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 27 30, 2023

CLEARWATER PAPER CORPORATION

(Exact name of registrant as specified in its charter)


DE	001-34146	20-3594554
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


601 West Riverside,	Suite 1100	99201
Spokane,	WA
(Address of principal executive offices)		(Zip Code)

(509) 344-5900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name of 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	Trading Symbol(s)	Name of each exchanged on 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 12.0102. Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition.

InOn ~~connection~~October 30, ~~with~~2023, ~~the~~Clearwater ~~discharge~~Paper ofCorporation ~~its~~(the ~~obligations~~“Company”) ~~under~~announced ~~the~~its ~~Indenture~~results ~~(as~~of ~~defined~~operations ~~below)~~ and ~~the~~financial ~~redemption~~condition offor the ~~Notes~~third ~~(as~~quarter ~~defined~~ending ~~below)~~September 30, on2023. A ~~October~~copy ~~27,~~of ~~2023 (~~the ~~“Closing~~press ~~Date”),~~release ~~Clearwater~~containing ~~Paper~~this ~~Corporation~~announcement ~~(the~~is ~~“Company”)~~furnished ~~entered~~as ~~into~~Exhibit a99.1 ~~credit~~hereto. ~~agreement~~In ~~with AgWest Farm Credit~~addition, ~~PCA,~~a ascopy ~~administrative~~of ~~agent (~~the ~~“Agent”),~~Company’s ~~and~~Third ~~the~~Quarter ~~lenders~~Supplemental ~~party~~Information ~~thereto~~is ~~(the~~furnished ~~“PCA~~as ~~Credit~~Exhibit ~~Agreement”)~~99.2 hereto.

~~The~~In ~~credit~~addition ~~facility~~to ~~provided~~disclosing ~~under~~financial ~~the~~results ~~PCA~~calculated ~~Credit~~in ~~Agreement~~accordance ~~consists~~with ofU.S. agenerally ~~revolving~~accepted ~~term~~accounting ~~loan~~principles ~~commitment initially in the amount of $270 million~~(“GAAP”), ~~$150 million of which was disbursed on~~ the ~~Closing~~following ~~Date~~are disclosed in ~~order to pay a portion of~~ the ~~price~~attached ~~associated~~Adjusted ~~with~~EBITDA ~~the~~which ~~redemption of the outstanding Notes. The lending commitment under the PCA Credit Agreement~~ is ~~subject~~defined toas anearnings ~~annual~~before ~~reduction~~interest ofexpense, 2%taxes, ofdepreciation ~~the~~and ~~commitments~~amortization, ~~then~~other inoperating ~~effect.~~credits ~~The PCA Credit Agreement matures~~ and ~~the lending obligations thereunder terminate on the earlier of October 27~~charges, ~~2028~~net and ~~the~~other ~~date~~non-operating ~~that~~items. isAdjusted 91net ~~days~~income ~~prior~~which tois ~~the~~calculated ~~maturity~~by ofexcluding ~~the~~from ~~Company’s~~net ~~4.750% senior notes due 2028~~income, ~~unless~~other ~~during~~operating ~~such~~credits ~~period~~and ofcharges, ~~time~~net, ~~the~~and ~~outstanding~~adjusts ~~principal~~for ~~amount~~a ofnormalized ~~such~~tax ~~senior~~rate. ~~notes~~Adjusted ~~plus~~EBITDA ~~$50 million is less than the sum of the Company’s available borrowing liquidity~~ and ~~unrestricted~~Adjusted ~~cash.~~net ~~The~~income ~~obligations of the Company under the PCA Credit Agreement~~ are ~~secured~~not bya ~~liens~~substitute onfor ~~substantially all of~~ the ~~personal~~GAAP ~~property~~measure ~~assets~~ of ~~the~~net ~~Company~~income ~~and~~or ~~each~~other ofGAAP ~~its~~measures ~~domestic subsidiaries that are guarantors~~ of ~~the~~operating ~~PCA Credit Agreement~~performance.

