Supplement dated October 21, 2024 to Information Statement

Exhibit 99.1

Supplement dated October 21, 2024

to Information Statement

As previously disclosed, Xxxxxxxxxx Corporation, a Pennsylvania corporation (“Xxxxxxxxxx”), entered into certain definitive agreements (the “Transaction Agreements”) with Xxxxx Global Group, Inc., a Delaware corporation (“Xxxxx”), and certain of their respective subsidiaries, which provide for a series of transactions, including the spinoff of the global nonwovens and hygiene films business (the “HHNF Business”) of Xxxxx and subsequent merger of the HHNF Business with and into a subsidiary of Glatfelter (collectively, the “Transactions”). In connection with the Transaction Agreements, Xxxxxxxxxx filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which included a preliminary proxy statement/prospectus on August 23, 2024, as amended (the “Registration Statement”), which was declared effective on September 17, 2024, and a proxy statement/prospectus on September 19, 2024, which was subsequently supplemented on October 11, 2024(the “Proxy Statement/Prospectus”). The Proxy Statement/Prospectus was first mailed to Xxxxxxxxxx’x shareholders on September 20, 2024.

This Supplement (“Supplement”) to the Information Statement discloses certain additional information and updates certain information with respect to the Registration Statement and the Proxy Statement/Prospectus, which is included as an information statement with the Registration Statement on Form 10 (as supplemented, superseded, or otherwise modified by this Supplement, the “Information Statement”) filed by Treasure Holdco, Inc. (“Registrant” or “Spinco”).

The following information supplements the Information Statement and should be read in conjunction with the Information Statement, which should be read in its entirety.  To the extent that information in this Supplement differs from or updates information contained in the Registration Statement or the Proxy Statement/Prospectus, the information contained in this Supplement supersedes the information contained in the Registration Statement and the Proxy Statement/Prospectus. The information contained in this Supplement is incorporated by reference into the Information Statement. All page references in this Supplement are to pages of the Proxy Statement/Prospectus, and all capitalized terms used but not otherwise defined in this Supplement shall have the meanings ascribed to such terms in the Proxy Statement/Prospectus.

Certain Tax Matters

On October 21, 2024, Xxxxxxxxxx and Xxxxx waived the conditions to closing the Transactions relating to the IRS Ruling regarding the intended tax treatment of the Transactions. In addition, Xxxxxxxxxx and Xxxxx waived the condition to closing the Transactions relating to the delivery of opinions from tax counsel, although the agreements governing the Transactions still provide for the delivery of tax opinions at the closing of the Transactions (including an opinion to the effect that the Spinco Distribution will qualify as a tax-free distribution to Xxxxx stockholders). Xxxxx believes that, in the event that the Spinco Distribution was determined to be taxable to Xxxxx, the taxable gain recognized by Xxxxx, if any, would be immaterial based on Xxxxx’x adjusted tax basis in the HHNF Business.

Also on October 21, 2024, Xxxxxxxxxx, Xxxxx and Xxxxxx entered into an amendment to the Tax Matters Agreement. The amendment makes certain changes to take into account the parties’ waiver of the conditions to closing of the Transactions relating to (i) the delivery of opinions from tax counsel and (ii) the IRS Ruling regarding the intended tax treatment of the Transactions, as well as to clarify the parties’ respective liabilities for Transaction Taxes.

Material U.S. Federal Income Tax Consequences

The portion of the section entitled “Material U.S. Federal Income Tax Consequences” beginning on page 215 of the Proxy Statement/Prospectus and ending before the sub-section entitled “—Consequences of the Reverse Stock Split and Merger to U.S. Holders of Xxxxxxxxxx common stock” is hereby amended and restated to read as set forth below:

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following are the material U.S. federal income tax consequences (i) of the Spinco Distribution and the Merger to U.S. Holders (as defined below) of Xxxxx common stock, and (ii) of the reverse stock split and the Merger to U.S. Holders of Xxxxxxxxxx common stock. This discussion is based on the Code, applicable Treasury regulations, administrative interpretations and court decisions as in effect as of the date of this document, all of which may change, possibly with retroactive effect. For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Xxxxx common stock or Xxxxxxxxxx common stock, as applicable, that is for U.S. federal income tax purposes:

· an individual who is a citizen or resident of the United States;

· a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state therein or the District of Columbia;

· an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

· a trust if (1) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) the trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.

This discussion assumes that U.S. Holders of Xxxxx common stock or Xxxxxxxxxx common stock, as applicable, hold such stock as a capital asset for tax purposes (generally, assets held for investment). It does not address all aspects of U.S. federal income taxation that may be important to a U.S. Holder in light of that stockholder’s particular circumstances or to a U.S. Holder subject to special rules, such as:

· a financial institution, regulated investment company, real estate investment trust or insurance company;

· a tax-exempt organization;

· a dealer or broker in securities, commodities or foreign currencies;

· a stockholder that holds Xxxxx common stock or Xxxxxxxxxx common stock, as applicable, as part of a hedge, appreciated financial position, straddle, conversion or other risk reduction transaction;

· a stockholder that holds Xxxxx common stock or Xxxxxxxxxx common stock, as applicable, in a tax- deferred account, such as an individual retirement account or a plan qualifying under Section 401(k) of the Code; or

· a stockholder that acquired Xxxxx common stock or Xxxxxxxxxx common stock, as applicable, pursuant to the exercise of options or similar derivative securities or otherwise as compensation.

If a partnership, or any entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds Xxxxx common stock or Xxxxxxxxxx common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partners and the activities of the partnership. A partner in a partnership holding Xxxxx common stock or Xxxxxxxxxx common stock should consult its own tax advisor.

This discussion of material U.S. federal income tax consequences does not address all potential U.S. federal income tax consequences of the Spinco Distribution, the Merger and the reverse stock split, including consequences that may depend on individual circumstances. In addition, it does not address any estate, gift or other non-income tax consequences, any tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax or any foreign, state or local tax consequences of the Spinco Distribution, the Merger and the reverse stock split. Each holder of Xxxxx common stock should consult its own tax advisor as to the particular U.S. federal, state or local or foreign income or other tax consequences of the Spinco Distribution and the Merger to such holder. Each holder of Xxxxxxxxxx common stock should consult its own tax advisor as to the particular U.S. federal, state or local or foreign income or other tax consequences of the reverse stock split and the Merger to such holder.

Tax Opinions

The agreements governing the Initial Spin, the Spinco Distribution, the Merger and certain related Transactions provide for the receipt by Xxxxx, with a copy to Xxxxxxxxxx, of Tax Opinions from its tax counsel substantially to the effect that, among other things, for U.S. federal income tax purposes, (a) the Initial Spin, taken together with certain related Transactions, will qualify as a “reorganization” under Section 368(a)(1)(D) of the Code and a tax-free distribution under Section 355 of the Code, (b) the Spinco Distribution will qualify as a tax-free distribution under Section 355 of the Code and (c) the Merger will qualify as a “reorganization” under Section 368(a) of the Code.

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In rendering the Tax Opinions, Xxxxx’x tax counsel will rely on, among other things, (1) representations and covenants made by Xxxxx, Xxxxxx and Xxxxxxxxxx, and (2) specified assumptions, including an assumption regarding the completion of the Initial Spin, the Spinco Distribution, the Merger and certain related Transactions in the manner contemplated by the Transaction Documents. If any of those representations, covenants or assumptions is inaccurate, or the facts upon which the Tax Opinions will be based are materially different from the facts at the time of the Initial Spin or the Spinco Distribution, the conclusions expressed in the Tax Opinions may be incorrect and the tax consequences of the Initial Spin, the Spinco Distribution and the Merger could differ from those described below. Opinions of counsel are not binding on the IRS. As a result, a conclusion expressed in the Tax Opinions could be challenged by the IRS, and if the IRS prevails in such challenge, the tax consequences to Xxxxx and its stockholders could be materially less favorable.

Consequences of the Spinco Distribution and the Merger to U.S. Holders of Xxxxx Common Stock

The Spinco Distribution

As described above, the agreements governing the Spinco Distribution provide for the receipt by Xxxxx, with a copy to Xxxxxxxxxx, of a Tax Opinion from BCLP LLP substantially to the effect that, among other things, for U.S. federal income tax purposes, the Spinco Distribution, taken together with certain related Transactions, will qualify as a tax-free distribution under Section 355 of the Code. If the Spinco Distribution qualifies as a tax-free distribution, then for U.S. federal income tax purposes:

· U.S. Holders of Xxxxx common stock will not recognize income, gain or loss upon the receipt of Spinco common stock in the Spinco Distribution;

· the aggregate tax basis of the shares of Spinco common stock distributed by way of a Spin-Off to a U.S. Holder of Xxxxx common stock will be determined by allocating the aggregate tax basis of such U.S. Holder in the shares of Xxxxx common stock with respect to which the pro rata distribution is made between such Xxxxx common stock and the Spinco common stock received in proportion to the relative fair market values of each immediately following the Spinco Distribution; and

· the holding period (for U.S. federal income tax purposes) of any shares of Spinco common stock received by a U.S. Holder of Xxxxx common stock will include the holding period at the time of the completion of the Spinco Distribution of the shares of Xxxxx common stock with respect to which the shares of Spinco common stock were received.

In general, if the Spinco Distribution were not to qualify as a tax-free distribution under Section 355 of the Code, each U.S. Holder who receives Spinco common stock in the Spinco Distribution would generally be treated as receiving a taxable distribution equal to the fair market value of the Spinco common stock received by such U.S. Holder in the Spinco Distribution. In the event that a U.S. Holder is treated as receiving a taxable distribution in the Spinco Distribution, such distribution would be treated as a taxable dividend to the extent of such U.S. Holder’s allocable share of Xxxxx’x current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), and to the extent the distribution exceeds such earnings and profits, the distribution would constitute a return of capital and would first reduce the U.S. Holder’s basis in its Xxxxx common stock, but not below zero, and then would be treated as a gain from the sale of the Xxxxx common stock. In addition, if the Spinco Distribution were not to qualify for non-recognition treatment under Section 355 of the Code, Xxxxx would recognize taxable gain on the Spinco Distribution to the extent (if any) that the fair market value of the Spinco common stock distributed exceeds Xxxxx’x tax basis in such Spinco common stock, which could result in tax liability to Xxxxx.

Xxxxx stockholders that have acquired different blocks of Xxxxx common stock at different times or at different prices should consult their tax advisors regarding the allocation of their aggregate adjusted basis among, and their holding period of, any shares of Spinco common stock they receive in the Spinco Distribution.

While the Spinco Distribution should otherwise qualify generally for non-recognition treatment under Section 355 of the Code to Xxxxx, the Spinco Distribution would be taxable to Xxxxx (but not to Xxxxx stockholders) pursuant to Section 355(e) of the Code if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of Xxxxx or Spinco, directly or indirectly (including through acquisitions of the stock of Xxxxxxxxxx after the completion of the Merger), as part of a plan or series of related transactions that includes the Spinco Distribution. For this purpose, any acquisitions of Xxxxx or Spinco common stock (including through acquisitions of the stock of Xxxxxxxxxx after the completion of the Merger) within the period beginning two years before the Spinco Distribution and ending two years after the Spinco Distribution are presumed to be part of such a plan, although Xxxxx, Spinco or Xxxxxxxxxx, as the case may be, may be able to rebut that presumption, depending on the facts and circumstances. For purposes of this test, the Merger will be treated as part of such a plan. If the IRS were to determine that other acquisitions of Xxxxx common stock or Spinco common stock (including through acquisitions of the stock of Xxxxxxxxxx after the completion of the Merger), either before or after the Spinco Distribution, were part of a plan or series of related transactions that included the Spinco Distribution, such determination, if sustained, could result in the recognition of a material amount of taxable gain by Xxxxx under Section 355(e) of the Code.

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In general, under the Tax Matters Agreement, the Xxxxxxxxxx Group is required to indemnify Xxxxx against any tax consequences arising as a result of certain prohibited actions taken by Xxxxxxxxxx, Spinco or their respective subsidiaries. If the Spinco Distribution were to be taxable to Xxxxx, the liability for payment of such tax generally would be borne by Xxxxx under the Tax Matters Agreement unless the liability arises as a result of certain prohibited actions taken by Xxxxxxxxxx, Spinco or their respective subsidiaries.

The Merger

As described above, the agreements governing the Merger provide for the receipt by Xxxxx, with a copy to Xxxxxxxxxx, of a Tax Opinion from BCLP LLP substantially to the effect that the Merger will qualify as a “reorganization” under Section 368(a) of the Code. If the Merger qualifies as a “reorganization,” then, for U.S. federal income tax purposes:

· U.S. Holders of Spinco common stock will not recognize any income, gain or loss upon the receipt of Xxxxxxxxxx common stock in the Merger (except for any gain or loss recognized with respect to the receipt of cash in lieu of fractional shares of Xxxxxxxxxx common stock);

· the aggregate tax basis of Xxxxxxxxxx common stock received by a U.S. Holder of Spinco common stock in the Merger (including fractional shares of Xxxxxxxxxx common stock deemed received and disposed of as described below) will be the same as the aggregate tax basis of the Spinco common stock for which it is exchanged;

· the holding period (for U.S. federal income tax purposes) of Xxxxxxxxxx common stock received in exchange for shares of Spinco common stock (including fractional shares of Xxxxxxxxxx common stock deemed received and disposed of as described below) will include the holding period of the Spinco common stock for which it is exchanged;

· a U.S. Holder of Spinco common stock who receives cash in lieu of a fractional share of Xxxxxxxxxx common stock will be treated as having received the fractional share pursuant to the Merger and then as having sold that fractional share for cash. As a result, such U.S. Holder of Spinco common stock will recognize gain or loss equal to the difference between the amount of cash received and the tax basis in his or her fractional share, determined as set forth above; and

· any gain or loss recognized by a U.S. Holder described above will generally be capital gain or loss, and will be long-term capital gain or loss if, as of the Closing Date, the holder’s holding period for the relevant shares is greater than one year. For U.S. Holders of Spinco common stock that are noncorporate U.S. Holders, long-term capital gain generally will be taxed at a U.S. federal income tax rate that is lower than the rate for ordinary income or for short-term capital gains. The deductibility of capital losses is subject to limitations.

In general, if the Merger were not to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. Holder would be required to recognize gain or loss equal to the difference, if any, between such U.S. Holder’s adjusted tax basis in its Spinco common stock surrendered in the Merger and an amount equal to the fair market value of its shares of Xxxxxxxxxx common stock received in the Merger, plus any cash received in lieu of fractional shares. Generally, in such event, a U.S. Holder’s tax basis in the shares of Xxxxxxxxxx common stock received in the Merger would equal the fair market value of such shares as of the date of the Merger, and such U.S. Holder’s holding period with respect to such shares would begin on the day after the Merger.

Xxxxx stockholders that have acquired different blocks of Xxxxx common stock at different times or at different prices should consult their tax advisors regarding the allocation of their aggregate adjusted basis among, and their holding period of, any shares of Glatfelter common stock received in the Merger.

Information Reporting and Backup Withholding

U.S. Treasury regulations generally require persons who own at least 5% of the total outstanding stock of Xxxxx (by vote or value) and who receive Spinco common stock pursuant to the Spinco Distribution and persons who own at least 1% of the total outstanding stock of Spinco and who receive Xxxxxxxxxx common stock pursuant to the Merger to attach to their U.S. federal income tax return for the year in which the Spinco Distribution and the Merger occur a detailed statement setting forth certain information relating to the tax-free nature of the Spinco Distribution and the Merger, as the case may be. Xxxxx and/or Xxxxxxxxxx will provide the appropriate information to each holder upon request, and each such holder is required to retain permanent records of this information. In addition, payments of cash to a U.S. Holder of Spinco common stock in lieu of a fractional share of Xxxxxxxxxx common stock in the Merger may be subject to information reporting, unless the U.S. Holder provides the withholding agent with proof of an applicable exemption. Payments that are subject to information reporting may also be subject to backup withholding (currently at a rate of 24%) unless such U.S. Holder provides the withholding agent with a correct taxpayer identification number and otherwise complies with the requirements of the backup withholding rules. Backup withholding does not constitute an additional tax, but merely an advance payment, which may be refunded or credited against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely supplied to the IRS.

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Risk Factors

The disclosure in the section entitled “Risk Factors” under the risk factor entitled “The Spinco Distribution could result in significant tax liability, and Xxxxxxxxxx may be obligated to indemnify Xxxxx for any such tax liability imposed on Xxxxx” beginning on page 52 of the Proxy Statement/Prospectus is hereby amended and restated to read as follows in its entirety:

The Spinco Distribution could result in significant tax liability, and Xxxxxxxxxx may be obligated to indemnify Xxxxx for any such tax liability imposed on Xxxxx.

The agreements governing the Spinco Distribution, the Merger and certain related Transactions provide for the receipt by Xxxxx, with a copy to Xxxxxxxxxx, of (1) the Tax Opinions to the effect that, among other things, for U.S. federal income tax purposes, (a) the Spinco Distribution, taken together with certain related Transactions, will qualify as a “reorganization” under Section 368(a)(1)(D) of the Code and will qualify as a tax-free distribution under Section 355 of the Code, and (b) the Merger will qualify as a “reorganization” under Section 368(a) of the Code. Provided that such Transactions so qualify, Xxxxx stockholders generally will not recognize any income, gain or loss for U.S. federal income tax purposes upon the receipt of Spinco common stock in the Spinco Distribution or Xxxxxxxxxx common stock in the Merger (except for any gain or loss attributable to the receipt of cash in lieu of fractional shares of Xxxxxxxxxx common stock) and Xxxxx generally will not recognize income, gain or loss for U.S. federal income tax purposes, other than as a result of certain intercompany transactions undertaken prior to or in anticipation of the Spinco Distribution, potentially gain to the extent the Special Cash Payment exceeds Xxxxx’x adjusted tax basis in the HHNF Business and in certain other circumstances.

In rendering the Tax Opinions, Xxxxx’x tax counsel will rely on, among other things, (1) representations and covenants made by Xxxxx, Xxxxxx and Xxxxxxxxxx, (2) specified assumptions, including an assumption regarding the completion of the Spinco Distribution, Merger and certain related Transactions in the manner contemplated by the Transaction Documents. If any of those representations, covenants or assumptions is inaccurate, or the facts upon which the Tax Opinions will be based are materially different from the facts at the time of the Spinco Distribution, the conclusions expressed in the Tax Opinions may be incorrect and the Spinco Distribution may not qualify (in whole or part) for tax-free treatment. As a result, the tax consequences to Xxxxx and its stockholders could be materially less favorable. Tax Opinions of counsel are not binding on the IRS. See “Material U.S. Federal Income Tax Consequences.”

Even if the Spinco Distribution were otherwise to qualify generally for non-recognition treatment under Sections 368(a)(1)(D) and 355 of the Code, the Spinco Distribution would be taxable to Xxxxx (but not to Xxxxx stockholders) pursuant to Section 355 of the Code if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of Xxxxx or Spinco, directly or indirectly (including through acquisitions of the stock of Xxxxxxxxxx after the completion of the Merger), as part of a plan or series of related transactions that includes the Spinco Distribution. For this purpose, any acquisitions of Xxxxx or Spinco common stock (including through acquisitions of the stock of Xxxxxxxxxx after the completion of the Merger) within the period beginning two years before the Spinco Distribution and ending two years after the Spinco Distribution are presumed to be part of such a plan, although Xxxxx, Spinco or Xxxxxxxxxx, as the case may be, may be able to rebut that presumption, depending on the facts and circumstances. For purposes of this test, the Merger will be treated as part of such a plan. If the IRS were to determine that other acquisitions of Xxxxx common stock or Spinco common stock (including through acquisitions of the stock of Xxxxxxxxxx after the completion of the Merger), either before or after the Spinco Distribution, were part of a plan or series of related transactions that included the Spinco Distribution, such determination, if sustained, could result in the recognition of a material amount of taxable gain by Xxxxx under Section 355(e) of the Code.

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In general, if Xxxxxxxxxx (1) breaches certain representations and warranties made by Xxxxxxxxxx (or by Spinco solely to the extent relating to any tax period beginning after the Merger) in the tax representation letters relating to the Transactions, or (2) takes certain actions that are generally prohibited by the Tax Matters Agreement (as described in further detail above), without regard to whether Xxxxxxxxxx obtained a private letter ruling from the IRS or an unqualified tax opinion or received Xxxxx’x prior written consent to take such action, and such breach or action results in indemnifiable tax-related losses (e.g., increased taxes, penalties and interest) under the Tax Matters Agreement, Xxxxxxxxxx generally is required to indemnify Xxxxx for such tax-related losses. If the Spinco Distribution were to be taxable to Xxxxx, and Xxxxxxxxxx were required to indemnify Xxxxx for material tax-related losses, then this indemnification obligation could be substantial and could have a material adverse effect on Xxxxxxxxxx.

In addition, changes in tax law could adversely affect the intended tax treatment of the Transactions or could adversely affect Xxxxx’x ability to receive the Tax Opinions or Xxxxx’x or Xxxxxxxxxx’x ability to rely on the Tax Opinions. For example, legislative proposals in the United States have included provisions that relate to the tax treatment of the Transactions. While the most recent versions of such proposals are not expected to materially impact the intended tax treatment of the Transactions, it is not possible at this time to predict the outcome of these or other proposals.

Cautionary Statement Concerning Forward-Looking Statements

Statements in this Supplement that are not historical, including statements relating to the expected timing, completion and effects of the proposed transaction between Xxxxx and Xxxxxxxxxx, 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 Xxxxx and Xxxxxxxxxx, 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 Xxxxxxxxxx shareholders may not approve the transaction proposals; 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 Xxxxx and Xxxxxxxxxx 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 Xxxxxxxxxx’x and Xxxxx’x 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, the Registration Statement and the Form 10 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 Xxxxx nor Xxxxxxxxxx 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.

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Additional Information and Where to Find It

This Supplement may be deemed to be solicitation material in respect of the proposed transaction between Xxxxx and Xxxxxxxxxx. In connection with the proposed transaction, Xxxxxxxxxx filed the Registration Statement with the SEC which was declared effective on September 17, 2024. Xxxxxxxxxx has also filed a Proxy Statement/Prospectus which was sent to Xxxxxxxxxx’x shareholders on or about September 20, 2024. In addition, Spinco filed the Form 10 in connection with its separation from Berry. This Supplement is not a substitute for the Registration Statement, Proxy Statement/Prospectus, Form 10 or any other document which Xxxxx and/or Xxxxxxxxxx may file with the SEC. STOCKHOLDERS OF XXXXX AND XXXXXXXXXX ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE REGISTRATION STATEMENT, FORM 10, 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 statement, Form 10 and Proxy Statement/Prospectus as well as other filings containing information about Xxxxx and Xxxxxxxxxx, as well as Spinco, without charge, at the SEC’s website, xxx.xxx.xxx. Copies of documents filed with the SEC by Xxxxx or Spinco are available free of charge on Xxxxx’x investor relations website at xx.xxxxxxxxxxx.xxx, including the Form 10, as amended. Copies of documents filed with the SEC by Xxxxxxxxxx are available free of charge on Xxxxxxxxxx’x investor relations website at xxx.xxxxxxxxxx.xxx/xxxxxxxxx.

No Offer or Solicitation

This Supplement 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.

Participants in Solicitation

Xxxxx and its directors and executive officers, and Xxxxxxxxxx and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Xxxxxxxxxx common stock and/or the offering of securities in respect of the proposed transaction. Information about the directors and executive officers of Xxxxx, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth under the caption “Security Ownership of Beneficial Owners and Management” in the definitive proxy statement for Xxxxx’x 2024 Annual Meeting of Stockholders, which was filed with the SEC on January 4, 2024 (xxx.xxx.xxx/xxxxxxxx/xx.xxxx?xxxx/Xxxxxxxx/xxxxx/xxxx/0000000000/000000000000000000/xx0000000x0_xxx00x.xxx). Information about the directors and executive officers of Xxxxxxxxxx including a description of their direct or indirect interests, by security holdings or otherwise, is set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the proxy statement for Xxxxxxxxxx’x 2024 Annual Meeting of Shareholders, which was filed with the SEC on March 26, 2024 (xxx.xxx.xxx/xx?xxxx/Xxxxxxxx/xxxxx/xxxx/0000000000/000000000000000000/xxx-00000000.xxx). Additional information regarding the interests of these participants can also be found in the Registration Statement and the Proxy Statement/Prospectus filed by Xxxxxxxxxx with the SEC and the Form 10 filed by Spinco with the SEC.

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TABLE OF CONTENTS

PROXY STATEMENT/PROSPECTUS
TO XXXXXXXXXX SHAREHOLDERS

YOUR VOTE IS VERY IMPORTANT

Dear Shareholders:

As previously announced, on February 6, 2024, Xxxxxxxxxx Corporation (“Xxxxxxxxxx”), Treasure Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Glatfelter (“First Merger Sub”) and Treasure Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Glatfelter (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), entered into certain definitive agreements with Xxxxx Global Group, Inc., a Delaware corporation (“Xxxxx”) and Treasure Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Berry (“Spinco”). The definitive agreements provide for a series of transactions pursuant to which, among other things, Xxxxx will transfer the business, operations and activities that constitute the global nonwovens and hygiene films business of Xxxxx (the “HHNF Business”) to Spinco and distribute to its stockholders the issued and outstanding shares of common stock of Spinco (“Spinco common stock”) held by Xxxxx (the “Spinco Distribution”). After the Spinco Distribution, First Merger Sub will be merged with and into Spinco, whereby the separate corporate existence of First Merger Sub will cease and Spinco will continue as the surviving corporation and a direct wholly owned subsidiary of Glatfelter (the “First Merger”), immediately following which Spinco will be merged with and into Second Merger Sub, whereby the separate corporate existence of Spinco will cease and Second Merger Sub will continue as the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter (the “Second Merger”, and collectively with the First Merger, the “Merger”).

The principal transactions described in this proxy statement/prospectus include the following:

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Separation — Xxxxx will engage in a series of transactions in order to separate the HHNF Business from Xxxxx’x other businesses pursuant to which (1) certain assets and liabilities constituting the HHNF Business will be transferred pursuant to a separation plan to Spinco, and (2) certain excluded assets and liabilities will be transferred to Xxxxx or other non-Spinco subsidiaries of Xxxxx (the “Separation”).

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Special Cash Payment and Issuance of Spinco Debt Securities — Spinco will make a cash distribution to Xxxxx equal to all of the proceeds of the Spinco financing, subject to certain adjustments, including for the existing debt of the HHNF Business to be assumed by the Spinco group and other adjustments, which we refer to as the Special Cash Payment. See “The Separation and Distribution Agreement — The Separation — Special Cash Payment and Post-Closing Adjustments” for further description of adjustments to the Special Cash Payment.

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Spinco Distribution — On the date on which the consummation of the Merger occurs (the “Closing Date”), Xxxxx will distribute 100% of the shares of Spinco common stock to Xxxxx stockholders by way of a Spin-Off.

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•

Charter Amendments — Xxxxxxxxxx will amend its amended and restated Articles of Incorporation, to, among other things, effect a reverse stock split of all issued and outstanding shares of common stock of Xxxxxxxxxx, par value $0.01 per share (“Xxxxxxxxxx common stock”) and increase the number of authorized shares of Xxxxxxxxxx common stock.

​

•

Merger — Immediately after the Spinco Distribution, First Merger Sub will be merged with and into Spinco, whereby the separate corporate existence of First Merger Sub will cease and Spinco will continue as the surviving corporation and a direct wholly owned subsidiary of Glatfelter, immediately following which, Spinco will be merged with and into Second Merger Sub, whereby the separate corporate existence of Spinco will cease and Second Merger Sub will continue as the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter. As a result of the First Merger, the existing shares of Spinco common stock will automatically convert into the right to receive shares of Xxxxxxxxxx common stock.

​

Upon completion of the First Merger, approximately 90% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis are expected to be held by holders of Spinco common stock as of immediately prior to the First Merger and approximately 10% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis are expected to be held by Xxxxxxxxxx shareholders as of immediately prior to the First Merger (in each case, excluding any overlaps in the pre-Merger Xxxxxxxxxx shareholder and Xxxxx stockholder bases). Glatfelter will use commercially reasonable efforts to cause the Xxxxxxxxxx common stock to be issued in connection with the Merger to be authorized for listing on the New York Stock Exchange (the “NYSE”) under the symbol “MAGN”.

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Glatfelter shareholders are cordially invited to attend a special meeting of Xxxxxxxxxx shareholders to be held online via live audio webcast at xxx.xxxxxxxxxxxxxxxxxxxxxxxxx.xxx/XXX0000XX on October 23, 2024 (the “Xxxxxxxxxx special meeting”). At the Xxxxxxxxxx special meeting, Xxxxxxxxxx shareholders will be asked to approve a proposal regarding the issuance of shares of Xxxxxxxxxx common stock to Spinco stockholders in the Merger (the “Share Issuance proposal”), proposals regarding the amendment of Xxxxxxxxxx’x amended and restated Articles of Incorporation, to increase the number of authorized shares of Xxxxxxxxxx common stock and to give effect to a reverse stock split (the “Charter Amendment proposals”) and a proposal regarding the approval of a long-term incentive plan (the “Omnibus Plan proposal”).

We cannot complete the transactions necessary to combine Xxxxxxxxxx and the HHNF Business, including the Merger, unless Xxxxxxxxxx shareholders approve the Share Issuance proposal and the Charter Amendment proposals. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the Xxxxxxxxxx special meeting, please vote or otherwise submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Xxxxxxxxxx special meeting. If your shares are held in the name of a bank, brokerage firm, nominee or other record holder, please follow the instructions on the voting instruction form furnished to you by such record holder.

In addition, at the Xxxxxxxxxx special meeting, Xxxxxxxxxx shareholders will be asked to approve, on an advisory (non-binding) basis, certain compensation payments that will or may be paid by Xxxxxxxxxx to its named executive officers in connection with the Merger (the “‘Golden Parachute’ Compensation proposal”).

The Xxxxxxxxxx Board of Directors recommends that Xxxxxxxxxx shareholders vote “FOR” the Share Issuance proposal, “FOR” the Charter Amendment proposals, “FOR” the Omnibus Plan proposal and “FOR” the “Golden Parachute” Compensation proposal.

The accompanying proxy statement/prospectus provides important information regarding the Xxxxxxxxxx special meeting and a detailed description of the definitive agreements, the transactions necessary to combine Xxxxxxxxxx and the HHNF Business and the matters to be presented at the Xxxxxxxxxx special meeting. We urge you to read the accompanying proxy statement/​prospectus (and any documents incorporated by reference into the accompanying proxy statement/prospectus) carefully. Please pay particular attention to “Risk Factors” beginning on page 48 of the accompanying proxy statement/prospectus.

We thank you for your consideration and continued support of Xxxxxxxxxx.

By Order of the Xxxxxxxxxx Board of Directors,

Xxxxxx X. Xxxxxxxxx
President and Chief Executive Officer

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE TRANSACTIONS OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated September 20, 2024, and is first being mailed to Xxxxxxxxxx shareholders on or about September 20, 2024.

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NOTICE OF SPECIAL MEETING OF XXXXXXXXXX SHAREHOLDERS

Time and Date: October 23, 2024 at 8:00 a.m. Eastern Time

Place: Virtual Meeting at xxx.xxxxxxxxxxxxxxxxxxxxxxxxx.xxx/XXX0000XX

To Fellow Xxxxxxxxxx Shareholders:

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Xxxxxxxxxx (the “Xxxxxxxxxx special meeting”), will be held online via live audio webcast at xxx.xxxxxxxxxxxxxxxxxxxxxxxxx.xxx/XXX0000XX on October 23, 2024 at 8:00 a.m. Eastern Time.

ITEMS OF BUSINESS:

1.

Share Issuance Proposal.   To consider and vote on a proposal to approve the issuance of shares of common stock of Xxxxxxxxxx, par value $0.01 per share (“Xxxxxxxxxx common stock”), to Spinco stockholders in the Merger as contemplated by the RMT Transaction Agreement (the “Share Issuance proposal”);

​

2.

Charter Amendment Proposals.   To consider and vote on the following separate proposals to approve the amendment of Xxxxxxxxxx’x Amended and Restated Articles of Incorporation (as amended, the “Xxxxxxxxxx Amended Charter”):

​

A.

to increase the authorized shares of Xxxxxxxxxx common stock from 120,000,000 shares to 240,000,000 shares (the “Common Stock Authorization proposal”); and

​

B.

to effect a reverse stock split of Xxxxxxxxxx common stock at a ratio ranging from any whole number between 1-for-3 and 1-for-15, as determined by the Xxxxxxxxxx Board of Directors (the “Xxxxxxxxxx Board”) in its discretion (the “Reverse Stock Split proposal” and with the Common Stock Authorization proposal, the “Charter Amendment proposals”).

​

3.

Omnibus Plan Proposal.   To consider and vote on a proposal to approve the Magnera Corporation 2024 Omnibus Incentive Plan (the “Omnibus Plan proposal”); and

​

4.

“Golden Parachute” Compensation Proposal.   To consider and vote on a proposal to approve, on an advisory (non-binding) basis, the “golden parachute” compensation payments that will or may be paid by Xxxxxxxxxx to its named executive officers in connection with the Merger (the “‘Golden Parachute’ Compensation proposal”).

​

The proxy statement/prospectus, including the annexes, contains further information with respect to the business to be transacted at the Xxxxxxxxxx special meeting. We urge you to read the proxy statement/​prospectus, including any documents incorporated by reference, and the annexes carefully and in their entirety. Xxxxxxxxxx will transact no other business at the Xxxxxxxxxx special meeting, except for business properly brought before the Xxxxxxxxxx special meeting or any adjournment or postponement thereof. Please refer to the proxy statement/prospectus of which this notice forms a part for further information with respect to the business to be transacted at the Xxxxxxxxxx special meeting.

XXXXXXXXXX BOARD RECOMMENDATION:

The Xxxxxxxxxx Board carefully evaluated the Merger and other transactions in consultation with Xxxxxxxxxx management and Xxxxxxxxxx’x advisors, and, on February 6, 2024, the Xxxxxxxxxx Board approved the RMT Transaction Agreement and other transaction documents and the transactions contemplated thereby, including the Merger, the Share Issuance proposal and the Charter Amendment proposals, and determined that the RMT Transaction Agreement and the transactions contemplated thereby are in the best

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interests of Xxxxxxxxxx. All members of the Xxxxxxxxxx Board were in attendance at the meeting, and the Xxxxxxxxxx Board unanimously recommended that Xxxxxxxxxx shareholders vote “FOR” the Share Issuance proposal and “FOR” the Charter Amendment proposals.

In addition, the Xxxxxxxxxx Board unanimously recommends that Xxxxxxxxxx shareholders vote “FOR” the Omnibus Plan proposal and “FOR” the “Golden Parachute” Compensation proposal.

The Xxxxxxxxxx Board recommends that you vote “FOR” the Share Issuance proposal, “FOR” the Charter Amendment proposals, “FOR” the Omnibus Plan proposal and “FOR” the “Golden Parachute” Compensation proposal.

WHO MAY VOTE:

The Xxxxxxxxxx Board has fixed the close of business on September 3, 2024 as the record date for the Xxxxxxxxxx special meeting (the “Xxxxxxxxxx record date”). Only holders of record of shares of Xxxxxxxxxx common stock, as of the Xxxxxxxxxx record date are entitled to receive notice of the Xxxxxxxxxx special meeting and to vote at the Xxxxxxxxxx special meeting or any adjournment or postponement thereof. As of the Xxxxxxxxxx record date, there were 45,498,143 issued and outstanding shares of Xxxxxxxxxx common stock.

VOTE REQUIRED FOR APPROVAL:

Your vote is very important. We cannot complete the transactions necessary to combine Xxxxxxxxxx and the HHNF Business, including the Merger, unless Xxxxxxxxxx shareholders approve the Share Issuance proposal and the Charter Amendment proposals. If any of these proposals are not approved by the holders of the requisite number of shares of Xxxxxxxxxx common stock, then the transactions will not occur. The approval of the Omnibus Plan and the “Golden Parachute” Compensation proposals are not conditions to the obligations of Xxxxxxxxxx to complete the transactions.

The presence, in person by virtual attendance or by proxy of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter will constitute a quorum for the purposes of the Xxxxxxxxxx special meeting matters. Assuming a quorum is present, approval of each of the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and approval, on an advisory (non-binding) basis, of the “Golden Parachute” Compensation proposal each require the affirmative vote of a majority of the votes cast in person or by proxy at the Xxxxxxxxxx special meeting by the holders of shares entitled to vote thereon.

To ensure your representation at the Xxxxxxxxxx special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the internet. Please submit your proxy promptly, whether or not you expect to attend the Xxxxxxxxxx special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the Xxxxxxxxxx special meeting.

By Order of the Xxxxxxxxxx Board of Directors,

Xxxx X. Xxxx, Secretary

September 20, 2024

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​	HELPFUL INFORMATION	​	​	​	​	1	​	​
​	QUESTIONS AND ANSWERS	​	​	​	​	7	​	​
​	Questions and Answers about the Transactions	​	​	​	​	7	​	​
​	Questions and Answers about the Xxxxxxxxxx Special Meeting	​	​	​	​	20	​	​
​	SUMMARY	​	​	​	​	28	​	​
​	Parties to the Transactions	​	​	​	​	28	​	​
​	The Transactions	​	​	​	​	30	​	​
​	Key Terms of the RMT Transaction Agreement	​	​	​	​	31	​	​
​	Debt Financing	​	​	​	​	34	​	​
​	Other Agreements Related to the Transactions	​	​	​	​	34	​	​
​	Information about the Xxxxxxxxxx Special Meeting	​	​	​	​	35	​	​
​	Recommendation of the Xxxxxxxxxx Board; Xxxxxxxxxx’x Reasons for the Transactions	​	​	​	​	37	​	​
​	Opinion of Xxxxxxxxxx’x Financial Advisor	​	​	​	​	37	​	​
​	Xxxxx’x Reasons for the Transactions	​	​	​	​	38	​	​
​	Regulatory Approvals	​	​	​	​	38	​	​
​	Material U.S. Federal Income Tax Consequences	​	​	​	​	38	​	​
​	Board of Directors and Management of Xxxxxxxxxx Following the Transactions	​	​	​	​	40	​	​
​	Interests of Xxxxxxxxxx’x Directors and Executive Officers in the Transactions	​	​	​	​	41	​	​
​	Effects of the Merger on Outstanding Xxxxxxxxxx Equity-Based Awards	​	​	​	​	41	​	​
​	Effects of the Spinco Distribution and the Merger on Outstanding Xxxxx Equity-Based Awards	​	​	​	​	42	​	​
​	No Dissenters’ Rights/Rights of Appraisal	​	​	​	​	42	​	​
​	Summary Risk Factors	​	​	​	​	42	​	​
​	Accounting Treatment	​	​	​	​	44	​	​
​	SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION	​	​	​	​	45	​	​
​	RISK FACTORS	​	​	​	​	48	​	​
​	Risk Factors Relating to the Transactions	​	​	​	​	48	​	​
​	Risk Factors Relating to the HHNF Business and Magnera Following the Transactions	​	​	​	​	55	​	​
​	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	​	​	​	​	66	​	​
​	INFORMATION ABOUT THE XXXXXXXXXX SPECIAL MEETING	​	​	​	​	69	​	​
​	Date, Time and Place	​	​	​	​	69	​	​
​	Purpose of the Xxxxxxxxxx Special Meeting	​	​	​	​	69	​	​
​	Recommendation of the Xxxxxxxxxx Board	​	​	​	​	69	​	​
​	Xxxxxxxxxx Record Date; Shareholders Entitled to Vote	​	​	​	​	69	​	​
​	Quorum	​	​	​	​	69	​	​
​	Required Vote	​	​	​	​	70	​	​
​	Failure to Vote and Abstentions	​	​	​	​	70	​	​
​	Voting at the Xxxxxxxxxx Special Meeting	​	​	​	​	70	​	​
​	Voting by Proxy	​	​	​	​	71	​	​
​	How Proxies Are Counted	​	​	​	​	71	​	​
​	Shares Held in “Street Name”	​	​	​	​	71	​	​
​	Revocation of Proxies and Changes to a Xxxxxxxxxx Shareholder’s Vote	​	​	​	​	71	​	​
​	Tabulation of Votes	​	​	​	​	72	​	​

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​	Solicitation of Proxies	​	​	​	​	72	​	​
​	Householding	​	​	​	​	73	​	​
​	Adjournments	​	​	​	​	73	​	​
​	Assistance	​	​	​	​	73	​	​
​	Share Issuance, Charter Amendment, Omnibus Plan and “Golden Parachute” Compensation Proposals	​	​	​	​	73	​	​
​	PARTIES TO THE TRANSACTIONS	​	​	​	​	91	​	​
​	Information about Xxxxxxxxxx	​	​	​	​	91	​	​
​	Information about Xxxxx	​	​	​	​	92	​	​
​	Information about Spinco and the HHNF Business	​	​	​	​	92	​	​
​	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	​	​	​	​	95	​	​
​	MARKET PRICE AND DIVIDEND INFORMATION	​	​	​	​	107	​	​
​	NON-GAAP FINANCIAL MEASURES	​	​	​	​	108	​	​
​	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE HHNF BUSINESS	​	​	​	​	109	​	​
​	THE TRANSACTIONS	​	​	​	​	117	​	​
​	Overview	​	​	​	​	117	​	​
​	Transaction Steps	​	​	​	​	117	​	​
​	The Separation and the Spinco Distribution	​	​	​	​	121	​	​
​	The Merger	​	​	​	​	121	​	​
​	Calculation of the Merger Consideration	​	​	​	​	122	​	​
​	Trading Markets	​	​	​	​	123	​	​
​	Background of the Transactions	​	​	​	​	123	​	​
​	Recommendation of the Xxxxxxxxxx Board; Xxxxxxxxxx’x Reasons for the Transactions	​	​	​	​	132	​	​
​	Opinion of Xxxxxxxxxx’x Financial Advisor	​	​	​	​	135	​	​
​	Prospective Financial Information	​	​	​	​	141	​	​
​	Xxxxx’x Reasons for the Transactions	​	​	​	​	145	​	​
​	Ownership of Surviving Entity Following the Transactions	​	​	​	​	147	​	​
​	Board of Directors and Management of Xxxxxxxxxx Following the Transactions	​	​	​	​	147	​	​
​	Interests of Xxxxxxxxxx’x Directors and Executive Officers in the Transactions	​	​	​	​	151	​	​
​	Liquidity and Capital Resources Following the Transactions	​	​	​	​	160	​	​
​	Effects of the Merger on Outstanding Xxxxxxxxxx Equity-Based Awards	​	​	​	​	161	​	​
​	Effects of the Spinco Distribution and the Merger on Outstanding Xxxxx Equity-Based Awards	​	​	​	​	162	​	​
​	Regulatory Approvals	​	​	​	​	162	​	​
​	Accounting Treatment	​	​	​	​	163	​	​
​	Stock Market Listing	​	​	​	​	163	​	​
​	No Dissenters’ Rights/Rights of Appraisal	​	​	​	​	164	​	​
​	THE RMT TRANSACTION AGREEMENT	​	​	​	​	165	​	​
​	THE SEPARATION AND DISTRIBUTION AGREEMENT	​	​	​	​	196	​	​
​	DEBT FINANCING	​	​	​	​	207	​	​
​	OTHER AGREEMENTS RELATED TO THE TRANSACTIONS	​	​	​	​	209	​	​
​	Employee Matters Agreement	​	​	​	​	209	​	​
​	Tax Matters Agreement	​	​	​	​	212	​	​
​	Transition Services Agreement	​	​	​	​	213	​	​

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​	MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	​	​	​	​	215	​	​
​	DESCRIPTION OF CAPITAL STOCK OF XXXXXXXXXX	​	​	​	​	220	​	​
​	DESCRIPTION OF CAPITAL STOCK OF SPINCO	​	​	​	​	223	​	​
​	COMPARISON OF SHAREHOLDERS’ RIGHTS	​	​	​	​	225	​	​
​	CERTAIN BENEFICIAL OWNERS OF XXXXXXXXXX CAPITAL STOCK	​	​	​	​	236	​	​
​	CERTAIN BENEFICIAL OWNERS OF XXXXX CAPITAL STOCK	​	​	​	​	239	​	​
​	CERTAIN BENEFICIAL OWNERS OF MAGNERA CAPITAL STOCK	​	​	​	​	241	​	​
​	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	​	​	​	​	244	​	​
​	SUBMISSION OF XXXXXXXXXX SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING	​	​	​	​	245	​	​
​	LEGAL MATTERS	​	​	​	​	246	​	​
​	EXPERTS	​	​	​	​	247	​	​
​	WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE	​	​	​	​	248	​	​
​	INDEX TO COMBINED FINANCIAL STATEMENTS OF SPINCO (THE HHNF BUSINESS)	​	​	​	​	F-1	​	​
​	Annex A – RMT Transaction Agreement	​	​	​	​	A-1	​	​
​	Annex B – Separation Agreement	​	​	​	​	B-1	​	​
​	Annex C – Xxxxxxxxxx Charter Amendment	​	​	​	​	C-1	​	​
​	Annex D – Opinion of X.X. Xxxxxx Securities LLC	​	​	​	​	D-1	​	​
​	Annex E – 2024 Omnibus Plan	​	​	​	​	E-1	​	​
​	Appendix – Form of Proxy Card	​	​	​	​	APP-1	​	​

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This proxy statement/prospectus, which will also serve as an information statement in connection Spinco’s Form 10 (this “document”) incorporates by reference important business and financial information about Xxxxxxxxxx from documents filed with the SEC that have not been included in or delivered with this document. This information is available without charge at the website that the SEC maintains at xxx.xxx.xxx, as well as from other sources. See “Where You Can Find More Information; Incorporation By Reference.”

You may ask any questions about the Transactions or the Xxxxxxxxxx special meeting or request additional documents, including copies of this document and the enclosed proxy card, without charge, upon written or oral request to Investor Relations, Xxxxxxxxxx Corporation, 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000, telephone number (000) 000-0000 or email xx@xxxxxxxxxx.xxx. In order to receive timely delivery of the documents, you must make your requests no later than October 23, 2024.

All information contained or incorporated by reference in this document with respect to Xxxxxxxxxx, the Merger Subs and their respective subsidiaries, as well as information on Xxxxxxxxxx after the completion of the Transactions, has been provided by Xxxxxxxxxx. All other information contained in this document with respect to Xxxxx, Spinco or their respective subsidiaries or the HHNF Business, and with respect to the terms and conditions of the Separation and Distribution, has been provided by Xxxxx.

This document is not an offer to buy, sell or exchange, and it is not a solicitation of an offer to buy, sell or exchange, any shares of Xxxxx common stock, Spinco common stock or Xxxxxxxxxx common stock in any jurisdiction in which the offer, sale or exchange is not permitted.

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HELPFUL INFORMATION

Certain abbreviations and terms used in the text and notes are defined below:

Abbreviation/Term	​	​	Description	​
Ancillary Agreements	​	​	The Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and any other agreements to be entered into by and between any member of Spinco Group or Xxxxxxxxxx and any member of Xxxxx Group, at, prior to or after the Spinco Distribution in connection with the Spinco Distribution (to the extent consented to by Xxxxxxxxxx), but excluding the conveyancing and assumption instruments and the RMT Transaction Agreement	​
Xxxxx	​	​	Depending on context, either Xxxxx Global Group, Inc., a Delaware corporation, or Xxxxx Global Group, Inc. and its consolidated subsidiaries	​
Xxxxx Board	​	​	The Board of Directors of Xxxxx Global Group, Inc.	​
Xxxxx common stock	​	​	The common shares, par value $0.01 per share, of Xxxxx Global Group, Inc.	​
Xxxxx Group	​	​	Each person (other than Spinco and the other members of the Spinco Group) that is a direct or indirect subsidiary of Berry immediately prior to the Spinco Distribution, and each person that becomes a subsidiary of Berry after the Spinco Distribution	​
BGI	​	​	Xxxxx Global, Inc., a Delaware corporation, wholly owned subsidiary of Berry, and the direct parent of Spinco following the Separation	​
Charter Amendment	​	​	Articles of Amendment to the Existing Xxxxxxxxxx Charter to give effect to the Charter Amendment proposals	​
Charter Amendment proposals	​	​	The proposals regarding the amendment of Xxxxxxxxxx’x amended and restated Articles of Incorporation, which includes the increase in the number of authorized shares of Xxxxxxxxxx common stock and to give effect to a reverse stock split	​
Closing	​	​	The consummation of the Merger	​
Closing Date	​	​	The date on which Closing occurs	​
Distribution record date	​	​	The close of business on the date to be determined by the Xxxxx Board as the record date for determining stockholders of Xxxxx entitled to receive shares of Spinco common stock in the Spinco Distribution	​
Distribution Registration Statement	​	​	The registration statement filed with the SEC to effect the registration of the Spinco common stock	​
Employee Matters Agreement	​	​	Employee Matters Agreement, dated as of February 6, 2024, by and among Xxxxxxxxxx, Xxxxx and Spinco	​
Exchange Offer	​	​	A distribution by Xxxxx to its stockholders of 100% of the issued and outstanding shares of Spinco common stock held by Xxxxx by way of an offer to exchange shares of Spinco common stock for outstanding shares of Xxxxx common stock	​
Exchange Ratio	​	​	The quotient of (i) (A) the number of outstanding shares of Xxxxxxxxxx common stock as of immediately prior to the First Effective Time on a fully diluted, as converted and as exercised basis in accordance with the treasury stock method (including	​

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Abbreviation/Term	​	​	Description	​
​	​	​	shares of Xxxxxxxxxx common stock underlying outstanding options and any other outstanding securities or obligations of Xxxxxxxxxx and its subsidiaries convertible into or exercisable for shares of Xxxxxxxxxx common stock, but excluding options and other equity awards that are to be settled in Xxxxxxxxxx common stock (assuming target level performance), in each case that have been granted pursuant to Xxxxxxxxxx stock plans and are, as of the First Effective Time, out-of-the-money), multiplied by (B) nine (9), divided by (ii) the number of shares of Spinco common stock issued and outstanding immediately prior to the First Effective Time	​
Existing Xxxxxxxxxx Charter	​	​	The current Amended and Restated Articles of Incorporation of Xxxxxxxxxx	​
Financing	​	​	The Spinco Financing together with the Permanent Financing	​
Financing Agreements	​	​	The Spinco Financing Agreements together with the Permanent Financing Agreements	​
First Effective Time	​	​	The time when the certificate of merger for the First Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later date and time as may be agreed by the Parties in writing and specified in the certificate of merger for the First Merger	​
First Merger	​	​	The merger of First Merger Sub, with and into Spinco, whereby the separate corporate existence of First Merger Sub will cease and Spinco will continue as the surviving company and a wholly owned subsidiary of Glatfelter	​
First Merger Sub	​	​	Treasure Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Glatfelter	​
Former Spinco Employees	​	​	Any individual who, as of immediately prior to the Spinco Distribution Date is a former employee of Xxxxx, Spinco or a member of their respective groups, or any of their respective predecessors or former affiliates and who, upon his or her last termination of employment with all members of the Spinco Group and Xxxxx Group and their respective predecessors or former affiliates (a) was identified in the system then of record as an employee of an entity with a business identifier attributable as of the date hereof to the HHNF Business, or (b) otherwise upon such termination of employment was primarily dedicated to the HHNF Business as evidenced by the records of Xxxxx, Spinco or their respective groups	​
Xxxxxxxxxx	​	​	Depending on context, either Xxxxxxxxxx Corporation, a Pennsylvania corporation, or Xxxxxxxxxx Corporation and its consolidated subsidiaries	​
Xxxxxxxxxx Amended Charter	​	​	The document resulting from the amendment of the Existing Xxxxxxxxxx Charter	​
Xxxxxxxxxx Board	​	​	The Board of Directors of Xxxxxxxxxx	​
Xxxxxxxxxx Bylaws	​	​	The current Amended and Restated Bylaws of Xxxxxxxxxx	​
Xxxxxxxxxx common stock	​	​	The common stock, par value $0.01 per share of Xxxxxxxxxx	​
Xxxxxxxxxx Equity Adjustment Ratio	​	​	A number, (a) the numerator of which is the volume-weighted average price of a share of Xxxxx common stock on the NYSE	​

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Abbreviation/Term	​	​	Description	​
​	​	​	trading on the “regular way” basis (inclusive of Spinco value) on the NYSE for each of the 10 trading days ending on the last trading day preceding the Spinco Distribution Date, and (b) the denominator of which is the volume-weighted average of a share of Xxxxxxxxxx common stock on the NYSE trading on the “regular way” basis (inclusive of Spinco value) on the NYSE for each of the 10 trading days starting on the first trading day following the Closing Date	​
Xxxxxxxxxx Shareholder Approval	​	​	The approval by the shareholders of Xxxxxxxxxx of the Share Issuance proposal and the Charter Amendment proposals	​
Xxxxxxxxxx special meeting	​	​	The special meeting of Xxxxxxxxxx shareholders to be held online via live audio webcast at xxx.xxxxxxxxxxxxxxxxxxxxxxxxx.xxx/XXX0000XX on October 23, 2024	​
“Golden Parachute” Compensation    proposal	​	​	The proposals regarding approving, on an advisory (non-binding) basis, certain compensation payments that will or may be paid by Xxxxxxxxxx to its named executive officers in connection with the Merger	​
HHNF Business	​	​	Certain assets, liabilities and entities composing the global nonwovens and hygiene films business of Xxxxx, sometimes also referred to as the “Spinco Business”	​
HSR Act	​	​	The Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended	​
Initial Spin	​	​	The distribution by BGI of 100% of the issued and outstanding shares of Spinco common stock to Xxxxx	​
IRS Ruling	​	​	The private letter ruling from the IRS regarding the qualification of the Separation, the Initial Spin, the Spinco Distribution, the Special Cash Payment and certain related Transactions for tax-free treatment	​
Magnera	​	​	Magnera Corporation, the combined company following the consummation of the Transactions	​
Merger	​	​	Collectively, the First Merger and the Second Merger	​
Merger Consideration	​	​	A number of shares of Xxxxxxxxxx common stock equal to the product of (i) the total number of shares of Spinco common stock held of record by such holder immediately prior to the First Effective Time, multiplied by (ii) the Exchange Ratio, and based on current estimates, the aggregate Merger Consideration is expected to be 429,507,351 shares before giving effect to the reverse stock split contemplated by the Reverse Stock Split proposal	​
Merger Subs	​	​	First Merger Sub and Second Merger Sub	​
Minimum Cash Amount	​	​	An amount of cash equal to $214,000,000, less certain adjustments	​
Omnibus Plan proposal	​	​	The proposal regarding the approval of the Magnera Corporation 2024 Omnibus Incentive Plan for the combined company	​
Permanent Financing	​	​	Commitments in respect of other long-term debt from the same	​

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Abbreviation/Term	​	​	Description	​
​	​	​	and/or alternative bona fide third-party financing sources of the Spinco Financing	​
Permanent Financing Agreements	​	​	Definitive agreements with respect to the Permanent Financing	​
RMT Transaction Agreement	​	​	RMT Transaction Agreement, dated as of February 6, 2024, by and among Xxxxxxxxxx, First Merger Sub, Second Merger Sub, Xxxxx and Spinco (as it may be amended from time to time)	​
Second Effective Time	​	​	The time when the certificate of merger for the Second Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later date and time as may be agreed by the Parties in writing and specified and in the certificate of merger for the Second Merger	​
Second Merger	​	​	The merger of Spinco with and into Second Merger Sub, with Second Merger Sub being the surviving limited liability company and a wholly owned subsidiary of Glatfelter	​
Second Merger Sub	​	​	Treasure Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Glatfelter, sometimes also referred to as the “Surviving Entity”	​
Separation	​	​	The series of transactions in order to separate the HHNF Business from Xxxxx’x other businesses pursuant to which (1) certain assets and liabilities constituting the HHNF Business will be transferred pursuant to a separation plan to Spinco and (2) certain excluded assets and liabilities will be transferred to Berry or other non-Spinco subsidiaries of Xxxxx	​
Separation Agreement	​	​	The Separation and Distribution Agreement, dated as of February 6, 2024, by and among Xxxxxxxxxx, Xxxxx and Spinco (as it may be amended from time to time)	​
Share Issuance	​	​	The issuance of shares of Xxxxxxxxxx common stock to the stockholders of Spinco in the Merger	​
Share Issuance proposal	​	​	The proposal regarding the issuance of shares of Xxxxxxxxxx common stock to Spinco stockholders in the Merger	​
Solvency Opinion	​	​	The opinion from an independent appraisal firm as to the solvency of Spinco and the solvency and surplus of Xxxxx after giving effect to the Special Cash Payment, the Initial Spin and the consummation of the Spinco Distribution	​
Special Cash Payment	​	​	The cash distribution from Spinco to Xxxxx of an amount equal to the sum of (a) all of the proceeds of the Spinco Financing, (b) plus (i) the amount, if any, by which the cash and cash equivalents of Spinco as of immediately before the making of the Special Cash Payment exceeds the Minimum Cash Amount, or minus (ii) the amount, if any, by which the Minimum Cash Amount exceeds the cash and cash equivalents of Spinco as of immediately before the making of the Special Cash Payment, minus (c) the aggregate amount of the payoff letters setting forth the amount required to pay the indebtedness of Xxxxxxxxxx, minus (d) the aggregate amount required to pay the transaction expenses of Xxxxx, Spinco and Xxxxxxxxxx	​
Spin-Off	​	​	A pro rata distribution by Berry to its stockholders of 100% of the issued and outstanding shares of Spinco common stock held by Xxxxx	​

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Abbreviation/Term	​	​	Description	​
Spinco	​	​	Treasure Holdco, Inc., a Delaware corporation and currently a wholly owned subsidiary of Berry, sometimes referred to as the First Merger Surviving Corporation	​
Spinco Commitment Letter	​	​	The commitment letter, entered on February 6, 2024, which was initially amended and restated on March 2, 2024, and subsequently amended and restated on March 8, 2024, under which the Spinco Lenders committed to provide to Spinco (i) $1,585 million in aggregate principal amount of senior secured term loans, the Term Loan Facility, and (ii) a $350 million senior secured revolving credit facility	​
Spinco common stock	​	​	The common stock, par value $0.01 per share, of Spinco	​
Spinco Distribution	​	​	The distribution by Xxxxx, pursuant to the Separation Agreement, of 100% of the shares of Spinco common stock to Xxxxx stockholders by way of a Spin-Off	​
Spinco Distribution Date	​	​	The date of the Spinco Distribution	​
Spinco Employee	​	​	Each employee of the Spinco Group as of the Spinco Distribution Date other than Excluded Employees and/or Former Spinco Employees	​
Spinco Entity	​	​	Spinco or any direct or indirect subsidiary of Spinco after giving effect to the Separation	​
Spinco Financing	​	​	The debt financing contemplated by the Spinco Commitment Letter, together with any amendment, modification, supplement, restatement, substitution or waiver thereof in accordance with the terms of the RMT Transaction Agreement	​
Spinco Financing Agreements	​	​	Agreements with respect to the Spinco Financing on substantially the same terms and conditions contained in the Spinco Commitment Letter	​
Spinco Group	​	​	Means prior to the Spinco Distribution, Spinco and each of its subsidiaries, and following the Spinco Distribution, Spinco and each person that is a direct or indirect affiliate of Spinco immediately following the Spinco Distribution (other than Xxxxx or any member of the Xxxxx Group), and each Person that becomes a subsidiary of Spinco after the Spinco Distribution	​
Spinco Lenders	​	​	Citigroup Global Markets Inc., Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC, Barclays Bank PLC, HSBC Bank USA, N.A., HSBC Securities (USA) Inc., Xxxxxxx Xxxxx Bank USA, PNC Capital Markets LLC, PNC Bank, National Association, UBS AG, Stamford Branch and UBS Securities LLC	​
Tax Matters Agreement	​	​	Tax Matters Agreement, dated as of February 6, 2024, by and among Xxxxxxxxxx, Xxxxx and Spinco	​
Tax Opinions	​	​	The opinions from Xxxxx’x tax counsel that the Separation, the Initial Spin, the Spinco Distribution, the Special Cash Payment and the Merger will qualify for their intended tax treatment	​
Transaction Documents	​	​	The RMT Transaction Agreement, the Separation Agreement, the Employee Matters Agreement and the Tax Matters Agreement	​

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Abbreviation/Term	​	​	Description	​
Transactions	​	​	The transactions contemplated by the Transaction Documents, which provide for, among other things, the Separation, the Special Cash Payment, the Initial Spin, the Spinco Distribution, the amendment to the Existing Xxxxxxxxxx Charter and the Merger, as described in “The Transactions”	​
Transition Services Agreement	​	​	Transition Services Agreement, by and between BGI and the Surviving Entity	​

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QUESTIONS AND ANSWERS

The following are brief answers to common questions that you may have regarding the Transactions and the Xxxxxxxxxx special meeting (as discussed below). The questions and answers in this section may not address all questions that might be important to you as a Xxxxxxxxxx shareholder. To better understand these matters, and for a description of the legal terms governing the Transactions, please read this document carefully and in its entirety, including the annexes hereto, and the documents incorporated by reference herein, as well as the registration statement of which this document forms a part, including the exhibits to the registration statement. See “Where You Can Find More Information; Incorporation by Reference.”

Questions and Answers about the Transactions

Q:

What are the Transactions described in this document?

​

A:

On February 6, 2024, Xxxxx, Xxxxxx, Xxxxxxxxxx, First Merger Sub and Second Merger Sub entered into definitive agreements, pursuant to which and subject to the terms and conditions therein, among other things:

​

(1)

Xxxxx will complete the Separation;

​

(2)

in connection with the Separation, but prior to the Initial Spin, Spinco will pay to Xxxxx the Special Cash Payment (expected to be approximately $1.1 billion, subject to adjustment), the calculation of which is also subject to adjustments, including: (i) an increase in the amount, if any, by which the cash and cash equivalents of Spinco as of immediately before the making of the Special Cash Payment exceeds approximately the Minimum Cash Amount, (ii) a reduction of the amount, if any, by which the Minimum Cash Amount exceeds the cash and cash equivalents of Spinco as of immediately prior to the Special Cash Payment, (iii) a reduction of the aggregate amount of the payoff letters setting forth the amount required to pay the indebtedness of Xxxxxxxxxx and (iv) a reduction of the aggregate amount required to pay the transaction expenses of Xxxxx, Spinco and Xxxxxxxxxx;

​

(3)

following the Separation, BGI will complete the Initial Spin;

​

(4)

following the Initial Spin, Xxxxx will complete the Spinco Distribution;

​

(5)

then, at the time specified in the RMT Transaction Agreement, Xxxxxxxxxx will amend its Existing Xxxxxxxxxx Charter pursuant to which, among other things, (a) Xxxxxxxxxx will effect a reverse stock split of all of the issued and outstanding shares of Xxxxxxxxxx common stock at a reverse stock split ratio to be determined by Xxxxx and Xxxxxxxxxx, and (b) the number of authorized shares of Xxxxxxxxxx common stock will be increased from 120,000,000 shares to 240,000,000 shares;

​

(6)

after the Existing Xxxxxxxxxx Charter is amended and immediately following the Spinco Distribution, the First Merger, with Spinco continuing as the surviving corporation and a direct wholly owned subsidiary of Glatfelter, will be effected; and

​

(7)

immediately following the First Merger and as part of the same overall transaction as the First Merger, the Second Merger, with Second Merger Sub being the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter, will be effected.

​

The Transactions are structured as a Reverse Xxxxxx Trust-type transaction. This structure was chosen because, among other things, it provides a tax-efficient method to combine Xxxxxxxxxx and the HHNF Business.

The Special Cash Payment will constitute the consideration that Xxxxx will receive in connection with the Closing.

In the Merger, each issued and outstanding share of Spinco common stock (except for shares of Spinco common stock held by Spinco as treasury stock or by any other subsidiary of Spinco (those subsidiaries, together with Spinco, a “Spinco Entity”), which will be canceled and cease to exist, and no stock or consideration will be delivered in exchange therefor) will automatically convert into the right to

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receive a number of shares of Xxxxxxxxxx common stock. Upon completion of the First Merger, holders of Xxxxx common stock that received shares of Spinco common stock in the Spinco Distribution will own approximately 90% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis and holders of Xxxxxxxxxx common stock as of immediately prior to the First Effective Time will own approximately 10% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger Xxxxxxxxxx shareholder and Xxxxx stockholder bases, as described under “The Transactions — Calculation of the Merger Consideration.”

THE SPINCO DISTRIBUTION AND THE MERGER ARE A REVERSE XXXXXX TRUST-TYPE TRANSACTION AND ARE EXPECTED TO BE TAX-FREE TO XXXXX STOCKHOLDERS FOR U.S. FEDERAL INCOME TAX PURPOSES, EXCEPT TO THE EXTENT THAT CASH IS PAID TO XXXXX STOCKHOLDERS IN LIEU OF FRACTIONAL SHARES IN THE MERGER.

The definitive agreements entered into in connection with the Transactions include (1) the RMT Transaction Agreement, (2) the Separation Agreement, (3) the Employee Matters Agreement and (4) the Tax Matters Agreement. In addition, Xxxxx and Xxxxxxxxxx and certain of their respective affiliates, including Spinco, will enter into other Ancillary Agreements in connection with the Transactions. These agreements, which are described in greater detail in “Other Agreements Related to the Transactions,” will govern the relationship among Xxxxx and Xxxxxxxxxx and their respective affiliates, including Spinco, after the completion of the Transactions.

On the Closing Date, Xxxxx will distribute 100% of the shares of Spinco common stock to Xxxxx stockholders by way of a Spin-Off. Prior to the Spinco Distribution Date, the Xxxxx Board will, in accordance with applicable law, establish (or designate a committee of the Xxxxx Board to establish) a Distribution record date to allow the Spinco Distribution to occur as promptly as practicable and any appropriate procedures in connection with a Spin-Off. Each record holder of Xxxxx common stock on the Distribution record date (other than Xxxxx or any member of the Xxxxx Group) will be entitled to receive for each share of Xxxxx common stock held by such record holder as of the Distribution record date a number of shares of Spinco common stock equal to the total number of shares of Spinco common stock held by Xxxxx on the Spinco Distribution Date (and following the Initial Spin), multiplied by a fraction, the numerator of which is the number of shares of Xxxxx common stock held by such record holder as of the Distribution record date and the denominator of which is the total number of shares of Xxxxx common stock outstanding on the Distribution record date (for the avoidance of doubt, excluding shares held by any member of the Xxxxx Group or the Spinco Group).

The agent for the Spinco Distribution (the “Distribution Agent”) will hold book-entry shares representing all of the outstanding shares of Spinco common stock distributed in the Spinco Distribution for the account of those stockholders’ receiving shares of Spinco common stock in the Spinco Distribution, pending the completion of the Merger. Shares of Spinco common stock will not be able to be traded during this period. At the First Effective Time, those shares of Spinco common stock held by the Distribution Agent will automatically convert into the right to receive shares of Xxxxxxxxxx common stock, as described above. At the Second Effective Time, Second Merger Sub will merge with and into Spinco, whereby the separate corporate existence of Spinco will cease and Second Merger Sub will continue as the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter. The Spinco Distribution and the Merger are subject to certain conditions set forth in the RMT Transaction Agreement and the Separation Agreement. See “The Separation and Distribution Agreement — Conditions to the Spinco Distribution” and “The RMT Transaction Agreement — Conditions to the Merger.”

Prior to the First Effective Time, Xxxxxxxxxx will amend the Existing Xxxxxxxxxx Charter to, among other things, (a) effect a reverse stock split of all of the issued and outstanding shares of Xxxxxxxxxx common stock at a reverse stock split ratio to be determined by Xxxxx and Xxxxxxxxxx, and (b) increase the number of authorized shares of Glatfelter common stock from 120,000,000 shares to 240,000,000 shares. For further details regarding the reverse stock split, see “Information About the Xxxxxxxxxx Special Meeting — Share Issuance, Charter Amendment, Omnibus Plan and “Golden Parachute” Compensation Proposals.” See “Material U.S. Federal Income Tax Consequences” for a discussion of the anticipated tax effects of the reverse stock split.

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Upon completion of the First Merger, approximately 90% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis are expected to be held by holders of Spinco common stock as of immediately prior to the First Effective Time and approximately 10% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis are expected to be held by Xxxxxxxxxx shareholders as of immediately prior to the First Effective Time (in each case, excluding any overlaps in the pre-Merger Xxxxxxxxxx shareholder and Xxxxx stockholder bases). See “Risk Factors — Risk Factors Relating to the Transactions — Xxxxxxxxxx shareholders will, in the aggregate, have a significantly reduced ownership and voting interest in Xxxxxxxxxx after the completion of the Transactions and will exercise less influence over management.”

Following the Transactions, Xxxxxxxxxx, as the combined company, will own and operate the HHNF Business through Spinco and will also continue Xxxxxxxxxx’x current businesses. Upon Closing, Xxxxxxxxxx will change its name to Magnera Corporation (“Magnera”) and the NYSE ticker symbol to “MAGN”.

Q:   What are the steps for the Transactions described above?

A:

Below is a step-by-step list illustrating the material events relating to the Separation, the Spinco Distribution and the Merger. Each of these events, as well as any conditions to their completion, is discussed in more detail elsewhere in this document.

​

Step #1 — The Separation.   Prior to the Spinco Distribution and the Merger, Xxxxx will assign, transfer, convey and deliver (or will cause each of its applicable subsidiaries to assign, transfer, convey and deliver) to Spinco, or the applicable member(s) of the Spinco Group, certain assets and liabilities constituting the HHNF Business and will cause the members of the Spinco Group to assign, transfer, convey and deliver to Xxxxx or one or more of its other subsidiaries designated by Xxxxx (other than any member of the Spinco Group) certain excluded assets and excluded liabilities in order to separate the HHNF Business, in each case, as set forth in and subject to the terms and conditions of the Separation Agreement.

Step #2 — Special Cash Payment.   In connection with the Separation but prior to the First Effective Time, and as a condition to the Spinco Distribution, Spinco will make the Special Cash Payment to Xxxxx, which is a cash distribution to Xxxxx equal to the sum of (a) all of the proceeds of the Spinco Financing, (b) plus (i) the amount, if any, by which the cash and cash equivalents of Spinco as of immediately before the making of the Special Cash Payment exceeds the Minimum Cash Amount, or minus (ii) the amount, if any, by which the Minimum Cash Amount exceeds the cash and cash equivalents of Spinco as of immediately before the making of the Special Cash Payment, minus (c) the aggregate amount of the payoff letters setting forth the amount required to pay the indebtedness of Xxxxxxxxxx, minus (d) the aggregate amount required to pay the transaction expenses of Xxxxx, Spinco and Xxxxxxxxxx. See “The Separation and Distribution Agreement — The Separation — Special Cash Payment and Post-Closing Payments” for further description of adjustments to the Special Cash Payment. The Spinco Cash Distribution is expected to be approximately $1.1 billion, subject to adjustment, and will constitute the consideration that Xxxxx will receive in connection with the Closing.

Step #3 — Initial Spin.   Following the Separation and prior to the Spinco Distribution, BGI will distribute all of the issued and outstanding shares of Spinco common stock to Xxxxx.

Step #4 — The Spinco Distribution.   On the Closing Date, Xxxxx will distribute 100% of the shares of Spinco common stock to Xxxxx stockholders. Each record holder of Xxxxx common stock on the Distribution record date (other than Xxxxx or any member of the Xxxxx Group) will be entitled to receive for each share of Xxxxx common stock held by such record holder as of the Distribution record date a number of shares of Spinco common stock equal to the total number of shares of Spinco common stock held by Xxxxx on the Spinco Distribution Date (and following the Initial Spin), multiplied by a fraction, the numerator of which is the number of shares of Xxxxx common stock held by such record holder as of the Distribution record date and the denominator of which is the total number of shares of Xxxxx common stock outstanding on the Distribution record date (for the avoidance of doubt, excluding shares held by any member of the Xxxxx Group or the Spinco Group). See “The Separation and Distribution Agreement — The Spinco Distribution.”

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Step #5 — The Existing Xxxxxxxxxx Charter Amendment.   On the Closing Date and prior to the First Effective Time, Xxxxxxxxxx will amend the Existing Xxxxxxxxxx Charter to, among other things, (a) effect a reverse stock split of all of the issued and outstanding shares of Xxxxxxxxxx common stock at a reverse stock split ratio to be determined by Xxxxx and Xxxxxxxxxx, and (b) increase the number of authorized shares of Glatfelter common stock from 120,000,000 shares to 240,000,000 shares. The Xxxxxxxxxx Amended Charter will be the articles of incorporation of Xxxxxxxxxx until duly amended as provided therein or by applicable law.

Step #6 — The Merger.   In the First Merger, First Merger Sub will merge with and into Spinco, with Spinco continuing as the surviving corporation and wholly owned subsidiary of Glatfelter, and, in the Second Merger, Spinco will merge with and into Second Merger Sub, with Second Merger Sub being the surviving limited liability company and wholly owned subsidiary of Glatfelter. In the Merger, each issued and outstanding share of Spinco common stock (except for shares of Spinco common stock held by Spinco as treasury stock or by any other Spinco Entity, which will be canceled and cease to exist and no consideration will be delivered in exchange therefor) will automatically convert into the right to receive a number of shares of Xxxxxxxxxx common stock such that immediately following the First Effective Time, such holders of Xxxxx common stock that received shares of Spinco common stock in the Spinco Distribution will own approximately 90% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis and holders of Xxxxxxxxxx common stock as of immediately prior to the First Effective Time will own approximately 10% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger Xxxxxxxxxx shareholder and Xxxxx stockholder bases, as described under “The Transactions — Calculation of the Merger Consideration.”

The foregoing is subject to certain conditions to their completion. See “The RMT Transaction Agreement — Conditions to the Merger,” “The Separation and Distribution Agreement — Conditions to the Separation” and “The Separation and Distribution Agreement — Conditions to the Spinco Distribution.”

Q:   What are Xxxxxxxxxx’x reasons for pursuing the Transactions?

A:

In reaching its decision to approve the Transaction Documents and the Transactions and recommend that Xxxxxxxxxx shareholders approve the Share Issuance proposal and the Charter Amendment proposals, the Xxxxxxxxxx Board considered several factors as a whole and considered the relevant information and factors to be favorable to, and in support of, its determination. During its deliberations, the Xxxxxxxxxx Board also considered a variety of risks and other potentially negative factors. For the factors considered by the Xxxxxxxxxx Board in reaching its decision, see “Recommendation of the Xxxxxxxxxx Board; Xxxxxxxxxx’x Reasons for the Transactions.”

​

Q:   What is a Reverse Xxxxxx Trust-type transaction?

A:

A Reverse Xxxxxx Trust-type transaction structure allows a parent company (in this case, Xxxxx) to divest a subsidiary (in this case, Spinco) in a tax-efficient manner. The first step of such a transaction is a distribution of the subsidiary’s stock to the parent company stockholders (in this case, Xxxxx’x distribution of the Spinco common stock to Xxxxx stockholders in the Spinco Distribution, following the Separation, the Special Cash Payment and the Initial Spin) in a transaction that is generally tax-free under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”). The distributed subsidiary then combines with a third party (in this case, First Merger Sub and Second Merger Sub through the Merger). Such a transaction can qualify as generally tax-free for U.S. federal income tax purposes for the parent company and its stockholders if the transaction structure meets all applicable requirements, including that the parent company stockholders own more than 50% of the stock of the combined entity immediately after the business combination. For information about the material tax consequences resulting from the Transactions, see “Material U.S. Federal Income Tax Consequences.”

​

The parties determined that a Reverse Xxxxxx Trust-type transaction structure was an effective and efficient choice for the Transactions because, among other things, it provides a tax-efficient method to combine Xxxxxxxxxx and the HHNF Business, thereby making a Reverse Xxxxxx Trust-type structure economically more appealing to the parties as compared to a taxable transaction structure.

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Q:   What will be the relationship among Xxxxx, Xxxxxxxxxx and Xxxxxx after the completion of the Transactions?

A:

Following the Transactions, Spinco will no longer be a subsidiary of Berry. Instead, in the First Merger, First Merger Sub will merge with and into Spinco, whereby the separate corporate existence of First Merger Sub will cease and Spinco will continue as the surviving corporation and a direct wholly owned subsidiary of Glatfelter, and, subsequently, in the Second Merger, Spinco will merge with and into Second Merger Sub, whereby the separate corporate existence of Spinco will cease and Second Merger Sub will continue as the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter.

​

Xxxxx, Xxxxxx and Xxxxxxxxxx have entered into certain agreements, and will enter into certain additional agreements, that will govern certain arrangements among them following the completion of the Transactions relating to, among other things, employee matters, tax matters, transition services, intellectual property matters and data rights. See “Other Agreements Related to the Transactions.”

Q:   What equity stake will Glatfelter shareholders and Xxxxx stockholders hold in Xxxxxxxxxx following the Transactions?

A:

It is expected that upon completion of the First Merger, holders of Xxxxx common stock that received shares of Spinco common stock in the Spinco Distribution will own approximately 90% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis and holders of Xxxxxxxxxx common stock as of immediately prior to the First Effective Time will own approximately 10% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger Xxxxxxxxxx shareholder and Xxxxx stockholder bases, as described under “The Transactions — Calculation of the Merger Consideration.” The ownership of Magnera following the Transactions was the result of a negotiated value exchange between Xxxxx and Xxxxxxxxxx, which was based upon each party’s valuations, prior to the execution of the RMT Transaction Agreement and the Separation Agreement, of Xxxxxxxxxx and the HHNF Business.

​

Q:   What will Xxxxx stockholders receive in the Transactions?

A:

On the Closing Date, Xxxxx will distribute 100% of the shares of Spinco common stock to Xxxxx stockholders. Each record holder of Xxxxx common stock on the Distribution record date (other than Xxxxx or any member of the Xxxxx Group) will be entitled to receive for each share of Xxxxx common stock held by such record holder as of the Distribution record date a number of shares of Spinco common stock equal to the total number of shares of Spinco common stock held by Xxxxx on the Spinco Distribution Date (and following the Initial Spin), multiplied by a fraction, the numerator of which is the number of shares of Xxxxx common stock held by such record holder as of the Distribution record date and the denominator of which is the total number of shares of Xxxxx common stock outstanding on the Distribution record date (for the avoidance of doubt, excluding shares held by any member of the Xxxxx Group or the Spinco Group). In the Merger, each issued and outstanding share of Spinco common stock (except for shares of Spinco common stock held by Spinco as treasury stock or held by any other member of the Spinco Group, which will be canceled and cease to exist, and no consideration will be delivered in exchange therefor) will automatically convert into the right to receive a number of shares of Xxxxxxxxxx common stock such that immediately following the First Effective Time, such holders of Xxxxx common stock that received shares of Spinco common stock in the Spinco Distribution will own approximately 90% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis and holders of Xxxxxxxxxx common stock as of immediately prior to the First Effective Time will own approximately 10% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger Xxxxxxxxxx shareholder and Xxxxx stockholder bases, as described under “The Transactions — Calculation of the Merger Consideration.” Holders of Spinco common stock will receive cash from the Exchange Agent (as defined herein) in lieu of any fractional shares of Xxxxxxxxxx common stock to which such stockholders would otherwise be entitled. All shares of Xxxxxxxxxx common stock issued in the Merger will be issued in book-entry form.

​

As of September 3, 2024, based on the 5-day average reported closing price of $1.63 on the NYSE of Xxxxxxxxxx common stock as of such date and assuming a share issuance of approximately 429,507,351

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shares, without giving effect to the reverse stock split of Xxxxxxxxxx common stock, the shares of Xxxxxxxxxx common stock that Xxxxxxxxxx expects to issue in the Merger would have a market value of approximately $700,096,982 in the aggregate (the actual value will not be known until the Closing Date). The actual total value of the shares of Xxxxxxxxxx common stock to be issued in the Merger will depend on the market price of Xxxxxxxxxx common stock following the completion of the Transactions. As a result of the Transactions, the market price of Xxxxxxxxxx common stock could be significantly different from the reported closing price on the NYSE of Xxxxxxxxxx common stock prior to the completion of the Transactions. See “The Transactions — Calculation of the Merger Consideration.”

Q:

Are there any conditions to the completion of the Transactions?

