--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-127658" form_type: "8-K" ticker: "CLW" cik: "0001441236" company_name: "Clearwater Paper Corp" filed_at: "2024-05-01T23:59:59+00:00" generated_at: "2026-06-03T02:39:13.898862+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Clearwater Paper closes $700M acquisition of Graphic Packaging consumer packaging assets; new debt facilities in place ## Summary - 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. ## SEC filing metadata - accession: 0001193125-24-127658 - form_type: 8-K - ticker: CLW - cik: 0001441236 - company_name: Clearwater Paper Corp - filed_at: 2024-05-01T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 2.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1441236/000119312524127658/0001193125-24-127658-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1441236/000119312524127658/d459717d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-127658 - JSON: https://secwatch.observer/filing/0001193125-24-127658.json - Plain text: https://secwatch.observer/filing/0001193125-24-127658.txt ## Key facts - Debt Financings 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1441236/000119312524127658/0001193125-24-127658-index.htm - Debt Financings 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1441236/000119312524127658/0001193125-24-127658-index.htm - Debt Financings 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 source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1441236/000119312524127658/0001193125-24-127658-index.htm - M&A Transactions 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 source text: On the Closing Date, the Company paid approximately $700 million in cash, subject to adjustments for inventory and other assets. evidence_url: https://www.sec.gov/Archives/edgar/data/1441236/000119312524127658/0001193125-24-127658-index.htm - Material Agreements 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1441236/000119312524127658/0001193125-24-127658-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.