treasurer of NewCo, and (ii) Tarun Manroa, the current Executive Vice President and Chief Strategy Officer of Berry, providing for him to be appointed as the Executive Vice President, Chief Operating Officer of NewCo, for which they will each receive certain compensation and benefits as outlined in their respective Term Sheets. Mr. Till’s and Mr. Manroa’s employment by NewCo is contingent on and will be effective as of the closing of the Transaction and is otherwise subject to their continuing to be employed and in good standing in their current roles at Berry immediately prior to such time.
Mr. Till, 46, joined Berry in 2008 as Director of Finance, then progressed to Vice President of Accounting and Finance in 2010, before moving into his current role as Executive Vice President and Controller (Principal Accounting Officer) in 2014.
Mr. Manroa, 43, joined Berry in 2005 in an engineering role and progressed through roles in plant leadership, product management, and supply chain. Since 2015, until his most recent appointment, Mr. Manroa served as Berry’s Executive Vice President and General Manager of Engineered Products in the Engineered Materials Division. In September 2018, Mr. Manroa was appointed as Berry’s Executive Vice President and Chief Strategy Officer.
In connection with Mr. Till’s appointment as Executive Vice President, Chief Financial Officer & Treasurer of NewCo, the Term Sheet provides that his compensation and benefits will include the following:
| · | Annual base salary of $575,000 |
| · | Annual cash bonus target opportunity of 75% of annual base salary under NewCo’s executive bonus program, with a maximum bonus of 200% of annual base salary |
| · | Annual long-term incentive equity grant with a grant date value of $1,200,000, which would be granted under a new executive equity incentive plan for NewCo that will be subject to shareholder approval in conjunction with the Transaction |
In connection with Mr. Manroa’s appointment as Executive Vice President, Chief Operating Officer of NewCo, the Term Sheet provides that his compensation and benefits will include the following:
| · | Annual base salary of $550,000 |
| · | Annual cash bonus target opportunity of 75% of annual base salary under NewCo’s executive bonus program, with a maximum bonus of 200% of annual base salary |
| · | Annual long-term incentive equity grant with a grant date value of $900,000, which would be granted under a new executive equity incentive plan for NewCo that will be subject to shareholder approval in conjunction with the Transaction |
In addition, both Mr. Till’s and Mr. Manroa’s Term Sheets provide for the following benefits:
| · | Standard relocation benefits under NewCo’s relocation policy |
| · | D&O insurance consistent with NewCo coverage |
| · | Eligibility to participate in all employee benefits plans generally made available to senior executives of NewCo in accordance with the terms of such plans |
If either Mr. Till’s or Mr. Manroa’s employment is terminated without cause or they voluntarily terminate their employment for good reason, Mr. Till and Mr. Manroa will each be entitled to receive the following, subject to a release of claims in favor of NewCo: (i) cash severance equal to their annual base salary plus target annual cash bonus (two times annual base salary plus two times target annual cash bonus if they are terminated without cause or they voluntarily terminate their employment for good reason within two years of a change in control of NewCo), payable in installments over 24 months in accordance with NewCo’s normal payroll practices; (ii) a lump sum payment in an amount equal to any earned but unpaid annual cash bonus for the year prior to the termination; (iii) a lump sum payment of their target annual cash bonus for the year of termination, pro-rated for the number of days worked; and (iv) continuation of health plan benefits for themselves and their eligible dependents at no cost under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for up to 24 months.
If either Mr. Till’s or Mr. Manroa’s employment is terminated due to their death or disability, they will be entitled to: (i) a lump sum payment of any earned but unpaid annual cash bonus for the year prior to the termination; (ii) a lump sum payment of their target annual cash bonus for the year of termination, pro-rated for the number of days worked; and (iii) outstanding equity vesting in accordance with the terms of the equity plan and their individual award agreements.
Both Mr. Till and Mr. Manroa will be required to comply with certain restrictive covenants, including non-disclosure, confidentiality, non-competition and non-solicitation covenants. Their compensation arrangements will also contain a “best net” cutback provision under Section 280G of the Internal Revenue Code. Mr. Till and Mr. Manroa will be covered by and subject to the Company’s stock ownership guidelines and clawback policies as well as other policies of NewCo.
The Company, Mr. Till and Mr. Manroa have agreed to work together in good faith to negotiate mutually acceptable definitive agreements reflective of the terms outlined above, and taking into account that several of such items will require adoption of plans and arrangements applicable to NewCo that must be agreed to and adopted by the Board of Directors of Glatfelter or its Compensation Committee.
The foregoing summary of the Term Sheets does not purport to be complete and is qualified in its entirety by the full text of the Term Sheets, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and which is incorporated herein by reference.
Effective as of the closing of the Transaction, Mr. Ramesh Shettigar will resign from his position as the Senior Vice President, Chief Financial Officer & Treasurer of the Company and Mr. Boris Illetschko will resign from his position as the Senior Vice President, Chief Operating Officer, both of whom were informed of these organizational changes on April 8, 2024 and April 10, 2024, respectively.
| Item 7.01. | Regulation FD Disclosure. |
On April 11, 2024, the Company issued a press release announcing Mr. Till’s and Mr. Manroa’s appointment and that Mr. Kevin M. Fogarty will continue to serve Glatfelter in the role of Non-Executive Chair of the NewCo Board. A copy of this press release is furnished on Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 7.01, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
Cautionary Statement Concerning Forward-Looking Statements
Statements in this release that are not historical, including statements relating to the expected timing, completion and effects of the proposed transaction between Berry Global Group, Inc., a Delaware corporation (“Berry”), and Glatfelter Corporation, a Pennsylvania corporation (“Glatfelter” or the “Company”), are considered “forward-looking” within the meaning of the federal securities laws and are presented pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “would,” “could,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “outlook,” “anticipates” or “looking forward,” or similar expressions that relate to strategy, plans, intentions, or expectations. All statements relating to estimates and statements about the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction, benefits of the transaction, including future financial and operating results, executive and Board transition considerations, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts are forward-looking statements. In addition, senior management of Berry and Glatfelter, from time to time may make forward-looking public statements concerning expected future operations and performance and other developments.
