공시 • Nov 06
Health, Hygiene and Specialties Global Nonwovens and Films Business of Berry Global Group, Inc. completed the acquisition of Glatfelter Corporation (NYSE:GLT).
Health, Hygiene and Specialties Global Nonwovens and Films Business of Berry Global Group, Inc. entered into definitive agreement to acquire Glatfelter Corporation (NYSE:GLT) for approximately $550 million on February 6, 2024. Under the agreement, Berry to spin-off and merge the majority of its Health, Hygiene and Specialties segment to include its Global Nonwovens and Films business (“HHNF”) with Glatfelter, to create a leading, publicly traded company in the specialty materials industry. Transaction values the combined company at $3.6 billion on an enterprise value basis. As part of the agreement in aggregate 429 million shares will be issued as consideration. The transaction is being structured as a Reverse Morris Trust transaction and is intended to be tax-free to Berry, Glatfelter and their respective shareholders for U.S. federal income tax purposes. Berry and Glatfelter shareholders to own 90% and 10% of the combined company, respectively. Berry to receive an approximate net $1 billion cash distribution at closing. The new, publicly-traded company, which will be renamed and rebranded by transaction close, will be led by Curt Begle, Berry’s current President of HH&S, who will serve as Chief Executive Officer. Prior to the completion of the Merger, Glatfelter and HHNF will continue to operate as independent companies. The new combined company (“NewCo”) will become a global leader in the growing specialty materials industry, serving the world’s largest brand owners across global end markets with favorable long-term growth dynamics. The Board of Directors of the combined company will initially be comprised of nine total members, consisting of six designated by Berry and three designated by Glatfelter. The chairman will be designated by Glatfelter. Acquired business reported a revenue of $2.2 billion and EBITDA of $290 million for the year ended December 31, 2023. Upon the termination of the RMT Transaction Agreement under specified circumstances, Glatfelter will be required to pay the Company a termination fee of $10 million, or the Company will be required to pay Glatfelter a termination fee of $10 million.
Completion of the Merger is subject to the satisfaction or waiver of certain closing conditions, including, among other things, consummation of the Distribution; approval of the required transactions by Glatfelter’s shareholders; the listing of Glatfelter common stock issuable to holders of Spinco Common Stock on the NYSE; receipt of applicable regulatory approvals, including the expiration or early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other required regulatory approvals; the effectiveness of the registration statements to be filed by Glatfelter and Spinco with the Securities and Exchange Commission (the “SEC”) pursuant to the RMT Transaction Agreement. The Boards of Directors of Berry and Glatfelter have unanimously approved the transaction. As of April 17, 2024, Berry Global Group and Glatfelter achieved regulatory milestone in the proposed transaction. In April, the Company achieved a regulatory milestone with the expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Closing of the transaction is expected to occur in the second half of calendar 2024. The transaction is expected to be leverage neutral to Berry. As of June 25, 2024, under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, the parties have now received all other approvals and clearances under competition and foreign direct investment laws which were conditions to the consummation of the transaction. The transaction is expected to close in the second half of calendar 2024 and is subject to approval by Glatfelter shareholders and completion of the remaining customary closing conditions. As of October 22, 2024, the spin-off and merger of Berrys HHNF Business with Glatfelter are expected to be completed on November 4, 2024, subject to the satisfaction or waiver of the closing conditions for the transaction. As previously announced, in connection with the merger, Glatfelter will effect a reverse stock split and change its name to Magnera Corporation (Magnera). Subject to the satisfaction or waiver of the closing conditions, on November 4, 2024, (1) Berry will distribute all of the shares of stock of its wholly owned subsidiary that owns the HHNF Business (Spinco) to Berry stockholders as of the close of business on the November 1, 2024 record date by means of a pro rata distribution, (2) Spinco will merge into a subsidiary of Magnera, and (3) the shares of Spinco distributed to Berry stockholders will convert into the right to receive Magnera shares. The spin-off and merger remain subject to the satisfaction or waiver of certain conditions including, but not limited to, approval by Glatfelter shareholders of certain matters related to the transactions. If the closing conditions are not satisfied or waived in advance of November 1, 2024, Berry may elect to change the record date to a later date. As of October 23, 2024, Glatfelter’s shareholders have approved all matters relating to the merger of Berry’s Health, Hygiene and Specialties Global Nonwovens and Films business. The transaction is expected to close on November 4, 2024, subject to the satisfaction or waiver of the closing conditions for the transaction. The Board of Directors of Glatfelter approved a final reverse stock split ratio of 1-for-13.
Citigroup Global Markets Inc. and Wells Fargo are serving as financial advisors to Berry, and Bryan Cave Leighton Paisner LLP is serving as legal advisor to Berry. J.P. Morgan Securities LLC is serving as financial advisor and fairness opinion provider to Glatfelter, and Jonathan Newton and Rob Leclerc of King & Spalding LLP are serving as legal advisor. Computershare Trust Company, N.A. acted as transfer agent to Glatfelter. MacKenzie Partners, Inc. acted as proxy solicitor to Glatfelter. Computershare Trust Company, Glatfelter’s transfer agent, is acting as the Exchange Agent for the reverse split. Glatfelter has agreed that it will pay MacKenzie Partners, Inc. a fee of $16,000 plus certain fees and expenses for these services associated with the Glatfelter special meeting. KPMG Corporate Finance LLC acted as financial advisor to Berry and McDermott Will & Emery LLP acted as legal advisor to Glatfelter.
Health, Hygiene and Specialties Global Nonwovens and Films Business of Berry Global Group, Inc. completed the acquisition of Glatfelter Corporation (NYSE:GLT) on November 4, 2024. Berry’s Health, Hygiene and Specialties Global Nonwovens and Films business and Glatfelter Corporation will merge resulting in the creation of Magnera Corporation (NYSE: MAGN). Magnera will begin trading on the NYSE under the new ticker symbol “MAGN” on Tuesday, November 5, 2024.