​

A:

Yes. Each party’s obligation to complete the Merger is subject to the satisfaction or waiver by Xxxxx and/or Xxxxxxxxxx at or prior to the Closing of each of the following conditions:

​

•

the Distribution Registration Statement and the Xxxxxxxxxx Registration Statement must become effective under the Securities Act of 1933, as amended (the “Securities Act”);

​

•

the Xxxxxxxxxx Shareholder Approval must be obtained;

​

•

certain required regulatory approvals, as further described in the RMT Transaction Agreement, must be in full force and effect;

​

•

the Initial Spin, the Spinco Distribution and the Separation must have been completed;

​

•

the expiration or termination of any waiting period applicable to the Merger under applicable antitrust or competition laws in the United States and receipt of additional antitrust approvals in applicable jurisdictions;

​

•

Spinco must receive cash proceeds from the borrowing by Spinco under the Spinco Financing Agreements;

​

•

the Special Cash Payment must be consummated in accordance with the terms of the Separation Agreement;

​

•

the receipt by Xxxxx, with a copy to Xxxxxxxxxx, of (1) the Tax Opinions from Xxxxx’x tax counsel, dated as of the Closing Date, and (2) the IRS Ruling; and

​

•

other customary conditions.

​

Completion of the Separation is subject to the satisfaction or waiver by Xxxxx and Xxxxxxxxxx of the following condition:

•

each of the parties to the RMT Transaction Agreement must irrevocably confirm to each other that each of the conditions to such party’s obligations to effect the Merger has been satisfied, will be satisfied at the time of the Initial Spin or, subject to applicable laws, is or has been waived by such party.

​

Completion of the Spinco Distribution is subject to the satisfaction or waiver by Xxxxx and Xxxxxxxxxx of the following conditions:

•

the completion of the Separation substantially in accordance with the separation plan (other than those steps that are expressly contemplated to occur at or after the Spinco Distribution);

​

•

the completion of the Special Cash Payment in accordance with the Separation Agreement;

​

•

receipt by the Xxxxx Board of the Solvency Opinion from an independent appraisal firm as to the solvency of Spinco and the solvency and surplus of Xxxxx; and such Solvency Opinion will be reasonably acceptable to Xxxxx in form and substance in Xxxxx’x sole discretion; and such Solvency Opinion will not have been withdrawn or rescinded or modified in any respect adverse to Xxxxx;

​

•

the execution and delivery of the Ancillary Agreements by each party thereto;

​

•

each of the conditions to Xxxxx’x obligations to effect the Merger must be satisfied or waived (other than those conditions that by their nature are to be satisfied contemporaneously with the Initial Spin, the Spinco Distribution and/or the Merger, so long as such conditions are capable of being satisfied at such time); and

​

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•

Xxxxxxxxxx must have irrevocably confirmed to Xxxxx that each of the conditions to Xxxxxxxxxx’x obligations to effect the Merger has been satisfied, will be satisfied at the time of the Initial Spin and the Spinco Distribution or, subject to applicable laws, is or has been waived by Xxxxxxxxxx.

​

Many of the conditions, including without limitation the conditions related to the Solvency Opinion and the Tax Opinions, are not expected to be satisfied prior to the Xxxxxxxxxx shareholder meeting. The Solvency Opinion will be solely for the benefit of the Xxxxx Board in connection with Spinco Distribution and accordingly will not be provided to Xxxxxxxxxx shareholders.

For a description of the material conditions precedent to the Transactions, see “The RMT Transaction Agreement — Conditions to the Merger,” “The Separation and Distribution Agreement — Conditions to the Separation” and “The Separation and Distribution Agreement — Conditions to the Spinco Distribution.”

Q:   What will Xxxxxxxxxx shareholders receive in the Transactions?

A:

Glatfelter shareholders will not directly receive any consideration in the Merger. Prior to the First Effective Time, Xxxxxxxxxx will amend the Existing Xxxxxxxxxx Charter (as defined herein) to, among other things, (a) effect a reverse stock split of all of the issued and outstanding shares of Xxxxxxxxxx common stock at a reverse stock split ratio to be determined by Xxxxx and Xxxxxxxxxx, and (b) increase the number of authorized shares of Glatfelter common stock from 120,000,000 shares to 240,000,000 shares. Immediately after the Merger, Glatfelter shareholders will own shares in the combined company, Magnera, which will include the HHNF Business by virtue of the fact that Spinco will be merged with and into Second Merger Sub, whereby the separate corporate existence of Spinco will cease and Second Merger Sub will continue as the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter. Xxxxxxxxxx expects to become responsible for up to approximately $2,053 million of debt, including existing debt of the HHNF Business to be assumed by the Spinco Group, and debt that may be incurred by Spinco and used on the Closing Date to finance, in part, the Special Cash Payment and to otherwise fund the other Transactions and to pay the related transaction fees and expenses, with the ultimate amount of such debt subject to adjustment, as described in “The Separation and Distribution Agreement — The Separation — Special Cash Payment and Post-Closing Payments.” After the completion of the Transactions, the debt obligations incurred by Spinco with respect to the credit facilities contemplated pursuant to the Spinco Commitment Letter (as defined herein) will initially be guaranteed by Xxxxxxxxxx. In addition, the consolidated indebtedness of Xxxxxxxxxx and its subsidiaries will include the indebtedness of Spinco. See “Debt Financing.”

​

Q:   What is the estimated total value of the Transactions?

A:

As of September 3, 2024, before giving effect to the reverse stock split contemplated by the Reverse Stock Split proposal, Xxxxxxxxxx expects to issue approximately 429,507,351 shares of Xxxxxxxxxx common stock in the Merger, which amount is subject to change based on the timing of the Transactions and the terms of the Transaction Documents. See “The Transactions — Calculation of the Merger Consideration.” In addition, Xxxxx will receive a one-time Special Cash Payment, the calculation of which is subject to certain adjustments. Based upon the 5-day average reported closing price of $1.63 per share for Xxxxxxxxxx common stock on the NYSE as of September 3, 2024, and assuming a Share Issuance of approximately 429,507,351 shares, without giving effect to the reverse stock split of Xxxxxxxxxx common stock, and no adjustments to the Special Cash Payment, the total combined value of the shares to be issued by Xxxxxxxxxx and the cash expected to be received by Xxxxx from Spinco would be approximately $1,800 million. The actual number and value of the shares of Xxxxxxxxxx common stock to be issued in the Merger will depend on the market price of Xxxxxxxxxx common stock following the completion of the Transactions, and the amount of the Special Cash Payment will be determined based on adjustments thereto (if any). See “The Separation and Distribution Agreement — The Separation — Special Cash Payment and Post-Closing Payments.” As a result of the Transactions, the market price of Xxxxxxxxxx common stock could be significantly different from the reported closing price on the NYSE of Xxxxxxxxxx common stock prior to the completion of the Transactions.

​

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Q:

Are there possible adverse effects on the value of Xxxxxxxxxx common stock to be received by Xxxxxxxxxx and Xxxxx stockholders?

​

A:

The Share Issuance and the structure of the Spinco Distribution as a Spin-Off could negatively affect the market price of Xxxxxxxxxx common stock, including as a result of sales of a large number of shares of Xxxxxxxxxx common stock in the market after the completion of the Transactions or even the perception that these sales could occur. See “Risk Factors — Risk Factors Relating to the Transactions —​The price of Xxxxxxxxxx common stock could be adversely affected by the Spinco Distribution.”

​

Xxxxxxxxxx also expects to incur significant one-time costs in connection with the Transactions, including advisory, legal, accounting and other professional fees related to the Transactions, transition and integration expenses, such as consulting professionals’ fees, information technology implementation costs, financing fees and retention costs for certain executives, that Glatfelter management believes will be necessary to realize anticipated cost synergies. The incurrence of these costs may have an adverse effect on Xxxxxxxxxx’x liquidity or operating results in the periods in which they are incurred. Furthermore, Xxxxxxxxxx’x consolidated indebtedness will increase substantially from that prior to the Transactions. This increased level of indebtedness could adversely affect Xxxxxxxxxx, including by decreasing its business flexibility, which may result in declines in the market price of Xxxxxxxxxx common stock. Finally, Xxxxxxx will be required to devote a significant amount of time and attention to the process of integrating the operations of Xxxxxxxxxx and the HHNF Business. The market price of Xxxxxxxxxx common stock may be adversely affected if the Transactions are not successful or do not achieve the anticipated financial and other benefits, including the synergies Xxxxxxxxxx expects to achieve, due to integration or other challenges. The success of Xxxxxxxxxx’x business will also depend, in part, on factors such as Xxxxxxxxxx’x ability to compete effectively in highly competitive industries and Xxxxxxxxxx’x ability to attract and retain customers. See “Risk Factors” for a further discussion of the material risks relating to the Transactions and Xxxxxxx.

Q:   How will the Transactions impact the future liquidity and capital resources of Magnera?

A:

Xxxxxxxxxx’x level of consolidated indebtedness will increase as a result of the Transactions. Spinco expects to incur total indebtedness of up to approximately $1,585 million in connection with the term loan credit facility contemplated by the Spinco Commitment Letter. See “Debt Financing.” Following the completion of the Transactions, all obligations of Spinco with respect to the credit facilities contemplated by the Spinco Commitment Letter will be initially guaranteed by Xxxxxxxxxx. In addition, following the Merger, by virtue of the fact that Spinco will be merged with and into Second Merger Sub, whereby the separate corporate existence of Spinco will cease and Second Merger Sub will continue as the surviving limited liability company and will be a direct wholly owned subsidiary of Glatfelter, the consolidated indebtedness of Glatfelter and its subsidiaries will include the indebtedness of Spinco. Xxxxxxxxxx anticipates that its primary sources of liquidity for working capital and operating activities will be cash from operations and borrowings under the revolving credit facility contemplated by the Spinco Commitment Letter. Glatfelter expects that these sources of liquidity will be sufficient to make required payments of interest on the outstanding Xxxxxxxxxx debt and to fund working capital and capital expenditure requirements, including the significant one-time costs relating to the Transactions. Xxxxxxxxxx expects that Spinco will be able to comply with the financial and other covenants relating to the credit facilities contemplated by the Spinco Commitment Letter.

​

Q:   How will the rights of Glatfelter shareholders change after the Transactions?

A:

In connection with the Transactions, Xxxxxxxxxx will amend the Existing Xxxxxxxxxx Charter. On the Closing Date and prior to the First Effective Time, Xxxxxxxxxx will amend the Existing Xxxxxxxxxx Charter to, among other things, (a) effect a reverse stock split of all of the issued and outstanding shares of Xxxxxxxxxx common stock at a reverse stock split ratio to be determined by Xxxxx and Xxxxxxxxxx, and (b) increase the number of authorized shares of Glatfelter common stock from 120,000,000 shares to 240,000,000 shares. The Xxxxxxxxxx Amended Charter will be the articles of incorporation of Xxxxxxxxxx until duly amended as provided therein or by applicable law. For a description of the rights of shareholders under the Existing Xxxxxxxxxx Charter, see “Description of Capital Stock of Xxxxxxxxxx.”

​

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Q:   What will Xxxxx receive in the Transactions?

A:

Prior to the Spinco Distribution, Xxxxx will receive the Special Cash Payment in an amount equal to all of the proceeds of the Spinco Financing, after taking into account certain adjustments to calculate the Special Cash Payment, including, (i) an increase in the amount, if any, by which the cash and cash equivalents of Spinco as of immediately prior to the Special Cash Payment exceeds the Minimum Cash Amount, (ii) a reduction of the amount, if any, by which the Minimum Cash Amount exceeds the cash and cash equivalents of Spinco as of immediately prior to the Special Cash Payment, (iii) a reduction of the aggregate amount of the payoff letters setting forth the amount required to pay certain indebtedness of Xxxxxxxxxx and (iv) a reduction of the aggregate amount required to pay the transaction expenses of Xxxxx, Xxxxxx and Xxxxxxxxxx. See “The Separation and Distribution Agreement — The Separation — Special Cash Payment and Post-Closing Payments” for further description of adjustments to the Special Cash Payment.

​

Q:

Will the Spinco Distribution and the Merger affect the Xxxxx equity-based awards held by Spinco Employees?

​

A:

Yes. Certain Spinco Employees hold awards of units representing a general unsecured promise by Xxxxx to deliver a share of Xxxxx common stock (or the cash equivalent of Xxxxx common stock), upon the satisfaction of a vesting requirement, other than a performance based vesting requirement (“Xxxxx RSU Awards”), an option to purchase shares of Xxxxx common stock (“Xxxxx Option Awards”) and/or dividend equivalent rights representing a general unsecured promise by Xxxxx to deliver a cash payment, upon satisfaction of a vesting requirement with respect to a Xxxxx option (“Xxxxx DER Award”). Upon or following the Closing, with respect to Spinco Employees (other than those certain Spinco Employees specifically identified in the Employee Matters Agreement who are currently employed by the Spinco Group (the “Excluded Spinco Employees”)), (1) each Xxxxx RSU Award that was granted prior to February 6, 2024, and is outstanding (whether vested or unvested) as of the Closing will be cancelled, and Xxxxxxxxxx will xxxxx each such Spinco Employee an award of units representing a general unsecured promise by Xxxxxxxxxx to deliver a share of Xxxxxxxxxx common stock (or the cash equivalent of Xxxxxxxxxx common stock), upon the satisfaction of a vesting requirement, other than a performance based vesting requirement (“Xxxxxxxxxx RSU”), subject to the same terms and conditions as Xxxxx RSU Awards, except that the number of shares of Xxxxxxxxxx common stock to which such Xxxxxxxxxx RSU relates will be equal to the product, rounded up to the nearest whole number of shares, obtained by multiplying (a) the number of shares of Xxxxx common stock to which the corresponding Xxxxx RSU Award related immediately prior to the Closing by (b) the Xxxxxxxxxx Equity Adjustment Ratio (as defined herein), (2) each unvested Xxxxx Option Award that was granted prior to February 6, 2024, and is outstanding as of the Closing will be cancelled, and Xxxxxxxxxx will xxxxx each such Spinco Employee a Xxxxxxxxxx RSU that shall result in the same economic benefit to the Spinco Employee as the Xxxxx Option Award provided immediately prior to the cancellation and replacement, (3) each vested Xxxxx Option Award that was granted prior to February 6, 2024, and is outstanding as of the Closing shall remain outstanding and subject to the same terms and conditions in effect prior to the Closing, except that each Spinco Employee will be treated as having terminated employment due to retirement under the terms and conditions of such vested Xxxxx Option Awards, and (4) each unvested Xxxxx DER Award that was granted prior to February 6, 2024, and is outstanding as of the Closing will be cancelled and Xxxxxxxxxx will xxxxx each such Spinco Employee a Xxxxxxxxxx RSU that shall result in the same economic benefit to the Spinco Employee as the Xxxxx DER Award provided immediately prior to the cancellation and replacement and, upon satisfaction of a vesting requirement with respect to the cancelled Xxxxx DER Award on the same terms and conditions and for the same number of shares to which the unvested Xxxxx DER Awards relate. Xxxxx will pay to Spinco Employees any unpaid but vested portion of any outstanding Xxxxx DER Awards, less any applicable withholding taxes. Each Xxxxx RSU Award, Xxxxx Option Award and unvested Xxxxx DER Award granted to an Excluded Spinco Employee that is outstanding as of the Closing will remain an award denominated in Xxxxx common stock with the same terms and conditions, provided that such award may be equitably adjusted to the extent necessary to prevent the dilution or enlargement of rights thereunder as determined by the compensation committee of the Xxxxx Board (the “Xxxxx Compensation Committee”) to reflect the Spinco Distribution.

​

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For a more complete description of the treatment of Xxxxx equity-based awards held by Spinco Employees that are outstanding as of the Closing, see “The Transactions — Effects of the Spinco Distribution and the Merger on Outstanding Xxxxx Equity-Based Awards.”

Q:

Will the Spinco Distribution and the Merger affect the Xxxxx equity-based awards held by Xxxxx
employees?

​

A:

Certain current and former employees of Xxxxx who are not currently or will not become Spinco Employees as a result of the Spinco Distribution hold equity-based awards relating to shares of Xxxxx common stock. Upon or following the Closing, each Xxxxx RSU Award, award of units representing a general unsecured promise by Xxxxx to deliver a share of Xxxxx common stock (or the cash equivalent of a share of Xxxxx common stock), upon the satisfaction of a performance-based vesting requirement (“Xxxxx PSU Award”), Xxxxx Option Award and Xxxxx DER Award, in each case that is outstanding as of the Closing and held by a Xxxxx employee, will remain an award denominated in Xxxxx common stock with the same terms and conditions, provided that such award may be equitably adjusted to the extent needed to prevent the dilution or enlargement of rights thereunder as determined by the Xxxxx Compensation Committee to reflect the Spinco Distribution.

​

For a more complete description of the treatment of Xxxxx equity-based awards held by Xxxxx employees that are outstanding as of the Closing, see “The Transactions — Effects of the Spinco Distribution and the Merger on Outstanding Xxxxx Equity-Based Awards.”

Q:

What are the material U.S. federal income tax consequences to Xxxxx stockholders resulting from the Transactions?

​

A:

The completion of the Initial Spin, the Spinco Distribution, the Merger and certain related Transactions are conditioned upon Xxxxx’x receipt, with a copy to Xxxxxxxxxx, of (1) an opinion from its tax counsel substantially to the effect that, among other things, for U.S. federal income tax purposes, the Initial Spin, taken together with certain related Transactions, will qualify as a “reorganization” under Section 368(a)(1)(D) of the Code and a tax-free distribution under Section 355 of the Code, (2) an opinion from its tax counsel substantially to the effect that the Spinco Distribution will qualify as a tax-free distribution under Section 355 of the Code, (3) an opinion from its tax counsel substantially to the effect that the Merger will qualify as a “reorganization” under Section 368(a) of the Code (collectively, the “Tax Opinions”) and (4) a private letter ruling from the Internal Revenue Service (the “IRS”) regarding the qualification of the Separation, the Initial Spin, the Spinco Distribution, the Special Cash Payment and certain related Transactions for tax-free treatment (the “IRS Ruling”), which Xxxxx has received from the IRS. Provided that such transactions so qualify, Xxxxx stockholders will not recognize any income, gain or loss for U.S. federal income tax purposes upon the receipt of (1) Spinco common stock in the Spinco Distribution, or (2) Xxxxxxxxxx common stock in the Merger (except for any gain or loss attributable to the receipt of cash in lieu of fractional shares of Xxxxxxxxxx common stock). See “Material U.S. Federal Income Tax Consequences” for more information regarding the potential tax consequences of the Transactions.

​

Q:

What are the material U.S. federal income tax consequences to Xxxxxxxxxx and Xxxxxxxxxx shareholders resulting from the Transactions?

​

A:

Xxxxxxxxxx will not recognize any gain or loss for U.S. federal income tax purposes upon the completion of the Merger. Because Glatfelter shareholders in their capacity as such will not receive consideration in the Initial Spin, the Spinco Distribution or the Merger, Xxxxxxxxxx shareholders will generally not recognize gain or loss for U.S. federal income tax purposes upon the Initial Spin, the Spinco Distribution or the Merger. The reverse stock split is expected to qualify as a recapitalization within the meaning of Section 368(a)(1)(E) of the Code. Provided the reverse stock split so qualifies, Xxxxxxxxxx shareholders will not recognize any gain or loss on the reverse stock split, except with respect to the amount of cash (if any) received in respect of a fractional share. See “Material U.S. Federal Income Tax Consequences” for more information regarding the potential tax consequences of the Transactions. Xxxxxxxxxx shareholders should consult their own tax advisors for a full understanding of the tax consequences to them of the Transactions considering their particular circumstances.

​

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Q:

Are there risks associated with the Transactions?

​

A:

Yes. The material risks and uncertainties associated with the Transactions are discussed in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Those risks include, among others, the possibility that the Transactions may not be completed, the possibility that Xxxxxxxxxx may fail to realize the anticipated financial and other benefits of the Merger, the uncertainty that Xxxxxxxxxx will be able to integrate the HHNF Business successfully, the possibility that Xxxxxxxxxx may be unable to provide benefits and services or access to equivalent financial strength and resources to the HHNF Business that historically have been provided by Xxxxx and the substantial dilution to the ownership interest of current Xxxxxxxxxx shareholders following the completion of the Merger.

​

Q:

Who will serve on the Xxxxxxxxxx Board following the completion of the Transactions?

​

A:

As of the Second Effective Time, the Xxxxxxxxxx Board will consist of nine directors, consisting of the Chief Executive Officer of Xxxxxxxxxx as of immediately after the Second Effective Time (the “CEO Designee”), five directors designated by Xxxxx (“Xxxxx Designees”) and three directors designated by Xxxxxxxxxx, including the Chairperson of the Xxxxxxxxxx Board as of immediately after the Second Effective Time (“Xxxxxxxxxx Designees”). The initial term of Xxxxx Designees and Xxxxxxxxxx Designees will expire immediately following Xxxxxxxxxx’x first annual meeting of shareholders that occurs after the Second Effective Time. As of the expiration of such initial term, each member of the Xxxxxxxxxx Board will thereafter be elected for a one-year term expiring immediately following each of Xxxxxxxxxx’x annual meeting of shareholders. At least two of the Xxxxx Designees and one of the Xxxxxxxxxx Designees will be eligible to serve on the audit committee of the Xxxxxxxxxx Board under the applicable requirements of the SEC and the NYSE. See “The Transactions — Board of Directors and Management of Xxxxxxxxxx Following the Transactions” for more detailed information.

​

Q:

Xxxx Xxxxxxxxxx’x current senior management team manage the business of Xxxxxxxxxx after the Transactions?

​

A:

The RMT Transaction Agreement provides that, as of the Second Effective Time, Xxxxxx X. Xxxxx will serve as Chief Executive Officer of Xxxxxxxxxx. Xx. Xxxxx will be responsible for the strategic direction of Glatfelter, including its overall operations and performance. The RMT Transaction Agreement provides that, prior to the completion of the Transactions, Xxxxxxxxxx and Xxxxx are to cooperate and consult in good faith to appoint such other senior executive officers as are mutually agreed, and to determine such senior executive officers’ initial roles, titles and responsibilities, as of the Second Effective Time. Xxxxx Xxxx will serve as Executive Vice President, Chief Financial Officer & Treasurer of Xxxxxxxxxx, and Xxxxx Xxxxxx will serve as Executive Vice President and Chief Operating Officer of Xxxxxxxxxx. Prior to and after the completion of the Transactions, the Chief Executive Officer will have principal responsibility in the appointment of the senior executive team and their roles, titles and responsibilities. The Chief Executive Officer will also have principal responsibility in the approval of appointments for management positions for corporate functions of Xxxxxxxxxx. See “The Transactions — Board of Directors and Management of Xxxxxxxxxx Following the Transactions” for more detailed information.

​

Q:

What stockholder approvals are needed in connection with the Transactions?

​

A:

In order for the Transactions to close, Xxxxxxxxxx shareholders must approve each of the Share Issuance proposal and the Charter Amendment proposals by the requisite amount of votes of shares of Xxxxxxxxxx common stock at the Xxxxxxxxxx special meeting. In addition, Xxxxxxxxxx shareholders will be asked to approve the Omnibus Plan proposal and on an advisory (non-binding) basis, the “Golden Parachute” Compensation proposal. Xxxxxxxxxx shareholders must approve each of the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and on an advisory (non-binding) basis, the “Golden Parachute” Compensation proposal, by the affirmative vote of a majority of the votes cast in person or by proxy at the Xxxxxxxxxx special meeting by the holders of Xxxxxxxxxx shares entitled to vote on such proposals. Each shareholder of Xxxxxxxxxx entitled to vote shall be entitled to one vote for every such share standing in such shareholder’s name on the record date for the Xxxxxxxxxx special meeting. The approval of the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal are not conditions to the obligations of Xxxxxxxxxx to complete the Transactions.

​

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No vote of Xxxxx stockholders is required or being sought in connection with the Transactions.

Q:

Where will the Glatfelter shares issued in connection with the Merger be listed?

​

A:

Upon Closing, Xxxxxxxxxx’x shares will continue to be traded on the NYSE and Xxxxxxxxxx will change its name to Magnera Corporation and the NYSE ticker symbol to “MAGN”.

​

Q:

What is the current relationship between Xxxxxx and Xxxxxxxxxx?

​

A:

Spinco is currently a wholly owned subsidiary of Berry and was formed as a Delaware corporation on January 16, 2024, to effectuate the Separation, the Spinco Distribution and the Merger. Other than in connection with the Transactions, there is no relationship between Xxxxxx and Xxxxxxxxxx.

​

Q:

When will the Transactions be completed?

​

A:

Xxxxxxxxxx and Xxxxx expect the Transactions to be completed in the second half of 2024, subject to satisfaction of the closing conditions to the Transactions, including receipt of Xxxxxxxxxx Shareholder Approval. Xxxxxxxxxx shareholders must approve each of the Charter Amendment proposals and the Share Issuance proposal by the requisite amount of votes of shares of Xxxxxxxxxx common stock at the Xxxxxxxxxx special meeting to be held on October 23, 2024. In addition, other important conditions to the Closing exist, including, among other things, the completion of the Separation and the Spinco Distribution and the receipt by Xxxxx, with a copy to Xxxxxxxxxx, of the Tax Opinions and the IRS Ruling. Xxxxxxxxxx and Xxxxx have received all regulatory approvals and clearances under competition and foreign direct investment laws, which were conditions to the Closing as set forth in “The Transactions —  Regulatory Approvals.” Xxxxx has also received the IRS Ruling from the IRS. It is possible that factors outside of Xxxxxxxxxx’x and Xxxxx’x control could require Xxxxx to complete the Separation and the Spinco Distribution and Xxxxxxxxxx and Xxxxx to complete the Merger at a later time or not complete them at all. For a discussion of the conditions to the Separation and the Merger, see “The Transactions — Regulatory Approvals,” “The RMT Transaction Agreement — Conditions to the Merger,” “The Separation and Distribution Agreement — Conditions to the Separation” and “The Separation and Distribution Agreement — Conditions to the Spinco Distribution.”

​

Q:

Does the RMT Transaction Agreement contain an outside date which, once reached, allows a party to terminate?

​

A:

Yes. Subject to specified qualifications and exceptions, either Xxxxx or Xxxxxxxxxx may terminate the RMT Transaction Agreement at any time prior to the completion of the Merger if the Merger has not been completed by February 22, 2025, which is the earlier of (i) 18 months following the date of the RMT Transaction Agreement, or (ii) 45 days prior to the one-year anniversary of the expiration or termination of the waiting period under the HSR Act with respect to the Transactions (such date, the “Outside Date”). See “The RMT Transaction Agreement — Termination.”

​

Q:

Does Xxxxxxxxxx have to pay anything to Xxxxx if the RMT Transaction Agreement is terminated?

​

A:

Depending on the circumstances for termination of the RMT Transaction Agreement, Xxxxxxxxxx may have to pay Xxxxx a termination fee of $10.0 million (the “Xxxxxxxxxx Termination Fee”). For a discussion of the circumstances under which the Xxxxxxxxxx Termination Fee is payable by Xxxxxxxxxx, see “The RMT Transaction Agreement — Termination Fees and Expenses Payable in Certain Circumstances.”

​

Q:

Does Xxxxx have to pay anything to Xxxxxxxxxx if the RMT Transaction Agreement is terminated?

​

A:

Depending on the circumstances for termination of the RMT Transaction Agreement, Xxxxx may have to pay Xxxxxxxxxx a termination fee of $10.0 million (the “Xxxxx Termination Fee”). For a discussion of the circumstances under which the Xxxxx Termination Fee is payable by Xxxxx, see “The RMT Transaction Agreement — Termination Fees and Expenses Payable in Certain Circumstances.”

​

Q:

Who is the transfer agent for Xxxxxxxxxx common stock and Spinco common stock and the Exchange Agent for the Merger?

​

A:

Computershare Trust Company, N.A. is the transfer agent for Xxxxxxxxxx common stock and Spinco common stock and will be the exchange agent (the “Exchange Agent”) for the Merger.

​

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Q:

Who is the transfer agent for Xxxxx common stock?

​

A:

Computershare Trust Company, N.A. is the transfer agent for Xxxxx common stock.

​

Q:

Where can I find more information about Xxxxx, Xxxxxxxxxx, Xxxxxx and the Transactions?

​

A:

You can find out more information about Xxxxx, Xxxxxxxxxx, Xxxxxx and the Transactions by reading this document and, with respect to Xxxxx and Xxxxxxxxxx, from various sources described in “Where You Can Find More Information; Incorporation by Reference.”

​

Q:

Are there any appraisal rights for holders of Xxxxx common stock?

​

A:

No. There are no appraisal rights available to holders of Xxxxx common stock in connection with the Transactions.

​

Q:

Why has Xxxxx decided to separate the HHNF Business from Xxxxx and combine it with Xxxxxxxxxx through a Reverse Xxxxxx Trust-type transaction?

​

A:

Xxxxx has decided to pursue a combination of the HHNF Business with Xxxxxxxxxx to create a global leader in the specialty materials industry. The combination of Xxxxxxxxxx and the HHNF Business is expected to create a large-scale global franchise with an industry-leading solution set serving attractive, growing specialty materials markets. Executing this combination through a Reverse Xxxxxx Trust-type transaction is expected to be tax-efficient to Xxxxx and its stockholders. See “The Transactions —​Xxxxx’x Reasons for the Transactions” for more detailed information.

​

Q:

Xxxx Xxxxx stockholders who sell their shares of Berry common stock shortly before the completion of the Spinco Distribution and Merger still be entitled to receive shares of Glatfelter common stock with respect to the shares of Xxxxx common stock that were sold?

​

A:

Shares of Xxxxx common stock are currently listed on the NYSE under the ticker symbol “BERY.” It is currently expected that beginning not earlier than one business day before the Distribution record date and, continuing through the Closing, there will be two markets in shares of Xxxxx common stock on the NYSE: a “regular way” market and an “ex-distribution” market.

​

If a Berry stockholder sells shares of Xxxxx common stock in the “regular way” market under the symbol “BERY” during this time period, that Xxxxx stockholder will be selling both his or her shares of Xxxxx common stock and the right to receive shares of Spinco common stock that will be converted into shares of Xxxxxxxxxx common stock, and cash in lieu of fractional shares (if any), at the completion of the Merger. Xxxxx stockholders should consult their brokers before selling their shares of Xxxxx common stock in the “regular way” market during this time period to be sure they understand the effect of the NYSE “due-bill” procedures.

If a Berry stockholder sells shares of Xxxxx common stock in the “ex-distribution” market during this time period, that Xxxxx stockholder will be selling only his or her shares of Xxxxx common stock and will retain the right to receive shares of Spinco common stock that will be converted into Xxxxxxxxxx common stock, and cash in lieu of fractional shares (if any), at the completion of the Merger.

After the Closing, shares of Xxxxx common stock will no longer trade in the “ex-distribution” market, and shares of Xxxxx common stock that are sold in the “regular way” market will no longer reflect the right to receive shares of Spinco common stock that will be converted into Xxxxxxxxxx common stock, and cash in lieu of fractional shares (if any), at the completion of the Merger. See “The Transactions — Trading Markets.”

Q:

How do the Transactions impact Xxxxx’x dividend policy?

​

A:

Declarations of dividends on Xxxxx common stock are made at the discretion of the Xxxxx Board upon its determination that the declaration of dividends is in the best interest of Xxxxx stockholders. Xxxxx’x dividend policy considers the expectations and requirements of stockholders, capital funding requirements of Xxxxx and long-term growth opportunities. Xxxxx does not expect changes to its dividend policy due to the Transactions.

​

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Questions and Answers about the Xxxxxxxxxx Special Meeting

Q:

Why am I receiving this document and the proxy materials?

​

A:

Xxxxxxxxxx is sending this document and the proxy materials to its shareholders to help them decide how to vote their shares of Xxxxxxxxxx common stock with respect to the matters to be considered at the Xxxxxxxxxx special meeting in connection with the Transactions and to solicit their votes on these matters. Xxxxxxxxxx is holding a special meeting of shareholders to obtain the shareholder approval necessary for the Share Issuance proposal and the Charter Amendment proposals in connection with the Transactions and the shareholder approval necessary for the Omnibus Plan proposal. Glatfelter shareholders will also be asked to approve, on an advisory (non-binding) basis, the “golden parachute” compensation payments that will or may be paid by Xxxxxxxxxx to its named executive officers in connection with the Merger (the ““Golden Parachute” Compensation”).

​

This document is being delivered to you as a proxy statement of Xxxxxxxxxx and a prospectus of Xxxxxxxxxx in connection with the Transactions. It is the proxy statement by which the Xxxxxxxxxx Board is soliciting proxies from Xxxxxxxxxx shareholders to vote at the Xxxxxxxxxx special meeting, or at any adjournment or postponement of the Xxxxxxxxxx special meeting, on the approval of the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal. In addition, it is the prospectus by which Xxxxxxxxxx will issue shares of Xxxxxxxxxx common stock in the First Merger.

As a Xxxxxxxxxx shareholder, your vote is very important. You are encouraged to submit a proxy card or voting instruction form as soon as possible.

Q:

Who is entitled to vote at the Xxxxxxxxxx special meeting?

​

A:

The Xxxxxxxxxx Board has fixed the close of business on September 3, 2024, as the record date for the Xxxxxxxxxx special meeting (the “Xxxxxxxxxx record date”). You are entitled to receive notice of, and vote at, the Xxxxxxxxxx special meeting if you are record holder of shares of Xxxxxxxxxx common stock as of the Xxxxxxxxxx record date, provided that those shares remain outstanding on the date of the Xxxxxxxxxx special meeting.

​

Q:

Does the Xxxxxxxxxx Board recommend that Xxxxxxxxxx shareholders approve the Share Issuance proposal, the Charter Amendment proposals (including the Common Stock Authorization proposal and the Reverse Stock Split proposal), the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal?

​

A:

Yes, the Xxxxxxxxxx Board recommends that you vote:

​

•

“FOR” the Share Issuance proposal,

​

•

“FOR” the Charter Amendment proposals, including:

​

•

the Common Stock Authorization proposal, and

​

•

the Reverse Stock Split proposal,

​

•

“FOR” the Omnibus Plan proposal and

​

•

“FOR” the “Golden Parachute” Compensation proposal.

​

Q:

What are my options for voting on these proposals?

​

A:

A shareholder is entitled to one vote per share of stock owned on the Xxxxxxxxxx record date, on each item of business presented at the Xxxxxxxxxx special meeting.

​

•

For the Share Issuance proposal, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.

​

•

For each of the Charter Amendment proposals (the Common Stock Authorization proposal and the Reverse Stock Split proposal), a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.

​

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•

For the Omnibus Plan proposal, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.

​

•

For the “Golden Parachute” Compensation proposal, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.

​

Q:

Aside from these proposals, will any other business be acted upon at the Xxxxxxxxxx special meeting?

​

A:

No, Xxxxxxxxxx’x bylaws do not provide for the submission of other business to this special meeting of shareholders, other than by the Xxxxxxxxxx Board, and therefore, the business to be acted upon at the Xxxxxxxxxx special meeting will be limited to the business set forth in this document or a supplement to this document.

​

Q:

When and where will the Xxxxxxxxxx special meeting be held?

​

A:

The Xxxxxxxxxx special meeting will be held online via live audio webcast at the special meeting website noted below on October 23, 2024, at 8:00 a.m., Eastern Time. There will not be a physical meeting location, and you will not be able to attend the meeting physically in person.

​

Q:

How do I virtually attend the Xxxxxxxxxx special meeting?

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A:

You may attend the Xxxxxxxxxx special meeting live online by visiting xxx.xxxxxxxxxxxxxxxxxxxxxxxxx.xxx/XXX0000XX. You will need the 16-digit control number on your proxy card or voting instruction form to be able to attend the Xxxxxxxxxx special meeting. Instructions on how to attend and participate online at the Xxxxxxxxxx special meeting are posted at xxx.xxxxxxxxxxxxxxxxxxxxxxxxx.xxx/XXX0000XX. If you are a Xxxxxxxxxx shareholder as of the Xxxxxxxxxx record date, you should enter your control number and follow the prompt to log in.

​

Online check-in will begin at 7:45 a.m. Eastern Time, and you should allow ample time for the online check-in proceedings. We encourage you to access the meeting website prior to the start time of the Xxxxxxxxxx special meeting to familiarize yourself with the virtual platform and ensure you can hear the streaming audio. If you encounter any difficulties accessing the virtual special meeting during the check-in or meeting time, you should call the technical support number that will be posted on the login page of the meeting website.

Q:

Why is the Xxxxxxxxxx special meeting a virtual, online meeting?

​

A:

The Xxxxxxxxxx special meeting will be a virtual meeting of shareholders where shareholders will participate by accessing a website using the internet. There will not be a physical meeting location. Xxxxxxxxxx believes that hosting a virtual meeting will facilitate shareholder attendance and participation at the Xxxxxxxxxx special meeting by enabling shareholders to participate remotely from any location around the world. The Xxxxxxxxxx special meeting will be governed by Xxxxxxxxxx’x rules of conduct of meeting, which will be posted at xxx.xxxxxxxxxxxxxxxxxxxxxxxxx.xxx/XXX0000XX in advance of the meeting. Xxxxxxxxxx has designed the virtual Xxxxxxxxxx special meeting to provide the same rights and opportunities to participate as shareholders would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform.

​

Q:

How do I submit a question at the Xxxxxxxxxx special meeting?

​

A:

Glatfelter shareholders may submit questions in two ways. To ask appropriate questions in advance of the Xxxxxxxxxx special meeting, you may log into xxx.xxxxxxxxxxxxxxxxxxxxxxxxx.xxx/XXX0000XX and enter your 16-digit control number and use the “Submit a Question for Management” box. Alternatively, you will be able to submit appropriate questions live during the special meeting through the question and answer (“Q&A”) box by accessing the special meeting website at xxx.xxxxxxxxxxxxxxxxxxxxxxxxx.xxx/XXX0000XX. At the appropriate time, the chair of the special meeting will answer as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for such responses.

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Q:

What are Glatfelter shareholders being asked to vote on?

​

A:

At the Xxxxxxxxxx special meeting, you will be asked to consider and vote on:

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(1)   the issuance of Xxxxxxxxxx common stock to Spinco stockholders in the Merger as contemplated by the RMT Transaction Agreement (the “Share Issuance proposal”);

(2)   the Charter Amendment Proposals, including an amendment of the Existing Xxxxxxxxxx Charter (as shown in Annex C to this document) to:

(a)   increase the authorized shares of Glatfelter common stock from 120,000,000 shares to 240,000,000 shares (the “Common Stock Authorization proposal”); and

(b)   to effect a reverse stock split of Xxxxxxxxxx common stock at a ratio ranging from any whole number between 1-for-3 and 1-for-15, as determined by the Xxxxxxxxxx Board in its discretion (the “Reverse Stock Split proposal”, collectively with the Common Stock Authorization proposal, the “Charter Amendment proposals”);

(3)   the 2024 Omnibus Plan (the “Omnibus Plan proposal”); and

(4)   the “golden parachute” compensation payments that will or may be paid by Xxxxxxxxxx to its named executive officers in connection with the Merger (the “‘Golden Parachute’ Compensation proposal”).

The approval of the Share Issuance proposal and the Charter Amendment proposals is a condition to the obligations of Xxxxx and Xxxxxxxxxx to complete the Merger. The approval of the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal are not conditions to the obligations of Xxxxxxxxxx to complete the Transactions.

Xxxxxxxxxx does not expect any other business to be conducted at the Xxxxxxxxxx special meeting.

Q:

Why are Glatfelter shareholders being asked to consider and vote on a proposal to approve the 2024 Omnibus Plan through the Omnibus Plan Proposal?

​

A:

The purpose of the 2024 Omnibus Plan is to provide eligible individuals of Glatfelter and its affiliates with the opportunity to receive grants of incentive compensation awards as provided in the 2024 Omnibus Plan. Xxxxxxxxxx believes that the 2024 Omnibus Plan provides appropriate incentives for achieving long-range Xxxxxxxxxx goals and aligning eligible individuals’ financial interests with those of Xxxxxxxxxx’x other shareholders through compensation that is based on Xxxxxxxxxx common stock, thereby enhancing the long-term financial interests of Glatfelter and its affiliates.

​

Q:

What will happen if the Omnibus Plan proposal is not approved at the Xxxxxxxxxx special meeting?

​

A:

Approval of the Omnibus Plan proposal is not a condition to completion of the Merger. Accordingly, Xxxxxxxxxx shareholders may vote against the Omnibus Plan proposal and vote in favor of the Share Issuance proposal, the Charter Amendment proposals and the “Golden Parachute” Compensation proposal. However, the Xxxxxxxxxx Board has recommended voting “FOR” the Omnibus Plan proposal, so that after the Merger, Xxxxxxxxxx will have the ability to grant incentive compensation awards to eligible individuals.

​

Q:

Why are Xxxxxxxxxx shareholders being asked to consider and vote on a proposal to approve, on an advisory (non-binding) basis, the “Golden Parachute” Compensation?

​

A:

The SEC has adopted rules that require Xxxxxxxxxx to seek an advisory (non-binding) vote on “golden parachute” compensation. “Golden Parachute” Compensation refers to certain compensation that is tied to or based on the Merger and that will or may be paid by Xxxxxxxxxx to its named executive officers in connection with the Merger.

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Q:

What will happen if the “Golden Parachute” Compensation proposal is not approved at the Xxxxxxxxxx special meeting?

​

A:

Approval of the “Golden Parachute” Compensation proposal is not a condition to completion of the Merger. Accordingly, Xxxxxxxxxx shareholders may vote against the “Golden Parachute” Compensation proposal and vote in favor of the Share Issuance proposal, the Charter Amendment proposals and the Omnibus Plan proposal. The “Golden Parachute” Compensation proposal vote is an advisory (non-binding) vote. If the Merger is completed, the compensation described in the “Golden Parachute” Compensation proposal will or may be paid to Xxxxxxxxxx’x named executive officers to the extent payable in accordance with the terms of their respective compensation agreements and contractual arrangements even if Xxxxxxxxxx shareholders do not approve the “Golden Parachute” Compensation proposal.

​

Q:

What constitutes a quorum for the Xxxxxxxxxx special meeting?

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A:

The presence, in person or by proxy, of the shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter will constitute a quorum. Xxxxxxxxxx shareholders present virtually during the Xxxxxxxxxx special meeting will be considered present in person at the Xxxxxxxxxx special meeting for the purpose of considering such matter. If a quorum is not present, the Xxxxxxxxxx special meeting will be adjourned to reconvene at such time and place as may be determined. If a shareholder of record signs and returns the accompanying proxy card, but does not make any selections, the Xxxxxxxxxx Board’s appointed proxy holders will have discretion to vote the shareholder’s shares on behalf of the shareholder at the Xxxxxxxxxx special meeting as recommended by the Xxxxxxxxxx Board.

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If you hold shares of Xxxxxxxxxx common stock entitled to vote at the Xxxxxxxxxx special meeting through a bank, brokerage firm or other nominee, you may instruct your bank, brokerage firm or other nominee to vote your shares by following the instructions that the bank, brokerage firm or nominee provides to you. If you do not provide voting instructions to your brokerage firm pursuant to their directions, your shares of Xxxxxxxxxx common stock entitled to vote at the Xxxxxxxxxx special meeting will not be voted.

Q:

What Xxxxxxxxxx shareholder vote is required for the approval of the proposals at the Xxxxxxxxxx special meeting?

​

A:

Approval of the Share Issuance proposal, approval of each of the Charter Amendment proposals (the Common Stock Authorization proposal and the Reverse Stock Split proposal), approval of the Omnibus Plan proposal and approval, on an advisory (non-binding) basis, of the “Golden Parachute” Compensation proposal each requires the affirmative vote of a majority of the votes cast in person or by proxy at the Xxxxxxxxxx special meeting by the holders of shares entitled to vote on such proposals.

​

Each shareholder of Xxxxxxxxxx entitled to vote shall be entitled to one vote for every such share standing in such shareholder’s name on the record date for the Xxxxxxxxxx special meeting.

No Xxxxxxxxxx shareholders have entered into agreements to vote in favor of the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal or, on an advisory (non-binding) basis, the “Golden Parachute” Compensation proposal. See “— Are any Xxxxxxxxxx shareholders already committed to vote in favor of any of the proposals to be considered and voted on at the Xxxxxxxxxx special meeting?”

Q:

How many votes do Xxxxxxxxxx shareholders have at the Xxxxxxxxxx special meeting?

​

A:

As of the Xxxxxxxxxx record date, there were 45,498,143 issued and outstanding shares of Xxxxxxxxxx common stock, and approximately 2.46% of the issued and outstanding shares of Glatfelter common stock were held by Xxxxxxxxxx’x directors and executive officers and their affiliates. Xxxxxxxxxx currently expects that Xxxxxxxxxx’x directors and executive officers and their affiliates will vote their shares of Xxxxxxxxxx common stock in favor of the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal.

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Q:

Are any Xxxxxxxxxx shareholders already committed to vote in favor of any of the proposals to be considered and voted on at the Xxxxxxxxxx special meeting?

​

A:

No Xxxxxxxxxx shareholders have entered into agreements to vote in favor of the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and, on an advisory (non-binding) basis, the “Golden Parachute” Compensation proposal. See “— What Xxxxxxxxxx shareholder vote is required for the approval of the proposals at the Xxxxxxxxxx special meeting?”

​

Q:

What if my bank, brokerage firm or other nominee holds my shares in “street name”?

​

A:

If you hold your shares in “street name” through a bank, brokerage firm or other nominee, you should have received access to this document from your bank, brokerage firm or other holder of record with instructions on how to instruct the holder of record to vote your shares. A brokerage firm cannot vote shares held in “street name” on matters designated as “non-routine” unless the brokerage firm receives voting instructions from the “street name” holder. It is expected that all proposals to be voted on at the Xxxxxxxxxx special meeting are “non-routine” matters. As a result, if you are a “street name” holder of shares of Xxxxxxxxxx common stock entitled to vote at the Xxxxxxxxxx special meeting and you do not provide voting instructions to your brokerage firm, such shares will not be voted. This will have no effect on the vote for the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal as these will not be votes cast.

​

Q:

If I am a Xxxxxxxxxx shareholder, how do I vote?

​

A:

Via the Internet or Phone

​

If you are a record holder (also called a registered shareholder) of Xxxxxxxxxx common stock, meaning you hold your shares in your own name as a holder of record, and are entitled to vote at the Xxxxxxxxxx special meeting as of the Xxxxxxxxxx record date, telephone and internet voting are available 24 hours a day through 11:59 p.m. (Eastern Time) on October 22, 2024, or you can instruct the proxy holders named in the enclosed proxy card how to vote your shares. If you are located in the United States or Canada and are a Xxxxxxxxxx holder of record as of the Xxxxxxxxxx record date, you can vote your Xxxxxxxxxx common stock entitled to vote by calling toll-free 0-000-000-0000. Whether you are a Xxxxxxxxxx holder of record or a beneficial owner, you can also vote your Xxxxxxxxxx common stock entitled to vote on the internet at xxx.xxxxxxxxx.xxx.

Both the telephone and internet voting systems have easy-to-follow instructions on how you may vote your shares and allow you to confirm that the system has properly recorded your vote. If you are voting your Xxxxxxxxxx common stock by telephone or internet, you should have on hand when you call or access the website, as applicable, the Notice of Special Meeting, the proxy card or voting instruction form. If you vote by telephone or internet, you do not need to return your proxy card.

By Mail

If you hold shares of Xxxxxxxxxx common stock entitled to vote at the Xxxxxxxxxx special meeting directly in your name as a holder of record (that is, if your shares of Xxxxxxxxxx common stock are registered in your name with Computershare Trust Company, N.A., Xxxxxxxxxx’x transfer agent), you will need to sign, date and mark your proxy card and return it using the postage-paid return envelope provided. Xxxxxxxxxx must receive your proxy card no later than the close of business on October 22, 2024.

If you hold shares of Xxxxxxxxxx common stock entitled to vote at the Xxxxxxxxxx special meeting in “street name,” meaning through a bank, brokerage firm, nominee or other holder of record, to vote by mail, you will need to sign, date and mark the voting instruction form provided by your bank, brokerage firm, nominee or other holder of record with these materials and return it in the postage-paid return envelope provided. Your bank, brokerage firm, nominee or other holder of record must receive your voting instruction form in sufficient time to vote your shares.

In Person (Virtually)

While holders of Xxxxxxxxxx common stock entitled to vote at the Xxxxxxxxxx special meeting are encouraged to vote by proxy, you also have the option of voting your shares of Xxxxxxxxxx common

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stock entitled to vote in person (virtually) at the Xxxxxxxxxx special meeting. To vote online at the Xxxxxxxxxx special meeting, you will need the control number on your proxy card or voting instruction form. If your shares of Xxxxxxxxxx common stock entitled to vote are registered directly in your name with Xxxxxxxxxx’x transfer agent, you are considered the holder of record with respect to such shares of Xxxxxxxxxx common stock and you have the right to attend the Xxxxxxxxxx special meeting and vote in person, subject to compliance with the procedures described below. If your shares of Xxxxxxxxxx common stock entitled to vote are held in a brokerage account or by a bank or other nominee, you are the beneficial owner of such Xxxxxxxxxx common stock. As such, to vote in person, you must follow the instructions provided by your bank, brokerage firm or nominee.

Q:

What is “householding”?

​

A:

To reduce the expense of delivering duplicate copies of this document and the proxy materials to shareholders who may have more than one account holding Xxxxxxxxxx common stock but share the same address and last name, Xxxxxxxxxx has adopted a procedure permitted by SEC rules called “householding.” Under this procedure, certain holders of record of shares of Xxxxxxxxxx common stock who have the same address and last name will receive only one copy of this document and any additional proxy materials that are delivered until such time as one or more of these shareholders notifies Xxxxxxxxxx that they want to receive separate copies. Glatfelter shareholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

​

If you receive a single copy of this document and proxy materials as a result of householding, and you would like to have separate copies of this document and any other proxy materials mailed to you, please contact Xxxxxxxxxx Corporation, 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (telephone number (000) 000 0000). Xxxxxxxxxx will promptly deliver, upon oral or written request, these requested materials. You can also contact Xxxxxxxxxx Investor Relations at the address and telephone number above if you received multiple copies of this document and would prefer to receive a single copy in the future, or if you would like to opt out of householding for future mailings.

Q:

What do I do if I receive more than one set of voting materials?

​

A:

You may receive more than one set of voting materials, including multiple copies of this document and multiple proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you will receive a separate instruction card for each brokerage account in which you hold shares. In addition, if you are a holder of record and your shares are held in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction form you receive or submit each proxy or voting instruction by telephone or internet by following the instructions on your proxy cards or the voting instruction forms.

​

Q: Who is soliciting this proxy?

A:

Solicitation of proxies is made on behalf of the Xxxxxxxxxx Board. The cost of soliciting proxies, including preparing, assembling and mailing the proxy statement, form of proxy card and other soliciting materials, as well as the cost of forwarding such material to the beneficial owners of stock, will be paid by Xxxxxxxxxx, except for some costs associated with individual shareholders’ use of the Internet or telephone, and postage.

​

In addition to the solicitation by electronic communications and/or mail, directors, officers, regular employees and others may also, but without compensation other than their regular compensation, solicit proxies personally or by telephone or other means of electronic communication. Xxxxxxxxxx may reimburse brokers and others holding stock in their names or in the names of nominees for their reasonable out-of-pocket expenses in sending proxy materials to principals and beneficial owners.

Xxxxxxxxxx has also made arrangements with MacKenzie Partners, Inc. to assist in soliciting proxies and in communicating with Xxxxxxxxxx shareholders.

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Q:

What if I fail to vote or abstain?

​

A:

An abstention occurs when a holder of shares of Xxxxxxxxxx common stock entitled to vote at the Xxxxxxxxxx special meeting attends the Xxxxxxxxxx special meeting in person and does not vote or returns a proxy with an “abstain” vote. If you submit a proxy card on which you indicate that you abstain from voting, your abstention will not be recorded as a vote cast “FOR” or “AGAINST” the applicable proposal and will have no effect on the applicable proposal.

​

If you are a holder of shares of Xxxxxxxxxx common stock entitled to vote at the Xxxxxxxxxx special meeting and you do not attend the Xxxxxxxxxx special meeting in person or return a proxy, or if you hold your shares in “street name” and you do not provide voting instructions to your brokerage firm, your shares will not be voted and will not be recorded as a vote cast. This will have no effect on the vote for the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal.

Q:

What will happen if I sign and return my proxy card without indicating how to vote?

​

A:

If you sign and return your proxy card without indicating how to vote on any particular proposal, the Xxxxxxxxxx common stock entitled to vote at the Xxxxxxxxxx special meeting represented by your proxy will be voted as recommended by the Xxxxxxxxxx Board with respect to that proposal.

​

Q:

What happens if I sell my shares of Xxxxxxxxxx common stock after the Xxxxxxxxxx record date but before the Xxxxxxxxxx special meeting?

​

A:

The Xxxxxxxxxx record date (the close of business on September 3, 2024) is earlier than the date of the Xxxxxxxxxx special meeting and earlier than the date that the Merger is expected to be completed. If you sell or otherwise transfer your shares of Xxxxxxxxxx common stock entitled to vote at the Xxxxxxxxxx special meeting after the Xxxxxxxxxx record date but before the date of the Xxxxxxxxxx special meeting, you will retain your right to vote at the Xxxxxxxxxx special meeting.

​

Q:

May I change my vote after I have delivered my proxy card or voting instruction form?

​

A:

Yes. Any Xxxxxxxxxx shareholder giving a proxy has the power to revoke it before it is exercised.

​

If you are a Xxxxxxxxxx shareholder, you may change or revoke your vote on the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal by (1) delivering a written revocation of your proxy to Xxxxxxxxxx’x Secretary, (2) submitting a later-dated proxy (or voting instruction form if you hold your shares in street name), (3) voting on the special meeting website identified on your proxy card or voting instruction form prior to the Xxxxxxxxxx special meeting or (4) voting on the special meeting website during the Xxxxxxxxxx special meeting. Any signed proxy revocation or new signed proxy must be received before the start of the Xxxxxxxxxx special meeting and in accordance with the voting instructions and timing accompanying such proxy card or voting instruction form.

Attendance at the Xxxxxxxxxx special meeting alone will not revoke any proxy. If not revoked, the proxy will be voted at the Xxxxxxxxxx special meeting in accordance with your instructions.

If your shares are held in an account at a bank, brokerage firm or other nominee and you have delivered your voting instruction form to your bank, brokerage firm or other nominee, you should contact your bank, brokerage firm or other nominee to change your vote.

Q:

How do I obtain the voting results from the Xxxxxxxxxx special meeting?

​

A:

Preliminary voting results will be announced at the Xxxxxxxxxx special meeting. In addition, within four business days following certification of the final voting results, Xxxxxxxxxx intends to file the final voting results of the Xxxxxxxxxx special meeting with the SEC on a Current Report on Form 8-K.

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Q: Whom should I contact if I have any questions about the proxy materials or voting?

A:

If you have any questions about the proxy materials or if you need assistance submitting your proxy card or voting instruction form or voting your shares or need additional copies of this document or the enclosed proxy card, you should contact the information agent or proxy solicitation agent for Xxxxxxxxxx:

​

MacKenzie Partners, Inc.
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Shareholders Call Toll Free: 000-000-0000 or 000-000-0000
Email: XXX@xxxxxxxxxxxxxxxxx.xxx

If your shares are held in “street name,” through a bank, brokerage firm or other nominee, you should contact such bank, brokerage firm or other nominee if you need to obtain voting instruction forms or have questions on how to vote your shares.

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SUMMARY

The following summary contains certain information described in more detail elsewhere in this document. It does not contain all the details concerning the Transactions, including information that may be important to you. To better understand the Transactions, and for a description of the legal terms governing the Transactions, please read carefully and in its entirety this document, including the annexes hereto, and the documents incorporated by reference herein, as well as the registration statement of which this document forms a part, including the exhibits to the registration statement. See “Where You Can Find More Information; Incorporation by Reference.”

Parties to the Transactions

Xxxxxxxxxx Corporation

Xxxxxxxxxx is a leading global supplier of engineered materials. Xxxxxxxxxx’x high-quality, innovative and customizable solutions are found in tea and single-serve coffee filtration, personal hygiene, as well as in many diverse packaging, home improvement and industrial applications. Xxxxxxxxxx’x operations utilize a variety of manufacturing technologies including airlaid, wetlaid and spunlace with 15 manufacturing sites located in the United States, Canada, Germany, the United Kingdom, France, Spain and the Philippines.

Glatfelter manages its business and makes investment decisions under a functional operating model with three distinct reporting segments: Airlaid Materials, Composite Fibers and Spunlace. Xxxxxxxxxx’x Airlaid Materials segment is a leading global supplier of highly absorbent and engineered cellulose-based airlaid nonwoven materials, primarily used to manufacture consumer products for growing global end-user markets. Airlaid Materials’ customers are industry leading consumer product companies, as well as private label converters. Xxxxxxxxxx’x Composite Fibers segment processes specialty long fibers, primarily from natural sources such as abaca, and other materials. Xxxxxxxxxx’x Spunlace segment is a global leading specialty manufacturer of premium quality spunlace nonwovens for critical cleaning, high-performance materials, personal care, surface disinfecting wipes, hygiene, beauty care and medical applications.

Xxxxxxxxxx’x principal executive office is located at 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000. Xxxxxxxxxx common stock is listed on the NYSE under the symbol “GLT”.

This document incorporates important business and financial information about Xxxxxxxxxx from other documents that are not included in or delivered with this document. For a more detailed description of Xxxxxxxxxx’x business and operations, see Xxxxxxxxxx’x filings with the SEC incorporated by reference herein. See “Where You Can Find More Information; Incorporation by Reference.”

Xxxxx Global Group, Inc.

Xxxxx is a leading global supplier of a broad range of innovative rigid, flexible and non-woven products. Berry sells its products predominantly into stable, consumer-oriented end markets. Xxxxx’x customers consist of a diverse mix of global, national, regional and local specialty businesses.

The principal executive offices of Berry and BGI are located at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, and the telephone number is (000) 000-0000. Xxxxx also maintains an Internet site at xxxx://xxx.xxxxxxxxxxx.xxx. Xxxxx’x website and the information contained therein or connected thereto shall not be deemed to be incorporated into this document (except for its SEC reports expressly incorporated by reference herein) and you should not rely on any such information in making your investment decision.

The foregoing information does not purport to be complete. Certain additional information relating to Xxxxx’x business, management, executive officer and director compensation, voting securities and certain relationships is provided in other documents filed by Xxxxx with the SEC. If you desire copies of any of these documents, you may contact Xxxxx at its address and phone number indicated under “Where You Can Find More Information; Incorporation by Reference.”

Treasure Holdco, Inc.

Spinco, a wholly owned subsidiary of Berry, was incorporated in Delaware on January 16, 2024, for the purpose of serving as a holding company of the HHNF Business and to effect the Separation. Spinco has

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not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Transactions. In connection with the Transactions, Spinco has entered into several arrangements that will provide financing to fund the Special Cash Payment and the other Transactions and to pay related transaction fees and expenses. The principal executive office of Spinco is located at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, and the telephone number is (000) 000-0000.

The HHNF Business

Xxxxx’x HHNF Business is a leading global supplier of a broad range of innovative non-woven and related products that service global markets. The HHNF Business sells its products predominantly into stable, consumer-oriented end markets, such as healthcare, personal care and infection prevention. Its customers consist of a mix of leading global, national and mid-sized regional businesses.

The HHNF Business’ operations are organized into two reporting segments, Americas and Rest of World, to align the HHNF Business with its customers, optimize costs, provide improved service and drive future growth. The Americas segment is the HHNF Business’ largest segment, accounting for 67% of consolidated net sales. Its operations consist of 17 manufacturing facilities. The segment primarily manufactures a wide range of products and components of healthcare and hygiene products including baby diapers, medical garments, wipes, dryer sheets, face masks and filtration. The Rest of World segment represents 33% of the HHNF Business’ consolidated net sales. Its operations consist of 13 manufacturing facilities. This segment primarily manufactures a broad collection of healthcare, hygiene and industrial products and components of products including baby diapers, medical garments, wipes, face masks, corrosion protection, cable wrap and filtration. Additional financial information about the HHNF Business segments is provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the HHNF Business” and “Notes to Consolidated Financial Statements,” which are included elsewhere in this document.

The HHNF Business’ reaches its customer base through a direct sales force of dedicated professionals. The HHNF Business’ scale enables it to dedicate certain sales and marketing efforts to particular customers. The major markets in which the HHNF Business sells its products are highly competitive. This competition is significant as to both the size and the number of competing firms. The HHNF Business’ primary raw material is polymer resin. In addition, the HHNF Business uses other materials such as fiber, paper and packaging materials. The HHNF Business has historically been able to manage the supply chain disruption by working closely with its suppliers and customers. Changes in the price of raw materials are generally passed on to customers through contractual price mechanisms over time, during contract renewals and other means. The HHNF Business customarily seeks patent and trademark protection for its products and brands while seeking to protect its proprietary know-how. While important to the HHNF Business in the aggregate, sales of any one individually patented product is not considered material to any specific segment or the consolidated results.

Sustainability is comprehensively embedded across the business. With the HHNF Business’ global scale, deep industry experience and strong capabilities, Xxxxx believes it is uniquely positioned to assist its customers in the design and development of more sustainable packaging. The HHNF Business also works globally on continuous improvement of employee safety, energy usage, water efficiency, waste reduction, recycling and reducing Greenhouse Gas (GHG) emissions. The HHNF Business anticipates higher demand for products with lower emissions intensity where polymer resin-based products are inherently well positioned since they typically have lower GHG emissions per functional unit compared to heavier alternatives.

At the end of the Xxxxx (and Spinco) fiscal year ended September 30, 2023, the HHNF Business employed approximately 6,000 employees. Employee safety is a core value. The HHNF Business seeks to attract, develop and retain talent throughout the business with a succession management strategy and a holistic approach to developing key managers and identifying future leaders. The HHNF Business seeks to ensure that everyone is motivated to perform every day. The HHNF Business communicates through regular employee meetings with business and market updates and information on production, safety, quality and other operating metrics. The HHNF Business strives to build a safe and inclusive culture where employees

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feel valued and treated with respect. HHNF Business employees are expected to act with integrity, and the HHNF Business maintains a Global Code of Business Ethics and provides the framework for ethical business.

The HHNF Business is party to various legal proceedings involving routine claims, which are incidental to its business. Although the legal and financial liability with respect to such proceedings cannot be estimated with certainty, the HHNF Business believes that any ultimate liability would not be material to the business, financial condition, results of operations or cash flows.

The Transactions

Overview

On February 6, 2024, Xxxxxxxxxx and the Merger Subs entered into certain definitive agreements with Xxxxx and Spinco. Pursuant to the definitive agreements and subject to the terms and conditions contained therein, among other things, (1) Xxxxx will transfer the HHNF Business to Spinco (the Separation), (2) Spinco will make the Special Cash Payment to Xxxxx. The Special Cash Payment, which will constitute the cash consideration that Xxxxx will receive in connection with the Closing, is estimated to be approximately $1.1 billion, subject to adjustment, and is equal to all of the proceeds of the Spinco Financing, after taking into account certain adjustments to calculate the Special Cash Payment (the Special Cash Payment), (3) Xxxxx will distribute to its stockholders all of the issued and outstanding shares of Spinco common stock held by Xxxxx by way of a Spin-Off, (4) Xxxxxxxxxx will amend the Existing Xxxxxxxxxx Charter to, among other things, effect a reverse stock split of all of the issued and outstanding shares of Xxxxxxxxxx common stock and increase the number of authorized shares of Xxxxxxxxxx common stock and (5) First Merger Sub will be merged with and into Spinco, whereby the separate corporate existence of First Merger Sub will cease and Spinco will continue as the surviving corporation and a direct wholly owned subsidiary of Glatfelter, immediately following which, Spinco will be merged with and into Second Merger Sub, whereby the separate corporate existence of Spinco will cease and Second Merger Sub will continue as the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter (the Merger). The Transactions are structured as a Reverse Xxxxxx Trust-type transaction. This structure was chosen because, among other things, it provides a tax-efficient method to combine Xxxxxxxxxx and the HHNF Business.

Upon completion of the First Merger, approximately 90% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis are expected to be held by holders of Spinco common stock as of immediately prior to the First Effective Time and approximately 10% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis are expected to be held by Xxxxxxxxxx shareholders as of immediately prior to the First Effective Time (in each case, excluding any overlaps in the pre-Merger Xxxxxxxxxx shareholder and Xxxxx stockholder bases).

Transaction Steps

Below is a step-by-step list illustrating the material events relating to the Separation, the Spinco Distribution and the Merger. Each of these events, as well as any conditions to their completion, is discussed in more detail elsewhere in this document.

Step #1 — The Separation.   Prior to the Spinco Distribution and the Merger, Xxxxx will assign, transfer, convey and deliver (or will cause each of its applicable subsidiaries to assign, transfer, convey and deliver) to Spinco, or the applicable member(s) of the Spinco Group, certain assets and liabilities constituting the HHNF Business and will cause the members of the Spinco Group to assign, transfer, convey and deliver to Xxxxx or one or more of its other subsidiaries designated by Xxxxx (other than any member of the Spinco Group) certain excluded assets and excluded liabilities to separate the HHNF Business, in each case, as set forth in and subject to the terms and conditions of the Separation Agreement.

Step #2 — Special Cash Payment.   Prior to the First Effective Time, and as a condition to the Spinco Distribution, Spinco will make the Special Cash Payment to Xxxxx, which is a cash distribution to Xxxxx equal to all of the proceeds of the Spinco Financing, after taking into account certain adjustments to calculate the Special Cash Payment.

Step #3 — Initial Spin.   Following the Separation and prior to the Spinco Distribution, BGI will distribute all of the issued and outstanding shares of Spinco common stock to Xxxxx.

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Step #4 — The Spinco Distribution.   On the Closing Date, Xxxxx will distribute 100% of the shares of Spinco common stock to Xxxxx stockholders by way of a Spin-Off. Each record holder of Xxxxx common stock on the Distribution record date (other than Xxxxx or any member of the Xxxxx Group) will be entitled to receive for each share of Xxxxx common stock held by such record holder as of the Distribution record date a number of shares of Spinco common stock equal to the total number of shares of Spinco common stock held by Xxxxx on the Spinco Distribution Date (and following the Initial Spin), multiplied by a fraction, the numerator of which is the number of shares of Xxxxx common stock held by such record holder as of the Distribution record date and the denominator of which is the total number of shares of Xxxxx common stock outstanding on the Distribution record date (for the avoidance of doubt, excluding shares held by any member of the Xxxxx Group or the Spinco Group).

Step #5 — The Existing Xxxxxxxxxx Charter Amendment.   On the Closing Date and prior to the First Effective Time, Xxxxxxxxxx will amend its Existing Xxxxxxxxxx Charter, to, among other things, effect a reverse stock split of all of the issued and outstanding Xxxxxxxxxx common stock and increase the number of authorized shares of Xxxxxxxxxx common stock.

Step #6 — The Merger.   Immediately after the Spinco Distribution, First Merger Sub will be merged with and into Spinco, whereby the separate corporate existence of First Merger Sub will cease and Spinco will continue as the surviving corporation and a direct wholly owned subsidiary of Glatfelter, immediately following which, Spinco will be merged with and into Second Merger Sub, whereby the separate corporate existence of Spinco will cease and Second Merger Sub will continue as the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter. As a result of the First Merger, the issued and outstanding shares of Spinco common stock as of immediately prior to the First Effective Time will automatically convert into the right to receive shares of Xxxxxxxxxx common stock, such that immediately following the First Effective Time, approximately 90% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis are expected to be held by holders of Spinco common stock as of immediately prior to the First Effective Time and approximately 10% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis are expected to be held by Xxxxxxxxxx shareholders as of immediately prior to the First Effective Time (in each case, excluding any overlaps in the pre-Merger Xxxxxxxxxx shareholder and Xxxxx stockholder bases). The foregoing are subject to certain conditions to their completion.

Key Terms of the RMT Transaction Agreement

Calculation of the Merger Consideration

At the First Effective Time, each issued and outstanding share of Spinco common stock immediately prior to the First Effective Time (except for any such shares of Spinco common stock held by Spinco as treasury stock or by any other Spinco Entity) will automatically convert into the right to receive a number of shares of Xxxxxxxxxx common stock such that each holder of record of shares of Spinco common stock immediately prior to the First Effective Time will have the right to receive, in the aggregate, a number of shares of Xxxxxxxxxx common stock equal to the Merger Consideration, which is a product of (a) the total number of shares of Spinco common stock held of record by such holder immediately prior to the First Effective Time, multiplied by (b) the Exchange Ratio; provided, however, that each holder will receive a cash payment in lieu of fractional shares of Xxxxxxxxxx common stock.

Conditions to the Merger

Each party’s obligation to complete the Merger is subject to the satisfaction or waiver by Xxxxx and Xxxxxxxxxx at or prior to the Closing of each of the following conditions:

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the Initial Spin, the Spinco Distribution and the Separation will have been consummated in accordance with the terms of the Separation Agreement;

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the Xxxxxxxxxx Shareholder Approval will have been obtained;

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the shares of Xxxxxxxxxx common stock issuable to the holders of shares of Spinco common stock pursuant to the RMT Transaction Agreement will have been authorized for listing on the NYSE upon official notice of issuance;

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(i) if applicable, the statutory waiting period (and any extension thereof) applicable to the consummation of the Transactions under the HSR Act will have expired or been earlier terminated and, to the extent applicable, any agreement between the parties, on the one hand, and the Federal Trade Commission or the Antitrust Division of the United States Department of Justice or any other applicable Governmental Entity, on the other hand, not to consummate the Transactions will have expired or otherwise been terminated, (ii) all other authorizations, consents, orders, approvals, filings and declarations of, and all expirations of waiting periods required from, any governmental entity set forth on the Xxxxx’x confidential disclosure letter required for the consummation of the Transactions will have been filed, occurred or been obtained (all such authorizations, consents, orders, approvals, filings and declarations and the lapse of all such waiting periods, including under the HSR Act, being the “Requisite Regulatory Approvals”), (iii) all such Requisite Regulatory Approvals will be in full force and effect and (iv) none of the Regulatory Approvals, including the Requisite Regulatory Approvals, will have had, or would reasonably be expected to have a Detriment (as defined in “The RMT Transaction Agreement — Regulatory Matters”);

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no governmental entity of competent jurisdiction will have enacted, issued, promulgated, enforced or entered any law or governmental order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits the consummation of the Transactions;

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each of the Distribution Registration Statement and the Xxxxxxxxxx Registration Statement will have become effective in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the Distribution Registration Statement or the Xxxxxxxxxx Registration Statement will have been issued and remain in effect, and no proceedings for that purpose will have commenced or be threatened in writing by the SEC, unless subsequently withdrawn;

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Spinco will have received cash proceeds from the borrowing by Spinco under the Spinco Financing Agreements; and

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the Special Cash Payment will have been consummated in accordance with the terms of the Separation Agreement.

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The respective obligations of Xxxxxxxxxx and Merger Subs to complete the Merger are also subject to the satisfaction or waiver by Xxxxxxxxxx at or prior to the Closing of the following conditions:

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on the date of the RMT Transaction Agreement and at the Closing (in each case except to the extent that any representation and warranty speaks as of a particular date, in which case as of such particular date) Xxxxx’x (i) representations and warranties with respect to organization, good standing and qualification regarding Xxxxx, corporate authority and approval regarding Xxxxx, brokers and finders regarding Xxxxx, organization, good standing and qualification regarding Spinco, capital structure of Spinco, corporate authority and approval regarding Spinco and brokers and finders regarding Spinco will be true and correct in all material respects (without giving effect to any materiality, material adverse effect or similar qualification), (ii) representations and warranties with respect to absence of certain changes will be true and correct in all respects and (iii) other representations and warranties will be true and correct unless the failure of such representations and warranties of Xxxxx referred to in this clause (iii) to be so true and correct (without giving effect to any materiality, material adverse effect or similar qualification), individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to Spinco;

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each of Xxxxx and Spinco will have performed, in all material respects, all obligations required to be performed by it under the RMT Transaction Agreement and the other Transaction Documents at or prior to the Closing Date;

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since the date of the RMT Transaction Agreement, there will not have occurred any effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to Spinco;

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Xxxxxxxxxx and Xxxxxx Subs will have received a certificate signed on behalf of Xxxxx and Spinco by an executive officer of Xxxxx and Spinco certifying that the conditions set forth in the three immediately preceding bullets have been satisfied;

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Xxxxxxxxxx will have received a true copy of the Tax Opinions, and the Tax Opinions will not have been withdrawn or rescinded (provided that this condition will not apply with respect to any Tax Opinion to the extent that any such matters are addressed in the IRS Ruling); and

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Xxxxxxxxxx will have received a true copy of the IRS Ruling, and the IRS Ruling will continue to be valid and in full force and effect as of the Closing Date.

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The obligation of Xxxxx and Spinco to complete the Merger is also subject to the satisfaction or waiver by Xxxxx at or prior to the Closing of the following conditions:

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on the date of the RMT Transaction Agreement and at the Closing (in each case except to the extent that any representation and warranty speaks as of a particular date, in which case as of such particular date) Xxxxxxxxxx’x (i) representations and warranties with respect to organization, good standing and qualification, corporate authority and approval, certain capital structure matters and brokers and finders will be true and correct in all material respects (without giving effect to any materiality, material adverse effect or similar qualification), (ii) representations and warranties with respect to absence of certain changes will be true and correct in all respects and (iii) other representations and warranties will be true and correct unless the failure of such representations and warranties of Xxxxxxxxxx referred to in this clause (iii) to be so true and correct (without giving effect to any materiality, material adverse effect or similar qualification), individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to Xxxxxxxxxx;

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each of Xxxxxxxxxx and Merger Subs will have performed in all material respects all obligations required to be performed by it under the RMT Transaction Agreement and the other Transaction Documents at or prior to the Closing Date;

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since the date of the RMT Transaction Agreement, there will not have occurred any effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to Xxxxxxxxxx;

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Xxxxx will have received a certificate signed on behalf of Xxxxxxxxxx and Xxxxxx Subs by an executive officer of Xxxxxxxxxx and Xxxxxx Subs certifying that the conditions set forth in the three immediately preceding bullets have been satisfied;

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none of the regulatory approvals required to be obtained by any of the parties prior to the First Effective Time, including the Requisite Regulatory Approvals, will , or would reasonably be expected to, require Berry or its affiliates (other than the Spinco Entities) to (A) divest, transfer, sell or otherwise dispose of or hold separate (or agree to do any of the foregoing) any of their respective businesses, assets or any portions thereof, or (B) effect any conditions, commitments or restrictions (or agree to do any of the foregoing) on or related to the conduct of their respective businesses, except with respect to Xxxxx’x right to designate directors on the Xxxxxxxxxx Board pursuant to the RMT Transaction Agreement;

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Xxxxx will have received a true copy of the Tax Opinions, and the Tax Opinions will not have been withdrawn or rescinded (provided that this condition will not apply with respect to any Tax Opinion to the extent that any such matters are addressed in the IRS Ruling); and

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Xxxxx will have received a true copy of the IRS Ruling, and the IRS Ruling will continue to be valid and in full force and effect as of the Closing Date.

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In addition, the respective obligations of Xxxxxxxxxx and Merger Subs and Xxxxx and Spinco to complete the Merger are also subject to the satisfaction or waiver by Xxxxxxxxxx or Xxxxx, as applicable, at or prior to the Closing of other customary closing conditions. For a description of the conditions which must be satisfied or waived by Xxxxxxxxxx or Xxxxx prior to the Closing, see “The RMT Transaction Agreement — Conditions to the Merger.”

Termination

The RMT Transaction Agreement may be terminated, and the Merger and the other Transactions may be abandoned at any time prior to the First Effective Time by mutual written consent of Xxxxx and Xxxxxxxxxx.

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In addition, the RMT Transaction Agreement may be terminated, and the Merger and the other Transactions may be abandoned by either Xxxxx or Xxxxxxxxxx under specific circumstances. For a description of the circumstances under which the RMT Transaction Agreement may be terminated, and the Merger and the other Transactions may be abandoned, see “The RMT Transaction Agreement — Termination.”

Termination Fees and Expenses Payable in Certain Circumstances

The RMT Transaction Agreement provides that, upon termination of the RMT Transaction Agreement under specified circumstances, a termination fee of $10,000,000 may be payable by Xxxxxxxxxx to Xxxxx or by Xxxxx to Xxxxxxxxxx. For a description of the circumstances under which the termination fee is payable by Xxxxxxxxxx to Xxxxx or by Xxxxx to Xxxxxxxxxx, see “The RMT Transaction Agreement — Termination Fees and Expenses Payable in Certain Circumstances.”

Debt Financing

On February 6, 2024, in connection with the entry into the Separation Agreement and the RMT Transaction Agreement, Spinco entered into the Spinco Commitment Letter, which was subsequently amended and restated on each of March 2, 2024, and March 8, 2024, in order to add additional lender parties to the Spinco Commitment Letter. Under which the Spinco Lenders committed to provide to Spinco (i) $1,585 million in aggregate principal amount of senior secured term loans, the Term Loan Facility, and (ii) a $350 million senior secured revolving credit facility. The proceeds of the Term Loan Facility will be used by Spinco on the Closing Date to finance, in part, the repayment of certain indebtedness of Xxxxxxxxxx and Spinco and to otherwise fund the other Transactions and to pay the related transaction fees and expenses. The commitments under the Spinco Commitment Letter are subject to customary closing conditions.

Other Agreements Related to the Transactions

Employee Matters Agreement

In connection with the Transactions, Xxxxxxxxxx, Xxxxxx and Xxxxx have entered into the Employee Matters Agreement, which establishes the obligations of Xxxxxxxxxx, Spinco and Xxxxx with respect to the liabilities associated with current and former employees of the Spinco Business and the covenants of the parties with respect to the employment and compensation of such individuals in the context of the Transactions.

Tax Matters Agreement

In connection with the Transactions, Xxxxx, Xxxxxx and Xxxxxxxxxx have entered into the Tax Matters Agreement which governs the parties’ respective rights, responsibilities and obligations with respect to taxes, including taxes arising in the ordinary course of business, taxes, if any, incurred as a result of any failure of Initial Spin, the Spinco Distribution, the Merger or certain related Transactions to qualify as tax-free for U.S. federal income tax purposes, and the apportionment of tax attributes. The Tax Matters Agreement also sets forth the obligations of the parties with respect to the filing of tax returns, the administration of tax contests and assistance and cooperation on tax matters.

Under the Tax Matters Agreement, subject to certain exceptions, Xxxxx is generally responsible for taxes attributable to Spinco that relate to the time period during which Xxxxx owned the Spinco Business, and Xxxxxxxxxx is generally responsible for taxes attributable to Spinco that relate to a post-Spinco Distribution period. Furthermore, Xxxxx is generally responsible for taxes arising with respect to the failure of the Initial Spin, the Spinco Distribution, the Merger or certain related Transactions to qualify as tax-free transactions, except in certain cases where such taxes are attributable to a breach of certain representations, warranties or covenants made by Xxxxxxxxxx (or by Spinco solely to the extent relating to any tax period beginning after the Second Merger) or to certain actions or omissions by Xxxxxxxxxx.

In addition, to preserve the intended tax treatment of the Transactions, the Tax Matters Agreement generally prohibits, for a two-year period following the Spinco Distribution Date, Xxxxx, Spinco and Xxxxxxxxxx and their respective subsidiaries from taking certain actions that could cause the Initial Spin, the Spinco

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Distribution, the Merger or certain related Transactions to fail to qualify as tax-free transactions. The Xxxxxxxxxx Group may not, among other things and subject to certain exceptions:

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enter into any transaction or series of transactions as a result of which one or more persons would (directly or indirectly) acquire an amount of stock of Xxxxxxxxxx that, when combined with certain other changes in ownership of stock in Xxxxxxxxxx (including the Merger), would equal or exceed 45% of the outstanding stock of Xxxxxxxxxx, as applicable, by vote or value;

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merge or consolidate Xxxxxxxxxx with any other person, unless Xxxxxxxxxx is the survivor of the merger or consolidation;

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fail to be actively engaged in the conduct of the active trade or business described in the IRS Ruling;

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sell or otherwise dispose of more than 35% of the gross assets of the Spinco Group or more than 35% of the gross assets of the HHNF Business;

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redeem or repurchase any stock of Xxxxxxxxxx, other than in certain open-market or similar transactions;

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take any action affecting the voting rights of the stock of Xxxxxxxxxx;

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take any action or actions that, individually or in the aggregate, would be reasonably likely to adversely affect the tax-free status of the Initial Spin, the Spinco Distribution, the Merger or certain related Transactions; or

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adopt a plan or enter into any agreement to do any of the foregoing.

