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): February 8, 2018

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 7.01 Regulation FD Disclosure.

Chapter 11 Filings

As previously disclosed, on October 1, 2017, Paperweight Development Corp. (the “Company”) and substantially all of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Petitions”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”, and the petitions for relief therein, the “Chapter 11 Filings”).

The Debtors have obtained Bankruptcy Court authorization to jointly administer the Chapter 11 cases (the “Chapter 11 Cases”) under the caption “In re Appvion, Inc., et al.” Case No. 17-12082.

Motion to Approve Sale Procedures

On February 8, 2018, the Debtors filed a motion (the “Motion”) with the Bankruptcy Court for approval of a stalking horse asset purchase agreement bid from a group of the Debtors’ lenders (the “Purchaser”) to acquire substantially all of Appvion’s assets in a sale process under Section 363 of the Bankruptcy Code (such assets, the “Assets” and such sale, the “Asset Sale”).

The agreement with the Purchaser, which is subject to higher or otherwise better offers, provides a total consideration of $325 million plus the assumption of substantial liabilities. Pursuant to Section 363, and subject to Bankruptcy Court approval, Appvion intends to implement bid procedures to allow other qualified bidders the opportunity to submit competing bids through a court-supervised sale process.

The Bankruptcy Court is scheduled to consider the Motion and the proposed bid procedures on March 1, 2018.

The foregoing description of the Motion, including auction process and the Asset Sale, does not purport to be complete and is qualified in its entirety by reference to the Motion and its exhibits, a copy of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

On February 8, 2018, the Company issued a press release relating to the Motion and the Asset Sale, a copy of which is furnished as Exhibit 99.2 hereto and incorporated herein by reference.

Lender Materials

In connection with the Debtor’s preparation of the Motion, and related matters, 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 is making the disclosures included in this Item 7.01, including Exhibits 99.3 - 99.5 to this report, in accordance with that agreement. As part of those discussions, the Debtors’ advisors disclosed certain projections to the Holders. These projections were only intended to provide illustrative relative value based on assumptions of the Debtors’ advisors. These projections should not be construed as having been provided by the Company. The projections do not constitute a proposal, term sheet or offer by the Debtors in connection with its discussions with the Holders.

The information in Exhibits 99.3 -99.5 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 99.3 – 99.5.

The information in this Item 7.01, including Exhibits 99.1 – 99.5, 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 Exhibits 99.3 - 99.5 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, including the Motion 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, including the Asset Sale, 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;

•

the actions and decisions of the Company’s material vendors, suppliers and customers in response to the Chapter 11 Cases; and

•

restrictions on the Debtors due to the terms of the Debtor’s Superpriority Senior Debtor-in-Possession Credit Agreement that the Debtors have entered into in connection with the Chapter 11 Cases and restrictions imposed by the Bankruptcy 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


Exhibit Number		Description

99.1		Motion, filed February 8, 2018 with the Bankruptcy Court

99.2		Press Release, dated as of February 8, 2018

99.3		Financial Update Presentation, dated as of January 10, 2018

99.4		Presentation re Supplemental Information, dated as of January 2, 2018

99.5		Presentation to Secured Noteholders, dated as of December 13, 2017

SIGNATURE

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

Date: February 8, 2018


		PAPERWEIGHT DEVELOPMENT CORP.

By:		/s/ Kevin M. Gilligan
		Kevin M. Gilligan President and Chief Executive Officer
Date:		February 8, 2018

PAPERWEIGHT DEVELOPMENT CORP 8-K