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): ~~October~~November 3122, 2017

PAPERWEIGHT DEVELOPMENT CORP.

(Exact name of registrant as specified in its charter)

Delaware

333-82084-01

39-2014992

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

825 East Wisconsin Avenue, P.O. Box 359,

Appleton, Wisconsin 54912-0359

(Address of principal executive offices) (zip code)

920-734-9841

(Registrant’s telephone number, including area code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

~~DIP~~Chapter ~~Financing~~11 Filings

OnAs previously disclosed, on October 311, 2017, Paperweight Development Corp. (the “Company”) and ~~Appvion,~~substantially ~~Inc.~~all ~~(“Appvion”)~~of ~~entered~~its ~~into~~direct ~~the~~and ~~second amendment~~indirect subsidiaries (collectively, the “~~Second Amendment~~Debtors”) tofiled ~~its~~voluntary ~~existing~~petitions ~~Superpriority~~for ~~Senior~~relief ~~Debtor-in-Possession Credit Agreement~~ (the “~~DIP~~Bankruptcy ~~Facility~~Petitions”), ~~dated~~under ~~October 2,~~Chapter ~~2017, by~~11 ~~and~~of ~~among,~~Title ~~Appvion,~~11 ~~the~~of ~~Company,~~ the ~~lenders~~United ~~party~~States ~~thereto,~~Code (the ~~backstop~~“Bankruptcy ~~party~~Code”) ~~thereto,~~in ~~Wilmington~~the ~~Trust,~~United ~~National~~States ~~Association,~~Bankruptcy Court asfor ~~administrative~~the ~~agent,~~District ~~and~~of ~~PJT~~Delaware ~~Partners~~(the ~~LP,~~“Bankruptcy ~~as lead arranger~~Court”, asand ~~amended by~~ the ~~First~~petitions ~~Amendment~~for ~~thereto~~relief therein, ~~dated~~the as“Chapter ~~of October 18,~~11 ~~2017~~Filings”).

The Debtors ~~Second~~have ~~Amendment~~obtained ~~amended~~Bankruptcy ~~the~~Court ~~DIP~~authorization ~~Facility in order~~ to ~~(i) provide~~jointly ~~for~~administer ~~a potential letter of credit and P-card facility, (ii) provide for syndication of certain loans, (iii) permit prepayments upon an event of default with~~ the ~~proceeds~~Chapter of11 acases ~~new debtor-in-possession credit facility provided at least in part by Appvion’s second-lien noteholders, subject to a prepayment penalty and an exit fee,~~ (~~iv) extend certain bankruptcy case milestone dates, (v) eliminate~~ the ~~grace~~“Chapter ~~period~~11 ~~on events of default related to failure to comply with certain bankruptcy-related covenants, and (vi~~Cases”) ~~provide~~ ~~that, after the occurrence of an event of default~~ under the ~~DIP~~caption ~~Facility,~~“In ~~Appvion’s~~re ~~second lien noteholders and approved third-parties will have the right to purchase all of the obligations then outstanding under the DIP Facility; provided~~Appvion, ~~that if any prepetition first lien obligations remain outstanding~~Inc., ~~the~~et ~~obligations~~al.” ~~purchased by the second lien holders will be subordinate to such prepetition first lien obligations~~Case No. 17-12082.

~~The foregoing~~Updated ~~summary~~Financial ofProjections the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The Company, in conjunction with its advisors, continues to work with its lender constituencies towards a comprehensive restructuring. As previously disclosed by the Company in its Current Report on Form 8-K dated October 1, 2017 (“Prior 8-K”), prior to the Chapter 11 Filings, the Company entered into confidential discussions with, and provided certain confidential information regarding the Debtors to, certain holders of debt of the Company and its subsidiaries (the “Holders”). In connection with those discussions, the Company agreed with the Holders to provide such information publicly and such information was filed as Exhibits 99.2-99.9 to the Prior 8-K. As negotiations with the lender constituencies have continued, the Company has agreed with the Holders to make certain updated financial projections publicly available and is therefore making the disclosures included in this Item 7.01, including Exhibit 99.1 to this report, in accordance with that agreement. The updated financial projections reflect adjustments to the financial projections provided in the Prior 8-K based on the Company’s experience and results of operations since the Chapter 11 Filings and revised outlook for fiscal 2017 and fiscal 2018, which supersede and replace the financial projections in the Prior 8-K.

Third Quarter Financial Information

Additionally, as previously disclosed by the Company in its NT Form 10-Q filed with the SEC on November 15, 2017, due to the demands on the Company’s management as a result of the Chapter 11 Cases, the Company is unable to timely file its Form 10-Q for the fiscal quarter ended October 1, 2017. However, the Company has agreed with the Holders to make publicly available certain estimated financial information of the Company as set forth on Exhibit 99.2 to this report. This unaudited financial information is preliminary, based upon the Company’s estimates and is subject to adjustments.

