Clearwater Paper Corporation filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
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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):November 1, 2024
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On November 1, 2024, Clearwater Paper Corporation (the “Company”) completed the sale of (i) all of the outstanding membership interests of Clearwater Paper Tissue, LLC, a Delaware limited liability company, which indirectly owns and/or leases the Company’s consumer product division facilities located in Las Vegas, Nevada, Elwood, Illinois, and Shelby, North Carolina; and (ii) all of the Company’s right, title and interest in and to certain assets and liabilities of the Company’s consumer product division facility located in Lewiston, Idaho, to Sofidel America Corp. (“Sofidel”) and its wholly owned subsidiary, for approximately $1.06 billion in cash (subject to adjustments for working capital, indebtedness, cash and transaction expenses).
The foregoing description of the sale does not purport to be complete, and is qualified in its entirety by reference to the full text of the Membership Interest Purchase Agreement and the Asset Purchase Agreement entered into between the Company and Sofidel, which were filed as Exhibit 2.1 and Exhibit 2.2, respectively, to the Company’s Current Report on Form 8-K filed on July 22, 2024, and are hereby incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form 8-K giving effect to the sale transaction is filed as Exhibit 99.1 hereto and is hereby incorporated by reference herein.
(d) Exhibits:
| Exhibit | Description | |||||||
| 2.1 | ||||||||
| 2.2 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
* Certain schedules, annexes 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, annexes 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.
Date : November 1, 2024
CLEARWATER PAPER CORPORATION
| By: | /s/ REBECCA A. BARCKLEY | ||||
| Rebecca A. Barckley, Vice President, Corporate Controller (Principal Accounting Officer) | |||||