UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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): May 1 9, 2024

CLEARWATER PAPER CORPORATION

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware	001-34146	20-3594554
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

601 West Riverside Ave., Suite 1100
601 West Riverside Ave., Suite 1100 Spokane, WA		99201
Spokane, WA		99201
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code: (509) 344-5900

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 ~~(see General Instructions A.2. below)~~:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)		Name of each ~~exchangedon~~exchangeon which registered
Common Stock, par value $0.0001 per share		CLW		New York Stock Exchange

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 1 5.0103. ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement.~~or Bylaws; Change in Fiscal Year.

~~AgWest~~(a) ~~Credit~~Approval ~~Agreement~~of Restated Certificate of Incorporation

On February 27, 2024, the ~~Closing~~Board ~~Date~~of Directors (asthe ~~defined below~~“Board”), of Clearwater Paper Corporation (the “Company”) ~~entered~~declared ~~into~~advisable, anand ~~amendment~~recommended ~~and~~to ~~restatement~~the ofCompany’s ~~its~~stockholders ~~credit~~that ~~agreement,~~they ~~dated~~approve ~~October 27~~and adopt, ~~2023~~an byamendment ~~and~~to ~~among~~ the Company,’s ~~AgWest~~Restated ~~Farm~~Certificate ~~Credit,~~of ~~PCA,~~Incorporation ~~as administrative agent~~ (the “~~Agent~~Restated Certificate”), to declassify the Board over a three-year period commencing with the 2025 annual meeting of stockholders and providing for the ~~lenders~~annual ~~party~~election ~~thereto~~of ~~(as~~all ~~amended,~~directors commencing with the ~~“Non-ABL~~2027 ~~Credit~~annual ~~Agreement”)~~meeting of stockholders.

~~The~~On ~~credit facility provided under the Non-ABL Credit Agreement consists of (i)~~May ~~a term revolver loan commitment in the amount of $270 million (the “Term Revolver Facility”)~~9, ~~$150 million of which was disbursed on October 27~~2024, ~~2023~~at ~~and $120 million of which was drawn after giving effect to~~ the ~~closing~~Company’s of2024 ~~the~~Annual ~~Transaction~~Meeting ~~(as defined below) (ii) a term loan commitment in the amount~~ of ~~$400 million~~Stockholders (the “~~Farm~~Annual ~~Credit Term Loan Facility~~Meeting”), ~~which was fully drawn after giving effect to~~ the ~~closing~~Company’s ofstockholders ~~the~~approved ~~Transaction and (iii) a term loan commitment in~~ the ~~amount~~Restated ofCertificate. ~~$90 million~~The ~~(the~~Restated ~~“Commercial~~Certificate ~~Bank~~became ~~Term~~effective ~~Loan~~upon ~~Facility”~~filing ~~and together~~ with the ~~Farm~~Secretary ~~Credit~~of ~~Term~~State ~~Loan Facility, collectively, the “Term Loan Facilities”), which was fully drawn after giving effect to the closing~~ of the ~~Transaction.~~State ~~The Company may also increase commitments under the Term Revolver Facility in an aggregate principal amount~~ of upDelaware toon ~~$60~~May ~~million~~10, ~~subject to obtaining commitments from any participating lender and certain other conditions~~2024. The proceeds from the Closing Date borrowings under the Non-ABL Credit Agreement were used by the Company to finance the Transaction; to pay fees and expenses in connection with the Non-ABL Credit Agreement; and for working capital purposes.