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The Tax Matters Agreement further restricts, subject to certain exceptions, the Xxxxxxxxxx Group from refinancing or assuming the Spinco Financing within 90 days after the Spinco Distribution. If the Xxxxxxxxxx Group intends to take any action that is otherwise prohibited by the Tax Matters Agreement, prior to taking such action Xxxxxxxxxx is required to (1) obtain a favorable private letter ruling from the IRS or an unqualified tax opinion, in each case, reasonably satisfactory to Xxxxx to the effect that such action will not affect the tax-free status of the Initial Spin, the Spinco Distribution, the Merger or such related Transactions, or (2) receive from Xxxxx a written waiver of the requirement to obtain such private letter ruling or unqualified tax opinion. If the Xxxxxxxxxx Group takes any of the actions described above and such actions result in indemnifiable tax-related losses under the Tax Matters Agreement, the Xxxxxxxxxx Group generally is required to indemnify Xxxxx for such tax-related losses, without regard to whether Xxxxxxxxxx obtained a private letter ruling from the IRS or an unqualified tax opinion or received Xxxxx’x prior written consent to take such action. The indemnity obligations of Xxxxx, Spinco, Xxxxxxxxxx and any of their respective subsidiaries under the Tax Matters Agreement are not subject to a cap.

Transition Services Agreement

Upon the Closing, BGI and the Surviving Entity will enter into the Transition Services Agreement to facilitate the transition and integration of the HHNF Business with and into the Surviving Entity. Accordingly, for a certain period of time following the Closing, each of BGI and the Surviving Entity will provide the other party with services that the parties agree are reasonably necessary in order for the HHNF Business to operate in substantially the same manner as the HHNF Business is and was conducted as of the date of the RMT Transaction Agreement, at the Closing and during the 12-month period prior to the Closing, and each party will provide the applicable transition services to the other party in a manner generally consistent with the historical provision of such services by such party or any of its affiliates (to the extent such services were performed by such party or any of such affiliates prior to closing) to the HHNF Business during the 12-month period prior to the date of the Transition Services Agreement. The term of the Transition Services Agreement is expected to be two years after the Closing Date, subject to an option to extend the term if BGI and the Surviving Entity agree in writing to do so.

Information about the Xxxxxxxxxx Special Meeting

Date, Time and Place

The Glatfelter special meeting is scheduled to be held online via live audio webcast at www.virtualshareholdermeeting.com/GLT2024SM on October 23, 2024 at 8:00 a.m., Eastern Time.

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Purpose of the Glatfelter Special Meeting

At the Glatfelter special meeting, Glatfelter shareholders will be asked to consider and vote on the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal. The Glatfelter Board carefully evaluated the Merger and other transactions in consultation with Glatfelter management and Glatfelter’s advisors, and, on February 6, 2024, the Glatfelter Board approved the Transaction Documents and the Transactions contemplated thereby.

Glatfelter Record Date; Shareholders Entitled to Vote

The Glatfelter Board has fixed the close of business on September 3, 2024, as the record date for the Glatfelter special meeting. Only record holders of shares of Glatfelter common stock (also sometimes referred to as registered holders), as of the close of business on Glatfelter record date are entitled to receive notice of the Glatfelter special meeting and to vote at the Glatfelter special meeting or any adjournment or postponement thereof. As of the Glatfelter record date, there were 45,498,143 issued and outstanding shares of Glatfelter common stock. As of the Glatfelter record date, approximately 2.46% were held by Glatfelter’s directors and executive officers and their affiliates. Glatfelter currently expects that Glatfelter’s directors and executive officers and their affiliates will vote their shares of Glatfelter common stock in favor of the Share Issuance proposal and the Charter Amendment proposals. Additionally, Glatfelter currently expects that Glatfelter’s directors and executive officers and their affiliates will vote their shares of Glatfelter common stock in favor of the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal.

Quorum

For the purposes of the Glatfelter special meeting, the presence, in person or by proxy, of the shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter will constitute a quorum for the purpose of considering such matter.

Required Vote

Approval of each of the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and, on an advisory (non-binding) basis, the “Golden Parachute” Compensation proposal requires the affirmative vote a majority of the votes cast in person or by proxy at the Glatfelter special meeting by the holders of shares entitled to vote on such proposals. Each shareholder of Glatfelter entitled to vote shall be entitled to one vote for every such share standing in such shareholder’s name on the record date for the Glatfelter special meeting.

Failure to Vote and Abstentions

An abstention occurs when a holder of shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting attends the Glatfelter special meeting in person and does not vote or returns a proxy with an “abstain” vote. If you submit a proxy card on which you indicate that you abstain from voting, your abstention will not be recorded as a vote cast “FOR” or “AGAINST” the applicable proposal, and it will have no effect on the applicable proposal.

If you are a holder of shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting and you do not attend the Glatfelter special meeting in person or return a proxy, or if you hold your shares in “street name” and you do not provide voting instructions to your brokerage firm, your shares will not be voted and will not be recorded as a vote cast. This will have no effect on the vote for the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal.

Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the Glatfelter special meeting, please vote or otherwise submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Glatfelter special meeting. If your shares are held in the name of a bank, brokerage firm, nominee or other record holder, please follow the instructions on the voting instruction form furnished to you by such record holder.

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For more information about the Glatfelter special meeting, see “Information about the Glatfelter Special Meeting.”

Recommendation of the Glatfelter Board; Glatfelter’s Reasons for the Transactions

The Glatfelter Board unanimously recommends that Glatfelter shareholders vote “FOR” the Share Issuance proposal, “FOR” the Charter Amendment proposals, “FOR” the Omnibus Plan proposal and “FOR” the “Golden Parachute” Compensation proposal.

The Glatfelter Board carefully evaluated the Merger and other transactions in consultation with Glatfelter management and Glatfelter’s advisors, and, on February 6, 2024, the Glatfelter Board approved the Transaction Documents and the Transactions contemplated thereby, including the Merger, the Share Issuance proposal and the Charter Amendment proposals, and determined that the Transaction Documents and the Transactions contemplated thereby are in the best interests of Glatfelter. All members of the Glatfelter Board were in attendance at the meeting, and the Glatfelter Board unanimously recommended that Glatfelter shareholders vote “FOR” the Share Issuance proposal and “FOR” the Charter Amendment proposals.

In addition, the Glatfelter Board unanimously recommends that Glatfelter shareholders vote “FOR” the Omnibus Plan proposal and “FOR” the “Golden Parachute” Compensation proposal.

In making its determination to approve the Transaction Documents and the Transactions and resolve to recommend that Glatfelter shareholders approve the Share Issuance proposal and the Charter Amendment proposals, the Glatfelter Board held a number of meetings and considered various expected advantages and benefits of the Transactions, as well as a variety of negative factors. The Glatfelter Board considered these advantages, benefits and negative factors as a whole and considered the relevant information and factors to be favorable to, and in support of, its determination. For the factors considered by the Glatfelter Board in reaching its decision, see “The Transactions — Recommendation of the Glatfelter Board; Glatfelter’s Reasons for the Transactions.”

Opinion of Glatfelter’s Financial Advisor

J.P. Morgan has confirmed its February 6, 2024, oral opinion by delivering its written opinion to the Glatfelter Board, dated as of February 6, 2024, that, as of such date, the Merger Consideration to be paid by Glatfelter in the Transactions was fair, from a financial point of view, to Glatfelter. The summary of the opinion of J.P. Morgan set forth in this document is qualified in its entirety by reference to the full text of such opinion. J.P. Morgan’s written opinion was addressed to the Glatfelter Board (in its capacity as such) in connection with and for the purposes of its evaluation of the Transactions, was directed only to the Merger Consideration to be paid in the Transactions and did not address any other aspect of the Transactions. J.P. Morgan expressed no opinion as to the fairness of the Merger Consideration to the holders of any class of securities, creditors or other constituencies of Glatfelter or as to the underlying decision by Glatfelter to engage in the Transactions. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any shareholder of Glatfelter as to how such shareholder should vote with respect to the Transactions or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

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reviewed a draft of the RMT Transaction Agreement dated February 2, 2024;

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reviewed certain publicly available business and financial information concerning Glatfelter and Berry (including Spinco) and the industries in which they operate;

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compared the proposed financial terms of the Transactions with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the merger consideration received for such companies;

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compared the financial and operating performance of Glatfelter and Berry (including Spinco) with publicly available information concerning certain other companies J.P. Morgan deemed relevant;

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reviewed certain internal financial analyses and forecasts prepared by the managements of Glatfelter and Berry relating to their respective businesses (including Spinco’s business), as modified by the

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management of Glatfelter to reflect their views concerning Spinco’s financial analyses and forecasts, as well as the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the Transactions (the “Synergies”); and

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performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

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In addition, J.P. Morgan held discussions with certain members of the management of Glatfelter and Berry with respect to certain aspects of the Transactions, and the past and current business operations of Glatfelter and Berry (including Spinco), the financial condition and future prospects and operations of Glatfelter and Spinco, the effects of the Transactions on the financial condition and future prospects of Glatfelter, Berry and Spinco and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

Berry’s Reasons for the Transactions

In reaching its decision to approve the Transactions, the Berry Board and its senior management consulted with advisors, and considered a wide variety of factors in support of its decision, including that the Berry Board believes that the Transactions are in the best interests of Berry stockholders, the tax-efficient nature of the Transactions, the improvement to the cyclicality of Berry’s financial results following the Transactions and Berry’s ability to concentrate on its core packaging businesses following Transactions. Berry considered these factors as a whole and considered other relevant information and factors favorable to, and in support of, its determination, as well as a variety of risks and other potentially negative factors. For the factors considered by Berry in reaching its decision, see “The Transactions — Berry’s Reasons for the Transactions.”

Regulatory Approvals

Each of Berry and Glatfelter has agreed to use reasonable best efforts to take or cause to be taken all actions, and do or cause to be done, all things necessary, proper or advisable on each of their part under the RMT Transaction Agreement and the other Transaction Documents and applicable laws and governmental orders to consummate and make effective the Merger and the other Transactions. For a summary of such actions, see “The RMT Transaction Agreement — Regulatory Matters.”

Under the HSR Act, Berry and Glatfelter were required to file notifications with the FTC and the Antitrust Division and to observe a mandatory premerger waiting period before completing the Merger. On March 8, 2024, Berry and Glatfelter filed premerger notifications with the FTC and the Antitrust Division, and on April 8, 2024, at 11:59 pm, the initial mandatory premerger waiting period under the HSR Act expired without either party receiving a Request for Additional Information or Documentary Material (commonly known as a Second Request) from the FTC or the Antitrust Division in connection with the Merger.

The RMT Transaction Agreement provides that the Merger is also subject to competition approvals by the competition law regulators in a number of jurisdictions. Further, completion of the Merger is also conditioned upon the receipt of all necessary consents from the competent foreign direct investment and other regulators. Berry and Glatfelter have obtained the necessary approvals and clearances under competition and foreign direct investment laws.

For additional information, see “The Transactions — Regulatory Approvals.”

Material U.S. Federal Income Tax Consequences

The following are the material U.S. federal income tax consequences (i) of the Spinco Distribution and the Merger to U.S. Holders of Berry common stock, and (ii) of the reverse stock split and the Merger to U.S. Holders of Glatfelter common stock. For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Berry common stock or Glatfelter common stock, as applicable, that is for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state therein or the District of Columbia;

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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

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a trust if (1) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) the trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.

​

This discussion assumes that U.S. Holders of Berry common stock or Glatfelter common stock, as applicable, hold such stock as a capital asset for tax purposes (generally, assets held for investment). It does not address all aspects of U.S. federal income taxation that may be important to a U.S. Holder considering that stockholder’s particular circumstances or to a U.S. Holder subject to special rules, such as:

•

a financial institution, regulated investment company, real estate investment trust or insurance company;

​

•

a tax-exempt organization;

​

•

a dealer or broker in securities, commodities or foreign currencies;

​

•

a stockholder that holds Berry common stock or Glatfelter common stock, as applicable, as part of a hedge, appreciated financial position, straddle, conversion or other risk reduction transaction;

​

•

a stockholder that holds Berry common stock or Glatfelter common stock, as applicable, in a tax-deferred account, such as an individual retirement account or a plan qualifying under Section 401(k) of the Code; or

​

•

a stockholder that acquired Berry common stock or Glatfelter common stock, as applicable, pursuant to the exercise of options or similar derivative securities or otherwise as compensation.

​

Tax matters are complicated and the tax consequences of the Spinco Distribution, the reverse stock split, Merger and related transactions will depend on the facts of each holder’s own situation. Each holder of Berry common stock and Glatfelter common stock should read the summary in “Material U.S. Federal Income Tax Consequences” and consult its own tax advisor as to the particular U.S. federal, state or local or foreign income or other tax consequences.

Tax Opinion and IRS Ruling

The completion of the Initial Spin, the Spinco Distribution, the Merger and certain related Transactions are conditioned upon the receipt of (1) Tax Opinions substantially to the effect that, among other things, for U.S. federal income tax purposes, (a) the Initial Spin, taken together with certain related Transactions, will qualify as a “reorganization” under Section 368(a)(1)(D) of the Code and a tax-free distribution under Section 355 of the Code, (b) the Spinco Distribution will qualify as a tax-free distribution under Section 355 of the Code and (c) the Merger will qualify as a “reorganization” under Section 368(a) of the Code, and (2) the IRS Ruling regarding the qualification of the Contribution, the Initial Spin, the Spinco Distribution, the Special Cash Payment and certain related Transactions for tax-free treatment. Opinions of counsel are not binding on the IRS. As a result, to the extent a conclusion expressed in the Tax Opinions is not also covered in the IRS Ruling, such conclusion could be challenged by the IRS, and if the IRS prevails in such challenge, the tax consequences to Berry and its stockholders could be materially less favorable. Additionally, although the IRS Ruling is generally binding on the IRS, Berry, Spinco and Glatfelter will not be able to rely on the IRS Ruling if the factual representations made to the IRS in connection with the IRS Ruling request prove to be inaccurate or incomplete in any material respect, or if undertakings made to the IRS in connection with the request for the IRS Ruling are not satisfied.

Consequences of the Spinco Distribution and the Merger to U.S. Holders of Berry Common Stock

In general, if the Spinco Distribution were not to qualify as a tax-free distribution, each U.S. Holder who receives Spinco common stock in the Spinco Distribution would generally be treated as receiving a taxable distribution equal to the fair market value of the Spinco common stock received by such U.S. Holder

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in the Spinco Distribution. In the event that a U.S. Holder is treated as receiving a taxable distribution in the Spinco Distribution, such distribution would be treated as a taxable dividend to the extent of such U.S. Holder’s allocable share of Berry’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), and to the extent the distribution exceeds such earnings and profits, the distribution would constitute a return of capital and would first reduce the U.S. Holder’s basis in its Berry common stock, but not below zero, and then would be treated as a gain from the sale of the Berry common stock. In addition, if the Spinco Distribution were not to qualify for non-recognition treatment under Section 355 of the Code, Berry would recognize taxable gain on the Spinco Distribution, which could result in material tax liability to Berry.

In general, if the Merger were not to qualify as a “reorganization,” a U.S. Holder would be required to recognize gain or loss equal to the difference, if any, between such U.S. Holder’s adjusted tax basis in its Spinco common stock surrendered in the Merger and an amount equal to the fair market value of its shares of Glatfelter common stock received in the Merger, plus any cash received in lieu of fractional shares. Generally, in such event, a U.S. Holder’s tax basis in the shares of Glatfelter common stock received in the Merger would equal the fair market value of such shares as of the date of the Merger, and such U.S. Holder’s holding period with respect to such shares would begin on the day after the Merger.

Consequences of the Reverse Stock Split and the Merger to U.S. Holders of Glatfelter common stock

The following discussion assumes that for U.S. federal income tax purposes, the reverse stock split would not be integrated or otherwise treated as part of a unified transaction with any other transaction. Based on the above assumption, the reverse stock split, if implemented, will qualify as a recapitalization within the meaning of Section 368(a)(1)(E) of the Code. Provided that the reverse stock split so qualifies, for U.S. federal income tax purposes:

•

a U.S. Holder that receives a reduced number of shares of Glatfelter common stock pursuant to the reverse stock split will not recognize any gain or loss, except with respect to the amount of cash (if any) received in respect of a fractional share;

​

•

a U.S. Holder’s aggregate tax basis in such holder’s shares of Glatfelter common stock received in the reverse stock split will equal the aggregate tax basis of such holder’s shares of Glatfelter common stock held immediately before the reverse stock split and exchanged therefor, but not including the tax basis of shares surrendered in exchange for cash received in respect of a fractional share of Glatfelter common stock, as applicable;

​

•

a U.S. Holder’s holding period of shares of Glatfelter common stock received in the reverse stock split will include the holding period of the pre-reverse stock split shares of Glatfelter common stock exchanged therefor; and

​

•

a U.S. Holder that receives cash in lieu of a fractional share of Glatfelter common stock generally will recognize gain or loss equal to the difference (if any) between the amount of cash received and the U.S. Holder’s tax basis in the shares of Glatfelter common stock surrendered that is allocated to such fractional share of Glatfelter common stock.

​

U.S. Holders of Glatfelter common stock will not receive any stock or other consideration in respect of their Glatfelter common stock pursuant to the Merger. Accordingly, U.S. Holders of Glatfelter common stock will not realize any gain or loss in respect of their Glatfelter common stock pursuant to the Merger.

Board of Directors and Management of Glatfelter Following the Transactions

As of the Second Effective Time, the Glatfelter Board will consist of nine directors, consisting of (i) the CEO Designee, (ii) five Berry Designees and (iii) three Glatfelter Designees. The Chairperson of the Glatfelter Board will be one of the Glatfelter Designees. At least two of the Berry Designees and one of the Glatfelter Designees must be eligible to serve on the audit committee of the Glatfelter Board under the applicable requirements of the SEC and the NYSE. The Glatfelter Board will take all such actions as may be necessary to ensure that at least one Glatfelter Designee (or replacement Glatfelter Designee, if applicable) is appointed to serve on each committee of the Glatfelter Board, subject to applicable independence requirements.

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The initial term of the Berry Designees and Glatfelter Designees will expire immediately following Glatfelter’s first annual meeting of shareholders that occurs after the Second Effective Time.

The RMT Transaction Agreement provides that, until the second annual meeting of Glatfelter’s shareholders that occurs after the Second Effective Time, if there is a vacancy created by illness, death, resignation, retirement or removal of (a) any Berry Designee (or replacement Berry Designee), then such vacancy will be filled by the affirmative vote of a majority of the remaining Berry Designees (and/or replacement Berry Designees), even if less than a quorum, or by a sole remaining Berry Designee (or replacement Berry Designee), or (b) any Glatfelter Designee (or replacement Glatfelter Designee), then such vacancy will be filled by the affirmative vote of a majority of the remaining Glatfelter Designees (and/or replacement Glatfelter Designees), even if less than a quorum, or by a sole remaining Glatfelter Designee (or replacement Glatfelter Designee); provided, however, that any such appointments will be made in accordance with applicable law and the rules of the NYSE (or other national securities exchange on which Glatfelter’s securities are listed at the relevant time).

Interests of Glatfelter’s Directors and Executive Officers in the Transactions

Certain of Glatfelter’s directors and executive officers may be deemed to have interests in the Transactions that may be different from, or in addition to, those of Glatfelter shareholders generally. The Glatfelter Board was aware of and considered these potential interests, among other matters, in evaluating, negotiating and reaching the determination to approve the Transaction Documents and the Transactions and to recommend to Glatfelter shareholders that they vote to approve the Charter Amendment proposals, the Share Issuance proposal, Omnibus Plan proposal and the “Golden Parachute” Compensation proposal.

All outstanding Glatfelter equity-based awards, including those held by Glatfelter’s executive officers and non-employee directors, that do not vest in connection with the Merger will remain outstanding with respect to Glatfelter common stock following the Merger, will be automatically adjusted for the Merger and the reverse stock split and will remain subject to the same terms and conditions (including any applicable vesting requirements) that applied to the Glatfelter equity-based awards immediately prior to the Merger.

These interests are described in further detail under “The Transactions — Interests of Glatfelter’s Directors and Executive Officers in the Transactions.” Also, as more fully described in “The RMT Transaction Agreement — Post-Closing Governance Matters,” certain existing directors and executive officers of Glatfelter are expected to serve as directors and executive officers of Glatfelter upon completion of the Transactions.

Effects of the Merger on Outstanding Glatfelter Equity-Based Awards

The Merger will constitute a “change in control” under the terms of Glatfelter’s previously disclosed equity incentive plan, awards and form award agreements. Glatfelter performance stock awards (“Glatfelter PSAs”) held by executive officers that are outstanding immediately prior to the Merger will have “single-trigger” accelerated vesting upon the Merger and, as a result, will be deemed to be earned and vested at (a) actual performance for completed performance periods, and (b) the greater of target or actual performance through the date of the Merger for incomplete performance periods, in accordance with the terms of the equity incentive plan and Glatfelter PSA award agreements. Glatfelter RSUs held by executive officers that are outstanding immediately prior to the Merger will have “double-trigger” accelerated vesting under the terms of the Glatfelter RSU award agreements if the executive officer has a qualifying termination of employment in connection with the Merger. The first trigger will have been met as a result of the Merger. Glatfelter RSUs held by non-employee directors that are outstanding immediately prior to the Merger will have accelerated vesting if the non-employee director has a qualifying cessation of Glatfelter Board service in connection with the Merger. All other outstanding Glatfelter RSUs and Glatfelter stock-only stock appreciation rights (“Glatfelter SOSARs”) held by executive officers and non-employee directors that do not vest in connection with the Merger will remain outstanding with respect to Glatfelter common stock following the Merger, will be automatically adjusted for the Merger and the reverse stock split and will remain subject to the same terms and conditions (including any applicable vesting requirements) that applied to such Glatfelter equity-based award immediately prior to the Merger and Charter Amendment.

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Effects of the Spinco Distribution and the Merger on Outstanding Berry Equity-Based Awards

Under the terms of the Employee Matters Agreement, certain Berry equity-based awards that were granted prior to the date of the Employee Matters Agreement to Spinco Employees identified in the Employee Matters Agreement and that are outstanding as of the Closing Date will remain Berry equity-based awards and may be adjusted as appropriate in accordance with the terms of the applicable plans to reflect the Spinco Distribution. All other Berry equity-based awards that were granted to Spinco Employees prior to the date of the Employee Matters Agreement and that are outstanding as of the Closing Date will be cancelled and replaced with Glatfelter equity-based awards of the same type based on the Glatfelter Equity Adjustment Ratio or providing the same economic benefit, as applicable, having substantially the same terms and conditions as those to which the underlying Berry equity-based award was subject to immediately prior to the Closing Date. Berry equity-based awards held by current and former employees of Berry who will not become Spinco Employees and Former Spinco Employees or that are otherwise specifically excluded from becoming Glatfelter equity-based awards under the Employee Matters Agreement will remain Berry equity-based awards and may be adjusted as appropriate in accordance with the terms of the applicable plans to reflect the Spinco Distribution.

No Dissenters’ Rights/Rights of Appraisal

Neither Glatfelter’s shareholders nor Berry’s stockholders will be entitled to exercise appraisal or dissenter’s rights under the laws of the Commonwealth of Pennsylvania, including the Pennsylvania Business Corporation Law, or the DGCL, in connection with the Transactions.

Summary Risk Factors

There are a number of risks that Berry stockholders and Glatfelter shareholders should consider in connection with the Transactions. These risks are discussed more fully in “Risk Factors.” Any of these risks could materially adversely affect the business, financial condition and results of operations of HHNF Business, Glatfelter and/or Magnera and the actual outcome of matters as to which forward-looking statements are made in this document. These risks include, but are not limited to, the following.

Risk Factors Relating to the Transactions

•

The Transactions may not be completed on the terms or timeline currently contemplated, or at all, as Berry and Glatfelter may be unable to satisfy the conditions or obtain the approvals required to complete the Transactions or such approvals may contain material restrictions or conditions.

​

•

If completed, the Transactions may not be successful or achieve the anticipated financial and other benefits.

​

•

The pendency of the Transactions or the failure to complete the Transactions in a timely manner or at all could adversely affect Glatfelter’s stock price as well as its future business and its financial condition and results of operations.

​

•

Glatfelter shareholders will, in the aggregate, have a significantly reduced ownership and voting interest in Glatfelter after the completion of the Transactions and will exercise less influence over management.

​

•

The RMT Transaction Agreement contains provisions that may discourage other companies from trying to acquire Glatfelter.

​

•

The calculation of the Merger Consideration will not be adjusted if there is a change in the value of the HHNF Business or its assets or the value of Glatfelter before the Transactions are completed.

​

•

Goodwill and other intangibles represent a significant amount of the net worth of the HHNF Business, and a future write-off could result in lower reported net income and a reduction of such net worth.

​

•

Glatfelter expects to incur significant costs associated with the Transactions that could adversely affect the business, financial condition and results of operations following the completion of the Transactions.

​

​

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•

Glatfelter is required to abide by potentially significant restrictions which could limit its ability to undertake certain corporate actions that otherwise could be advantageous.

​

•

The Spinco Distribution could result in significant tax liability, and Glatfelter may be obligated to indemnify Berry for any such tax liability imposed on Berry.

​

•

If the Merger does not qualify as a tax-free reorganization under Section 368 of the Code, participating Berry stockholders that hold Spinco common stock may have significant tax liability.

​

•

Some of Glatfelter’s directors and executive officers may have interests in completing the Transactions that may be different from, or in addition to, those of other Glatfelter shareholders.

​

•

Glatfelter and the HHNF Business may have difficulty attracting, motivating and retaining executives and other employees in light of the Transactions.

​

•

Glatfelter, by acquiring Spinco in the Transactions, will, on a consolidated basis, assume and be responsible for the Spinco Assumed Liabilities following the completion of the Transactions.

​

Risk Factors Relating to the HHNF Business and Magnera Following the Transactions

•

The historical financial information of the HHNF Business and the unaudited pro forma condensed combined financial information of Glatfelter and the HHNF Business may not be representative of the financial condition or results of operations if the HHNF Business had been operated independently of Berry or if Glatfelter and the HHNF Business had been a combined company for the periods presented and therefore may not be indicative of future operating performance.

​

•

Magnera may be unable to provide (or obtain from third parties) the same types and level of services to the HHNF Business that historically have been provided by Berry or may be unable to provide (or obtain) them at the same cost.

​

•

Magnera’s business, financial condition and results of operations may be adversely affected following the Transactions if it cannot negotiate terms that are as favorable as those Berry has received when Magnera replaces contracts after the completion of the Transactions.

​

•

Although the Transactions are expected to result in synergies and other benefits, those benefits may not be realized because of difficulties related to integration, the achievement of such synergies and other challenges.

​

•

The success of Magnera will also depend on relationships with third parties and existing customers of Glatfelter and the HHNF Business, which relationships may be affected by customer or third-party preferences or public attitudes about the Transactions.

​

•

Following the completion of the Transactions, Magnera’s consolidated indebtedness will increase substantially as a result of the Transactions, which could adversely affect Magnera.

​

•

The financial projections included herein are based upon estimates and assumptions made at the time they were prepared. If these estimates or assumptions prove to be incorrect or inaccurate, the actual operating results may differ materially from those forecasted for Glatfelter and the HHNF Business.

​

•

Magnera may not be able to compete successfully, and its customers may not continue to purchase its products.

​

•

Magnera may pursue acquisitions or divestitures, which could adversely affect its business.

​

•

In the event of a catastrophic loss of a key facility, Magnera would be adversely affected.

​

•

Magnera’s success will depend on attracting, developing, motivating and retaining talented people within its business. Significant shortfalls in recruitment or retention, labor cost inflation or failure to adequately motivate employees, could adversely affect the ability to compete and achieve strategic goals.

​

•

The international operations of Glatfelter and the HHNF Business pose risks to the business of Magnera that may not be present with its domestic operations.

​

​

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•

Changes in domestic and foreign laws and regulations and other risks related to international operations could adversely impact Magnera’s business, financial condition and results of operations.

​

•

Changes in tax laws or changes in the HHNF Business’ geographic mix of earnings could have a material impact on the financial condition and results of operation of the HHNF Business.

​

•

Raw material inflation or shortage of available materials could harm Magnera’s financial condition and results of operations, which could adversely affect Magnera’s business, financial condition and results of operations.

​

•

Weather related events could negatively impact Magnera’s results of operations.

​

•

Increased cybersecurity threats, system inadequacies and failures could disrupt Magnera’s operations and compromise customer, employee, vendor, company and other data which could negatively affect Magnera’s business.

​

•

Current and future environmental and other governmental requirements could adversely affect the financial condition of Magnera and the ability to conduct its business.

​

•

Magnera may not be successful in protecting its intellectual property rights, including unpatented proprietary know-how and trade secrets, or in avoiding claims that Glatfelter, the HHNF Business and/or Magnera infringed on the intellectual property rights of others.

​

Accounting Treatment

Accounting Standards Codification (“ASC”) 805, Business Combinations, requires the use of the acquisition method of accounting for business combinations. In applying the acquisition method, it is necessary to identify the accounting acquirer. In identifying Spinco, a wholly owned subsidiary of Berry, as the accounting acquirer, Spinco’s conclusion is based primarily upon the following: (i) approximately 90% of the outstanding shares of Glatfelter common stock on a fully diluted basis are expected to be held by holders of Spinco common stock as of immediately prior to the First Effective Time; (ii) the current President of Berry’s HHNF Business will serve as Chief Executive Officer of Magnera for a substantial period of time following the Transactions and will be primarily responsible for appointing the rest of the executive management team; (iii) in addition to the current President of Berry’s HHNF Business, five of the remaining eight additional directors of Magnera will be designated by the Berry Board; (iv) a Spinco stockholder is expected to have the largest non-passive minority interest in Magnera; (v) Berry, the parent of Spinco, initiated the Transactions; and (vi) the HHNF Business of Spinco is significantly larger than Glatfelter. See “The Transactions — Accounting Treatment.”

As a result of the identification of Spinco as the accounting acquirer, Spinco will apply the acquisition method of accounting to the assets acquired and liabilities assumed of Glatfelter upon completion of the Merger. Upon completion of the Transactions, the historical financial statements will reflect only the operations and financial condition of Spinco and the HHNF Business. See “The Transactions — Accounting Treatment.”

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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The following summary historical consolidated financial information of Glatfelter, summary historical combined financial information of Spinco (the HHNF Business), summary unaudited pro forma condensed combined financial information of Glatfelter and the HHNF Business and summary historical market price are being provided to help you in your analysis of the financial aspects of the Transactions. The summary unaudited pro forma condensed combined financial information of Glatfelter and the HHNF Business have been prepared by Berry for illustrative purposes only and are not necessarily indicative of what the operating results or financial position of Glatfelter and the HHNF Business would have been had the Transactions been completed at the beginning of the periods or on the dates indicated, nor are they necessarily indicative of the results of operations or financial condition that may be expected for any future period or date. You should read this information in conjunction with the financial information included elsewhere and incorporated by reference into this document. See “Where You Can Find More Information; Incorporation by Reference,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the HHNF Business,” “Market Price and Dividend Information” and “Parties to the Transactions.”

Summary Historical Consolidated Financial Information of Glatfelter

The following summary historical consolidated financial information of Glatfelter as of and for each of the three years ended December 31, 2023, 2022 and 2021 has been derived from Glatfelter’s historical audited consolidated financial statements and the notes thereto, which are incorporated by reference into this document, and as of and for the six months ended June 30, 2024, has been derived from Glatfelter’s unaudited condensed consolidated financial statements and the notes thereto which are incorporated by reference into this document. The summary historical consolidated financial information is qualified in its entirety by, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Glatfelter’s consolidated financial statements and unaudited condensed consolidated financial statements and the notes thereto included in Glatfelter’s Annual Report on Form 10-K for the year ended December 31, 2023, and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, each of which is incorporated by reference into this document. See “Where You Can Find More Information; Incorporation by Reference.” Glatfelter’s historical consolidated financial information may not be indicative of the future performance of Glatfelter following the Transactions. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

​

​

​

Six Months Ended June 30, 2024

​

​

Fiscal Year Ended December 31,

​

(in millions, except per share amounts)

​

​

2023

​

​

2022

​

​

2021

​

Selected Consolidated Statements of Income (Loss) Information:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net sales

​

​

​

$

657

​

​

​

​

$

1,386

​

​

​

​

$

1,491

​

​

​

​

$

1,085

​

​

Operating income (loss)

​

​

​

​

6

​

​

​

​

​

3

​

​

​

​

​

(164)

​

​

​

​

​

29

​

​

Net income (loss) from continuing operations

​

​

​

​

(42)

​

​

​

​

​

(78)

​

​

​

​

​

(194)

​

​

​

​

​

7

​

​

Basic earnings (loss) per share from continuing operations

​

​

​

​

(0.93)

​

​

​

​

​

(1.73)

​

​

​

​

​

(4.33)

​

​

​

​

​

0.15

​

​

Diluted earnings (loss) per share from continuing operations

​

​

​

​

(0.93)

​

​

​

​

​

(1.73)

​

​

​

​

​

(4.33)

​

​

​

​

​

0.15

​

​

Selected Consolidated Statements of Cash Flows Information:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net cash provided (used) by operating activities

​

​

​

​

(21)

​

​

​

​

​

(26)

​

​

​

​

​

(41)

​

​

​

​

​

71

​

​

Net cash used by investing activities

​

​

​

​

(13)

​

​

​

​

​

(37)

​

​

​

​

​

(33)

​

​

​

​

​

(490)

​

​

Net cash provided (used) by financing activities

​

​

​

​

17

​

​

​

​

​

(1)

​

​

​

​

​

47

​

​

​

​

​

462

​

​

Selected Consolidated Balance Sheet Information:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

​

34

​

​

​

​

​

50

​

​

​

​

​

111

​

​

​

​

​

138

​

​

Total assets

​

​

​

​

1,505

​

​

​

​

​

1,564

​

​

​

​

​

1,647

​

​

​

​

​

1,881

​

​

Total liabilities

​

​

​

​

1,300

​

​

​

​

​

1,307

​

​

​

​

​

1,329

​

​

​

​

​

1,338

​

​

Total shareholders’ equity

​

​

​

​

205

​

​

​

​

​

257

​

​

​

​

​

318

​

​

​

​

​

543

​

​

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Summary Historical Combined Financial Information of Spinco (HHNF Business)

The summary historical combined financial information of the HHNF Business for the three quarterly periods ended June 29, 2024, and the summary historical balance sheet data as of June 29, 2024, have been derived from the unaudited interim combined financial statements of the HHNF Business which are included elsewhere in this document. The following summary historical combined financial information of the HHNF Business as of and for the years ended September 30, 2023, October 1, 2022, and October 2, 2021, has been derived from the HHNF Business’ audited combined financial statements and the notes thereto which are included elsewhere in this document. The summary historical combined financial information is qualified in its entirety by, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the HHNF Business” and “Combined Financial Statements of Spinco (the HHNF Business)” and the notes thereto included elsewhere in this document. The HHNF Business’ historical combined financial information is not indicative of the future performance of HHNF Business or Magnera following the Transactions. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

(in millions)

​

​

Three Quarterly Periods Ended June 29, 2024 (Unaudited)

​

​

Fiscal years ended

​

​

September 30, 2023

​

​

October 1, 2022

​

​

October 2, 2021

​

Selected Combined Statements of Income Information:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net sales

​

​

​

$

1,633

​

​

​

​

$

2,275

​

​

​

​

$

2,803

​

​

​

​

$

2,827

​

​

Operating income

​

​

​

​

26

​

​

​

​

​

69

​

​

​

​

​

172

​

​

​

​

​

353

​

​

Net income

​

​

​

$

25

​

​

​

​

$

38

​

​

​

​

$

119

​

​

​

​

$

310

​

​

Selected Combined Statements of Cash Flows Information:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net cash provided by operating activities

​

​

​

$

31

​

​

​

​

$

257

​

​

​

​

​

324

​

​

​

​

​

380

​

​

Net cash used by investing activities

​

​

​

$

(27)

​

​

​

​

$

(88)

​

​

​

​

​

(104)

​

​

​

​

​

(141)

​

​

Net cash used by financing activities

​

​

​

$

(11)

​

​

​

​

$

(210)

​

​

​

​

​

(216)

​

​

​

​

​

(249)

​

​

Selected Combined Balance Sheets Information:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

176

​

​

​

​

$

185

​

​

​

​

$

213

​

​

​

​

​

​

​

​

Short term investments

​

​

​

$

—

​

​

​

​

$

29

​

​

​

​

$

14

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

2,976

​

​

​

​

$

3,027

​

​

​

​

$

3,145

​

​

​

​

​

​

​

​

Total liabilities

​

​

​

$

582

​

​

​

​

$

637

​

​

​

​

$

658

​

​

​

​

​

​

​

​

Total parent invested equity

​

​

​

$

2,394

​

​

​

​

$

2,390

​

​

​

​

$

2,487

​

​

​

​

​

​

​

​

Summary Unaudited Pro Forma Condensed Combined Financial Information of Glatfelter and Spinco (HHNF Business)

The following summary unaudited pro forma condensed combined financial information of Glatfelter and the HHNF Business is presented for informational purposes only and is not necessarily indicative of the financial position or results that would have occurred had the events been consummated as of the dates indicated, nor is it indicative of any future results. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” for additional discussion of risk factors associated with the unaudited pro forma financial statements.

This information is only a summary and has been derived from and should be read in conjunction with Glatfelter’s audited consolidated financial statements and the notes thereto contained in Glatfelter’s Annual Report on Form 10-K for the year ended December 31, 2023, Glatfelter’s unaudited interim financial statements as of and for the six-month period ended June 30, 2024, contained in Glatfelter’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, each of which are incorporated by reference into this document, the HHNF Business’ audited combined financial statements and the notes thereto included elsewhere in this document and the more detailed unaudited pro forma condensed combined financial

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statements of Glatfelter and the HHNF Business and the notes thereto included elsewhere in this document (i) as of and for the three quarterly periods ended June 29, 2024, and (ii) for the twelve months ended September 30, 2023. See “Where You Can Find More Information; Incorporation by Reference,” “Combined Financial Statements of Spinco (the HHNF Business)” and “Unaudited Pro Forma Condensed Combined Financial Information.”

Unaudited Pro Forma Condensed Combined Statement of Operations Information

($ in millions, except per share data)

​

​

Three Quarterly Periods Ended June 29, 2024

​

​

Twelve Months Ended September 30, 2023

​

Selected Unaudited Pro Forma Condensed Combined Statement of Operations Information

​

​

​

​

​

​

​

​

​

​

​

​

​

Net sales

​

​

​

$

2,610

​

​

​

​

$

3,661

​

​

Operating income

​

​

​

​

35

​

​

​

​

​

69

​

​

Net loss

​

​

​

$

(84)

​

​

​

​

$

(124)

​

​

Net income per share:

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and Diluted

​

​

​

​

(0.19)

​

​

​

​

​

(0.28)

​

​

Outstanding weighted-average shares:

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and Diluted

​

​

​

​

453.0

​

​

​

​

​

450.6

​

​

​	​	​	As of June 29, 2024				​
Selected Unaudited Pro Forma Condensed Combined Balance Sheet Information	​	​	​	​	​	​	​
Cash	​	​	​	$	210	​	​
Total assets	​	​	​	​	4,385	​	​
Total liabilities	​	​	​	​	3,092	​	​
Stockholders’ equity	​	​	​	​	1,293	​	​

Summary Historical Market Price

Historical market price data for Spinco does not exist, as Spinco is currently a wholly owned subsidiary of Berry. As such, shares of Spinco common stock are not currently listed on a public stock exchange and are not publicly traded. Therefore, no market data is available for Spinco.

Shares of Glatfelter common stock currently trade on the NYSE under the symbol GLT. The following table sets forth the closing price per share of Glatfelter common stock as reported on the NYSE as of February 6, 2024, the last trading day prior to the public announcement of the Transactions. For current price information, you are urged to consult publicly available sources.

​	​	​	As of February 6, 2024				​
Closing Price Per Share of:	​	​	​	​	​	​	​
GLT	​	​	​	$	1.28	​	​

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RISK FACTORS

You should carefully consider the following risks, together with the other information contained or incorporated by reference in this document and the exhibits hereto. Some of the risks described below relate principally to the HHNF Business, the Transactions and the business and industry in which Glatfelter operates and will continue to operate after the Transactions. The remaining risks relate principally to the securities markets generally and ownership of shares of Glatfelter common stock. For a discussion of additional uncertainties associated with forward-looking statements in this document, please see “Cautionary Note Regarding Forward-Looking Statements.” In addition, you should consider the risks associated with Glatfelter’s business that appear in Glatfelter’s Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference into this document. See “Where You Can Find More Information; Incorporation by Reference” for more information about the documents incorporated by reference in this document.

Any of the following risks could materially adversely affect the business, financial condition and results of operations of Glatfelter or the HHNF Business and the actual outcome of Transactions and matters as to which forward-looking statements are made in this document. In such case, the market price of Glatfelter common stock could decline, and you could lose all or part of your investment. The risks described below are not the only risks that Glatfelter and the HHNF Business currently face or that Glatfelter will face after the completion of the Transactions. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially adversely affect Glatfelter’s business, financial condition and results of operations or the market price of Glatfelter common stock in the future. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risk Factors Relating to the Transactions

The Transactions may not be completed on the terms or timeline currently contemplated, or at all, as Berry and Glatfelter may be unable to satisfy the conditions or obtain the approvals required to complete the Transactions or such approvals may contain material restrictions or conditions.

The completion of the Transactions is subject to numerous conditions, as described in this document, including the occurrence of certain events contemplated by the RMT Transaction Agreement and the Separation Agreement (such as the Separation, approvals from governmental agencies and the receipt of Glatfelter Shareholder Approval for the Share Issuance proposal and the Charter Amendment proposals). Neither Berry nor Glatfelter can make any assurances that the Transactions will be completed on the terms or timeline currently contemplated, or at all. Each of Berry and Glatfelter has and will continue to expend time and resources and incur expenses related to the proposed Transactions. These expenses must be paid regardless of whether the Transactions are completed.

In addition, Spinco will need to obtain debt financing to finance, in part, the Special Cash Payment and to otherwise fund the Transactions and to pay the related transaction fees and expenses. Although the Spinco Commitment Letter has been entered into with various lenders, the obligations of the lenders under the Spinco Commitment Letter are subject to the satisfaction or waiver of customary conditions, including, among others, the absence of any material adverse effect on Glatfelter. Accordingly, there can be no assurance that these conditions will be satisfied or, if not satisfied, waived by the lenders. Furthermore, increased volatility and disruptions in the U.S. and global financial and equity markets may make it more difficult for Spinco to obtain financing or increase the cost of obtaining financing. If Spinco is not able to obtain alternative financing on commercially reasonable terms, it could prevent the completion of the Transactions or materially adversely affect the business, financial condition and results of operations if the Transactions are ultimately completed.

If completed, the Transactions may not be successful or achieve the anticipated financial and other benefits.

If the Transactions are completed, Glatfelter may not be able to successfully realize anticipated growth opportunities and synergies or integrate Glatfelter’s business and operations and the HHNF Business’ business and operations. See “— Risk Factors Relating to the HHNF Business and Magnera Following the Transactions — Although the Transactions are expected to result in synergies and other benefits, those

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benefits may not be realized because of difficulties related to integration, the achievement of such synergies and other challenges.”

After the Transactions, Glatfelter will have significantly more revenue, expenses, assets and employees than Glatfelter did prior to the Transactions. Upon the completion of the Transactions, Glatfelter will also assume certain liabilities of Berry and take on other obligations (including collective bargaining agreements with respect to transferred employees). Glatfelter may not successfully or cost-effectively integrate the HHNF Business’ business and operations with Glatfelter’s existing business and operations. Even if Glatfelter is able to integrate the combined businesses and operations successfully, this integration may not result in the realization of the full benefits of the synergies and other opportunities that are currently expected from the Transactions within the anticipated time frame, or at all.

Failure to complete the Transactions in a timely manner or at all could adversely affect Glatfelter’s stock price as well as its future business and its financial condition and results of operations.

The satisfaction of the required conditions to the Closing could delay the completion of the Transactions for a significant period of time or prevent it from occurring. Further, there can be no assurance that the conditions to the Closing will be satisfied or waived or that the Transactions will be completed.

If the Transactions are not completed in a timely manner or at all, Glatfelter’s ongoing business may be adversely affected as follows:

•

Glatfelter may experience negative reactions from the financial markets, and Glatfelter’s stock price could decline, including if and to the extent the current market price reflects an assumption that the Transactions will be completed;

​

•

Glatfelter may experience negative reactions from employees, customers, suppliers or other third parties;

​

•

Glatfelter may be subject to litigation, including shareholder litigation relating to the Transactions, which could result in significant costs and expenses;

​

•

Glatfelter management’s focus may have been diverted from day-to-day business operations and pursuing other opportunities that could have been beneficial to Glatfelter; and

​

•

Glatfelter’s costs of pursuing the Transactions may be higher than anticipated and significant expenses, such as for legal, advisory and financial services, generally must be paid regardless of whether the Transactions are completed.

​

In addition to the above risks, Glatfelter may be required, under certain circumstances, to pay Berry a termination fee of $10,000,000 and/or to reimburse or indemnify Berry for certain of its expenses. If the Transactions are not completed, there can be no assurance that these risks will not materialize and will not materially adversely affect Glatfelter’s stock price, business, financial condition and results of operations.

Glatfelter shareholders will, in the aggregate, have a significantly reduced ownership and voting interest in Glatfelter after the completion of the Transactions and will exercise less influence over management.

Glatfelter shareholders immediately prior to the completion of the Transactions will, in the aggregate, own a significantly smaller percentage of Glatfelter common stock immediately after the completion of the Transactions. Immediately following the completion of the First Merger, it is expected that holders of Berry common stock that received shares of Spinco common stock in the Spinco Distribution will own approximately 90% of the outstanding shares of Magnera’s common stock on a fully diluted basis and holders of Glatfelter common stock as of immediately prior to the First Effective Time will own approximately 10% of the outstanding shares of Magnera’s common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger Glatfelter shareholder and Berry stockholder bases, as described under “The Transactions — Calculation of the Merger Consideration.” Consequently, existing Glatfelter shareholders, collectively, will be able to exercise less influence over the management and policies of Magnera than they will be able to exercise over Glatfelter management and its policies immediately prior to the completion of the Transactions.

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The RMT Transaction Agreement contains provisions that may discourage other companies from trying to acquire Glatfelter.

The RMT Transaction Agreement contains provisions that may discourage a third party from submitting a business combination proposal to Glatfelter prior to the completion of the Transactions that might result in greater value to Glatfelter shareholders than the Transactions. The RMT Transaction Agreement generally prohibits Glatfelter from soliciting any alternative transaction proposals and Glatfelter must hold a meeting of its shareholders to vote on the Share Issuance proposal and the Charter Amendment proposals even if an unsolicited alternative transaction proposal is received that the Glatfelter Board determines is superior to the Transactions. In addition, before the Glatfelter Board may withdraw or modify its recommendation in response to or terminate the RMT Transaction Agreement to enter into an agreement with respect to, a superior proposal, Glatfelter must provide Berry notice of such superior proposal and give Berry the opportunity to negotiate with Glatfelter to modify the terms of the Transactions. If the RMT Transaction Agreement is terminated by Glatfelter or Berry in certain limited circumstances, Glatfelter may be obligated to pay a termination fee to Berry, which would represent an additional cost for a potential third party seeking a business combination with Glatfelter.

The calculation of the Merger Consideration will not be adjusted if there is a change in the value of the HHNF Business or its assets or the value of Glatfelter before the Transactions are completed.

The calculation of the number of shares of Glatfelter common stock to be issued in the Merger is based on fixed percentages and will not be adjusted if the relative value of the business or assets of the HHNF Business and Glatfelter change prior to the completion of the Merger. Glatfelter may not be permitted to terminate the RMT Transaction Agreement because of changes in the value of the HHNF Business or its assets. Glatfelter will not be permitted to terminate the RMT Transaction Agreement solely because of changes in Glatfelter’s stock price.

The pendency of the Transactions could have an adverse effect on Glatfelter’s stock price as well as the business, financial condition and results of operations of Glatfelter and the HHNF Business.

The pendency of the Transactions could cause disruptions to Glatfelter’s and the HHNF Business’ businesses or business relationships, which could have an adverse impact on results of operations. Parties with which Glatfelter or the HHNF Business have business relationships, including suppliers and customers, may be uncertain as to the future of such relationships and may delay or defer certain business decisions, seek alternative relationships with third parties or seek to alter their present business relationships with Glatfelter or the HHNF Business. Parties with which Glatfelter or the HHNF Business otherwise may have sought to establish business relationships may also seek alternative relationships with third parties. In addition, current and prospective employees of Glatfelter or the HHNF Business may experience uncertainty regarding their future roles, which might adversely affect Glatfelter’s and the HHNF Business’ ability to retain, recruit and motivate key personnel and maintain overall employee morale. Should they occur, any of these events could materially adversely affect Glatfelter’s stock price or harm the business, financial condition and results of operations of Glatfelter or the HHNF Business.

Goodwill and other intangibles represent a significant amount of the net worth of the HHNF Business, and a future write-off could result in lower reported net income and a reduction of such net worth.

The HHNF Business has a substantial amount of goodwill. Future changes in market multiples, cost of capital, expected cash flows or other external factors, may adversely affect the HHNF Business and cause such goodwill to be impaired, resulting in a non-cash charge against results of operations to write off goodwill or indefinite lived intangible assets for the amount of impairment. If a future write-off is required, the charge could result in significant losses and could materially adversely affect Glatfelter’s results of operations in the periods recognized.

Glatfelter expects to incur significant costs associated with the Transactions that could adversely affect the business, financial condition and results of operations of Glatfelter following the completion of the Transactions.

In connection with the Transactions, Glatfelter has incurred and will continue to incur significant costs, expenses and fees for professional services, such as legal, financial and accounting advice and services

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and other transaction costs, including costs related to the Glatfelter special meeting, the issuance, registration and listing of Glatfelter common stock, consulting and other services related to integration planning, transition services provided by Berry and adjustments to the Special Cash Payment for Transaction Expenses. The substantial majority of these costs will be non-recurring expenses relating to the Transactions, and many of these costs are payable regardless of whether or not the Transactions are completed. Glatfelter anticipates that it will incur costs relating to the signing and closing of the Transactions and additionally will incur costs during the first year following the completion of the Transactions that may be necessary to realize the anticipated cost synergies from the Transactions. No assurances of the timing or amount of synergies able to be captured, or the timing or amount of costs necessary to achieve those synergies, can be provided.

Some of the factors affecting the costs associated with the Transactions include the complexity and timing of the completion of the Transactions, the resources required in integrating the HHNF Business with Glatfelter’s existing businesses and the length of time during which Berry provides transition services. The amount and timing of any such charges could materially adversely affect the business, financial condition and results of operations following the completion of the Transactions. Glatfelter could also be subject to litigation related to the Transactions, which could prevent or delay the completion of the Transactions and result in the incurrence of additional significant costs and expenses.

Glatfelter is required to abide by potentially significant restrictions which could limit its ability to undertake certain corporate actions that otherwise could be advantageous.

The RMT Transaction Agreement restricts Glatfelter from taking specified actions without Berry’s consent until the Transactions are completed or the RMT Transaction Agreement is terminated, including making certain significant acquisitions or investments, entering into certain new lines of business, incurring certain indebtedness in excess of certain thresholds, making non-ordinary course capital expenditures, amending or modifying certain contracts, divesting certain assets (including certain intellectual property rights) and making certain non-ordinary course changes to personnel and employee compensation. These restrictions and others more fully described in “The RMT Transaction Agreement — Conduct of Business Pending the Merger” may affect Glatfelter’s ability to execute its business strategies and attain its financial and other goals and may impact Glatfelter’s business, financial condition and results of operations.

The Tax Matters Agreement generally prohibits Berry, Spinco and Glatfelter and their respective subsidiaries from taking certain actions that could cause the Spinco Distribution, the Merger or certain related Transactions to fail to qualify as tax-free transactions. To preserve the intended tax treatment of the Transactions, for a two-year period following the Spinco Distribution Date, Glatfelter may not, among other things and subject to certain exceptions:

•

enter into any transaction or series of transactions as a result of which one or more persons would (directly or indirectly) acquire an amount of stock of Glatfelter that, when combined with certain other changes in ownership of stock in Glatfelter (including the Merger), would equal or exceed 45% of the outstanding stock of Glatfelter, as applicable, by vote or value;

​

•

merge or consolidate Glatfelter with any other person, unless Glatfelter is the survivor of the merger or consolidation;

​

•

fail to be actively engaged in the conduct of the active trade or business described in the IRS Ruling;

​

•

sell or otherwise dispose of more than 35% of the gross assets of the Spinco Group or more than 35% of the gross assets of the HHNF Business;

​

•

redeem or repurchase any stock of Glatfelter, other than in certain open-market or similar transactions;

​

•

take any action affecting the voting rights of the stock of Glatfelter;

​

•

take any action that would be reasonably likely to adversely affect the intended tax treatment; or

​

•

adopt a plan or enter into any agreement to do any of foregoing.

​

If Glatfelter intends to take any action that is otherwise prohibited by the Tax Matters Agreement (as described above), prior to taking such action, Glatfelter is required to (1) obtain a favorable IRS Ruling or

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an unqualified tax opinion, in each case, reasonably satisfactory to Berry to the effect that such action will not affect the tax-free status of the Spinco Distribution, the Merger or such related Transactions, or (2) receive from Berry a written waiver of the requirement to obtain such private letter ruling or unqualified tax opinion. These restrictions may limit Glatfelter’s ability to pursue certain strategic transactions or engage in other transactions, including using Glatfelter common stock to make acquisitions and in connection with equity capital market transactions or disposing of certain assets that might increase the value of Magnera. See “Other Agreements Related to the Transactions — Tax Matters Agreement.”

The Spinco Distribution could result in significant tax liability, and Glatfelter may be obligated to indemnify Berry for any such tax liability imposed on Berry.

The completion of the Spinco Distribution, the Merger and certain related Transactions are conditioned upon the receipt by Berry, with a copy to Glatfelter, of (1) the Tax Opinions to the effect that, among other things, for U.S. federal income tax purposes, (a) the Spinco Distribution, taken together with certain related Transactions, will qualify as a “reorganization” under Section 368(a)(1)(D) of the Code and a tax-free distribution under Section 355 of the Code, and (b) the Merger will qualify as a “reorganization” under Section 368(a) of the Code, and (2) the IRS Ruling regarding the qualification of the Spinco Distribution and certain related Transactions for tax-free treatment, which Berry has received from the IRS. Provided that such Transactions so qualify, Berry stockholders generally will not recognize any income, gain or loss for U.S. federal income tax purposes upon the receipt of Spinco common stock in the Spinco Distribution or Glatfelter common stock in the Merger (except for any gain or loss attributable to the receipt of cash in lieu of fractional shares of Glatfelter common stock) and Berry generally will not recognize income, gain or loss for U.S. federal income tax purposes, other than as a result of certain intercompany transactions undertaken prior to or in anticipation of the Spinco Distribution, potentially gain to the extent the Special Cash Payment exceeds Berry’s adjusted tax basis in the HHNF Business and in certain other circumstances.

In rendering the Tax Opinions, Berry’s tax counsel will rely on, among other things, (1) customary representations and covenants made by Berry, Spinco and Glatfelter, (2) specified assumptions, including an assumption regarding the completion of the Spinco Distribution, Merger and certain related Transactions in the manner contemplated by the Transaction Documents and (3) the IRS Ruling. If any of those representations, covenants or assumptions is inaccurate, or the facts upon which the Tax Opinions will be based are materially different from the facts at the time of the Spinco Distribution, the conclusions expressed in the Tax Opinions may be incorrect and the Spinco Distribution may not qualify (in whole or part) for tax-free treatment. Tax Opinions of counsel are not binding on the IRS. As a result, to the extent a conclusion expressed in the Tax Opinions is not also covered in the IRS Ruling, such conclusion could be challenged by the IRS, and if the IRS prevails in such challenge, the tax consequences to Berry and its stockholders could be materially less favorable. Additionally, although the IRS Ruling is generally binding on the IRS, Berry, Spinco and Glatfelter will not be able to rely on the IRS Ruling if the factual representations made to the IRS in connection with the IRS Ruling request prove to be inaccurate or incomplete in any material respect, or if undertakings made to the IRS in connection with the request for the IRS Ruling are not satisfied. If this were to occur, the Spinco Distribution may not qualify (in whole or part) for tax-free treatment. As a result, the tax consequences to Berry and its stockholders could be materially less favorable. See “Material U.S. Federal Income Tax Consequences.”

Even if the Spinco Distribution were otherwise to qualify generally for non-recognition treatment under Sections 368(a)(1)(D) and 355 of the Code, the Spinco Distribution would be taxable to Berry (but not to Berry stockholders) pursuant to Section 355 of the Code if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of Berry or Spinco, directly or indirectly (including through acquisitions of the stock of Glatfelter after the completion of the Merger), as part of a plan or series of related transactions that includes the Spinco Distribution. For this purpose, any acquisitions of Berry or Spinco common stock (including through acquisitions of the stock of Glatfelter after the completion of the Merger) within the period beginning two years before the Spinco Distribution and ending two years after the Spinco Distribution are presumed to be part of such a plan, although Berry, Spinco or Glatfelter, as the case may be, may be able to rebut that presumption, depending on the facts and circumstances. For purposes of this test, the Merger will be treated as part of such a plan. If the IRS were to determine that other acquisitions of Berry common stock or Spinco common stock (including through acquisitions of the stock of Glatfelter after the completion of the Merger), either before or after the Spinco Distribution, were

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part of a plan or series of related transactions that included the Spinco Distribution, such determination, if sustained, could result in the recognition of a material amount of taxable gain by Berry under Section 355(e) of the Code.

In general, if Glatfelter (1) breaches certain representations and warranties made by Glatfelter (or by Spinco solely to the extent relating to any tax period beginning after the Merger) in the tax representation letters relating to the Transactions or the IRS Ruling, or (2) takes certain actions that are generally prohibited by the Tax Matters Agreement (as described in further detail above), without regard to whether Glatfelter obtained a private letter ruling from the IRS or an unqualified tax opinion or received Berry’s prior written consent to take such action, and such breach or action results in indemnifiable tax-related losses (e.g., increased taxes, penalties and interest) under the Tax Matters Agreement, Glatfelter generally is required to indemnify Berry for such tax-related losses. If the Spinco Distribution were to be taxable to Berry, and Glatfelter were required to indemnify Berry for tax-related losses, then this indemnification obligation could be substantial and could have a material adverse effect on Glatfelter.

In addition, changes in tax law could adversely affect the intended tax treatment of the Transactions or could adversely affect Berry’s ability to receive the Tax Opinions or Berry’s or Glatfelter’s ability to rely on the Tax Opinions or IRS Ruling. For example, legislative proposals in the United States have included provisions that relate to the tax treatment of the Transactions. While the most recent versions of such proposals are not expected to materially impact the intended tax treatment of the Transactions, it is not possible at this time to predict the outcome of these or other proposals.

If the Merger does not qualify as a tax-free reorganization under Section 368 of the Code, participating Berry stockholders that hold Spinco common stock may have significant tax liability.

As described above, the completion of the Merger is conditioned upon the receipt by Berry, with a copy to Glatfelter, of a tax opinion substantially to the effect that the Merger will qualify as a “reorganization” under Section 368(a) of the Code (the “Merger Tax Opinion”). Provided that the Merger so qualifies, participating Berry stockholders that hold Spinco common stock generally will not recognize any income, gain or loss for U.S. federal income tax purposes upon the receipt of Glatfelter common stock in the Merger (except for any gain or loss recognized with respect to the receipt of cash in lieu of fractional shares of Glatfelter common stock).

In rendering the Merger Tax Opinion, Berry’s tax counsel will rely on, among other things, (1) customary representations and covenants made by Berry, Spinco and Glatfelter, and (2) specified assumptions, including an assumption regarding the completion of the Spinco Distribution, Merger and certain related Transactions in the manner contemplated by the Transaction Documents. If any of those representations, covenants or assumptions are inaccurate, or the facts upon which the Merger Tax Opinion will be based are materially different from the facts at the time of the Merger, the conclusions expressed in the Merger Tax Opinion may be incorrect and the Merger may not qualify (in whole or part) for tax-free treatment. Tax opinions of counsel are not binding on the IRS. As a result, the conclusions expressed in the Merger Tax Opinion could be challenged by the IRS, and if the IRS prevails in such challenge, the tax consequences to Spinco and holders of Spinco common stock could be materially less favorable. If the Merger were taxable, holders of Spinco common stock would generally be considered to have made a taxable sale of their shares of Spinco common stock to Glatfelter and would generally recognize taxable gain or loss on their receipt of Glatfelter common stock in the Merger. See “Material U.S. Federal Income Tax Consequences.”

Some of Glatfelter’s directors and executive officers may have interests in completing the Transactions that may be different from, or in addition to, those of other Glatfelter shareholders.

You should be aware that certain of Glatfelter’s directors and executive officers have financial interests in the Transactions that may be different from, or in addition to, the interests of Glatfelter shareholders generally. The members of the Glatfelter Board were aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Transactions, including the Merger, and in recommending to Glatfelter shareholders that they vote to approve the Share Issuance proposal and the Charter Amendment proposals.

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For a description of the benefits that Glatfelter’s executive officers and directors may receive as a result of these interests, see “The Transactions — Interests of Glatfelter’s Directors and Executive Officers in the Transactions.”

Glatfelter and the HHNF Business may have difficulty attracting, motivating and retaining executives and other employees in light of the Transactions.

Glatfelter and the HHNF Business may have difficulty attracting, motivating and retaining executives and other employees in light of the Transactions. Uncertainty about the effect of the Transactions on the employees of Glatfelter and the HHNF Business may impair Glatfelter’s and the HHNF Business’ ability to attract, retain and motivate personnel until the Transactions are completed. Employee retention may be particularly challenging during the pendency of the Transactions, as employees may feel uncertain about their future roles with Glatfelter or the HHNF Business after their combination. The departure of employees of Glatfelter or the HHNF Business because of the uncertainty or perceived difficulties of integration or a desire not to become employees after the Transactions could have a material adverse effect on Glatfelter and the HHNF Business and Glatfelter’s ability to realize the anticipated financial and other benefits of the Transactions.

Glatfelter, by acquiring Spinco in the Transactions, will, on a consolidated basis, assume and be responsible for the Spinco Assumed Liabilities following the completion of the Transactions, and is acquiring the assets of Spinco.

As described in “The Separation and Distribution Agreement,” the Spinco Group, which is being acquired by Glatfelter in the Merger, will accept, assume, agree to perform, discharge and fulfill the Spinco Assumed Liabilities in accordance with their terms. The Separation Agreement further provides that the Spinco Assets are being conveyed to Glatfelter with certain representations and warranties disclaimed, and while Berry is subject to certain indemnification obligations in favor of Spinco and Glatfelter under the Separation Agreement, these are generally limited to indemnification for certain indemnifiable losses. See “The Separation and Distribution Agreement — The Separation” for a detailed description of the Spinco Liabilities that the Spinco Group is assuming in the Transactions.

Furthermore, while the RMT Transaction Agreement contains certain representations and warranties about the Spinco Business, the RMT Transaction Agreement provides that all representations and warranties of the parties contained therein will not survive the Second Effective Time of the Merger. Accordingly, there are no remedies available to the parties with respect to any breach of representations of the parties to the RMT Transaction Agreement after the Second Effective Time of the Merger, except for certain limited rights the party may have under applicable law.

To the extent any such Spinco Assumed Liabilities are larger than anticipated, Spinco or Glatfelter losses related to the RMT Transaction Agreement are not indemnifiable, or an issue with a Spinco Asset prohibits the Spinco Business from performing as planned, they could have a material adverse impact on the business, financial condition and results of operations of Magnera.

The price of Glatfelter common stock could be adversely affected by the Spinco Distribution.

The market price of Glatfelter common stock prior to the Merger and Glatfelter common stock following the Merger could be adversely affected as a result of sales of a large number of shares of Glatfelter common stock in the market after the completion of the Transactions or even the perception that these sales could occur in the future. On the Closing Date, Berry will distribute 100% of the shares of Spinco common stock to Berry stockholders. When the Merger is completed, holders of Berry common stock that received shares of Spinco common stock in the Spinco Distribution will own approximately 90% of the outstanding shares of Glatfelter common stock on a fully diluted basis. It is possible that following the Merger some Berry stockholders will sell the Glatfelter common stock they receive in the Merger if, for reasons such as Glatfelter’s business profile or market capitalization, Glatfelter does not fit their investment objectives, or in the case of index funds, Glatfelter is not a participant in the index in which they are investing.

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Risk Factors Relating to the HHNF Business and Magnera Following the Transactions

Sales of Glatfelter common stock after the Transactions may negatively affect the market price of Glatfelter common stock.

The shares of Glatfelter common stock to be issued in the Transactions to holders of Spinco common stock will generally be eligible for immediate resale. The market price of Glatfelter common stock could decline as a result of sales of a large number of shares of Glatfelter common stock in the market after the completion of the Transactions or even the perception that these sales could occur.

It is possible that some Spinco stockholders would sell the Glatfelter common stock they receive if, due to Glatfelter’s business profile or market capitalization or other reasons, Glatfelter does not fit their investment objectives, or in the case of index funds, Glatfelter is not a participant in the index in which they are investing. These sales, or the possibility that these sales may occur, may also make it more difficult for Glatfelter to obtain additional capital by selling equity securities in the future at a time and at a price that it deems appropriate.

It is expected that the Glatfelter common stock outstanding on a fully diluted basis immediately prior to the Merger will represent, in the aggregate, approximately 10% of Glatfelter common stock outstanding on a fully diluted basis immediately following the Transactions. As a result of the Transactions, including the significant increase in outstanding Glatfelter common stock, the market price of Glatfelter common stock could be significantly different from the reported closing prices on the NYSE of Glatfelter common stock prior to the completion of the Transactions.

The historical financial information of the HHNF Business may not be representative of its financial condition or results of operations if it had been operated independently of Berry and, as a result, may not be a reliable indicator of its future results.

The HHNF Business is currently operated by Berry. The HHNF Business historical combined financial statements have been prepared on a “carve-out” basis from Berry’s consolidated financial statements using the historical results of operations, assets and liabilities of the HHNF Business and include allocations of expenses from Berry. As a result, the HHNF Business’ historical financial statements may not necessarily reflect what its financial condition and results operations would have been had the HHNF Business operated as a standalone entity during the periods presented. For example, in preparing the financial statements of the HHNF Business, Berry made allocations of costs and Berry corporate expenses deemed to be attributable to the HHNF Business. However, these costs and expenses reflect the costs and expenses attributable to the HHNF Business operated as part of a larger organization and do not necessarily reflect costs and expenses that would be incurred by the HHNF Business had it been operated independently or costs and expenses that would be incurred by Glatfelter. As a result, the historical financial information of the HHNF Business may not be a reliable indicator of future results, and actual results may be materially different from those reflected in the historical financial statements.

The unaudited pro forma condensed combined financial information of Glatfelter and the HHNF Business are not intended to reflect what the actual financial condition and results of operations would have been had Glatfelter and the HHNF Business been a combined company for the periods presented and the HHNF Business historical combined financial statements have been prepared on a carve-out basis, and therefore such pro forma financial information and the historical HHNF Business financial statements may not be indicative of future operating performance.

Because Glatfelter will combine with the HHNF Business only upon completion of the Transactions, there is no available historical financial information that consolidates the financial results for the HHNF Business and Glatfelter. The historical financial statements contained or incorporated by reference in this document consist of the separate financial statements of the HHNF Business and Glatfelter.

The HHNF Business’ historical combined financial statements have been prepared on a “carve-out” basis from Berry’s consolidated financial statements using the historical results of operations, assets and liabilities of the HHNF Business and include allocations of expenses from Berry. As a result, the HHNF

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Business’ historical financial statements may not necessarily reflect what its financial condition and results of operations would have been had the HHNF Business operated as a standalone entity during the periods presented.

The unaudited pro forma condensed combined financial information presented in this document are for illustrative purposes only and are not intended to, and do not purport to, represent what the actual financial condition and results of operations would have been if the Transactions had occurred on the relevant dates. In addition, such unaudited pro forma condensed combined financial information is based upon available information and certain assumptions of management as of the date of this document. These assumptions, however, are only preliminary and will be updated only after the completion of the Transactions. The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting, with Spinco as the accounting acquirer based on consideration of the facts and circumstances described in “The Transactions — Accounting Treatment,” which may be subject to change. Under the acquisition method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed in a business combination based on their respective fair values as of the merger date, with any excess purchase price allocated to goodwill. Following the Closing, Magnera’s management expects to complete the valuation of the assets and liabilities at the level of detail necessary to finalize the required purchase price allocation. The final purchase price allocation could differ significantly from the allocation presented in the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements also do not reflect any anticipated revenue enhancements, cost savings, or operating synergies that may be achieved as a result of the Merger, the total expected costs to integrate the operations of Glatfelter and the HHNF Business, or the total expected costs necessary to achieve such revenue enhancements, cost savings or operating synergies. Accordingly, the unaudited pro forma condensed combined financial statements included in this document do not reflect what Magnera’s financial condition and results of operations would have been had Glatfelter and the HHNF Business been a consolidated entity during all periods presented, or what Magnera’s financial condition and results of operations will be in the future. Actual results may be materially different from those reflected in the unaudited pro forma condensed combined financial statements presented in this document.

Magnera may be unable to provide (or obtain from third parties) the same types and level of services to the HHNF Business that historically have been provided by Berry or may be unable to provide (or obtain) them at the same cost.

As part of Berry, the HHNF Business has been able to receive certain services from Berry. Following the Transactions, Magnera will need to replace these services either by providing them internally from existing services or by obtaining them from unaffiliated third parties. Berry will provide certain services on a transitional basis pursuant to the Transition Services Agreement. The duration of such services is subject to ongoing discussions but will be for a reasonable term to be set out in the Services Schedule to the Transition Services Agreement. Magnera may be unable to replace these services in a timely manner or on terms and conditions as favorable as those the HHNF Business currently receives from Berry. The costs for these services could, in the aggregate, be higher than the combination of Glatfelter’s current costs and those reflected in the historical financial statements of the HHNF Business. If Magnera is unable to replace the services provided by Berry or is unable to replace them at the same cost or is delayed in replacing the services provided by Berry, Magnera’s results of operations may be materially adversely impacted.

Magnera’s business, financial condition and results of operations may be adversely affected following the Transactions if it cannot negotiate terms that are as favorable as those Berry has received when Magnera replaces contracts after the completion of the Transactions.

As a separate reporting segment of Berry, the HHNF Business has been able to receive benefits from being a part of Berry and has been able to benefit from Berry’s financial strength, extensive business relationships and purchasing power. Following the Merger, the HHNF Business will be combined with Glatfelter, and Magnera will not be able to leverage Berry’s financial strength, may not have access to all of Berry’s extensive business relationships and may not have purchasing power similar to what the HHNF Business benefited from by being a part of Berry prior to the completion of the Transactions. In addition, some contracts that Berry or its subsidiaries are a party to on behalf of the HHNF Business require consents of third parties to assign them to Spinco in connection with the Transactions. There can be no assurance

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that Berry, Spinco or Magnera will be able to obtain those consents, enter into new agreements with respect to those contracts if consents are not obtained or arrange for a lawful alternative arrangement to provide Spinco with the rights and obligations under such agreements. It is therefore possible, whether as a result of routine renegotiations of terms in the ordinary course of business, or as part of a request for consent or a replacement of a contract where consent has not been obtained, that Magnera may not be able to negotiate terms as favorable as those Berry has received previously for one or more contracts, and in the aggregate the loss or renegotiation of contracts in connection with the foregoing could materially adversely affect Magnera’s business, financial condition and results of operations following the completion of the Transactions by increasing costs or decreasing revenues.

Although the Transactions are expected to result in synergies and other benefits, those benefits may not be realized because of difficulties related to integration, the achievement of such synergies and other challenges.

Glatfelter and the HHNF Business have operated and, until completion of the Transactions, will continue to operate, independently, and their businesses may not be able to be combined in a manner that allows for the achievement of any financial or other benefits. If Magnera is not able to successfully integrate the HHNF Business with Glatfelter’s business, the anticipated financial and other benefits, including synergies, of the Transactions may not be realized fully, if at all, or may take longer than expected to be realized. Specifically, the following issues, among others, must be addressed in combining the operations of Glatfelter and the HHNF Business for the anticipated financial and other benefits of the Transactions to be realized:

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combining the businesses of Glatfelter and the HHNF Business in the time frame currently anticipated;

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maintaining existing agreements with customers, distributors, providers, talent and vendors and avoiding delays in entering into new agreements with prospective customers, distributors, providers, talent and vendors;

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combining certain of the businesses’ corporate functions;

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determining whether and how to address possible differences in corporate cultures and management philosophies;

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integrating the businesses’ administrative, accounting and information technology infrastructure;

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integrating employees and attracting and retaining key personnel, including talent;

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managing the expanded operations of a significantly larger and more complex company; and

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resolving potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the Transactions.

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Even if the operations of the businesses of Glatfelter and the HHNF Business are integrated successfully, the full benefits of the Transactions may not be realized, including, among others, the synergies that are expected. These benefits may not be achieved within the anticipated time frame or at all. Additional unanticipated costs may also be incurred in connection with the integration of the businesses of Glatfelter and the HHNF Business. Further, it is possible that there could be loss of key Glatfelter or HHNF Business employees, loss of customers, disruption of either or both of Glatfelter’s or the HHNF Business’ ongoing businesses or unexpected issues, higher than expected costs and an overall post-completion process that takes longer than originally anticipated. All of these factors could materially adversely affect the market price of Glatfelter common stock and Magnera’s business, financial condition and results of operations.

The success of Magnera will also depend on relationships with third parties and existing customers of Glatfelter and the HHNF Business, which relationships may be affected by customer or third-party preferences or public attitudes about the Transactions. Any adverse changes in these relationships could adversely affect Magnera’s business, financial condition and results of operations.

Magnera’s success will depend on its ability to maintain and renew relationships with existing customers, business partners and other third parties of both Glatfelter and the HHNF Business, and its ability to establish new relationships. There can be no assurance that the business of Magnera will be able to maintain

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and renew existing contracts and other business relationships or enter into or maintain new contracts and other business relationships, on acceptable terms, if at all. The failure to maintain important business relationships could have a material adverse effect on Magnera’s business, financial condition and results of operations.

Following the completion of the Transactions, Magnera’s consolidated indebtedness will increase substantially as a result of the Transactions. This increased level of indebtedness could adversely affect Magnera, including by decreasing its business flexibility.

Upon completion of the Transactions, Magnera expects to become responsible for up to approximately $2,053 million of debt, including existing debt of the HHNF Business to be assumed by the Spinco Group, and debt that may be incurred by Spinco and used on the Closing Date to finance, in part, the Special Cash Payment and to otherwise fund the other Transactions and to pay the related transaction fees and expenses, with the ultimate amount of such debt subject to adjustment, as described in “The Separation and Distribution Agreement — The Separation — Special Cash Payment and Post-Closing Payments.” The increased indebtedness could have the effect of, among other things, reducing Magnera’s flexibility to respond to changing business and economic conditions, increasing its vulnerability to general adverse economic and industry conditions and limiting its ability to obtain additional financing in the future. In addition, following the completion of the Transactions, the amount of cash required to pay interest on Magnera’s indebtedness levels will increase from the amount required to pay interest on prior to the Transactions, and thus the demands on Magnera’s resources will be greater than those for Glatfelter prior to the Transactions, and Magnera may be unable to generate cash sufficient to pay when due the principal of, interest on or other amounts associated with its indebtedness. The increased levels of indebtedness following the completion of the Transactions could also reduce funds available for capital expenditures, share repurchases, investments, mergers and acquisitions and other activities and may create competitive disadvantages for Magnera relative to other companies with lower debt levels.

Following the completion of the Transactions, Magnera’s corporate or debt-specific credit rating could be downgraded, which may increase its borrowing costs or give rise to a need to refinance existing indebtedness. If a ratings downgrade occurs, Magnera may need to refinance existing debt or be subject to higher borrowing costs and more restrictive covenants when Magnera incurs new debt in the future, which could reduce profitability and diminish operational flexibility. Market disruptions, such as those experienced in 2008 and March 2020, as well as Magnera’s indebtedness levels, may increase Magnera’s borrowing costs or adversely affect its ability to refinance its obligations as they become due. If Magnera is unable to refinance its indebtedness or access additional credit, or if short-term or long-term borrowing costs dramatically increase, Magnera’s ability to meet its short-term and long-term obligations could be adversely affected, which would have a material adverse effect on its business, financial condition, results of operations and cash flows.

Magnera’s debt agreements following the completion of the Transactions will require Magnera to continue to comply with specified financial covenants that could limit Magnera’s ability to take various actions, including incurring additional debt.

Glatfelter’s debt agreements currently contain, and will contain following the completion of the Transactions, restrictive covenants. These covenants and requirements could limit Magnera’s ability to take various actions, including incurring additional debt, guaranteeing indebtedness and engaging in various types of transactions, including mergers, acquisitions and sales of assets. These covenants could place Magnera at a disadvantage compared to some of its competitors, who may have fewer restrictive covenants and may not be required to operate under these restrictions. Further, these covenants could have a material adverse effect on Magnera’s business, financial condition and results of operations by limiting its ability to take advantage of financing, mergers and acquisitions or other opportunities.

If the results of operations of the HHNF Business following the Transactions are below Glatfelter’s expectations, Magnera may not achieve the increases in revenues and net earnings that it expects as a result of the Transactions.

Glatfelter has projected that it will derive a majority of its revenues and net earnings from the operations of the HHNF Business after the Transactions. Therefore, if the results of operations of the HHNF Business

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following the Transactions are below Glatfelter’s expectations, Magnera may not achieve the results of operations expected as a result of the Transactions. Some of the significant factors that could negatively impact the expected results of operations of the HHNF Business, and therefore harm the expected future combined results of operations after the completion of the Transactions, include:

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more intense competitive pressure from existing or new competitors;

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fewer customers purchasing products from the HHNF Business;

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fluctuations in the exchange rates in the jurisdictions in which the HHNF Business operates;

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issues in the supply chain of raw materials necessary to conduct the HHNF Business;

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increases in operating costs for the HHNF Business; and

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material variations in the results of operations of the HHNF Business from Glatfelter’s expectations or projections of such results of operations, which were based on estimates and assumptions developed by Glatfelter management, any or all of which may prove to be incorrect or inaccurate.

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The financial projections included herein are based upon estimates and assumptions made at the time they were prepared. If these estimates or assumptions prove to be incorrect or inaccurate, the actual operating results may differ materially from those forecasted for Glatfelter and the HHNF Business.

The financial projections included in this document under “The Transactions — Prospective Financial Information” are subject to uncertainty and are based on estimates and assumptions developed by management of Glatfelter and Berry, respectively, any or all of which may prove to be incorrect or inaccurate. The financial projections of Glatfelter and the HHNF Business were prepared in good faith on bases believed by the management of Glatfelter and Berry, respectively, to be reasonable, reflecting the best available estimates and judgments of management of the applicable company as to the future operating results of Glatfelter and the HHNF Business at the time they were prepared. Although presented with numerical specificity, the financial projections reflect numerous estimates and assumptions with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to the businesses of Glatfelter and the HHNF Business, including other factors listed under “Risk Factors,” all of which are difficult to predict and many of which are outside the control of Glatfelter, Berry and Spinco. There can be no assurance that the assumptions underlying the financial projections will be realized. In addition, the financial projections cover multiple years and such information by its nature becomes less predictive with each successive year. If these estimates or assumptions prove to be incorrect or inaccurate, Magnera’s actual operating results may differ materially from those forecasted for Glatfelter and the HHNF Business.

Many of the assumptions reflected in the financial projections are subject to change and such financial projections do not reflect revised prospects for the businesses of Glatfelter or the HHNF Business, changes in general business or economic conditions or any other transactions, circumstances or events occurring after the date they were prepared, including the Transactions contemplated by the RMT Transaction Agreement and the Separation Agreement and the effect of any failure of the Merger or the other Transactions to occur. Glatfelter and Berry have not updated and do not intend to update or otherwise revise their respective financial projections. There can be no assurance that the results reflected in any of the financial projections for Glatfelter and the HHNF Business will be realized or that actual results for Magnera will not materially vary from such financial projections.

Magnera may not be able to compete successfully, and its customers may not continue to purchase its products.

Glatfelter and the HHNF Business compete with multiple companies in each of their product lines on the basis of a number of considerations, including price, service, quality, product characteristics and the ability to supply products to customers in a timely manner. Additionally, consumer views on environmental considerations could potentially impact demand for Magnera’s products that utilize fossil fuel-based materials in their manufacturing. Competitors to Glatfelter and the HHNF Business may have financial and other resources that are substantially greater and may be better able to withstand higher costs. Competition and product preference changes could result in Glatfelter and/or HHNF Business products losing market share or Magnera having to reduce prices, either of which could have a material adverse effect

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on Magnera’s business, financial condition and results of operations. In addition, since Glatfelter and the HHNF Business do not have long-term arrangements with many of their customers, these competitive factors could cause their customers to shift suppliers quickly.

