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 294, 2024

TREASURE ~~HOLDCO~~MERGER SUB II, ~~INC.~~ LLC

(Exact name of registrant as specified in charter)

Delaware	000-56679	99-0807091
(State of incorporation)	(Commission File ~~No.~~Number)	(IRS Employer Identification No.)

~~101~~9335 ~~Oakley~~Harris ~~Street~~Corners Pkwy, Suite 300,

~~Evansville~~Charlotte, ~~Indiana~~North ~~47710~~Carolina 28269

(Address of principal executive offices / Zip Code)

(~~812~~866) ~~424~~744-~~2904~~7380

(Registrant’s telephone number, including area code)

TREASURE HOLDCO, INC.

101 Oakley Street, Evansville, Indiana 47710

(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:

x ¨ Written communications pursuant to Rule 425 under the Securities Act.

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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~~Introductory ~~5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~Note

On ~~October 29~~November 4, 2024 (the “Closing Date”), Treasure Holdco, Inc., a Delaware corporation (“Spinco”), ~~amended~~which, prior ~~its Certificate of Incorporation~~ to ~~increase~~ the ~~total number~~Merger of(as ~~shares~~defined ofbelow), ~~stock~~was ~~that~~a ~~Spinco~~wholly isowned ~~authorized~~subsidiary toof ~~issue~~Berry ~~from~~Global 1Group,~~000~~ toInc. ~~115,500,000~~ (~~the~~ “~~Charter Amendment~~Berry”), ~~all of which~~Magnera ~~are~~Corporation, ~~shares~~a ofPennsylvania ~~Common~~corporation ~~Stock,~~(formerly ~~par~~known ~~value~~as ~~$0.01~~Glatfelter ~~per~~Corporation, ~~share.~~“Magnera”), ~~The~~Treasure ~~Charter~~Merger ~~Amendment~~Sub ~~was~~I, Inc., ~~filed~~a inDelaware ~~connection~~corporation ~~with~~and ~~the~~a ~~planned~~wholly ~~distribution~~owned ~~of all~~subsidiary of ~~the~~Magnera ~~issued~~(“First Merger Sub”), and ~~outstanding~~Treasure ~~shares~~Merger ofSub ~~Spinco’s~~II, LLC, ~~Common~~a ~~Stock~~Delaware tolimited ~~the~~liability ~~holders~~company ofand ~~common~~wholly ~~stock~~owned subsidiary of ~~Berry~~Magnera ~~Global Group, Inc.~~ (“~~Berry~~Second Merger Sub”) inand ~~connection~~together with First Merger Sub, the “Merger Subs”), completed the previously ~~announced~~disclosed ~~combination of~~transactions ~~Berry’s~~contemplated ~~Health,~~by ~~Hygiene~~that ~~and~~certain ~~Specialties~~RMT Transaction ~~Global~~Agreement, ~~Nonwovens~~dated ~~and~~as ~~Films~~of ~~business~~February 6, 2024 (the “~~HHNF~~RMT ~~Business~~Transaction Agreement”) ~~with~~and ~~Glatfelter Corporation,~~certain aother ~~Pennsylvania~~agreements ~~corporation~~in connection ~~(“Glatfelter”),~~with inthe atransactions ~~Reverse~~contemplated ~~Morris~~by ~~Trust~~the ~~transaction~~RMT Transaction Agreement.

~~The~~Specifically, (i) Berry separated the business, ~~foregoing~~operations ~~description~~and activities that constituted the global nonwovens and hygiene films business of Berry (the ~~Charter~~“HHNF ~~Amendment~~Business”) from ~~does~~Berry’s ~~not~~other ~~purport~~businesses pursuant to bewhich ~~complete~~certain assets and isliabilities ~~qualified~~constituting the HHNF Business were transferred pursuant to a separation plan to Spinco, and certain excluded assets and liabilities unrelated to the HHNF Business were transferred to Berry or other non-Spinco subsidiaries of Berry, subject to certain exceptions set forth in ~~its~~the ~~entirety~~Separation byAgreement ~~reference~~(collectively, the “Separation”), (ii) in connection with the Separation, Spinco assumed certain debt of the HHNF Business and made a cash distribution to Berry from the ~~full~~proceeds of the financing by Spinco (the “Special Cash Payment”), (iii) Glatfelter amended its amended and restated ~~text~~Articles of Incorporation (the “Glatfelter Charter”), to, among other things, change its name to “Magnera Corporation”, effect a reverse stock split of all issued and outstanding shares of common stock of Glatfelter, par value $0.01 per share (“Magnerac common stock”) and increase the number of authorized shares of Magnera common stock (the “Charter Amendment”), (iv) thereafter, on the Closing Date, Berry distributed 100% of all of the issued and outstanding shares of common stock, par value $0.01 per share, of Spinco (“Spinco common stock”) to Berry stockholders by way of a ~~copy~~pro rata dividend such that each holder of ~~which~~shares isof ~~attached~~Berry common ~~hereto~~stock, par value $0.01 per share (“Berry common stock”) was entitled to receive one share of Spinco common stock for each share of Berry common stock held as ~~Exhibit~~of the record date, November 3.1, 2024 (the “Spinco Distribution”), and ~~incorporated~~(v) immediately after bythe ~~reference~~Spinco ~~herein~~Distribution, First Merger Sub merged with and into Spinco, with Spinco surviving as a direct wholly owned subsidiary of the Company (the “First Merger”), immediately following which, Spinco merged with and into Second Merger Sub, with Second Merger Sub surviving as a limited liability company and a direct wholly owned subsidiary of the Company (the “Second Merger”, and collectively with the First Merger, the “Merger” and the Merger together with the Separation, Special Cash Payment, Spinco Distribution, and the Charter Amendment, the “Transactions”).