The ~~lending~~material ~~commitment~~features ~~under the Term Revolver Facility is subject to an annual reduction~~ of ~~2% of~~ the ~~commitments~~Restated ~~then~~Certificate inare ~~effect.~~described ~~The Non-ABL Credit Agreement matures and the lending obligations under the Term Revolver Facility terminate on the earlier of (i)~~ in the ~~case~~Company’s ofproxy ~~the~~statement ~~Term~~filed ~~Revolver~~with ~~Facility and~~ the ~~Commercial~~SEC ~~Bank~~on ~~Term Loan Facility, May~~March 129, ~~2029,~~2024 (~~ii) in~~ the ~~case~~“Proxy ~~of the Farm Credit Term Loan Facility, May 1, 2031 and (iii~~Statement”) ~~and~~ ~~the~~in ~~date that is 91 days prior to~~ the ~~maturity~~section oftitled ~~the~~“Proposal ~~Company’s~~ 4~~.750%~~ ~~senior~~– ~~notes~~Approval ~~due~~and ~~2028,~~Adoption ~~unless during such period~~ of ~~time~~Restated ~~the~~Certificate ~~outstanding principal amount~~ of ~~such~~Incorporation ~~senior~~to ~~notes~~Declassify ~~plus~~the ~~$50 million~~Board,” which is ~~less~~incorporated ~~than~~herein ~~the~~by ~~sum~~reference. ofSuch ~~the~~description, ~~Company’s available borrowing liquidity~~ and ~~unrestricted~~the ~~cash.~~foregoing ~~The~~description ~~obligations~~ of the ~~Company~~Restated ~~under~~Certificate, ~~the~~are ~~Non-ABL~~each ~~Credit~~qualified ~~Agreement~~in ~~are~~their ~~secured~~entirety by ~~liens~~reference onto ~~substantially all of~~ the ~~personal~~full ~~property~~text ~~assets~~ of the ~~Company~~Restated ~~and~~Certificate, ~~each~~a copy of ~~its~~which ~~domestic~~is ~~subsidiaries~~attached ~~that~~hereto ~~are~~as ~~guarantors~~Exhibit of3.1 ~~the~~and ~~Non-ABL~~incorporated ~~Credit~~herein ~~Agreement~~by reference.

~~The~~Approval Company may, at its option, prepay and reborrow any borrowings under the Term Revolver Facility, in whole or in part, at any time and from time to time without premium or penalty (except in certain circumstances). In addition, the Company must make mandatory prepayments of ~~principal~~Amended under the Term Revolver Facility upon the occurrence of certain asset sales (subject to customary reinvestment rights). Pursuant to the Non-ABL Credit Agreement, the Company is required to repay the aggregate outstanding principal amount of the borrowings under the Term Loan Facilities in quarterly installments on the last day of each March, June, September and ~~December,~~Restated ~~commencing~~Bylaws on the first day of the third full fiscal quarter after the Closing Date, and ending with the last such day to occur prior to the maturity date, in an aggregate amount equal to (i) in the case of the Farm Credit Term Loan Facility, $2.0 million on each such payment date and (ii) in the case of the Commercial Bank Term Loan Facility, in an amount equal to (x) $562.5 thousand for any such payment date occurring on or prior to the first anniversary of the Closing Date, (y) $1.125 million for any such payment date occurring after the first anniversary of the Closing Date and on or prior to the fourth anniversary of the Closing Date and (z) $1.6875 million for any such payment date occurring after the fourth anniversary of the Closing Date. The Company may, at its option, prepay any borrowings under the Term Loan Facilities, in whole or in part, at any time and from time to time without premium or penalty. In addition, the Company must make mandatory prepayments of principal under the Term Loan Facilities upon the occurrence of certain specified events, including certain asset sales (subject to customary reinvestment rights), debt issuances not permitted under the Non-ABL Credit Agreement, and of 50% of its quarterly excess cash flows, less any voluntary prepayments of the Term Loan Facilities. Amounts repaid or prepaid by the Company with respect to the Term Loan Facilities cannot be reborrowed. Any remaining outstanding principal balance under the Non-ABL Credit Agreement is repayable on the maturity date.