Further, for the fiscal year ended September 30, 2023, the top customer of the HHNF Business accounted for more than 11% of its net sales, and its top ten customers represented approximately 45% of net sales. The loss of those customers during the pendency of or after the closing of the Transactions may have a material adverse effect on Magnera’s business, financial condition and results of operations.

Magnera may pursue and execute acquisitions or divestitures, which could adversely affect its business.

As part of Magnera’s growth strategy, it will consider transactions that either complement or expand its existing business and create economic value. Transactions involve special risks, including the potential assumption of unanticipated liabilities and contingencies as well as difficulties in integrating acquired businesses or carving-out divested businesses, which may result in substantial costs, delays or other problems that could adversely affect Magnera’s financial condition and results of operations. Furthermore, Magnera may not realize all of the synergies it expects to achieve from its current strategic initiatives due to a variety of risks. If it is unable to achieve the benefits that it expects to achieve from such strategic initiatives, it could adversely affect the business, financial condition and results of operations of Magnera.

In the event of a catastrophic loss of a key manufacturing facility, Magnera would be adversely affected.

While Glatfelter and the HHNF Business maintain insurance covering their respective facilities, including business interruption insurance, a catastrophic loss of the use of all or a portion of one of their key manufacturing facilities due to accident, labor issues, weather conditions, natural disaster, pandemic or otherwise, whether short or long-term, could result in future losses to Magnera.

Magnera’s success will depend on attracting, developing, motivating and retaining talented people within its business. Significant shortfalls in recruitment or retention, labor cost inflation or failure to adequately motivate employees, could adversely affect Magnera’s ability to compete and achieve its strategic goals.

Attracting, developing, motivating and retaining talented employees will be essential to the successful delivery of Magnera’s products and services and success in the marketplace. The ability to attract and retain talented employees is critical in the development and delivery of products and services, which is an integral component of the growth strategy. Labor is also subject to cost inflation, availability and workforce participation rates, all of which could be impacted by factors beyond the control of Magnera.

Competition for employees can be intense and if the combined company is unable to successfully integrate, motivate and reward the current employees from the HHNF Business or Glatfelter’s current employees, Magnera may not be able to retain them. There can be no assurance Magnera will be able to recruit, train, assimilate, motivate and retain employees in the future. The loss of a substantial number of these employees or a prolonged labor dispute could disrupt Magnera’s business and result in future losses.

The international operations of Glatfelter and the HHNF Business pose risks to the business of Magnera that may not be present with its domestic operations.

Glatfelter and the HHNF Business are subject to foreign exchange rate risk, both transactional and translational, which may negatively affect its financial performance. Exchange rates between transactional currencies may change rapidly due to a variety of factors. Translational foreign exchange exposures result from exchange rate fluctuations in the conversion of entity functional currencies to U.S. dollars, the HHNF Business’ reporting currency, and may affect the reported value of its assets and liabilities and its income and expenses. In particular, the HHNF Business’ translational exposure may be impacted by movements in the exchange rate of the euro or the Brazilian real against the U.S. dollar.

Foreign operations are also subject to certain risks that are unique to doing business in foreign countries including shipping delays and supply chain challenges, disruption of energy, changes in applicable laws, including assessments of income and non-income related taxes, reduced protection of intellectual property, inability to readily repatriate cash to the U.S. effectively and regulatory policies and various trade

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restrictions including potential changes to export taxes or countervailing and anti-dumping duties for exported products from these countries. Any of these risks could disrupt the HHNF Business and result in significant losses. The HHNF Business is also subject to the Foreign Corrupt Practices Act and other anti-bribery and anti-corruption laws that generally bar bribes or unreasonable gifts to foreign governments or officials. The HHNF Business has implemented safeguards, training and policies to discourage these practices by its employees and agents. However, existing safeguards, training and policies to assure compliance and any future improvements may prove to be less than effective and employees or agents of the HHNF Business may engage in conduct for which the HHNF Business might be held responsible. If employees violate internal policies, the HHNF Business may be subject to regulatory sanctions. Violations of these laws or regulations could result in sanctions including fines, debarment from export privileges and penalties and could adversely affect the business, financial condition and results of operations of the HHNF Business.

Changes in domestic and foreign laws and regulations and other risks related to international operations could adversely impact Magnera’s business, financial condition and results of operations.

The foreign jurisdictions in which Glatfelter and the HHNF Business operate have, in varying degrees, laws and regulations that will govern Magnera’s business. Glatfelter and the HHNF Business have operations through which they offer for sale and distribute products and services outside of the United States. As a result, Magnera’s business will be subject to certain risks inherent in international business, many of which are beyond its control. These risks include:

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laws and policies affecting trade and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws;

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local regulatory requirements (and any changes to such requirements);

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its ability to obtain the appropriate licenses and other regulatory approvals it needs to operate in foreign countries;

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significant fluctuations in foreign currency value;

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currency exchange and central banking controls;

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the instability of foreign economies and governments;

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threatened or actual terrorist attacks and military action, including the intensification or expansion of the conflict in Ukraine;

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anti-corruption laws and regulations such as the Foreign Corrupt Practices Act that impose stringent requirements on how Magnera conducts its foreign operations and changes in these laws and regulations;

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sanction laws and regulations such as those administered by the Office of Foreign Assets Control that restrict Magnera’s dealings with certain sanctioned countries, territories, individuals and entities; these laws and regulations are complex, frequently changing and increasing in number, and may impose additional prohibitions or compliance obligations on its dealings in certain countries and territories, including sanctions imposed on Russia and certain Ukrainian territories;

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foreign privacy and data protection laws and regulations and changes in these laws; and

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shifting consumer preferences.

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Events or developments related to these, and other risks associated with international trade, could adversely affect Magnera’s revenues from non-U.S. sources, which could have a material adverse effect on its business, financial condition and results of operations. Acts of terrorism, hostilities, imposition of sanctions or financial, political, economic or other uncertainties could lead to a reduction in revenue or loss of investment, which could materially adversely affect its results of operations. Furthermore, some foreign markets where Glatfelter, the HHNF Business and their respective partners operate may be more adversely affected by current economic conditions than the United States. Magnera also may incur substantial expense as a result of changes, including the imposition of new restrictions, in the existing regulatory, economic or political environment in the regions where Glatfelter and the HHNF Business do business.

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Global economic conditions, including inflation and supply chain disruptions, may negatively impact the business operations and financial results of Magnera.

Challenging current and future global economic conditions, including inflation and supply chain disruptions may negatively impact Magnera’s operations and financial results. Recent regional and global conflicts have increased volatility in world economies. Current global economic challenges, including the relatively high rate of inflation and supply chain constraints may continue to put pressure on Magnera.

When challenging economic conditions exist, Magnera’s customers may delay, decrease or cancel purchases, and may also delay payment or fail to pay altogether. Suppliers may have difficulty filling Magnera’s orders and distributors may have difficulty getting Magnera’s products to customers, which may affect Magnera’s ability to meet customer demands, and result in a loss of business. Weakened global economic conditions may also result in unfavorable changes in product prices, product mix and profit margins. Although the HHNF Business and Glatfelter take measures to mitigate the impact of inflation, including through pricing actions and productivity programs, if these actions are not effective, Magnera’s cash flow, financial condition and results of operations could be adversely impacted. In addition, there could be a time lag between recognizing the benefit of mitigating actions and when inflation occurs, and there is no assurance that mitigating measures will be able to fully mitigate the impact of inflation.

Political volatility may also contribute to the general economic conditions and regulatory uncertainty in regions in which Magnera operates. Future unrest and changing policies could result in an adverse impact to Magnera’s financial condition. Political developments can also disrupt the markets served by Magnera and the tax jurisdictions in which it operates and may affect its business, financial condition and results of operations.

Magnera’s business, financial condition and results of operations may be negatively impacted by the outcome of uncertainties related to litigation.

From time to time, Glatfelter and the HHNF Business may be involved in a number of legal claims, regulatory investigations, litigation (asserted individually and/or on behalf of a class) and arbitration. Glatfelter and the HHNF Business may be subject to a number of lawsuits both in the United States and in foreign countries, including, at any particular time, claims relating to antitrust, intellectual property, employment, wage and hour, consumer privacy, environmental, regulatory and tax proceedings, contractual and commercial disputes and the production, distribution and licensing of Glatfelter’s and the HHNF Business’ products. Magnera may also spend substantial resources complying with various government standards, which may entail related investigations and litigation. Magnera may incur significant expenses defending such suits or government charges and may be required to pay amounts or otherwise change its operations in ways that could materially adversely affect its business, financial condition and results of operations. This could result in an increase in Magnera’s cost for defense or settlement of claims or indemnification obligations if Magnera were to be found liable in excess of Glatfelter’s or the HHNF Business’ historical experience. Even if Magnera believes a claim is without merit, or ultimately prevails, defending against the claim could be time-consuming and costly and divert its management’s attention and resources away from its business.

In addition, Magnera’s insurance may not be adequate to protect it from all material expenses related to pending and future claims and Glatfelter’s and the HHNF Business’ current levels of insurance may not be available in the future at commercially reasonable prices. Any of these factors could materially adversely affect Magnera’s business, financial condition and results of operations.

Changes in tax laws or changes in the HHNF Business’ geographic mix of earnings could have a material impact on the financial condition and results of operation of the HHNF Business.

Glatfelter and the HHNF Business are subject to income and other taxes in the many jurisdictions in which they operate. Tax laws and regulations are complex and the determination of the global provision for income taxes and current and deferred tax assets and liabilities requires judgment and estimation. Glatfelter and the HHNF Business are subject to routine examinations of income tax returns, and tax authorities may disagree with their tax positions and assess additional tax. Future income taxes could also be negatively impacted by Magnera’s mix of earnings in the jurisdictions in which it operates being different than anticipated

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given differences in statutory tax rates in the countries in which it operates. In addition, tax policy efforts to raise global corporate tax rates could adversely impact the tax rate and subsequent tax expense of Magnera.

Raw material inflation or shortage of available materials could harm Magnera’s financial condition and results of operations, which could adversely affect Magnera’s business, financial condition and results of operations.

Raw materials are subject to price fluctuations and availability, due to external factors, such as the Russia-Ukraine conflict, weather-related events or other supply chain challenges. Temporary industry-wide shortages of raw materials have occurred in the past, which can lead to increased raw material price volatility. Additionally, suppliers could experience cost increases to produce raw materials due to increases in carbon pricing. Historically, the HHNF Business has been able to manage the impact of higher costs by increasing selling prices and has generally been well positioned to capture additional market share as the HHNF Business’ primarily raw material, polymer resin, is typically a lower cost and more versatile substrate. However, raw material shortages or the inability to timely pass-through increased costs to customers may adversely affect Magnera’s financial condition and results of operations.

Weather related events could negatively impact Magnera’s results of operations.

Weather related events could adversely impact Magnera and certain customers, suppliers and partners. Such events may have a physical impact on the facilities, inventory, suppliers and equipment and any unplanned downtime at any of such facilities could result in unabsorbed costs that could negatively impact results of operations for the period in which it experienced the downtime. Longer-term climate change patterns could alter future customer demand, impact supply chains and increase operating costs. However, any such changes are uncertain and the net impact from such events cannot be predicted.

Glatfelter and the HHNF Business depend on information technology systems and infrastructure to operate their businesses, and increased cybersecurity threats, system inadequacies and failures could disrupt Magnera’s operations and compromise customer, employee, vendor, company and other data which could negatively affect Magnera’s business.

Glatfelter and the HHNF Business rely on the efficient and uninterrupted operation of information technology systems and networks. These systems and networks are vulnerable to increased threats and more sophisticated computer crime, energy interruptions, telecommunications failures, breakdowns, natural disasters, terrorism, war, computer malware or other malicious intrusions.

Glatfelter and the HHNF Business also maintain and have access to data and information that is subject to privacy and security laws, regulations and customer controls. Despite efforts to protect such information through maintaining appropriate data security and controls, breaches, misplaced or lost data and programming damages could result in a negative impact on Magnera. While the HHNF Business has not had material system interruptions historically associated with these risks, future interruptions could result in significant losses. If Glatfelter’s or the HHNF Business’ information security systems or data are compromised in a material way, such compromises could result in a disruption of services or operations or information misappropriation including, but not limited to: interruption to systems availability; denial of access to and misuse of applications required by customers to conduct business with Glatfelter; denial of access to the applications used to plan operations, procure materials, manufacture and ship products and account for orders; theft of intellectual know-how and trade secrets; and inappropriate disclosure of confidential company, employee, customer or vendor information. If such disruptions or misappropriations were to occur, they could cause a reduction of the revenues Magnera is able to generate from such services, damage to Glatfelter’s and the HHNF Business’ respective reputations, a loss of confidence in the security of Glatfelter’s offerings and services and significant legal and financial exposure, each of which could potentially have a material adverse effect on Magnera’s business. In addition, the rapid evolution and increased adoption of artificial intelligence technologies increases the cybersecurity risks Magnera may be subject to, including generative artificial intelligence augmenting threat actors’ technological sophistication to enhance existing or create new malware.

While Glatfelter devotes significant resources to network security, disaster recovery, employee training and other measures to secure its information technology systems and prevent unauthorized access to or loss of data, there are no guarantees that these efforts will be adequate to safeguard against all cyber incidents,

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systems disruptions, system compromises or misuses of data. In addition, while Glatfelter currently maintains insurance coverage that, subject to its terms and conditions, is intended to address costs associated with certain aspects of cyber incidents and information systems failures, this insurance coverage may not, depending on the specific facts and circumstances surrounding an incident, cover all losses or all types of claims, or be adequate to compensate affected third parties for losses that arise from an incident, or the damage to our reputation or brands that may result from an incident.

Current and future environmental and other governmental requirements could adversely affect the financial condition of Magnera and the ability to conduct its business.

While significant capital expenditures have not historically been required to be made to comply with applicable environmental laws and regulations, future capital expenditure requirements cannot be predicted because of continually changing compliance standards and environmental technology, and such expenditure requirements could be significant. Furthermore, violations or contaminated sites that those involved with Glatfelter and/or the HHNF Business do not know about (including contamination caused by prior owners and operators of such sites or newly discovered information) could result in additional compliance or remediation costs or other liabilities.

In addition, federal, state, local and foreign governments could enact laws or regulations concerning environmental matters, such as greenhouse gas (carbon) emissions, that increase the cost of producing, or otherwise adversely affect the demand for, packaging products. Additionally, several governmental bodies in jurisdictions where Glatfelter and the HHNF Business operate have introduced, or are contemplating introducing, regulatory change to address the potential impacts of climate change and global warming, which may have adverse impacts on operations or financial results. Any such laws promulgated to date do not appear to have had a material adverse effect on Glatfelter or the HHNF Business, as the impact of higher costs has historically been managed by increasing selling prices. However, future legislation or regulation could have a material adverse effect.

Magnera may not be successful in protecting its intellectual property rights, including unpatented proprietary know-how and trade secrets, or in avoiding claims that Glatfelter, the HHNF Business and/or Magnera infringed on the intellectual property rights of others.

In addition to relying on patent and trademark rights, Glatfelter and the HHNF Business rely on unpatented proprietary know-how and trade secrets, and employ various methods, including confidentiality agreements with employees and consultants, customers and suppliers to protect know-how and trade secrets. However, these methods and the applicable patents and trademarks may not afford complete protection and there can be no assurance that others will not independently develop the know-how and trade secrets or develop better production methods. Further, Glatfelter and the HHNF Business may not be able to deter current and former employees, contractors and other parties from breaching agreements and misappropriating proprietary information, and it is possible that third parties may copy or otherwise obtain and use Magnera’s information and proprietary technology without authorization or otherwise infringe on Magnera’s intellectual property rights. Furthermore, no assurance can be given that there will not be future claims asserting the infringement of the intellectual property rights of third parties seeking damages, the payment of royalties or licensing fees and/or injunctions against the sale of Magnera’s products. Any such litigation could be protracted and costly and could result in significant losses.

Provisions in the Existing Glatfelter Charter and the Glatfelter Bylaws and applicable law may prevent or delay an acquisition of Glatfelter, which could decrease the market price of Glatfelter common stock.

The Existing Glatfelter Charter, the current Amended and Restated Bylaws of Glatfelter (the “Glatfelter Bylaws”) and the Pennsylvania Business Corporation Law (“PBCL”) contain or will contain provisions that may have the effect of deterring takeovers of Glatfelter by making such takeovers more expensive to the acquirer and by encouraging prospective acquirers to negotiate with the Glatfelter Board rather than to attempt a hostile takeover. These provisions include: (1) rules regarding how the Glatfelter shareholders may present proposals or nominate directors for election at shareholder meetings; and (2) the right of the Glatfelter Board to issue preferred stock without shareholder approval. The PBCL also imposes some restrictions on transactions with interested shareholders by requiring the approval of a majority of

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disinterested shareholders, and on mergers and acquisitions by requiring any person who acquires 20% or more of the shares of Glatfelter common stock to offer to purchase the shares of the other Glatfelter shareholders at fair value. For more information, see “Description of Capital Stock of Glatfelter — Anti-Takeover Statutes.”

These provisions are intended to protect Glatfelter shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with the Glatfelter Board and by providing the Glatfelter Board with more time to assess any acquisition proposal. These provisions are not intended to make Glatfelter immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that the Glatfelter Board determines is not in the best interests of Glatfelter. Accordingly, if the Glatfelter Board determines that a potential business combination transaction is not in the best interests of Glatfelter, but certain shareholders believe that such a transaction would be beneficial to Glatfelter, such shareholders may elect to sell their shares in Glatfelter and the market price of Glatfelter common stock could decrease.

These and other provisions of the Existing Glatfelter Charter, the Glatfelter Bylaws and the PBCL could have the effect of delaying, deferring or preventing a proxy contest, tender offer, merger or other change in control, which may have a material adverse effect on Glatfelter’s business, financial condition and results of operations.

The Glatfelter Bylaws designate the federal District Court for the Middle District of Pennsylvania as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by Glatfelter shareholders, which could discourage lawsuits against Glatfelter and its directors and officers.

The Glatfelter Bylaws provide that unless the Glatfelter Board adopts a resolution approving the selection of an alternative forum, the federal District Court for the Middle District of Pennsylvania, or if such federal court does not have jurisdiction, any other federal or state court located within the Commonwealth of Pennsylvania will be the exclusive forum for (1) any derivative action or proceeding brought on behalf of Glatfelter, (2) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of Glatfelter to Glatfelter, (3) any action asserting a claim against Glatfelter or any director or officer or other employee of Glatfelter arising pursuant to any provision of the PBCL, the Existing Glatfelter Charter, the Glatfelter Amended Charter or the Glatfelter Bylaws or (4) any action asserting a claim against Glatfelter or any director or officer or other employee of Glatfelter governed by the internal affairs doctrine.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. To the extent permitted by law, the exclusive forum clause in the Glatfelter Bylaws could apply to actions of the type described above that assert claims under U.S. federal securities laws, including the Securities Act and the Exchange Act. There is uncertainty as to whether a court would enforce the exclusive forum provision in the Glatfelter Bylaws in connection with any such claims. Glatfelter shareholders cannot waive, and will not be deemed to have waived, Glatfelter’s compliance with the federal securities laws and the rules and regulations thereunder.

The exclusive forum provision may limit the ability of shareholders to bring a claim in a judicial forum that such shareholders find favorable for disputes with Glatfelter or its directors or officers, which may discourage such lawsuits against Glatfelter or its directors or officers. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, Glatfelter may incur additional costs associated with resolving such matters in other jurisdictions or forums, which could materially adversely affect Glatfelter’s business, financial condition and results of operations.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements included in or incorporated by reference into this document that are not historical facts, including financial estimates and projections and statements as to the expected timing, completion and effects of the Transactions, including expected synergies, constitute “forward-looking statements” within the meaning of the federal securities laws and the rules, regulations and releases of the SEC. These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the Transactions, including future financial and operating results, Berry, Spinco or Glatfelter’s plans, objectives, expectations and intentions and other statements that are not historical facts. Forward-looking statements are based on the current beliefs and expectations of the management of Berry, Glatfelter and the HHNF Business and are subject to significant risks and uncertainties outside of their control. Words such as “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “aims,” “potential,” “will,” “would,” “could,” “considered,” “likely,” “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on future circumstances that may or may not occur. Actual results may differ materially from the current beliefs and expectations of the managements of Berry, Glatfelter and the HHNF Business depending on a number of factors affecting their businesses and risks associated with the successful execution of the Transactions and the integration and performance of Magnera following the Transactions. In evaluating these forward-looking statements, you should carefully consider the risks described herein and in other reports that Glatfelter and Spinco file with the SEC. See “Risk Factors” and “Where You Can Find More Information; Incorporation by Reference.” Factors which could have a material adverse effect on operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to:

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the risk that the Transactions may not be completed on the terms or timeline contemplated, or at all, for failure to satisfy the closing conditions;

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risks related to Glatfelter’s ability to complete the Transactions and Magnera’s ability to integrate, maintain and obtain the anticipated financial and other benefits, including synergies, from the Transactions on a timely basis or at all;

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the effects of the failure to achieve completion of the Transactions on Glatfelter’s, Berry’s and the HHNF Business’ operating results and businesses generally as well as the market price of Berry common stock and Glatfelter common stock;

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the fact that Glatfelter shareholders will have a significantly reduced ownership and voting interest in Glatfelter after the completion of the Transactions;

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provisions in the RMT Transaction Agreement discouraging other companies from trying to acquire Glatfelter;

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risks related to fact that the calculation of the Merger Consideration will not be adjusted to account for changes to the value of the HHNF Business or Glatfelter before the Transactions are completed;

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the effects of the pendency of the Transactions on Glatfelter’s stock price as well as the operations and financial condition of Glatfelter and the HHNF Business;

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risk that a future write-off could results in lower reported net income and a reduction of the HHNF Business’ net worth as goodwill and other intangibles represent a significant amount of the net worth of the HHNF Business;

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the effects on the business, financial conditions and results of operation of Glatfelter following the Transactions due to significant costs associated with the Transactions Glatfelter expects to incur;

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the potentially significant restrictions on Glatfelter and Magnera, which could limit their ability to undertake certain corporate actions (such as certain stock issuances or business combinations) or pursue or attract potential corporate opportunities that otherwise could be advantageous;

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the risk that the Spinco Distribution could result in significant tax liability for which Glatfelter may be obligated to indemnify Berry;

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the risk that the Transactions may not qualify for their intended tax and accounting treatment or meet expectations regarding the timing and completion of the accounting and tax treatment of the Transactions;

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the risk that Glatfelter’s directors and officers may have interests in completing the Transactions that are different from, or in addition to, those of Glatfelter’s shareholders;

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availability to Glatfelter and the HHNF Business of qualified labor and recruiting, motivating and retaining talent, including executives and employees;

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risks associated with Glatfelter acquiring the Spinco Assumed Liabilities and the assets of Spinco following the completion of the Transactions;

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the risk that the price of Glatfelter common stock could be adversely affected by the Spinco Distribution;

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the risk that the sales of Glatfelter common stock after the Transactions may negatively affect the market price of Glatfelter common stock;

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the inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, in accordance with GAAP and related standards, or on an adjusted or pro forma basis;

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the inherent uncertainties involved in the estimates and assumptions used in the preparation of financial projections;

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the effects of the completion of the Transactions on the ability of Magnera to successfully provide the same level of services to the HHNF Business;

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the effects of the failure of Magnera to negotiate terms that are as favorable as those Berry has received when Magnera replaces contracts after the completion of the Transactions;

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the risk that the integration of Glatfelter and the HHNF Business will be more difficult, time-consuming or costly than expected;

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risks related to customer, third-party and public attitudes regarding the announcement, pendency, completion or failure to achieve the completion of the Transactions;

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future levels of indebtedness, including significant indebtedness expected to be incurred in connection with the Transactions, future compliance with debt covenants, the degree to which Magnera will be leveraged following the completion of the Transactions and potential indemnification obligations under the RMT Transaction Agreement;

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the debt agreements following the completion of the Transactions will require Magnera to comply with specified financial covenants that could limit Magnera’s ability to take certain actions;

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future financial performance, including availability, terms and deployment of capital;

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the actual operating results of Glatfelter and the HHNF Business may differ from the projections if the estimates and assumptions used to prepare the projections are incorrect or inaccurate;

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the ability of Magnera to compete successfully;

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the outcome of any potential acquisitions or divestitures by Magnera;

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weather related events, acts of terrorism or other unexpected events could cause the catastrophic loss of a key manufacturing facility or otherwise negatively impact Glatfelter, the HHNF Business or Magnera;

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the availability to Magnera of qualified labor and recruiting, motivating and retaining talent, including executives and employees;

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the effects of the risk that the international operations of Glatfelter and the HHNF business pose to Magnera;

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the consequences of any potential changes in domestic and foreign laws and regulations;

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risks related to the potential impact of general economic, political and market factors, including raw material inflation or supply chain shortages, on Magnera;

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risks related to any legal proceedings that have been or may be instituted against Magnera;

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changes in taxes due to changes in tax laws or changes in the HHNF Business’ geographic mix of earnings;

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risks to Magnera’s financial condition and results of operations related to raw material inflation or the shortage of available materials;

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risks to Magnera’s financial condition and results of operations related to weather related events;

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threatened or actual cyberattacks and cybersecurity breaches;

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the regulatory environment of the industries in which Magnera operates;

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the ability of Glatfelter, the HHNF Business and Magnera to successfully protect their intellectual property rights;

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the provisions in Glatfelter’s organizational documents that may prevent or delay an acquisition of Glatfelter could decrease the market price of Glatfelter common stock;

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the forum selection provision in the Glatfelter Bylaws could discourage lawsuits against Glatfelter and its directors and officers; and

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other risks detailed from time to time in the respective filings of Glatfelter with the SEC, including Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.

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Unlisted factors, risks and uncertainties may present significant additional obstacles to the realization of forward-looking statements. The information contained herein speaks as of the date hereof, Glatfelter, Berry and Spinco expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

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INFORMATION ABOUT THE GLATFELTER SPECIAL MEETING

Date, Time and Place

The Glatfelter special meeting is scheduled to be held online via live audio webcast at www.virtualshareholdermeeting.com/GLT2024SM on October 23, 2024, at 8:00 a.m., Eastern Time. The Glatfelter special meeting will be held in a virtual meeting format only. There will not be a physical meeting location.

Purpose of the Glatfelter Special Meeting

At the Glatfelter special meeting, Glatfelter shareholders will be asked to consider and vote on the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal. See “— Share Issuance, Charter Amendment, Omnibus Plan, and “Golden Parachute” Compensation Proposals.”

Recommendation of the Glatfelter Board

The Glatfelter Board carefully evaluated the Merger and other transactions in consultation with Glatfelter management and Glatfelter’s advisors, and, on February 6, 2024, the Glatfelter Board approved the Transaction Documents and the Transactions contemplated thereby, including the Merger, the Share Issuance proposal and the Charter Amendment proposals, and determined that the Transaction Documents and the Transactions contemplated thereby are in the best interests of Glatfelter. All members of the Glatfelter Board were in attendance at the meeting, and the Glatfelter Board unanimously recommended that Glatfelter shareholders vote “FOR” the Share Issuance proposal and “FOR” the Charter Amendment proposals.

In addition, the Glatfelter Board unanimously recommends that Glatfelter shareholders vote “FOR” the Omnibus Plan proposal and “FOR” the “Golden Parachute” Compensation proposal.

THE GLATFELTER BOARD RECOMMENDS THAT YOU VOTE “FOR” THE SHARE ISSUANCE PROPOSAL, “FOR” THE CHARTER AMENDMENT PROPOSALS, “FOR” THE OMNIBUS PLAN PROPOSAL AND “FOR” THE “GOLDEN PARACHUTE” COMPENSATION PROPOSAL.

Glatfelter Record Date; Shareholders Entitled to Vote

The Glatfelter Board has fixed the close of business on September 3, 2024, as the record date for the Glatfelter special meeting. Only record holders of shares of Glatfelter common stock (also sometimes referred to as registered holders), as of the close of business on the Glatfelter record date are entitled to receive notice of the Glatfelter special meeting and to vote at the Glatfelter special meeting or any adjournment or postponement thereof.

As of the Glatfelter record date, there were 45,498,143 issued and outstanding shares of Glatfelter common stock. As of the Glatfelter record date, approximately 2.46% were held by Glatfelter’s directors and executive officers and their affiliates. Glatfelter currently expects that Glatfelter’s directors and executive officers and their affiliates will vote their shares of Glatfelter common stock in favor of the Share Issuance proposal and the Charter Amendment proposals. Additionally, Glatfelter currently expects that Glatfelter’s directors and executive officers and their affiliates will vote their shares of Glatfelter common stock in favor of the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal.

Quorum

A quorum is necessary to transact business at the Glatfelter special meeting. For the purposes of the Glatfelter special meeting, the presence, in person or by proxy, of the shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter will constitute a quorum for the purpose of considering such matter. Glatfelter shareholders present virtually during the Glatfelter

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special meeting will be considered present in person at the Glatfelter special meeting. If a quorum is not present, the Glatfelter special meeting will be adjourned to reconvene at such time and place as may be determined.

If you hold shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting through a bank, brokerage firm or other nominee, you may instruct your bank, brokerage firm or other nominee to vote your shares by following the instructions that the bank, brokerage firm or nominee provides to you. If you do not provide voting instructions to your brokerage firm pursuant to their directions, your shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting will not be voted.

Required Vote

Approval of each of the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and, on an advisory (non-binding) basis, the “Golden Parachute” Compensation proposal each requires the affirmative vote of a majority of the votes cast in person or by proxy at the Glatfelter special meeting by the holders of shares entitled to vote on such proposals.

Each shareholder of Glatfelter common stock entitled to vote shall be entitled to one vote for every such share standing in such shareholder’s name on the record date for the Glatfelter special meeting.

No Glatfelter shareholders have entered into agreements to vote in favor of the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal or, on an advisory (non-binding) basis, the “Golden Parachute” Compensation proposal. See “Questions and Answers — Questions and Answers about the Glatfelter Special Meeting — Are any Glatfelter shareholders already committed to vote in favor of any of the proposals to be considered and voted on at the Glatfelter special meeting?”

Failure to Vote and Abstentions

An abstention occurs when a holder of shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting attends the Glatfelter special meeting in person and does not vote or returns a proxy with an “abstain” vote. If you submit a proxy card on which you indicate that you abstain from voting, your abstention will not be recorded as a vote cast “FOR” or “AGAINST” the applicable proposal, and it will have no effect on the applicable proposal as it is not a vote cast.

If you are a holder of shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting and you do not attend the Glatfelter special meeting in person or return a proxy, or if you hold your shares in “street name” and you do not provide voting instructions to your brokerage firm, your shares will not be voted and will not be recorded as a vote cast. This will have no effect on the vote for the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal.

Under the rules applicable to broker-dealers, brokers, banks and other nominee record holders holding shares in “street name” have the authority to vote on routine proposals when they have not received instructions from beneficial owners. However, brokers, banks and other nominee record holders are precluded from exercising their voting discretion with respect to the approval of non-routine matters. As there are no routine matters that are subject to a vote at the Glatfelter special meeting, Glatfelter does not expect to receive any “broker non-votes” in connection with the Glatfelter special meeting.

Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the Glatfelter special meeting, please vote or otherwise submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Glatfelter special meeting. If your shares are held in the name of a bank, brokerage firm, nominee or other record holder, please follow the instructions on the voting instruction form furnished to you by such record holder.

Voting at the Glatfelter Special Meeting

To vote online at the Glatfelter special meeting, you will need the control number on your proxy card or voting instruction form. Instructions on how to attend and participate online at the Glatfelter special meeting are posted at www.virtualshareholdermeeting.com/GLT2024SM. If you are a Glatfelter shareholder

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as of the Glatfelter record date, you should enter your control number and follow the prompt to log in. You will not be allowed to record the Glatfelter special meeting.

Voting by Proxy

A proxy card is enclosed for your use. Glatfelter requests that you mark, sign and date the accompanying proxy and return it promptly in the enclosed postage-paid envelope. When the accompanying proxy is returned properly executed, the shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting represented by it will be voted at the Glatfelter special meeting or any adjournment or postponement thereof in accordance with the instructions contained in the proxy.

If a properly executed proxy is returned without an indication as to how the shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting represented are to be voted with regard to a particular proposal, the Glatfelter common stock represented by the proxy will have the effect of voting “FOR” the Share Issuance proposal, “FOR” the Charter Amendment proposals, “FOR” the Omnibus Plan proposal or “FOR” the “Golden Parachute” Compensation proposal, as applicable. If you are a beneficial owner, your bank, brokerage firm or other nominee will vote your shares on the proposals only if you return a properly executed proxy with an indication as to how the shares of Glatfelter common stock entitled to vote represented are to be voted regarding a particular proposal.

At the date hereof, Glatfelter management has no knowledge of any business that will be presented for consideration at the Glatfelter special meeting, and which would be required to be set forth in this document, or the related proxy card other than the matters set forth in the notice of the Glatfelter special meeting. Glatfelter’s bylaws do not provide for the submission of other business to this special meeting of shareholders, other than by the Glatfelter Board, and therefore, the business to be acted upon at the Glatfelter special meeting will be limited to the business set forth in this document or a supplement to this document. If any other matter is properly presented at the Glatfelter special meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.

YOUR VOTE IS IMPORTANT. ACCORDINGLY, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE GLATFELTER SPECIAL MEETING.

How Proxies Are Counted

All shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting and represented by properly executed proxies received in time for the Glatfelter special meeting will be voted at the Glatfelter special meeting in the manner specified by the Glatfelter shareholder giving those proxies. Properly executed proxies that do not contain voting instructions with respect to a particular proposal will be voting “FOR” the Share Issuance proposal, “FOR” the Charter Amendment proposals, “FOR” the Omnibus Plan proposal or “FOR” the “Golden Parachute” Compensation proposal, as applicable.

Shares Held in “Street Name”

If you hold shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting through a bank, brokerage firm or other nominee and wish to vote such shares of Glatfelter common stock at the Glatfelter special meeting (either in advance through your voting instruction form or through attendance in person (virtually) at the special meeting), you must follow the instructions provided by your bank, brokerage firm or nominee. Most brokerage firms offer the ability for Glatfelter shareholders to submit voting instructions by mail by completing a voting instruction form, by telephone and via the internet. If you do not provide voting instructions to your brokerage firm, your shares will not be voted. This will have no effect on the vote for the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal as these will not be votes cast.

Revocation of Proxies and Changes to a Glatfelter Shareholder’s Vote

If you are the holder of record of Glatfelter common stock entitled to vote at the Glatfelter special meeting, you may change your vote at any time before your proxy is voted at the Glatfelter special meeting. You may do this in one of four ways:

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sending a written notice to the Glatfelter Secretary (c/o Broadridge 51 Mercedes Way, Edgewood, NY 11717) that is received prior to the exercise of the proxy at the special meeting stating that the Glatfelter shareholder revokes its proxy;

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properly completing, signing and dating a new proxy card bearing a later date and properly submitting it so that it is received prior to the exercise of the proxy at the special meeting;

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by logging on to the internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case if you are eligible to do so and following the instructions on the proxy card; or

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by attending the Glatfelter special meeting and voting on the special meeting website during the Glatfelter special meeting.

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Your attendance at the Glatfelter special meeting alone will not revoke any proxy.

Written notices of revocation and other communications about revoking proxies should be addressed to:

Glatfelter Corporation
c/o Broadridge
51 Mercedes Way
Edgewood, NY 11717

If your shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting are held in “street name,” you should follow the instructions of your bank, brokerage firm or other nominee regarding the revocation of proxies.

Once voting on a particular matter is completed at the Glatfelter special meeting, a Glatfelter shareholder will not be able to revoke its proxy or change its vote as to that matter.

All shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting and represented by valid proxies that Glatfelter receives through this solicitation, and that are not revoked, will be voted in accordance with the instructions on the proxy card. If a Glatfelter shareholder makes no specifications on its proxy card as to how it wants its shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting voted before signing and returning it, such proxy will be voted “FOR” the Share Issuance proposal, “FOR” the Charter Amendment proposals, “FOR” the Omnibus Plan proposal or “FOR” the “Golden Parachute” Compensation proposal, as applicable.

Tabulation of Votes

The Glatfelter Board has appointed Broadridge Financial Solutions, Inc. (“Broadridge”) to serve as the inspector of election for the Glatfelter special meeting. The inspector of election will, among other matters, determine the number of shares of Glatfelter common stock entitled to vote at the Glatfelter special meeting represented at the Glatfelter special meeting to confirm the existence of a quorum for each proposal, determine the validity of all proxies and ballots and certify the results of voting on the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal submitted to the Glatfelter shareholders.

Solicitation of Proxies

Glatfelter will bear the entire cost of soliciting proxies from its shareholders. In addition to the solicitation of proxies by mail, Glatfelter will request that banks, brokerage firms and other holders of record send proxies and proxy material to the beneficial owners of Glatfelter common stock entitled to vote at the Glatfelter special meeting and secure their voting instructions, if necessary. Glatfelter will reimburse the record holders for their reasonable out-of-pocket expenses in taking those actions.

Glatfelter has also made arrangements with MacKenzie Partners, Inc. to assist in soliciting proxies and in communicating with Glatfelter shareholders and has agreed that it will pay them a fee of $16,000 plus certain fees and expenses for these services associated with the Glatfelter special meeting. Glatfelter will provide funds to MacKenzie Partners, Inc. for the payment of charges rendered by banks, brokerage firms or

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their agents for forwarding proxy materials to beneficial owners of Glatfelter common stock entitled to vote at the Glatfelter special meeting. If necessary, Glatfelter may also use several of its regular employees, who will not be specially compensated, to solicit proxies from Glatfelter shareholders, either personally or by telephone, the internet, facsimile or letter.

Householding

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual report with respect to two or more shareholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those shareholders. This procedure is called “householding” and is intended to save the cost of delivering multiple duplicate copies of proxy materials to the same address. Under this procedure, certain holders of record of shares of Glatfelter common stock who have the same address and last name will receive only one copy of this document and any additional proxy materials that are delivered until such time as one or more of these shareholders notifies Glatfelter that they want to receive separate copies.

Glatfelter will deliver promptly, upon written or oral request, a separate copy of this document and the proxy materials, as applicable, to a shareholder at a shared address to which a single copy of the documents was delivered. The shareholder should send a written request to Glatfelter Corporation, 4350 Congress Street, Suite 600, Charlotte, NC 28209, or call us at (717) 225 2746, if the shareholder (1) wishes to receive a separate copy of this document and the proxy materials for the special meeting, (2) wishes to receive separate copies of annual reports or proxy statements for future annual meetings of shareholders or (3) is sharing an address and wishes to request delivery of a single copy of annual reports or proxy statements if the shareholder is now receiving multiple copies of annual reports or proxy statements.

Adjournments

If a quorum is not present or represented with respect to a proposal, the Glatfelter special meeting may be adjourned from time to time solely by the chairperson of the meeting until a quorum is present. If a quorum is present at the Glatfelter special meeting but there are not sufficient votes at the time of the meeting to approve the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal or the “Golden Parachute” Compensation proposal, then the chair of the meeting may adjourn the meeting. If less than a quorum is present, the Glatfelter special meeting may be adjourned by the chairperson of the meeting or by the Glatfelter shareholders. No notices of an adjourned meeting need to be given if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, unless the Glatfelter Board fixes a new record date for the adjourned meeting, in which event the notice shall be given to each Glatfelter holder of record entitled to vote at the meeting. The Glatfelter special meeting may also be adjourned or postponed by the chairperson of the meeting by means allowed by Pennsylvania law, including by filings with the SEC.

At any subsequent reconvening of the Glatfelter special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the Glatfelter special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Glatfelter special meeting, please contact MacKenzie Partners, Inc., the proxy solicitation agent for Glatfelter, at 800-322-2885 or 212-929-5500 (toll-free).

Share Issuance, Charter Amendment, Omnibus Plan and “Golden Parachute” Compensation Proposals

As discussed throughout this document, Glatfelter is asking its shareholders to approve the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal.

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Proposal 1: Share Issuance Proposal

Pursuant to the terms of the RMT Transaction Agreement, the Transactions will not be completed unless Glatfelter shareholders approve the Share Issuance proposal and the Charter Amendment proposals. If any of these proposals are not approved by the holders of the requisite number of shares of Glatfelter common stock, then the Transactions will not occur. You should read carefully this document in its entirety, including the annexes, for more detailed information concerning the Transactions, the Transaction Documents and the Ancillary Agreements. In particular, you are directed to the RMT Transaction Agreement and the Separation Agreement, copies of which are attached as Annex A and Annex B, respectively, to this document and incorporated by reference herein.

At the effective time of the First Merger (called the First Effective Time), each share of Spinco common stock issued and outstanding as of the First Effective Time (subject to certain limited exceptions, such as treasury stock) will automatically convert into the right to receive a number of shares of Glatfelter common stock. Based on the number of shares of Spinco common stock expected, as of the Glatfelter record date, to be issued and outstanding as of the First Effective Time, Glatfelter expects to issue approximately 429,507,351 shares of Glatfelter common stock to Spinco stockholders, without giving effect to the reverse stock split of Glatfelter common stock. The actual number of shares of Glatfelter common stock to be issued pursuant to the First Merger will be determined at completion of the First Merger based on the Exchange Ratio as described in “The Transactions — Calculation of the Merger Consideration.” Immediately after the Merger, it is expected that holders of Spinco common stock as of immediately prior to the First Effective Time will collectively hold approximately 90% of the outstanding shares of Glatfelter common stock and holders of Glatfelter common stock as of immediately prior to the First Effective Time will collectively hold approximately 10% of the outstanding shares of Glatfelter common stock, in each case, excluding any overlaps in the pre-Merger Glatfelter shareholder and Berry stockholder bases.

This vote is separate and apart from the votes to approve the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal. Accordingly, you may vote to approve the Share Issuance proposal and vote not to approve the other proposals and vice versa. Because Glatfelter Shareholder Approval of the Share Issuance proposal is a condition to completion of the Merger under the RMT Transaction Agreement, if this proposal is not approved by Glatfelter shareholders, the Merger will not occur unless Glatfelter and Berry waive the applicable closing condition.

Approval of the Share Issuance proposal at the Glatfelter special meeting requires the affirmative vote of a majority of the votes cast in person or by proxy at the Glatfelter special meeting by the holders of shares entitled to vote on such proposal.

THE GLATFELTER BOARD RECOMMENDS THAT GLATFELTER SHAREHOLDERS VOTE “FOR” THE SHARE ISSUANCE PROPOSAL.

Proposal 2: Charter Amendment Proposals

Glatfelter is asking its shareholders to approve the Common Stock Authorization proposal and the Reverse Stock Split proposal as part of the Charter Amendment proposals. The full text of the form of the proposed Articles of Amendment to the Existing Glatfelter Charter (the “Charter Amendment”) is attached as Annex C to this document and is incorporated by reference herein. Pursuant to the terms of the RMT Transaction Agreement, the Transactions will not be completed unless Glatfelter shareholders approve the Share Issuance proposal and the Charter Amendment proposals. If any of these proposals are not approved by the holders of the requisite number of shares of Glatfelter common stock, then the Transactions will not occur. You should read carefully this document in its entirety, including the annexes, for more detailed information concerning the Transactions, the Transaction Documents and the Ancillary Agreements. In particular, you are directed to the RMT Transaction Agreement, the Separation Agreement and the form of Charter Amendment, copies of which are attached as Annex A, Annex B and Annex C, respectively, to this document and incorporated by reference herein.

Proposal 2A: Common Stock Authorization Proposal (Charter Amendment Proposals)

The Common Stock Authorization proposal asks Glatfelter shareholders to approve the amendment of the Existing Glatfelter Charter to increase the number of authorized shares of Glatfelter common stock from 120,000,000 shares to 240,000,000 shares.

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As of the date of this document, Glatfelter’s authorized capital stock consists of 120,000,000 shares of Glatfelter common stock and 40,000 shares of preferred stock. As of the Glatfelter record date, Glatfelter had 45,498,143 shares of Glatfelter common stock issued and outstanding, and zero shares of Glatfelter preferred stock issued and outstanding. At the First Effective Time, Glatfelter expects to issue approximately 429,507,351 shares of Glatfelter common stock to Spinco stockholders, without giving effect to the reverse stock split of Glatfelter common stock. The actual number of shares of Glatfelter common stock to be issued pursuant to the First Merger will be determined at completion of the First Merger based on the Exchange Ratio as described in “The Transactions — Calculation of the Merger Consideration.” The Common Stock Authorization proposal is intended to provide adequate authorized share capital to accommodate the issuance of shares of Glatfelter common stock pursuant to the Merger and to provide flexibility for future issuances of Glatfelter common stock, including pursuant to Glatfelter’s equity compensation plans and for other corporate purposes.

This vote is separate and apart from the votes to approve the Share Issuance proposal, the other Charter Amendment proposal (the Reverse Stock Split proposal), the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal. Accordingly, you may vote to approve the Common Stock Authorization proposal and vote not to approve the other proposals and vice versa. The Common Stock Authorization proposal is conditioned upon the approval and completion of the Reverse Stock Split proposal. If the Reverse Stock Split proposal is not approved, this proposal will have no effect even if approved by Glatfelter shareholders. Because Glatfelter Shareholder Approval of the Charter Amendment proposals is a condition to completion of the Merger under the RMT Transaction Agreement, if this proposal is not approved by Glatfelter shareholders, the Merger will not occur unless Glatfelter and Berry waive the applicable closing condition.

Approval of the Common Stock Authorization proposal at the Glatfelter special meeting requires the affirmative vote of a majority of the votes cast in person or by proxy at the Glatfelter special meeting by the holders of shares entitled to vote on such proposals.

THE GLATFELTER BOARD RECOMMENDS THAT GLATFELTER SHAREHOLDERS VOTE “FOR” THE COMMON STOCK AUTHORIZATION PROPOSAL.

Proposal 2B: Reverse Stock Split Proposal (Charter Amendment Proposals)

The Reverse Stock Split proposal asks Glatfelter shareholders to approve the amendment of the Existing Glatfelter Charter to effect a reverse stock split (also called a reclassification in the Charter Amendment) of Glatfelter common stock at a ratio ranging from any whole number between 1-for-3 and 1-for-15, as determined by the Glatfelter Board in its discretion.

Glatfelter is pursuing the reverse stock split (and the Charter Amendment) in connection with the Transactions as a condition to and preparation for effecting the First Merger. The purpose of the reverse stock split is to reduce the number of outstanding shares of Glatfelter common stock to enable the parties to the RMT Transaction Agreement to have adequate authorized but unissued shares available to effect the Exchange Ratio set forth in the RMT Transaction Agreement and to yield a number of outstanding shares of Glatfelter common stock after the consummation of the Transactions that is appropriate in the discretion of Glatfelter Board, including from the perspective of an appropriately increased price per share.

The implementation of a reverse stock split is intended to increase the trading price for Glatfelter common stock as a result of the reduction in the number of Glatfelter shares outstanding (which number will also be increased through the effect of the Transactions). The increased trading price of Magnera’s common stock that is expected as a result of the reverse stock split is intended to improve marketability and liquidity of Magnera’s common stock, which may facilitate trading in Magnera’s common stock.

For example, some investors may prefer to invest in stocks that trade at a per share price range higher than Glatfelter’s historical stock price, and certain institutional investors may be prohibited in their investment policies from purchasing stocks that trade below certain minimum price levels. Further, brokerage commissions paid by investors, as a percentage of a total transaction, tend to be higher for lower-priced stocks. Further, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide

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coverage of lower-priced stocks. An increased trading price for Magnera’s common stock as a result of the reverse stock split may help reduce these concerns following the Transactions.

The Glatfelter Board unanimously approved, and recommended seeking Glatfelter shareholder approval of, the reverse stock split. If this Reverse Stock Split proposal is approved by the Glatfelter shareholders, the Glatfelter Board will have the authority, in its sole discretion and without further action by the shareholders, to effect the reverse stock split at a ratio ranging from any whole number between 1- for-3 and 1-for-15, as determined by the Glatfelter Board in its discretion, on the terms set forth in the Charter Amendment.

In certain instances, the Glatfelter Board may not effect the reverse stock split. As set forth in the RMT Transaction Agreement, the Glatfelter Board may pursue alternative transaction structures that do not involve the reverse stock split if the IRS notifies Berry or any of its subsidiaries that the IRS will not issue the IRS Ruling or the Transactions will not qualify for the Intended Tax Treatment, or in the reasonable determination of the parties to the RMT Transaction Agreement, the IRS would not reasonably be expected to issue the IRS Ruling. The parties to the RMT Transaction Agreement then expect to negotiate in good faith to structure the Transactions in an alternative tax-free manner, subject to certain limitations. Berry has received the IRS Ruling from the IRS.

The number of authorized shares of Glatfelter common stock will not change as a result of the reverse stock split; however, the Charter Amendment separately increases the number of authorized shares of Glatfelter common stock and, by reducing the number of outstanding shares of Glatfelter common stock, the reverse stock split will also increase the number of shares of authorized but unissued shares of Glatfelter common stock, which will allow those shares to be utilized in the Transactions and for other future purposes. The issuance of additional shares of Glatfelter common stock in the future may have a dilutive effect on the ownership of existing shareholders. Regardless of the ratio at which the reverse stock split is effected, the market price of the common stock of Magnera after the Transactions will continue to be based, in part, on its performance and other factors unrelated to the number of shares outstanding.

The Charter Amendment, including the reverse stock split, is to be effected pursuant to the terms of the RMT Transaction Agreement on the date of Closing, prior to the First Effective Time (which is the effective time of the First Merger). Subject to the terms of the RMT Transaction Agreement, Glatfelter will cause the Charter Amendment to be executed, acknowledged and filed with the Secretary of State of the Commonwealth of Pennsylvania, as provided in the PBCL.

If the Glatfelter shareholders approve the reverse stock split and it is implemented by the Glatfelter Board, the holders of Glatfelter common stock will receive one new share of Glatfelter common stock in exchange for a number of existing shares of Glatfelter common stock, ranging from one new share for each three existing shares of Glatfelter common stock to one new share for each 15 existing shares of Glatfelter common stock, with the final ratio to be determined by the Glatfelter Board (or a committee of the Glatfelter Board), in its discretion. The par value of Glatfelter common stock would remain unchanged at $0.01 per share, if the reverse stock split is effected.

If the reverse stock split is approved and effected, Glatfelter intends to treat Glatfelter common stock held by Glatfelter shareholders in “street name,” through a bank, broker or other nominee, in the same manner as shareholders whose shares are registered in their own names. Banks, brokers or other nominees will be instructed to effect the reverse stock split for their customers holding Glatfelter common stock in “street name.” However, these banks, brokers or other nominees may have different procedures than registered shareholders for processing the reverse stock split. If you hold shares of Glatfelter common stock with a bank, broker or other nominee and have any questions in this regard, you are encouraged to contact your bank, broker or other nominee.

No fractional shares of Glatfelter common stock will be issued upon the reverse stock split. All fractional shares of Glatfelter common stock that a holder of shares of Glatfelter common stock would otherwise be entitled to receive as a result of the reverse stock split will be aggregated by the Exchange Agent. The Exchange Agent will cause the whole shares obtained thereby to be sold on behalf of such holders of shares of Glatfelter common stock that would otherwise be entitled to receive such fractional shares of Glatfelter common stock pursuant to the reverse stock split, in the open market at then-prevailing market

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prices, as promptly as reasonably practicable after the effective time of the reverse stock split. The Exchange Agent will make available the net proceeds thereof, after deducting any required withholding taxes and brokerage charges, commissions and transfer taxes, on a pro rata basis, without interest, as soon as practicable to the holders of Glatfelter common stock that would otherwise be entitled to receive such fractional shares of Glatfelter common stock pursuant to the reverse stock split.

Shareholders should be aware that, under the escheat laws of the various jurisdictions where shareholders may reside, where Glatfelter is domiciled, or where the funds will be deposited, sums due for fractional interests that are not timely claimed after the effective date of the reverse stock split may be required to be paid to the designated agent for each such jurisdiction, unless correspondence has been received by Glatfelter or the Exchange Agent concerning ownership of such funds within the time permitted in such jurisdiction. Thereafter, shareholders otherwise entitled to receive such funds will have to seek to obtain them directly from the state to which they were paid.

The reverse stock split is being effected in anticipation of and in connection with the Transactions, and no executive officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the reverse stock split that is not shared by all of the other Glatfelter shareholders. The outstanding Glatfelter equity-based awards, including those held by Glatfelter’s executive officers and non-employee directors, will be adjusted to give effect to the reverse stock split, both with respect to the exercise prices and number of shares, as applicable, in each case pursuant to the terms of the equity plan and award agreements applicable to such awards. The interest of Glatfelter’s directors and executive officers in the Transactions are discussed in “The Transactions — Interests of Glatfelter’s Directors and Executive Officers in the Transactions”.

Glatfelter reserves the right to abandon the reverse stock split without further action by Glatfelter shareholders at any time before the effectiveness of the filing with the Secretary of State of the Commonwealth of Pennsylvania of the Charter Amendment, even if the authority to effect the reverse stock split has been approved by Glatfelter shareholders at the Glatfelter special meeting. By voting in favor of the reverse stock split, you are also expressly authorizing the Glatfelter Board to delay, not to proceed with, or to abandon, the reverse stock split if it should so decide to do so, in its sole discretion. Glatfelter shareholders are not entitled to appraisal rights with respect to the reverse stock split.

See “Material U.S. Federal Income Tax Consequences” for a discussion of the anticipated tax effects of the reverse stock split.

This vote is separate and apart from the votes to approve the Share Issuance proposal, the Common Stock Authorization proposal, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal. Accordingly, you may vote to approve the Reverse Stock Split proposal and vote not to approve the other proposals and vice versa. The Reverse Stock Split proposal is not conditioned upon the approval and completion of the Common Stock Authorization proposal. If the Common Stock Authorization proposal is not approved, this proposal may still be approved, and the reverse stock split effected. Because Glatfelter Shareholder Approval of the Charter Amendment proposals is a condition to completion of the Merger under the RMT Transaction Agreement, if this proposal is not approved by Glatfelter shareholders, the Merger will not occur unless Glatfelter and Berry waive the applicable closing condition.

Approval of the Reverse Stock Split proposal at the Glatfelter special meeting requires the affirmative vote of a majority of the votes cast in person or by proxy at the Glatfelter special meeting by the holders of shares entitled to vote on such proposals.

THE GLATFELTER BOARD RECOMMENDS THAT GLATFELTER SHAREHOLDERS VOTE “FOR” THE REVERSE STOCK SPLIT PROPOSAL.

Proposal 3: Omnibus Plan Proposal

Background

Glatfelter is asking its shareholders to approve the Magnera Corporation 2024 Omnibus Incentive Plan (the “2024 Omnibus Plan”), which the Glatfelter Board adopted on August 20, 2024, subject to shareholder approval, upon the recommendation of the Glatfelter Compensation Committee. If approved by our

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shareholders, the 2024 Omnibus Plan will replace the Glatfelter Corporation 2022 Amended and Restated Long-Term Incentive Plan, which was originally effective as of April 27, 2005, and was last amended and restated as of May 5, 2023 (the “Prior Plan”). As detailed below, the 2024 Omnibus Plan will, among other things, allow the issuance of (a) 85,000,000 shares of Glatfelter common stock (for the avoidance of doubt, prior to any adjustment caused by the reverse stock split), plus (b) the number of shares of Glatfelter common stock that remain available for issuance under the Prior Plan immediately prior to the date of Glatfelter shareholder approval of the 2024 Omnibus Plan (the “Effective Date”) (approximately 340,053 shares as of June 30, 2024), plus the number of shares of Glatfelter common stock underlying any equity awards that are payable in shares previously granted pursuant to the terms of the Prior Plan as of the Effective Date that, on or after the Effective Date, are settled in cash, expire or are otherwise canceled, terminated, forfeited or surrendered without having been fully exercised, vested or satisfied, or repurchased, as applicable (collectively, the “Total Plan Reserve”). Upon the Effective Date, the Glatfelter Compensation Committee will cease granting awards under the Prior Plan; however, any awards outstanding under the Prior Plan as of that Effective Date will remain outstanding and will continue to be administered in accordance with the terms of the Prior Plan and applicable award agreements.

Wherever noted throughout this Omnibus Plan Proposal, the proposed share authorization is a request for 85,000,000 shares to be available for awards under the 2024 Omnibus Plan, subject to adjustment which shall include, for the avoidance of doubt, the reverse stock split.

Rationale for the 2024 Omnibus Incentive Plan

The purpose of the 2024 Omnibus Plan is to provide eligible individuals of Glatfelter and its affiliates with the opportunity to receive grants of incentive compensation awards as provided in the 2024 Omnibus Plan. We believe that the 2024 Omnibus Plan provides appropriate incentives for achieving long-range Glatfelter goals and aligning the financial interests of eligible individuals with those of Glatfelter’s other shareholders through compensation that is based on Glatfelter common stock, thereby enhancing the long-term financial interests of Glatfelter and its affiliates. To achieve this purpose, the 2024 Omnibus Plan will allow the flexibility to grant or award stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock awards, other stock-based awards and performance awards to eligible individuals, which we believe strengthens their commitment to our success and aligns their interests with those of our shareholders. No awards have been made under the 2024 Omnibus Plan.

If the Glatfelter shareholders approve the 2024 Omnibus Plan, the aggregate number of shares of our common stock available for issuance under the 2024 Omnibus Plan, subject to the adjustment provisions of the 2024 Omnibus Plan, shall not exceed the Total Plan Reserve. As of June 30, 2024, the closing price of Glatfelter common stock was $1.39 per share, and there were approximately 340,053 shares of Glatfelter common stock remaining available for issuance under the Prior Plan.

How was the increase in the number of shares available under the 2024 Omnibus Plan determined?

When deciding on the number of shares to be available for awards under the 2024 Omnibus Plan, the Glatfelter Board considered a number of factors, including the number of shares currently available under the 2024 Omnibus Plan, the number of shares needed to replace Berry equity-based awards that are outstanding as of the Closing Date with Glatfelter equity-based awards of equivalent value as required by the Employee Matters Agreement, the number of shares needed for future awards as a combined company following the Merger and reverse stock split, competitive compensation market data from relevant peer companies, the current and future accounting expenses associated with Glatfelter’s equity award practices and input from Glatfelter’s shareholders. We believe that a comprehensive equity incentive compensation program serves as a necessary and significant tool to attract and retain key employees, encourage participants to contribute materially to the growth of Glatfelter and its financial performance and align the long-term interests of the participants with those of our shareholders. Accordingly, it is important that an appropriate number of shares of stock be authorized for issuance under the 2024 Omnibus Plan.

If this Omnibus Plan Proposal is approved by the Glatfelter shareholders at the Glatfelter special meeting, the aggregate number of shares of our common stock available for issuance under the 2024 Omnibus Plan, subject to the adjustment provisions of the 2024 Omnibus Plan, shall not exceed the sum of

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the Total Plan Reserve, subject to adjustment described below in “— How can the number of shares available for issuance under the 2024 Omnibus Plan be adjusted in the event of a change in Company stock?”

As of June 30, 2024, Glatfelter’s capital structure included 45,397,132 outstanding shares of Glatfelter common stock. Upon completion of the First Merger, approximately 90% of the outstanding shares of Glatfelter common stock on a fully diluted basis are expected to be held by holders of Spinco common stock as of immediately prior to the First Merger and approximately 10% of the outstanding shares of Glatfelter common stock on a fully diluted basis are expected to be held by Glatfelter shareholders as of immediately prior to the First Merger. As of June 30, 2024, 340,053 shares remain available for grant of awards under the 2024 Omnibus Plan. The proposed share authorization is a request for 85,000,000 shares to be available for awards under the 2024 Omnibus Plan, subject to adjustment which shall include, for the avoidance of doubt, the reverse stock split.

Outstanding Glatfelter PSAs under the Prior Plan as of June 30, 2024, are measured at target and include dividend equivalents that are payable in shares of Glatfelter common stock. Glatfelter PSAs can be paid at 0% to 200% of target. As of June 30, 2024, there were 1,068,181 outstanding Glatfelter PSAs measured at target. For purposes of determining future awards, Glatfelter PSAs are calculated at maximum.

Expected Share Pool Duration

Based on Glatfelter’s expected equity award needs (including taking into account the Merger), along with the anticipated number of shares required to replace Berry equity-based awards that are outstanding as of the Closing Date with Glatfelter equity-based awards of equivalent value as required by the Employee Matters Agreement, Glatfelter expects that the authorized shares under the 2024 Omnibus Plan may be sufficient to provide grant equity awards for approximately 3 years, in amounts determined appropriate by the Glatfelter Compensation Committee. This is only an estimate, and circumstances could cause the share reserve to be used more quickly or more slowly. These circumstances include, but are not limited to, the future price of Glatfelter common stock, the mix of cash and equity awards provided as long-term incentive compensation, grant amounts provided by Glatfelter’s compensation peers, equity award forfeitures, payout of Glatfelter PSAs in excess of target in the event of superior performance, participation levels, hiring activity and promotions during the next few years.

Description of the 2024 Omnibus Plan

The following description of the 2024 Omnibus Plan is not intended to be complete and is qualified in its entirety by reference to the full text of the 2024 Omnibus Plan set forth in Annex E attached hereto. If the 2024 Omnibus Plan is approved by our shareholders at the Glatfelter special meeting, it will become immediately effective. If the Glatfelter shareholders do not approve the Omnibus Plan proposal, the Prior Plan will continue as currently in effect.

How many shares may be issued under the 2024 Omnibus Plan?

The 2024 Omnibus Plan authorizes the issuance of 85,000,000 shares of Glatfelter common stock, subject to adjustment as described below. In addition, any shares that remained available for awards under the Prior Plan as of the Effective Date and any shares subject to outstanding awards granted under the Prior Plan that are payable in shares and that are settled in cash, expire or are otherwise canceled, terminated, forfeited or surrendered without having been fully exercised, vested or satisfied, or repurchased, as applicable, on or after the Effective Date, subject to adjustment as described below, may be issued with respect to awards under the 2024 Omnibus Plan. The aggregate number of shares reserved for issuance under the 2024 Omnibus Plan as of the Effective Date, including the shares described above from the Prior Plan, is referred to as the “Total Plan Reserve.” Shares issued under the 2024 Omnibus Plan with respect to dividend equivalents that are credited on or after the Effective Date on outstanding awards granted under the Prior Plan, will count against the Total Plan Reserve. The Total Plan Reserve may be issued under the 2024 Omnibus Plan as incentive stock options that are intended to comply with the provisions of Section 422 of the Code (“ISOs”) granted on or after the Effective Date, subject to adjustment as described below. For the avoidance of doubt, the Total Plan Reserve will be automatically adjusted in accordance with the adjustment provisions described below in connection with the reverse stock split.

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How are shares counted against the Total Plan Reserve?

The 2024 Omnibus Plan provides that any shares covered by an award granted under the Prior Plan or the 2024 Omnibus Plan that terminates, expires, or is canceled, forfeited, surrendered, or an award that is otherwise settled without the delivery of the full number of shares underlying the award or is settled in cash, will, to the extent of any such termination, expiration, cancellation, forfeiture, surrender or payment in cash, again be available for issuance under the 2024 Omnibus Plan. Shares withheld or surrendered for taxes payable on any award or for payment of the exercise price of an option shall be available for re-issuance under the 2024 Omnibus Plan. The full number of shares subject to a stock appreciation right (“SAR”) settled in stock will be counted against the Total Plan Reserve. If shares are repurchased by Glatfelter on the open market with the proceeds of the exercise price of options, the shares will not again be available for issuance under the 2024 Omnibus Plan.

Outstanding equity grants with respect to stock of an acquired company may be assumed or replaced by awards under the 2024 Omnibus Plan, and such substitute awards will not reduce the 2024 Omnibus Plan’s Total Plan Reserve, consistent with applicable stock exchange rules.

Who administers the 2024 Omnibus Plan?

The 2024 Omnibus Plan will be administered by the Glatfelter Compensation Committee, or any successor committee thereto, or the Board, or such other committee of the Glatfelter Board as is appointed or designated by the Glatfelter Board to administer the 2024 Omnibus Plan. All acts and authority of the Glatfelter Compensation Committee under the 2024 Omnibus Plan are subject to the provisions of applicable law, stock exchange rule and such other authority as may be delegated to the Glatfelter Compensation Committee by the Glatfelter Board. Awards to non-employee directors shall be administered by the Glatfelter Compensation Committee consistent with a Glatfelter Board-approved compensation program.

The Glatfelter Compensation Committee has exclusive power to: (a) make awards; (b) determine eligibility for participation in the 2024 Omnibus Plan and decide all questions concerning eligibility for and the amount of awards under the 2024 Omnibus Plan; (c) determine when and to which eligible individual awards will be granted; (d) determine the types of awards and the number of shares covered by the awards; (e) establish the terms, conditions, performance goals, restrictions, exercise price, time or times when awards may be exercised or vested, any vesting acceleration or waiver of forfeiture restrictions and other provisions of such awards; and (f) subject to the terms of the 2024 Omnibus Plan and applicable law or stock exchange rule, to cancel, suspend or amend existing awards. The Glatfelter Compensation Committee also has the authority, at its discretion, to: (i) waive any restriction, and accelerate vesting and exercisability, as applicable, of any award; (ii) determine the terms and provisions of any award agreement (not inconsistent with the 2024 Omnibus Plan) and approve forms of award agreements for use under the 2024 Omnibus Plan; (iii) establish terms and conditions of awards as the Glatfelter Compensation Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the U.S.; (iv) subject to the Glatfelter Compensation Committee’s amendment authority described below, determine whether, to what extent, and under what circumstances awards may be settled, paid or exercised in cash, shares or other awards or other property, or canceled, forfeited or suspended; (v) interpret the 2024 Omnibus Plan and any award or award agreement made under the 2024 Omnibus Plan; (vi) establish, amend, waive and rescind any rules and regulations relating to the administration of the 2024 Omnibus Plan, including rules and regulations relating to sub-plans established for the purposes of satisfying applicable laws or for qualifying for favorable tax treatment under laws in jurisdictions outside of the U.S.; (vii) cancel, suspend or amend the terms and provisions of any award agreement (not inconsistent with the 2024 Omnibus Plan); and (viii) make all other determinations necessary or advisable for the administration of the 2024 Omnibus Plan.

Except to the extent prohibited by applicable law or stock exchange rule, the Glatfelter Compensation Committee may delegate all or any portion of its responsibilities to any person(s) selected by it, but the Glatfelter Compensation Committee cannot delegate such authority with respect to any participant who is subject to the reporting requirements of Section 16(a) of the Exchange Act.

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Who is eligible for awards under the 2024 Omnibus Plan?

Employees, officers, non-employee directors and consultants of Glatfelter or any subsidiary or affiliate of Glatfelter are eligible to participate in the 2024 Omnibus Plan, as determined by the Glatfelter Compensation Committee. Holders of equity-based awards issued by a company acquired by Glatfelter or with which Glatfelter combines are also eligible to receive awards under the 2024 Omnibus Plan, in substitution for awards granted by that company. As of June 30, 2024, approximately 3,100 individuals are eligible to participate in the 2024 Omnibus Plan (as if the 2024 Omnibus Plan were in effect on such date), including approximately 2,906 employees, five executive officers (including our Chief Executive Officer, who is an employee director), six non-employee directors and approximately 150 consultants of Glatfelter and its subsidiaries and affiliates.

What are the limitations on awards that may be made to any non-employee director under the 2024 Omnibus Plan?

The maximum grant date value of shares subject to awards granted to any non-employee director, plus any cash fees paid to the non-employee director, during any calendar year shall not exceed $750,000 in total value per non-employee director under the 2024 Omnibus Plan. For purposes of this limit, the value of such awards shall be calculated based on the grant date fair value of such awards for financial reporting purposes.

What is the term of the 2024 Omnibus Plan?

No award will be granted under the 2024 Omnibus Plan after the 10th anniversary of the Effective Date. The expiration of the 2024 Omnibus Plan shall not impair the Glatfelter Compensation Committee’s authority with respect to outstanding awards and the authority of the Glatfelter Compensation Committee to administer the 2024 Omnibus Plan and to amend, alter, adjust, suspend, discontinue or terminate any such award, or to waive any conditions or rights under any such award, and the authority of the Glatfelter Board to amend the 2024 Omnibus Plan, shall extend beyond such date.

What types of awards are available under the 2024 Omnibus Plan?

Options.   The Glatfelter Compensation Committee is authorized to grant ISOs and non-qualified stock options (collectively, “options”) to participants under the 2024 Omnibus Plan. The terms and conditions of each option granted will be determined by the Glatfelter Compensation Committee and set forth in the applicable award agreement.

The term of an option may not exceed 10 years from the date of grant. The exercise price of an option may not be less than the fair market value of the underlying shares on the date of grant, except for outstanding equity grants with respect to stock of an acquired company that are assumed or replaced by awards under the 2024 Omnibus Plan; provided, however, in the case of an ISO granted to an employee, who, at the time of grant, owns more than 10% of the voting power of all classes of stock of Glatfelter or any affiliate, the exercise price may not be less than 100% of the fair market value of the underlying shares on the date of grant. As long as Glatfelter’s shares are traded on an established stock exchange, the fair market value will be the closing price for the shares as quoted on such exchange on the date of grant. The terms of any ISO granted under the 2024 Omnibus Plan must comply in all respects with the provisions of Section 422 of the Code.

Subject to the terms of the 2024 Omnibus Plan and the related award agreement, any option may be exercised at any time during the period specified by the Glatfelter Compensation Committee. Unless the Glatfelter Compensation Committee determines otherwise, if a vested option would terminate at a time when trading in Company stock is prohibited by law or by Glatfelter’s insider trading policy, the vested option may be exercised until the 30th day after expiration of such prohibition (but not beyond the end of the term of the option).

The Glatfelter Compensation Committee has the discretion to determine the method of exercise of options, which may include paying the exercise price: (a) in cash or check; (b) in other shares; (c) by consideration received by Glatfelter under a broker-assisted (or other) cashless exercise program; (d) by “net

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exercise,” which is the surrender of shares for which the option is exercisable to Glatfelter in exchange for shares equal to the amount by which the then fair market value of the shares subject to the option exceeds the exercise; (e) by such other method as the Glatfelter Compensation Committee may approve; or (f) by any combination of the foregoing methods of payment.

SARs.   The Glatfelter Compensation Committee is authorized to grant SARs to participants under the 2024 Omnibus Plan. The terms and conditions of each SAR granted will be determined by the Glatfelter Compensation Committee and set forth in the applicable award agreement. The term of a SAR may not exceed 10 years from the date of grant. The exercise price of a SAR may not be less than the fair market value of the underlying shares on the date of grant, except for outstanding equity grants with respect to stock of an acquired company that are assumed or replaced by awards under the 2024 Omnibus Plan. As long as Glatfelter’s shares are traded on an established stock exchange, the fair market value will be the closing price for the shares as quoted on such exchange on the date of grant.

Subject to the terms of the 2024 Omnibus Plan and the related award agreement, a SAR may be exercised at any time during the period specified by the Glatfelter Compensation Committee. Unless the Glatfelter Compensation Committee determines otherwise, if a vested SAR would terminate at a time when trading in Company stock is prohibited by law or by Glatfelter’s insider trading policy, the vested SAR may be exercised until the 30th day after expiration of such prohibition (but not beyond the end of the term of the SAR). Upon the exercise of a SAR, a participant will be entitled to receive payment from Glatfelter in an amount determined by multiplying: (a) the difference between the fair market value of a share on the date of exercise over the exercise price; times (b) the number of shares with respect to which the SAR is exercised.

Restricted Stock and Restricted Stock Unit Awards.   The Glatfelter Compensation Committee may grant restricted stock or restricted stock units (“RSUs”) to participants under the 2024 Omnibus Plan. The terms and conditions of each such award will be established by the Glatfelter Compensation Committee and set forth in an associated award agreement. The Glatfelter Compensation Committee has the discretion to impose restrictions, including limitations on the right to vote shares underlying restricted stock awards, which restrictions may lapse separately or in combination at such times as the Glatfelter Compensation Committee may deem appropriate. Restricted stock or RSUs will be evidenced by an agreement or in such other manner as the Glatfelter Compensation Committee may determine appropriate, including book-entry registration or issuance of stock certificates. Any stock certificate issued in respect of shares underlying a restricted stock award will be registered in the name of the participant and bear an appropriate legend.

Stock Awards and Other Stock-Based Awards.   The Glatfelter Compensation Committee is authorized to grant stock awards to participants under the 2024 Omnibus Plan. Stock awards may be granted by the Glatfelter Compensation Committee in lieu of any cash compensation or fees for services to Glatfelter as the Glatfelter Compensation Committee, in its discretion, determines or authorizes. Stock awards will be evidenced by an agreement or in such other manner as the Glatfelter Compensation Committee may determine appropriate, including book-entry registration or issuance of stock certificates. Any stock certificate issued in respect of shares underlying a stock award will be registered in the name of the participant.

Subject to the terms of the 2024 Omnibus Plan, the Glatfelter Compensation Committee may grant to participants such other awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of the Glatfelter common stock as are deemed by the Glatfelter Compensation Committee to be consistent with the purposes of the 2024 Omnibus Plan. The Glatfelter Compensation Committee will determine the terms and conditions of such awards and set forth such terms and conditions in an award agreement.

Performance Awards.   The Glatfelter Compensation Committee may grant performance awards to participants under the 2024 Omnibus Plan. Performance awards may be restricted stock, RSUs, stock awards or other stock-based awards, and may be denominated in cash or shares. The terms and conditions of each such award will be fixed by the Glatfelter Compensation Committee and may include performance goals determined by the Glatfelter Compensation Committee.

The performance goals will be established by the Glatfelter Compensation Committee based on one or more of the following criteria, or derivations of such criteria, or such other criteria as may be determined

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by the Glatfelter Compensation Committee: stock price, earnings per share, price-earnings multiples, stock price to book value multiple, net earnings, operating earnings, operating pre-tax earnings, revenue or revenue growth, productivity, margin, EBITDA, net capital employed, return on assets, return on equity, return on capital employed, growth in assets, unit volume, sales, cash flow, losses incurred, losses paid, loss ratio (including as may be measured and reported over a specified period), paid loss ratio, gains to losses on sales of assets or investments, market share, market value added, capital management, margin growth, contribution margin, labor margin, EBITDA margin, shareholder return, operating profit or improvements in operating profit, improvements in asset or financial measures (including working capital and the ratio of revenues to working capital), human capital, environmental, social and governance issues, diversity, equity and inclusion issues, credit quality, risk/credit characteristics (including FICO, debt to income, or loan to value), early default experience, expense management and expense ratios, pre-tax earnings or variations of income criteria in varying time periods, economic value added, book value, book value per share, book value growth or comparisons with other peer companies or industry groups or classifications with regard to one or more of these criteria, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, customer growth, employee retention rates, customer retention rates, customer attraction rates, geographic business expansion goals, cost targets or goals relating to acquisitions or divestitures. The performance goals may be applied to either Glatfelter as a whole or to a business unit or subsidiary entity thereof, either individually, alternatively or in any combination, and may be measured over a period of time, including any portion of a year, annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Glatfelter Compensation Committee.

The Glatfelter Compensation Committee may determine that adjustments will apply with respect to the determination of achievement of the performance goals, to exclude the effect of any events that occur during a performance period, including the impairment of tangible or intangible assets; litigation or claim judgments or settlements; the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; mergers and acquisitions; accruals for reorganization and restructuring programs, including reductions in force and early retirement incentives; currency fluctuations; and any unusual, infrequent or non-recurring items described in management’s discussion and analysis of financial condition and results of operations or the financial statements and notes to the financial statements appearing in Glatfelter’s annual report to shareholders for the applicable year.

The Glatfelter Compensation Committee may, in its discretion, establish such additional restrictions or conditions that must be satisfied as a condition precedent to the payment of all or a portion of any performance award. Such additional restrictions or conditions need not be performance-based and may include, among other things, the receipt by a participant of a specified annual performance rating, the continued employment by the participant, and/or the achievement of specified performance goals by Glatfelter, business unit or participant. The Glatfelter Compensation Committee may also reduce or increase the amount of any performance award if it concludes that such reduction or increase is necessary or appropriate based on: (a) an evaluation of such participant’s performance; (b) comparisons with compensation received by other similarly situated individuals working within Glatfelter’s industry; (c) Glatfelter’s financial results and conditions; or (d) such other factors or conditions that the Glatfelter Compensation Committee deems relevant. In addition to establishing minimum performance goals below which no compensation will be payable pursuant to a performance award, the Glatfelter Compensation Committee may create a performance schedule under which an amount less than or more than the target award may be paid so long as the performance goals have been achieved. Performance awards shall be transferred or paid to the participant as determined by the Glatfelter Compensation Committee in the applicable award agreement.

Dividend Rights and Dividend Equivalents.   The Glatfelter Compensation Committee may grant dividend rights and dividend equivalents in connection with awards (other than options or SARs) under such terms and conditions as the Glatfelter Compensation Committee deems appropriate. Dividend rights and dividend equivalents shall be subject to the same vesting conditions, including the attainment of performance goals, as the underlying award. Notwithstanding anything to the contrary in the 2024 Omnibus Plan, dividends and dividend equivalents shall vest and be paid only if and to the extent the underlying awards vest and are paid. In the event of forfeiture, all rights to such an award, including any dividends and dividend equivalents that may have been accrued and withheld, shall terminate without further action or obligation on the part of Glatfelter. Dividend rights and dividend equivalents may be deferred, consistent

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with Section 409A of the Code, as determined by the Glatfelter Compensation Committee. Dividend rights and dividend equivalents may be accrued as a cash obligation, or may be converted to RSUs for the participant, as determined by the Glatfelter Compensation Committee. Unless otherwise specified in the award agreement, deferred dividend rights and dividend equivalents will not accrue interest. Dividend rights and dividend equivalents may be payable in cash or shares or in a combination of the two, as determined by the Glatfelter Compensation Committee in the award agreement.

How can the number of shares available for issuance under the 2024 Omnibus Plan be adjusted in the event of a change in Glatfelter common stock?

In the event that the Glatfelter Compensation Committee determines any dividend or other distribution (whether in the form of cash, stock, other securities or other property), recapitalization, extraordinary cash dividend, stock split, reverse stock split, reorganization, reclassification, merger, consolidation, split-up, spin-off, combination, separation, rights offering, repurchase or exchange of stock or other securities of Glatfelter, issuance of warrants or other rights to purchase stock or other securities of Glatfelter or other similar corporate transaction or event constitutes an equity restructuring transaction for applicable financial accounting purposes, or otherwise affects the stock of Glatfelter (including, but not limited to changes in applicable laws, regulations or accounting principles), then the Glatfelter Compensation Committee will adjust the following in a manner that is determined by the Glatfelter Compensation Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2024 Omnibus Plan:

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The number and type of shares of stock (or other securities or property) which thereafter may be delivered under the 2024 Omnibus Plan and/or made the subject of awards.

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The number and type of shares of stock (or other securities or property) subject to outstanding awards, including whether to make provision for a cash payment to the holder of an outstanding award for any fractional shares.

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The grant, purchase or exercise price of any award.

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Other value determinations and terms applicable to outstanding awards, including performance goals, consistent with the terms of the 2024 Omnibus Plan.

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For the avoidance of doubt, the Total Plan Reserve will be automatically adjusted upon the reverse stock split.

Are awards transferable?

Except as the Glatfelter Compensation Committee may otherwise determine, no award and no right under any award shall be assignable, alienable, saleable or transferable by a participant otherwise than by will or by the laws of descent and distribution; provided, however, that, a participant may designate a beneficiary to exercise the rights of the participant, and to receive any property distributable, with respect to any award upon the death or disability of the participant.

Are awards subject to clawback or other policies of the Glatfelter Board?

All awards made under the 2024 Omnibus Plan will be subject to any applicable insider trading policies, policies prohibiting pledging or hedging of shares, and other policies that may be implemented by the Glatfelter Board from time to time.

