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): ~~August~~October 427, 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 51.0201. ~~Departure~~ ofEntry ~~Directors~~into ora ~~Certain~~Material ~~Officers;~~Definitive ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement

~~The~~In ~~Board~~connection ofwith ~~Directors~~the discharge of ~~Clearwater~~its ~~Paper~~obligations ~~Corporation~~under (the ~~“Company”)~~Indenture ~~elected~~(as ~~Sherri~~defined J.below) ~~Baker~~and as the ~~Company’s~~redemption ~~Senior~~of ~~Vice~~the ~~President,~~Notes ~~Chief~~(as ~~Financial~~defined ~~Officer~~below), ~~and~~on ~~designated~~October ~~her~~27, as2023 (the ~~Company’s~~“Closing ~~principal financial officer~~Date”), ~~effective~~Clearwater ~~August~~Paper ~~14,~~Corporation ~~2023. Ms.~~(the ~~Baker~~“Company”) ~~replaces~~entered ~~Rebecca~~into ~~Barckley~~a incredit ~~that~~agreement ~~capacity. Ms.~~with ~~Barckley~~AgWest ~~will~~Farm ~~remain~~Credit, PCA, as ~~Vice~~administrative ~~President,~~agent ~~Corporate~~(the ~~Controller~~“Agent”), and ~~principal~~the ~~accounting~~lenders ~~officer~~party ~~for~~thereto (the ~~Company~~“PCA Credit Agreement”).

The ~~Company~~credit ~~and~~facility ~~Ms.~~provided ~~Baker~~under ~~entered~~the ~~into~~PCA anCredit ~~employment~~Agreement ~~offer~~consists ~~letter~~of ~~providing~~a ~~for,~~revolving ~~among~~term ~~other~~loan ~~things,~~commitment aninitially ~~annual~~in ~~base~~the ~~salary~~amount of $~~520~~270 million,~~000~~ ~~per~~$150 ~~year. Ms.~~million ~~Baker~~of ~~will~~which ~~receive~~was disbursed on the Closing Date in order to pay a ~~competitive~~portion ~~inducement~~of ~~award~~the price associated with the redemption of ~~restricted~~the ~~stock~~outstanding ~~units~~Notes. ~~(“RSUs”)~~The ~~with~~lending commitment under the PCA Credit Agreement is subject to an ~~approximate~~annual ~~value~~reduction of ~~$600,000,~~2% ~~which~~of ~~will~~the ~~fully~~commitments ~~vest~~then in effect. The PCA Credit Agreement matures and the lending obligations thereunder terminate on ~~August~~the 15earlier of October 27, ~~2026~~2028 ~~subject~~and tothe ~~her~~date ~~continued~~that ~~employment~~is ~~with~~91 days prior to the maturity of the Company’s ~~(with~~4.750% ~~pro~~senior ~~rata~~notes ~~vesting~~due ~~upon~~2028, ~~disability~~unless orduring ~~death~~such ~~and~~period ~~full~~of ~~vesting~~time ~~upon~~the anoutstanding ~~involuntary~~principal ~~termination~~amount of ~~employment~~such ~~without~~senior ~~cause~~notes orplus a$50 ~~voluntary~~million ~~termination~~is ~~for~~less ~~“good~~than ~~reason”~~the ~~within~~sum ~~two~~of ~~years~~the ~~after~~Company’s aavailable ~~change~~borrowing ofliquidity ~~control)~~and unrestricted cash. ~~Her~~ ~~2023~~The ~~target~~obligations ~~cash~~of ~~bonus~~the Company under the ~~Company’s~~PCA ~~annual~~Credit ~~incentive~~Agreement ~~award~~are ~~plan~~secured ~~will~~by beliens ~~65%~~on substantially all of ~~her~~the ~~base~~personal ~~salary,~~property ~~prorated~~assets ~~for~~of ~~2023~~the Company and each of its domestic subsidiaries that are guarantors of the PCA Credit Agreement.

~~Ms.~~The ~~Baker~~Company ~~will~~may, ~~participate~~at inits option, prepay and reborrow any borrowings under the ~~Company’s~~PCA ~~existing~~Credit ~~Executive~~Agreement, ~~Severance~~in ~~Plan~~whole or in part, at any time and ~~Change~~from oftime ~~Control~~to ~~Plan~~time ~~for~~without ~~executive~~premium ~~employees~~or penalty (asexcept ~~described~~ in certain circumstances). In addition, the Company’s ~~most~~must ~~recent~~make ~~proxy~~mandatory ~~statement~~prepayments of principal under the PCA Credit Agreement upon the occurrence of certain asset sales (subject to customary reinvestment rights). Any remaining outstanding principal balance under the PCA Credit Agreement is repayable on the maturity date.