Pursuant to the RMT Transaction Agreement, at the effective time of the First Merger, each issued and outstanding share of Spinco common stock on the Closing Date was automatically converted into the right to receive 0.276305 shares of Magnera common stock. As a result of the completion of the Transactions, holders of Berry Common Stock (as holders of Spinco Common Stock immediately following the Spinco Distribution) own approximately 90% of the outstanding Magnera common stock, on a fully diluted basis.

Item 1.01

Entry into a Material Definitive Agreement.

On the Closing Date, Spinco, as the initial borrower, entered into a Term Loan Credit Agreement with the Borrower (as defined therein) (the “Term Borrower”), the lenders party thereto and Citibank, N.A. as administrative agent and collateral agent for the lenders, which established a term loan facility (the “Term Loan Facility”) in the outstanding principal amount of $785 million that matures in seven years. In connection with the Transactions, Magnera assumed Spinco’s obligations in respect of the Term Loan Facility.

Additionally, on the Closing Date, Spinco, as the initial U.S. borrower, entered into an Asset-Based Revolving Credit Agreement with Magnera (following its assumption of Spinco’s obligations, the “U.S. Borrower”), Glatfelter Gatineau Ltée (the “Canadian Borrower”), Glatfelter Lydney, Ltd., Glatfelter Caerphilly Limited, and Fiberweb Geosynthetics Limited (collectively, the “U.K. Borrowers”), Glatfelter Gernsbach GmbH (the “German Lead Borrower”), certain other German subsidiaries of Magnera (together with the German Lead Borrower, the “German Borrowers”, and together with the U.S. Borrower, the Canadian Borrower and the U.K. Borrowers, the “ABL Borrowers”), the lenders party thereto and Wells Fargo Bank, National Association as administrative agent, collateral agent and U.K. security trustee for the lenders, which established a revolving credit facility (the “Revolving Credit Facility”) in the aggregate amount of $350 million. In connection with the Transactions, Magnera assumed Spinco’s obligations in respect of the Revolving Credit Facility.

On the Closing Date, Magnera also assumed all obligations under $800,000,000 aggregate principal amount of 7.250% senior secured notes due 2031 (the “Notes”) issued by Treasure Escrow Corporation (the “Escrow Issuer”) on October 25, 2024, pursuant to an indenture, dated as of October 25, 2024, between the Escrow Issuer and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and collateral agent, as supplemented by the First Supplemental Indenture, dated as of Closing Date, by and among the Escrow Issuer, Second Merger Sub and the Trustee, and the Second Supplemental Indenture, dated as of Closing Date, by and among Magnera, Second Merger Sub, certain subsidiaries of Magnera and the Trustee (the “Indenture”). Upon such assumption, the Escrow Issuer was released from its obligations under the Notes and the Indenture.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

For additional information regarding the HHNF Business, please refer to the registration statement on Form 10 and the information statement included therein, which Spinco initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 23, 2024 (as amended, the “Registration Statement”), relating to the Berry’s spin-off of Spinco. On October 22, 2024, the Registration Statement became effective. The Registration Statement includes a preliminary information statement that describes the spin-off of Spinco and provides information regarding Berry, Magnera, Spinco and the HHNF business.

The final information statement, dated November 4, 2024 (the “Information Statement”), is attached hereto as Exhibit 99.1. On November 4, 2024, Berry and Spinco made the Information Statement publicly available and began mailing the Information Statement to its stockholders.

The foregoing description is qualified in its entirety by reference to the Information Statement.