All awards under the 2024 Omnibus Plan shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (a) Glatfelter’s Dodd-Frank compensation recoupment policy and any other clawback, forfeiture or other similar policy adopted by the Glatfelter Board or the Glatfelter Compensation Committee and as in effect from time to time, and (b) applicable law or stock exchange listing rule. The Glatfelter Compensation Committee may, to the extent permitted by Glatfelter’s clawback policy, applicable laws, stock exchange rules or by any applicable policy or arrangement, and shall, to the extent required, cancel or require repayment of any Awards granted to a participant or any shares issued or cash received upon vesting, exercise or settlement of any such awards or sale of shares underlying such awards. In addition, the Glatfelter Compensation Committee may impose such other clawback, recovery

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or recoupment provisions in an award agreement as the Glatfelter Compensation Committee determines necessary or appropriate, including but not limited to a reacquisition right regarding previously acquired shares or other cash or property.

If Glatfelter is required to prepare an accounting restatement due to the material noncompliance of Glatfelter, as a result of misconduct, with any financial reporting requirement under securities laws, any participant who (a) knowingly or through gross negligence engaged in the misconduct or who knowingly or through gross negligence failed to prevent the misconduct, and (b) is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, must reimburse Glatfelter the amount of any payment in settlement of an Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement.

What is a change in control?

A “change in control” of Glatfelter means:

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The acquisition, directly or indirectly, other than from Glatfelter, by any person, entity or group (excluding, for this purpose, Glatfelter, its subsidiaries, and any employee benefit plan of Glatfelter or its subsidiaries) (a “third party”) of beneficial ownership of 20% or more of the combined voting power of Glatfelter’s then outstanding voting securities entitled to vote generally in the election of directors.

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Individuals who, as of the Effective Date, constitute the Board (the “incumbent directors”) cease in any 12-month period to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the Effective Date whose election, or nomination for election by Glatfelter’s shareholders, was approved by a vote of at least a majority of the incumbent directors who are directors at the time of such vote shall be, for purposes of the Amended Plan, an incumbent director. However, the term “incumbent director” shall exclude any such person whose initial election as a member of the Board occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a third party other than the Board.

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Consummation of (a) a reorganization, merger or consolidation, in each case, with respect to which persons who were the shareholders of Glatfelter immediately prior to such reorganization, merger or consolidation (other than the surviving entity) do not, immediately thereafter, beneficially own more than 50% of the combined voting power of the reorganized, merged or consolidated company’s then outstanding voting securities entitled to vote generally in the election of directors; or (b) a liquidation or dissolution of Glatfelter or the sale of all or substantially all of the assets of Glatfelter (whether such assets are held directly or indirectly) to a third party.

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What are the consequences of a change in control?

Unless otherwise set forth in an award agreement, if a change in control occurs and the successor or purchaser in the change in control has assumed Glatfelter’s obligations with respect to participants’ awards or provided a substitute award, and the participant incurs an involuntary separation from service by Glatfelter or its affiliates or successors other than for cause: (a) all outstanding options and SARs shall immediately vest and become fully exercisable; (b) any restrictions and conditions on outstanding stock awards and restricted stock shall immediately lapse; and (c) awards of RSUs, other stock-based awards or performance awards shall immediately vest and become payable. In that event, awards that are based on performance goals shall vest and be payable as determined by the Glatfelter Compensation Committee in the award agreement.

Unless otherwise set forth in an award agreement, if a change in control occurs and the successor or purchaser in the change in control does not assume Glatfelter’s obligations with respect to participants’ awards or provided a substitute award, as of the time immediately prior to the change in control: (a) all outstanding options and SARs shall immediately vest and become exercisable; (b) any restrictions on stock awards and restricted stock shall immediately lapse; and (c) RSUs, other stock-based awards or performance awards shall immediately vest and become payable as of the date of the change in control. In that event,

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awards that are subject to Performance Goals shall vest and be payable based on (x) the greater of target or actual performance through the date of the Separation from Service, as determined by the Committee, for any performance period that has not been completed as of the date of the Separation from Service, and (y) at the amount earned based on performance for any previously completed performance period. Notwithstanding the foregoing, the Glatfelter Compensation Committee may establish such other terms and conditions relating to the effect of a change in control on awards as the Glatfelter Compensation Committee deems appropriate. In addition to other actions, in the event of a change in control, the Glatfelter Compensation Committee may take any one or more of the following actions with respect to any or all outstanding awards, without participant consent: (i) determine that outstanding awards shall be assumed by, or replaced with, awards that have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation); (ii) determine that outstanding options and SARs shall automatically accelerate and become fully exercisable, and the restrictions and conditions on outstanding restricted stock, RSUs, stock awards, other stock-based awards and performance awards shall immediately lapse prior to the change in control or in the event of the participant’s separation from service in connection with, upon or within a specified time before or after the change in control; (iii) determine that the performance period applicable to the award will lapse in full or in part and/or that the performance goals shall be deemed satisfied at target, maximum or any other level; (iv) determine that participants shall receive a payment in settlement of outstanding awards of restricted stock, RSUs, other stock-based awards or performance awards, in an amount and form determined by the Glatfelter Compensation Committee; (v) require that participants surrender their outstanding options and SARs in exchange for a payment by Glatfelter, in cash or shares as determined by the Glatfelter Compensation Committee, in an amount equal to the amount, if any, by which the then fair market value of the shares subject to the participant’s unexercised options and SARs exceeds the exercise price; and (vi) after giving participants an opportunity to exercise all of their outstanding options and SARs, terminate any or all unexercised options and SARs at such time as the Glatfelter Compensation Committee deems appropriate. Such surrender, termination or payment shall take place as of the date of the change in control or such other date as the Glatfelter Compensation Committee may specify. Without limiting the foregoing, if the per share fair market value of the shares does not exceed the per share exercise price, Glatfelter shall not be required to make any payment to the participant upon surrender of the option or SAR. Any acceleration, surrender, termination, settlement or conversion shall take place as of the date of the change in control or such other date as the Glatfelter Compensation Committee may specify.

How can the 2024 Omnibus Plan be amended, modified or terminated?

Except to the extent prohibited by applicable law or stock exchange rule and unless otherwise expressly provided in an award agreement or in the 2024 Omnibus Plan, the Glatfelter Board may amend, suspend, discontinue or terminate the 2024 Omnibus Plan or any portion thereof at any time, provided that no such amendment, alteration, suspension, discontinuation or termination will be made without: (a) shareholder approval, if such approval is necessary to comply with tax, legal, securities exchange or other regulatory requirements; or (b) the consent of the affected participant, if such action would adversely affect any material rights of such participant under any outstanding award.

Except in connection with a corporate transaction involving Glatfelter, Glatfelter may not, without shareholder approval (a) amend the terms of outstanding options or SARs to reduce the exercise price of such outstanding options or SARs, (b) cancel outstanding options or SARs in exchange for options or SARs with an exercise price that is less than the exercise price of the original options or SARs or (c) cancel outstanding options or SARs with an exercise price above the current stock price in exchange for cash or other securities.

The Glatfelter Compensation Committee may at any time modify, amend or terminate any or all of the provisions of the 2024 Omnibus Plan to the extent necessary: (a) to conform the provisions of the 2024 Omnibus Plan with Section 409A of the Code; and (b) to enable the 2024 Omnibus Plan to achieve its stated purposes in any jurisdiction outside the U.S. in a tax-efficient manner and in compliance with local rules and regulations.

The Glatfelter Compensation Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any award, prospectively or retroactively, without the consent of the participant, consistent with the terms of the 2024 Omnibus Plan; provided, that no such

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action will impair any material rights of a participant granted an award under the 2024 Omnibus Plan. The Glatfelter Compensation Committee is also authorized to make adjustments in terms and conditions of, and the criteria included in, awards in recognition of unusual or nonrecurring events whenever the Glatfelter Compensation Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the intended benefits.

What are the federal income tax consequences of awards granted under the 2024 Omnibus Plan?

The following brief description, which is based on existing law, summarizes the U.S. federal income tax consequences of the grant of awards under the 2024 Omnibus Plan. This description may differ from the actual tax consequences incurred by any individual recipient of an award. Moreover, existing law is subject to change, which may affect the federal income tax consequences described below. The following summary of the federal income tax consequences in respect of the 2024 Omnibus Plan is for general information only.

Because the tax consequences to any interested party may depend on his or her particular situation, each interested party should consult his or her tax advisor as to the federal, state, local, foreign and other tax consequences of the grant or exercise of an award or the disposition of shares acquired as a result of any award.

Non-Qualified Stock Options.   A non-qualified stock option results in no taxable income to the optionee or deduction to Glatfelter at the time it is granted. An optionee exercising such an option will generally realize taxable compensation at the date of exercise in the amount of the difference between the option price and the then market value of the shares, and income tax withholding requirements apply upon exercise. A deduction for federal income tax purposes will generally be allowable to Glatfelter in the year of exercise in an amount equal to the taxable compensation realized by the optionee. The optionee’s tax basis in the option shares is equal to the option price paid for such shares plus the amount includable in income upon exercise. At sale, appreciation (or depreciation) after the date of exercise is treated as either short-term or long-term capital gain (or loss) depending upon how long the shares have been held.

Incentive Stock Options.   An optionee is not taxed at the time an incentive stock option is granted. The tax consequences upon exercise and later disposition of the underlying stock generally depend upon whether the optionee was an employee of Glatfelter or a subsidiary at all times from the date of grant until three months preceding exercise (one year in the case of disability) and on whether the optionee holds the shares for more than one year after exercise and two years after the date of grant of the stock option.

If the optionee satisfies both the employment rule and the holding rule for income tax purposes, the optionee will not recognize income upon exercise of the stock option and Glatfelter will not be allowed an income tax deduction at any time. The difference between the option exercise price and the amount realized upon disposition of the shares by the optionee will constitute a long-term capital gain or a long-term capital loss, as the case may be.

If the optionee meets the employment rule but fails to observe the holding rule (a “disqualifying disposition”), the optionee generally recognizes as ordinary income, in the year of the disqualifying disposition, the excess of the fair market value of the shares at the date of exercise over the option exercise price. Any excess of the sale price over the fair market value at the date of exercise will be recognized by the optionee as capital gain (long-term or short-term depending on the length of time the stock was held after the stock option was exercised). If the sale price is less than the fair market value on the date of exercise, then the ordinary income recognized by the optionee is generally limited to the excess of the sale price over the option exercise price. In both situations, the tax deduction allowable to Glatfelter is limited to the ordinary income recognized by the optionee. Under current IRS guidelines, Glatfelter is not required to withhold any federal income tax in the event of a disqualifying disposition. Different consequences may apply for an optionee subject to the alternative minimum tax.

Restricted Stock.   Upon the grant of restricted stock, a participant will not recognize taxable income and Glatfelter will not be allowed a tax deduction. Rather, on the date when the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the shares on that date (less the price paid, if any, for such shares). Alternatively, a participant may file with the IRS a “section 83(b) election” no later than 30 days after the date of grant of restricted stock, as a result of which participant will recognize taxable ordinary income at the time of the grant, generally in an amount equal to the fair

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market value of the shares on the date of grant, less any amount paid for the shares. The amount recognized by the participant is subject to income tax withholding requirements. At the time the participant recognizes income with respect to the restricted stock, Glatfelter is generally entitled to a deduction in an equal amount. Upon the sale of any shares that are delivered to the participant pursuant to an award, the participant will realize capital gain (or loss) measured by the difference between the amount realized and the fair market value of the shares on the date the shares were taxable to the participant pursuant to the award.

Performance Awards, Restricted Stock Unit Awards, Stock Awards, Other Stock-Based Awards, and Stock Appreciation Rights.   A participant who receives a performance award, RSU, other stock-based award or SAR will not be required to recognize any income for federal income tax purposes at the time of the grant of such award, nor is Glatfelter entitled to any deduction at such time. The rules described above with respect to restricted stock apply to any award that is made in restricted shares. A participant who receives a stock award that is not subject to vesting restrictions will generally recognize ordinary income equal to the fair market value of the shares on the date of grant (less the price paid, if any, for the shares).

Except for awards made as restricted stock, when performance awards, RSUs, other stock-based awards or SARs are paid or shares are delivered to the participant, the participant will realize compensation taxable as ordinary income in an amount equal to the cash paid or the fair market value of shares delivered.

Income tax withholding requirements generally apply to amounts that are recognized as ordinary income and Glatfelter will generally be entitled to a deduction in the same amount and at the same time that the participant recognizes ordinary income. Upon the sale of any shares that are delivered to the participant pursuant to an award, the participant will realize either long-term or short-term capital gain (or loss), depending on how long the shares were held, equal to the difference between the amount realized and the fair market value of the shares on the date the shares were vested or delivered to the participant pursuant to the award.

Tax Withholding.   Glatfelter has the right to withhold from any payment of cash or stock to a participant or other person under the 2024 Omnibus Plan an amount sufficient to cover any required withholding taxes, including the participant’s social security and Medicare taxes (FICA) and federal, state or local income tax, or such other applicable taxes with respect to the award. Glatfelter may require the payment of any such taxes before issuing any stock pursuant to the award. The Glatfelter Compensation Committee may permit a participant to satisfy such withholding taxes in whole or in part by: (a) paying cash; (b) electing to have Glatfelter withhold otherwise deliverable cash or Shares having a fair market value not in excess of the maximum statutory amount required to be withheld (i.e., net settlement); (c) delivering to Glatfelter already-owned Shares having a fair market value not in excess of the maximum statutory amount required to be withheld; or (d) any combination thereof, in each case valued in the same manner as used in computing the withholding taxes under applicable laws.

Impact of Section 409A.   Section 409A of the Code applies to deferred compensation, which is generally defined as compensation earned currently, the payment of which is deferred to a later taxable year. Awards under the 2024 Omnibus Plan are intended to be exempt from the requirements of Section 409A or to satisfy its requirements. An award that is subject to Section 409A and fails to satisfy its requirements will subject the holder of the award to immediate taxation, interest, and an additional 20% tax on the vested amount underlying the award.

Limitations on Company’s Deduction.   Section 162(m) of the Code generally disallows a publicly held corporation’s tax deduction for compensation in excess of $1 million in any year that is paid to its chief executive officer, chief financial officer or any of its three other most highly compensated officers (“covered employees”), or other persons who have been covered employees after 2017. While deductibility of executive compensation for federal income tax purposes is among the factors the Glatfelter Compensation Committee considers when structuring our executive compensation arrangements, it is not the sole or primary factor considered. We retain the flexibility to authorize compensation that may not be deductible if we believe it is in the best interests of Glatfelter.

Consequences of Change in Control.   If a change in control in Glatfelter causes vesting of awards under the 2024 Omnibus Plan to accelerate or is deemed to result in the attainment of performance goals,

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the participants could, in some cases, be considered to have received “excess parachute payments,” which could subject the participants to a 20% excise tax on the excess parachute payments and could result in a disallowance of Glatfelter’s tax deduction for the compensation.

Equity Compensation Plan Information

The following table provides certain information as of December 31, 2023, regarding Glatfelter’s equity compensation plans.

​

​

​

(a)

​

​

(b)

​

​

(c)

​

Plan Category

​

​

Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)

​

​

Weighted-average exercise price of outstanding options, warrants and rights(2)

​

​

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(3)(4)

​

Equity compensation plans approved by security holders

​

​

​

​

2,805,458

​

​

​

​

$

22.10

​

​

​

​

​

2,385,486

​

​

Equity compensation plans not approved by security holders

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Total

​

​

​

​

2,805,458

​

​

​

​

$

22.10

​

​

​

​

​

2,385,486

​

​

​

(1)

Includes 1,044,204 Glatfelter RSUs; 1,229,735 Glatfelter PSAs; and 531,519 Glatfelter SOSARs. For purposes of this calculation, it is assumed that Glatfelter PSAs will be paid at 100% of target.

​

(2)

Weighted average exercise price is based on outstanding Glatfelter SOSAR prices only.

​

(3)

Represents the securities remaining available for issuance under the Prior Plan.

​

(4)

For purposes of this calculation, it is assumed that Glatfelter PSAs will be paid at 100% of target.

​

New Plan Benefits under the 2024 Omnibus Plan

The Glatfelter Compensation Committee has not granted any awards under the 2024 Omnibus Plan. Participation and the types of awards under the 2024 Omnibus Plan are subject to the discretion of the Glatfelter Compensation Committee, consistent with the terms and limitations of the 2024 Omnibus Plan, and as a result, the benefits or amounts that will be received by any participant or groups of participants under the 2024 Omnibus Plan are not currently determinable.

Market Price of Shares

The closing price of Glatfelter’s stock, as reported on the NYSE on June 30, 2024, was $1.39.

This vote is separate and apart from the votes to approve the Share Issuance proposal, the Charter Amendment proposals and the “Golden Parachute” Compensation proposal. Accordingly, you may vote to approve the Omnibus Plan proposal and vote not to approve the other proposals and vice versa.

Approval of the Omnibus Plan proposal at the Glatfelter special meeting requires the affirmative vote of a majority of the votes cast in person or by proxy at the Glatfelter special meeting by the holders of shares entitled to vote on such proposal.

THE GLATFELTER BOARD RECOMMENDS THAT GLATFELTER SHAREHOLDERS VOTE “FOR” THE OMNIBUS PLAN PROPOSAL.

Proposal 4: “Golden Parachute” Compensation Proposal

Under Section 14A of the Exchange Act, Glatfelter is required to provide its shareholders with the opportunity to vote to approve, on an advisory (non-binding) basis, the compensation that will or may be made by Glatfelter to its named executive officers in connection with the Merger, as disclosed in “The Transactions — Interests of Glatfelter’s Directors and Executive Officers in the Transactions —

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Quantification of Potential Payments to Glatfelter’s Named Executive Officers in Connection with the Merger,” including the table titled “Golden Parachute’ Compensation” and accompanying footnotes. Accordingly, Glatfelter shareholders are being provided with the opportunity to cast an advisory vote on such payments. The Glatfelter Board encourages you to carefully review the “Golden Parachute” Compensation information disclosure in this document.

The Glatfelter Board recommends that its shareholders adopt the following resolution, on an advisory (non-binding) basis:

“RESOLVED, that the shareholders of Glatfelter Corporation approve, on an advisory (non-binding) basis, the compensation that will or may become payable to the named executive officers of Glatfelter Corporation in connection with the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K in ‘The Transactions — Interests of Glatfelter’s Directors and Executive Officers in the Transactions — Quantification of Potential Payments to Glatfelter’s Named Executive Officers in Connection with the Merger’ (which disclosure includes the ‘Golden Parachute’ Compensation table required pursuant to Item 402(t) of Regulation S-K).”

This vote is separate and apart from the votes to approve the Share Issuance proposal, the Charter Amendment proposals and the Omnibus Plan proposal. Accordingly, you may vote to approve the “Golden Parachute” Compensation proposal and vote not to approve the other proposals and vice versa.

As an advisory vote, the “Golden Parachute” Compensation proposal is not binding upon Glatfelter, the Glatfelter Board or the compensation committee of the Glatfelter Board (the “Glatfelter Compensation Committee”) and approval of this proposal is not a condition to completion of the Merger. Accordingly, if the Merger is completed, the compensation payments described in the “Golden Parachute” Compensation proposal that are contractually required to be paid by Glatfelter to its named executive officers will remain in place, subject only to the existing conditions applicable thereto, regardless of the outcome of the advisory (non-binding) vote of Glatfelter shareholders.

Approval, on an advisory (non-binding) basis, of the “Golden Parachute” Compensation proposal at the Glatfelter special meeting requires the affirmative vote of a majority of the votes cast in person or by proxy at the Glatfelter special meeting by the holders of shares entitled to vote on such proposals.

THE GLATFELTER BOARD RECOMMENDS THAT GLATFELTER SHAREHOLDERS VOTE “FOR” THE “GOLDEN PARACHUTE” COMPENSATION PROPOSAL.

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PARTIES TO THE TRANSACTIONS

Information about Glatfelter

Glatfelter is a leading global supplier of engineered materials. Glatfelter’s high-quality, innovative and customizable solutions are found in tea and single-serve coffee filtration, personal hygiene, as well as in many diverse packaging, home improvement and industrial applications. Glatfelter’s operations utilize a variety of manufacturing technologies including airlaid, wetlaid and spunlace with 15 manufacturing sites located in the United States, Canada, Germany, the United Kingdom, France, Spain and the Philippines. Glatfelter has sales offices in all major geographies serving customers under the Glatfelter and Sontara brands.

Glatfelter manages its business and makes investment decisions under a functional operating model with three distinct reporting segments:

Airlaid Materials

Glatfelter’s Airlaid Materials segment is a leading global supplier of highly absorbent and engineered cellulose-based airlaid nonwoven materials, primarily used to manufacture consumer products for growing global end-user markets. This segment’s products are composed of all-natural fluff pulp, which is sustainable by design and serves feminine hygiene and other hygiene products; specialty wipes; tabletop; adult incontinence; home care; food pads; and other consumer and industrial products. Airlaid Materials’ customers are industry leading consumer product companies, as well as private label converters. Glatfelter believes this business holds a leading position in the majority of the markets it serves. Airlaid Materials has developed long-term customer relationships through superior quality, customer service and a reputation for quickly bringing product and process innovations to market.

Airlaid Materials operates state-of-the-art facilities in Falkenhagen and Steinfurt, Germany, Gatineau, Canada, Fort Smith, Arkansas and Mount Holly, North Carolina.

Composite Fibers

Glatfelter’s Composite Fibers segment processes specialty long fibers, primarily from natural sources such as abaca, and other materials to create premium value-added products. Glatfelter believes Composite Fibers maintains a market leadership position in the single-serve coffee and tea filtration markets, wallcover base material and many other products it produces. Glatfelter believes many of the markets served by Composite Fibers present attractive growth opportunities due to evolving consumer preferences, new or emerging geographic markets, new product innovation and increased market share through superior products and quality.

Composite Fibers is comprised of four production facilities in Germany (two), France and England, a metallizing operation in Wales and a pulp mill in the Philippines.

Spunlace

Glatfelter’s Spunlace segment is a global leading specialty manufacturer of premium quality spunlace nonwovens for critical cleaning, high-performance materials, personal care, surface disinfecting wipes, hygiene, beauty care and medical applications. Spunlace serves the world’s largest consumer brands and focuses on quality, sustainability and innovation. Spunlace serves consumer wipes; critical cleaning; health care; feminine hygiene; high performance materials; and beauty care.

Glatfelter’s principal executive office is located at 4350 Congress Street, Suite 600, Charlotte, North Carolina 28209. Glatfelter common stock is listed on the NYSE under the symbol “GLT”.

This document incorporates important business and financial information about Glatfelter from other documents that are not included in or delivered with this document. For a more detailed description of Glatfelter’s business and operations, see Glatfelter’s filings with the SEC incorporated by reference herein. See “Where You Can Find More Information; Incorporation by Reference.”

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Information about Berry

Berry is a leading global supplier of a broad range of innovative rigid, flexible and non-woven products. Berry sells its products predominantly into stable, consumer-oriented end markets, such as healthcare, personal care and food and beverage.

Berry’s customers consist of a diverse mix of global, national, regional and local specialty businesses. For the fiscal year ended September 30, 2023 (“fiscal 2023”), no single customer represented more than 5% of net sales and Berry’s top ten customers represented 15% of net sales. Berry believes its manufacturing processes, manufacturing footprint and its ability to leverage its scale to reduce costs, position it as a low-cost manufacturer relative to its competitors. Berry employed approximately 44,000 people worldwide as of the end of its fiscal year 2023.

Berry was incorporated in Delaware on November 18, 2005. BGI, a wholly owned subsidiary of Berry, was incorporated in Delaware on December 11, 1990. The principal executive offices of Berry and BGI are located at 101 Oakley Street, Evansville, Indiana 47710, and the telephone number is (812) 424-2904. Berry also maintains an Internet site at http://www.berryglobal.com. Berry’s website and the information contained therein or connected thereto shall not be deemed to be incorporated into this document and you should not rely on any such information in making your investment decision.

Spinco, a wholly owned subsidiary of Berry, was incorporated in Delaware on January 16, 2024, for the purpose of serving as a holding company of the HHNF Business and to effect the Separation. Spinco has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Transactions. In connection with the Transactions, Spinco has entered into several arrangements that will provide financing to fund the Special Cash Payment and the other Transactions and to pay related transaction fees and expenses. The principal executive office of Spinco is located at 101 Oakley Street, Evansville, Indiana 47710, and the telephone number is (812) 424-2904.

The foregoing information does not purport to be complete. Certain additional information relating to Berry’s business, management, executive officer and director compensation, voting securities and certain relationships is provided in other documents filed by Berry with the SEC. If you desire copies of any of these documents, you may contact Berry at its address and phone number indicated under “Where You Can Find More Information; Incorporation by Reference.”

Information about Spinco and the HHNF Business

General

Berry’s HHNF Business is a leading global supplier of a broad range of innovative films, non-woven and related products that service global markets. The HHNF Business sells its products predominantly into stable, consumer-oriented end markets, such as healthcare, personal care and infection prevention. Its customers consist of a mix of leading global, national and mid-sized regional businesses. For fiscal 2023, its top customer represented approximately 11% of net sales and its top ten customers represented approximately 45% of net sales. Berry believes that the HHNF Business’ manufacturing processes, manufacturing footprint and its ability to leverage its scale to reduce costs, position the HHNF Business as a low-cost manufacturer relative to its competitors.

Additional financial information about the HHNF Business is provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the HHNF Business” and the “Combined Financial Statements of Spinco (the HHNF Business),” which are included elsewhere in this document.

Segment Overview

The HHNF Business’ operations are organized into two reporting segments: Americas and Rest of World. The structure is designed to align the HHNF Business with its customers, optimize costs, provide improved service and drive future growth.

Americas

The Americas segment is the HHNF Business’ largest segment, accounting for 67% of consolidated net sales. Its operations consist of 17 manufacturing facilities: nine in the United States, three in Brazil, two in

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Mexico and one each in Canada, Columbia and Argentina. The segment primarily manufactures a wide range of products and components of healthcare and hygiene products including baby diapers, medical garments, wipes, dryer sheets, face masks and filtration.

Rest of World

The Rest of World segment represents 33% of the HHNF Business’ consolidated net sales. Its operations consist of 13 manufacturing facilities: three in Germany, three in France, two in United Kingdom, two in China, and one each in Spain, Italy and Netherlands. This segment primarily manufactures a broad collection of healthcare, hygiene and industrial products and components of products including baby diapers, medical garments, wipes, face masks, corrosion protection, cable wrap and filtration.

Marketing, Sales and Competition

The HHNF Business reaches its customer base through a direct sales force of dedicated professionals. The HHNF Business’ scale enables it to dedicate certain sales and marketing efforts to particular customers, when applicable, which enables it to develop expertise that the HHNF Business believes is valued by its customers.

The major markets in which the HHNF Business sells its products are highly competitive. Areas of competition include service, innovation, quality and price. This competition is significant as to both the size and the number of competing firms. Competitors include but are not limited to Ahlstrom, Avgol, Freudenberg and Fitesa.

Raw Materials

The HHNF Business’ primary raw material is polymer resin. In addition, the HHNF Business uses other materials such as fiber, paper and packaging materials in various manufacturing processes. While temporary industry-wide shortages of raw materials have occurred, the HHNF Business has historically been able to manage the supply chain disruption by working closely with its suppliers and customers. Changes in the price of raw materials are generally passed on to customers through contractual price mechanisms over time, during contract renewals and by other means.

Patents, Trademarks and Other Intellectual Property

The HHNF Business customarily seeks patent and trademark protection for its products and brands while seeking to protect its proprietary know-how. While important to the HHNF Business in the aggregate, sales of any one individually patented product is not considered material to any specific segment or the consolidated results.

Environmental and Sustainability

Sustainability is comprehensively embedded across the business, from how manufacturing operations are run more efficiently to the investments made in sustainable solutions. With the HHNF Business’ global scale, deep industry experience and strong capabilities, Berry believes it is uniquely positioned to assist its customers in the design and development of more sustainable packaging.

The HHNF Business also works globally on continuous improvement of employee safety, energy usage, water efficiency, waste reduction, recycling and reducing Greenhouse Gas (GHG) emissions. The HHNF Business’ teams focus on improving the circularity and reducing the carbon footprint of its products. The HHNF Business anticipates higher demand for products with lower emissions intensity where polymer resin-based products are inherently well positioned since they typically have lower GHG emissions per functional unit compared to heavier alternatives, such as textiles. Additionally, there is also significant work being done on the use of recycled and bio-based content, which typically has lower associated GHG emissions compared to other virgin materials.

Human Capital and Employees

Overview

At the end of fiscal 2023, the HHNF Business employed approximately 6,000 employees.

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Health and Safety

Employee safety is a core value. It is through the adherence to the HHNF Business’ global Environment, Health and Safety principles that the business has been able to identify and mitigate operational risks and drive continuous improvement.

Talent and Development

The HHNF Business seeks to attract, develop and retain talent throughout the business. Its succession management strategy focuses on a structured succession framework and multiple years of performance. Its holistic approach to developing key managers and identifying future leaders includes challenging assignments, formal development plans and professional coaching.

Employee Engagement

The HHNF Business seeks to ensure that everyone is motivated to perform every day. To further that objective, its engagement approach focuses on clear communication and recognition. The HHNF Business communicates through regular employee meetings with business and market updates and information on production, safety, quality and other operating metrics. It has many recognition-oriented awards and conduct company-wide engagement surveys which have generally indicated high levels of engagement and trust in leadership.

Inclusion

The HHNF Business strives to build a safe and inclusive culture where employees feel valued and treated with respect. It believes inclusion helps drive engagement, innovation and organizational growth. Its focus to date has been on providing training for its global workforce and increasing awareness about the importance of having a culture of inclusion.

Ethics

HHNF Business employees are expected to act with integrity, and the HHNF Business maintains a Global Code of Business Ethics through Berry, which provides the framework for ethical business.

Properties

HHNF Business primary manufacturing facilities by geographic area were as follows:

Geographic Region

​

​

Total Facilities

​

​

Leased Facilities

​

Americas

​

​

​

​

17

​

​

​

​

​

2

​

​

Rest of world

​

​

​

​

13

​

​

​

​

​

3

​

​

Legal Proceedings

The HHNF Business is party to various legal proceedings involving routine claims, which are incidental to its business. Although the legal and financial liability with respect to such proceedings cannot be estimated with certainty, the HHNF Business believes that any ultimate liability would not be material to the business, financial condition, results of operations or cash flows.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following tables set forth unaudited pro forma condensed combined financial information of the HHNF Business (also referred to in this section as “Spinco”) and Glatfelter (i) as of and for the three quarterly periods ended June 29, 2024, and (ii) for the twelve months ended September 30, 2023. The pro forma financial information has been derived by application of pro forma adjustments to the audited and unaudited historical consolidated financial statements. The unaudited pro forma condensed combined balance sheet gives effect to the Transactions as if they had occurred on June 29, 2024.

The unaudited pro forma condensed combined statements of operations give effect to the Transactions as if they had occurred on October 1, 2022. See “The Transactions” for additional information.

Spinco’s historical financial data for the twelve months ended September 30, 2023, has been derived from its audited financial statements. Spinco’s historical financial data as of and for the three quarterly periods ended June 29, 2024, has been derived from its unaudited condensed consolidated financial statements. Both are included in this filing.

The Glatfelter historical financial data for the twelve months ended December 31, 2023, has been derived from audited consolidated financial statements and related notes thereto of Glatfelter, which are included in Glatfelter’s Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference into this document. Glatfelter’s historical unaudited interim financial statements utilized in the pro forma condensed combined financial information are as of and for the six-month period ended June 30, 2024, which is included in Glatfelter’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, which is incorporated by reference into this document. The unaudited pro forma condensed combined statement of operations for the twelve months ended September 30, 2023, is derived by utilizing Glatfelter’s audited historical financial data for the fiscal year ended December 31, 2023. The unaudited pro forma condensed combined statement of operations for the nine months ended June 29, 2024, is derived by utilizing Glatfelter’s audited historical financial data for the fiscal year ended December 31, 2023, subtracting the unaudited interim historical financial data for the nine-month period ended September 30, 2023, and combining with unaudited interim historical financial data as of the six-month period ended June 30, 2024.

The unaudited pro forma condensed combined financial information includes estimated adjustments relating to the Merger and premerger steps of the Transaction. The pro forma adjustments are described in the notes accompanying the unaudited pro forma condensed combined financial information. The pro forma adjustments are based upon available information and certain assumptions that Glatfelter and Spinco believe are reasonable. The unaudited pro forma condensed combined financial information does not purport to represent what the results of operations and financial condition would have been had the Transactions occurred as of the dates indicated, nor does it project results of operations for any future period or financial condition at any future date.

The pro forma estimated purchase price allocation of Glatfelter’s assets acquired, and liabilities assumed is based on preliminary estimates of the fair values of the assets acquired and liabilities assumed and the unaudited pro forma condensed combined financial statements are based upon available information and certain assumptions of Glatfelter’s management as of the date of this document. The indebtedness of Glatfelter at close, completion of accounting for the Transactions, the allocation of the purchase price and the valuation may be different than that of the amounts reflected in the pro forma purchase price allocation, and any differences could be material. Such differences could affect the purchase price and allocation of the purchase price, which may affect the value assigned to the tangible or intangible assets and amount of depreciation and amortization expense recorded in the unaudited pro forma condensed combined statement of operations.

The unaudited pro forma condensed combined financial information should be read in connection with (i) Spinco’s audited combined financial statements, and the related notes as well as the risk factors for the year ended September 30, 2023, each as included in this document, (ii) Spinco’s unaudited combined financial statements, and the related notes thereto, for the three quarterly periods ended June 29, 2024, included in this document, (iii) Glatfelter’s audited consolidated financial statements and related notes thereto as well as the risk factors, each as set forth in Glatfelter’s Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference into this document and (iv) Glatfelter’s unaudited consolidated financial statements and related notes thereto as well as the risk factors, each as set forth in

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Glatfelter’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, which is incorporated by reference into this document. The historical combined financial statements of Spinco have been derived from the combined financial statements and accounting records of Berry, as if Spinco’s operations had been conducted independently from those of Berry. The combined financial statements of Spinco are presented on a “carve-out” basis in accordance with GAAP. The historical combined statements of operations include all revenues and costs directly attributable to Spinco, gains and losses on dispositions prior to the Transactions, as well as an allocation of expenses related to corporate finance, human resources, business development, legal, treasury, compliance and other shared services. Spinco considers these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, Spinco. The historical combined balance sheets include all assets and liabilities that reside within Spinco legal entities. Assets and liabilities in shared entities were included in the historical combined balance sheets to the extent the asset or liability is primarily used by Spinco. While Spinco considers the financial statements to be a reasonable reflection of the business on a standalone basis, the combined financial statements may not be indicative of Spinco’s actual financial condition, results of operations or cash flows had it operated as a standalone entity during the periods presented, and the results stated in the combined financial statements are not indicative of Spinco’s future financial condition, results of operations or cash flows.

As part of a separate reporting segment of Berry, Spinco has been able to receive services from Berry. Following the Transactions, Magnera will need to replace these services either by providing them internally from Glatfelter’s existing services or by obtaining them from unaffiliated third parties. These services include certain corporate level functions of which the effective and appropriate performance is critical to the operations of Spinco prior to the Transactions and Magnera following the Transactions. Berry will provide certain services on a transitional basis pursuant to the Transition Services Agreement, the duration of which is subject to ongoing discussions but will be for a reasonable agreed upon term of approximately two years, subject to an extension option. Magnera may be unable to replace these services in a timely manner or on terms and conditions as favorable as those that Spinco currently receives from Berry. The costs for these services could in the aggregate be higher than the combination of Glatfelter’s current costs and those reflected in the historical combined financial statements of Spinco.

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Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 29, 2024
($ in millions)

​

​

​

Spinco Historical

​

​

Glatfelter Adjusted (Note 3)

​

​

Transaction Accounting Adjustments (Note 1)

​

​

Pro Forma Combined

​

​

Financing

​

​

​

​

​

​

​

​

Transaction

​

​

​

​

​

​

​

Cash

​

​

​

$

176

​

​

​

​

$

34

​

​

​

​

$

377

​

​

​

​

​

(a)

​

​

​

​

$

(377)

​

​

​

​

​

(a)

​

​

​

​

$

210

​

​

Short term investments

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

Accounts receivable

​

​

​

​

347

​

​

​

​

​

178

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

525

​

​

Finished goods

​

​

​

​

174

​

​

​

​

​

147

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

15

​

​

​

​

​

(b)

​

​

​

​

​

336

​

​

Raw materials and supplies

​

​

​

​

113

​

​

​

​

​

105

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

218

​

​

Prepaid expenses and other current assets

​

​

​

​

62

​

​

​

​

​

69

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

131

​

​

Total current assets

​

​

​

​

872

​

​

​

​

​

533

​

​

​

​

​

377

​

​

​

​

​

​

​

​

​

​

​

(362)

​

​

​

​

​

​

​

​

​

​

​

1,420

​

​

Property, plant and equipment

​

​

​

​

957

​

​

​

​

​

639

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

95

​

​

​

​

​

(c)

​

​

​

​

​

1,691

​

​

Goodwill and intangible assets

​

​

​

​

1,027

​

​

​

​

​

201

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

(153)

​

​

​

​

​

(d)

​

​

​

​

​

1,075

​

​

Right-of-use assets

​

​

​

​

49

​

​

​

​

​

25

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

74

​

​

Other assets

​

​

​

​

71

​

​

​

​

​

54

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

125

​

​

Total assets

​

​

​

$

2,976

​

​

​

​

$

1,452

​

​

​

​

$

377

​

​

​

​

​

​

​

​

​

​

$

(420)

​

​

​

​

​

​

​

​

​

​

$

4,385

​

​

Accounts payable

​

​

​

$

238

​

​

​

​

$

156

​

​

​

​

$

—

​

​

​

​

​

​

​

​

​

​

$

—

​

​

​

​

​

​

​

​

​

​

$

394

​

​

Accrued expenses

​

​

​

​

137

​

​

​

​

​

109

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

14

​

​

​

​

​

(e)

​

​

​

​

​

260

​

​

Current portion of long-term debt

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

16

​

​

​

​

​

(a)

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

16

​

​

Total current liabilities

​

​

​

​

375

​

​

​

​

​

265

​

​

​

​

​

16

​

​

​

​

​

​

​

​

​

​

​

14

​

​

​

​

​

​

​

​

​

​

​

670

​

​

Long-term debt

​

​

​

​

—

​

​

​

​

​

862

​

​

​

​

​

1,537

​

​

​

​

​

(a)

​

​

​

​

​

(362)

​

​

​

​

​

(a)

​

​

​

​

​

2,037

​

​

Deferred income taxes

​

​

​

​

72

​

​

​

​

​

51

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

5

​

​

​

​

​

(f)

​

​

​

​

​

128

​

​

Operating lease liabilities

​

​

​

​

38

​

​

​

​

​

19

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

57

​

​

Other long-term liabilities

​

​

​

​

97

​

​

​

​

​

103

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

200

​

​

Total liabilities

​

​

​

​

582

​

​

​

​

​

1,300

​

​

​

​

​

1,553

​

​

​

​

​

​

​

​

​

​

​

(343)

​

​

​

​

​

​

​

​

​

​

​

3,092

​

​

Stockholders’ equity

​

​

​

​

2,394

​

​

​

​

​

152

​

​

​

​

​

(1,176)

​

​

​

​

​

(a)

​

​

​

​

​

(77)

​

​

​

​

​

(g)

​

​

​

​

​

1,293

​

​

Total liabilities and equity

​

​

​

$

2,976

​

​

​

​

$

1,452

​

​

​

​

$

377

​

​

​

​

​

​

​

​

​

​

$

(420)

​

​

​

​

​

​

​

​

​

​

$

4,385

​

​

97

TABLE OF CONTENTS

Unaudited Pro Forma Condensed Combined Statement of Operations
For the three quarterly periods ended June 29, 2024
($ in millions, except per share data)

​

​

​

Spinco Historical

​

​

Glatfelter Adjusted (Note 3)

​

​

Transaction Accounting Adjustments (Note 2)

​

​

Pro Forma Combined

​

​

​

Financing

​

​

​

​

​

​

​

​

Transaction

​

​

​

​

​

​

​

​

Net sales

​

​

​

$

1,633

​

​

​

​

$

977

​

​

​

​

$

—

​

​

​

​

​

​

​

​

​

​

$

—

​

​

​

​

​

​

​

​

​

​

$

2,610

​

​

​

​

​

​

​

​

Cost of goods sold

​

​

​

​

1,454

​

​

​

​

​

873

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

7

​

​

​

​

​

(h)

​

​

​

​

​

2,334

​

​

​

​

​

​

​

​

Selling, general and administrative

​

​

​

​

82

​

​

​

​

​

69

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

151

​

​

​

​

​

​

​

​

Amortization of intangibles

​

​

​

​

36

​

​

​

​

​

7

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

(6)

​

​

​

​

​

(i)

​

​

​

​

​

38

​

​

​

​

​

​

​

​

Restructuring and other activities

​

​

​

​

18

​

​

​

​

​

18

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

36

​

​

​

​

​

​

​

​

Corporate expense allocation

​

​

​

​

17

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

17

​

​

​

​

​

​

​

​

Operating income (loss)

​

​

​

​

26

​

​

​

​

​

10

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

(1)

​

​

​

​

​

​

​

​

​

​

​

35

​

​

​

​

​

​

​

​

Other expense

​

​

​

​

(1)

​

​

​

​

​

7

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

6

​

​

​

​

​

​

​

​

Interest expense

​

​

​

​

3

​

​

​

​

​

52

​

​

​

​

​

129

​

​

​

​

​

(j)

​

​

​

​

​

(52)

​

​

​

​

​

(j)

​

​

​

​

​

132

​

​

​

​

​

​

​

​

Income (loss) before income taxes

​

​

​

​

24

​

​

​

​

​

(49)

​

​

​

​

​

(129)

​

​

​

​

​

​

​

​

​

​

​

51

​

​

​

​

​

​

​

​

​

​

​

(103)

​

​

​

​

​

​

​

​

Income tax expense (benefit)

​

​

​

​

(1)

​

​

​

​

​

2

​

​

​

​

​

(32)

​

​

​

​

​

(k)

​

​

​

​

​

13

​

​

​

​

​

(k)

​

​

​

​

​

(19)

​

​

​

​

​

​

​

​

Net income (loss)

​

​

​

$

25

​

​

​

​

$

(51)

​

​

​

​

$

(97)

​

​

​

​

​

​

​

​

​

​

$

38

​

​

​

​

​

​

​

​

​

​

$

(84)

​

​

​

​

​

​

​

​

Net income per share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and Diluted

​

​

​

​

​

​

​

​

​

​

(1.13)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(0.19)

​

​

​

​

​

(l)

​

​

Outstanding weighted-average shares:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and Diluted

​

​

​

​

​

​

​

​

​

​

45.3

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

453.0

​

​

​

​

​

(l)

​

​

98

TABLE OF CONTENTS

Unaudited Pro Forma Condensed Combined Statement of Operations
For the twelve months ended September 30, 2023
($ in millions, except per share data)

​

​

​

Spinco Historical

​

​

Glatfelter Adjusted (Note 3)

​

​

Transaction Accounting Adjustments (Note 2)

​

​

Pro Forma Combined

​

​

​

​

​

​

​

​

Financing

​

​

​

​

​

​

​

​

Transaction

​

​

​

​

​

​

​

​

​

​

​

​

​

Net sales

​

​

​

$

2,275

​

​

​

​

$

1,386

​

​

​

​

$

—

​

​

​

​

​

​

​

​

​

​

$

—

​

​

​

​

​

​

​

​

​

​

$

3,661

​

​

​

​

​

​

​

​

Cost of goods sold

​

​

​

​

1,995

​

​

​

​

​

1,249

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

10

​

​

​

​

​

(h)

​

​

​

​

​

3,254

​

​

​

​

​

​

​

​

Selling, general and administrative

​

​

​

​

110

​

​

​

​

​

95

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

205

​

​

​

​

​

​

​

​

Amortization of intangibles

​

​

​

​

51

​

​

​

​

​

9

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

(7)

​

​

​

​

​

(i)

​

​

​

​

​

53

​

​

​

​

​

​

​

​

Restructuring and other activities

​

​

​

​

24

​

​

​

​

​

30

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

54

​

​

​

​

​

​

​

​

Corporate expense allocation

​

​

​

​

26

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

26

​

​

​

​

​

​

​

​

Operating income (loss)

​

​

​

​

69

​

​

​

​

​

3

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

(3)

​

​

​

​

​

​

​

​

​

​

​

69

​

​

​

​

​

​

​

​

Other expense

​

​

​

​

(3)

​

​

​

​

​

11

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

8

​

​

​

​

​

​

​

​

Interest expense

​

​

​

​

—

​

​

​

​

​

63

​

​

​

​

​

172

​

​

​

​

​

(j)

​

​

​

​

​

(63)

​

​

​

​

​

(j)

​

​

​

​

​

172

​

​

​

​

​

​

​

​

Income (loss) before income taxes

​

​

​

​

72

​

​

​

​

​

(71)

​

​

​

​

​

(172)

​

​

​

​

​

​

​

​

​

​

​

60

​

​

​

​

​

​

​

​

​

​

​

(111)

​

​

​

​

​

​

​

​

Income tax expense (benefit)

​

​

​

​

34

​

​

​

​

​

7

​

​

​

​

​

(43)

​

​

​

​

​

(k)

​

​

​

​

​

15

​

​

​

​

​

(k)

​

​

​

​

​

13

​

​

​

​

​

​

​

​

Net income (loss)

​

​

​

$

38

​

​

​

​

$

(78)

​

​

​

​

$

(129)

​

​

​

​

​

​

​

​

​

​

$

45

​

​

​

​

​

​

​

​

​

​

$

(124)

​

​

​

​

​

​

​

​

Net income per share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and Diluted

​

​

​

​

​

​

​

​

​

​

(1.73)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(0.28)

​

​

​

​

​

(l)

​

​

Outstanding weighted-average shares:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and Diluted

​

​

​

​

​

​

​

​

​

​

45.1

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

450.6

​

​

​

​

​

(l)

​

​

99

TABLE OF CONTENTS

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Basis of Presentation

The unaudited pro forma condensed combined financial statements are based on the historical combined financial statements of Spinco (the HHNF Business) and historical consolidated financial statements of Glatfelter as adjusted as described in note 3 below. The unaudited pro forma condensed combined balance sheet as of June 29, 2024 gives effect to the Transactions as if they had occurred on June 29, 2024. The unaudited pro forma condensed combined statement of operations gives effect to the Transactions as if they had occurred on October 1, 2022.

The unaudited pro forma condensed combined financial statements and the notes thereto were prepared using the acquisition method of accounting, with Spinco as the accounting acquirer of Glatfelter. See “The Transactions — Accounting Treatment” for additional information. As of the date of this document, the accompanying unaudited pro forma purchase price allocation is an estimate and is subject to further adjustments as additional information becomes available and as additional analyses and final valuations are completed. The potential changes to the purchase price allocation and related pro forma adjustments could be material.

For the purpose of preparing the unaudited pro forma condensed combined financial statements, Spinco management has conducted a preliminary analysis of the adjustments required to conform Glatfelter’s financial statements to reflect the current accounting policies of Spinco. This assessment is ongoing and, at the time of preparing the unaudited pro forma condensed combined financial statements, Spinco management is not aware of any material accounting policy differences not yet adjusted in the unaudited pro forma condensed combined financial statements. Upon completion of the Transactions, Spinco management will conduct a final review of Glatfelter’s accounting policies to determine if differences in accounting policies or financial statement classification exist that may require adjustments to or reclassification of Glatfelter’s results of operations, assets or liabilities to conform to Spinco’s accounting policies and classifications. As a result of that review, differences may be identified that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial statements. Additionally, certain reclassifications have been made to the historical presentation of Glatfelter to conform to the historical presentation of Spinco financial statements. (See note 3).

The unaudited pro forma condensed combined financial statements also do not reflect any anticipated revenue enhancements, cost savings or operating synergies that Magnera may achieve because of the Transactions, the total expected costs to integrate the operations of Spinco and Glatfelter, or the total expected costs necessary to achieve such revenue enhancements, cost savings, operating synergies or reverse stock split.

The preparation of unaudited pro forma condensed combined financial statements requires Spinco management and Glatfelter management to make estimates and assumptions that affect the amounts reported in such financial statements and the notes thereto. These unaudited pro forma condensed combined financial statements, including the estimated purchase price allocation, are presented for illustrative purposes only and do not necessarily reflect the operating results or financial position that would have occurred if the Transactions had been completed on the dates indicated, nor are they necessarily indicative of the results of operations or financial condition that may be expected for any future period or date. Accordingly, such information should not be relied upon as an indicator of future performance, financial condition or liquidity.

100

TABLE OF CONTENTS

Note 1. Balance Sheet

(a)

This reflects the use of committed financing, as calculated below.

​

​	Committed New Debt	​	​	​	$	1,585	​	​
​	New Debt, discount	​	​	​	​	(32)	​	​
​	New Debt, net	​	​	​	$	1,553	​	​
​	Estimated Transaction and Financing Fees	​	​	​	​	(80)	​	​
​	Special Cash Payment to Berry	​	​	​	​	(1,096)	​	​
​	Cash proceeds available for Glatfelter debt retirement	​	​	​	$	377	​	​

The below reflects the retirement of Glatfelter historical term loans and revolving credit facility.

​	Glatfelter 11.25% Term Loan	​	​	​	$	(263)	​	​
​	Glatfelter Revolving credit facility	​	​	​	​	(114)	​	​
​	Cash used to retire Glatfelter debt items	​	​	​	$	(377)	​	​
​	Glatfelter Unamortized deferred issuance costs	​	​	​	​	15	​	​
​	Retired Glatfelter long-term debt, net	​	​	​	$	(362)	​	​

​

(b)

This adjustment relates to the step-up of inventory by $15 million (or 10%) to fair value based on preliminary estimates.

​

(c)

This relates to the write-up of property plant and equipment by $95 million (or 15%) to fair value based on preliminary estimates.

​

(d)

This reflects estimated allocation of the excess of the proceeds over the net assets acquired to estimated goodwill and intangible assets. The goodwill and intangible asset adjustment was calculated as follows:

​

​	Glatfelter 5-day average closing market capitalization as of August 13, 2024	​	​	​	$	75	​	​
​	Plus: historical liabilities assumed	​	​	​	​	1,300	​	​
​	Less: historical basis of assets	​	​	​	​	(1,452)	​	​
​	Plus: elimination of debt discount on retired Glatfelter debt	​	​	​	​	15	​	​
​	Plus: employee retention liability and net deferred tax impact of pro forma adjustments	​	​	​	​	19	​	​
​	Less: inventory and fixed asset impact of pro forma adjustments	​	​	​	​	(110)	​	​
​	Goodwill and intangible assets adjustment	​	​	​	$	(153)	​	​

​ (note: Glatfelter market capitalization is subject to change and will depend on the valuation as of closing.) ​

​

(e)

In connection with the Transactions, certain Glatfelter senior management employees will be eligible to receive retention and other cash benefits of $14 million. See “The Transactions — Interests of Glatfelter’s Directors and Executive Officers in the Transactions” for additional information. These retention and other programs are considered a nonrecurring item that are not expected to affect the statement of operations beyond 12 months after closing.

​

101

TABLE OF CONTENTS

(f)

This reflects the deferred tax impact from recording the preliminary valuation adjustments listed below.

​

​	Eliminated historical Glatfelter intangible balance	​	​	​	$	(196)	​	​
​	Plus: Employee retention and transition programs	​	​	​	​	(14)	​	​
​	Less: Intangible preliminary purchase price allocation	​	​	​	​	20	​	​
​	Less: Estimated write up of fixed assets	​	​	​	​	95	​	​
​	Less: Estimated inventory step up	​	​	​	​	15	​	​
​	​	​	​	​	$	20	​	​
​	Assumed combined statutory tax rate	​	​	​	​	25%	​	​
​	Deferred tax impact from preliminary valuation analysis	​	​	​	$	5	​	​

​

(g)

This reflects the elimination of Glatfelter’s historical net equity net of the estimated Glatfelter market capitalization assumed for these pro forma financials.

​

​	Glatfelter 5-day average closing market capitalization as of August 13, 2024	​	​	​	$	75	​	​
​	Less: historical Glatfelter equity balance	​	​	​	​	(152)	​	​
​	Equity net adjustment	​	​	​	$	(77)	​	​

Note 2. Income Statement

(h)

This relates to the increase in depreciation expense that would result from the $95 million estimated fair value step up of long-lived tangible assets with an average useful life of ten years.

​

(i)

This primarily relates to the elimination of historical Glatfelter amortization expense partially offset by the amortization from the $18 million estimated fair value of identified intangible assets acquired with an average useful life of eight years.

​

​

​

​

Fiscal 2023

​

​

Three Quarters June 29, 2024

​

Eliminate historical Glatfelter annual amortization

​

​

​

​

(9)

​

​

​

​

​

(7)

​

​

Estimated go forward annual amortization

​

​

​

​

2

​

​

​

​

​

1

​

​

Amortization net adjustment

​

​

​

$

(7)

​

​

​

​

$

(6)

​

​

​

(j)

This represents the elimination of the historical net interest expense of Glatfelter and the new pro forma interest expense related to the merger transaction financing. The adjustment is as follows:

​

​

​

​

Fiscal 2023

​

​

Three Quarters June 29, 2024

​

Eliminate historical interest expense

​

​

​

$

(63)

​

​

​

​

$

(52)

​

​

Committed New Debt(1)

​

​

​

​

148

​

​

​

​

​

111

​

​

Retained Glatfelter 4.75% Senior Notes

​

​

​

​

24

​

​

​

​

​

18

​

​

Magnera estimated interest expense

​

​

​

$

172

​

​

​

​

$

129

​

​

​

(1)

Represents a committed 9.25% average variable interest rate on new debt, a 0.125% change in interest rate would change annual interest expense by approximately $2 million for both fiscal 2023 and the three quarterly periods ended June 29, 2024.

​

(k)

This reflects the income tax effect of pro forma adjustments at an estimated combined statutory rate of 25%.

​

(l)

Upon completion of the First Merger, holders of Berry common stock that received shares of Spinco common stock in the Spinco Distribution will own approximately 90% of the outstanding shares of Glatfelter common stock on a fully diluted basis.

​

102

TABLE OF CONTENTS

​

​

​

Fiscal 2023

​

​

Three Quarters June 29 2024

​

Fully diluted Glatfelter shares as of the end of the respective periods

​

​

​

​

45.1

​

​

​

​

​

45.3

​

​

Shares issued to Berry stockholders

​

​

​

​

405.5

​

​

​

​

​

407.7

​

​

Fully diluted shares outstanding post transaction

​

​

​

​

450.6

​

​

​

​

​

453.0

​

​

Pro forma net loss

​

​

​

$

(124)

​

​

​

​

$

(84)

​

​

Fully diluted shares outstanding post transaction

​

​

​

​

450.6

​

​

​

​

​

453.0

​

​

Net loss per share

​

​

​

$

(0.28)

​

​

​

​

$

(0.19)

​

​

Note 3. Glatfelter’s Converted Historical Financial Information

The following financial information illustrates the impact of adjustments made to Glatfelter’s historical consolidated financial statements. These adjustments reflect estimates based on available Glatfelter information and certain assumptions we believe are reasonable which could differ materially from the actual adjustments once conformed.

103

TABLE OF CONTENTS

Condensed Consolidated Balance Sheet
As of June 30, 2024
($ in millions)

(in millions)

​

​

Glatfelter Historical

​

​

Adjustments

​

​

Glatfelter Adjusted

​

Cash

​

​

​

$

34

​

​

​

​

$

—

​

​

​

​

$

34

​

​

Accounts receivable, net

​

​

​

​

178

​

​

​

​

​

—

​

​

​

​

​

178

​

​

Inventory

​

​

​

​

305

​

​

​

​

​

(305)(1)

​

​

​

​

​

—

​

​

Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

​

​

​

​

—

​

​

​

​

​

147(1)

​

​

​

​

​

147

​

​

Raw materials and supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

​

​

​

​

—

​

​

​

​

​

105(1)

​

​

​

​

​

105

​

​

Prepaid expenses and other current assets

​

​

​

​

69

​

​

​

​

​

—

​

​

​

​

​

69

​

​

Total current assets

​

​

​

​

586

​

​

​

​

​

(53)

​

​

​

​

​

533

​

​

Property, plant and timberlands, net

​

​

​

​

639

​

​

​

​

​

—

​

​

​

​

​

639

​

​

Goodwill

​

​

​

​

105

​

​

​

​

​

96(2)

​

​

​

​

​

201

​

​

Intangible assets

​

​

​

​

96

​

​

​

​

​

(96)(2)

​

​

​

​

​

—

​

​

Right-of-use assets

​

​

​

​

—

​

​

​

​

​

25(3)

​

​

​

​

​

25

​

​

Other assets

​

​

​

​

79

​

​

​

​

​

(25)(3)

​

​

​

​

​

54

​

​

Total assets

​

​

​

$

1,505

​

​

​

​

$

(53)

​

​

​

​

$

1,452

​

​

Short-term debt

​

​

​

​

9

​

​

​

​

​

(9)(4)

​

​

​

​

​

—

​

​

Accounts payable

​

​

​

​

156

​

​

​

​

​

—

​

​

​

​

​

156

​

​

Environmental liabilities

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

Other current liabilities

​

​

​

​

100

​

​

​

​

​

9(4)

​

​

​

​

​

109

​

​

Total current liabilities

​

​

​

​

265

​

​

​

​

​

—

​

​

​

​

​

265

​

​

Long-term debt

​

​

​

​

862

​

​

​

​

​

—

​

​

​

​

​

862

​

​

Deferred income taxes

​

​

​

​

51

​

​

​

​

​

—

​

​

​

​

​

51

​

​

Operating lease liabilities

​

​

​

​

—

​

​

​

​

​

19(5)

​

​

​

​

​

19

​

​

Other long-term liabilities

​

​

​

​

122

​

​

​

​

​

(19)(5)

​

​

​

​

​

103

​

​

Total liabilities

​

​

​

​

1,300

​

​

​

​

​

—

​

​

​

​

​

1,300

​

​

Stockholders’ equity

​

​

​

​

—

​

​

​

​

​

152(6)

​

​

​

​

​

152

​

​

Common Stock

​

​

​

​

1

​

​

​

​

​

(1)(6)

​

​

​

​

​

—

​

​

Capital in excess of par value

​

​

​

​

55

​

​

​

​

​

(55)(6)

​

​

​

​

​

—

​

​

Retained Earnings

​

​

​

​

377

​

​

​

​

​

(377)(6)

​

​

​

​

​

—

​

​

Accumulated other comprehensive income

​

​

​

​

(93)

​

​

​

​

​

93(6)

​

​

​

​

​

—

​

​

Cost of common stock in treasury

​

​

​

​

(135)

​

​

​

​

​

135(6)

​

​

​

​

​

—

​

​

Total shareholder’s equity

​

​

​

​

205

​

​

​

​

​

(53)

​

​

​

​

​

152

​

​

Total liabilities and equity

​

​

​

$

1,505

​

​

​

​

$

(53)

​

​

​

​

$

1,452

​

​

​

(1)

Relates to (1) reclassing $305 million of inventory between $147 million of Finished goods and $158 million of Raw materials and supplies and (2) a $53 million reduction of certain supplies inventory as the result of accounting policy difference between Spinco and Glatfelter, where Spinco expenses spare parts as purchased, and Glatfelter capitalizes certain supplies into inventory and expenses as consumed into production.

​

(2)

Intangible assets of $96 million reclassified to Goodwill and intangible assets.

​

(3)

Right-of-use assets of $25 million reclassified out of Other assets to Right-of-use assets.

​

(4)

Relates to reclassing $9 million of Short-term debt to Other current liabilities.

​

104

TABLE OF CONTENTS

(5)

Operating lease liabilities of $19 million reclassified out of Other long-term liabilities to Operating lease liabilities.

​

(6)

Relates to netting of various equity accounts to a single Stockholder’s equity amount.

​

Condensed Consolidated Statement of Operations
For the nine months ended June 30, 2024
($ in millions)

​

​

​

Historical

​

​

Glatfelter

​

​

Turn Around Strategy

​

​

Strategic Initiatives

​

​

Reclasses

​

​

Glatfelter Adjusted

​

​

​

​

​

12/31/2023

​

​

9/30/2023

​

​

6/30/2024

​

​

9 months

​

​

Net Sales

​

​

​

$

1,386

​

​

​

​

$

1,065

​

​

​

​

$

657

​

​

​

​

$

977

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

$

977

​

​

​

Cost of goods sold

​

​

​

​

1,256

​

​

​

​

​

966

​

​

​

​

​

585

​

​

​

​

​

875

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

(2)

​

​

​

​

​

873

​

​

​

Selling, general and administrative

​

​

​

​

110

​

​

​

​

​

84

​

​

​

​

​

66

​

​

​

​

​

92

​

​

​

​

​

(2)

​

​

​

​

​

(16)

​

​

​

​

​

(5)

​

​

​

​

​

69

​

​

​

Amortization of Intangibles

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

7

​

​

​

​

​

7

​

​

​

Restructuring and transaction Activities

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

2

​

​

​

​

​

16

​

​

​

​

​

—

​

​

​

​

​

18

​

​

​

Loss on sale of Ober-Schmitten and other non-strategic operation

​

​

​

​

18

​

​

​

​

​

18

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

Gain on dispositions of plant, equipment and timberlands, net

​

​

​

​

(1)

​

​

​

​

​

(1)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

Operating income (loss)

​

​

​

​

3

​

​

​

​

​

(2)

​

​

​

​

​

6

​

​

​

​

​

10

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

10

​

​

​

Interest expense

​

​

​

​

(64)

​

​

​

​

​

(47)

​

​

​

​

​

(36)

​

​

​

​

​

(53)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

1

​

​

​

​

​

(52)

​

​

​

Interest income

​

​

​

​

1

​

​

​

​

​

1

​

​

​

​

​

1

​

​

​

​

​

1

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(1)

​

​

​

​

​

—

​

​

​

Other, net

​

​

​

​

(11)

​

​

​

​

​

(8)

​

​

​

​

​

(5)

​

​

​

​

​

(7)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(7)

​

​

​

Loss before taxes

​

​

​

​

(71)

​

​

​

​

​

(56)

​

​

​

​

​

(34)

​

​

​

​

​

(49)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(49)

​

​

​

Income tax expense

​

​

​

​

7

​

​

​

​

​

13

​

​

​

​

​

8

​

​

​

​

​

2

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

2

​

​

​

Net loss from continuing operations

​

​

​

​

(78)

​

​

​

​

​

(69)

​

​

​

​

​

(42)

​

​

​

​

​

(51)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(51)

​

​

​

Loss from discontinued operations

​

​

​

​

(1)

​

​

​

​

​

(1)

​

​

​

​

​

(1)

​

​

​

​

​

(1)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(1)

​

​

​

Net income (loss)

​

​

​

$

(79)

​

​

​

​

$

(70)

​

​

​

​

$

(43)

​

​

​

​

$

(52)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

$

(52)

​

​

​

Net income per share from continuing operations:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted

​

​

​

$

(1.73)

​

​

​

​

$

(1.54)

​

​

​

​

$

(0.93)

​

​

​

​

$

(1.13)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

(1.13)

​

​

​

Outstanding weighted -average shares:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted

​

​

​

​

45.1

​

​

​

​

​

45.1

​

​

​

​

​

45.3

​

​

​

​

​

45.3

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

45.3

​

​

​

105

TABLE OF CONTENTS

Condensed Consolidated Statement of Operations
For the twelve months ended December 31, 2023
($ in millions)

​

​

​

Glatfelter Historical

​

​

Turn Around Strategy

​

​

Strategic Initiatives

​

​

Ober- Schmitten Divestiture

​

​

Reclasses

​

​

Glatfelter Adjusted

​

Net Sales

​

​

​

$

1,386

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

$

1,386

​

​

Cost of goods sold

​

​

​

​

1,256

​

​

​

​

​

(3)

​

​

​

​

​

(1)

​

​

​

​

​

—

​

​

​

​

​

(3)

​

​

​

​

​

1,249

​

​

Selling, general and administrative

​

​

​

​

110

​

​

​

​

​

(6)

​

​

​

​

​

(2)

​

​

​

​

​

—

​

​

​

​

​

(7)

​

​

​

​

​

95

​

​

Amortization of Intangibles

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

9

​

​

​

​

​

9

​

​

Restructuring and transaction Activities

​

​

​

​

—

​

​

​

​

​

9

​

​

​

​

​

3

​

​

​

​

​

18

​

​

​

​

​

—

​

​

​

​

​

30

​

​

Loss on sale of Ober-Schmitten and other non-strategic operation

​

​

​

​

18

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(18)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Gain on dispositions of plant, equipment and timberlands, net

​

​

​

​

(1)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

1

​

​

​

​

​

—

​

​

Operating loss

​

​

​

​

3

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

3

​

​

Interest expense

​

​

​

​

(64)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

1

​

​

​

​

​

(63)

​

​

Interest income

​

​

​

​

1

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(1)

​

​

​

​

​

0

​

​

Other, net

​

​

​

​

(11)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(11)

​

​

Loss before taxes

​

​

​

​

(71)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(71)

​

​

Income tax expense

​

​

​

​

7

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

7

​

​

Net loss from continuing ops

​

​

​

​

(78)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(78)

​

​

Loss incorporated from discontinued operations

​

​

​

​

(1)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(1)

​

​

Net loss

​

​

​

$

(79)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

$

(79)

​

​

Turnaround strategy costs:   This adjustment reflects costs incurred in connection with Glatfelter’s turnaround strategy initiated under its new chief executive officer to drive operational and financial improvement. These costs are primarily related to professional services fees and employee separation expenses.

Strategic initiatives:   These adjustments primarily reflect professional and legal fees incurred directly related to evaluating and executing certain strategic initiatives including costs associated with acquisitions, the pending merger and related integrations.

Ober-Schmitten divestiture costs:   This adjustment reflects the loss on sale of the Ober-Schmitten, Germany operations and professional and other costs directly associated with the sale of the facility.

Reclasses:   This adjustment primarily reflects the presentation of amortization as a separate row and netting of interest.

106

TABLE OF CONTENTS​

MARKET PRICE AND DIVIDEND INFORMATION

Certain Market Price Information

Historical market price data for Spinco has not been presented because Spinco is currently a wholly owned subsidiary of Berry, and there is no established trading market for Spinco common stock. Spinco common stock does not currently trade separately from Berry common stock.

Berry common stock currently trades on the NYSE under the ticker symbol “BERY.” On February 6, 2024, the last trading day before the announcement of the Transactions, the closing price of Berry common stock was $64.28 per share. On September 16, 2024, the last practicable trading day for which information is available as of the date of this document, the closing price of Berry common stock was $67.58 per share.

Glatfelter common stock currently trades on the NYSE under the ticker symbol “GLT.” On February 6, 2024, the last trading day before the announcement of the Transactions, the closing price of Glatfelter common stock was $1.28 per share. On September 16, 2024, the last practicable trading day for which information is available as of the date of this document, the closing price of Glatfelter common stock was $1.61 per share.

Certain Dividend Information

Glatfelter Dividend Policy

Declarations of dividends on Glatfelter common stock are made at the discretion of the Glatfelter Board. Among other things, the Glatfelter Board evaluates business conditions and earnings. The Glatfelter Board declared quarterly cash dividends of $0.14 per common share for the first two quarters of 2022. In the third quarter of 2022, the Glatfelter Board suspended the quarterly cash dividend as part of its focused efforts to optimize the operational and financial results of the business. The Glatfelter Board did not declare any cash dividends in 2023 and 2024.

Under the RMT Transaction Agreement, Glatfelter is restricted from declaring or paying any dividends prior to the Closing. Any determination as to the future declaration of dividends will be made by the Glatfelter Board in its sole discretion. Although Glatfelter does not presently intend to commence paying dividends following the Transactions, the board of Magnera may evaluate and consider its dividend policy from time to time based on a number of factors, including the result of its operations, financial condition, future prospects, contractual and legal restrictions and other factors that the Magnera board considers relevant.

Berry Dividend Policy

Declarations of dividends on Berry’s common stock are made at the discretion of the Berry Board. Among other things, the Berry Board evaluates business conditions and earnings. During Berry’s fiscal 2023, the Berry Board declared and paid cash dividends of $0.25 per share for each quarter. During fiscal 2022, the Berry Board did not declare or pay any cash dividends on Berry’s common stock.

107

TABLE OF CONTENTS​

NON-GAAP FINANCIAL MEASURES

This document includes certain financial information of Spinco (the HHNF Business) that differ from what is reported in accordance with GAAP. The non-GAAP financial measure used is free cash flow and is included in this document because management of the HHNF Business believes that it provides investors with additional useful information to measure the liquidity of the HHNF Business, and because this non-GAAP financial measure is frequently used by securities analysts, investors and other interested parties as common measures to compare liquidity or estimate valuations across companies in the HHNF Business’ industries.

Management of the HHNF Business defines free cash flow as cash flow from operating activities less net additions to property, plant and equipment. Management of the HHNF Business uses free cash flow as a supplemental measure of liquidity as it assists in assessing the HHNF Business’ ability to fund growth through generation of cash, and, going forward, Magnera’s ability to generate liquidity from its operating activities.

For an explanation and reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the HHNF Business — Liquidity and Capital Resources — Free Cash Flow.”

This non-GAAP financial measure is presented for informational purposes only. Free cash flow is not recognized terms under GAAP and should not be considered in isolation or as a substitute for, or superior to, cash flow from operating activities or other measures of financial performance or liquidity derived in accordance with GAAP or any other generally accepted accounting principles. This information does not purport to represent the results the HHNF Business would have achieved had any of the transactions for which an adjustment is made occurred at the beginning of the periods presented or as of the dates indicated. This information is inherently subject to risks and uncertainties. It may not give an accurate or complete picture of the HHNF Business’ financial condition or results of operations for the periods presented and should not be relied upon when making an investment decision.

The use of the term free cash flow may not be comparable to similarly titled measures used by other companies or persons due to potential differences in the method of calculation. You should compensate for these limitations by relying primarily on the financial statements of the HHNF Business that are included in or incorporated by reference into this document and using this non-GAAP financial measure only as a supplement to evaluate the HHNF Business.

Additionally, this document also includes certain financial information of Glatfelter and the HHNF Business that differ from what is reported in accordance with GAAP in “The Transactions — Prospective Financial Information” and “The Transactions — Opinion of Glatfelter’s Financial Advisor.” This financial information includes unlevered free cash flow and Adjusted EBITDA in “The Transactions — Prospective Financial Information,” as well as other financial measures in “The Transactions — Opinion of Glatfelter’s Financial Advisor.” These financial measures are not non-GAAP financial measures in the context in which they have been provided. For further details, see “The Transactions — Prospective Financial Information” and “The Transactions — Opinion of Glatfelter’s Financial Advisor.”

108

TABLE OF CONTENTS​

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE HHNF BUSINESS

Management’s discussion and analysis of financial condition and results of operations is a supplement to the accompanying combined financial statements of Spinco (the HHNF Business) as of September 30, 2023, and October 1, 2022, and for each of the years ended September 30, 2023, October 1, 2022, and October 2, 2021, and notes thereto and the interim combined financial statements of Spinco (the HHNF Business) as of June 29, 2024, and for the three quarterly periods then ended. The combined financial statements represent the operations of Spinco and have been prepared on a carve-out basis which includes assumptions underlying the preparation that management believes are reasonable. However, the combined financial statements included herein may not necessarily reflect Spinco’s results of operations, financial position and cash flows in the future or what they would have been had Spinco been an independent, stand-alone company during the periods presented. As a result, historical financial information is not necessarily indicative of Spinco’s future results of operations, financial position or cash flows. The following section is qualified in its entirety by the more detailed information in this document, including the combined financial statements and notes thereto.

Reverse Morris Trust-Type Transaction Anticipated in Second Half of 2024

In February 2024, Berry entered into Transaction Documents to, among other results, spin-off Spinco from Berry and merge Spinco with a subsidiary of Glatfelter. Upon the completion of the Transactions, stockholders of Berry will own approximately 90% of Magnera in addition to their continuing interest in Berry. The Transactions are expected to be tax-free to Berry and its stockholders. The Transactions are subject to certain customary closing conditions including, but not limited to, approvals by Glatfelter shareholders of the Share Issuance proposal and the Charter Amendment proposals, the filing and effectiveness of registration statement on Form S-4 of which this document is a part and Spinco’s Form 10 and receipt of the IRS Ruling and Tax Opinions.

Outlook

Spinco is affected by general economic and industrial growth, raw material availability, cost inflation, supply chain disruptions and general industrial production. Its business has both geographic and end market diversity, which reduces the effect of any one of these factors on its overall performance. Spinco’s results are affected by its ability to pass through raw material and other cost changes to its customers, improve manufacturing productivity and adapt to volume changes of its customers. Despite global macro-economic challenges in the short-term attributed to continued rising inflation, supply chain disruptions, currency devaluation and general market softness, management continues to believe Spinco’s underlying long-term demand fundamental will remain strong as Spinco focuses on delivering protective solutions that enhance consumer safety and by providing advantaged products in targeted markets.

Discussion of Results of Operations for the Three Quarterly Periods Ended June 29, 2024 (the “YTD”) Compared to the Three Quarterly Periods Ended July 1, 2023 (the “Prior YTD”)

Business integration expenses consist of restructuring and impairment charges, transaction related and other business optimization costs. Tables present dollars in millions.

Consolidated Overview

​

​

YTD

​

​

Prior YTD

​

​

$ Change

​

​

% Change

​

Net sales

​

​

​

$

1,633

​

​

​

​

$

1,733

​

​

​

​

$

(100)

​

​

​

​

​

(6)%

​

​

Operating income

​

​

​

$

26

​

​

​

​

$

58

​

​

​

​

$

(32)

​

​

​

​

​

(55)%

​

​

Net sales:   The net sales decline is primarily attributed to decreased selling prices of $103 million due to the pass through of lower resin prices and a 1% organic volume decline, partially offset by a $20 million favorable impact from foreign currency.

109

TABLE OF CONTENTS

Operating Income:   The operating income decrease is primarily attributed to a $28 million unfavorable impact from price cost spread and an $11 million unfavorable impact from hyperinflation in the Argentinian subsidiary, partially offset by a decrease in selling, general, administrative and corporate allocation expenses of $7 million.

Americas

​

​

YTD

​

​

Prior YTD

​

​

$ Change

​

​

% Change

​

Net sales

​

​

​

$

1,111

​

​

​

​

$

1,163

​

​

​

​

$

(52)

​

​

​

​

​

(4)%

​

​

Operating income

​

​

​

$

30

​

​

​

​

$

60

​

​

​

​

$

(30)

​

​

​

​

​

(50)%

​

​

Net sales:   The net sales decline is primarily attributed to decreased selling prices of $48 million due to the pass through of lower resin prices and a 2% organic volume decline, partially offset by a $13 million favorable impact from foreign currency. The volume decline is primarily attributed to general market softness.

Operating Income:   The operating income decrease is primarily attributed to a $20 million unfavorable impact from price cost spread and an $11 million unfavorable impact from hyperinflation in the Argentinian subsidiary.

Rest of World

​

​

YTD

​

​

Prior YTD

​

​

$ Change

​

​

% Change

​

Net sales

​

​

​

$

522

​

​

​

​

$

570

​

​

​

​

$

(48)

​

​

​

​

​

(8)%

​

​

Operating income

​

​

​

$

(4)

​

​

​

​

$

(2)

​

​

​

​

$

(2)

​

​

​

​

​

100%

​

​

Net sales:   The net sales decline is primarily attributed to decreased selling prices of $55 million due to the pass through of lower resin prices partially offset by a $7 million favorable impact from foreign currency.

Operating Income:   The operating income decrease is primarily attributed to an $8 million unfavorable impact from price cost spread, partially offset by a decrease in selling, general, administrative and corporate allocation expenses of $7 million.

Other expense, net

​

​

YTD

​

​

Prior YTD

​

​

$ Change

​

​

% Change

​

Other expense, net

​

​

​

$

(1)

​

​

​

​

$

(1)

​

​

​

​

$

—

​

​

​

​

​

—

​

​

Changes in other expense are primarily attributed to foreign currency changes related to the remeasurement of non-operating intercompany balances.

Comprehensive Income

​

​

YTD

​

​

Prior YTD

​

​

$ Change

​

​

% Change

​

Comprehensive Income

​

​

​

$

6

​

​

​

​

$

141

​

​

​

​

$

(135)

​

​

​

​

​

(96)%

​

​

The decrease in comprehensive income is primarily attributed to a $117 million unfavorable change in currency translation and a $19 million decrease in net income. Currency translation changes are primarily related to non-U.S. subsidiaries with a functional currency other than the U.S. dollar whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation was primarily attributed to locations utilizing the euro, Brazilian real and Chinese renminbi as their functional currency.

Discussion of Results of Operations for Fiscal 2023 Compared to Fiscal 2022

Spinco’s U.S. based results for fiscal 2023 and fiscal 2022 are based on a 52-week period. Business integration expenses consist of restructuring and impairment charges, divestiture related costs and other business optimization costs. Tables present dollars in millions.

​

​

​

Fiscal Year

​

​

​

​

​

​

​

​

​

​

​

​

​

Consolidated Overview

​

​

2023

​

​

2022

​

​

$ Change

​

​

% Change

​

Net sales

​

​

​

$

2,275

​

​

​

​

$

2,803

​

​

​

​

$

(528)

​

​

​

​

​

(19)%

​

​

Operating income

​

​

​

$

69

​

​

​

​

$

172

​

​

​

​

$

(103)

​

​

​

​

​

(60)%

​

​

Net sales:   The net sales decline is primarily attributed to decreased selling prices of $303 million due to the pass through of lower resin prices and an 8% organic volume decline. The volume decline is primarily attributed to general market softness and customer destocking.

110

TABLE OF CONTENTS

Operating Income:   The operating income decrease is primarily attributed to a $45 million unfavorable impact from price cost spread, a $35 million decrease from the organic volume decline, a $10 million unfavorable impact from foreign currency changes and an $11 million unfavorable impact from hyperinflation in the Argentinian subsidiary.

​

​

​

Fiscal Year

​

​

​

​

​

​

​

​

​

​

​

​

​

Americas

​

​

2023

​

​

2022

​

​

$ Change

​

​

% Change

​

Net sales

​

​

​

$

1,531

​

​

​

​

$

1,909

​

​

​

​

$

(378)

​

​

​

​

​

(20)%

​

​

Operating income

​

​

​

$

81

​

​

​

​

$

152

​

​

​

​

$

(71)

​

​

​

​

​

(47)%

​

​

Net sales:   The net sales decline is primarily attributed to decreased selling prices of $237 million due to the pass through of lower resin prices and a 9% organic volume decline, partially offset by a $28 million favorable impact from foreign currency. The volume decline is primarily attributed to general market softness and customer destocking.

Operating Income:   The operating income decrease is primarily attributed to a $22 million unfavorable impact from price cost spread, a $29 million decrease from the organic volume decline, a $12 million increase in business integration expense and a $7 million unfavorable impact from foreign currency changes.

​

​

​

Fiscal Year

​

​

​

​

​

​

​

​

​

​

​

​

​

Rest of World

​

​

2023

​

​

2022

​

​

$ Change

​

​

% Change

​

Net sales

​

​

​

$

744

​

​

​

​

$

894

​

​

​

​

$

(150)

​

​

​

​

​

(17)%

​

​

Operating income

​

​

​

$

(12)

​

​

​

​

$

20

​

​

​

​

$

(32)

​

​

​

​

​

(160)%

​

​

Net sales:   The net sales decline is primarily attributed to decreased selling prices of $66 million due to the pass through of lower resin prices, a 7% organic volume decline and a $21 million unfavorable impact from foreign currency. The volume decline is primarily attributed to general market softness and customer destocking.

Operating Income:   The operating income decrease is primarily attributed to a $23 million unfavorable impact from price cost spread and a $7 million decrease from the organic volume decline.

​

​

​

Fiscal Year

​

​

​

​

​

​

​

​

​

​

​

​

​

Other expense, net

​

​

2023

​

​

2022

​

​

$ Change

​

​

% Change

​

Other expense, net

​

​

​

$

(3)

​

​

​

​

$

16

​

​

​

​

$

(19)

​

​

​

​

​

(119)%

​

​

The Other expense decrease is primarily attributed to foreign currency changes related to the remeasurement of non-operating intercompany balances.

​

​

​

Fiscal Year

​

​

​

​

​

​

​

​

​

​

​

​

​

Comprehensive Income

​

​

2023

​

​

2022

​

​

$ Change

​

​

% Change

​

Comprehensive Income

​

​

​

$

104

​

​

​

​

$

44

​

​

​

​

$

60

​

​

​

​

​

136%

​

​

The increase in comprehensive income is primarily attributed to a $141 million favorable change in currency translation and a $81 million decrease in net income. Currency translation changes are primarily related to non-U.S. subsidiaries with a functional currency other than the U.S. dollar whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation was primarily attributed to locations utilizing the euro, Brazilian real and Chinese renminbi as their functional currency.