The Company ~~may,~~discloses atAdjusted EBITDA in the attached because it is used as an important supplemental measure of its ~~option~~performance and believes that similarly-titled measures are frequently used by securities analysts, ~~prepay~~investors and ~~reborrow~~other ~~any~~interested ~~borrowings~~persons ~~under~~in the ~~PCA~~evaluation ~~Credit~~of ~~Agreement~~companies in its industry, some of which present similarly-titled measures when reporting their results. The Company uses Adjusted EBITDA to evaluate its performance as compared to other companies in ~~whole~~its industry that have different financing and capital structures and/or intax ~~part,~~rates. atIt ~~any~~should ~~time~~be noted that companies calculate similarly-titled measures differently and, ~~from~~therefore, ~~time~~as topresented ~~time~~by ~~without~~the ~~premium~~Company ormay ~~penalty~~not ~~(except~~be incomparable ~~certain~~to ~~circumstances)~~similarly-titled measures reported by other companies. In addition, ~~the~~Adjusted ~~Company~~EBITDA ~~must~~has ~~make~~material ~~mandatory~~limitations ~~prepayments~~as ofa ~~principal~~performance ~~under~~measure ~~the~~because ~~PCA~~it ~~Credit~~excludes ~~Agreement~~interest ~~upon~~expense, ~~the~~income ~~occurrence~~tax ofexpense ~~certain~~and ~~asset~~depreciation ~~sales~~and ~~(subject~~amortization towhich ~~customary~~are ~~reinvestment~~necessary ~~rights).~~to ~~Any~~operate ~~remaining~~the ~~outstanding~~Company's ~~principal~~business ~~balance~~or ~~under~~which the ~~PCA~~Company ~~Credit~~otherwise ~~Agreement~~incurred isor ~~repayable~~experienced onin connection with the ~~maturity~~operation ~~date~~of its business.

~~Under~~The ~~the~~Company ~~PCA~~believes ~~Credit~~that ~~Agreement~~adjusted net income, ~~loans~~which ~~generally~~excludes ~~may~~other ~~bear~~operating ~~interest~~credits ~~based~~and oncharges, ~~SOFR~~net, oradjusted ~~the~~for ~~Agent’s~~a ~~fixed~~normalized tax rate, asis ~~applicable,~~a ~~plus,~~useful measure for evaluating our ability to generate earnings and that providing this measure will allow investors to more readily compare the earnings referred to in ~~each~~the ~~case,~~press anrelease ~~applicable~~to ~~margin~~the ofCompany's ~~3.65%~~earnings ~~per~~for ~~annum~~past and future periods. In The Company believes that this measure is particularly useful where the ~~case~~amounts of the ~~$150~~excluded ~~million~~items ~~borrowing~~are ~~disbursed~~not ~~under~~consistent between the ~~PCA~~periods ~~Credit~~presented. ~~Agreement~~It onshould ~~the~~be ~~Closing~~noted ~~Date~~that other companies may present similarly-titled measures differently and, therefore, as presented by the Company ~~has~~may ~~selected~~not abe ~~one~~comparable to similarly-~~year~~titled ~~fixed~~measures ~~rate~~reported ~~loan~~by ~~that~~other ~~will~~companies. ~~bear~~In ~~interest~~addition, atadjusted annet ~~all-in~~income ~~interest~~has ~~rate~~material oflimitations ~~9.13%.~~as ~~The~~a ~~PCA~~performance ~~Credit~~measure ~~Agreement~~because ~~contains~~it ~~certain~~excludes ~~customary~~items ~~representations~~that are actually incurred or experienced in connection with the operations of the Company's business.