~~Under~~On ~~the~~February 27, ~~Term Revolver Facility and the Farm Credit Term Loan Facility~~2024, ~~loans generally may bear interest based on SOFR or~~ the ~~Agent’s~~Board ~~fixed~~approved ~~rate,~~conforming asamendments ~~applicable, plus, in each case, an applicable margin that (i) prior~~ to ~~repayment in full of~~ the ~~Term~~Amended ~~Loan Facilities, may vary between 2.25% per annum~~ and ~~4.75%~~Restated ~~per~~Bylaws ~~annum~~of ~~based on~~ the Company’s ~~consolidated leverage ratio~~ (asthe ~~defined~~“Restated ~~under and calculated in accordance with Non-ABL Credit Agreement~~Bylaws”), ~~and~~contingent ~~(ii) with~~upon ~~respect~~stockholder toapproval ~~the Term Revolver Facility and after payment in full~~ of the ~~Term~~Restated ~~Loan~~Certificate. ~~Facilities,~~The isRestated ~~3.65%~~Bylaws ~~per~~became ~~annum.~~effective Inupon the ~~case~~approval of the ~~$150 million~~Restated ~~borrowing~~Certificate ~~disbursed~~by ~~under~~ the ~~Term Revolver Facility on October 27, 2023, the~~ Company’s ~~previously~~stockholders ~~selected a one-year fixed rate loan bearing interest~~ at anthe ~~all-in~~Annual ~~interest rate of 9~~Meeting.~~13%.~~ ~~Under~~The ~~the~~Restated ~~Commercial~~Bylaws: ~~Bank~~(1) provide ~~Term~~that ~~Loan~~any ~~Facility,~~director ~~loans generally~~ may ~~bear~~be ~~interest~~removed ~~based~~from onoffice ~~SOFR~~at orany atime ~~base~~prior ~~rate,~~to asthe ~~applicable,~~expiration ~~plus,~~of ~~in each case~~his, anher ~~applicable~~or ~~margin~~their ~~that~~term ~~(x) in the case~~ of ~~SOFR loans~~office, ~~may~~with ~~vary~~or ~~between~~without ~~1.75%~~cause; ~~per annum~~ and ~~4.25% per annum based on the Company’s consolidated leverage ratio and~~ (y2) inincorporate ~~the~~certain ~~case~~conforming ~~of base rate loans, may vary between 0~~changes.~~75%~~ ~~per annum and 3.25% per annum, in each case, based on the Company’s consolidated leverage ratio.~~

~~From~~The ~~the~~foregoing ~~Closing~~description ~~Date~~of ~~until~~ the ~~Company’s~~Restated ~~consolidated~~Bylaws ~~leverage ratio~~ is ~~less~~qualified ~~than~~in orits ~~equal~~entirety toby ~~3.25~~reference to ~~1.00 and~~ the ~~Company’s~~full ~~debt~~text ~~to capitalization ratio is less than or equal to 60%, in each case, for four consecutive fiscal quarters (or as~~ of the ~~end~~Restated ~~of a quarter~~Bylaws, ~~if earlier, if~~ a ~~disposition~~copy isof ~~consummated~~ which ~~results~~is inattached ~~indebtedness~~hereto ~~being~~as ~~reduced~~Exhibit by3.2 atand ~~least~~incorporated ~~$200~~herein ~~million)~~by ~~the~~reference. ~~Company must~~

2Item 5.07. Submission of Matters to a Vote of Security Holders.