The information in Exhibits 99.1 and 99.2 includes certain unaudited financial data that is preliminary and may change, as well as certain financial projections. While presented with numerical specificity, the financial projections are approximations based upon a variety of estimates and assumptions subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond the Company’s control. Actual results may vary materially from those presented. The financial information and financial projections have not been audited and are not presented in accordance with GAAP. The Company believes that the financial projections have been prepared on a reasonable basis, reflecting its best estimates and assumptions. However, because this information is highly subjective, it should not be relied on as indicative of future results. As a result of the foregoing considerations and other limitations, including those described below under “Forward-Looking Statements,” you are cautioned not to place undue reliance on the financial data included in this Item 7.01, including Exhibits 99.1 and 99.2.

The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in filings under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Non-GAAP Information

The information in Exhibit 99.1 includes certain financial measures not prepared in accordance with GAAP, including “Adjusted EBITDA.” The Company is providing Adjusted EBITDA information, which is defined as net income (loss) of the Company determined in accordance with all applicable and effective U.S. GAAP, before interest income or expense, income taxes, depreciation, amortization, certain income and expenses and noncash

items for the applicable period, as a complement to GAAP results. Adjusted EBITDA is a measure commonly used by management and investors as a measure of leverage capacity, debt service ability and liquidity. Adjusted EBITDA is not considered a measure of financial performance under GAAP, and the items excluded from Adjusted EBITDA are significant components in understanding and assessing the Company’s financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to, or superior to, such GAAP measures as net income (loss), cash flows provided by or used in operating, investing, or financing activities or other financial statement data presented in the Company’s consolidated financial statements as an indicator of financial performance or liquidity. Since Adjusted EBITDA is not a measure determined in accordance with GAAP and is susceptible to varying calculations, Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies.

You are encouraged to evaluate each adjustment and to consider whether the adjustment is appropriate. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future, the Company may incur expenses similar to the adjustments included in the presentation of Adjusted EBITDA. The Company believes that the supplemental adjustments applied in calculating Adjusted EBITDA are reasonable and appropriate to provide additional information to investors. The Company also believes that Adjusted EBITDA is a useful measurement tool for assessing its ability to meet its future debt service, capital expenditures, and working capital requirements.

Forward-Looking Statements

In this report, all statements that are not purely historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts” or similar expressions. These statements are not guarantees of results, and actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative, that could cause material impacts on the Company’s historical or anticipated financial results. Although the Company believes that in making any such forward-looking statement its expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and is qualified in its entirety by reference to the discussion of risk factors under “Risk Factors” and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by the Company and the following important factors, among others, that could cause actual results to differ materially from those projected in such forward-looking statements:

•

the Debtors’ ability to obtain the approval of the Bankruptcy Court with respect to motions filed in the Chapter 11 Cases and the outcomes of Bankruptcy Court rulings and the Chapter 11 Cases in general;

•

the effectiveness of the overall restructuring activities pursuant to the Chapter 11 Filings and any additional strategies that the Debtors may employ to address their liquidity and capital resources;

• the actions and decisions of creditors, regulators and other third parties that have an interest in the Chapter 11 Cases; ~~and~~

• ~~restrictions on~~ the ~~Debtors~~actions ~~due~~and todecisions ~~the terms~~ of ~~any~~the ~~debtor-in-possession~~Company’s ~~credit~~material ~~facility~~vendors, ~~that~~suppliers ~~the~~and ~~Debtors~~customers ~~may enter into~~ in ~~connection~~response ~~with~~to the Chapter 11 Cases; and ~~restrictions imposed by the Bankruptcy Court.~~

~~Many~~• ofrestrictions ~~these~~on ~~factors are beyond~~ the ~~Company’s~~Debtors ~~ability~~due to ~~control~~ ~~or predict. Given these uncertainties, you should not place undue reliance on~~ the ~~forward-looking~~terms ~~statements. All such statements speak only as~~ of the ~~date~~Debtor’s ~~made,~~Superpriority ~~and~~Senior ~~the~~Debtor-in-Possession ~~Company~~Credit ~~disclaims~~Agreement ~~any~~that ~~obligation~~the toDebtors ~~update~~have orentered ~~revise~~into ~~publicly~~in ~~any forward-looking~~connection ~~statements,~~with ~~whether~~the asChapter a11 ~~result~~Cases ofand ~~new~~restrictions ~~information,~~imposed ~~future~~by ~~events~~the orBankruptcy ~~otherwise~~Court.

Many of these factors are beyond the Company’s ability to control or predict. Given these uncertainties, you should not place undue reliance on the forward-looking statements. All such statements speak only as of the date made, and the Company expressly disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber		Description
10.1		Second Amendment to Superpriority Senior Debtor-in-Possession Credit Agreement, dated as of October 31, 2017, by and among Appvion, as the Borrower, the Company, as Holdings, and Wilmington Trust, National Association, as Administrative Agent and the other Lenders party thereto.
99.1		2017 / 2018 Forecast Update, dated as of November 2017.
99.2		Certain Financial Information for the Quarter Ended October 1, 2017

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~the~~each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 622, 2017

~~PAPERWEIGHT DEVELOPMENT CORP.~~		PAPERWEIGHT DEVELOPMENT CORP.
~~By:~~	~~/s/ Kevin M. Gilligan~~By:	/s/ Kevin M. Gilligan
	Kevin M. Gilligan President and Chief Executive Officer
		Kevin M. Gilligan
Date:	November 6, 2017
		President and Chief Executive Officer
	Date:	November 22, 2017

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