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Discussion of Results of Operations for Fiscal 2022 Compared to Fiscal 2021

Spinco’s U.S. based results for fiscal 2022 and fiscal 2021 are based on a 52- and 53-week period, respectively. Business integration expenses consist of restructuring and impairment charges, divestiture related costs and other business optimization costs. Tables present dollars in millions.

​

​

​

Fiscal Year

​

​

​

​

​

​

​

​

​

​

​

​

​

Consolidated Overview

​

​

2022

​

​

2021

​

​

$ Change

​

​

% Change

​

Net sales

​

​

​

$

2,803

​

​

​

​

$

2,827

​

​

​

​

$

(24)

​

​

​

​

​

(1)%

​

​

Operating income

​

​

​

$

172

​

​

​

​

$

353

​

​

​

​

$

(181)

​

​

​

​

​

(51)%

​

​

Net sales:   The net sales decline is primarily attributed to a 3% organic volume decline, a $49 million unfavorable impact from foreign currency and a $42 million unfavorable impact from extra shipping days in the prior year, partially offset by increased selling prices of $157 million due to the pass through of inflation. The volume decline is primarily attributed to the moderation of advantaged products related to the COVID-19 pandemic.

Operating Income:   The operating income decrease is primarily attributed to a $157 million unfavorable impact from price cost spread, a $12 million decrease from the organic volume decline, an $8 million unfavorable impact from foreign currency changes and an $8 million unfavorable impact from extra shipping days in the prior year partially offset by a $9 million decrease in selling, general and administrative expense.

​

​

​

Fiscal Year

​

​

​

​

​

​

​

​

​

​

​

​

​

Americas

​

​

2022

​

​

2021

​

​

$ Change

​

​

% Change

​

Net sales

​

​

​

$

1,909

​

​

​

​

$

1,894

​

​

​

​

$

15

​

​

​

​

​

1%

​

​

Operating income

​

​

​

$

152

​

​

​

​

$

265

​

​

​

​

$

(113)

​

​

​

​

​

(43)%

​

​

Net sales:   The net sales increase is primarily attributed to increased selling prices of $77 million due to the pass through of inflation and a $14 million favorable impact from foreign currency changes, partially offset by a 3% organic volume decline and a $28 million unfavorable impact from extra days in the prior year. The volume decline is primarily attributed to moderation of advantaged products related to the COVID-19 pandemic.

Operating Income:   The operating income decrease is primarily attributed to a $100 million unfavorable impact from price cost spread and an $8 million decrease from the volume decline.

​

​

​

Fiscal Year

​

​

​

​

​

​

​

​

​

​

​

​

​

Rest of World

​

​

2022

​

​

2021

​

​

$ Change

​

​

% Change

​

Net sales

​

​

​

$

894

​

​

​

​

$

933

​

​

​

​

$

(39)

​

​

​

​

​

(4)%

​

​

Operating income

​

​

​

$

20

​

​

​

​

$

88

​

​

​

​

$

(68)

​

​

​

​

​

(77)%

​

​

Net sales:   The net sales decline is primarily attributed to a $63 million unfavorable impact from foreign currency, a 5% organic volume decline and a $14 million unfavorable impact from extra days in the prior year, partially offset by increased selling prices of $80 million due to the pass through of inflation. The volume decline is primarily attributed to the moderation of advantaged products related to the COVID-19 pandemic.

Operating Income:   The operating income decrease is primarily attributed to a $56 million unfavorable impact from price cost spread, and a $13 million unfavorable impact from foreign currency changes partially offset by a $7 million decrease in selling, general and administrative expense.

​

​

​

Fiscal Year

​

​

​

​

​

​

​

​

​

​

​

​

​

Other expense, net

​

​

2022

​

​

2021

​

​

$ Change

​

​

% Change

​

Other expense, net

​

​

​

$

16

​

​

​

​

$

4

​

​

​

​

$

12

​

​

​

​

​

300%

​

​

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The Other expense increase is primarily attributed to foreign currency changes related to the remeasurement of non-operating intercompany balances.

​

​

​

Fiscal Year

​

​

​

​

​

​

​

​

​

​

​

​

​

Comprehensive Income

​

​

2022

​

​

2021

​

​

$ Change

​

​

% Change

​

Comprehensive Income

​

​

​

$

44

​

​

​

​

$

337

​

​

​

​

$

(293)

​

​

​

​

​

(87)%

​

​

The decrease in comprehensive income is primarily attributed to a $102 million unfavorable change in currency translation and a $191 million decrease in net income. Currency translation losses are primarily related to non-U.S. subsidiaries with a functional currency other than the U.S. dollar whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation was primarily attributed to locations utilizing the euro, Brazilian real and Chinese renminbi as their functional currency.

Liquidity and Capital Resources

Spinco manages its global cash requirements considering (i) available funds among the many subsidiaries through which it conducts its business, (ii) the geographic location of its liquidity needs and (iii) the cost to access international cash balances.

Cash Flows from Operating Activities

Net cash provided by operating activities decreased $65 million during the three quarterly periods ended June 29, 2024, primarily attributed to higher then targeted working capital levels.

Net cash provided by operating activities decreased $67 million from fiscal 2022 to fiscal 2023 primarily attributed to lower net income from operations after excluding the impact of non-cash items, partially offset by improved levels of working capital as inventory levels continued to normalize from fiscal 2021 highs.

Net cash provided by operating activities decreased $56 million from fiscal 2021 to fiscal 2022 primarily attributed to lower income from operations after excluding the impact of non-cash items, partially offset by improved levels of working capital compared to fiscal 2021 which required higher levels of inventory due to global supply chain disruptions.

Cash Flows from Investing Activities

Net cash used in investing activities improved $41 million during the three quarterly periods ended June 29, 2024, primarily attributed to the settlement of short term marketable securities and lower capital investments.

Net cash used in investing activities increased $16 million from fiscal 2022 to fiscal 2023 primarily due to fewer additions to property, plant and equipment, offset by change in other investments.

Net cash used in investing activities decreased $37 million from fiscal 2021 to fiscal 2022 primarily due to fewer additions to property, plant and equipment.

Cash Flows from Financing Activities

Net cash used in financing activities improved $66 million during the three quarterly periods ended June 29, 2024, primarily attributed to lower net transfers to Xxxxx.

Net cash used in financing activities decreased $6 million from fiscal 2022 to fiscal 2023 primarily attributed to lower net transfers from Xxxxx.

Net cash used in financing activities decreased $33 million from fiscal 2021 to fiscal 2022 primarily attributed to lower net transfers from Xxxxx.

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Free Cash Flow

Spinco defines “free cash flow” as cash flow from operating activities less net additions to property, plant and equipment. Based on this definition, Spinco’s combined free cash flow for the YTD and Prior YTD, as well as fiscal 2023, fiscal 2022 and fiscal 2021 is summarized as follows:

​

​

​

Three Quarterly Periods Ended

​

​

​

​

June 29, 2024

​

​

July 1, 2023

​

Cash flow from operating activities

​

​

​

$

31

​

​

​

​

$

96

​

​

Additions to property, plant and equipment, net

​

​

​

​

(56)

​

​

​

​

​

(68)

​

​

Free cash flow

​

​

​

$

(25)

​

​

​

​

$

28

​

​

​

​

​

Fiscal years ended

​

​

​

​

September 30, 2023

​

​

October 1, 2022

​

​

October 2, 2021

​

Cash flow from operating activities

​

​

​

$

257

​

​

​

​

$

324

​

​

​

​

$

380

​

​

Additions to property, plant and equipment, net

​

​

​

​

(88)

​

​

​

​

​

(104)

​

​

​

​

​

(131)

​

​

Free cash flow

​

​

​

$

169

​

​

​

​

$

220

​

​

​

​

$

249

​

​

Spinco uses free cash flow as a supplemental measure of liquidity as it assists management in assessing Spinco’s ability to fund growth through generation of cash. Free cash flow may be calculated differently by other companies, including other companies in Spinco’s industry or peer group, limiting its usefulness on a comparative basis. Free cash flow is not a financial measure presented in accordance with generally accepted accounting principles (“GAAP”) and should not be considered as an alternative to any other measure determined in accordance with GAAP. See “Non-GAAP Financial Measures.”

Cash Requirements Under the Separation Agreement

The Separation Agreement requires that Spinco make, on or before the Initial Spin, the Special Cash Payment to BGI which is a cash payment in an amount equal to the sum of (a) all of the proceeds of the Spinco Financing, (b) plus (i) the amount, if any, by which the cash and cash equivalents of Spinco as of immediately before the making of the Special Cash Payment exceeds the Minimum Cash Amount of $214 million, or minus (ii) the amount, if any, by which the Minimum Cash Amount exceeds the cash and cash equivalents of Spinco as of immediately before the making of the Special Cash Payment minus (c) the aggregate amount of the payoff letters setting forth the amount required to pay the indebtedness of Xxxxxxxxxx minus (d) the aggregate amount required to pay the transaction expenses of Xxxxx, Spinco and Xxxxxxxxxx.

The Separation Agreement also requires that immediately prior to the Spinco Distribution, Xxxxx will cause Spinco to have at least 38 days of net working capital (excluding cash and cash equivalents), calculated in a manner consistent with Xxxxx’x historical calculation of working capital days (excluding the impact of income tax accounts). If, as of the Spinco Distribution, Spinco has less than 38 days of net working capital, then no later than the 30th day following the Closing, Xxxxx shall pay Spinco an amount in cash equal (a) to the number of such days without working capital multiplied by (b) $7 million.

Liquidity Outlook

At June 29, 2024, Spinco’s cash balance was $176 million, which was primarily located outside the U.S. Management believes Spinco’s existing U.S. based cash and cash flow from U.S. operations, together with available borrowings under its senior secured credit facilities, will be adequate to meet its short-term and long-term liquidity needs with the exception of funds needed to cover all long-term debt obligations, which management intends to refinance prior to maturity. Spinco has the ability to repatriate the cash located outside the U.S. to the extent not needed to meet operational and capital needs without significant restrictions.

Spinco’s unremitted foreign earnings were $472 million at the end of fiscal 2023. The computation of the deferred tax liability associated with unremitted earnings is not practicable.

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Additionally, as a condition to the consummation of the Transactions, the Xxxxx Board is expected to receive a solvency opinion from an independent appraisal firm as to (1) the solvency of Spinco, and (2) the solvency and surplus of Xxxxx, in each case after giving effect to the Special Cash Payment, the consummation of the Initial Spin and the consummation for the Spinco Distribution (with the terms “solvency” and “surplus” having the meanings assigned thereto under Delaware law). While the Solvency Opinion will be solely for the benefit of the Xxxxx Board in connection with Spinco Distribution, Spinco anticipates that, should the conditions related to the Solvency Opinion be satisfied, the Solvency Opinion will substantiate Spinco’s belief that its existing and future U.S. based cash and cash flow from U.S. operations will be adequate to meet its short-term and long-term liquidity needs.

Critical Accounting Policies and Estimates

Spinco discloses those accounting policies that management considers to be significant in determining the amounts to be utilized for communicating its combined financial position, results of operations and cash flows in the first note to its combined financial statements included elsewhere herein. This discussion and analysis of Spinco’s financial condition and results of operations are based on its combined financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with these principles requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results may differ from these estimates under different assumptions or conditions.

Goodwill.   Spinco reviews goodwill for impairment annually or when events and circumstances indicate an impairment may have occurred. This will be completed on the first day of the fourth fiscal quarter. Spinco completes a qualitative impairment assessment if Xxxxxx concludes that it is not more likely than not that goodwill is impaired. If Spinco concludes based on the qualitative assessment that it is more likely than not that goodwill is impaired, Spinco quantitatively determines the fair value. For 2023, Spinco completed a quantitative test to evaluate impairment of goodwill to determine if the carrying value of any reporting unit exceeded its fair value. Spinco utilizes a discounted cash flow analysis (income approach) in combination with a comparative company market approach to determine the fair value of each reporting unit. Using the quantitative approach, Spinco makes various estimates and assumptions in determining the estimated fair value of each reporting unit. Management judgment is involved in estimating these variables, and they include uncertainties since they are forecasting future events.

Assumptions inherent in the valuation methodologies include estimates of future projected business results, long-term growth rates and the weighted-average cost of capital. Management performed sensitivity analyses by using a range of inputs to confirm the reasonableness of long-term growth rate and weighted average cost of capital estimates. Significant assumptions utilized in the impairment analysis included the weighted-average cost of capital, ranging between 10.5% and 11.0%, and terminal growth rate of 3% for each reporting unit. For further information, see Note 1. Basis of Presentation and Summary of Significant Accounting Policies.

After the completion of the quantitative test, Spinco determined that the fair value of each of its reporting units was greater than the carrying value. Future declines in Spinco’s peer company and Spinco’s market capitalizations and total enterprise value along with lower valuation market multiples or significant declines in operating performance could impact future impairment tests or may require a more frequent assessment.

Spinco’s goodwill, fair value and carrying value of its reporting units are as follows:

​

​

​

Fair Value July 1, 2023

​

​

Carrying Value July 1, 2023

​

​

Cushion July 1, 2023

​

Americas

​

​

​

$

2,050

​

​

​

​

$

1,749

​

​

​

​

$

301

​

​

Rest of World

​

​

​

​

950

​

​

​

​

​

866

​

​

​

​

​

84

​

​

Deferred Taxes and Effective Tax Rates.   Spinco estimates the effective tax rate (“ETR”) and associated liabilities or assets for each of its legal entities in accordance with authoritative guidance. Spinco utilizes tax planning to minimize or defer tax liabilities to future periods. In recording ETRs and related liabilities and assets, management relies upon estimates, which are based upon interpretations of U.S. and local tax laws as

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they apply to Spinco’s legal entities and its overall tax structure. Audits by local tax jurisdictions, including the U.S. Government, could yield different interpretations from Spinco management’s own and cause Spinco to owe more taxes than originally recorded. See Note 1. Basis of Presentation and Summary of Significant Accounting Policies and Note 5. Income Taxes.

Quantitative And Qualitative Disclosures About Market Risk

Foreign Currency Risk

As a global company, Spinco faces foreign currency risk exposure from fluctuating currency exchange rates, primarily the U.S. dollar against the euro and Brazilian real. Significant fluctuations in currency rates can have a substantial impact, either positive or negative, on Spinco’s revenue, cost of sales and operating expenses. Currency translation gains and losses are primarily related to non-U.S. subsidiaries with a functional currency other than U.S. dollars whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates and impact Spinco’s Comprehensive income. A 10% decline in foreign currency exchange rates would have had a $4 million unfavorable impact on fiscal 2023 Net income.

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THE TRANSACTIONS

Overview

On February 6, 2024, Xxxxxxxxxx and the Merger Subs entered into certain definitive agreements with Xxxxx and Spinco, which are described in greater detail in this document. Pursuant to the definitive agreements and subject to the terms and conditions contained therein, among other things, (1) Xxxxx will transfer the HHNF Business to Spinco (the Separation), (2) Spinco will make a cash distribution to Xxxxx equal to all of the proceeds of the Spinco Financing, after taking into account certain adjustments to calculate the Special Cash Payment, including for the approximately $2,053 million of existing debt of the HHNF Business to be assumed by the Spinco Group and other adjustments (the Special Cash Payment), (3) Xxxxx will distribute to its stockholders all of the issued and outstanding shares of Spinco common stock held by Xxxxx on the Spinco Distribution Date (and following the Initial Spin) by way of a Spin-Off (the Spinco Distribution), (4) Xxxxxxxxxx will amend the Existing Xxxxxxxxxx Charter to, among other things, effect a reverse stock split of all of the issued and outstanding shares of Glatfelter common stock and increase the number of authorized shares of Xxxxxxxxxx common stock and (5) First Merger Sub will be merged with and into Spinco, whereby the separate corporate existence of First Merger Sub will cease and Spinco will continue as the surviving corporation and a direct wholly owned subsidiary of Glatfelter, immediately following which, Spinco will be merged with and into Second Merger Sub, with Second Merger Sub being the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter (the Merger). The Transactions are structured as a Reverse Xxxxxx Trust-type transaction. This structure was chosen because, among other things, it provides a tax-efficient method to combine Xxxxxxxxxx and the HHNF Business. Prior to the Closing, Xxxxx will seek to obtain a private letter ruling from the IRS that the transactions (including the Separation and the Spinco Distribution) will qualify as a tax-free reorganization under the Code.

As a result of the First Merger, the issued and outstanding shares of Spinco common stock as of immediately prior to the First Effective Time (except for any such shares of Spinco common stock held by Spinco as treasury stock or by any other Spinco Entity, which, in each case, following the Spinco Distribution and immediately prior to the First Effective Time will be canceled and will cease to exist and no stock or other consideration will be issued or delivered in exchange therefor) will automatically convert into the right to receive shares of Xxxxxxxxxx common stock. Immediately following the First Effective Time, approximately 90% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis are expected to be held by holders of Spinco common stock as of immediately prior to the First Effective Time and approximately 10% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis are expected to be held by holders of Xxxxxxxxxx common stock as of immediately prior to the First Effective Time (in each case, excluding any overlaps in the pre-Merger Xxxxxxxxxx shareholder and Xxxxx stockholder bases). Shares of Xxxxxxxxxx common stock will continue to be traded publicly on the NYSE, and Glatfelter will use commercially reasonable efforts to cause the shares of Xxxxxxxxxx common stock to be issued in the Merger to be approved for listing on the NYSE under the symbol “MAGN”.

On the Closing Date, Xxxxx will distribute 100% of the shares of Spinco common stock to Xxxxx stockholders on a pro rata basis. Prior to the Spinco Distribution Date, the Xxxxx Board will, in accordance with applicable law, establish (or designate a committee of the Xxxxx Board to establish) the Distribution record date to allow the Spinco Distribution to occur as promptly as practicable and any appropriate procedures in connection with a Spin-Off. Each record holder of Xxxxx common stock on the Distribution record date (other than Xxxxx or any member of the Xxxxx Group) will be entitled to receive for each share of Xxxxx common stock held by such record holder as of the Distribution record date a number of shares of Spinco common stock equal to the total number of shares of Spinco common stock held by Xxxxx on the Spinco Distribution Date (and following the Initial Spin), multiplied by a fraction, the numerator of which is the number of shares of Xxxxx common stock held by such record holder as of the Distribution record date and the denominator of which is the total number of shares of Xxxxx common stock outstanding on the Distribution record date (for the avoidance of doubt, excluding shares held by any member of the Xxxxx Group or the Spinco Group).

Transaction Steps

Below is a step-by-step list illustrating the material events relating to the Separation, the Spinco Distribution and the Merger. Each of these events, as well as any conditions to their completion, is discussed

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in more detail elsewhere in this document. Xxxxx and Xxxxxxxxxx anticipate that the Separation, the Spinco Distribution and the Merger will occur in the following order:

Step #1 — The Separation.   Prior to the Spinco Distribution and the Merger, Xxxxx will assign, transfer, convey and deliver (or will cause each of its applicable subsidiaries to assign, transfer, convey and deliver) to Spinco or the applicable member(s) of the Spinco Group, which Spinco or the applicable member(s) of the Spinco Group will accept, all of Xxxxx’x and its applicable subsidiaries respective right, title and interest in and to certain assets and liabilities constituting the HHNF Business and will cause the members of the Spinco Group to assign, transfer, convey and deliver to Xxxxx or one or more of its other subsidiaries designated by Xxxxx (other than any member of the Spinco Group), and Xxxxx or such other subsidiaries will accept from such applicable members of the Spinco Group, the direct or indirect right, title and interest in and to certain excluded assets and excluded liabilities in order to separate the HHNF Business, in each case, as set forth in and subject to the terms and conditions of the Separation Agreement. The Separation Agreement further provides for various continuing relationships between Xxxxx and the Spinco Group. See “The Separation and Distribution Agreement — The Separation” for further description of the Separation.

Step #2 — Special Cash Payment.   Prior to the First Effective Time, and as a condition to the Spinco Distribution, Spinco will make the Special Cash Payment to Xxxxx of approximately $1.1 billion, subject to adjustment, which is a cash distribution to Xxxxx in an amount equal to the sum of (a) all of the proceeds of the Spinco Financing, (b) plus (i) the amount, if any, by which the cash and cash equivalents of Spinco as of immediately before the making of the Special Cash Payment exceeds the Minimum Cash Amount, or minus (ii) the amount, if any, by which the Minimum Cash Amount exceeds the cash and cash equivalents of Spinco as of immediately before the making of the Special Cash Payment, minus (c) the aggregate amount of the payoff letters setting forth the amount required to pay the indebtedness of Xxxxxxxxxx, minus (d) the aggregate amount required to pay the transaction expenses of Xxxxx, Spinco and Xxxxxxxxxx. The Special Cash Payment constitutes the consideration that Xxxxx will receive in connection with the Closing. See “The Separation and Distribution Agreement — The Separation — Special Cash Payment and Post-Closing Payments” for further description of adjustments to the Special Cash Payment.

Step #3 — Initial Spin.   Following the Separation and prior to the Spinco Distribution, BGI will distribute all of the issued and outstanding shares of Spinco common stock to Xxxxx.

Step #4 — The Spinco Distribution.   On the Closing Date, Xxxxx will distribute 100% of the shares of Spinco common stock to Xxxxx stockholders on a pro rata basis. Prior to the Spinco Distribution Date, the Xxxxx Board will, in accordance with applicable law, establish (or designate a committee of the Xxxxx Board to establish) the Distribution record date to allow the Spinco Distribution to occur as promptly as practicable and any appropriate procedures in connection with a Spin-Off. Each record holder of Xxxxx common stock on the Distribution record date (other than Xxxxx or any member of the Xxxxx Group) will be entitled to receive for each share of Xxxxx common stock held by such record holder as of the Distribution record date a number of shares of Spinco common stock equal to the total number of shares of Spinco common stock held by Xxxxx on the Spinco Distribution Date (and following the Initial Spin), multiplied by a fraction, the numerator of which is the number of shares of Xxxxx common stock held by such record holder as of the Distribution record date and the denominator of which is the total number of shares of Xxxxx common stock outstanding on the Distribution record date (for the avoidance of doubt, excluding shares held by any member of the Xxxxx Group or the Spinco Group). See “The Separation and Distribution Agreement — The Spinco Distribution” for further description of the Spinco Distribution.

Step #5 — The Existing Xxxxxxxxxx Charter Amendment.   On the Closing Date and prior to the First Effective Time, Xxxxxxxxxx will amend its Existing Xxxxxxxxxx Charter, to, among other things, (a) effect a reverse stock split of all of the issued and outstanding Xxxxxxxxxx common stock at a reverse stock split ratio to be determined by Xxxxx and Xxxxxxxxxx, and (b) increase the number of authorized shares of Glatfelter common stock from 120,000,000 shares to 240,000,000 shares. The Xxxxxxxxxx Amended Charter will be the articles of incorporation of Xxxxxxxxxx until duly amended as provided therein or by applicable law.

Step #6 — The Merger.   Immediately after the Spinco Distribution, First Merger Sub will be merged with and into Spinco, whereby the separate corporate existence of First Merger Sub will cease and Spinco will continue as the surviving corporation and a direct wholly owned subsidiary of Glatfelter, immediately following which, Spinco will be merged with and into Second Merger Sub, with Second Merger Sub being the

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surviving limited liability company and a direct wholly owned subsidiary of Glatfelter. As a result of the First Merger, the issued and outstanding shares of Spinco common stock as of immediately prior to the First Effective Time (except for any such shares of Spinco common stock held by Spinco as treasury stock or by any other Spinco Entity, which, in each case, following the Spinco Distribution and immediately prior to the First Effective Time will be canceled and will cease to exist and no stock or other consideration will be issued or delivered in exchange therefor) will automatically convert into the right to receive shares of Xxxxxxxxxx common stock, such that immediately following the First Effective Time, approximately 90% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis are expected to be held by holders of Spinco common stock as of immediately prior to the First Effective Time and approximately 10% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis are expected to be held by Xxxxxxxxxx shareholders as of immediately prior to the First Effective Time (in each case, excluding any overlaps in the pre-Merger Xxxxxxxxxx shareholder and Xxxxx stockholder bases). The foregoing are subject to certain conditions to their completion. See “The Separation and Distribution Agreement — Conditions to the Separation,” “The Separation and Distribution Agreement — Conditions to the Spinco Distribution” and “The RMT Transaction Agreement — Conditions to the Merger.”

Set forth below are diagrams that graphically illustrate the existing corporate structure, the corporate structure immediately following the Separation but before the Spinco Distribution and the Merger, the corporate structure immediately following the Separation and Spinco Distribution but before the Merger and the corporate structure immediately following the completion of the Merger. The following diagrams are simplified corporate structure charts and do not contemplate the complete structure of Xxxxxxxxxx or Xxxxx.

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The Separation and the Spinco Distribution

The Separation

Xxxxx will assign, transfer, convey and deliver (or will cause each of its applicable subsidiaries to assign, transfer, convey and deliver) to Spinco or the applicable member(s) of the Spinco Group, which Spinco or the applicable member(s) of the Spinco Group will accept, all of Xxxxx’x and its applicable subsidiaries respective right, title and interest in and to certain assets and liabilities constituting the HHNF Business and will cause the members of the Spinco Group to assign, transfer, convey and deliver to Xxxxx or one or more of its other subsidiaries designated by Xxxxx (other than any member of the Spinco Group), and Xxxxx or such other subsidiaries will accept from such applicable members of the Spinco Group, the direct or indirect right, title and interest in and to certain excluded assets and excluded liabilities in order to separate the HHNF Business, in each case, as set forth in and subject to the terms and conditions of the Separation Agreement. In exchange, Spinco will make the Special Cash Payment to Xxxxx, which is a cash distribution to Xxxxx equal to all of the proceeds of the Spinco Financing, after taking into account certain adjustments to calculate the Special Cash Payment, including for the approximately $2,053 million of existing debt of the HHNF Business to be assumed by the Spinco Group and other adjustments.

The Spinco Distribution

On the Closing Date, Xxxxx will effect the Spinco Distribution by distributing 100% of the shares of Spinco common stock to Xxxxx stockholders on a pro rata basis. Each record holder of Xxxxx common stock on the Distribution record date (other than Xxxxx or any member of the Xxxxx Group) will be entitled to receive for each share of Xxxxx common stock held by such record holder as of the Distribution record date a number of shares of Spinco common stock equal to the total number of shares of Spinco common stock held by Xxxxx on the Spinco Distribution Date (and following the Initial Spin), multiplied by a fraction, the numerator of which is the number of shares of Xxxxx common stock held by such record holder as of the Distribution record date and the denominator of which is the total number of shares of Xxxxx common stock outstanding on the Distribution record date (for the avoidance of doubt, excluding shares held by any member of the Xxxxx Group or the Spinco Group). Prior to the Spinco Distribution Date, the Xxxxx Board will, in accordance with applicable law, establish (or designate a committee of the Xxxxx Board to establish) the Distribution record date to allow the Spinco Distribution to occur as promptly as practicable and any appropriate procedures in connection with a Spin-Off. Xxxxx stockholders will not be required to take any action to receive shares of Spinco common stock in the Spinco Distribution effected as a Spin-Off.

Upon the consummation of the Spinco Distribution, Xxxxx will irrevocably deliver to the Transfer Agent or Distribution Agent, as applicable, a book-entry authorization representing the shares of Spinco common stock being distributed in the Spinco Distribution for the account of Xxxxx stockholders that are entitled thereto. The Distribution Agent will hold such book-entry shares for the account of Xxxxx stockholders pending the Merger, as provided in the RMT Transaction Agreement.

The Merger

Immediately following the consummation of the Spinco Distribution, pursuant to which and in accordance with the terms and conditions of the RMT Transaction Agreement and in accordance with the DGCL, at the First Effective Time, First Merger Sub will merge with and into Spinco. As a result of the First Merger, the separate corporate existence of First Merger Sub will cease and Spinco will continue as the surviving corporation and a direct wholly owned subsidiary of Glatfelter. Pursuant to the terms of the RMT Transaction Agreement and in accordance with the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”), immediately following the First Merger and at the Second Effective Time, Spinco will merge with and into Second Merger Sub. As a result of the Second Merger, the separate corporate existence of Spinco will cease and Second Merger Sub will continue as the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter.

Completion of the Merger is subject to the satisfaction or waiver of certain closing conditions, see “The RMT Transaction Agreement — Conditions to the Merger” for further information.

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Calculation of the Merger Consideration

The RMT Transaction Agreement provides that, at the First Effective Time, each issued and outstanding share of Spinco common stock immediately prior to the First Effective Time (except for any such shares of Spinco common stock held by Spinco as treasury stock or by any other Spinco Entity, which, in each case, following the Spinco Distribution and immediately prior to the First Effective Time will be canceled and will cease to exist and no stock or other consideration will be issued or delivered in exchange therefor) will automatically convert into the right to receive a number of shares of Xxxxxxxxxx common stock such that each holder of record of shares of Spinco common stock immediately prior to the First Effective Time will have the right to receive, in the aggregate, a number of shares of Xxxxxxxxxx common stock equal to the product of (a) the total number of shares of Spinco common stock held of record by such holder immediately prior to the First Effective Time, multiplied by (b) the Exchange Ratio (the “Merger Consideration”); provided, however, that each holder will receive a cash payment in lieu of fractional shares of Xxxxxxxxxx common stock.

As described in the RMT Transaction Agreement, the “Exchange Ratio” means the (i)(A) the number of outstanding shares of Xxxxxxxxxx common stock as of immediately prior to the First Effective Time on a fully diluted, as converted and as exercised basis in accordance with the treasury stock method (including shares of Xxxxxxxxxx common stock underlying outstanding options and any other outstanding securities or obligations of Xxxxxxxxxx and its subsidiaries convertible into or exercisable for shares of Xxxxxxxxxx common stock, but excluding options and other equity awards that are to be settled in Xxxxxxxxxx common stock (assuming target level performance), in each case that have been granted pursuant to Xxxxxxxxxx stock plans and are, as of the First Effective Time, out-of-the-money), multiplied by (B) the quotient of 90 divided by 10, divided by (ii) the number of shares of Spinco common stock issued and outstanding immediately prior to the First Effective Time.

The calculation of the Merger Consideration as set forth in the RMT Transaction Agreement is expected to result in holders of Spinco common stock as of immediately prior to the First Effective Time collectively holding approximately 90% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis immediately following the First Effective Time (in each case, excluding any overlaps in the pre-Merger Xxxxxxxxxx shareholder and Xxxxx stockholder bases).

The RMT Transaction Agreement provides that, at the Second Effective Time, each share of common stock of the First Merger Surviving Corporation issued and outstanding immediately prior to the Second Effective Time will be converted into one limited liability company interest of the Surviving Entity, which will constitute the only outstanding limited liability company interests of the Surviving Entity immediately following the Second Effective Time.

No fractional shares of Xxxxxxxxxx common stock will be issued upon the conversion of shares of Spinco common stock. All fractional shares of Xxxxxxxxxx common stock that a holder of shares of Spinco common stock would otherwise be entitled to receive as a result of the Merger will be aggregated by the Exchange Agent. The Exchange Agent will cause the whole shares obtained thereby to be sold on behalf of such holders of shares of Spinco common stock that would otherwise be entitled to receive such fractional shares of Xxxxxxxxxx common stock pursuant to the Merger, in the open market or otherwise as reasonably directed by Xxxxxxxxxx, in each case at then-prevailing market prices, as promptly as reasonably practicable and in no case later than 10 business days after the First Effective Time. The Exchange Agent will make available the net proceeds thereof, after deducting any required withholding taxes and brokerage charges, commissions and transfer taxes, on a pro rata basis, without interest, as soon as practicable to the holders of Spinco common stock that would otherwise be entitled to receive such fractional shares of Xxxxxxxxxx common stock pursuant to the Merger.

The Exchange Ratio and any other similarly dependent items will be adjusted to reflect fully the appropriate effect of any stock split, split-up, reverse stock split, stock dividend or distribution of common stock or other capital stock of Xxxxxxxxxx, Xxxxxxxxxx common stock or Spinco common stock, as applicable, or securities convertible into any such securities, reorganization, recapitalization, reclassification or other like change with respect to common stock or other capital stock of Xxxxxxxxxx, Xxxxxxxxxx common stock or Spinco common stock, as applicable, having a record date occurring on or after the date of the RMT Transaction Agreement and prior to the Second Effective Time, other than (a) in the case of Spinco common

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stock, to the extent contemplated in the Separation Agreement (including the Separation or in connection with any Spin-Off or Exchange Offer, where Xxxxx is entitled to cause the number of outstanding shares of Spinco common stock to be an amount that it determines in its sole and absolute discretion), and (b) in the case of Xxxxxxxxxx common stock, to the extent contemplated by the Xxxxxxxxxx Amended Charter; provided, that none of the foregoing will be construed to permit Xxxxxxxxxx, Xxxxx or Spinco to take any action with respect to its securities that is prohibited by the terms of the RMT Transaction Agreement.

Trading Markets

Xxxxx Common Stock

Xxxxx common stock is listed on the NYSE under the symbol “BERY”. In the Spinco Distribution, Berry will distribute to its stockholders, all of the issued and outstanding shares of Spinco common stock, which will automatically convert into the right to receive a number of shares of Xxxxxxxxxx common stock in the First Merger. Xxxxx stockholders will not be required to take any action, surrender any shares of Xxxxx common stock or pay any consideration to receive shares of Spinco common stock in the Spinco Distribution. Upon completion of the First Merger, holders of Xxxxx common stock that received shares of Spinco common stock in the Spinco Distribution will own approximately 90% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis, excluding any overlaps in the pre-Merger Xxxxxxxxxx shareholder and Xxxxx stockholder bases. Shares of Xxxxx common stock will continue to be traded publicly on the NYSE.

Spinco Common Stock

There currently is no trading market for Spinco common stock and no trading market will develop as a result of the Transactions.

Xxxxxxxxxx Common Stock

Xxxxxxxxxx common stock is listed on the NYSE under the symbol “GLT”. Upon completion of the Transactions, holders of Xxxxxxxxxx common stock as of immediately prior to the First Effective Time will own approximately 10% of the outstanding shares of Xxxxxxxxxx common stock on a fully diluted basis, excluding any overlaps in the pre-Merger Xxxxxxxxxx shareholder and Xxxxx stockholder bases. Shares of Xxxxxxxxxx common stock will continue to be traded publicly on the NYSE, and Glatfelter will use commercially reasonable efforts to cause the shares of Xxxxxxxxxx common stock to be issued in the Merger to be approved for listing on the NYSE.

Background of the Transactions

As part of their ongoing consideration and evaluation of Xxxxxxxxxx’x long-term prospects and strategies, the Xxxxxxxxxx Board and management regularly review the performance, strategy, competitive position, opportunities and prospects of Xxxxxxxxxx in light of the then-current business and economic environments. The Xxxxxxxxxx Board and management also monitor developments in the engineered materials manufacturing sector and the industries Glatfelter supplies, as well as the opportunities and challenges facing participants in those industries. In addition, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx’x Chief Executive Officer, regularly engages in discussions with the chief executive officers of other companies in Xxxxxxxxxx’x industry and reports those discussions to Xxxxx Xxxxxxx, the Non-Executive Chair of the Xxxxxxxxxx Board, as well as the full Xxxxxxxxxx Board.

In 2022, Xxxxxxxxxx began its turnaround strategy, in conjunction with the appointment of Xx. Xxxxxxxxx as the new Chief Executive Officer of Xxxxxxxxxx, in an effort to optimize Xxxxxxxxxx’x portfolio, improve margins, reduce fixed costs, improve operational effectiveness and return Xxxxxxxxxx to profitability. In connection with such general consideration and evaluation, as well as the turnaround strategy, the Xxxxxxxxxx Board and management have, among other things, considered a range of potential strategic alternatives aimed at maximizing Xxxxxxxxxx shareholder value. The range of potential strategic alternatives that have been considered include, but are not limited to, business combinations, divestitures of non-core businesses and other strategic transactions, as well as the potential to remain an independent, stand-alone company. X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) assisted Xxxxxxxxxx with this review of strategic alternatives as

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Xxxxxxxxxx’x financial advisor. Xxxxxxxxxx selected X.X. Xxxxxx as its financial advisor due to Xxxxxxxxxx’x prior experience working with X.X. Xxxxxx on strategic transactions, and its belief that X.X. Xxxxxx had extensive experience advising companies in the specialty materials industry as well as significant experience providing strategic and financial advisory services in comparable transactions.

As part of his general review, on July 7, 2023, Xx. Xxxxxxxxx contacted X.X. Xxxxxx to better understand Xxxxx’x long-term perspective with respect to the HHNF Business. During this discussion, Xx. Xxxxxxxxx authorized X.X. Xxxxxx to contact Xxxxx to generally discuss the HHNF Business.

On July 17, 2023, X.X. Xxxxxx contacted Xxxxx to discuss Xxxxx’x long-term perspective of the HHNF Business.

On August 17, 2023, Xxxx Xxxxxx, Xxxxx’x Executive Vice President, Strategic Corporate Development, Xxxx Xxxxx, Xxxxx’x Chief Financial Officer and Xxxxx Xxxxxx, Xxxxx’x Executive Vice President and Chief Strategy Officer, contacted Xx. Xxxxxxxxx to request a call to discuss a potential transaction with Xxxxxxxxxx involving the HHNF Business. Later that day, Xx. Xxxxxxxxx and Xxxxx X. Xxxxx, Xxxxxxxxxx’x Vice President, Strategic Initiatives & Business Optimization, met telephonically with Messrs. Xxxxxx, Xxxxx and Xxxxxx. During the call, the Xxxxx management team informed Xx. Xxxxxxxxx that it was interested in evaluating a potential transaction with Xxxxxxxxxx involving the HHNF Business. The Xxxxx management team discussed generally the possibility of any such potential transaction being structured as a “Reverse Xxxxxx Trust” transaction, in which the HHNF Business would be spun-off from Xxxxx and then combined with Xxxxxxxxxx. No specific transaction terms were discussed during the call, and Xx. Xxxxxxxxx informed Xxxxx’x management team that he would discuss the potential transaction with the Xxxxxxxxxx Board.

On August 25, 2023, the Xxxxxxxxxx Board met telephonically to discuss a possible combination of Xxxxxxxxxx and the HHNF Business. Members of Xxxxxxxxxx’x management and representatives from X.X. Xxxxxx and Xxxx & Xxxxxxxx LLP, Xxxxxxxxxx’x legal advisor (“King & Spalding”), were also present. During the meeting, Xx. Xxxxxxxxx reviewed Xxxxx’x interest in a possible combination of Xxxxxxxxxx and the HHNF Business and informed the Xxxxxxxxxx Board that Xxxxx had requested the execution of a mutual non-disclosure agreement to allow Xxxxx and Xxxxxxxxxx to conduct preliminary due diligence regarding the potential transaction. X.X. Xxxxxx reviewed preliminary information regarding Xxxxx, the HHNF Business and potential transaction structures. King & Xxxxxxxx discussed the Xxxxxxxxxx Board’s fiduciary duties, both in general and in the context of a potential transaction. After discussion, the Xxxxxxxxxx Board authorized Xxxxxxxxxx to sign a mutual non-disclosure agreement with Xxxxx to preliminarily assess the viability of a potential transaction, and to further discuss Xxxxxxxxxx’x strategic alternatives at a future meeting.

On August 28, 2023, Xxxxxxxxxx and Xxxxx entered into a mutual non-disclosure agreement to facilitate the exchange of information in connection with the parties’ evaluation of the proposed transaction.

On August 30, 2023, Xx. Xxxxxxxxx called Xxxxxx X. Xxxxxx, Xxxxx’x then Chief Executive Officer, to discuss the potential transaction. Messrs. Xxxxxxxxx and Xxxxxx agreed that Xxxxx and Xxxxxxxxxx should progress their respective due diligence activities related to a possible combination of Xxxxxxxxxx and the HHNF Business to allow Xxxxx and Xxxxxxxxxx to assess the viability of a potential transaction.

On September 7, 2023, Xx. Xxxxxx informed Xx. Xxxxxxxxx that Xxxxx would be issuing a press release announcing that it has initiated a formal process to evaluate strategic alternatives for its HHNF Business. On September 8, 2023, Xxxxx issued this press release.

On September 13, 2023, Messrs. Xxxxxxxxx, Xxxxx and Xxxxxxxxx met with Xx. Xxxxxx, Xxxx Xxxxx, President of Xxxxx’x Health, Hygiene & Specialties Division and Messrs. Xxxxxx and Xxxxxx from Xxxxx, along with representatives from X.X. Xxxxxx and Xxxxx’x financial advisors Citigroup and Xxxxx Fargo, in person in Charlotte, North Carolina, to generally discuss the potential for a possible combination of Xxxxxxxxxx and the HHNF Business. X.X. Xxxxxx provided an overview on Xxxxx and the HHNF Business and key structuring issues involved in a potential Reverse Xxxxxx Trust structure. During the meeting, Xxxxxxxxxx and Xxxxx discussed their preliminary views as to the relative cultures of Xxxxxxxxxx and the HHNF Business, capital projects at each of the two companies, potential synergies and the potential capital structure of Magnera.

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Between September 21, 2023, and September 22, 2023, the Xxxxxxxxxx Board held a meeting to discuss the proposed transaction. Members of Xxxxxxxxxx’x management and representatives from X.X. Xxxxxx, Xxxx & Xxxxxxxx and XxXxxxxxx, Xxxx & Xxxxx LLP, independent counsel to the Xxxxxxxxxx Board (“MWE”), were also present. During the meeting, Xx. Xxxxxxxxx updated the Xxxxxxxxxx Board on the initial discussions with Xxxxx with respect to the transaction and reviewed the challenges of the current business environment and Xxxxxxxxxx’x turnaround strategy. Xx. Xxxxxxxxx noted that while Xxxxxxxxxx’x turnaround strategy had recently led to relatively better performance than its competitors, Xxxxxxxxxx’x scale and debt levels continued to be challenging. Xx. Xxxxxxxxx then provided an overview of Xxxxxxxxxx’x potential strategic alternatives, as well as other challenges and strategies of the company, including challenges faced by and opportunities available for certain manufacturing facilities and need for investment based on product demand.

X.X. Xxxxxx then provided an overview of market conditions relating to Xxxxxxxxxx’x business and discussed, among other things, Xxxxxxxxxx’x stock price performance, margin performance, operational benchmarking, leverage profile, capital preservation, trading liquidity and market cap, valuation multiples and equity market performance. X.X. Xxxxxx also discussed Xxxxxxxxxx’x net debt leverage ratio of 8.9x as of June 30, 2023, and its impact on Xxxxxxxxxx’x business and prospects. X.X. Xxxxxx then reviewed Xxxxxxxxxx’x management projections with the Xxxxxxxxxx Board and key drivers. X.X. Xxxxxx provided its preliminary financial perspective with respect to Xxxxxxxxxx’x business.

During this discussion, X.X. Xxxxxx noted, among other matters, that although the Xxxxxxxxxx management projections show potential for increase in Xxxxxxxxxx’x share price, Xxxxxxxxxx’x debt levels, debt leverage ratio and lack of trading liquidity would likely limit any potential share price increase. X.X. Xxxxxx then reviewed Xxxxxxxxxx’x strategic alternatives, consisting of status quo (i.e., continuing to operate on a standalone basis and with a potential deleveraging transaction), pursuing bolt-on acquisition, a strategic combination (such as potential transaction with Xxxxx or another third party) and a sale of the company. X.X. Xxxxxx discussed the potential benefits, risks and actionability of each of these options. X.X. Xxxxxx also reviewed the other potential counterparties that could be interested in a combination with Xxxxxxxxxx. During this discussion, X.X. Xxxxxx and Xxxxxxxxxx’x senior management discussed the fact that they believed that a transaction with any other counterparty was unlikely to be actionable in the near term. King & Xxxxxxxx discussed the Xxxxxxxxxx Board’s fiduciary duties, both in general and in the context of a potential transaction.

After conclusion of these discussions, the Xxxxxxxxxx Board authorized Xxxxxxxxxx’x management and X.X. Xxxxxx to request that Xxxxx provide an initial proposal regarding a potential transaction that ascribed a valuation to Xxxxxxxxxx and the HHNF business that Xxxxxxxxxx could further assess. The Xxxxxxxxxx Board also determined to revisit the possibility of contacting third parties regarding a potential transaction at a later date. After the meeting, Xx. Xxxxxxxxx communicated the Xxxxxxxxxx Board’s decision to Xx. Xxxxxx.

On October 17, 2023, Xxxxx provided an initial proposal regarding a potential transaction with Xxxxxxxxxx (the “October Xxxxx Proposal”). The October Xxxxx Proposal contemplated a combination of Xxxxxxxxxx with Xxxxx’x HHNF Business through a “Reverse Xxxxxx Trust” transaction in which a tax-free spin-off of the HHNF Business to Xxxxx stockholders would be followed by a merger of the HHNF Business with Xxxxxxxxxx. The October Xxxxx Proposal provided, among other things, that the equity ownership of Magnera would be allocated as follows: Xxxxxxxxxx’x shareholders would retain approximately 7%, Xxxxx’x stockholders would retain approximately 75%, and Xxxxx would retain approximately 18%. The October Xxxxx Proposal also provided that Xxxxx would receive a cash distribution from the proceeds of a debt capital raise by Spinco, net of proceeds required to refinance certain Xxxxxxxxxx debt obligations and pay transaction fees and expenses, and that the HHNF Business perimeter would include all Xxxxx facilities that manufacture nonwoven materials, woven materials and select film manufacturing sites that predominantly manufacture components for health and hygiene markets.

In addition, the October Xxxxx Proposal contemplated that Xxxxxxx would be led by Xx. Xxxxx, with other key management roles to be determined at a later date. The October Xxxxx Proposal also proposed that Xxxxx would nominate a majority of the members of Magnera’s Board of Directors, with Xxxxx and Xxxxxxxxxx working together to determine the optimal size of the Board of Directors and governance structure.

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On October 25, 2023, the Xxxxxxxxxx Board met to review the October Xxxxx Proposal. Members of Xxxxxxxxxx’x management and representatives from X.X. Xxxxxx, Xxxx & Xxxxxxxx and MWE were also present. During the meeting, X.X. Xxxxxx reviewed the strategic alternatives available to Xxxxxxxxxx. The options reviewed were the same as those reviewed at the September 21 – 22, 2023 meeting of the Xxxxxxxxxx Board, with X.X. Xxxxxx also discussing with the Xxxxxxxxxx Board potential sources of capital Glatfelter could pursue if it decided to continue operating as an independent, stand-alone company.

During this discussion, X.X. Xxxxxx and Xxxxxxxxxx’x senior management also discussed possible strategic and financial acquirors that could potentially be interested in a strategic combination with Xxxxxxxxxx. X.X. Xxxxxx and Xxxxxxxxxx’x senior management discussed the fact that they continued to believe that a transaction with any other counterparty was unlikely to be actionable in the foreseeable future. Xxxxxxxxxx’x senior management noted, among other matters, that Xxxxxxxxxx was likely to achieve greater cost synergies in a transaction with Xxxxx than other third parties could achieve, which substantially decreased the likelihood that other third parties would be interested in a potential transaction with Xxxxxxxxxx, that Xxxxxxxxxx’x current leverage would likely act as a constraint on any potential interest, and that the HHNF Business is highly strategic for Xxxxxxxxxx, and would add capabilities, scale and geographic reach in a highly fragmented global market. In addition, Xxxxxxxxxx senior management discussed concerns regarding the risks to Xxxxxxxxxx and its business posed by contacting other potential acquirors ahead of finalizing the transaction terms with Xxxxx. These potential risks and considerations included (1) concerns about market leaks and rumors regarding a potential transaction disrupting customer relationships, (2) jeopardizing customer transactions currently in the pipeline and risking customer attrition and employee turnover, (3) the limited universe of potential acquirors, (4) the geographic footprint and strategic focus of Xxxxxxxxxx as compared to other companies in the specialty materials industry and (5) the possibility that Xxxxx may be unwilling to pursue a transaction in a prolonged and multiparty process. X.X. Xxxxxx then discussed the possibility of potentially contacting these counterparties at a later date, if and when authorized by the Xxxxxxxxxx Board, to gauge their interest in a potential strategic transaction.

X.X. Xxxxxx and Xxxxxxxxxx’x senior management then reviewed the key terms of the October Xxxxx Proposal with the Xxxxxxxxxx Board, including the assets of the HHNF Business that would be part of the transaction perimeter (which now included five additional specialty nonwoven sites to the original opportunity discussed with Xxxxx), transaction structure, financing considerations, the proposed equity consideration (including pro forma equity ownership splits), senior management and composition of the board of directors of Magnera. X.X. Xxxxxx also discussed the valuation inputs Xxxxx used in the October Xxxxx Proposal, including trading multiples, net debt and other financial metrics. X.X. Xxxxxx and Xxxxxxxxxx’x management team also discussed key diligence items that Xxxxxxxxxx would need to determine the viability of a potential transaction with Xxxxx, including with respect to the transaction perimeter, standalone costs of the newco, synergy assumptions and other financial matters. A number of specific value drivers were then discussed that could be used to prepare a counterproposal, including the trading multiples of each company, Xxxxxxxxxx’x net debt and net operating losses, standalone costs that Magnera would bear, synergies and pro forma equity ownership splits of Magnera. The value to Xxxxxxxxxx shareholders under the October Xxxxx Proposal and pursuant to a possible counterproposal were also reviewed, and the possible participation for shareholders in an entity with a stronger balance sheet was also discussed.

During this discussion, Xxxxxxxxxx’x Board determined that the key valuation issue for Xxxxxxxxxx to continue to evaluate was the pro forma equity ownership split that Xxxxxxxxxx’x shareholders would retain in Magnera. After discussion, the Xxxxxxxxxx Board determined to propose to Xxxxx that Xxxxxxxxxx shareholders own approximately 14% – 15% of Magnera, and to continue diligence efforts regarding the potential transaction.

On October 30, 2023, Xxxxxxxxxx provided a counterproposal to Xxxxx (the “October Xxxxxxxxxx Proposal”). The October Xxxxxxxxxx Proposal provided, among other things, that Xxxxxxxxxx was amenable to a cash distribution to Xxxxx as a general matter subject to further discussion regarding the size of any such distribution, that Xxxxx should obtain committed financing at signing of any potential transaction, and that Xxxxxxxxxx shareholders should own 15% in Magnera (with Xxxxx and its shareholders collectively owning the remaining 85%). The October Xxxxxxxxxx Proposal also stated that Xx. Xxxxx becoming the CEO of Magnera was acceptable to Xxxxxxxxxx, with other members of the management team subject to further discussion. In addition, the October Xxxxxxxxxx Proposal noted that Xxxxxxxxxx was agreeable to Xxxxx nominating a majority of the members of the board of directors of Magnera.

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On October 31, 2023, Xx. Xxxxxx informed Xx. Xxxxxxxxx that Xxxxx’x previously announced chief executive officer transition was complete, and that Xx. Xxxxxxxxx should discuss the potential transaction with Xxxxx X. Xxxxxxxxx, Xxxxx’x new Chief Executive Officer. Xx. Xxxxxxxxx and Xx. Xxxxxxxxx then connected over an introductory call.

Between November 16 and November 17, 2023, Messrs. Xxxxxxxxx and Xxxxxxxxx, together with other members of the senior management teams of Xxxxxxxxxx and Xxxxx and their respective financial advisors, met in Charlotte, North Carolina, to further discuss a potential transaction and to continue their mutual due diligence review. During the meeting, the senior management teams of Xxxxxxxxxx and Xxxxx discussed each company’s business segments, synergy opportunities and corporate culture and human resources.

On December 13, 2023, members of the senior management teams of Xxxxxxxxxx and Xxxxx, along with their respective financial advisors, met telephonically to discuss each party’s respective business, forward-looking prospects for Xxxxxxx, as well as other follow up due diligence matters.

On December 22, 2023, the Xxxxxxxxxx Board held a meeting to receive an update on the potential transaction with Xxxxx. During the meeting, Xx. Xxxxxxxxx provided an update on diligence activities done to date and also noted that Xxxxx expected to provide a response to the October Xxxxxxxxxx Proposal later that day.

Later on December 22, 2023, Xxxxx provided a counterproposal (the “December Xxxxx Proposal”). The December Xxxxx Proposal contemplated that, among other things, Xxxxxxxxxx’x shareholders would retain 8.5%, Xxxxx would hold approximately 18.2% and Xxxxx’x stockholders would hold approximately 73.3% of the equity ownership in Magnera. In addition, the December Xxxxx Proposal contemplated that Spinco would have a cash balance of $214 million at the closing of the potential transaction. The December Xxxxx Proposal did not contain any other changes to the key transaction terms relative to the October Xxxxx Proposal.

On December 27, 2023, the Xxxxxxxxxx Board held a meeting during which the members of the Xxxxxxxxxx Board discussed the December Xxxxx Proposal. Members of Xxxxxxxxxx’x senior management team and representatives from X.X. Xxxxxx, Xxxx & Xxxxxxxx and MWE were also present. During the meeting, Xxxxxxxxxx’x management and X.X. Xxxxxx reviewed the December Xxxxx Proposal. After discussion, the Xxxxxxxxxx Board authorized X.X. Xxxxxx and Xxxxxxxxxx’x management to negotiate for a higher ownership percentage for Xxxxxxxxxx’x shareholders in Magnera.

Following the December 27, 2023, Xxxxxxxxxx Board meeting, representatives from X.X. Xxxxxx, Citigroup and Xxxxx Fargo negotiated the post-closing equity shareholding.

On December 28, 2023, Citigroup and Xxxxx Fargo contacted X.X. Xxxxxx to state that Xxxxx was willing to provide Xxxxxxxxxx’x shareholders an aggregate of 10% equity ownership in Magnera, and that such ownership percentage was Xxxxx’x final proposal with respect to Magnera ownership interests.

On December 29, 2023, the Xxxxxxxxxx Board held a meeting during which representatives from X.X. Xxxxxx and Xxxx & Xxxxxxxx reviewed Xxxxx’x response with the Xxxxxxxxxx Board. Representatives from MWE were also present. During the meeting, the Xxxxxxxxxx Board discussed the fact that Xxxxx’x proposal represents an approximate 18% increase from Xxxxx’x prior offer of 8.5% post-closing ownership interest for Glatfelter shareholders, and a 43% increase from Xxxxx’x original offer of 7% post-closing ownership interest for Glatfelter shareholders. The Xxxxxxxxxx Board also discussed with X.X. Xxxxxx and Xxxxxxxxxx’x senior management the significant value that would accrue to Xxxxxxxxxx’x shareholders under Xxxxx’x proposal, based on anticipated synergies and increased per share value compared to existing share value. After discussion, the Xxxxxxxxxx Board agreed to authorize Xxxxxxxxxx’x management to continue to pursue the potential transaction and to proceed to negotiate definitive transaction documents and finalize due diligence.

On January 5, 2024, the Xxxxxxxxxx Board held a meeting during which representatives from X.X. Xxxxxx and Xxxx & Xxxxxxxx reviewed timing and diligence activities regarding the potential transaction with the Xxxxxxxxxx Board. King & Xxxxxxxx informed the Xxxxxxxxxx Board that Xxxxx Xxxx Xxxxxxxx Xxxxxxx LLP, Xxxxx’x legal advisor (“BCLP”) intended to deliver an initial draft of the RMT Transaction Agreement later that day and that the rest of the transaction documents, including the draft Separation Agreement, should

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be received in the course of the following week. The Xxxxxxxxxx Board also reviewed the key value drivers for a potential transaction with Xxxxx. In addition, the Xxxxxxxxxx Board again reviewed the list of third parties that could potentially be interested in pursuing a strategic combination with Xxxxxxxxxx with X.X. Xxxxxx and Xxxxxxxxxx’x senior management team. These parties consisted of four potential strategic partners, two of which were controlled by financial parties. After discussion, the Board authorized X.X. Xxxxxx to contact each of these four parties to determine if they were interested in pursuing a potential transaction with Xxxxxxxxxx.

From time to time during the period commencing on January 5, 2024, through the execution of definitive agreements for the proposed transaction on February 6, 2024, in addition to the discussions summarized below, Xxxxxxxxxx and Xxxxx, and their respective advisors, participated in various calls during which they, among other things, (1) discussed due diligence matters, (2) discussed various terms of the proposed transaction, including, among other things, economic terms, tax matters, employee matters, regulatory approvals and stockholder commitments in support of the transaction and (3) updated each other on various other work streams related to the proposed transaction.

On January 5, 2024, BCLP shared an initial draft of the RMT Transaction Agreement with King & Xxxxxxxx. The initial draft of the RMT Transaction Agreement reflected the parties’ contemplated Reverse Xxxxxx Trust transaction structure and, among other matters, (a) that the Magnera board of directors would be comprised of nine directors, six of whom would be designated by Xxxxx, including the Board chair, and three of whom would be designated by Xxxxxxxxxx, (b) no post-closing “protected period” whereby a majority of the Xxxxxxxxxx or Xxxxx board designees would have the right to approve any vacancy with respect to their Board designees, (c) no specific provision allocating any of the Xxxxxxxxxx or Xxxxx board designees to any committees of the Magnera board of directors, (d) Xx. Xxxxx, being the chief executive office of Magnera, with Xxxxx and Xxxxxxxxxx to cooperate in good faith with respect to the appointment of other senior officers of Magnera, (e) a provision that allowed Xxxxxxxxxx to accept a potential “superior proposal” only in the event that Xxxxxxxxxx was limited or unable to hold a special meeting of its shareholders, (f) Xxxxx having the right to elect to effect to spinoff via an exchange offer to Xxxxx’x stockholders, (g) no restrictions on Xxxxx’x ability to sell its retained stake in Magnera after closing and (h) consummation of the Merger conditioned on Xxxxx’x receipt of a legal opinion and a private letter ruling from the IRS to the effect that the Distribution and certain related transactions will qualify for tax-free treatment under the Code (the “Tax Conditions”).

On January 8, 2024, BCLP shared an initial draft of the Separation Agreement with King & Spalding. The initial draft contemplated, among other matters (a) that the HHNF Business that Xxxxxxxxxx would receive in the transaction would be certain equity interests of Xxxxx’x subsidiaries, without any allocation of assets or liabilities, (b) no adjustment to the Spinco Special Cash Payment for working capital, debt or other adjustments and (c) no explicit obligation for Spinco to have any minimum amount of cash or working capital at closing.

During the week of January 8, 2024, X.X. Xxxxxx contacted the four potential strategic partners that were previously discussed with the Xxxxxxxxxx Board.

On January 10, 2024, Messrs. Xxxxxxxxx and Xxxxxxxxx discussed various outstanding items with respect to the proposed transaction and next steps involved.

On January 11, 2024, BCLP shared an initial draft of the Employee Matters Agreement and on January 12, 2024, an initial draft of the Tax Matters Agreement with King & Spalding.

On January 12, 2024, the Xxxxxxxxxx Board held a meeting during which the Xxxxxxxxxx Board discussed key issues in the initial drafts of the RMT Transaction Agreement and the Separation Agreement with representatives of X.X. Xxxxxx and Xxxx & Xxxxxxxx. Representatives from MWE were also present. Among other matters, the Xxxxxxxxxx Board discussed the governance profile of Magnera, the structure and expected timeline to complete a potential transaction, the capitalization and assets and liabilities of Magnera at closing of the potential transaction, and the conditions to closing. As part of this discussion, the Xxxxxxxxxx Board discussed Xxxxx’x proposed Tax Conditions, as well as its expectation that Xxxxxxx would be appropriately capitalized at closing. X.X. Xxxxxx then reviewed the results of X.X. Xxxxxx’x confidential outreach to the four potential strategic partners that could potentially be involved in a strategic transaction with Xxxxxxxxxx.

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X.X. Xxxxxx informed the Board that two parties had declined to pursue a transaction and the other two parties had advised that they would respond at a later date. After these discussions, the Xxxxxxxxxx Board instructed Xxxxxxxxxx’x management and advisory team to inform Xxxxx that it would revisit whether it would agree to the potential transaction being conditioned on the Tax Conditions after further tax due diligence had been completed.

On January 12, 2024, Xx. Xxxxxxxxx called Xx. Xxxxxxxxx to suggest a meeting between Messrs. Xxxxxxxxx and Xxxxxxxxx as well as the chairmen of the board of directors of both Xxxxx and Xxxxxxxxxx, to resolve the key open issues associated with the potential transaction. On January 16, 2024, Messrs. Xxxxxxxxx and Xxxxxxxxx agreed to meet on January 31, 2024, in Scottsdale, Arizona.

On January 14, 2024, King & Spalding provided an initial key issues list to BCLP, noting that Xxxxxxxxxx would like the RMT Transaction Agreement to reflect, among other things, (a) that the Magnera board chair be designated by Xxxxxxxxxx, and at least one Xxxxxxxxxx designee to be appointed to each Board committee, (b) that there be a two-year protected period, where a majority of remaining Xxxxxxxxxx or Xxxxx designees approve filling any vacancy in a Xxxxxxxxxx director or a Xxxxx director, respectively, (c) a provision that will allow Xxxxxxxxxx to accept a potential “superior proposal” prior to receipt of shareholder approval, (d) Xxxxx having the right to elect to effect to spinoff via an exchange offer to Xxxxx’x stockholders only with Xxxxxxxxxx’x prior consent, (e) that Xxxxx be prohibited from engaging in discussions regarding or accepting a potential “superior proposal” for the HHNF Business, (f) that there be reasonable limitations on Xxxxx’x ability to sell its retained stake in Magnera after closing and (h) that Xxxxxxxxxx would be willing to agree to the Tax Conditions only if significant tax diligence is completed prior to signing and Xxxxxxxxxx is comfortable that the tax risk is low. The issues list also noted that the Separation & Distribution Agreement should provide for (a) a customary carveout construct that specifically delineates assets and liabilities to be assumed or excluded, (b) adjustment to the Spinco Special Cash Payment for working capital, debt or other adjustments and (c) an express obligation of Spinco to have $214 million minimum cash amount at closing.

On January 19, 2024, the Xxxxxxxxxx Board held a meeting during which members of Xxxxxxxxxx’x management and representatives from X.X. Xxxxxx, Xxxx & Xxxxxxxx and MWE were also present. The Xxxxxxxxxx Board received an update from King & Spalding on the previously reviewed key issues in the transaction documents and responses received from BCLP, including, among other things, that Xxxxx had agreed to at least one director designated by Xxxxxxxxxx to be appointed to each committee of the board of directors of Magnera, that Xxxxx had agreed to allow Xxxxxxxxxx to accept a potential “superior proposal” prior to receipt of shareholder approval, and that Xxxxx had agreed that it would accept engaging in discussions regarding or accepting a potential “superior proposal” for the HHNF Business only if certain threshold events had occurred. Additionally, with respect to the Separation Agreement, King & Xxxxxxxx noted that Xxxxx conveyed that it would not agree to provide a construct that specifically delineates assets and liabilities to be assumed or excluded in the transaction or agree to an adjustment of the Special Cash Payment for working capital, debt or other adjustments. The Xxxxxxxxxx Board discussed the proposed responses to the issues identified and authorized Xxxx & Xxxxxxxx to return revised drafts of the transaction documents based on the suggested responses. X.X. Xxxxxx updated the Xxxxxxxxxx Board on its outreach to the two potential strategic partners and that Xxxxxxxxxx had signed a non-disclosure agreement with Party A. During the meeting, the Xxxxxxxxxx Board discussed, among other matters, diligence efforts conducted to date regarding legal, financial and operational matters. The Xxxxxxxxxx Board also received the Compensation Committee report regarding executive compensation programs for 2024. The Xxxxxxxxxx Board authorized the members of Xxxxxxxxxx’x senior management and the advisors to continue their work with Xxxxx on the proposed transaction and also to continue engaging with Party A.

On January 22, 2024, Messrs. Xxxxxxxxx and Xxxxxxxxx agreed to include Xx. Xxxxx at the in-person meeting in Scottsdale, Arizona and confirmed timing and location of the meeting.

Over the course of the next several days through February 6, 2024, the Xxxxxxxxxx Board met three times with members of Xxxxxxxxxx’x senior management team and representatives from X.X. Xxxxxx and Xxxx & Xxxxxxxx. During these meetings, the Xxxxxxxxxx Board received updates on the key transaction and diligence issues and updates on negotiations on the transaction documents. Also during this period, King & Spalding and BCLP continued to negotiate and finalize the RMT Transaction Agreement and Separation Agreement and other key transaction documents.

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On January 25, 2024, Messrs. Xxxxxxxxx and Xxxxxxxxx, together with other members of the senior management teams of Xxxxxxxxxx and Xxxxx and representatives from X.X. Xxxxxx, Xxxxxxxx and Xxxxx Fargo, met telephonically to discuss the timing and communications plan for the potential transaction.

On January 26, 2024, the Xxxxxxxxxx Board held a meeting during which members of Xxxxxxxxxx’x management and representatives from X.X. Xxxxxx, Xxxx & Xxxxxxxx and MWE were also present. Xx. Xxxxxxxxx reviewed with the Xxxxxxxxxx Board the progress made in the transaction negotiations with Xxxxx in the past week, including that Xxxxx’x tax advisor, KPMG, will provide a “will” opinion at signing related to the Reverse Xxxxxx Trust treatment of the transaction for tax purposes. The Xxxxxxxxxx Board received an update from King & Spalding on the previously reviewed key issues in the transaction documents and responses received from BCLP, including, among other things, that Xxxxx had agreed to having the right to elect to effect the spinoff via an exchange offer to Xxxxx’x stockholders being subject to Xxxxxxxxxx’x prior consent, Xxxxx had stated that it would not maintain a retained stake in Magnera, that Xxxxx required that the Tax Conditions be conditions to closing to which Xxxxxxxxxx would propose to agree only if significant tax diligence was conducted, and that Xxxxx had agreed to termination fee trigger changes. Additionally, with respect to the Separation and Distribution Agreement, Xxxxx had agreed to include a construct that specifically delineates assets and liabilities to be assumed or excluded. King & Spalding noted that potential adjustments to the Spinco Special Cash Payment were still being discussed between the parties. X.X. Xxxxxx then updated the Xxxxxxxxxx Board on the results of its confidential outreach to four potential companies that could be interested in pursuing a strategic transaction with Glatfelter. After signing a non-disclosure agreement, Party A, a potential strategic partner, received a process letter and materials from Xxxxxxxxxx and was asked to provide a non-binding proposal. The other strategic partner had not responded to X.X. Xxxxxx’x outreach efforts. The Xxxxxxxxxx Board also reviewed the Compensation Committee report and the compensation proposal for Xx. Xxxxx.

On January 26, 2024, Messrs. Xxxxxxxxx and Xxxxxxxxx, together with other members of the senior management teams of Xxxxxxxxxx and Xxxxx, met telephonically to discuss the term sheet for Xx. Xxxxx’x appointment as chief executive officer of Magnera.

Over the next couple of days, Messrs. Xxxxxxxxx and Xxxxxxxxx continued discussions on open issues related to the transaction agreements and Xx. Xxxxxxxxx informed Xx. Xxxxxxxxx that Xxxxx had approved the term sheet for Xx. Xxxxx’x appointment.

On January 31, 2024, Xx. Xxxxxxx, Xxxxxxx Xxxxxxxx, chairman of Xxxxx’x board of directors, along with Messrs. Xxxxxxxxx, Xxxxxxxxx and Xxxxx, met in person in Scottsdale, Arizona to discuss certain of the significant open items with respect to the potential transaction.

On February 2, 2024, Messrs. Xxxxxxxxx and Xxxxxxxxx, along with members of the senior management team of Xxxxx met telephonically to discuss open items with respect to the potential transaction.

Also on February 2, 2024, the Xxxxxxxxxx Board held a meeting during which members of Xxxxxxxxxx’x management and representatives from X.X. Xxxxxx, Xxxx & Xxxxxxxx and MWE were also present. The Xxxxxxxxxx Board received an update from King & Spalding on the transaction documents and results of negotiations with BCLP on the key issues, including, among other things, that Xxxxx had agreed to an obligation on Spinco to have $214 million minimum cash amount at closing, that Xxxxx had agreed to pay all Spinco transaction expenses and to deliver a minimum net working capital at closing, that Xxxxx still required the Tax Conditions to be conditions to closing but with a “will” level opinion from KPMG being provided at signing of the transaction documents, that Spinco’s debt financing was ongoing but on high priority and that termination fees were still being negotiated. The Xxxxxxxxxx Board then discussed proposed responses to remaining open items. Xx. Xxxxxxxxx reviewed with the Xxxxxxxxxx Board the transaction specifics, including how the potential transaction was expected to address Xxxxxxxxxx’x sub-scale size, generate revenue growth for Magnera and allow for greater investments in innovation. X.X. Xxxxxx updated the Xxxxxxxxxx Board on diligence efforts since the last meeting and the results of its outreach to the four potential strategic partners, all of which had declined pursuing a strategic transaction with Xxxxxxxxxx, including Party A which had declined to submit a proposal. Xx. Xxxxxxx updated the Xxxxxxxxxx Board on progress made at the in-person meeting in Scottsdale, Arizona.

On February 5, 2024, Messrs. Xxxxxxxxx and Xxxxxxxxx, together with other members of the senior management teams of Xxxxxxxxxx and Xxxxx met in person in Evansville, Indiana to discuss the proposed resolution of the remaining open items.

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On February 6, 2024, the Xxxxxxxxxx Board met with members of Xxxxxxxxxx’x senior management team and representatives from X.X. Xxxxxx, Xxxx & Xxxxxxxx and MWE. Prior to the meeting, the members of the Xxxxxxxxxx Board received materials relating to the potential transaction, including summaries of the terms of the RMT Transaction Agreement, Separation Agreement and the other transaction documents, the key final deal terms of the proposed transaction, proposed resolutions approving the transaction and materials from X.X. Xxxxxx. Members of Xxxxxxxxxx’x senior management, King & Spalding and X.X. Xxxxxx reviewed with the Xxxxxxxxxx Board the outcome of the negotiations since the prior board meeting, including, among other things, that Xxxxxxxxxx had agreed with Xxxxx on providing for the Tax Conditions as closing conditions but the “will” opinion would be delivered at signing of the transaction documents, and that Xxxxx had agreed to deliver a minimum of 38 days of net working capital at Spinco at closing. King & Xxxxxxxx then reviewed with the board its fiduciary duties in connection with considering the proposed transaction. X.X. Xxxxxx reviewed with the Xxxxxxxxxx Board X.X. Xxxxxx’x financial analyses of the transaction. Following this discussion, X.X. Xxxxxx rendered to the Xxxxxxxxxx Board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated February 6, 2024, that, as of such date and based upon and subject to the factors and assumptions set forth in the opinion, the merger consideration to be paid by Xxxxxxxxxx in the proposed transaction was fair, from a financial point of view, to Xxxxxxxxxx. For a detailed discussion of X.X. Xxxxxx’x opinion, see below under the caption “— Opinion of Xxxxxxxxxx’x Financial Advisor.” Following discussion among the directors, Xxxxxxxxxx senior management, X.X. Xxxxxx and Xxxx & Xxxxxxxx, the Xxxxxxxxxx Board unanimously determined that the RMT Transaction Agreement, the Separation Agreement, the other Transaction Documents and the consummation of the Transactions contemplated thereby, including the Merger, were in the best interests of Xxxxxxxxxx. Accordingly, the Xxxxxxxxxx Board unanimously approved the Transactions, including the Merger, the Share Issuance proposal and the Charter Amendment proposals and resolved to recommend that Xxxxxxxxxx shareholders approve the Share Issuance proposal and the Charter Amendment proposals.

Effective February 6, 2024, Xxxxxxxxxx entered into an executive employment term sheet with Xx. Xxxxx, in connection with Xx. Xxxxx being appointed as the Chief Executive Officer of Xxxxxxxxxx and a member of the Xxxxxxxxxx Board, effective as of the closing of the Merger.

During the course of February 6, 2024, members of the senior management teams of Glatfelter and Xxxxx and representatives from King & Spalding and BCLP finalized the RMT Transaction Agreement, the Separation Agreement, the Employee Matters Agreement and the Tax Matters Agreement, as well as the various schedules and annexes thereto. Also on February 6, 2024, in connection with the entry into the Separation Agreement and the RMT Transaction Agreement, Spinco entered into the Spinco Commitment Letter, which was initially amended and restated on March 2, 2024, and subsequently amended and restated on March 8, 2024, and under which the Spinco Lenders committed to provide to Spinco (i) $1,585 million in aggregate principal amount of senior secured term loans, the Term Loan Facility and (ii) a $350 million senior secured revolving credit facility.

On the morning of February 7, 2024, Xxxxxxxxxx and Xxxxx issued a joint press release announcing the signing of the transaction and held a joint investor conference.

On March 2, 2024, Xx. Xxxxxxxxx received an unsolicited e-mail communication from a potential strategic acquiror (“Party B”) in which Party B indicated a general interest in a potential transaction with Xxxxxxxxxx. In the e-mail communication, Party B stated that it would like to submit an offer for a potential all-cash acquisition of Glatfelter and requested a call with Xx. Xxxxxxxxx to discuss such potential transaction. Party B did not provide any potential purchase price, financing plans, transaction terms or any other additional detail or information as to the parameters or viability of any such potential alternative transaction.

On March 6, 2024, the Xxxxxxxxxx Board met with members of Xxxxxxxxxx’x senior management team and representatives from X.X. Xxxxxx, Xxxx & Xxxxxxxx and MWE. Xx. Xxxxxxxxx informed the Xxxxxxxxxx Board of the unsolicited inbound inquiry he had received from Party B. J.P. Xxxxxx provided an overview of Party B and its transaction history. King & Spalding reviewed the requirements under the RMT Transaction Agreement when considering an unsolicited proposal, which obligations included a requirement to share the details of such a proposal with Xxxxx. Xxxx & Xxxxxxxx informed the Board that it had shared the unsolicited proposal with BCLP, legal counsel for Xxxxx, as required pursuant to the RMT Agreement. King & Spalding noted that because Party B’s unsolicited proposal did not include any potential purchase price,

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financing plans, transaction terms or any other additional detail or information. Therefore, the Xxxxxxxxxx Board did not consider the unsolicited proposal as providing a basis for further discussions with Party B under the terms of the RMT Agreement. Following these discussions, the Xxxxxxxxxx Board unanimously determined that the March 2, 2024, e-mail communication did not provide a basis for any discussions with Party B. Xx. Xxxxxxxxx informed Party B of this determination following the Xxxxxxxxxx Board meeting.

Recommendation of the Xxxxxxxxxx Board; Xxxxxxxxxx’x Reasons for the Transactions

The Xxxxxxxxxx Board carefully evaluated the Merger and other transactions in consultation with Xxxxxxxxxx management and Xxxxxxxxxx’x advisors, and, on February 6, 2024, the Xxxxxxxxxx Board approved the Transaction Documents and the Transactions contemplated thereby, including the Merger, the Share Issuance proposal and the Charter Amendment proposals, and determined that the Transaction Documents and the Transactions contemplated thereby are in the best interests of Xxxxxxxxxx. All members of the Xxxxxxxxxx Board were in attendance at the meeting, and the Xxxxxxxxxx Board unanimously recommended that Xxxxxxxxxx shareholders vote “FOR” the Share Issuance proposal and “FOR” the Charter Amendment proposals.

In addition, the Xxxxxxxxxx Board unanimously recommends that Xxxxxxxxxx shareholders vote “FOR” the Omnibus Plan proposal and “FOR” the “Golden Parachute” Compensation proposal.

In making its determination to approve the Transaction Documents and the Transactions and resolve to recommend that Xxxxxxxxxx shareholders approve the Share Issuance proposal and the Charter Amendment proposals, the Xxxxxxxxxx Board held a number of meetings and considered various expected advantages and benefits of the Transactions, as well as a variety of negative factors, including those listed below. The Xxxxxxxxxx Board considered these advantages, benefits and negative factors as a whole and considered the relevant information and factors to be favorable to, and in support of, its determination.

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Creates a Leading Global Competitor in the Specialty Materials Industry.   The combination of Xxxxxxxxxx’x and the HHNF Business’ highly complementary product suite, including both polymer-based and fiber-based solutions, is expected to position Glatfelter as a leading global competitor in the specialty materials industry with favorable long-term growth dynamics.

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Highly Complementary Portfolios.   The Transactions bring together the complementary portfolios of Xxxxxxxxxx and the HHNF Business to the benefit of consumers. The Transactions will combine Xxxxx’x HHNF portfolio of innovative nonwoven technologies focused on healthcare, hygiene and specialty end markets such as building wrap and roofing solutions, bedding & upholstery, agriculture and cable wrap with Xxxxxxxxxx’x broad range of innovation capabilities and sustainable solutions in health and hygiene, food and beverage, electrical, wallcover and various other consumer and industrial applications through its airlaid, wetlaid and spunlace technologies. Glatfelter expects this broad portfolio of products, coupled with significant geographic diversification, to result in the creation of a premier specialty materials company with best-in-class technologies, applications and expertise to serve customers’ growing global demand and reinforce key customer relationships.

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Significant Geographic Diversification.   The combination of a complementary footprint in North America, Europe and Asia of Xxxxxxxxxx and the HHNF Business is expected to create a leading global competitor in the specialty materials industry with an extensive product portfolio and 45 state-of-the-art manufacturing locations in the Americas, Europe and Asia-Pacific that employ approximately 8,650 employees worldwide. Xxxxxxxxxx and the HHNF Business portfolio also have significant overlap across a blue-chip customer base, that, coupled with innovation and operational growth, Xxxxxxxxxx believes will enhance overall customer value propositions with cross-selling opportunities. Following the Transactions, Xxxxxxxxxx will be well-positioned to deliver substantial value to over 1,000 customers in all major markets.

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Innovation and Technology.   The combination of Xxxxxxxxxx and the HHNF Business is expected to increase business scale, thereby allowing it to invest in new technologies and accelerate innovation. The Transactions will combine Xxxxxxxxxx’x and the HHNF Business’ existing operational expertise, along with deep industry knowledge and technical know-how.

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Significant Expected Synergies.   Xxxxxxxxxx expects to realize significant cost synergies as a result of the Transactions. By the end of the third full year after the completion of the Transactions, Xxxxxxxxxx

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expects to achieve $50 million of estimated annual cost synergies on a run-rate basis as a result of direct procurement, manufacturing, supply chain / logistics and general and administrative savings.

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Improved Leverage Profile.   Glatfelter expects the Transactions to improve its post-Transaction leverage profile to increase shareholder value. Following the Transactions, Xxxxxxxxxx expects pro forma net leverage of 4x, on a proforma adjusted EBITDA basis including expected synergies.

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Tax Efficient Structure.   The Xxxxxxxxxx Board determined that a Reverse Xxxxxx Trust-type structure was an effective and efficient choice for the Transactions because, among other things, it provides a tax-efficient method to combine Xxxxxxxxxx and the HHNF Business, thereby making a Reverse Xxxxxx Trust-type structure economically more appealing to the parties as compared to a taxable transaction structure. The Xxxxxxxxxx Board weighed this advantage against the potentially negative factor that, to preserve the tax-free treatment of the Spinco Distribution and any related transactions, Xxxxxxxxxx is required to abide by certain restrictions that could limit its ability to engage in certain future business transactions that may otherwise be advantageous.