Actual results may differ materially from those that are expected due to a variety of factors, including without limitation: the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction; the risk that Glatfelter shareholders may not approve the transaction proposals; the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated or may be delayed; risks that any of the other closing conditions to the proposed transaction may not be satisfied in a timely manner; risks that the anticipated tax treatment of the proposed transaction is not obtained; risks related to potential litigation brought in connection with the proposed transaction; uncertainties as to the timing of the consummation of the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; risks and costs related to the implementation of the separation of the business, operations and activities that constitute the global nonwovens and hygiene films business of Berry (the “HHNF Business”) into Treasure Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Berry (“Spinco”), including timing anticipated to complete the separation; any changes to the configuration of the businesses included in the separation if implemented; the risk that the integration of the combined company is more difficult, time consuming or costly than expected; risks related to financial community and rating agency perceptions of each of Berry and Glatfelter and its business, operations, financial condition and the industry in which they operate; risks related to disruption of management time from ongoing business operations due to the proposed transaction; failure to realize the benefits expected from the proposed transaction; effects of the announcement, pendency or completion of the proposed transaction on the ability of the parties to retain customers and retain and hire key personnel and maintain relationships with their counterparties, and on their operating results and businesses generally; and other risk factors detailed from time to time in Glatfelter’s and Berry’s reports filed with the Securities and Exchange Commission (“SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the registration statements, proxy statement/prospectus and other documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors may not contain all of the material factors that are important to you. New factors may emerge from time to time, and it is not possible to either predict new factors or assess the potential effect of any such new factors. Accordingly, readers should not place undue reliance on those statements. All forward-looking statements are based upon information available as of the date hereof. All forward-looking statements are made only as of the date hereof and neither Berry nor Glatfelter undertake any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed transaction between Berry and Glatfelter. In connection with the proposed transaction, Berry and Glatfelter intend to file relevant materials with the SEC, including a registration statement on Form S-4 by Glatfelter that will contain a proxy statement/prospectus relating to the proposed transaction. In addition, Spinco expects to file a registration statement in connection with its separation from Berry. This communication is not a substitute for the registration statements, proxy statement/prospectus or any other document which Berry and/or Glatfelter may file with the SEC. STOCKHOLDERS OF BERRY AND GLATFELTER ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of the registration statements and proxy statement/prospectus (when available) as well as other filings containing information about Berry and Glatfelter, as well as Spinco, without charge, at the SEC’s website, www.sec.gov. Copies of documents filed with the SEC by Berry or Spinco will be made available free of charge on Berry’s investor relations website at www.ir.berryglobal.com. Copies of documents filed with the SEC by Glatfelter will be made available free of charge on Glatfelter's investor relations website at www.glatfelter.com/investors.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to sell, subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. No offer or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in Solicitation
Berry and its directors and executive officers, and Glatfelter and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Glatfelter common stock and/or the offering of securities in respect of the proposed transaction. Information about the directors and executive officers of Berry, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth under the caption “Security Ownership of Beneficial Owners and Management” in the definitive proxy statement for Berry’s 2024 Annual Meeting of Stockholders, which was filed with the SEC on January 4, 2024 (www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001378992/000110465924001073/tm2325571d6_def14a.htm). Information about the directors and executive officers of Glatfelter including a description of their direct or indirect interests, by security holdings or otherwise, is set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the proxy statement for Glatfelter's 2024 Annual Meeting of Shareholders, which was filed with the SEC on March 26, 2024 (www.sec.gov/ix?doc=/Archives/edgar/data/0000041719/000004171924000013/glt-20240322.htm). In addition, Curt Begle, the current President of Berry’s Health, Hygiene & Specialties Division, will be appointed as Chief Executive Officer, James M. Till, the current Executive Vice President and Controller of Berry, will be appointed as Executive Vice President, Chief Financial Officer & Treasurer, and Tarun Manroa, the current Executive Vice President and Chief Strategy Officer of Berry, will be appointed as Executive Vice President, Chief Operating Officer, of the combined company. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 10.1 | Term Sheet, dated April 10, 2024, by and between James M. Till and Glatfelter Corporation |
| 10.2 | Term Sheet, dated April 10, 2024, by and between Tarun Manroa and Glatfelter Corporation |
| 99.1 | Press Release dated April 11, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Glatfelter Corporation | ||
| April 11, 2024 | By: | /s/ Jill L. Urey |
| Name: Jill L. Urey | ||
| Title: Vice President, General Counsel & Compliance | ||
| This ‘425’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/11/24 | 8-K | ||
| 4/10/24 | ||||
| 4/8/24 | 8-K | |||
| 3/26/24 | ARS, DEF 14A | |||
| 1/4/24 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/26/24 Glatfelter Corp. DEF 14A 5/10/24 11:7.8M |