~~maintain~~The ~~the~~matters ~~following~~listed ~~financial~~below ~~covenants:~~were ~~(i) a~~submitted ~~maximum~~to ~~consolidated~~a ~~leverage~~vote ~~ratio~~of ~~not greater than (x) commencing with~~ the ~~first~~stockholders ~~fiscal quarter ending~~ at ~~least fifteen (15) months after~~ the ~~Closing~~Annual ~~Date~~Meeting ~~and~~through ~~until~~ the ~~fiscal~~solicitation ~~quarter~~of ~~ending immediately prior to the first fiscal quarter ending at least twenty-four (24) months after the Closing Date~~proxies, ~~4.50 to 1.00,~~ and ~~(y) commencing with~~ the ~~first~~proposals ~~fiscal~~are ~~quarter~~described ~~ending~~in ~~at least twenty-four (24) months after~~ the ~~Closing~~Proxy ~~Date and thereafter, 4~~Statement.00 toThe ~~1.00;~~certified ~~and~~results ~~(ii) a~~of ~~minimum current ratio (as defined under and calculated in accordance with Non-ABL Credit Agreement) not less than 1.25 to 1.00. In addition, until~~ the ~~Commercial~~stockholder ~~Bank~~vote ~~Term~~are ~~Loan~~as ~~Facility~~follows: is paid in full, the Company must maintain a maximum debt to capitalization ratio no greater than (1) commencing with the first fiscal quarter ending after the Closing Date and until the fiscal quarter ending immediately prior to the first fiscal quarter ending at least twenty-four (24) months after the Closing Date, 70%, (2) commencing with the first fiscal quarter ending at least twenty-four (24) months after the Closing Date and until the fiscal quarter ending immediately prior to the first fiscal quarter ending at least forty-eight (48) months after the Closing Date, 65%, and (3) commencing with the first fiscal quarter ending at least forty-eight (48) months after the Closing Date and thereafter, 60%.

~~The~~Proposal ~~Non-ABL~~1 ~~Credit~~– ~~Agreement~~Election ~~contains certain customary representations, warranties, and affirmative and negative covenants~~ of ~~the~~Directors Company and its subsidiaries that restrict the Company’s and its subsidiaries’ ability to take certain actions, including, incurrence of indebtedness, creation of liens, mergers or consolidations, capital expenditures, dispositions of assets, repurchase or redemption of capital stock and certain types of indebtedness, making certain investments, entering into certain transactions with affiliates or changing the nature of the Company’s business. The obligations under the Non-ABL Credit Agreement may be accelerated or the commitments terminated upon the occurrence of events of default under the Non-ABL Credit Agreement, which include payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations or warranties, bankruptcy and insolvency related defaults, cross defaults to other material indebtedness, defaults arising in connection with changes in control, and other customary events of default.

~~ABL~~The ~~Credit~~following ~~Agreement~~individuals were elected to serve as Class I Directors to hold office until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:

On the Closing Date, the Company also entered into an amendment (the “ABL Amendment”) of its ABL Credit Agreement dated July 26, 2019, among the Company, as borrower, the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, the “ABL Credit Agreement”), the primary purpose of which was to permit the Transaction and entry into the Non-ABL Credit Agreement. In connection with the ABL Amendment, among other things, the maximum commitment of the lenders (subject to borrowing base limitations) under the ABL Credit Agreement was increased from $275 million to $375 million, $120 million of which was outstanding after giving effect to the closing of the Transaction and $3.7 million of which was utilized for outstanding but undrawn letters of credit. In addition, pursuant to the ABL Amendment, the debt, liens and dispositions covenants were amended.


Nominee	For		Against		Abstain		Broker Non-Votes
John J. Corkrean		13,146,234		245,462		11,464		1,716,084
Arsen S. Kitch		13,212,079		178,005		13,076		1,716,084
Alexander Toeldte		12,728,329		671,654		3,177		1,716,084

~~The~~Proposal ~~foregoing~~2 ~~description~~– Ratification of the ~~Non-ABL~~Appointment ~~Credit~~of ~~Agreement and the ABL Amendment are qualified in their entirety by reference to the Non-ABL Credit Agreement which is attached hereto as Exhibit 10.1~~KPMG, ~~and~~LLP ~~the ABL Amendment which is attached hereto~~ as ~~Exhibit~~Our ~~10.2,~~Independent ~~each~~Registered ofPublic ~~which~~Accounting isFirm ~~incorporated~~for by2024 ~~reference herein.~~

~~Item 2.01.~~The ~~Completion~~stockholders ratified the appointment of ~~Acquisition~~KPMG, orLLP ~~Disposition~~as ofthe ~~Assets.~~Company’s independent registered public accounting firm for 2024:

As previously disclosed in the Company’s Current Report on Form 8-K filed on February 21, 2024, on February 20, 2024, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Graphic Packaging International, LLC (“GPK”), a wholly owned subsidiary of Graphic Packaging Holding Company.


