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): January 4, 2010
P. H. Glatfelter Company
(Exact name of registrant as specified in its charter)
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| Pennsylvania
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001-03560
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23 -0628360 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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96 S. George Street, Suite 500, York,
Pennsylvania
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17401 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 717 225 4711
Not Applicable
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Share Purchase Agreement
On January 4, 2010, P. H. Glatfelter Company (the “Company”) and Glatfelter Canada Inc. (“Buyer”),
a wholly owned subsidiary of the Company, entered into a definitive share purchase
agreement (the “Share Purchase Agreement”) with Tricap Management Limited (“Vendor”).
The Share Purchase Agreement provides that, subject to the terms and conditions set forth
therein, Buyer will acquire all of the issued and outstanding shares of Concert Industries Corp.
(“Concert”) from Vendor (the “Transaction”) for C$246.5 million in cash, subject to a
post-closing working capital adjustment. C$15 million of the purchase price (the “Escrow
Amount”) will be deposited by Buyer in an escrow account at closing in order to provide security
for any working capital adjustment and certain indemnification obligations of Vendor under the
Share Purchase Agreement. C$7.5 million of the Escrow Amount (less any amounts paid following the
completion of the post-closing working capital adjustment and any amounts relating to paid or
pending indemnification claims) will be released six months following the closing date, and any
remaining Escrow Amount (less any amounts any amounts relating to paid or pending indemnification
claims) will be released twelve months following the closing date.
In addition, Brookfield Asset Management Inc. has agreed to guarantee: (i) the payment obligations
of Vendor under the indemnification provisions contained in the Share Purchase Agreement up to a
cap of C$10 million; and (ii) the payment of any claims brought by the Company or Buyer against
Vendor for fraud, intentional misconduct or intentional misrepresentation under the Share
Purchase Agreement up to a cap of C$25 million, with an aggregate cap under the guarantee of C$25
million.
The parties have made customary representations and warranties in the Share Purchase Agreement
and are subject to customary pre-closing covenants, including covenants to use their reasonable
best efforts to (i) obtain German regulatory approval and (ii) take such other actions as may be
necessary, proper or advisable in order to consummate the Transaction. The Company has agreed,
among other things, to use its reasonable best efforts to arrange US$100 million of debt
financing in connection with the Transaction on the terms and conditions set forth in a
commitment letter from Credit Suisse and Credit Suisse Securities (USA) LLC (as described below)
or an alternative financing arrangement, provided such alternative financing arrangement does not
impose additional conditions precedent to, or materially delay, the closing. In addition, Vendor
has agreed, among other things: (i) to conduct the Company’s business in the ordinary course between
signing and closing; (ii) not to solicit any competing transactions prior to closing; and
(iii) to assist the Company with its efforts to obtain any debt financing required in connection
with the Transaction.
The Transaction is subject to customary closing conditions, including, among others: (i) the
availability to the Company of up to US$100 million in debt financing; (ii) the absence of any
material adverse change on Concert; (iii) subject to certain exceptions, the accuracy of the
representations and warranties and compliance with the covenants of each party; and (iv) receipt
of German regulatory approval.
Each party will be indemnified for (i) breaches of representations and warranties; and (ii)
non-performance of covenants and agreements. Subject to certain exceptions, the obligations of the
parties to indemnify each other for breaches of representations and warranties survive for 18
months following the closing date and are subject to a cap of C$25 million, a deductible of
C$1.5 million and a de minimis of C$40,000.
The Share Purchase Agreement contains certain termination rights of the parties, including the
right of any party to terminate if the closing has not occurred by March 15, 2010 or, under
certain limited circumstances, by April 30, 2010.
Debt Commitment Letter
The Company entered into a credit facility commitment letter dated January 4, 2010 (the “Debt
Commitment Letter”) with Credit Suisse and Credit Suisse Securities (USA) LLC (together, the
“Arrangers”) pursuant to which the Arrangers have committed to provide the Company a credit facility
in an amount up to US$100 million, on the terms and conditions set forth in the Debt
Commitment Letter.
This commitment is subject to certain customary conditions precedent and the negotiation of a
mutually acceptable credit agreement.
Item 7.01 Regulation FD Disclosure.
On January 5, 2009, the Company issued a press release announcing the
signing of the definitive Share Purchase Agreement. A copy of the
press release is furnished herewith as Exhibit 99.1.
On January 5, 2009, the Company also held a teleconference to discuss
the Transaction. A copy of the transcript from the teleconference is
furnished herewith as Exhibit 99.2.
The information furnished under this Item 7.01 and Exhibits 99.1 and
99.2 to this Current Report on Form 8-K shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall they be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as shall
be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
A copy of the press release, dated January 5, 2010, announcing the
signing of the definitive Share Purchase Agreement
is
furnished
herewith as Exhibit 99.1.
A copy of the transcript from the Company’s teleconference held on
January 5, 2009 to discuss the Transaction is furnished herewith as
Exhibit 99.2.