~~Ms.~~Under ~~Baker,~~the ~~age~~PCA ~~51,~~Credit ~~has 28 years of experience in accounting~~Agreement, ~~tax~~loans ~~and~~generally ~~finance~~may ~~along~~bear ~~with~~interest ~~executive~~based ~~experience. From~~on ~~February~~SOFR ~~2021~~or tothe ~~September~~Agent’s ~~2022~~fixed ~~Ms.~~rate, ~~Baker~~as ~~was~~applicable, ~~Chief Financial Officer of Hyliion Holdings (NYSE:HYLN)~~plus, ~~a leader~~ in ~~electrified~~each ~~powertrains~~case, ~~for~~an ~~Class~~applicable 8margin ~~semi-trucks and from April 2019 to February 2021 she was Senior Vice President and Chief Financial Officer~~ of ~~PGT~~3.65% ~~Innovations~~per ~~(NYSE:PGTI), a national leader in premium windows and doors~~annum. ~~From~~In ~~2010~~the tocase ~~2019 Ms. Baker was employed by Dean Foods, including from October 2018 to March 2019 as Vice President~~ of ~~Commercial~~the ~~Finance~~$150 ~~and~~million ~~from~~borrowing ~~January~~disbursed ~~2016~~under tothe ~~September~~PCA ~~2018~~Credit asAgreement ~~Vice~~on ~~President~~the ~~Investor~~Closing ~~Relations~~Date, ~~Strategy~~the ~~and~~Company ~~Corporate~~has ~~Finance. From~~selected ~~1997~~a toone-year ~~2010~~fixed ~~Ms.~~rate ~~Baker~~loan ~~was~~that ~~employed~~will bybear ~~Frio-Lay~~interest ~~where~~at ~~she~~an ~~held~~all-in ~~several~~interest ~~finance~~rate ~~leadership~~of ~~roles~~9. Ms13%. ~~Baker~~The ~~received~~PCA ~~both~~Credit aAgreement ~~Bachelor~~contains ofcertain ~~Science~~customary ~~and a Master of Science in Accounting from the University of North Texas~~representations.

~~There~~The ~~are~~PCA noCredit ~~arrangements~~Agreement orcontains ~~understandings~~certain ~~between~~customary ~~Ms.~~representations, ~~Baker~~warranties, and ~~any~~affirmative ~~person~~and ~~other~~negative ~~than~~covenants of the Company ~~pursuant~~and its subsidiaries that restrict the Company’s and its subsidiaries’ ability to ~~which~~take ~~she~~certain ~~was~~actions, ~~appointed~~including, asincurrence ~~Senior~~of ~~Vice~~indebtedness, ~~President~~creation of liens, ~~Chief~~mergers ~~Financial~~or ~~Officer.~~consolidations, ~~There~~dispositions isof noassets, ~~family~~repurchase ~~relationship~~or ~~between~~redemption ~~Ms.~~of ~~Baker~~capital stock and ~~any~~certain ~~director~~types of indebtedness, making certain investments, entering into certain transactions with affiliates or ~~executive~~changing ~~officer~~the nature of the Company’s orbusiness. ~~any~~The ~~person~~obligations ~~nominated~~under orthe ~~chosen~~PCA toCredit ~~become~~Agreement amay ~~director~~be accelerated or ~~executive~~the ~~officer~~commitments terminated upon the occurrence of events of default under the ~~Company.~~PCA ~~Ms.~~Credit ~~Baker~~Agreement, ~~has~~which noinclude ~~direct~~payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations or ~~indirect~~warranties, ~~material~~bankruptcy ~~interest~~and ininsolvency ~~any~~related ~~transaction~~defaults, ~~required~~cross defaults to beother ~~disclosed~~material ~~pursuant~~indebtedness, todefaults ~~Item~~arising ~~404(a)~~in ofconnection ~~Regulation~~with ~~S-K~~changes in control, and other customary events of default.

AOn ~~copy~~the ofClosing Date, the ~~press~~Company ~~release~~also ~~announcing~~entered ~~the~~into ~~appointment~~an amendment of ~~Ms.~~its ~~Baker~~ABL isCredit ~~furnished~~Agreement ~~with~~dated July 26, 2019, among the ~~report~~Company, as ~~Exhibit~~borrower, 99the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.1A. , as administrative agent (as amended, the “ABL Credit Agreement”), the primary purpose of which was to permit the PCA Credit Agreement (the “ABL Amendment”).

~~Item~~The 9foregoing 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 10.011, and the ABL Amendment which is attached hereto as Exhibit 10. ~~Financial~~2, ~~Statements~~each ~~and~~of ~~Exhibits~~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
99.1			Press release issued by Clearwater Paper Corporation, dated August 8, 2023
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.
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.
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 : ~~August~~October 827, 2023

CLEARWATER PAPER CORPORATION


By:			/s/ Michael S. Gadd
			Michael S. Gadd, Corporate Secretary

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