The ~~PCA~~information ~~Credit~~in ~~Agreement~~Item ~~contains certain customary representations~~2.02, ~~warranties,~~including ~~and~~Exhibits ~~affirmative~~99.1 and ~~negative~~99.2 ~~covenants~~shall ofnot ~~the~~be ~~Company~~deemed ~~and~~“filed” ~~its~~for ~~subsidiaries~~purposes ~~that restrict the Company’s and its subsidiaries’ ability to take certain actions, including, incurrence~~ of ~~indebtedness,~~Section ~~creation~~18 of ~~liens,~~the ~~mergers~~Securities orExchange ~~consolidations,~~Act ~~dispositions~~ of ~~assets~~1934, ~~repurchase~~as oramended ~~redemption~~(the of“Exchange ~~capital stock and certain types of indebtedness~~Act”), ~~making~~nor ~~certain~~shall ~~investments,~~it ~~entering~~be ~~into~~deemed ~~certain~~incorporated ~~transactions~~by ~~with~~reference ~~affiliates~~in orany ~~changing~~filing ~~the nature of the Company’s business. The obligations~~ under the ~~PCA~~Securities ~~Credit~~Act ~~Agreement may be accelerated or the commitments terminated upon the occurrence~~ of ~~events of default under the PCA Credit Agreement~~1933, ~~which~~as ~~include payment defaults~~amended, ~~defaults~~or in the ~~performance~~Exchange ~~of affirmative and negative covenants~~Act, ~~the~~except ~~inaccuracy~~as ofshall ~~representations~~be orexpressly ~~warranties,~~set ~~bankruptcy~~forth ~~and~~by ~~insolvency~~specific ~~related~~reference ~~defaults, cross defaults to other material indebtedness, defaults arising~~ in ~~connection~~such ~~with changes in control, and other customary events of default~~filing.

OnItem the Closing Date, the Company also entered into an 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, N9.A01., Financial asStatements ~~administrative~~and ~~agent (as amended, the “ABL Credit Agreement”), the primary purpose of which was to permit the PCA Credit Agreement (the “ABL Amendment”).~~Exhibits

The foregoing descriptions of the PCA Credit Agreement and the ABL Amendment are qualified in their entirety by reference to the PCA Credit Agreement which is attached hereto as Exhibit 10.1, and the ABL Amendment which is attached hereto as Exhibit 10.2, each of which is incorporated by reference herein.

Item 1.02. Termination of a Material Definitive Agreement

On the Closing Date, the Company notified the holders of the Company’s existing 5.375% Senior Notes due 2025 (the “Notes”) that the Company elected to redeem all of the currently outstanding $270 million aggregate principal amount of Notes on November 27, 2023 (the “Redemption Date”), in accordance with that certain Indenture dated as of July 29, 2014 (the “Indenture”), by and among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), governing the Notes. Using the proceeds from the PCA Credit Agreement, together with cash on hand and a draw under its revolving credit facility, the Company irrevocably deposited with the Trustee sufficient funds to fund the redemption of the Notes on the Redemption Date. As a result, the Company’s and the guarantors’ obligations under the Indenture have been discharged. In connection with the redemption of the Notes, the Company expects to pay a redemption premium in the amount of $2.7 million plus approximately $4.7 million in accrued but unpaid interest thereon.

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

The description set forth under Item 1.01 of this Form 8-K is incorporated by reference herein in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit Index

Exhibit			Description
10.1			Credit Agreement, dated October 27, 2023, by and among Clearwater Paper Corporation, AgWest Farm Credit, PCA, as administrative agent, and the lenders parties thereto.
99.1			Press release issued by Clearwater Paper Corporation regarding the third quarter ended September 30, 2023 financial results
10.2			Fourth Amendment to the ABL Credit Agreement, dated October 22, 2023 by and among Clearwater Paper Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the lender parties thereto.
99.2			Supplemental financial information for the third quarter ended September 30, 2023
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 : October 2730, 2023

CLEARWATER PAPER CORPORATION

By: /s/ ~~Michael~~Rebecca SA. ~~Gadd~~Barckley ~~Michael~~Rebecca SA. ~~Gadd~~Barckley, Vice President, Corporate ~~Secretary~~Controller (Principal Accounting Officer)

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