Item 2.03

Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Transactions, and effective as of the Spinco Distribution on November 4, 2024, Kevin J. Kwilinski and Mark W. Miles each resigned from their positions as Director of Spinco, and Jason K. Greene resigned from his positions as Director, Executive Vice President, Chief Counsel and Secretary of Spinco.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment to the Certificate of Incorporation of Treasure Holdco, Inc., effective October 29, 2024.
99.1		Information Statement of Treasure Holdco., Inc., dated November 4, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cautionary Statement Concerning Forward-Looking Statements

Statements in this Report that are not historical, including statements relating to the expected timing, completion and effects of the proposed transaction between Berry and Glatfelter, are considered “forward-looking” within the meaning of the federal securities laws and are presented pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “would,” “could,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “outlook,” “anticipates” or “looking forward,” or similar expressions that relate to strategy, plans, intentions, or expectations. All statements relating to estimates and statements about the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction, benefits of the transaction, including future financial and operating results, executive and Board transition considerations, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts are forward-looking statements. In addition, senior management of Berry and Glatfelter, from time to time may make forward-looking public statements concerning expected future operations and performance and other developments.

Actual results may differ materially from those that are expected due to a variety of factors, including without limitation: the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction; the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated or may be delayed; risks that any of the other closing conditions to the proposed transaction may not be satisfied in a timely manner; risks that the anticipated tax treatment of the proposed transaction is not obtained; risks related to potential litigation brought in connection with the proposed transaction; uncertainties as to the timing of the consummation of the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; risks and costs related to the implementation of the separation of the HHNF Business into Spinco, including timing anticipated to complete the separation; any changes to the configuration of the businesses included in the separation if implemented; the risk that the integration of the combined company is more difficult, time consuming or costly than expected; risks related to financial community and rating agency perceptions of each of Berry and Glatfelter and its business, operations, financial condition and the industry in which they operate; risks related to disruption of management time from ongoing business operations due to the proposed transaction; failure to realize the benefits expected from the proposed transaction; effects of the announcement, pendency or completion of the proposed transaction on the ability of the parties to retain customers and retain and hire key personnel and maintain relationships with their counterparties, and on their operating results and businesses generally; and other risk factors detailed from time to time in Glatfelter’s and Berry’s reports filed with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the proxy statement/prospectus and the registration statements filed with the SEC in connection with the proposed transaction. The foregoing list of important factors may not contain all of the material factors that are important to you. New factors may emerge from time to time, and it is not possible to either predict new factors or assess the potential effect of any such new factors. Accordingly, readers should not place undue reliance on those statements. All forward-looking statements are based upon information available as of the date hereof. All forward-looking statements are made only as of the date hereof and neither Berry nor Glatfelter undertake any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Additional Information and Where to Find It

This Report may be deemed to be solicitation material in respect of the proposed transaction between Berry and Glatfelter. In connection with the proposed transaction, Glatfelter filed the Registration Statement with the SEC which was declared effective on September 17, 2024. Glatfelter has also filed a Proxy Statement/Prospectus which was sent to Glatfelter’s shareholders on or about September 20, 2024. In addition, Spinco filed a registration statement on Form 10 in connection with its separation from Berry. This Report is not a substitute for the registration statements, proxy statement/prospectus or any other document which Berry and/or Glatfelter may file with the SEC. STOCKHOLDERS OF BERRY AND GLATFELTER ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE REGISTRATION STATEMENTS, ANY AMENDMENTS OR SUPPLEMENTS THERETO AND PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of the registration statements and Proxy Statement/Prospectus as well as other filings containing information about Berry and Glatfelter, as well as Spinco, without charge, at the SEC’s website, www.sec.gov. Copies of documents filed with the SEC by Berry or Spinco will be made available free of charge on Berry’s investor relations website at ir.berryglobal.com. Copies of documents filed with the SEC by Glatfelter will be made available free of charge on Glatfelter’s investor relations website at www.glatfelter.com/investors.

No Offer or Solicitation

This Report is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to sell, subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. No offer or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~the~~Treasure Merger Sub II, LLC, as successor in interest to the registrant by merger, has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~ hereunto duly authorized.

		TREASURE HOLDCO, INC.
	TREASURE MERGER SUB II, LLC
		(Registrant)
	(as successor in interest to the former Treasure Holdco, Inc.)
Dated: November 4, 2024	By:	/s/ Jason K. Greene
Dated: November 8, 2024	By:	/s/ Jill L. Urey
		Name: Jason K. Greene
	Name:	Jill L. Urey
		Title: General Counsel
	Title:	Secretary

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