Clearwater Paper Corp (CLW): M&A transaction — Clearwater Paper closes $700M acquisition of Graphic Packaging consumer packaging assets; new debt facilities in place

Clearwater Paper Corp

Acquired certain assets of GPK's consumer packaging business (Augusta, GA mill) for ~$700M cash, subject to adjustments.
Entered Amended & Restated Credit Agreement: $270M Term Revolver, $400M Farm Credit Term Loan, $90M Commercial Bank Term Loan ($760M total).
ABL facility commitment increased from $275M to $375M; $120M drawn at closing.
New credit facilities mature 2029-2031; proceeds used to finance acquisition, fees, and working capital.
Financial statements of acquired business and pro forma info to be filed within 71 days.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Clearwater Paper Corp incurred term loan of $90 million with AgWest Farm Credit, PCA, as administrative agent at SOFR or a base rate, as applicable, plus, in each case, an applicable margin tha maturing May 1, 2029.

Instrument: term loan
Principal: $90 million
Counterparty: AgWest Farm Credit, PCA, as administrative agent
Rate: SOFR or a base rate, as applicable, plus, in each case, an applicable margin tha
Maturity: May 1, 2029
Event: incurrence

Exact text from the filing

million (the “Farm Credit Term Loan Facility”), which was fully drawn after giving effect to the closing of the Transaction and (iii) a term loan commitment in the amount of $90 million (the “Commercial Bank Term Loan Facility” and together with the Farm Credit Term Loan Facility, collectively, the “Term Loan Facilities”), which was fully drawn after giving

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Clearwater Paper Corp incurred term loan of $400 million with AgWest Farm Credit, PCA, as administrative agent at SOFR or the Agent's fixed rate, as applicable, plus, in each case, an applicable maturing May 1, 2031.

Instrument: term loan
Principal: $400 million
Counterparty: AgWest Farm Credit, PCA, as administrative agent
Rate: SOFR or the Agent's fixed rate, as applicable, plus, in each case, an applicable
Maturity: May 1, 2031
Event: incurrence

Exact text from the filing

on October 27, 2023 and $120 million of which was drawn after giving effect to the closing of the Transaction (as defined below) (ii) a term loan commitment in the amount of $400 million (the “Farm Credit Term Loan Facility”), which was fully drawn after giving effect to the closing of the Transaction and (iii) a term loan commitment in the amount of $90 million

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Clearwater Paper Corp incurred credit facility of $270 million with AgWest Farm Credit, PCA, as administrative agent at SOFR or the Agent's fixed rate, as applicable, plus, in each case, an applicable maturing May 1, 2029.

Instrument: credit facility
Principal: $270 million
Counterparty: AgWest Farm Credit, PCA, as administrative agent
Rate: SOFR or the Agent's fixed rate, as applicable, plus, in each case, an applicable
Maturity: May 1, 2029
Event: incurrence

Exact text from the filing

(as amended, the “Non-ABL Credit Agreement”). The credit facility provided under the Non-ABL Credit Agreement consists of (i) a term revolver loan commitment in the amount of $270 million (the “Term Revolver Facility”), $150 million of which was disbursed on October 27, 2023 and $120 million of which was drawn after giving effect to the closing of the Transaction

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Clearwater Paper Corp completed an acquisition involving Graphic Packaging International, LLC for $700 million in cash (closed 2024-05-01).

Action: acquisition
Counterparty: Graphic Packaging International, LLC
Consideration: $700 million in cash
Closing: 2024-05-01

Exact text from the filing

On the Closing Date, the Company paid approximately $700 million in cash, subject to adjustments for inventory and other assets.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Clearwater Paper Corp amended Non-ABL Credit Agreement with AgWest Farm Credit, PCA, as administrative agent, and the lenders party thereto valued at $400 million.

Action: amendment
Agreement: credit facility
Counterparty: AgWest Farm Credit, PCA, as administrative agent, and the lenders party thereto
Value: $400 million

Exact text from the filing

On the Closing Date (as defined below), Clearwater Paper Corporation (the “Company”) entered into an amendment and restatement of its credit agreement, dated October 27, 2023 by and among the Company, AgWest Farm Credit, PCA, as administrative agent (the “Agent”), and the lenders party thereto (as amended, the “Non-ABL Credit Agreement”).

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312 debt financings filed in the last 30 days. Browse all debt financings →

Clearwater Paper Corp filing history →

Source: SEC EDGAR

accession 0001193125-24-127658

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