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The Xxxxxxxxxx Board considered the following additional factors as generally supporting its determination:

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its belief that the Transactions are more favorable to Xxxxxxxxxx shareholders than the potential value that would result from Xxxxxxxxxx continuing without a combination with the HHNF Business;

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Xxxxxxxxxx management’s knowledge of the current business climate and trends in the industry in which Xxxxxxxxxx and the HHNF Business operate and the prospective climate in which Xxxxxxxxxx will operate following the completion of the Transactions, including, but not limited to, industry, economic and market conditions and the competitive environment, such as attractive demand trends in heath, hygiene & personal care, aging populations and reusability of products;

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the expectation that Xxxxxxxxxx shareholders as of immediately prior to the First Effective Time are expected to own approximately 10% of the outstanding shares of Xxxxxxxxxx common stock immediately following the completion of the Transactions, and will have the opportunity to share in the potential future growth and expected synergies of Xxxxxxxxxx while retaining the flexibility of selling all or a portion of those shares;

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the expectation that the combination of the experience of Xxxxxxxxxx’x and the HHNF Business’ employees will drive improvements in production, innovation, leadership and growth and enhance Xxxxxxxxxx’x ability to achieve its strategic objectives;

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the fact that the RMT Transaction Agreement and the other Transaction Documents and the aggregate consideration to be paid by Xxxxxxxxxx pursuant to the RMT Transaction Agreement were the result of extensive arm’s-length negotiations between representatives of Xxxxxxxxxx and Xxxxx, and the Xxxxxxxxxx Board’s belief that Xxxxxxxxxx had negotiated the transaction terms most favorable to Xxxxxxxxxx that Xxxxx was willing to accept;

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the likelihood that the Transactions will be completed, based on, among other things, the conditions to the Closing contained in the RMT Transaction Agreement, the commitment by Spinco to obtain financing and the Spinco Commitment Letter, and the commitment by Xxxxxxxxxx and Xxxxx to obtain necessary regulatory clearances subject to certain limitations;

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the opinion, dated February 6, 2024, of X.X. Xxxxxx to the Xxxxxxxxxx Board as to the fairness, from a financial point of view and as of such date, to Xxxxxxxxxx of the Merger Consideration to be paid by Xxxxxxxxxx in the Merger, which opinion was based on and subject to the various assumptions made, procedures followed, matters considered and limitations on the review undertaken as set forth in such opinion and more fully described below under “The Transactions — Opinion of Xxxxxxxxxx’x Financial Advisor”;

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the financial and other terms and conditions of the RMT Transaction Agreement, including the termination fee of $10 million payable by Xxxxx to Xxxxxxxxxx under certain circumstances described in “The RMT Transaction Agreement — Termination Fees and Expenses Payable in Certain Circumstances”;

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the financial and other terms and conditions of the Separation Agreement, including: (i) the Minimum Cash Amount of $214 million (subject to certain adjustments and conditions) that Spinco is required to retain, (ii) the obligation on Spinco to pay for, subject to closing occurring: (a) transaction expenses incurred by Xxxxxxxxxx in connection with the Transactions, and (b) any expenses incurred in the integration of the HHNF Business with Xxxxxxxxxx, not exceeding $5 million, (iii) the obligation on Spinco to repay certain Xxxxxxxxxx indebtedness and (iv) the obligation on Spinco to have at least 38 days of net working capital, each under certain circumstances and subject to certain conditions as described further in “The Separation and Distribution Agreement — The Separation — Special Cash Payment and Post-Closing Payments”; and

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the ability of the Xxxxxxxxxx Board to withdraw or modify its recommendation that Xxxxxxxxxx shareholders approve the Charter Amendment proposals and the Share Issuance proposal, subject to the limitations set forth in the RMT Transaction Agreement, including, without limitation, the potential payment of the termination fee by Xxxxxxxxxx to Xxxxx and the obligation of Xxxxxxxxxx to proceed with a vote of Xxxxxxxxxx shareholders on the Charter Amendment proposals and the Share Issuance proposal regardless of such withdrawal or modification of its recommendation.

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The Xxxxxxxxxx Board weighed the foregoing advantages and benefits against a variety of potentially negative factors, including:

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the challenges inherent in the combination of two businesses, including the risk that integration of the two companies may take more time and be more costly than anticipated, and the risk that the cost synergies and other benefits expected to be obtained as a result of the Transactions might not be fully or timely realized;

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the inherent challenges and difficulties, foreseen and unforeseen, relating to the separation of the HHNF Business from the other businesses of Berry;

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the potential risk of diverting Xxxxxxxxxx management’s focus and resources from operational matters and other strategic opportunities while working to implement the Transactions;

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the fact that projections of future results of operations of Xxxxxxxxxx and the HHNF Business are necessarily estimates based on assumptions, and the risk that either Xxxxxxxxxx or the HHNF Business, or both, might not meet their respective financial projections;

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the significant, one-time costs that Xxxxxxxxxx expects to incur in connection with the Transactions, including the transaction expenses arising from the Merger and not covered by Spinco, and costs of integrating Xxxxxxxxxx and the HHNF Business and realizing synergies;

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the risk that Xxxxxxxxxx and the HHNF Business may be unable to retain key employees;

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the ownership dilution to current Glatfelter shareholders as a result of the issuance of shares of Xxxxxxxxxx common stock to Spinco stockholders in the Merger;

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the possibility that the Transactions may not be completed on the terms or timeline currently contemplated by Xxxxxxxxxx and Xxxxx or at all, including for reasons outside the control of Xxxxxxxxxx or Xxxxx;

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the inability of Xxxxxxxxxx to influence the operations of the HHNF Business during the period prior to the completion of the Transactions;

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that Xxxxxxxxxx, prior to the completion of the Transactions, is required to use its commercially reasonable efforts to conduct its business in the ordinary course consistent with past practice, subject to specific limitations and exceptions, which could delay or prevent Xxxxxxxxxx from undertaking business opportunities that may arise prior to the completion of the Transactions;

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the restrictions in the RMT Transaction Agreement on Xxxxxxxxxx’x ability to solicit alternative transactions and the fact that certain provisions of the RMT Transaction Agreement and certain provisions of the Existing Xxxxxxxxxx Charter and the Xxxxxxxxxx Bylaws may dissuade third parties from seeking to acquire Xxxxxxxxxx or otherwise increase the cost of any potential acquisition;

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the fact that, under the RMT Transaction Agreement, Xxxxxxxxxx may be required to pay Xxxxx a termination fee of $10 million if the RMT Transaction Agreement is terminated under certain

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circumstances described in “The RMT Transaction Agreement — Termination Fees and Expenses Payable in Certain Circumstances;”

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the financial and other terms and conditions of the Separation Agreement, including: (i) that Spinco will make a cash distribution to Xxxxx equal to all of the proceeds of the Spinco financing, subject to adjustments, and (ii) that Xxxxxxxxxx may be required to pay for all of its own transaction and integration expenses, if the RMT Transaction Agreement is terminated, as described in “The Separation and Distribution Agreement — The Separation — Special Cash Payment and Post-Closing Payments;”

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the risks inherent in requesting regulatory approval from multiple government agencies in multiple jurisdictions, as more fully described in “— Regulatory Approvals,” or that governmental authorities could attempt to condition their approval of the Transactions on compliance with certain burdensome conditions or that regulatory approvals may be delayed;

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the risk that the RMT Transaction Agreement and other agreements entered into in connection with the Transactions may be terminated in accordance with their terms prior to the Closing Date;

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the risk that the failure to complete the Transactions could negatively affect Xxxxxxxxxx’x stock price and future business and financial results;

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the potential downward pressure on the share price of Xxxxxxxxxx common stock after the completion of the Transactions that may result if Xxxxx stockholders seek to sell their shares of Xxxxxxxxxx common stock after the completion of the Transactions; and

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other risks of the type and nature described under “Risk Factors.”

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The foregoing discussion of the information and factors considered by the Xxxxxxxxxx Board is not exhaustive and is not provided in any specific order or ranking. In view of the wide variety of factors considered by the Xxxxxxxxxx Board in connection with its evaluation of the Transactions and the complexity of these matters, the Xxxxxxxxxx Board did not consider it practical to, and it did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. In consideration of the factors described above and any other factors, individual members of the Xxxxxxxxxx Board may have viewed factors differently or given different weights to other or different factors.

After considering the various potentially positive and negative factors, including the foregoing, the Xxxxxxxxxx Board determined that, in the aggregate, the potential benefits of the Transactions outweigh the risks and uncertainties of the Transactions.

The foregoing discussion of the information and factors considered by the Xxxxxxxxxx Board utilized forward-looking information. This information should be read in light of the factors described in “Cautionary Note Regarding Forward-Looking Statements.”

Accordingly, the Xxxxxxxxxx Board recommends that Xxxxxxxxxx shareholders vote “FOR” the Share Issuance proposal, “FOR” the Charter Amendment proposals, “FOR” the Omnibus Plan proposal and “FOR” the “Golden Parachute” Compensation proposal.

Opinion of Xxxxxxxxxx’x Financial Advisor

Pursuant to an engagement letter, Xxxxxxxxxx retained X.X. Xxxxxx to deliver a fairness opinion in connection with the Transactions.

At the meeting of the Xxxxxxxxxx Board on February 6, 2024, X.X. Xxxxxx rendered its oral opinion to the Xxxxxxxxxx Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the Merger Consideration to be paid by Xxxxxxxxxx in the Transactions was fair, from a financial point of view, to Xxxxxxxxxx. X.X. Xxxxxx has confirmed its February 6, 2024, oral opinion by delivering its written opinion to the Xxxxxxxxxx Board, dated as of February 6, 2024, that, as of such date, the Merger Consideration to be paid by Xxxxxxxxxx in the Transactions was fair, from a financial point of view, to Xxxxxxxxxx.

The full text of the written opinion of X.X. Xxxxxx dated as of February 6, 2024, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is

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attached as Annex D to this document and is incorporated herein by reference. The summary of the opinion of X.X. Xxxxxx set forth in this document is qualified in its entirety by reference to the full text of such opinion. Xxxxxxxxxx’x shareholders are urged to read the opinion in its entirety. X.X. Xxxxxx’x written opinion was addressed to the Xxxxxxxxxx Board (in its capacity as such) in connection with and for the purposes of its evaluation of the Transactions, was directed only to the Merger Consideration to be paid in the Transactions and did not address any other aspect of the Transactions. X.X. Xxxxxx expressed no opinion as to the fairness of the Merger Consideration to the holders of any class of securities, creditors or other constituencies of Xxxxxxxxxx or as to the underlying decision by Xxxxxxxxxx to engage in the Transactions. The issuance of X.X. Xxxxxx’x opinion was approved by a fairness committee of X.X. Xxxxxx. The summary of the opinion of X.X. Xxxxxx set forth in this document is qualified in its entirety by reference to the full text of such opinion. The opinion does not constitute a recommendation to any shareholder of Xxxxxxxxxx as to how such shareholder should vote with respect to the Transactions or any other matter.

In arriving at its opinion, X.X. Xxxxxx, among other things:

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reviewed a draft of the RMT Transaction Agreement dated February 2, 2024;

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reviewed certain publicly available business and financial information concerning Xxxxxxxxxx and Xxxxx (including Spinco) and the industries in which they operate;

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compared the proposed financial terms of the Transactions with the publicly available financial terms of certain transactions involving companies X.X. Xxxxxx deemed relevant and the merger consideration received for such companies;

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compared the financial and operating performance of Xxxxxxxxxx and Xxxxx (including Spinco) with publicly available information concerning certain other companies X.X. Xxxxxx deemed relevant;

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reviewed certain internal financial analyses and forecasts prepared by the managements of Xxxxxxxxxx and Xxxxx relating to their respective businesses (including Spinco’s business), as modified by the management of Xxxxxxxxxx to reflect their views concerning Spinco’s financial analyses and forecasts, as well as the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the Transactions (the “Synergies”); and

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•

performed such other financial studies and analyses and considered such other information as X.X. Xxxxxx deemed appropriate for the purposes of its opinion.

​

In addition, X.X. Xxxxxx held discussions with certain members of the management of Xxxxxxxxxx and Xxxxx with respect to certain aspects of the Transactions, and the past and current business operations of Xxxxxxxxxx and Xxxxx (including Spinco), the financial condition and future prospects and operations of Xxxxxxxxxx and Xxxxxx, the effects of the Transactions on the financial condition and future prospects of Xxxxxxxxxx, Xxxxx and Xxxxxx and certain other matters X.X. Xxxxxx believed necessary or appropriate to its inquiry.

In giving its opinion, X.X. Xxxxxx relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with X.X. Xxxxxx by Xxxxxxxxxx and Xxxxx or otherwise reviewed by or for X.X. Xxxxxx, and X.X. Xxxxxx did not independently verify (and did not assume responsibility or liability for independently verifying) any such information or its accuracy or completeness. X.X. Xxxxxx did not conduct or was not provided with any valuation or appraisal of any assets or liabilities, nor did X.X. Xxxxxx evaluate the solvency of Xxxxxxxxxx and Xxxxx under any applicable laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to X.X. Xxxxxx or derived therefrom, including the Synergies, X.X. Xxxxxx assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Xxxxxxxxxx and Spinco to which such analyses or forecasts relate. X.X. Xxxxxx expressed no view as to such analyses or forecasts (including the Synergies) or the assumptions on which they were based. X.X. Xxxxxx also assumed that the Transactions will have the tax consequences described to it and in discussions with, and materials furnished to X.X. Xxxxxx by, representatives of Xxxxxxxxxx, and that the other transactions contemplated by the RMT Transaction Agreement will be consummated as described in the RMT Transaction Agreement, and that the definitive Agreement would not differ in any material respect from the draft thereof provided to X.X. Xxxxxx. X.X. Xxxxxx also assumed that the representations and warranties

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made by Xxxxxxxxxx and Xxxxx in the RMT Transaction Agreement and the other Transaction Documents were and will be true and correct in all respects material to its analysis. X.X. Xxxxxx is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Xxxxxxxxxx with respect to such issues. X.X. Xxxxxx further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Transactions will be obtained without any adverse effect on Xxxxxxxxxx, Xxxxx or Spinco or on the contemplated benefits of the Transactions.

The projections furnished to X.X. Xxxxxx were prepared by Xxxxxxxxxx’x management. Xxxxxxxxxx does not publicly disclose internal management projections of the type provided to X.X. Xxxxxx in connection with X.X. Xxxxxx’x analysis of the proposed Transactions, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Xxxxxxxxxx’x management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the section entitled “— Prospective Financial Information” beginning on page 141 of this document.

X.X. Xxxxxx’x opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to X.X. Xxxxxx as of, the date of such opinion. X.X. Xxxxxx’x opinion noted that subsequent developments may affect X.X. Xxxxxx’x opinion, and that X.X. Xxxxxx does not have any obligation to update, revise or reaffirm such opinion. X.X. Xxxxxx’x opinion is limited to the fairness, from a financial point of view, of the Merger Consideration to be paid by Xxxxxxxxxx in the proposed Transactions, and X.X. Xxxxxx has expressed no opinion as to the fairness of any consideration to the holders of any class of securities, creditors or other constituencies of Xxxxxxxxxx or the underlying decision by Xxxxxxxxxx to engage in the Transactions. Furthermore, X.X. Xxxxxx expressed no opinion with respect to the amount or nature of any compensation to any officers, directors or employees of any party to the proposed Transactions, or any class of such persons, relative to the consideration in the proposed Transactions or with respect to the fairness of any such compensation. X.X. Xxxxxx expressed no opinion as to the price at which Xxxxxxxxxx common stock or the Xxxxx common stock will trade at any future time.

The terms of the RMT Transaction Agreement, including the exchange ratio, were determined through arm’s-length negotiations between Xxxxxxxxxx and Xxxxx, and the decision to enter into the RMT Transaction Agreement was solely that of the Xxxxxxxxxx Board and the Xxxxx Board. X.X. Xxxxxx’x opinion and financial analyses were only one of the many factors considered by the Xxxxxxxxxx Board in its evaluation of the proposed Transactions and should not be viewed as determinative of the views of the Xxxxxxxxxx Board or management with respect to the proposed Transactions or the consideration or exchange ratio.

In accordance with customary investment banking practice, X.X. Xxxxxx employed generally accepted valuation methodology in rendering its opinion to the Xxxxxxxxxx Board on February 6, 2024, and within the presentation delivered to the Xxxxxxxxxx Board on such date in connection with the rendering of such opinion and does not purport to be a complete description of the analyses or data presented by X.X. Xxxxxx. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and to more fully understand the financial analyses used by X.X. Xxxxxx, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of X.X. Xxxxxx’x analyses.

Public Trading Multiples.   X.X. Xxxxxx conducted a public trading multiples analysis of Xxxxxxxxxx and Spinco. A public trading multiples analysis attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded.

Xxxxxxxxxx Public Trading Multiples Analysis

Using publicly available information, X.X. Xxxxxx compared selected financial data of Xxxxxxxxxx with similar data for selected publicly traded companies engaged in businesses which X.X. Xxxxxx judged to be analogous to Xxxxxxxxxx. The companies selected by X.X. Xxxxxx were:

•

Mativ Holdings

​

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•

Xxxxx Global Group, Inc.

​

These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of X.X. Xxxxxx’x analysis, may be considered similar in certain respects to those of Xxxxxxxxxx. The analysis necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than would affect Glatfelter. For each comparable company, publicly available financial performance through the 12 months ended December 31, 2023, and consensus estimates dated as of February 5, 2024, were measured. Mativ Holdings and Xxxxx had trading multiples of 7.3x and 6.7x of 2024 Adjusted EBITDA for the 12 months ended December 31, 2024, respectively. Based on these values, X.X. Xxxxxx selected a range of 6.5x-7.5x of 2024 Adjusted EBITDA. These multiples were then applied to Xxxxxxxxxx’x estimated adjusted EBITDA for the fiscal year ending December 31, 2024, of $130 million. Assuming Xxxxxxxxxx’x net debt of $803 million as of September 30, 2023, the analysis indicated the following range of implied equity values rounded to the nearest $5 million:

Xxxxxxxxxx Implied Equity Value (in millions)

​

​

​

Low

​

​

High

​

6.5x – 7.5x FY 2024 Adjusted EBITDA

​

​

​

$

40

​

​

​

​

$

175

​

​

Spinco Public Trading Multiples Analysis

Using publicly available information, X.X. Xxxxxx compared selected financial data of Spinco with similar data for selected publicly traded companies engaged in businesses which X.X. Xxxxxx judged to be analogous to Spinco. The companies selected by X.X. Xxxxxx were:

•

Xxxxxxxxxx Corporation

​

•

Mativ Holdings

​

•

Xxxxx Global Group, Inc.

​

These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of X.X. Xxxxxx’x analysis, may be considered similar in certain respects to those of Spinco. The analysis necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than would affect Spinco. For each comparable company, publicly available financial performance through the 12 months ended December 31, 2023, and consensus estimates dated as of February 5, 2024, were measured. Xxxxxxxxxx, Mativ Holdings and Xxxxx had trading multiples of 6.6x, 7.3x and 6.7x of 2024 Adjusted EBITDA for the 12 months ended December 31, 2024, respectively. Based on these values, X.X. Xxxxxx selected a range of 6.5x-7.5x of 2024 Adjusted EBITDA. These multiples were then applied to Spinco’s estimated calendar year 2024 EBITDA of $286 million. Assuming SpinCo’s cash balance of $214 million at transaction close and Spinco’s estimated dividend payout to Xxxxx of $1,124 million, the analysis indicated the following range of implied equity values rounded to the nearest $5 million:

Spinco Implied Equity Value (in millions)

​

​

​

Low

​

​

High

​

6.5x – 7.5x FY 2024 Adjusted EBITDA

​

​

​

$

950

​

​

​

​

$

1,235

​

​

Xxxxxxxxxx Selected Transaction Analysis

Using publicly available information, X.X. Xxxxxx examined selected transactions with respect to the nonwoven materials, films and woven fabrics business. Specifically, X.X. Xxxxxx reviewed the following transactions:

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​	Date	​	​	Acquiror	​	​	Target	​	​	FV / LTM EBITDA Multiples	​
​	July 2021	​	​	Xxxxxxxxxx Corporation	​	​	Xxxxx Xxxx	​	​	10.1x	​
​	January 2021	​	​	Xxxxxxxxxx Corporation	​	​	Georgia-Pacific LLC (US Nonwovens)	​	​	8.8x	​
​	September 2020	​	​	Xxxx Capital	​	​	Xxxxxxxx-Munksjö Oyj	​	​	9.9x	​
​	June 2018	​	​	Xxxxxxxxxx Corporation	​	​	Georgia-Pacific LLC (Europe Nonwovens)	​	​	10.3x	​
​	November 2016	​	​	Lydall Inc.	​	​	MGF Gutsche GmbH & Co. KG	​	​	9.6x	​
​	July 2016	​	​	Lydall Inc.	​	​	Texel, Technical Materials Inc.	​	​	8.6x	​
​	July 2015	​	​	Xxxxx Global Group, Inc.	​	​	Avintiv Inc.	​	​	8.1x	​

Based on these values, X.X. Xxxxxx selected a range of 8.0x-10.0x of 2023 Adjusted EBITDA. These multiples were then applied to Xxxxxxxxxx’x estimated calendar year 2023 EBITDA of $103 million. Assuming SpinCo’s cash of $214 million at transaction close, the analysis indicated the following range of implied equity values rounded to the nearest $5 million:

Xxxxxxxxxx Implied Equity Value (in millions)

​

​

​

Low

​

​

High

​

8.0x – 10.0x 2023 Adjusted EBITDA

​

​

​

$

15

​

​

​

​

$

220

​

​

Discounted Cash Flow Analysis.   X.X. Xxxxxx conducted a separate discounted cash flow analysis of Xxxxxxxxxx and Xxxxxx.

Xxxxxxxxxx Discounted Cash Flow Analysis

X.X. Xxxxxx performed a discounted cash flow analysis of Xxxxxxxxxx for the purpose of determining the fully diluted equity value per share for Xxxxxxxxxx common stock. X.X. Xxxxxx calculated the unlevered free cash flows that Xxxxxxxxxx is expected to generate during fiscal years 2024 through 2028 based upon financial projections prepared by the management of Xxxxxxxxxx through the years ended 2028. X.X. Xxxxxx also calculated a range of terminal values of Xxxxxxxxxx at the end of the five-year period ending 2028 by applying a perpetual growth rate ranging from 1.5% to 2.5% of the unlevered free cash flow of Xxxxxxxxxx during the final year of the five-year period. The unlevered free cash flows and the range of terminal values were then discounted to present values using a range of discount rates from 10.5% to 11.5%, which were chosen by X.X. Xxxxxx based upon an analysis of the weighted average cost of capital of Glatfelter. The present value of the unlevered free cash flows and the range of terminal values were then adjusted for Xxxxxxxxxx’x estimated 2023 fiscal year-end net debt of $810 million and the estimated present value of the standalone tax assets of $20 million. Based on the adjusted management projections and a discount rate ranging from 10.5% to 11.5%, the discounted cash flow analysis indicated a range of equity values of between $55 million and $245 million (rounded to the nearest $5 million) of Xxxxxxxxxx common stock on a stand-alone basis (i.e., without synergies).

Spinco Discounted Cash Flow Analysis

In addition, X.X. Xxxxxx performed a separate discounted cash flow analysis of Spinco for the purpose of determining the fully diluted equity value of Spinco. X.X. Xxxxxx calculated the unlevered free cash flows that Spinco is expected to generate during fiscal years 2024 through 2028 based upon financial projections prepared by the management of Xxxxxxxxxx through the years ended 2028. X.X. Xxxxxx also calculated a range of terminal values of Spinco at the end of the five-year period ending 2028 by applying a perpetual growth rate ranging from 1.5% to 2.5% of the unlevered free cash flow of Spinco during the final year of the five-year period. The unlevered free cash flows and the range of terminal values were then discounted to present values using a range of discount rates from 8.5% to 9.5%, which were chosen by X.X. Xxxxxx based upon an analysis of the weighted average cost of capital of Spinco. The present value of the unlevered free

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cash flows and the range of terminal values were then adjusted for Spinco’s estimated cash balance of $214 million at transaction close and Spinco’s estimated dividend payout to Xxxxx of $1,124 million. Based on the adjusted management projections and a discount rate ranging from 8.5% to 9.5%, the discounted cash flow analysis indicated a range of equity values of between $1,500 million and $2,235 million on a stand-alone basis (i.e., without synergies).

Synergies Discounted Cash Flow Analysis

X.X. Xxxxxx performed a separate discounted cash flow analysis of cash flows that Magnera was forecasted to generate from synergies. X.X. Xxxxxx calculated the unlevered free cash flows that the projected net synergies were expected to generate in each of the five fiscal years following completion of the transactions based on Xxxxxxxxxx management forecast for the synergies. X.X. Xxxxxx also calculated a range of terminal values for the projected net synergies at the end of this period by applying a terminal growth rate of 2.0% to the unlevered free cash flows expected to be generated by the projected net synergies using a run-rate of synergies ranging of $80 million. The unlevered free cash flows and the range of terminal values were then discounted to present values using a range of discount rates from 9.1% to 10.1%, which were chosen by X.X. Xxxxxx based upon an analysis of the EBITDA-weighted average cost of capital of Xxxxxxxxxx and Spinco. This analysis indicated an implied equity value reference range for such synergies of $543 million to $719 million and an approximate implied equity value of $619 million.

Relative Valuation Analysis

Based upon the implied valuations for each of Xxxxxxxxxx and Xxxxxx as derived above under “— Xxxxxxxxxx Public Trading Multiples Analysis,” “— Spinco Public Trading Multiples Analysis,” “— Xxxxxxxxxx Discounted Cash Flow Analysis” and “— Spinco Discounted Cash Flow Analysis,” X.X. Xxxxxx calculated a range of Xxxxxxxxxx’x implied pro forma ownership of Magnera following the consummation of the Transactions, and then compared the proposed pro forma ownership of Magnera to the range of Xxxxxxxxxx’x implied pro forma ownership of the combined company following the consummation of the Transactions. This analysis indicated the following implied pro forma ownership percentages:

​

​

​

Xxxxxxxxxx’x Implied Pro Forma Ownership

​

Valuation Methodology

​

​

Low

​

​

Midpoint

​

​

High

​

Xxxxxxxxxx and Spinco 2024 Trading Multiples

​

​

​

​

3.3%

​

​

​

​

​

9.0%

​

​

​

​

​

15.4%

​

​

Xxxxxxxxxx and Spinco Discounted Cash Flow Analysis

​

​

​

​

2.4%

​

​

​

​

​

7.2%

​

​

​

​

​

14.1%

​

​

Value Creation Analysis

X.X. Xxxxxx conducted a value creation analysis that compared the implied equity value per share of Xxxxxxxxxx derived from a discounted cash flow valuation on a stand-alone basis to the pro forma Magnera implied equity value. X.X. Xxxxxx determined the pro forma Magnera implied equity value per share including expected synergies by calculating: (1) the sum of (a) the implied equity value of Xxxxxxxxxx using the midpoint value determined in X.X. Xxxxxx’x discounted cash flow analysis described above, (b) the implied equity value of Spinco using the midpoint value determined in X.X. Xxxxxx’x discounted cash flow analysis described above and (c) the estimated present value of the Synergies estimated by management of Xxxxxxxxxx, discounted to present value using the respective discount rates and terminal growth rates described above, minus (2) the sum of (a) the net impact of the tax assets, (b) the dividend payout to Xxxxx and (c) estimated transaction costs incurred in connection with the transaction. The analysis indicated that the Transactions created incremental implied value for the holders of Xxxxxxxxxx common stock. The analysis reported a DCF value creation for Xxxxxxxxxx of $106 million.

Miscellaneous.   The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by X.X. Xxxxxx. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. X.X. Xxxxxx believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view

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of X.X. Xxxxxx with respect to the actual value of Xxxxxxxxxx or Xxxxx. The order of analyses described does not represent the relative importance or weight given to those analyses by X.X. Xxxxxx. In arriving at its opinion, X.X. Xxxxxx did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Xxxxxx, X.X. Xxxxxx considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by X.X. Xxxxxx are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, X.X. Xxxxxx’x analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to Xxxxxxxxxx or Xxxxx, and none of the selected transactions reviewed were identical to the Transactions. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of X.X. Xxxxxx’x analysis, may be considered similar to those of Xxxxxxxxxx and Berry. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of X.X. Xxxxxx’x analysis, may be considered similar to the Transactions. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Xxxxxxxxxx and Xxxxx and the transactions compared to the Transactions.

As a part of its investment banking business, X.X. Xxxxxx and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. X.X. Xxxxxx was selected to advise Xxxxxxxxxx with respect to the Transactions and deliver an opinion to the Xxxxxxxxxx Board with respect to the Transactions on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Xxxxxxxxxx, Xxxxx and the industries in which they operate.

For services rendered in connection with the Transactions, Xxxxxxxxxx has agreed to pay X.X. Xxxxxx $18 million, $5 million of which became payable upon delivery of the opinion, and the remainder of which shall be payable upon the closing of the Transactions. In addition, Xxxxxxxxxx has agreed to reimburse X.X. Xxxxxx for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had and continue to have commercial or investment banking relationships with Glatfelter and Berry for which J.P. Morgan and such affiliates have received or will receive customary compensation. Such services during such period have included acting as joint lead bookrunner on Berry’s offerings of debt securities in March 2023 and January 2024 and as joint lead arranger and bookrunner on Berry’s credit facilities in June 2023 and October 2023. During the two-year period preceding delivery of its opinion ending on February 6, 2024, the aggregate fees recognized by J.P. Morgan from Glatfelter were approximately $460,000 and from Berry were approximately $1.3 million. J.P. Morgan and its affiliates hold, on a proprietary basis, less than 2% of the outstanding common stock of each of Glatfelter and Berry. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Glatfelter or Berry for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.

Prospective Financial Information

Glatfelter Projections

Glatfelter does not, as a matter of course, publicly disclose long-term projections as to future revenue, earnings or other results, and projections for extended periods are of particular concern given the unpredictability of the underlying assumptions and estimates. However, in connection with Glatfelter’s

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consideration of a potential transaction involving Berry and the HHNF Business, in September 2023, Glatfelter management updated its non-public, internal financial projections for fiscal years 2023 through 2028 (the “Glatfelter September Management Projections”). Glatfelter also updated the non-public financial projections for fiscal years 2023 through 2028 in February 2024 (the “Glatfelter February Management Projections” and, together with the Glatfelter September Management Projections, the “Glatfelter Projections”). Glatfelter management provided the Glatfelter Projections to the Glatfelter Board in connection with its evaluation of the Transactions. The Glatfelter Projections were also provided to Glatfelter’s financial advisor, and Glatfelter’s financial advisor was directed by Glatfelter to use and rely upon the Glatfelter February Management Projections for purposes of its financial analysis and opinion as more fully described above under “Opinion of Glatfelter’s Financial Advisor.” In connection with the due diligence review of Glatfelter by Berry, certain of the Glatfelter September Management Projections were also provided to Berry.

The material estimates and assumptions made by Glatfelter’s management team in connection with the preparation of the Glatfelter September Management Projections include:

•

Pro forma adjustments to the 2023 estimates for items like the sale of a business with an EBITDA loss, a full year of benefit from actions in place as part of the turnaround strategy, and other adjustments, to project 2023 pro forma estimates (“2023PFE”).

​

•

Revenue growth at a compounded annual growth rate of 2.9% for fiscal years 2023 through 2028, reflecting slower growth in 2024 and an increase in Glatfelter’s nonwovens volume in 2025 and beyond and continued pricing improvements to offset inflation.

​

•

Adjusted EBITDA growth at a compounded annual growth rate of 7.4% for fiscal years 2023 through 2028, reflective of continued improvement of the Spunlace segment, new product and new business development, operational enhancements, turnaround strategy benefits and product mix improvements.

​

•

Capital expenditures increasing at a compounded annual growth rate of 9.4% for fiscal years 2023 through 2028, primarily driven by an enhanced focus on factory sustaining projects, capacity optimization and cost reduction spending.

​

The material estimates and assumptions made by Glatfelter management in connection with the preparation of the Glatfelter February Management Projections were the same as the ones detailed for the Glatfelter September Management Projections above, except for the following:

•

Revenue growth at a compounded annual growth rate of 4.0%, for fiscal years 2023 through 2028, reflective of modestly favorable broader trends in the specialty materials industry.

​

•

Adjusted EBITDA growth at a compounded annual growth rate of 7.2% for fiscal years 2023 through 2028.

​

•

Capital Expenditures increasing at a compounded annual growth rate of 18.1% for fiscal years 2023 through 2028, primarily driven by new potential product manufacturing investments.

​

The Projections (as defined below) included revenue, adjusted EBITDA, capital expenditures and unlevered free cash flow. Adjusted EBITDA is a non-GAAP financial measure and defined as earnings before interest, taxes, depreciation and amortization adjusted for non-recurring items. Unlevered Free Cash Flow is defined as net operating profit after tax adjusted by including depreciation and amortization and excluding capital expenditures, stock-based compensation and change in working capital.

The following is a summary of the Glatfelter September Management Projections:

​

​

​

Year Ending December 31, ($ in million)

​

​

​

​

2023PFE

​

​

2024E

​

​

2025E

​

​

2026E

​

​

2027E

​

​

2028E

​

Revenue

​

​

​

$

1,411

​

​

​

​

$

1,442

​

​

​

​

$

1,496

​

​

​

​

$

1,572

​

​

​

​

$

1,595

​

​

​

​

$

1,627

​

​

Adjusted EBITDA

​

​

​

​

125

​

​

​

​

​

130

​

​

​

​

​

150

​

​

​

​

​

165

​

​

​

​

​

172

​

​

​

​

​

179

​

​

Capital Expenditures

​

​

​

​

34

​

​

​

​

​

35

​

​

​

​

​

41

​

​

​

​

​

48

​

​

​

​

​

53

​

​

​

​

​

53

​

​

Unlevered Free Cash Flow

​

​

​

​

42

​

​

​

​

​

80

​

​

​

​

​

89

​

​

​

​

​

95

​

​

​

​

​

94

​

​

​

​

​

99

​

​

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The following is a summary of the Glatfelter February Management Projections:

​

​

​

Year Ending December 31, ($ in million)

​

​

​

​

2023PFE

​

​

2024E

​

​

2025E

​

​

2026E

​

​

2027E

​

​

2028E

​

Revenue

​

​

​

$

1,411

​

​

​

​

$

1,442

​

​

​

​

$

1,496

​

​

​

​

$

1,572

​

​

​

​

$

1,644

​

​

​

​

$

1,713

​

​

Adjusted EBITDA

​

​

​

​

127

​

​

​

​

​

130

​

​

​

​

​

150

​

​

​

​

​

165

​

​

​

​

​

173

​

​

​

​

​

180

​

​

Capital Expenditures

​

​

​

​

34

​

​

​

​

​

37

​

​

​

​

​

37

​

​

​

​

​

82

​

​

​

​

​

80

​

​

​

​

​

78

​

​

Unlevered Free Cash Flow

​

​

​

​

—

​

​

​

​

​

70

​

​

​

​

​

82

​

​

​

​

​

47

​

​

​

​

​

62

​

​

​

​

​

69

​

​

Adjusted HHNF Projections

Berry does not, as a matter of course, publicly disclose long-term projections as to future revenue, earnings or other results for any of its businesses, including the HHNF Business, and projections for extended periods are of particular concern given the unpredictability of the underlying assumptions and estimates. However, in connection with its due diligence review of the HHNF Business, Glatfelter was provided with certain non-public financial information relating to the HHNF Business, including certain internal financial forecasts, estimates and other financial and operating data relating to the HHNF Business prepared by Berry management for fiscal years 2024 through 2028 (the “HHNF Projections”). The material estimates and assumptions used in connection with the preparation of the HHNF Projections provided by Berry to Glatfelter include:

•

Pro forma adjustments to the fiscal 2024 estimates for items like estimated incremental standalone costs partially offset by a full year of benefit from cost saving initiatives and restructuring actions to project 2024 pro forma estimates (“2024E”).

​

•

Revenue growth at a compounded annual growth rate of 3.7% for fiscal years 2023 through 2028, reflecting nonwovens volume growth consistent with that of expected the overall global nonwovens market.

​

•

Adjusted EBITDA growth at a compounded annual growth rate of 9.7% for fiscal years 2024 through 2028, reflective of new product and new business development, operational enhancements and product mix improvements normalizing to historical levels.

​

•

Capital expenditures increasing at a compounded annual growth rate of 1.7% for fiscal years 2024 through 2028, primarily driven by capacity optimization and cost reduction spending.

​

Subsequently, Glatfelter management made certain adjustments to the HHNF Projections provided by Berry to generally reduce such forecasts, specifically to reflect growth rates which Glatfelter management believed were reasonable, including: (1) reducing the 2023 to 2024 annual revenue growth in the HHNF Business forecast downward to 3% and thereafter maintaining the 2.9% cumulative annual growth rate from fiscal years 2024 to 2028; (2) margin inflection of 40bps in Adjusted EBITDA in fiscal 2024, with margin recovery starting in fiscal 2025 and growing to 14% in fiscal 2028; and (3) capital expenditures growth equal to 6.5% of revenue in fiscal 2025 from new manufacturing investments and normalizing to 3.6% of revenue by fiscal 2028, (the “adjusted HHNF Projections” and together with the Glatfelter Projections, the “Projections”). These adjustments were based on the judgment and experience in the industry of Glatfelter management, including Glatfelter management’s evaluation of the HHNF Business and discussions with the managements of Berry and the HHNF Business. The adjusted HHNF Projections were also provided to the Glatfelter Board in connection with its evaluation of the Transactions and to Glatfelter’s financial advisor, who was directed to use and rely upon the adjusted HHNF Projections for purposes of its financial analysis and opinion.

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The following is a summary of the HHNF Projections, as adjusted by Glatfelter management:

​

​

​

Year Ending September 30, ($ in million)

​

​

​

​

2024E

​

​

2025E

​

​

2026E

​

​

2027E

​

​

2028E

​

Revenue

​

​

​

$

2,335

​

​

​

​

$

2,386

​

​

​

​

$

2,477

​

​

​

​

$

2,550

​

​

​

​

$

2,617

​

​

Adjusted EBITDA(a)

​

​

​

​

282

​

​

​

​

​

299

​

​

​

​

​

322

​

​

​

​

​

343

​

​

​

​

​

367

​

​

Capital Expenditures

​

​

​

​

87

​

​

​

​

​

156

​

​

​

​

​

116

​

​

​

​

​

96

​

​

​

​

​

93

​

​

Unlevered Free Cash Flow

​

​

​

​

116

​

​

​

​

​

99

​

​

​

​

​

156

​

​

​

​

​

192

​

​

​

​

​

213

​

​

​

(a)

Includes standalone costs.

​

Projections Generally

The summary of the Projections set forth above is included to provide shareholders access to certain formerly non-public information that was provided to the Glatfelter Board and Glatfelter’s financial advisor, as well as to Berry in the case of the Glatfelter Projections. The Projections are not included in this document in order to influence any shareholder to make any investment decision or to influence the votes concerning the Share Issuance proposal, the Charter Amendment proposals, the Omnibus Plan proposal and the “Golden Parachute” Compensation proposal that will be conducted at the Glatfelter special meeting, or for any other purpose.

The assumptions reflected in the Projections are subject to change and such projections do not reflect revised prospects for Glatfelter’s business or the HHNF Business or changes in general business or economic conditions or any other transactions, circumstances or events occurring after the date they were prepared, including the Transactions contemplated by the RMT Transaction Agreement and the Separation and Distribution Agreement and the effect of any failure of the Merger or the other Transactions to occur. There can be no assurance that the results reflected in the Projections will be realized or that actual results will not materially vary from such projections. In addition, the Projections cover multiple years and such information by its nature becomes less predictive with each successive year. The Projections included in this document should not be relied on as necessarily predictive of actual future events nor construed as financial guidance. The Glatfelter Projections and the adjusted HHNF Projections should be evaluated in conjunction with the limitations described above and the historical financial statements and other information regarding Glatfelter and the HHNF Business contained or incorporated by reference in this document.

Investors are urged to review “Risk Factors” and Glatfelter’s most recent SEC filings for a description of risk factors with respect to Glatfelter’s business. They should also read “Cautionary Note Regarding Forward-Looking Statements” and “Where You Can Find More Information; Incorporation by Reference” for additional information regarding the risks inherent in forward-looking information such as the Projections.

The Projections were not prepared with a view toward complying with GAAP (including because certain metrics are non-GAAP measures, and such projections do not include footnote disclosures as may be required by GAAP), the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Projections have been prepared by and are the responsibility of Glatfelter management. Neither Glatfelter’s independent registered public accounting firm Deloitte & Touche LLP, nor Berry’s independent registered public accounting firm Ernst & Young LLP, or any other independent accountants, have compiled, reviewed, audited, examined or performed any other procedures, or expressed any form of assurance, with respect to the Projections included in this document, they have not expressed any opinion or any other form of assurance on such projections or the achievability of the results reflected in such projections, and they assume no responsibility for, and disclaim any association with, such projections. The report of Deloitte & Touche LLP incorporated by reference in this document relates only to Glatfelter’s historical financial statements and does not extend to the prospective financial information and should not be read to do so. The report of Ernst & Young LLP included in this document, which is referred to and made part of this document, relates to the HHNF Business’s historical audited financial statements and

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does not extend to the unaudited prospective financial information and should not be read to do so. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures such as those used in the Projections may not be comparable to similarly titled amounts used by other companies or persons. The non-GAAP financial measures set forth above should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP. Neither Glatfelter nor Spinco is providing a quantitative reconciliation of these forward-looking non-GAAP financial measures. The adjustments required for any such reconciliation of such forward-looking non-GAAP financial measures cannot be accurately forecast, and therefore the reconciliation has been omitted. Reconciliations of non-GAAP financial measures were not provided to the Glatfelter Board or to Glatfelter’s financial advisor in connection with the Transactions.

For the reasons described above, readers of this document are cautioned not to place undue, if any, reliance on the Projections. None of Glatfelter, Berry or Spinco has made any representation to the others in the RMT Transaction Agreement concerning any such projections.

NEITHER GLATFELTER NOR SPINCO INTEND TO, AND, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ANY OBLIGATION TO, UPDATE OR OTHERWISE REVISE THE ABOVE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH FORECASTS ARE NOT REALIZED.

Berry’s Reasons for the Transactions

The Berry Board and its senior management regularly review and discuss performance and overall strategic direction, as well as developments in the industries in which Berry operates, and consider potential opportunities to strengthen Berry’s business and enhance stockholder value. From time-to-time Berry has had discussions with its financial advisors and outside legal counsel to further explore potential taxable and tax-free alternatives for divesting all or portions of its Health, Hygiene & Specialties division.

In reaching its decision to approve the Transactions, the Berry Board and its senior management consulted with advisors, and considered a wide variety of factors, including the factors listed below, in support of its decision:

•

due to the cyclical nature of the HHNF business, following the Transactions, Berry’s operational trends and capex needs are expected align more closely with its plastic packaging peer group;

​

•

the expectation that the Separation, Distribution and Merger generally would result in a tax-efficient disposition of the HHNF Business for Berry and Berry stockholders;

​

•

Berry would receive approximately $1.00 billion of consideration (after taking into account certain adjustments) in connection with the Transactions, which is expected to be used for repayment of certain debt, payment of dividends and/or share repurchases;

​

•

the ability of the management team of Berry to concentrate on the investment requirements and growth opportunities of the Berry business (apart from the HHNF Business) following the Transactions;

​

•

the synergies associated with a combination of Glatfelter and the HHNF Business are expected to lead to increased value to Berry stockholders. Additionally, given Glatfelter is already a US public registrant and the HHNF Business is a carve-out from Berry, the negative synergies and risks from divesting the HHNF Business on a standalone basis are partially mitigated;

​

•

the expectation that Berry stockholders receiving Spinco common stock in the Spinco Distribution would own approximately 90% of the outstanding shares of Glatfelter common stock, on a fully diluted basis, immediately following the completion of the Transactions and will have the opportunity to participate in Magnera’s potential future growth and expected synergies to the extent that they elect to retain all or a portion of those shares of Magnera;

​

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•

the review by the Berry Board, with Berry’s senior management and outside advisors, of the terms and conditions and structure of the RMT Transaction Agreement, the Separation Agreement, the form of the Tax Matters Agreement, the Employee Matters Agreement and the other agreements relating to the Transactions, including the parties’ representations, warranties and covenants, the conditions to their respective obligations and the termination provisions, as well as the likelihood of the consummation of the Transactions and Berry’s evaluation of the likely time period necessary to close the Transactions;

​

The Berry Board and its senior management also considered a variety of risks and potentially negative factors, including the following:

•

the possibility that the Transactions may not be completed on the terms or timeline currently contemplated by Berry and Glatfelter or at all, including for reasons outside of the control of Berry or Glatfelter;

​

•

the risk that the completion of the Transactions, or the failure to complete the Transactions, could negatively affect Berry’s stock price and future business and financial results;

​

•

because the consideration to be received by Berry stockholders in the Transactions consists of a fixed percentage of shares of Glatfelter common stock, the value of the Glatfelter common stock received in the Merger could fluctuate significantly based on a number of factors, most of which are outside of the control of Berry or are unrelated to the performance of the HHNF Business and many of which are outside of the control of both Berry and Glatfelter, including general market conditions;

​

•

the risk that the HHNF Business may be unable to retain, recruit and motivate employees as a result of the announcement of, and during the pendency of, the Transactions;

​

•

risks relating to the separation of the HHNF Business from Berry and the operation of the HHNF Business as a separate business from HHNF’s other businesses, including the loss of economies of scale and synergies from being a part of larger Berry;

​

•

the risks inherent in requesting regulatory approval from multiple government agencies in multiple jurisdictions, as more fully described in “— Regulatory Approvals,” or that governmental authorities could attempt to condition their approval of the Transactions on compliance with certain burdensome conditions or that regulatory approvals may be delayed;

​

•

that Berry, prior to the completion of the Transactions, is required to conduct the HHNF Business in the ordinary course consistent with past practice, subject to specific limitations and exceptions, which could delay or prevent Berry from undertaking business opportunities that may arise prior to the completion of the Transactions;

​

•

the risk that the RMT Transaction Agreement and other agreements entered into in connection with the Transactions may be terminated in accordance with their terms prior to the Closing Date, including the ability of each of Berry and Glatfelter to terminate the RMT Transaction Agreement in the event that the Transactions have not been consummated by February 22, 2025; and

​

•

risks of the type and nature described under the section of this document entitled “Risk Factors.”

​

The foregoing discussion of the information and factors considered by the Berry Board and its senior management is not exhaustive. In view of the wide variety of factors considered by Berry in connection with its evaluation of the Transactions and the complexity of these matters, Berry did not consider it practical to, and it did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. After considering the various potentially positive and negative factors, including the foregoing, Berry determined that, in the aggregate, the potential benefits of the Transactions outweigh the risks and uncertainties of the Transactions.

The foregoing discussion of the information and factors considered by Berry utilized forward-looking information. This information should be read in light of the factors described in “Cautionary Note Regarding Forward-Looking Statements.”

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Ownership of Surviving Entity Following the Transactions

It is expected that upon completion of the First Merger, holders of Berry common stock that received shares of Spinco common stock in the Spinco Distribution will own approximately 90% of the outstanding shares of Glatfelter common stock on a fully diluted basis and holders of Glatfelter common stock as of immediately prior to the First Effective Time will own approximately 10% of the outstanding shares of Glatfelter common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger Glatfelter shareholder and Berry stockholder bases, as described under “The Transactions — Calculation of the Merger Consideration.” Based on the composition of the current significant stockholder bases of each of Berry and Glatfelter, no individual holder shall hold more than approximately 9.2% of the outstanding Glatfelter common stock immediately following the Merger.

Board of Directors and Management of Glatfelter Following the Transactions

Board of Directors

As of the Second Effective Time, the Glatfelter Board will consist of nine directors, consisting of (i) the CEO Designee, (ii) five Berry Designees and (iii) three Glatfelter Designees. The Chairperson of the Glatfelter Board will be one of the Glatfelter Designees. At least two of the Berry Designees and one of the Glatfelter Designees must be eligible to serve on the audit committee of the Glatfelter Board under the applicable requirements of the SEC and the NYSE. The Glatfelter Board will take all such actions as may be necessary to ensure that at least one Glatfelter Designee (or replacement Glatfelter Designee, if applicable) is appointed to serve on each committee of the Glatfelter Board, subject to applicable independence requirements.

The initial term of the Berry Designees and Glatfelter Designees will expire immediately following Glatfelter’s first annual meeting of shareholders that occurs after the Second Effective Time. At the expiration of such initial term, each member of the Glatfelter Board will thereafter be elected for a one-year term expiring immediately following each Glatfelter’s annual meeting of shareholders.

The RMT Transaction Agreement provides that, until the second annual meeting of Glatfelter’s shareholders that occurs after the Second Effective Time, if there is a vacancy created by illness, death, resignation, retirement or removal of (a) any Berry Designee (or replacement Berry Designee), then such vacancy will be filled by the affirmative vote of a majority of the remaining Berry Designees (and/or replacement Berry Designees), even if less than a quorum, or by a sole remaining Berry Designee (or replacement Berry Designee), or (b) any Glatfelter Designee (or replacement Glatfelter Designee), then such vacancy will be filled by the affirmative vote of a majority of the remaining Glatfelter Designees (and/or replacement Glatfelter Designees), even if less than a quorum, or by a sole remaining Glatfelter Designee (or replacement Glatfelter Designee); provided, however, that any such appointments will be made in accordance with applicable law and the rules of the NYSE (or other national securities exchange on which Glatfelter’s securities are listed at the relevant time).

The initial Berry Designees will be Michael (Mike) S. Curless, Samantha (Sam) J. Marnick, Carl J. (Rick) Rickertsen, Thomas (Tom) E. Salmon and Mary Dean Hall. Curtis (Curt) L. Begle will serve as Chief Executive Officer of Glatfelter and will therefore be the CEO Designee. The initial Glatfelter Designees will be Kevin M. Fogarty, Thomas M. Fahnemann and Bruce Brown. Listed below is the biographical information for each person who is currently expected to become a member of the Glatfelter Board as of the Second Effective Time.

Kevin M. Fogarty, 58, a Glatfelter Designee, has served as a director of Glatfelter since 2012 and as the non-executive chair of the board of directors of Glatfelter since August 2022. He retired as President, Chief Executive Officer and Director of Kraton Corporation, Inc. (“Kraton”), a leading global sustainable producer of specialty polymers and high-value bio-based products, following its sale to DL Chemical in March 2022. Before joining Kraton in 2005, Fogarty spent 14 years with the Koch Industries, Inc. family of companies, where he held a variety of roles, including President for Polymer and Resins at Invista and President of KoSa’s Polymer and Intermediaries business. Fogarty serves as non-executive Chair of the Board of Directors of Ecovyst Inc. (NYSE: ECVT), a leading integrated and innovative global provider of specialty catalysts and services. Fogarty is also a director of OPAL Fuels Inc. (NASDAQ: OPAL), a vertically

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integrated producer and distributor of renewable natural gas (RNG). He previously served on the Board of Directors of the American Chemistry Council from 2017 through 2022.

Mr. Fogarty has significant experience with manufacturing, international operations, strategic partnerships, public company accounting and financial reporting and new product development in addition to his experience with strategic planning, operations, risk management and corporate governance. He has more than ten years of experience as a director of public companies.

Curtis (Curt) L. Begle, 48, the CEO designee, is currently President of the Health, Hygiene & Specialties Division at Berry, one of its four business units. Begle is now leading a $3.4 billion global business within Berry. Joining in 1999, Begle has spent his entire career with Berry. Rising through various positions of increasing responsibility in sales and leadership, he served as President of Berry’s Rigid Closed Top Division from 2009 to 2014, and President of the Engineered Materials Division from 2014 through 2018. Begle has served on the Board of Directors and Executive Committee for the Flexible Packaging Association since 2016 and served as its Chairperson from 2019 to 2021. Begle is also a committed member of the Evansville, Indiana community. He is the current Chairman of the Evansville Regional Economic Partnership, for which he has been a board member since 2016. He has also been appointed to the Evansville Promise Neighborhood Sustainability Council. Begle has served on the Board of Directors for Deaconess Health Systems since 2019. Additionally in 2019, Begle joined the Board of Trustees for the University of Evansville, his alma mater.

Mr. Begle has extensive and long-tenured involvement in the consumer packaging and engineered materials industry. His experience includes leadership of global commercial, operations, supply chain, human resources and innovation.

Bruce Brown, 66, a Glatfelter Designee, has served as a director of Glatfelter since 2014. He retired in 2014 from his position as the Chief Technology Officer of Procter & Gamble, Inc. (“P&G”), a publicly traded consumer goods company. With 34 years of experience at P&G, Brown’s responsibilities included leadership for P&G’s Innovation and Technology Program and Global Research & Development. Globally recognized as an innovation thought leader, Brown previously served on the Board of Directors for Nokia Corporation (NYSE: NOK) from 2012 to 2023 and was the chair of its Personnel Committee. Brown was also a director of Medpace Holdings, Inc. (Nasdaq: MEDP) from 2016 to 2019.

Mr. Brown is a proven leader in innovation, global expansion, and organizational leadership development and he has familiarity with a number of Magnera’s products and materials. He brings over three decades of business-building experience to the Board and has more than ten years of experience as a director of public companies.

Michael (Mike) S. Curless, 60, a Berry Designee, is an industry veteran in commercial real estate spanning the industrial, office, retail, healthcare and data center sectors. From 1995 to 2000 and again from 2010 to 2023, Curless was employed at Prologis, a top 75 company in the S&P 500 with over 1 billion square feet in 19 countries. He originally served as the Founding Market Officer for the Indianapolis and St. Louis operations. He rejoined Prologis on the executive team as the Global Chief Investment Officer with additional responsibility for all customer-related activity. Curless further chaired the Prologis Investment Committee. In 2019, he served as Prologis’ first Chief Customer Officer. From 2000 to 2010, Curless was the President and one of four principals at Lauth Property Group, a privately held, national construction and development firm. In this role, he had overall responsibility for operations, development and asset management for the firm. In his early career, Curless served as an associate with the Trammell Crow Company and as a financial analyst with General Electric Company. Curless is a former member of the Young Presidents’ Organization and is currently active with Indiana University in multiple capacities. He also serves on the Investment Committee for Sample Gates Management, LLC and is a director for the Western Golf Association, specifically focused on development of Evans Scholar recipients.

Mr. Curless has executive level experience in both private and public companies at the highest level within the organizations. He is a proven leader in the international real estate industry with key experience in corporate strategy, capital markets, human resources, customer experience and corporate transformation.

Thomas M. Fahnemann, 63, a Glatfelter Designee, has served as a director of Glatfelter since 2022 and as President and Chief Executive Officer of Glatfelter since August 2022. Since 2017, Fahnemann has been

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a member of the Board of Directors and Chair of the Audit Committee for AustroCel Hallein, a producer of pulp and bioenergy. From 2010 to 2017, Fahnemann served as the Chief Executive Officer and Chairman of the Management Board of Semperit Holding AG, a global manufacturer of industrial polymer products and solutions. Prior to 2010, he held leadership roles in various fiber- and chemical-based businesses, including serving as Chief Executive Officer and Chairman of the Management Board, RHI AG; Chief Executive Officer and Chairman of the Management Board, Lenzing AG; and Vice President, General Manager, KoSa (Koch Industries).

Mr. Fahnemann has significant experience leading worldwide operations, including international and domestic sales, marketing, research and development, global supply chain, information technology and corporate program management, overseeing legal and human resource functions and leading strategy development.

Samantha (Sam) J. Marnick, 54, a Berry Designee, provides operational and business consulting services on strategy, acquisition targets, contract negotiations, turnarounds/divestures, supply chain, operations, human capital and labor relations issues. Additionally, she provides senior executive coaching. In her most recent corporate role, she was the Chief Operating Officer, President Commercial for Spirit AeroSystems (NYSE: SPR), a global aerostructures supplier with $6B in 2023 revenues and 18,000 employees across US, Europe, and Asia. Before leaving Spirit in 2023, she had primary responsibility for the commercial business (approximately $5 billion in revenue) and had global corporate responsibility for operational metrics, make-buy-where, supply chain, logistics, facilities footprint and advanced manufacturing. Prior key functional roles at Spirit included Chief Administrative Officer and Chief Human Resource Officer. Before joining Spirit in 2006, she spent most of her career in management consulting focused on human capital, communication and change management consulting with Mercer Human Resource Consulting in Europe and the US; Watson Wyatt Worldwide in the UK; and as a Civil Servant for the UK’s Department of Health and Social Security. Since 2018, she has served as a board member for InTrust Bank (privately held) and as of 2024, as a board member for Latecoere (French, publicly traded). She also previously served as a board member for the US Chamber (Non-Profit), and as a Company Trustee (representing Spirit) on the IAM National Multi Employer Pension Fund.

Ms. Marnick is a high-achieving global leader with an exceptional career record in P&L operations, human resources and communication consulting. Her prior experience includes executive compensation, global human resources strategy and transformation, mergers and acquisitions, regulatory compliance, risk management, supply chain and sustainability.

Carl J. (Rick) Rickertsen, 64, a Berry Designee, is currently the managing partner of Pine Creek Partners, a private equity investment firm based in Washington, D.C., a position he has held since 2004. He has worked in private equity for over 25 years. Prior to founding Pine Creek Partners, Rickertsen was Chief Operating Officer and Managing Partner of Thayer Capital Partners from 1998 to 2004. Rickertsen was a founding partner of three Thayer investment funds and is a published author. Currently, he serves on the following public company boards: Berry since 2013; Hut 8 Corp (NASDAQ: HUT) since 2024; Apollo Diversified Services (NYSE: ADS) since 2011; and MicroStrategy (NASDAQ: MSTR) since 2002. Rickertsen previously served on the boards of Noranda Corporation, Convera Corporation, UAP Holding Corp., and Homeland Security Capital Corporation.

Mr. Rickertsen is a recognized expert in management buyouts and mergers. He has further extensive experience in mergers and acquisitions, capital markets, finance, corporate strategy, corporate governance, executive compensation and regulatory/compliance. He has more than 20 years of experience as a director of public companies.

Thomas (Tom) E. Salmon, 61, a Berry Designee, is the retired Chief Executive Officer and Chairman of Berry. During his 16 years at Berry, he served in several leadership roles, including President and Chief Operating Officer, as well as President of its Consumer Packaging, Rigid Closed Top, and Engineered Materials divisions. Under Salmon’s leadership, Berry became a founding member of the Alliance to End Plastic Waste, and in 2021, he was appointed as an officer for the organization. In 2022, Salmon joined the American Chemistry Council’s Plastics Division Operating Committee leadership team as the Value Chain Committee Chair. Under his leadership, and through several initiatives and key customer collaborations, Salmon elevated Berry Global as a sustainability leader with its size, scale and influence across the value chain

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in creating a more circular, low-carbon economy. Before joining Berry Global, Salmon began his manufacturing career in sales with Honeywell International, successfully progressing through regional, national and global sales management roles, and ultimately becoming General Manager. After leaving Honeywell, Salmon served as President of TYCO International Ltd Adhesives and later President of Covalence Specialty Adhesives LLC. Since 2018, Salmon has served on the Board of Directors of Old National Bank. He also serves in various community roles.

Mr. Salmon is an industry leader with extensive experience in consumer packaging, including global commercial, operations and supply chain management. His leadership experience also extends to corporate strategy, capital markets, sustainability, executive compensation, transformation and mergers and acquisitions. He has over five years’ experience serving as a public company director.

Mary Dean Hall, 67, a Berry Designee, is the Executive Vice President and Chief Financial Officer at Ingevity Corporation (NYSE: NGVT), a global specialty chemicals and materials company that manufactures bio-based and biodegradable chemistries, where she manages the finance organization, corporate development, investor relations, supply chain and information technology. Before joining Ingevity in 2021, she served as Chief Financial Officer and Treasurer at Quaker Houghton beginning in 2015. Prior to Quaker Houghton, Hall was Vice President and Treasurer of Eastman Chemical Company. During her 20-year tenure with Eastman, she held various senior-level financial positions including Controller, Treasurer and Head of Business Finance. Prior to Eastman, Hall held financial and banking positions with Nalco Chemical Company and several banks including with Citibank and First Chicago (now J.P. Morgan). Hall serves on the Board of Directors for Applied Industrial Technologies (NYSE: AIT). She also serves on the Advisory Board of FM Global.

Ms. Hall is an experienced public company financial executive. She has extensive experience on an international basis in finance, capital markets, investor relations, corporate strategy and development, risk management, information technology, and supply chain.

Executive Officers

As of the Second Effective Time, Curtis (Curt) L. Begle, the current President of Berry’s Health, Hygiene & Specialties Division, will be appointed as Chief Executive Officer, James Till, the current Executive Vice President and Controller of Berry, will be appointed as Executive Vice President, Chief Financial Officer & Treasurer and Tarun Manroa, the current Executive Vice President and Chief Strategy Officer for Berry, will be appointed as Executive Vice President and Chief Operating Officer, of Glatfelter. If, prior to the Second Effective Time, the CEO Designee is unable or unwilling to serve as Chief Executive Officer of Glatfelter or as a member of the Glatfelter Board as a result of illness, death, resignation, retirement or any other reason, then Berry and Glatfelter will cooperate and consult in good faith to designate a replacement CEO Designee. Berry and Glatfelter will cooperate and consult in good faith to appoint such other senior executive officers as mutually agreed between Berry and Glatfelter and determine such senior executive officers’ initial roles, titles and responsibilities.

Glatfelter has entered into executive employment term sheets with each of Messrs. Begle, Till and Manroa with respect to their appointments, which is contingent on and will be effective as of the closing of the Transactions and is otherwise subject to their continuing to be employed and in good standing in their current roles at Berry immediately prior to such time. For details, see the Current Reports on Form 8-K filed by Glatfelter on February 12, 2024, and April 11, 2024. See “Where You Can Find More Information; Incorporation by Reference.”

Listed below is the biographical information for each person who is currently expected to serve as an executive officer of Glatfelter as of the Second Effective Time:

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Name	​	​	Age	​	​	Principal Occupation and Other Information	​
Curtis L. Begle, Chief Executive Officer	​	​	48	​	​	Curtis L. Begle will serve as the Chief Executive Officer of Magnera. Mr. Begle has been President of Berry’s Health, Hygiene & Specialties Division since December 2018. He previously served as President of Berry’s Engineered Materials Division from November 2014 to December 2018 and as President of Berry’s Rigid Closed Top Division from December 2009 to November 2014. He holds a bachelor’s degree in business administration from the University of Evansville and a master’s degree in business administration from the University of Southern Indiana.	​
James Till, Executive Vice President, Chief Financial Officer & Treasurer	​	​	47	​	​	James M. Till will serve as Executive Vice President, Chief Financial Officer and Treasurer of Magnera. Mr. Till has been Berry’s Executive Vice President and Controller (Principal Accounting Officer) since January 2014. Mr. Till previously served as Berry’s Vice President of Accounting and Finance from November 2010 to January 2014. Mr. Till started with Berry as Director of Finance in 2008.	​
Tarun Manroa, Executive Vice President and Chief Operating Officer	​	​	43	​	​	Tarun Manroa will serve as Executive Vice President and Chief Operating Officer of Magnera. Mr. Manroa currently serves as the Executive Vice President and Chief Strategy Officer for Berry. Prior to his current role, Mr. Manroa had P&L responsibilities as the Executive Vice President & General Manager for Berry’s Engineered Materials Division. Mr. Manroa joined Berry in 2005 in an engineering role and progressed through various roles in plant leadership, product management and supply chain.	​

Interests of Glatfelter’s Directors and Executive Officers in the Transactions

Overview

In considering the recommendations of the Glatfelter Board to approve the Proposals in connection with the Transactions, Glatfelter shareholders should be aware that, similar to other transactions of this type, certain of Glatfelter’s directors and executive officers may be deemed to have interests in the Transactions that may be different from, or in addition to, those of Glatfelter shareholders generally. The Glatfelter Board was aware of and considered these potential interests, among other matters, in evaluating, negotiating and reaching the determination to approve the Transaction Documents and the Transactions and to recommend to Glatfelter shareholders that they vote to approve the Proposals. These interests are described and quantified in detail in the narratives and tables below.

Glatfelter’s executive officers for purposes of the discussion below include: Thomas M. Fahnemann, President and Chief Executive Officer; Ramesh Shettigar, Senior Vice President, Chief Financial Officer and Treasurer; David C. Elder, Vice President, Strategic Initiatives, Business Optimization and Chief Accounting Officer; Eileen L. Beck, Senior Vice President, Global Human Resources and Administration; and Boris Illetschko, Senior Vice President, Chief Operating Officer. Wolfgang Laures, Glatfelter’s former Senior Vice President, Integrated Global Supply Chain and IT and Christopher W. Astley, Glatfelter’s former Senior Vice President, Chief Commercial Officer have been omitted from the discussion below because they have no interest in the Transactions (except insofar as they each are a holder of Glatfelter common stock) or any rights to compensation that will be accelerated or enhanced in connection with the Transactions due to each of their departures in April 2023 and August 2023, respectively.

Glatfelter’s non-employee directors for purposes of the discussion below include: Bruce Brown; Kathleen A. Dahlberg; Kevin M. Fogarty; Marie T. Gallagher; Darrel Hackett; and J. Robert Hall. Former non-employee director Lee C. Stewart has been omitted from the discussion below because he has no interest in the Transactions (except insofar as he is a holder of Glatfelter common stock) or any rights to compensation that will be accelerated or enhanced in connection with the Transactions due to his resignation and separation from service from the Glatfelter Board in September 2023.

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Treatment of Glatfelter Equity-Based Awards in the Transactions — In General

As of the date of this document, certain of Glatfelter’s executive officers and directors hold Glatfelter SOSARs, Glatfelter RSUs and Glatfelter PSAs. All outstanding Glatfelter equity-based awards, including those held by Glatfelter’s executive officers and non-employee directors, that do not vest in connection with the Merger will remain outstanding with respect to Glatfelter common stock following the Merger, will be automatically adjusted for the Merger and the reverse stock split and will remain subject to the same terms and conditions (including any applicable vesting requirements) that applied to the Glatfelter equity-based award immediately prior to the Proposals. For more details about the treatment of Glatfelter equity-based awards in the Transactions, please see “— Effects of the Merger on Outstanding Glatfelter Equity-Based Awards.”

Equity-Based Awards Held by Executive Officers

The Merger will constitute a “change in control” under the terms of Glatfelter’s previously disclosed equity incentive plan, awards and form award agreements. In accordance therewith, Glatfelter PSAs held by executive officers are subject to “single-trigger” accelerated vesting upon a change in control if replacement performance stock awards are not issued for any reason (which will occur at the time of the Merger) and will be deemed to be earned and vested at (a) actual performance for completed performance periods, and (b) the greater of target or actual performance through the date of the change in control for incomplete performance periods. Accordingly, all Glatfelter PSAs held by executive officers that are outstanding immediately prior to the Merger will vest as a result of the Merger.

Glatfelter RSUs and Glatfelter SOSARs held by Glatfelter’s executive officers are subject to “double-trigger” accelerated vesting under the terms of the Glatfelter award agreements if the executive officer has a termination without “cause” or resignation for “good reason” upon or following a change in control. The definitions of “cause” and “good reason” applicable to each executive officer are contained in the executive officer’s respective Glatfelter award agreements and have not been modified in connection with the Merger. For Glatfelter RSUs and Glatfelter SOSARs granted prior to 2024, 100% of the unvested award will accelerate upon such double-trigger termination. For Glatfelter RSUs granted in 2024, the next unvested tranche will vest upon such double-trigger termination and the remainder of unvested Glatfelter RSUs will be forfeited by the executive officer. Glatfelter RSUs granted in 2024 vest in three equal tranches, with the first tranche vesting on December 31, 2024, and the remaining two tranches vesting on February 28, 2026, and February 28, 2027. Vested Glatfelter SOSARs may be exercised by the executive officer for a period of 90 days following the executive officer’s double-trigger termination, or, if sooner, the original expiration date, except that each of Ms. Beck and Mr. Elder are retirement-eligible under the terms of their respective Glatfelter SOSAR award agreements and may exercise their vested Glatfelter SOSARs for a period of three years after double-trigger termination, or, if sooner, the original expiration date. As of the date of this document, none of Glatfelter executive officers held unvested Glatfelter SOSARs.

For illustrative purposes, if the completion of the Merger were to have occurred on June 30, 2024, the latest practicable date prior to the filing of this document, the table below shows the value Glatfelter’s executive officers would receive in respect of their then outstanding and unvested Glatfelter PSAs on a single-trigger basis and then outstanding and unvested Glatfelter RSUs on a double-trigger basis, in each case applying the same assumptions used in “— Quantification of Potential Payments to Glatfelter’s Named Executive Officers in Connection with the Merger,” which includes an assumed price per share of Glatfelter common stock of $1.39 (the reported closing price on the NYSE of Glatfelter common stock as of June 30, 2024). For Glatfelter RSUs granted in 2024, the amounts shown reflect that the first tranche of Glatfelter RSUs will vest (which would have otherwise vested as of December 31, 2024). The amounts shown in the chart below do not include any Glatfelter equity-based awards that were vested as of immediately prior to the assumed date of the Closing (including Glatfelter SOSARs). The amounts in the chart below reflect the value in respect of Glatfelter equity-based awards that would vest in accordance with the applicable equity plan and award agreement and without regard to applicable tax withholding. For Glatfelter PSAs with a performance period that is not yet complete, the amounts assume vesting at target performance levels. All equity referenced in the table below is comprised of Glatfelter common stock.

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​

​

​

Glatfelter Equity-Based Awards

​

Executive Officer

​

​

Restricted Stock Units (#)

​

​

Performance Share Awards (#)

​

​

RSU Double- Trigger Value ($)

​

​

PSA Single- Trigger Value ($)

​

​

Total Equity- Based Award Acceleration Value ($)

​

Thomas M. Fahnemann President and Chief Executive Officer

​

​

​

​

753,738

​

​

​

​

​

699,230

​

​

​

​

​

1,047,696

​

​

​

​

​

971,930

​

​

​

​

​

2,019,626

​

​

Ramesh Shettigar Senior Vice President, Chief Financial Officer and Treasurer

​

​

​

​

97,989

​

​

​

​

​

67,228

​

​

​

​

​

136,204

​

​

​

​

​

93,447

​

​

​

​

​

229,651

​

​

Eileen L. Beck Senior Vice President, Global Human Resources and Administration

​

​

​

​

45,267

​

​

​

​

​

31,559

​

​

​

​

​

62,921

​

​

​

​

​

43,866

​

​

​

​

​

106,787

​

​

David C. Elder Vice President, Strategic Initiatives, Business Optimization and Chief Accounting Officer

​

​

​

​

58,147

​

​

​

​

​

44,839

​

​

​

​

​

80,825

​

​

​

​

​

62,326

​

​

​

​

​

143,151

​

​

Boris Illetschko Senior Vice President, Chief Operating Officer

​

​

​

​

98,048

​

​

​

​

​

56,089

​

​

​

​

​

136,287

​

​

​

​

​

77,964

​

​

​

​

​

214,251

​

​

For more information on equity holdings of Glatfelter’s executive officers, see “Certain Beneficial Owners of Glatfelter Capital Stock.”

Equity-Based Awards Held by Non-Employee Directors

Glatfelter RSUs granted to non-employee directors are subject to accelerated vesting under the terms of the Glatfelter RSU award agreement if the non-employee director has a cessation of service from the Glatfelter Board for any reason other than for “cause” ​(with or without a change in control). The definition of “cause” applicable to each non-employee director of Glatfelter is contained in the non-employee director’s respective Glatfelter RSU award agreement and has not been modified in connection with the Merger. All outstanding Glatfelter RSUs held by Glatfelter’s non-employee directors that do not vest in the Merger will remain outstanding with respect to Glatfelter common stock following the Merger, will be automatically adjusted for the Merger and the reverse stock split and will remain subject to the same terms and conditions (including any applicable vesting requirements) that applied to the Glatfelter RSU immediately prior to the Merger.

As of the date of this document, Glatfelter non-employee directors held no unvested Glatfelter SOSARs, no unvested Glatfelter PSAs and 423,312 unvested Glatfelter RSUs, which were granted pursuant to the terms of Glatfelter’s previously disclosed equity incentive plan, including the award agreements thereunder.

For illustrative purposes, if the completion of the Merger were to have occurred on June 30, 2024, the latest practicable date prior to the filing of this document, and each non-employee director ceased service on the Glatfelter Board for any reason other than cause as of such date, the aggregate value of all unvested Glatfelter RSUs for all of Glatfelter’s non-employee directors would be approximately $588,404, which includes an assumed price per share of Glatfelter common stock of $1.39 (the reported closing price on the NYSE of Glatfelter common stock as of June 30, 2024). The amounts in the chart below reflect the value in respect of Glatfelter equity-based awards that would vest in accordance with the applicable equity plan and award agreement and without regard to applicable tax withholding.

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Non-Employee Directors

​

​

Restricted Stock Units (#)

​

​

Total Acceleration Value ($)

​

Bruce Brown

​

​

​

​

70,552

​

​

​

​

​

98,067

​

​

Kathleen A. Dahlberg

​

​

​

​

70,552

​

​

​

​

​

98,067

​

​

Kevin M. Fogarty

​

​

​

​

70,552

​

​

​

​

​

98,067

​

​

Marie T. Gallagher

​

​

​

​

70,552

​

​

​

​

​

98,067

​

​

Darrel Hackett

​

​

​

​

70,552

​

​

​

​

​

98,067

​

​

J. Robert Hall

​

​

​

​

70,552

​

​

​

​

​

98,067

​

​

For more information on equity holdings of Glatfelter’s non-employee directors, see “Certain Beneficial Owners of Glatfelter Capital Stock — Security Ownership of Glatfelter Management.”

2024 Cash Restoration Bonus

As part of Glatfelter’s 2024 long-term incentive program for executive officers, Glatfelter adopted a one-time cash program to provide executive officers a cash restoration bonus equal to 25% of the executive officer’s long-term incentive award value granted in 2024. As previously disclosed, the cash restoration bonuses were granted outside of Glatfelter’s equity incentive plan to preserve share pool availability under the equity incentive plan. The cash restoration bonus will vest in three equal tranches, with the first tranche vesting on December 31, 2024, and the remaining two tranches vesting on February 28, 2026, and February 28, 2027. Under the terms of the cash restoration bonus award agreement, the cash restoration bonuses held by Glatfelter’s executive officers are subject to “double-trigger” accelerated vesting upon a termination without “cause” or resignation for “good reason” upon or following the occurrence of a “change in control” of Glatfelter (which will occur at the time of the Merger). Upon a double-trigger termination, the next unvested tranche of the cash restoration bonus will vest and the remainder of unvested cash restoration bonus will be forfeited by the executive officer. The definitions of “cause” and “good reason” applicable to each executive officer of Glatfelter are contained in the executive officer’s respective cash restoration bonus award agreement and has not been modified in connection with the Merger.

For illustrative purposes, if the completion of the Merger were to have occurred on June 30, 2024, the latest practicable date prior to the filing of this document, the table below shows the value of the first tranche of the cash restoration bonus that would vest (which would have otherwise vested as of December 31, 2024), which Glatfelter’s executive officers would receive in respect of their then outstanding cash restoration bonuses on a double-trigger basis without regard to applicable tax withholding.

Named Executive Officer

​

​

FY2024 Cash Restoration Bonus Value ($)

​

​

Cash Restoration Bonus Double- Trigger Value ($)

​

Thomas M. Fahnemann

​

​

​

​

750,000

​

​

​

​

​

250,000

​

​

Ramesh Shettigar

​

​

​

​

137,500

​

​

​

​

​

45,833

​

​

Eileen L. Beck

​

​

​

​

62,500

​

​

​

​

​

20,833

​

​

David C. Elder

​

​

​

​

75,000

​

​

​

​

​

25,000

​

​

Boris Illetschko(1)

​

​

​

​

123,750

​

​

​

​

​

41,250

​

​

​

(1)

Mr. Illetschko’s cash restoration bonus will be paid in EUR. Amount reflects value in USD converted using an exchange rate of 1.0811 EUR:1 USD.

​

Change in Control Employment Agreements for Glatfelter’s Executive Officers

Each of Glatfelter’s executive officers is party to a change in control employment agreement with Glatfelter that provides for certain “double-trigger” severance benefits upon a termination without “cause” or resignation for “good reason” by such executive officer during the two-year period following a “change in control.” The Merger will constitute a change in control with respect to each change in control employment

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agreement. The definitions of “cause” and “good reason” applicable to each executive officer of Glatfelter are contained in the executive officer’s respective change in control employment agreement and have not been modified in connection with the Merger.

Severance benefits under such agreements generally include:

•

A lump sum cash payment equal to two times the sum of the executive officer’s (a) base salary determined at the highest rate in effect at any time during the period beginning 90 days before the effective date of the agreement and ending on the date of termination plus (b) annual bonus equal to the greatest of (i) the average annual bonus paid the executive officer for each of the three full fiscal years preceding the date of termination, (ii) the target bonus in the fiscal year of the effective date of the agreement and (iii) the target bonus in the fiscal year of the date of termination. For Messrs. Fahnemann and Illetschko, annual bonus is equal to the highest target bonus in effect at any time during the period beginning 90 days before the effective date of the agreement and ending on the date of termination;

​

•

A lump sum cash payment of the executive officer’s annual bonus equal to the greatest of (a) the average annual bonus paid to the executive officer for each of the three full fiscal years preceding the date of termination, (b) the target bonus in the fiscal year of the effective date of the agreement and (c) the target bonus in the fiscal year of the date of termination, prorated based on the number of days worked such fiscal year through the date of termination. For Messrs. Fahnemann and Illetschko, their target bonus for the fiscal year of termination is prorated;

​

•

For a period of two years following the date of termination, reimbursement for continued coverage under group medical, prescription, dental, disability, salary continuance, group life, accidental death and dismemberment and travel accident insurance benefits for the executive officer and the executive officer’s covered dependents at levels substantially equal to those levels that would have been provided under Glatfelter’s policies if the executive officer’s employment had not been terminated. For Mr. Elder only, he is entitled to receive the foregoing (a) two years of health and welfare benefit continuation, or (b) his retiree medical benefit provided in accordance with the Glatfelter Health & Welfare Benefits Plan;

​

•

Outplacement assistance with a cost not to exceed $40,000 for Mr. Fahnemann, $30,000 for Messrs. Shettigar and Illetschko and Ms. Beck and $15,000 for Mr. Elder;

​

•

A lump sum cash payment in an amount equal to the unvested contributions (including employer contributions) in the executive officer’s account under Glatfelter’s 401(k) plan, valued as of the date of termination;

​

•

If the executive officer has any unvested deferred compensation under any plan or arrangement that has not yet been paid by Glatfelter (including the Deferred Compensation Plan, as described below), the executive officer’s right to payment of such deferred compensation will become vested and nonforfeitable as of the date of termination; and

​

•

For Mr. Elder only, if any payments under the agreement are subject to excise tax imposed by Section 4999 of the Internal Revenue Code or any interest or penalties with respect to such excise tax, an additional gross-up payment will be made to place Mr. Elder in the same net tax position as without such excise tax.

​

As a condition to receiving the severance payments described below, each executive officer of Glatfelter would be required to execute a general release in favor of Glatfelter. In the case of Mr. Illetschko, who is employed in Switzerland, he is entitled to a six-month notice period pursuant to the terms of his employment agreement.

Information regarding certain potential severance payments and benefits to Glatfelter’s named executive officers that are related to the Merger is provided below under “— Quantification of Potential Payments to Glatfelter’s Named Executive Officers in Connection with the Merger.”

Glatfelter Retention Program

Following the signing of the RMT Transaction Agreement, the Glatfelter Board adopted and approved a new cash retention bonus program for the executive officers and certain other key employees. The purpose

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of the retention program is to promote retention and incentivize efforts to consummate the Transactions, to retain talent and to preserve continuity after the Closing. Each executive officer received a cash retention bonus equal to his or her base salary, which will be paid in two equal installments, 50% on or as soon as administratively possible following the Closing and the remaining 50% to be paid six months following the Closing. The executive officers must remain employed through each payment date to receive the cash retention bonus, provided that executive officers who are involuntarily terminated by Glatfelter for reasons other than misconduct or poor performance prior to the retention payment will have “double-trigger” accelerated vesting of the unpaid portion of the executive officer’s cash retention bonus.

For illustrative purposes, if the completion of the Merger were to have occurred on June 30, 2024, the latest practicable date prior to the filing of this document, the table below shows the value Glatfelter’s executive officers would receive in respect of their then outstanding cash retention bonuses on a double-trigger” basis without regard to applicable tax withholding.

Named Executive Officer

​

​

Retention Bonus Grant Value ($)

​

​

Retention Bonus Double-Trigger Value ($)

​

Thomas M. Fahnemann

​

​

​

​

1,050,000

​

​

​

​

​

1,050,000

​

​

Ramesh Shettigar

​

​

​

​

480,000

​

​

​

​

​

480,000

​

​

Eileen L. Beck

​

​

​

​

370,000

​

​

​

​

​

370,000

​

​

David C. Elder

​

​

​

​

348,000

​

​

​

​

​

348,000

​

​

Boris Illetschko(1)

​

​

​

​

459,468

​

​

​

​

​

459,468

​

​

​

(1)

Mr. Illetschko’s retention bonus will be paid in Euros. Amount reflects value in USD converted using an exchange rate of 1.0811 EUR:1 USD.

​

Glatfelter Management Incentive Plan

Glatfelter maintains its management incentive plan to provide an annual short-term incentive cash bonus to certain of its executive officers, subject to the achievement of certain pre-established performance metrics. Each of the executive officers are granted an annual target bonus opportunity expressed as a percentage of the executive officer’s base salary under the management incentive plan. Under the 2024 management incentive plan approved by the Glatfelter Board and the Glatfelter Compensation Committee, the target bonus opportunity for each of the executive officers is as follows: 100% for Mr. Fahnemann; 65% for Mr. Shettigar; 50% for each of Ms. Beck and Mr. Elder and 65% for Mr. Illetschko. If the Closing occurs in 2024, the executive remains employed by Glatfelter on and after the Closing and the Glatfelter Board reasonably determines that that threshold performance under the 2024 management incentive plan will be achieved, each of the executive officers will be entitled to receive his or her target bonus, prorated based on the Closing Date.