For	Against	Abstain
14,918,834	197,018	3,392

~~The~~Proposal ~~closing~~3 of– ~~the~~Advisory ~~transactions~~Vote ~~contemplated by the Purchase Agreement occurred on May 1, 2024 (the “Closing Date”). Pursuant~~ to ~~the~~Approve ~~Purchase~~Named ~~Agreement,~~Executive onOfficer ~~the~~Compensation Closing Date, the Company acquired certain assets of GPK’s consumer packaging business operating out of GPK’s paperboard mill and associated facilities in Augusta, Georgia (the “Mill Facility”) composed of the manufacturing, marketing and/or sale of paperboard produced at the Mill Facility (such acquisition and related transactions contemplated by the Purchase Agreement, the “Transaction”). On the Closing Date, the Company paid approximately $700 million in cash, subject to adjustments for inventory and other assets.

The ~~foregoing~~compensation ~~description~~ of the ~~Purchase~~named ~~Agreement~~executive ~~and~~officers ~~the~~as ~~Transaction~~disclosed ~~does not purport to be complete and is qualified~~ in ~~its~~the ~~entirety~~Company’s byProxy ~~reference~~Statement pursuant to ~~the~~Item ~~full~~402 ~~text~~ of ~~the~~Regulation ~~Purchase~~S-K ~~Agreement, which~~ was ~~filed~~approved, ~~as Exhibit 2.1 to the Company’s Current Report~~ on ~~Form~~an ~~8-K~~advisory ~~filed on February 21~~basis, ~~2024~~by ~~and~~the isstockholders ~~incorporated~~as ~~herein~~follows: ~~by reference.~~

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

For

Against

Abstain

Broker

Non-Votes

12,756,520

624,658

21,982

1,716,084

~~The description set forth under Item~~ 1~~.01~~ ~~of this Form 8-K is incorporated by reference herein in its entirety.~~

3Proposal 4 – Approval and Adoption of Restated Certificate of Incorporation to Declassify the Board

The amendment to the Restated Certificate of Incorporation of Clearwater Paper Corporation to declassify the Board as disclosed in the Company’s Proxy Statement was approved by the stockholders as follows:

For

Against

Abstain

Broker

Non-Votes

13,243,200

92,151

67,809

1,716,084

Item 9.01.

Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired

The Company intends to file an amendment to this Form 8-K, to provide the financial statements required pursuant to this Item 9.01(a), within seventy-one (71) calendar days after the date on which this Form 8-K was required to be filed.

(b) Pro forma financial information

The Company intends to file an amendment to this Form 8-K, to provide the pro forma financial information required pursuant to this Item 9.01(b), within seventy-one (71) calendar days after the date on which this Form 8-K was required to be filed.

(d)	Exhibit Index

Exhibit		Description
2.1		Asset Purchase Agreement, dated February 20, 2024, by and between Graphic Packaging International, LLC and Clearwater Paper Corporation. Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 21, 2024 and incorporated herein by reference.
3.1		Restated Certificate of Incorporation of Clearwater Paper Corporation.
10.1		Amended and Restated Credit Agreement, dated May 1, 2024, by and among Clearwater Paper Corporation, AgWest Farm Credit, PCA, as administrative agent, and the lenders party thereto.
3.2		Amended and Restated Bylaws of Clearwater Paper Corporation.
10.2		Fifth Amendment to ABL Credit Agreement and Omnibus Amendment, dated May 1, 2024, by and among Clearwater Paper Corporation, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL).
104		Cover Page Interactive Data file (formatted as Inline XBRL).

SIGNATURES

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: May 115, 2024

CLEARWATER PAPER CORPORATION By: /s/ ~~Michael~~Marc SD. ~~Gadd~~Rome ~~Michael~~Marc SD. ~~Gadd~~Rome, Assistant Corporate Secretary

Filing Compare · Clearwater Paper Corp