For illustrative purposes, if the completion of the Merger were to have occurred on June 30, 2024, the latest practicable date prior to the filing of this document, the table below shows the value of the prorated target bonus Glatfelter’s executive officers would receive under the 2024 management incentive plan, assuming that threshold performance will be achieved and the executive officer continues employment on and after the Closing and without regard to applicable tax withholding.

Named Executive Officer

​

​

FY2024 Target Management Incentive Bonus ($)

​

​

Prorated Target Management Incentive bonus ($)

​

Thomas M. Fahnemann

​

​

​

​

1,050,000

​

​

​

​

​

525,000

​

​

Ramesh Shettigar

​

​

​

​

312,000

​

​

​

​

​

156,000

​

​

Eileen L. Beck

​

​

​

​

185,000

​

​

​

​

​

92,500

​

​

David C. Elder

​

​

​

​

174,000

​

​

​

​

​

87,000

​

​

Boris Illetschko(1)

​

​

​

​

298,654

​

​

​

​

​

149,327

​

​

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​

(1)

Mr. Illetschko’s management incentive bonus will be paid in EUR. Amount reflects value in USD converted using an exchange rate of 1.0811 EUR:1 USD.

​

For more information on cash severance payments and benefits that Glatfelter’s executive officers may receive if the executive officer terminates employment on Closing, see “— Change in Control Employment Agreements for Glatfelter’s Executive Officers.”

Glatfelter Deferred Compensation Plan

The Merger will constitute a change in control with respect to the Glatfelter Deferred Compensation Plan, effective as of January 1, 2020 (the “Deferred Compensation Plan”). The Deferred Compensation Plan replaced Glatfelter’s Supplemental Executive Retirement Plan (“SERP”) that was frozen effective December 31, 2019. The Deferred Compensation Plan coordinates with Glatfelter’s 401(k) plan, whereby executive officer participants will receive a Glatfelter contribution of up to 7% on earnings (base salary and earned annual bonus) in excess of the annual Code earnings limit. Participants may also elect to defer compensation to their Deferred Compensation Plan accounts. Deferred Compensation Plan accounts are credited with earnings based on the participant’s investment elections on a notional basis. If the executive officer participant had an accrued benefit under the frozen SERP, the vested SERP accounts were converted to accounts under the Deferred Compensation Plan and are credited with a market rate of interest. Under the terms of the Deferred Compensation Plan, within five days following the Closing, Glatfelter must establish and fund a rabbi trust to provide for the payment of all participant accounts under the Deferred Compensation Plan, including the accounts of Messrs. Fahnemann, Shettigar and Elder and Ms. Beck. Mr. Illetschko does not participate in the Deferred Compensation Plan since he is not a U.S.-based employee. In accordance with the terms of the Deferred Compensation Plan and each participating executive officer’s prior deferral elections, upon the executive officer’s “separation from service” ​(with or without a change in control), (a) each participating executive officer’s vested account balance under the Deferred Compensation Plan (attributable to Glatfelter contributions and participant deferrals) will become payable in a lump sum distribution or annual installments, and (b) each participating executive officer’s vested SERP account balance under the Deferred Compensation Plan (if any) will become payable in the form of an annuity. The definition of “separation from service” applicable to each participating executive officer of Glatfelter is contained in the Deferred Compensation Plan.

For illustrative purposes, if the completion of the Merger were to have occurred on June 30, 2024, the latest practicable date prior to the filing of this document, the table below shows the value Glatfelter’s executive officers would receive in respect of their vested account balances under the Deferred Compensation Plan if they had a separation from service on such date without regard to applicable tax withholding.

Named Executive Officer

​

​

Frozen SERP Account Balance ($)

​

​

Deferred Compensation Account Balance ($)

​

​

Total Deferred Compensation Plan Account Distribution Value ($)

​

Thomas M. Fahnemann

​

​

​

​

—

​

​

​

​

​

96,032

​

​

​

​

​

96,032

​

​

Ramesh Shettigar

​

​

​

​

1,253

​

​

​

​

​

48,719

​

​

​

​

​

49,972

​

​

Eileen L. Beck

​

​

​

​

4,806

​

​

​

​

​

74,941

​

​

​

​

​

79,747

​

​

David C. Elder

​

​

​

​

414,080

​

​

​

​

​

43,886

​

​

​

​

​

457,966

​

​

Boris Illetschko

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Quantification of Potential Payments to Glatfelter’s Named Executive Officers in Connection with the Merger

The information below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about compensation for each of Glatfelter’s “named executive officers” that is based on or otherwise relates to the Merger. Under applicable SEC rules, Glatfelter’s named executive officers for this purpose are required to consist of Glatfelter’s named executive officers for whom disclosure was required in Glatfelter’s most recent proxy statement filed with the SEC, who are:

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•

Thomas M. Fahnemann, President and Chief Executive Officer;

​

•

Ramesh Shettigar, Senior Vice President, Chief Financial Officer and Treasurer;

​

•

Eileen L. Beck, Senior Vice President, Global Human Resources and Administration;

​

•

David C. Elder, Vice President, Strategic Initiatives, Business Optimization and Chief Accounting Officer; and

​

•

Boris Illetschko, Senior Vice President, Chief Operating Officer.

​

Christopher W. Astley (Glatfelter’s former Senior Vice President, Chief Commercial Officer) and Wolfgang Laures (Glatfelter’s Senior Vice President, Integrated Global Supply Chain and Information Technology) have been omitted from the disclosure below because they have no interest in the Transactions (except insofar as each are a holder of Glatfelter common stock) or any rights to compensation that will be accelerated or enhanced in connection with the Transactions due to each of their departures in April 2023 and August 2023, respectively.

To the extent that any of Glatfelter’s named executive officers’ compensation arrangements are described in “Interests of Glatfelter’s Directors and Executive Officers in the Transactions,” they are incorporated herein by reference. The amounts set forth in the table below, titled “‘Golden Parachute’ Compensation,” which represent an estimate of each named executive officer’s “golden parachute” compensation, assume the following:

•

the effective time of the Merger is on June 30, 2024, which is the most recent practicable date prior to the date of this document solely for purposes of this transaction-related compensation disclosure;

​

•

the relevant price per share of Glatfelter common stock is $1.39, the reported closing price on the NYSE as of June 30, 2024;

​

•

the amounts set forth below regarding executive compensation are based on compensation levels as of June 30, 2024;

​

•

each named executive officer is terminated by Glatfelter without “cause” or resigns from employment for “good reason” ​(as each such term is defined in the relevant plans and agreements and collectively, referred to as a “qualifying termination”), in each case, on the date of Closing; and

​

•

payments that would be made in Euros to Mr. Illetschko have been converted into U.S. dollars based on the Euro/U.S. Dollar exchange rate of 1.0811 EUR:1 USD.

​

The amounts shown are estimates based on multiple assumptions and do not reflect compensation actions that could occur after the date of this document and before the Merger, such as the vesting of currently outstanding Glatfelter equity-based awards, the grant of new Glatfelter equity-based awards, and/or any amounts payable under Glatfelter’s equity incentive plan, which have not yet been determined by the Glatfelter Compensation Committee. As a result, the actual amounts received by a named executive officer may differ materially from the amounts shown in the following table, titled “Golden Parachute’ Compensation.”

For purposes of this discussion, (i) “double-trigger” refers to benefits that require satisfaction of two conditions, which are the Closing as well as a qualifying termination of employment, and (ii) “single-trigger” refers to benefits that require satisfaction of one condition, which is the Closing.

“Golden Parachute” Compensation

Glatfelter is required, pursuant to Section 14A of the Exchange Act, to include in this document an advisory (non-binding) vote on certain compensation to which each of its named executive officers may become entitled under the circumstances described below, as determined in accordance with Item 402(t) of Regulation S-K, in connection with the Merger.

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Named Executive Officer

​

​

Cash Severance ($)(1)

​

​

Equity ($)(2)

​

​

Pension/​ NQDC ($)(3)

​

​

Perquisites/​ Benefits ($)(4)

​

​

Tax Reimbursement ($)

​

​

Other ($)(6)

​

​

Total ($)

​

Thomas M. Fahnemann

​

​

​

​

4,725,000

​

​

​

​

​

2,019,626

​

​

​

​

​

96,032

​

​

​

​

​

119,133

​

​

​

​

​

—

​

​

​

​

​

1,379,227

​

​

​

​

​

8,339,018

​

​

Ramesh Shettigar

​

​

​

​

1,740,000

​

​

​

​

​

229,651

​

​

​

​

​

49,972

​

​

​

​

​

94,342

​

​

​

​

​

—

​

​

​

​

​

525,833

​

​

​

​

​

2,639,798

​

​

Eileen L. Beck

​

​

​

​

1,202,500

​

​

​

​

​

106,787

​

​

​

​

​

79,747

​

​

​

​

​

78,221

​

​

​

​

​

—

​

​

​

​

​

390,833

​

​

​

​

​

1,858,088

​

​

David C. Elder

​

​

​

​

1,131,000

​

​

​

​

​

143,151

​

​

​

​

​

457,966

​

​

​

​

​

132,470

​

​

​

(5)​

​

​

​

​

373,000

​

​

​

​

​

2,237,587

​

​

Boris Illetschko

​

​

​

​

1,665,570

​

​

​

​

​

214,251

​

​

​

​

​

—

​

​

​

​

​

67,293

​

​

​

​

​

—

​

​

​

​

​

500,718

​

​

​

​

​

2,447,832

​

​

​

(1)

Cash Severance.   The amounts in this column represent the value of cash severance payments payable under each named executive officer’s change in control employment agreement as described in “— Change in Control Employment Agreements for Glatfelter’s Executive Officers.” Amounts assume that the annual bonus for purposes of cash severance and prorated bonus is the target bonus in respect of fiscal year 2024, the assumed fiscal year of the Closing. The amounts in this column are payable upon a double-trigger termination by such named executive officer during the two-year period following a change in control. In addition, such payments for each named executive officer are conditioned upon the execution of a general release of claims in favor of Glatfelter.

​

Name

​

​

2x Base Salary ($)

​

​

2x Annual Bonus ($)

​

​

Prorated Annual Bonus ($)

​

​

Total ($)

​

Thomas M. Fahnemann

​

​

​

​

2,100,000

​

​

​

​

​

2,100,000

​

​

​

​

​

525,000

​

​

​

​

​

4,725,000

​

​

Ramesh Shettigar

​

​

​

​

960,000

​

​

​

​

​

624,000

​

​

​

​

​

156,000

​

​

​

​

​

1,740,000

​

​

Eileen L. Beck

​

​

​

​

740,000

​

​

​

​

​

370,000

​

​

​

​

​

92,500

​

​

​

​

​

1,202,500

​

​

David C. Elder

​

​

​

​

696,000

​

​

​

​

​

348,000

​

​

​

​

​

87,000

​

​

​

​

​

1,131,000

​

​

Boris Illetschko

​

​

​

​

918,935

​

​

​

​

​

597,308

​

​

​

​

​

149,327

​

​

​

​

​

1,665,570

​

​

​

(2)

Equity.   The amounts in this column represent the value of the Glatfelter equity-based awards (including Glatfelter RSUs and Glatfelter PSAs) held by the named executive officers that were outstanding and unvested as of June 30, 2024, the assumed date of the Closing solely for purposes of this compensation-related disclosure. The amounts shown in this column do not include any Glatfelter equity-based awards that were vested as of immediately prior to the assumed date of the Closing (including all Glatfelter SOSARs held by the named executive officers). As described in greater detail in “— Equity-Based Awards Held by Executive Officers,” in connection with Closing, all Glatfelter PSAs reflected in this column will “single-trigger” vest upon the Merger. For unvested Glatfelter PSAs with a performance period that is complete, amounts reflect actual performance. For unvested Glatfelter PSAs with a performance period that is not yet complete, the amounts reflect vesting at target performance levels. All Glatfelter RSUs reflected in this column will have “double-trigger” accelerated vesting upon the Merger and (a) for grants prior to 2024, 100% of the unvested award will accelerate, and (b) for 2024 grants, the next unvested tranche following the named executive officer’s termination will accelerate.

​

Name

​

​

Restricted Stock Units($)

​

​

Performance Share Awards ($)

​

​

Total ($)

​

Thomas M. Fahnemann

​

​

​

​

1,047,696

​

​

​

​

​

971,930

​

​

​

​

​

2,019,626

​

​

Ramesh Shettigar

​

​

​

​

136,204

​

​

​

​

​

93,447

​

​

​

​

​

229,651

​

​

Eileen L. Beck

​

​

​

​

62,921

​

​

​

​

​

43,866

​

​

​

​

​

106,787

​

​

David C. Elder

​

​

​

​

80,825

​

​

​

​

​

62,326

​

​

​

​

​

143,151

​

​

Boris Illetschko

​

​

​

​

136,287

​

​

​

​

​

77,964

​

​

​

​

​

214,251

​

​

All equity referenced in the above table is comprised of Glatfelter common stock.

(3)

Pension/NQDC.   The amounts in this column represent the value of the vested account balance under the Deferred Compensation Plan (attributable to Glatfelter contributions that would become payable

​

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that would become payable in a lump sum distribution or installments and the vested SERP account balance under the Deferred Compensation Plan that would become payable in the form of an annuity, in each case upon the named executive officer’s separation from service as described in greater detail in “— Glatfelter Deferred Compensation Plan.” This amount includes unvested amounts in the named executive officer’s account balance under the Deferred Compensation that are subject to double-trigger accelerated vesting by such named executive officer during the two-year period following a change in control, as described in greater detail in “— Change in Control Employment Agreements for Glatfelter’s Executive Officers.”

(4)

Perquisites/Benefits.   The amounts in this column represent: (a) continued coverage under Glatfelter’s group medical, prescription, dental, disability, salary continuance, group life, accidental death and dismemberment and travel accident insurance benefits for the named executive officer and the named executive officer’s dependents for a period of two years, and in the case of Mr. Elder only, his retiree medical benefit provided in accordance with the Glatfelter Health & Welfare Benefits Plan; and (b) the maximum amount of outplacement assistance available to each named executive officer, in each case as described in “— Change in Control Employment Agreements for Glatfelter’s Executive Officers.”

​

Name

​

​

Continued Health and Welfare Benefits ($)

​

​

Outplacement Assistance ($)

​

​

Total ($)

​

Thomas M. Fahnemann

​

​

​

​

79,133

​

​

​

​

​

40,000

​

​

​

​

​

119,133

​

​

Ramesh Shettigar

​

​

​

​

64,342

​

​

​

​

​

30,000

​

​

​

​

​

94,342

​

​

Eileen L. Beck

​

​

​

​

48,221

​

​

​

​

​

30,000

​

​

​

​

​

78,221

​

​

David C. Elder

​

​

​

​

117,470

​

​

​

​

​

15,000

​

​

​

​

​

132,470

​

​

Boris Illetschko

​

​

​

​

37,293

​

​

​

​

​

30,000

​

​

​

​

​

67,293

​

​

​

(5)

Tax Reimbursement.   The amounts in this column represent the amount of tax gross-up Mr. Elder is entitled to pursuant to the terms of his change in control employment agreement if any payments under his agreement are subject to excise tax imposed by Section 4999 of the Internal Revenue Code, as described in greater detail in “— Change in Control Employment Agreements for Glatfelter’s Executive Officers.”

​

(6)

Other.   The amounts in this column represent (a) the next tranche of the named executive officer’s cash restoration bonus, as described in “— 2024 Cash Restoration Bonus,” ​(b) the named executive officer’s cash retention bonus, as described in “— Glatfelter Retention Program” and (c) the cash payment equal to the amount of the named executive officer’s unvested contributions in Glatfelter’s 401(k) plan, as described in “— Change in Control Employment Agreements for Glatfelter’s Executive Officers.”

​

Name

​

​

Cash Restoration Bonus ($)

​

​

Cash Retention Bonus ($)

​

​

Unvested 401(k) Contributions ($)

​

​

Total ($)

​

Thomas M. Fahnemann

​

​

​

​

250,000

​

​

​

​

​

1,050,000

​

​

​

​

​

79,227

​

​

​

​

​

1,379,227

​

​

Ramesh Shettigar

​

​

​

​

45,833

​

​

​

​

​

480,000

​

​

​

​

​

—

​

​

​

​

​

525,833

​

​

Eileen L. Beck

​

​

​

​

20,833

​

​

​

​

​

370,000

​

​

​

​

​

—

​

​

​

​

​

390,833

​

​

David C. Elder

​

​

​

​

25,000

​

​

​

​

​

348,000

​

​

​

​

​

—

​

​

​

​

​

373,000

​

​

Boris Illetschko

​

​

​

​

41,250

​

​

​

​

​

459,468

​

​

​

​

​

—

​

​

​

​

​

500,718

​

​

Liquidity and Capital Resources Following the Transactions

In connection with the Transactions, Spinco entered into the Spinco Commitment Letter, under which the Spinco Lenders committed to provide to Spinco (i) $1,585 million in aggregate principal amount of senior secured term loans, the Term Loan Facility, and (ii) a $350 million senior secured revolving credit facility. The proceeds of the Term Loan Facility will be used by Spinco on the Closing Date to finance, in part, the

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repayment of certain indebtedness of Glatfelter and Spinco and to otherwise fund the other Transactions and to pay the related transaction fees and expenses. The commitments under the Spinco Commitment Letter are subject to customary closing conditions.

The Separation Agreement requires that Spinco make, on or before the Initial Spin, the Special Cash Payment to BGI which is a cash payment in an amount equal to the sum of (a) all of the proceeds of the Spinco Financing, (b) plus (i) the amount, if any, by which the cash and cash equivalents of Spinco as of immediately before the making of the Special Cash Payment exceeds the Minimum Cash Amount of $214 million, or minus (ii) the amount, if any, by which the Minimum Cash Amount exceeds the cash and cash equivalents of Spinco as of immediately before the making of the Special Cash Payment minus (c) the aggregate amount of the payoff letters setting forth the amount required to pay the indebtedness of Glatfelter minus (d) the aggregate amount required to pay the transaction expenses of Berry, Spinco and Glatfelter.

The Separation Agreement also requires that, immediately prior to the Spinco Distribution, Berry will cause Spinco to have at least 38 days of net working capital (excluding cash and cash equivalents), calculated in a manner consistent with Berry’s historical calculation of working capital days (excluding the impact of income tax accounts). In the event that, as of the Spinco Distribution, Spinco has less than 38 days of net working capital, then no later than the 30th day following the Closing, Berry shall pay Spinco an amount in cash equal (a) to the number of such days without working capital multiplied by (b) $7 million.

Additionally, as a condition to the consummation of the Transactions, the Berry Board is expected to receive a solvency opinion from an independent appraisal firm as to (1) the solvency of Spinco, and (2) the solvency and surplus of Berry, in each case after giving effect to the Special Cash Payment, the consummation of the Initial Spin and the consummation for the Spinco Distribution (with the terms “solvency” and “surplus” having the meanings assigned thereto under Delaware law). While the Solvency Opinion will be solely for the benefit of the Berry Board in connection with Spinco Distribution, Spinco anticipates that, should the conditions related to the Solvency Opinion be satisfied, the Solvency Opinion will substantiate Spinco’s belief that its existing and future U.S. based cash and cash flow from U.S. operations will be adequate to meet its short-term and long-term liquidity needs.

For more information on the HHNF Business’ and Glatfelter’s existing sources of liquidity, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the HHNF Business” and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Glatfelter’s Annual Report on Form 10-K for the year ended December 31, 2023, which is filed with the SEC and incorporated by reference in this document. See “Where You Can Find More Information; Incorporation by Reference.”

Effects of the Merger on Outstanding Glatfelter Equity-Based Awards

The Merger will constitute a “change in control” under the terms of Glatfelter’s previously disclosed equity incentive plan, awards and form award agreements. In accordance therewith, Glatfelter PSAs held by executive officers are subject to “single-trigger” accelerated vesting upon a change in control if replacement performance stock awards are not issued for any reason (which will occur at the time of the Merger) and will be deemed to be earned and vested at (a) actual performance for completed performance periods, and (b) the greater of target or actual performance through the date of the change in control for incomplete performance periods. Accordingly, all Glatfelter PSAs held by executive officers that are outstanding immediately prior to the Merger will vest as a result of the Merger.

Glatfelter RSUs and Glatfelter SOSARs granted to executive officers are subject to “double-trigger” accelerated vesting under the terms of the Glatfelter award agreements if the executive officer has a termination without “cause” or resignation for “good reason” upon or following a change in control. Glatfelter RSUs granted to non-employee directors are subject to accelerated vesting under the terms of the Glatfelter RSU award agreement if the non-employee director has a cessation of service from the Glatfelter Board for any reason other than for “cause” ​(with or without a change in control). The definitions of “cause” and “good reason” applicable to each holder are contained in the holder’s respective Glatfelter award agreements. As of the date of this document, none of Glatfelter’s executive officers and non-employee directors held unvested Glatfelter SOSARs. Accordingly, under the terms of the Glatfelter RSU award agreement, Glatfelter RSUs held by executive officers that are outstanding immediately prior to the Merger

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will have “double-trigger” accelerated vesting and Glatfelter RSUs held by non-employee directors that are outstanding immediately prior to the Merger will have accelerated vesting, in each case, if the holder has a qualifying termination of employment or cessation of Glatfelter Board service (as applicable) in connection with the Merger. With respect to executive officers, the first trigger will have been met as a result of the Merger.

All other outstanding Glatfelter RSUs and Glatfelter SOSARs held by executive officers and non-employee directors that do not vest in connection with the Merger will remain outstanding with respect to Glatfelter common stock following the Merger, will be automatically adjusted for the Merger and the reverse stock split and will remain subject to the same terms and conditions (including any applicable vesting requirements) that applied to the Glatfelter equity-based award immediately prior to the Merger and Charter Amendment.

For more details about the vesting treatment of Glatfelter equity-based awards in the Transactions, please see “— Interests of Glatfelter’s Directors and Executive Officers in the Transactions.”

Effects of the Spinco Distribution and the Merger on Outstanding Berry Equity-Based Awards

Under the terms of the Employee Matters Agreement, certain Berry equity-based awards that were granted prior to the date of the Employee Matters Agreement to Spinco Employees identified in the Employee Matters Agreement and that are outstanding as of the Closing Date will remain Berry equity-based awards and may be adjusted as appropriate in accordance with the terms of the applicable plans to reflect the Spinco Distribution. All other Berry equity-based awards that were granted to Spinco Employees prior to the date of the Employee Matters Agreement and that are outstanding as of the Closing Date will be cancelled and replaced with Glatfelter equity-based awards of the same type based on the Glatfelter Equity Adjustment Ratio or providing the same economic benefit, as applicable, having substantially the same terms and conditions as those to which the underlying Berry equity-based award was subject to immediately prior to the Closing Date. Berry equity-based awards held by current and former employees of Berry who will not become Spinco Employees and Former Spinco Employees or that are otherwise specifically excluded from becoming Glatfelter equity-based awards under the Employee Matters Agreement will remain Berry equity-based awards and may be adjusted as appropriate in accordance with the terms of the applicable plans to reflect the Spinco Distribution. See “Other Agreements Related to The Transactions — Employee Matters Agreement” for further description of the outstanding equity-based awards.

Regulatory Approvals

Each of Berry and Glatfelter has agreed to use reasonable best efforts to take or cause to be taken all actions, and do or cause to be done, all things necessary, proper or advisable on each of their part under the RMT Transaction Agreement and the other Transaction Documents and applicable laws and governmental orders to consummate and make effective the Merger and the other Transactions. For a summary of such actions, see “The RMT Transaction Agreement — Regulatory Matters.”

United States Antitrust Approval

Under the HSR Act, Berry and Glatfelter were required to file notifications with the Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“Antitrust Division”) and to observe a mandatory premerger waiting period before completing the Merger. On March 8, 2024, Berry and Glatfelter filed premerger notifications with the FTC and the Antitrust Division, and on April 8, 2024, at 11:59 pm, the initial mandatory premerger waiting period under the HSR Act expired without either party receiving a Request for Additional Information or Documentary Material (commonly known as a Second Request) from the FTC or the Antitrust Division in connection with the Merger.

Other Regulatory Approvals

The RMT Transaction Agreement provides that the Merger is also subject to competition approvals by the competition law regulators in a number of jurisdictions. The Merger cannot be completed until after the applicable waiting periods have expired or the relevant approvals have been obtained under the antitrust and competition laws of these jurisdictions. Further, completion of the Merger is also conditioned upon the

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receipt of all necessary consents from the competent foreign direct investment and other regulators. Berry and Glatfelter have obtained the necessary approvals and clearances under competition and foreign direct investment laws.

Accounting Treatment

ASC 805, Business Combinations, requires the use of the acquisition method of accounting for business combinations. In applying the acquisition method, it is necessary to identify the accounting acquirer. ASC 805 provides no hierarchical guidance on determining the accounting acquirer and indicates that all pertinent facts and circumstances should be considered. After considering all pertinent facts and circumstances, reviewing the criteria outlined in ASC 805 and conducting the relevant analysis, Spinco has concluded that it is the accounting acquirer in the Merger. Spinco’s conclusion is based primarily on, but not limited to, the following:

•

The relative ownership interests upon completion.   It is expected that upon completion of the Transactions, holders of Berry common stock that received Spinco common stock in the Spinco Distribution will own approximately 90% of the outstanding shares of Glatfelter common stock on a fully diluted basis, and holders of Glatfelter common stock will own approximately 10% of the outstanding shares of Glatfelter common stock on a fully diluted basis (in each case, excluding any overlaps in the pre-Merger Glatfelter shareholder and Berry stockholder bases). The stockholder bases of both Spinco and Glatfelter are dispersed such that no single stockholder or group of related stockholders will hold a controlling interest in Magnera after the Transactions. However, Edgepoint Investment Group Inc., a stockholder of Berry, is expected to own, in the aggregate, approximately 9.2% of the pro forma ownership of Magnera, which represents the largest non-passive minority voting interest.

​

•

The composition of the senior management of Magnera after the Transactions.   Effective as of the completion of the Transactions, Curtis L. Begle will serve as the President and Chief Executive Officer of Magnera and is expected to remain as Chief Executive Officer for the foreseeable future. Mr. Begle will be responsible for the strategic direction of Magnera, including its overall operations and performance. Prior to and after the completion of the Transactions, Mr. Begle will have principal responsibility in the appointment of the senior executive team and their roles, titles and responsibilities. Mr. Begle will also have principal responsibility in the approval of appointments for management positions for corporate functions of Magnera.

​

•

The composition of the governing body of Magnera after the Transactions.   The Magnera Board immediately following the Transactions is expected to consist of Mr. Begle as CEO, five additional Berry Designees, who will be Michael (Mike) S. Curless, Samantha (Sam) J. Marnick, Carl J. (Rick) Rickertsen, Thomas (Tom) E. Salmon and Mary Dean Hall and three Glatfelter Designees, who will be Kevin M. Fogarty, Thomas M. Fahnemann and Bruce Brown. Immediately following Magnera’s first annual meeting of stockholders after the completion of the Transactions, the initial term of all directors will be one year.

​

•

The initiation of the Transactions.   Spinco’s parent, Berry, initiated the initial discussions on the Transactions with Glatfelter.

​

•

Relative size of the businesses being combined.   Spinco’s business is significantly larger than Glatfelter. Spinco’s total assets, net sales, operating income, and cash from operations were 195%, 62%, 3037% and 1162% greater than Glatfelter’s as of the most recent fiscal year ends.

​

As a result of the identification of Spinco as the accounting acquirer, Spinco will apply the acquisition method of accounting to the assets acquired and liabilities assumed of Glatfelter upon completion of the Merger. Upon completion of the Transactions, the historical financial statements will reflect only the operations and financial condition of Spinco.

Stock Market Listing

Glatfelter will use commercially reasonable efforts to cause, and Berry will reasonably cooperate with Glatfelter in connection with, (a) the listing of the shares of Glatfelter common stock to be issued in the

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Merger to be approved for listing on the NYSE, and (b) there to be a period of “when issued” trading of Glatfelter common stock on the NYSE prior to the Closing.

No Dissenters’ Rights/Rights of Appraisal

Neither Glatfelter’s shareholders nor Berry’s stockholders will be entitled to exercise appraisal or dissenter’s rights under the laws of the Commonwealth of Pennsylvania, including the PBCL, or the DGCL, in connection with the Transactions.

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THE RMT TRANSACTION AGREEMENT

The following is a summary of the material provisions of the RMT Transaction Agreement. This summary is qualified in its entirety by the RMT Transaction Agreement, which is attached as Annex A to this document and incorporated by reference herein. Berry stockholders and Glatfelter shareholders are urged to read the RMT Transaction Agreement in its entirety. This summary of the RMT Transaction Agreement has been included to provide Berry stockholders and Glatfelter shareholders with information regarding its terms. The rights and obligations of the parties are governed by the express terms of the RMT Transaction Agreement and not by this summary or any other information included in this document. This summary is not intended to provide any other factual information about Berry, Glatfelter, Spinco or Merger Subs. Information about Berry, Glatfelter, Spinco or Merger Subs can be found elsewhere in this document and in the documents incorporated by reference herein. See also “Where You Can Find More Information; Incorporation by Reference.”

The Merger

Pursuant to the terms of the RMT Transaction Agreement and in accordance with the DGCL, at the First Effective Time, First Merger Sub will merge with and into Spinco. As a result of the First Merger, the separate corporate existence of First Merger Sub will cease and Spinco will continue as the surviving corporation and a direct wholly owned subsidiary of Glatfelter. Pursuant to the terms of the RMT Transaction Agreement and in accordance with the DGCL and the DLLCA, immediately following the First Merger and at the Second Effective Time, Spinco will merge with and into Second Merger Sub. As a result of the Second Merger, the separate corporate existence of Spinco will cease and Second Merger Sub will continue as the surviving limited liability company and a direct wholly owned subsidiary of Glatfelter. The certificate of incorporation and bylaws of Spinco in effect immediately prior to the First Merger will be the certificate of incorporation and bylaws of the First Merger Surviving Corporation, until duly amended as provided therein or by applicable law. The certificate of formation and limited liability company operating agreement of Second Merger Sub in effect immediately prior to the Second Merger will be the certificate of formation and limited liability company operating agreement of the Surviving Entity until duly amended as provided therein or by applicable law, except that the name of the Surviving Entity will be designated in writing by Berry to Glatfelter prior to the Closing.

The directors of Spinco immediately prior to the First Effective Time will be the directors of the First Merger Surviving Corporation, until their successors have been duly elected or appointed and qualified or until their earlier resignation or removal in accordance the bylaws of the First Merger Surviving Corporation. Glatfelter will, from and after the Second Effective Time, be the sole member and sole manager of the Surviving Entity, until its successor has been duly elected or appointed and qualified or until its earlier resignation or removal in accordance with the certificate of formation and the limited liability company operating agreement of the Surviving Entity.

The officers of Spinco, if any, at the First Effective Time will, from and after the First Effective Time, be the officers of the First Merger Surviving Corporation, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of formation and bylaws of the First Merger Surviving Corporation. The officers of Second Merger Sub, if any, at the Second Effective Time will, from and after the Second Effective Time, be the officers of the Surviving Entity until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of formation and the limited liability company operating agreement of the Surviving Entity.

Closing and Effective Time

Under the terms of the RMT Transaction Agreement, the Closing will take place on the third business day after the satisfaction or waiver of the conditions precedent to the Merger (other than those that are to be satisfied or waived at the Closing, including the completion of the Initial Spin, the Spinco Distribution and the Separation), or at such other date and time as Berry and Glatfelter may mutually agree. On the Closing Date, (a) First Merger Sub and Spinco will cause a certificate of merger to be executed and filed with the Secretary of State of the State of Delaware to effect the First Merger, and (b) Spinco and Second Merger Sub will cause a certificate of merger to be executed and filed with the Secretary of State of the State of Delaware to effect the Second Merger. The First Merger will become effective at the time when the First

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Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later date and time as may be agreed by the parties in writing and specified in the First Certificate of Merger. The Second Merger will become effective at the time when the Second Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later date and time as may be agreed by the parties in writing and specified in the Second Certificate of Merger.

Outside Date

Under the terms of the RMT Transaction Agreement, if the Merger has not been consummated before February 22, 2025, which is the earlier of (a) 18 months following the date of the RMT Transaction Agreement, and (b) 45 days before the one-year anniversary of the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) with respect to the Transactions (such date, the “Outside Date”), then either Berry or Glatfelter has the right to terminate the RMT Transaction Agreement.

Glatfelter Charter Amendment

On the Closing Date and prior to the First Effective Time, Glatfelter will amend the Existing Glatfelter Charter to, among other things, (a) effect a reverse stock split of all of the issued and outstanding shares of Glatfelter common stock at a reverse stock split ratio to be determined by Berry and Glatfelter, and (b) increase the number of authorized shares of Glatfelter common stock from 120,000,000 shares to 240,000,000 shares. The resulting Glatfelter Amended Charter will be the articles of incorporation of Glatfelter until duly amended as provided therein or by applicable law. Glatfelter will cause the Glatfelter Amended Charter to be executed, acknowledged and filed with the Secretary of State of the Commonwealth of Pennsylvania as provided in the applicable provisions of the PBCL. The Glatfelter Amended Charter will become effective prior to, and subject to the occurrence of, the First Effective Time or at such other date and time as may be agreed by the parties in writing and specified in the Glatfelter Amended Charter.

Merger Consideration

The RMT Transaction Agreement provides that, at the First Effective Time, each issued and outstanding share of Spinco common stock immediately prior to the First Effective Time (except for any such shares of Spinco common stock held by Spinco as treasury stock or by any other Spinco Entity, which, in each case, following the Spinco Distribution and immediately prior to the First Effective Time will be canceled and will cease to exist and no stock or other consideration will be issued or delivered in exchange therefor) will automatically convert into the right to receive a number of shares or, a fraction of a share, of Glatfelter common stock such that each holder of record of shares of Spinco common stock immediately prior to the First Effective Time will have the right to receive, in the aggregate, the Merger Consideration; provided, however, that each holder will receive a cash payment in lieu of fractional shares of Glatfelter common stock.

Under the RMT Transaction Agreement, the “Exchange Ratio” means the (i)(A) the number of outstanding shares of Glatfelter common stock as of immediately prior to the First Effective Time on a fully diluted, as converted and as exercised basis in accordance with the treasury stock method (including shares of Glatfelter common stock underlying outstanding options and any other outstanding securities or obligations of Glatfelter and its subsidiaries convertible into or exercisable for shares of Glatfelter common stock, but excluding options and other equity awards that are to be settled in Glatfelter common stock (assuming target level performance), in each case that have been granted pursuant to Glatfelter stock plans and are, as of the First Effective Time, out-of-the-money), multiplied by (B) the quotient of 90 divided by 10, divided by (ii) the number of shares of Spinco common stock issued and outstanding immediately prior to the First Effective Time. The calculation of the Merger Consideration as set forth in the RMT Transaction Agreement is expected to result in holders of Spinco common stock as of immediately prior to the First Effective Time collectively holding approximately 90% of the outstanding shares of Glatfelter common stock on a fully diluted basis immediately following the First Effective Time.

Each share of common stock of First Merger Sub issued and outstanding immediately prior to the First Effective Time will be converted into one share of common stock of First Merger Surviving

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Corporation, which will constitute the only outstanding shares of common stock of the First Merger Surviving Corporation immediately following the First Effective Time.

The RMT Transaction Agreement provides that, at the Second Effective Time, each share of common stock of the First Merger Surviving Corporation issued and outstanding immediately prior to the Second Effective Time will be converted into one limited liability company interest of the Surviving Entity, which will constitute the only outstanding limited liability company interests of the Surviving Entity immediately following the Second Effective Time.

No fractional shares of Glatfelter common stock will be issued upon the conversion of shares of Spinco common stock. All fractional shares of Glatfelter common stock that a holder of shares of Spinco common stock would otherwise be entitled to receive as a result of the Merger will be aggregated by the Exchange Agent. The Exchange Agent will cause the whole shares obtained thereby to be sold on behalf of such holders of shares of Spinco common stock that would otherwise be entitled to receive such fractional shares of Glatfelter common stock pursuant to the Merger, in the open market or otherwise as reasonably directed by Glatfelter, in each case at then-prevailing market prices, as promptly as reasonably practicable and in no case later than 10 business days after the First Effective Time. The Exchange Agent will make available the net proceeds thereof, after deducting any required withholding taxes and brokerage charges, commissions and transfer taxes, on a pro rata basis, without interest, as soon as practicable to the holders of Spinco common stock that would otherwise be entitled to receive such fractional shares of Glatfelter common stock pursuant to the Merger.

The Exchange Ratio and any other similarly dependent items will be adjusted to reflect fully the appropriate effect of any stock split, split-up, reverse stock split, stock dividend or distribution of common stock or other capital stock of Glatfelter, Glatfelter common stock or Spinco common stock, as applicable, or securities convertible into any such securities, reorganization, recapitalization, reclassification or other like change with respect to common stock or other capital stock of Glatfelter, Glatfelter common stock or Spinco common stock, as applicable, having a record date occurring on or after the date of the RMT Transaction Agreement and prior to the Second Effective Time, other than (a) in the case of Spinco common stock, to the extent contemplated in the Separation Agreement (including the Separation or in connection with any pro rata distribution or exchange offer, where Berry is entitled to cause the number of outstanding shares of Spinco common stock to be an amount that it determines in its sole and absolute discretion), and (b) in the case of Glatfelter common stock, to the extent contemplated by the Glatfelter Amended Charter; provided, that none of the foregoing will be construed to permit Glatfelter, Berry or Spinco to take any action with respect to its securities that is prohibited by the terms of the RMT Transaction Agreement.

Distribution of Per Share Merger Consideration

At or prior to the First Effective Time, Glatfelter will deposit, or cause to be deposited with the Exchange Agent, an aggregate number of shares of Glatfelter common stock to be issued in non-certificated book-entry form comprising the number of shares of Glatfelter common stock equal to the Merger Consideration, rounded down to the nearest whole number, for the benefit of the Berry stockholders who received shares of Spinco common stock in the Spinco Distribution and for distribution in the Merger upon conversion of the Spinco common stock.

At the First Effective Time, all issued and outstanding shares of Spinco common stock will automatically convert into the right to receive shares of Glatfelter common stock (and cash in lieu of fractional shares of Glatfelter common stock) as described above under “— Merger Consideration”. On the Closing Date, promptly after the First Effective Time, the Exchange Agent will, and Berry and Glatfelter will cooperate to cause the Exchange Agent to, deliver to each record holder of shares of Spinco common stock following the Spinco Distribution and immediately prior to the First Effective Time, a book-entry authorization representing the number of whole shares of Glatfelter common stock that such holder has the right to receive pursuant to the RMT Transaction Agreement (and cash in lieu of fractional shares of Glatfelter common stock at such time and as described above under “— Merger Consideration”, together with any dividends and other distributions described below under “— Distributions with Respect to Shares of Glatfelter Common Stock After the First Effective Time”).

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Distributions with Respect to Shares of Glatfelter Common Stock After the First Effective Time

No dividends or other distributions declared or made with respect to Glatfelter common stock with a record date after the First Effective Time will be paid or otherwise delivered to the former holders of Spinco common stock with respect to any shares of Glatfelter common stock that are not able to be distributed by the Exchange Agent to such holder promptly after the First Effective Time, whether due to a legal impediment to such distribution or otherwise. Subject to the effect of applicable laws, following the distribution of any such previously undistributed shares of Glatfelter common stock, the following amounts will be paid to the record holder of such shares of Glatfelter common stock without interest:

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at the time of the distribution, to the extent not previously paid, the amount of cash payable in lieu of fractional shares of Glatfelter common stock to which such holder is entitled pursuant to the RMT Transaction Agreement and the amount of dividends or other distributions with a record date after the First Effective Time theretofore paid with respect to such whole shares of Glatfelter common stock; and

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at the appropriate payment date therefor, the amount of dividends or other distributions with a record date after the First Effective Time but prior to the distribution of such shares of Glatfelter common stock and a payment date subsequent to the distribution of such shares of Glatfelter common stock payable with respect to such whole shares of Glatfelter common stock.

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Glatfelter will deposit all such dividends and distributions with the Exchange Agent.

Transfers of Spinco Common Stock and Appraisal Rights

From and after the First Effective Time, there will be no transfers on the Spinco stock transfer books of the shares of Spinco common stock that were issued and outstanding immediately prior to the First Effective Time. From and after the First Effective Time, the holders of shares of Spinco common stock will no longer have any rights regarding such shares of Spinco common stock except as otherwise provided by the RMT Transaction Agreement or by applicable law.

Termination of the Exchange Fund

Any portion of the exchange fund (including the proceeds of any deposit of the exchange fund and any shares of Glatfelter common stock) that remains unclaimed by the 180th day after the Closing Date will be delivered to Glatfelter. Any holder of shares of Spinco common stock who has not theretofore received shares of Glatfelter common stock in accordance with the RMT Transaction Agreement will thereafter look only to Glatfelter for delivery of the portion of the Merger Consideration to which such holder is entitled, including any cash in lieu of fractional shares of Glatfelter common stock, and any unpaid non-stock dividends and any other dividends or other distributions, in each case, that such holder has the right to receive pursuant to the RMT Transaction Agreement.

Post-Closing Governance Matters

The RMT Transaction Agreement provides that, at the Second Effective Time, the Glatfelter Board will consist of nine directors. Prior to the Second Effective Time, Berry and Glatfelter will each designate directors such that, at the Second Effective Time, the Glatfelter Board will be comprised of: (i) the CEO Designee, (ii) five Berry Designees and (iii) three Glatfelter Designees. The Chairperson of the Glatfelter Board will be one of the Glatfelter Designees. At least two of the Berry Designees and one of the Glatfelter Designees must be eligible to serve on the audit committee of the Glatfelter Board under the applicable requirements of the SEC and the NYSE. The Glatfelter Board will take all such actions as may be necessary to ensure that at least one Glatfelter Designee (or replacement Glatfelter Designee, if applicable) is appointed to serve on each committee of the Glatfelter Board, subject to applicable independence requirements.

The initial term of the Berry Designees and Glatfelter Designees will expire immediately following Glatfelter’s first annual meeting of shareholders that occurs after the Second Effective Time. At the expiration of such initial term, each member of the Glatfelter Board will thereafter be elected for a one-year term expiring immediately following each Glatfelter’s annual meeting of shareholders.

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The RMT Transaction Agreement provides that, until the second annual meeting of Glatfelter’s shareholders that occurs after the Second Effective Time, if there is a vacancy created by illness, death, resignation, retirement or removal of (a) any Berry Designee (or replacement Berry Designee), then such vacancy will be filled by the affirmative vote of a majority of the remaining Berry Designees (and/or replacement Berry Designees), even if less than a quorum, or by a sole remaining Berry Designee (or replacement Berry Designee), or (b) any Glatfelter Designee (or replacement Glatfelter Designee), then such vacancy will be filled by the affirmative vote of a majority of the remaining Glatfelter Designees (and/or replacement Glatfelter Designees), even if less than a quorum, or by a sole remaining Glatfelter Designee (or replacement Glatfelter Designee); provided, however, that any such appointments will be made in accordance with applicable law and the rules of the NYSE (or other national securities exchange on which Glatfelter’s securities are listed at the relevant time).

The RMT Transaction Agreement provides that, at the Second Effective Time, Curtis L. Begle, will be appointed to serve as the Chief Executive Officer of Glatfelter (the “CEO Designee”). If, prior to the Second Effective Time, the CEO Designee is unable or unwilling to serve as Chief Executive Officer of Glatfelter or as a member of the Glatfelter Board as a result of illness, death, resignation, retirement or any other reason, then Berry and Glatfelter will cooperate and consult in good faith to designate a replacement CEO Designee. Berry and Glatfelter will cooperate and consult in good faith to appoint such other senior executive officers as mutually agreed between Berry and Glatfelter and determine such senior executive officers’ initial roles, titles and responsibilities. From the Second Effective Time, such officers will hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with their respective employment agreements and the Glatfelter Amended Charter and bylaws, as applicable.

As of the Second Effective Time, (a) Glatfelter will have its headquarters located in Charlotte, North Carolina, and (b) Glatfelter will have changed the name and the NYSE ticker symbol of Glatfelter to such new name and ticker symbol designated in writing by Berry to Glatfelter prior to the Closing, provided that such designation will be made by Berry following a good faith consultation with Glatfelter.

Glatfelter Shareholders Meeting

Pursuant to the terms of the RMT Transaction Agreement, Glatfelter will take, in accordance with applicable law and the Existing Glatfelter Charter and bylaws, all action necessary to convene and hold a meeting of its shareholders for the purpose of obtaining the Glatfelter Shareholder Approval as promptly as practicable following the date on which the SEC advises it has no further comments on the proxy statement and, if required by the SEC as a condition to the mailing of the proxy statement, the Glatfelter Registration Statement is declared effective, and in any event within 45 days thereafter, and to cause such vote to be taken, and will not postpone or adjourn such meeting except to the extent required by law or, if as of the time for which the Glatfelter special meeting is originally scheduled, there are insufficient shares of Glatfelter voting capital stock represented (either in person or by proxy) and voting to approve the Charter Amendment proposals and the Share Issuance proposal or to constitute a quorum necessary to conduct the business of the Glatfelter special meeting.

Unless the RMT Transaction Agreement is terminated in accordance with its terms, Glatfelter’s obligation to hold the Glatfelter special meeting will not be affected by the making of a Glatfelter Change of Recommendation (as defined under “— Board Recommendation and Alternative Acquisition Agreements” below) by the Glatfelter Board and its obligations will not be affected by the commencement of or announcement or disclosure of or communication to Glatfelter of any Glatfelter Acquisition Proposal (as defined under “— No Solicitation” below).

Representations and Warranties

In the RMT Transaction Agreement, Berry made representations and warranties to Glatfelter and Merger Subs relating to Berry and the Spinco Entities, and Glatfelter made representations and warranties to Berry relating to Glatfelter and Merger Subs.

The representations and warranties of Berry relating to Berry relate to, among other things:

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organization, good standing and qualification;

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corporate authority and approvals to enter into and effectuate the Transactions contemplated by the RMT Transaction Agreement (and the other Transaction Documents);

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governmental filings and approvals and absence of breach or violations of organizational documents, other obligations or laws;

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litigation;

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internal controls; and

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payment of fees to brokers, finders or investment bankers in connection with the Transactions.

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The representations and warranties of Berry relating to the Spinco Entities relate to, among other things:

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organization, good standing and qualification;

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capital structure and subsidiaries;

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corporate authority and approvals to enter into and effectuate the Transactions contemplated by the RMT Transaction Agreement (and other Transaction Documents);

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governmental filings and approvals and absence of breach or violations of organizational documents, other obligations or laws;

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financial statements, absence of undisclosed liabilities and internal controls;

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absence of certain changes or events;

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litigation;

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employee benefits and labor matters;

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compliance with laws and permits;

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sufficiency of assets;

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material contracts;

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environmental matters;

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tax matters;

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intellectual property matters;

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insurance matters;

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related-party transactions;

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real property;

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payment of fees to brokers, finders or investment bankers in connection with the Transactions;

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product liability, product warranties and recalls;

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top customers and top suppliers;

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the financing contemplated by the Spinco Commitment Letter; and

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the accuracy of information supplied for use in this document and certain other disclosure documents to be filed with the SEC in connection with the Transactions.

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The representations and warranties of Glatfelter relating to Glatfelter and Merger Subs relate to, among other things:

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organization, good standing and qualification;

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capital structure and subsidiaries;

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authority and approvals to enter into and effectuate the Transactions contemplated by the RMT Transaction Agreement (and other Transaction Documents);

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governmental filings and approvals and absence of breach or violations of organizational documents, other obligations or laws;

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financial statements, absence of undisclosed liabilities and internal controls;

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absence of certain changes or events;

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litigation;

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employee benefits and labor matters;

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compliance with laws and permits;

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material contracts;

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environmental matters;

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tax matters;

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intellectual property matters;

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insurance matters;

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related-party transactions;

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real property;

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payment of fees to brokers, finders or investment bankers in connection with the Transactions;

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product liability, product warranties and recalls;

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top customers and top suppliers; and

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the accuracy of information supplied for use in this document and certain other disclosure documents to be filed with the SEC in connection with the Transactions.

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Many of the representations and warranties contained in the RMT Transaction Agreement are subject to a “material adverse effect” or other materiality standard or knowledge qualifications, or both. None of the representations and warranties will survive the Second Effective Time or the termination of the RMT Transaction Agreement.

Under the RMT Transaction Agreement, a “material adverse effect” means, with respect to Spinco or Glatfelter, as applicable, any effect, event, development, change, state of facts, condition, circumstance or occurrence (each, an “Effect”) that, individually or in the aggregate with any other Effect is, or would reasonably be expected to be, materially adverse to the condition (financial or otherwise), properties, assets, operations, liabilities, business or results of operations of the Spinco Business, Spinco and the Spinco Entities, taken as a whole, or Glatfelter and its subsidiaries, taken as a whole, as applicable; provided, however, that none of the following, alone or in combination, will be deemed to constitute, or be taken into account in determining whether a material adverse effect has occurred or would reasonably be expected to occur:

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Effects generally affecting the economy, credit, capital, securities or financial markets or political, regulatory or business conditions in any jurisdiction in which Spinco, the Spinco Business, all direct and indirect subsidiaries of Spinco after giving effect to the Separation (the “Spinco Subsidiaries”), Glatfelter or its subsidiaries, as applicable, has material operations or in which products or services of Spinco, the Spinco Business or the Spinco Subsidiaries, as applicable, are sold;

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Effects that are the result of factors generally affecting the industries, markets or geographical areas in which Spinco, the Spinco Business or the Spinco Subsidiaries or Glatfelter or its subsidiaries, as applicable, have material operations;

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any changes in the relationship of Spinco, the Spinco Business or the Spinco Subsidiaries or Glatfelter or its subsidiaries, as applicable, contractual or otherwise, with customers, employees, talent, unions, suppliers, distributors, financing sources, partners or similar relationship or any resulting Effect that was caused by the entry into, announcement, pendency or performance of the Transactions, or resulting or arising from the identity of Berry or the Spinco Entities or the Spinco Business or Glatfelter or its subsidiaries, as applicable, or any actions expressly required to be taken or

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to be refrained from being taken pursuant to the RMT Transaction Agreement (provided, that this does not apply in the context of any representation or warranty that is intended to address the consequences of the execution, delivery or performance of the RMT Transaction Agreement or the other Transaction Documents, the consummation of the Merger or the other Transactions contemplated thereby);

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changes or modifications in accounting standards applicable to Spinco, the Spinco Business or the Spinco Subsidiaries or Glatfelter or its subsidiaries, as applicable, including GAAP, or in any law of general applicability, including the repeal thereof, or in the interpretation or enforcement thereof, after the date of the RMT Transaction Agreement;

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any failure by Spinco, the Spinco Business or the Spinco Subsidiaries or Glatfelter or its subsidiaries, as applicable, to meet any internal or public projections or forecasts or estimates of revenues or earnings for any period; provided that the exception will not prevent or otherwise affect a determination that any Effect underlying such failure has resulted in, or contributed to, or would reasonably be expected to result in, or contribute to, a material adverse effect;

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any Effect resulting from acts of war (whether or not declared), civil disobedience, hostilities, sabotage, terrorism, military actions, any hurricane, flood, tornado, earthquake or other weather or natural disaster, or any epidemic, pandemic, outbreak of illness or other public health event or any other force majeure event, or any national or international calamity or crisis or the escalation or worsening of any of the foregoing;

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any actions expressly required to be taken or omitted by Berry or any of its subsidiaries (including the Spinco Entities) or Glatfelter or its subsidiaries, as applicable, pursuant to the RMT Transaction Agreement; or

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any Effect or announcement of an Effect affecting the credit rating or other rating of financial strength of Spinco, the Spinco Business or the Spinco Subsidiaries or Glatfelter or its subsidiaries, as applicable, or any of their respective securities; provided that the exception will not prevent or otherwise affect a determination that any Effect underlying such Effect, or announcement of an Effect has resulted in, or contributed to, or would reasonably be expected to result in, or contribute to, a material adverse effect.

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However, with respect to certain exceptions, an Effect will be taken into account in determining whether a “material adverse effect” has occurred or is occurring to the extent it materially and disproportionately adversely affects Spinco, the Spinco Business and the Spinco Entities (taken as a whole) or Glatfelter and its subsidiaries (taken as a whole), as applicable, compared to other companies operating in the industries or markets in which Spinco, the Spinco Business or the Spinco Entities or Glatfelter and its subsidiaries, as applicable, operate (in which case only the incremental disproportionate impact may be taken into account, and only to the extent otherwise permitted by this definition of “material adverse effect”).

With respect to Berry, “material adverse effect” means any Effect that prevents or would reasonably be expected to prevent, materially delay or materially impair the ability of Berry to complete the Transactions by the Outside Date.

The representations and warranties in the RMT Transaction Agreement are solely for the benefit of Berry, Glatfelter, Spinco and Merger Subs. The assertions embodied in those representations and warranties are qualified by information in forms, statements, certifications, reports and documents filed or furnished by Berry or Glatfelter, as applicable, with the SEC pursuant to the Exchange Act or the Securities Act (excluding any disclosures set forth in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward looking in nature) and confidential disclosure letters that the parties have exchanged in connection with signing the RMT Transaction Agreement. The confidential disclosure letters contain information that modifies, qualifies and/or creates exceptions to the representations and warranties set forth in the RMT Transaction Agreement. Investors and security holders may not rely upon the representations and warranties in the RMT Transaction Agreement as characterizations of actual facts or circumstances as of the date of the RMT Transaction Agreement or as of any other date. Moreover, the representations and warranties in the RMT Transaction Agreement may apply standards of materiality in a way that is different from what may be material to investors and security

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holders. The representations and warranties were made only as of the date of the RMT Transaction Agreement, or such other date or dates as may be specified in the RMT Transaction Agreement, and they are subject to more recent developments. Accordingly, investors and security holders should read the representations and warranties in the RMT Transaction Agreement not in isolation but only in conjunction with the other information about Berry, Glatfelter, Spinco and Merger Subs and their respective subsidiaries that the respective companies include in the proxy statement and other reports and statements they file with the SEC.

Conduct of Business Pending the Merger

The parties have agreed to customary covenants in the RMT Transaction Agreement that place restrictions on Spinco, the Spinco Subsidiaries and the Spinco Business and Glatfelter and its subsidiaries, respectively, until the earlier of the First Effective Time or termination of the RMT Transaction Agreement in accordance with its terms.

In general, each of Berry (solely with respect to Spinco, the Spinco Subsidiaries and the Spinco Business) and Glatfelter has agreed that, from the date of the RMT Transaction Agreement until the First Effective Time, except as otherwise expressly (1) contemplated by the RMT Transaction Agreement, the Separation Agreement or the other Transaction Documents (including, subject to the parties’ obligations in the Tax Matters Agreement and other Transaction Documents, with respect to any actions taken to effect the Separation, the Initial Spin and the Spinco Distribution), (2) required by applicable law, (3) approved in writing (which approval will not be unreasonably withheld, conditioned or delayed) by the other party or (4) set forth in the confidential disclosure letters, to use its commercially reasonable efforts to conduct the Spinco Business or the business of Glatfelter and its subsidiaries, as applicable, in the ordinary course and, to the extent consistent therewith, (a) preserve the Spinco Business’ or Glatfelter and its subsidiaries business’, as applicable, organizations intact and maintain existing relations and goodwill with governmental entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees and business associates and others having material business dealings with them, and (b) keep available the services of the Spinco Business’ or Glatfelter’s and its subsidiaries, as applicable, employees and agents.

In addition, in furtherance of the foregoing:

Berry has agreed, as to itself and the Spinco Entities, except as otherwise expressly contemplated by (1) the RMT Transaction Agreement, the Separation Agreement or the other Transaction Documents (including, subject to the parties’ obligations in the Tax Matters Agreement and other Transaction Documents, with respect to any actions taken to effect the Separation, the Initial Spin and the Spinco Distribution), (2) required by applicable law, (3) approved in writing (which approval will not be unreasonably withheld, conditioned or delayed) by Glatfelter or (4) set forth in Berry’s confidential disclosure letter, to use its commercially reasonable efforts to conduct the Spinco Business in the ordinary course and, to the extent consistent therewith, (a) preserve the Spinco Business’ business organizations intact and maintain existing relations and goodwill with governmental entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees and business associates and others having material business dealings with them, and (b) keep available the services of the employees and agents of the Spinco Business. In furtherance of the foregoing, Berry has agreed, as to itself and the Spinco Entities, that Berry will not, and will cause its subsidiaries not to:

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(A) amend the certificate of incorporation or bylaws of any Spinco Entity (other than an amendment to the certificate of incorporation of Spinco to increase the number of authorized or outstanding shares of Spinco common stock in connection with the Initial Spin and the Spinco Distribution and any other immaterial amendments to any such documents that do not impact in any respect the economic benefits of the Merger of the other Transactions to Glatfelter’s shareholders), or (B) split, combine, subdivide or reclassify the outstanding shares of capital stock, voting securities or other equity interests of any Spinco Entity;

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merge or consolidate with any other person, or restructure, reorganize or completely or partially liquidate (other than mergers among, or the restructuring, reorganization or liquidation of, any wholly owned Spinco Entities of Berry that would not prevent, materially delay or materially impair the Transactions);

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knowingly take or omit to take any action if such action or failure to act would be reasonably likely to prevent or impede the Merger or the other Transactions from qualifying for the Intended Initial Spin Tax Treatment (as defined in the Separation Agreement), the Intended Merger Tax Treatment (as defined in the RMT Transaction Agreement) and/or the Intended Spinco Distribution Tax Treatment (as defined in the Separation Agreement) (collectively, the “Intended Tax Treatment”);

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issue, deliver, sell, grant, transfer or encumber or authorize the issuance, delivery, sale, grant, transfer or encumbrance of, any shares of capital stock of any of the Spinco Entities or any securities convertible or exchangeable into or exercisable for, or any options, warrants or other rights to acquire, any such shares, except by a wholly owned Spinco Entity to Berry or to any other wholly owned Spinco Entity;

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solely with respect to each Spinco Entity, incur any indebtedness, except (A) the debt financing contemplated by the Spinco Commitment Letter, together with any amendment, modification, supplement, restatement, substitution or waiver thereof in accordance with the terms of the RMT Transaction Agreement (the “Spinco Financing”), (B) in replacement of existing indebtedness which has matured or is scheduled to mature, in each case after the date of the RMT Transaction Agreement, on then prevailing market terms or on terms substantially consistent with or more beneficial to the Spinco Business, taken as a whole, than the indebtedness being replaced, (C) inter-company indebtedness among the Spinco Entities, (D) commercial paper issued in the ordinary course, (E) (1) to the extent not drawn upon and payments are not triggered thereby, letters of credit, bank guarantees, security or performance bonds or similar credit support instruments, and (2) overdraft facilities or cash management programs, in each case issued, made or entered into in the ordinary course, (F) hedging in compliance with the hedging strategy of the Spinco Business as of the date of the RMT Transaction Agreement in the ordinary course and not for speculative purposes, provided that the Spinco Entities will not be permitted to hedge any risks associated with the Spinco Financing and any commitments in respect of other long-term debt from the same and/or alternative bona fide third-party financing sources of the Spinco Financing (the “Permanent Financing” and together with Spinco Financing, the “Financing”) without the prior written consent of Glatfelter, (G) in connection with the Separation in accordance with the Separation Agreement and (H) in connection with one or more offers to exchange indebtedness registered under the Securities Act for substantially similar indebtedness issued pursuant to an exemption from registration under the Securities Act; provided, however, that notwithstanding the foregoing, upon the consummation of the Merger there will be no borrowing or other amount outstanding under any senior secured revolving credit facility of the Spinco Entities under the Financing or otherwise without the prior written consent of Glatfelter;

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adopt, amend or extend (beyond the Closing Date) any employee benefit plan (including any employment agreement) in any respect that would materially increase the costs to any Spinco Entity;

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other than in the ordinary course and in connection with the expiration of an existing collective bargaining agreement or as required by applicable law, enter into, renew or amend any collective bargaining agreement, or recognize any labor union or other labor organization as the collective bargaining representative of any employee of the Spinco Business, except as may be required under any employee benefit plan of the Spinco Entities;

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(A) grant to any employee of the Spinco Business whose total annual cash compensation exceeds or is expected to exceed $250,000, any increase in compensation or benefits, except for any increase pursuant to any employee benefit plan, any increase in base compensation in connection with annual reviews in the ordinary course consistent with past practice or, to the extent not paid prior to the date of the RMT Transaction Agreement, any payments of incentive compensation for performance during the 2023 calendar year pursuant to an employee benefit plan, in amounts determined by each Spinco Entity in accordance with any such employee benefit plan, (B) grant any retention, change of control, severance, pension or other compensation or benefits in respect of, or accelerate the vesting or payment of any compensation or benefit for, any current or former employee of the Spinco Business or any officer, director, consultant or individual independent contractor of the Spinco Entities, (C) enter into, adopt, amend, terminate or materially increase the coverage or benefits available under any health insurance employee benefit plan (or other compensation

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or benefit plan, program, agreement or arrangement that would be a health insurance employee benefit plan if in effect on the date of the RMT Transaction Agreement) or (D) hire or promote any person, or terminate the employment or service of any employee of the Spinco Business, other than for “cause”;

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increase the funding obligation or contribution rate of any employee benefit plan of the Spinco Entities other than in the ordinary course or as required by applicable law or the terms of any employee benefit plan;

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(A) permit, allow or suffer any of the assets of any Spinco Entity to become subjected to any lien (other than a permitted lien) of any nature, or (B) cancel any indebtedness owed to any Spinco Entity that is material, individually or in the aggregate, to the Spinco Entities, taken as a whole, or waive any claims or rights of substantial value;

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(A)(1) make, revoke or change any material tax election with respect to the Spinco Entities, (2) fail to timely file any material tax return required to be filed (after taking into account any extensions) by the applicable Spinco Entity, (3) prepare any material tax return on a basis inconsistent with past practice, (4) fail to timely pay any material tax that is due and payable by the applicable entity, (5) settle or compromise any material audit or administrative or judicial proceeding, (6) file any material amended tax return, (7) surrender any claim for a refund of a material amount of taxes, (8) consent to any extension or waiver of any limitation period with respect to any material claim or assessment for taxes or (9) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) with respect to a material amount of taxes, (B) make any change in accounting methods with respect to the Spinco Entities, other than as required by (1) accepted accounting principles, as in effect from time to time consistently applied (or any interpretation thereof), including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, (2) the SEC or (3) the Public Company Accounting Oversight Board or (C) adopt or change any tax accounting principle, method, period or practice with respect to the Spinco Entities;

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sell, lease, license or otherwise dispose of any assets, except inventory sold in the ordinary course;

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settle or compromise any investigation, audit, litigation, claim or action against any Spinco Entity, other than settlements or compromises of litigation where the amount paid does not exceed $1,000,000 individually (or $5,000,000 in the aggregate) and such settlement or compromise does not impose any restrictions on the business or operations of any Spinco Entity or the Spinco Business (other than customary confidentiality restrictions);

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make or commit to (A) any individual capital expenditure, capital addition or capital improvement (or series of related capital expenditures, capital additions or capital improvements) in excess of $10,000,000, or (B) capital expenditures, capital additions and capital improvements in excess of $100,000,000 in the aggregate;

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solely with respect to each Spinco Entity, acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets, other than purchases of supplies in the ordinary course;

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(A) enter into, cancel, modify, terminate or waive any material right, claim or benefit under, any material contract other than in the ordinary course, or (B) enter into any contract with respect to Spinco and its subsidiaries that would have been a material contract had it been entered into prior to the date of the RMT Transaction Agreement, other than any such contract entered into (x) in the ordinary course, and (y) that is not materially adverse to the business of Spinco and its subsidiaries, taken as a whole;

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sell, license, sublicense, abandon or permit to lapse, transfer or dispose of, create or incur any lien (other than any permitted lien) on, or otherwise fail to take any action necessary to maintain, enforce or protect any material item of registered intellectual property of the Spinco Entities;

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make any loan, advance or capital contribution to or investment in any person (other than any Spinco Entity);

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terminate, modify or reduce the coverage under any insurance covering the Spinco Business or fail to timely and promptly make a claim under any insurance covering the Spinco Business;

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(A) make any change in the accounting principles, methods, practices or policies of the Spinco Entities, unless such change was required by applicable law or GAAP, or (B) change in any material respect cash management practices or policies (including the timing of collection of receivables and payment of payables and other current liabilities); or

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agree, authorize or commit to do any of the foregoing.

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Glatfelter has agreed, as to itself and its subsidiaries, except as otherwise expressly contemplated by (1) the RMT Transaction Agreement, the Separation Agreement or the other Transaction Documents (including, subject to the parties’ obligations in the Tax Matters Agreement and other Transaction Documents, with respect to any actions taken to effect the Separation, the Initial Spin and the Spinco Distribution), (2) required by applicable law, (3) approved in writing (which approval will not be unreasonably withheld, conditioned or delayed) by Berry or (4) set forth in Glatfelter’s confidential disclosure letter, to use its commercially reasonable efforts to conduct the business of Glatfelter and its subsidiaries in the ordinary course and, to the extent consistent therewith, (a) preserve the business of Glatfelter’s and its subsidiaries’ business organizations intact and maintain existing relations and goodwill with governmental entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees and business associates and others having material business dealings with them, and (b) keep available the services of the present employees and agents of Glatfelter and its subsidiaries. In furtherance of the foregoing, Glatfelter has agreed, as to itself and its subsidiaries, that Glatfelter will not, and will cause its subsidiaries not to:

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(A) amend its articles of incorporation or bylaws (or comparable governing documents) (other than any immaterial amendments to any such documents that do not impact in any respect the economic benefits of the Merger or the other Transactions to Berry and Berry’s stockholders), (B) split, combine, subdivide or reclassify its outstanding shares of capital stock, voting securities or other equity interests (except for any such transaction by a wholly owned subsidiary of Glatfelter which remains a wholly owned subsidiary after consummation of such transaction), (C) declare, set aside or pay any dividend or distribution payable in cash, stock or property (or any combination thereof) in respect of any shares of its capital stock, voting securities or other equity interests (except for any dividends or distributions paid by a direct or indirect wholly owned subsidiary of Glatfelter to another direct or indirect wholly owned subsidiary of Glatfelter or to Glatfelter), (D) enter into any agreement with respect to the voting of its capital stock, voting securities or other equity interests or (E) purchase, repurchase, redeem or otherwise acquire any shares of its capital stock, voting securities or other equity interests or any securities or obligations convertible or exchangeable into or exercisable for any shares of its capital stock, voting securities or other equity interests;

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merge or consolidate with any other person, or restructure, reorganize or completely or partially liquidate (other than mergers among, or the restructuring, reorganization or liquidation of, any wholly owned subsidiary of Glatfelter that would not prevent, materially delay or materially impair the Transactions);

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knowingly take or omit to take any action if such action or failure to act would be reasonably likely to prevent or impede the Merger or the other Transactions from qualifying for the Intended Tax Treatment;

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issue, deliver, sell, grant, transfer or encumber or authorize the issuance, delivery, sale, grant, transfer or encumbrance of, any shares of its capital stock or any securities convertible or exchangeable into or exercisable for, or any options, warrants or other rights to acquire, any such shares, except (A) for any shares of capital stock of Glatfelter issued pursuant to awards of stock options, stock appreciation rights and restricted stock units outstanding on the date of the RMT Transaction Agreement in accordance with the existing terms of such awards and the employee benefit plans pursuant to which shares of capital stock of Glatfelter may be issued, or (B) by wholly owned subsidiaries to Glatfelter or to any other wholly owned subsidiary of Glatfelter;

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incur any indebtedness, except (A) in replacement of existing indebtedness which has matured or is scheduled to mature, in each case after the date of the RMT Transaction Agreement, on then prevailing

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market terms or on terms substantially consistent with or more beneficial to the business of Glatfelter and its subsidiaries, taken as a whole, than the indebtedness being replaced, (B) inter-company indebtedness among Glatfelter and its subsidiaries, (C) commercial paper issued in the ordinary course, (D) (1) to the extent not drawn upon and payments are not triggered thereby, letters of credit, bank guarantees, security or performance bonds or similar credit support instruments, and (2) overdraft facilities or cash management programs, in each case issued, made or entered into in the ordinary course, (E) hedging in compliance with the hedging strategy of the business of Glatfelter and its subsidiaries as of the date of the RMT Transaction Agreement in the ordinary course and not for speculative purposes or (F) as permitted under the Glatfelter credit facilities in the ordinary course;

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adopt, amend or extend (beyond the Closing Date) any employee benefit plan in any respect that would materially increase the costs to Glatfelter and its subsidiaries;

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other than in the ordinary course and in connection with the expiration of an existing collective bargaining agreement or as required by applicable law, enter into, renew or amend any collective bargaining agreement with respect to Glatfelter and its subsidiaries, or recognize any labor union or other labor organization as the collective bargaining representative of any employee of Glatfelter or its subsidiaries, except as may be required under any employee benefit plan of Glatfelter and its subsidiaries;

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(A) grant to any employee of Glatfelter or its subsidiaries whose total annual cash compensation exceeds or is expected to exceed $250,000, any increase in compensation or benefits, except for any increase pursuant to any employee benefit plan, any increase in base compensation in connection with annual reviews in the ordinary course consistent with past practice or, to the extent not paid prior to the date of the RMT Transaction Agreement, any payments of incentive compensation for performance during the 2023 calendar year pursuant to any employee benefit plan, in amounts determined by Glatfelter in accordance with any such employee benefit plan, (B) grant any retention, change of control, severance, pension or other compensation or benefits in respect of, or accelerate the vesting or payment of any compensation or benefit for, any current or former employee of Glatfelter or its subsidiaries or any officer, director, consultant or individual independent contractor of Glatfelter or its subsidiaries, (C) enter into, adopt, amend, terminate or materially increase the coverage or benefits available under any health insurance employee benefit plan (or other compensation or benefit plan, program, agreement or arrangement that would be a health insurance employee benefit plan if in effect on the date of the RMT Transaction Agreement) or (D) hire or promote any person whose total annual base compensation exceeds $150,000, or terminate the employment or service of any employee of Glatfelter or its subsidiaries whose total annual base compensation exceeds $150,000, other than for “cause”;

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increase the funding obligation or contribution rate of any employee benefit plan of Glatfelter and its subsidiaries other than in the ordinary course or as required by applicable law or the terms of any employee benefit plan;

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(A) permit, allow or suffer any of the assets of Glatfelter and its subsidiaries to become subjected to any lien (other than a permitted lien) of any nature, or (B) cancel any indebtedness owed to Glatfelter and its subsidiaries that is material, individually or in the aggregate, to Glatfelter and its subsidiaries, taken as a whole, or waive any claims or rights of substantial value;

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(A)(1) make, revoke or change any material tax election with respect to Glatfelter and its subsidiaries, (2) fail to timely file any material tax return required to be filed (after taking into account any extensions) by Glatfelter and its subsidiaries, (3) prepare any material tax return on a basis inconsistent with past practice, (4) fail to timely pay any material tax that is due and payable by the applicable entity, (5) settle or compromise any material audit or administrative or judicial proceeding, (6) file any material amended tax return, (7) surrender any claim for a refund of a material amount of taxes, (8) consent to any extension or waiver of any limitation period with respect to any material claim or assessment for taxes or (9) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) with respect to a material amount of taxes, (B) make any change in accounting methods with respect to Glatfelter and its subsidiaries, other than as required by (1) accepted accounting principles, as in effect from time to time

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consistently applied (or any interpretation thereof), including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, (2) the SEC or (3) the Public Company Accounting Oversight Board or (C) adopt or change any tax accounting principle, method, period or practice with respect to Glatfelter and its subsidiaries;

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sell, lease, license or otherwise dispose of any assets, other than sales of assets to third parties with a fair market value that does not exceed $250,000 individually or $5,000,000 in the aggregate;

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settle or compromise any investigation, audit, litigation, claim or action against Glatfelter and its subsidiaries, other than settlements or compromises of litigation where the amount paid does not exceed $300,000 individually (or $1,500,000 in the aggregate) and such settlement or compromise does not impose any restrictions on the business or operations of Glatfelter and its subsidiaries or the business of Glatfelter and its subsidiaries (other than customary confidentiality restrictions);

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make or commit to (A) any individual capital expenditure, capital addition or capital improvement (or series of related capital expenditures, capital additions or capital improvements) in excess of $5,000,000, or (B) capital expenditures, capital additions and capital improvements in excess of $40,000,000 in the aggregate;

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acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets, other than purchases of supplies in the ordinary course;

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(A) enter into, cancel, modify, terminate or waive any material right, claim or benefit under, any material contract other than in the ordinary course, or (B) enter into any contract with respect to Glatfelter and its subsidiaries that would have been a material contract had it been entered into prior to the date of the RMT Transaction Agreement, other than any such contract entered into (x) in the ordinary course, and (y) that is not materially adverse to the business of Glatfelter and its subsidiaries, taken as a whole;

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sell, license, sublicense, abandon or permit to lapse, transfer or dispose of, create or incur any lien (other than any permitted liens) on, or otherwise fail to take any action necessary to maintain, enforce or protect any material item of registered intellectual property of Glatfelter and its subsidiaries;

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make any loan, advance or capital contribution to or investment in any person (other than any subsidiary of Glatfelter);

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terminate, modify or reduce the coverage under any material insurance covering the business of Glatfelter and its subsidiaries or fail to timely and promptly make a claim under any material insurance covering the business of Glatfelter and its subsidiaries;

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(A) make any change in the accounting principles, methods, practices or policies of Glatfelter and its subsidiaries, unless such change was required by applicable law or GAAP, or (B) change in any material respect cash management practices or policies (including the timing of collection of receivables and payment of payables and other current liabilities); or

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agree, authorize or commit to do any of the foregoing.

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However, nothing contained in the RMT Transaction Agreement gives Berry or Glatfelter, directly or indirectly, the right to control or direct the other party’s operations prior to the First Effective Time. Prior to the First Effective Time, each party will exercise, consistent with the terms and conditions of the RMT Transaction Agreement, complete control and supervision over its and its subsidiaries’ respective operations.

Tax Matters

The RMT Transaction Agreement contains certain representations, warranties and covenants relating to the preservation of the tax-free status of the Separation, the Initial Spin, the Spinco Distribution, the Merger and certain related Transactions. It also contains an obligation on the parties to cooperate with each other and use their respective commercially reasonable efforts to agree upon and finalize the tax representation letters relating to the Transactions and to obtain the IRS Ruling and Tax Opinions. Additional

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covenants relating to the tax-free status of the Transactions are contained in the Tax Matters Agreement. The allocation of historic taxes attributable to the Spinco Business and Transaction-related taxes, if any, generally is governed by the terms, provisions and procedures described in the Tax Matters Agreement. See “Other Agreements Related to the Transactions — Tax Matters Agreement.”

SEC Filings

Under the RMT Transaction Agreement, Berry, Glatfelter, Spinco and Merger Subs have agreed to have (1) (a) the parties jointly prepare and Spinco will file with the SEC a registration statement to effect the registration of Spinco common stock (the “Distribution Registration Statement”), and (b) if the Spinco Distribution is effected in whole or in part as an Exchange Offer (which Exchange Offer will require the consent of Glatfelter (such consent not to be unreasonably withheld, conditioned or delayed)), Berry will prepare and file with the SEC a tender offer statement on Schedule TO and other filings pursuant to Rule 13e-4 under the Exchange Act, and (2) the parties jointly prepare and Glatfelter will file with the SEC (a) the proxy statement relating to the Glatfelter Shareholder Approval and Glatfelter special meeting, and (b) a registration statement on Form S-4 to register under the Securities Act the shares of the issuance of the shares of Glatfelter common stock that will be received by holders of Spinco common stock pursuant to the Merger (the “Glatfelter Registration Statement”) (in which the proxy statement will be included as a prospectus).

Glatfelter is required under the RMT Transaction Agreement to mail a proxy statement/prospectus to its shareholders as promptly as practicable after the SEC clears its proxy statement/prospectus.

Regulatory Matters

The RMT Transaction Agreement provides that subject to certain exceptions set forth therein, Berry and Glatfelter will cooperate with each other and use, and will cause their respective subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on each of their part under the RMT Transaction Agreement and the other Transaction Documents and applicable laws and governmental orders to consummate and make effective the Merger and the other Transactions, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (including by filing as promptly as reasonably practicable after the date of the RMT Transaction Agreement the notifications, filings, reports and other information required to be filed (1) under the HSR Act, (2) under any other applicable antitrust laws and (3) with foreign regulators pursuant to applicable foreign regulatory laws, in each case, with respect to the Merger and the other Transactions (including the filing of the notifications, filings, reports and other information set forth in Berry’s confidential disclosure letter)) and to obtain all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any governmental entity in order to consummate the Merger and the other Transactions. Subject to certain exceptions, each of the parties will use its reasonable best efforts to resolve such objections, if any, as may be asserted by any governmental entity in connection with the HSR Act, any other applicable antitrust laws, or any foreign regulatory laws with respect to the Merger and the other Transactions and to avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing the consummation of the Merger and the other Transactions.

Berry and Glatfelter will each, upon request by the other, furnish the other with all information, subject to certain requirements set forth in the RMT Transaction Agreement, concerning itself, its affiliates, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Berry or Glatfelter or any of their respective affiliates to any governmental entity in connection with the Transactions.

Berry and Glatfelter have agreed to promptly provide all non-privileged information and documents requested by any governmental entity to the extent necessary or advisable to resolve any inquiry or investigation and to obtain as promptly as practicable all permits, clearances and approvals necessary or advisable to be obtained from such governmental entity in order to consummate the Merger and the other Transactions.

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Berry will determine timing and strategy and be responsible for the final content of any substantive oral or written joint communications with any applicable governmental entity, subject to good faith consultation with Glatfelter and, subject to the foregoing, Berry and Glatfelter will jointly coordinate all activities with respect to seeking any permits, clearances or approvals of any governmental entity under any U.S. or non-U.S. antitrust laws or foreign regulatory laws. Subject to Berry’s right to determine timing and strategy, Berry and Glatfelter have the right to review in advance (subject to, as necessary, redactions of commercially sensitive terms or the privileged information of such party or the exchange of information on an “outside counsel only” basis) and each will consult with the other on and consider in good faith the views of the other in connection with, all the information relating to Berry and Glatfelter, as the case may be, and any of their respective affiliates, that appears in any filing made with, or written materials submitted to, any governmental entity in connection with the Transactions. Subject to Berry’s right to determine timing and strategy, neither Berry nor Glatfelter will permit any of its officers or any other representatives or agents to participate in any meeting or substantive communication with any governmental entity in respect of any filing, investigation or other inquiry relating to the Transactions unless it consults with the other party in advance and, to the extent permitted by such governmental entity, gives the other party the opportunity to attend and participate thereat (and to the extent such other party did not participate in any communication with a Governmental Entity promptly, and in no event later than 24 hours thereafter, provide such other party with a reasonably detailed summary of such communication).

For the purposes of the parties’ obligations with respect to regulatory matters, “reasonable best efforts” will include taking any and all actions necessary to obtain the consents, approvals, permits, waiting period expirations or authorizations of any governmental entity required to complete the Merger and the other Transactions as promptly as reasonably practicable (including taking any and all actions to (i) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the RMT Transaction Agreement, the Merger or the other Transactions, (ii) divest, transfer, sell or otherwise dispose of or hold separate (or agree to do any of the foregoing) any of their respective businesses, assets or any portions thereof, (iii) effect any conditions, commitments or restrictions (or agree to do any of the foregoing) on or related to the conduct of their respective businesses, including with respect to the individuals designated to serve as directors on the Glatfelter Board and (iv) implement the strategies and actions determined pursuant to Berry’s confidential disclosure letter) provided that notwithstanding anything to the contrary set forth in the RMT Transaction Agreement:

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Neither Berry, Glatfelter nor their respective subsidiaries (including the Spinco Entities), will be required to, and neither of them will, without the prior written consent of the other party (which may or may not be granted in the sole discretion of such other party), take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would, or would be reasonably expected to, materially and adversely affect (A) the assets, business, results of operation or financial condition of Berry or Glatfelter and its subsidiaries (including Spinco and the Spinco Subsidiaries), taken as a whole, after the consummation of the Transactions, or (B) the Intended Tax Treatment of the Transactions (any such action is referred to herein as a “Detriment”).

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Berry and its affiliates (other than the Spinco Entities) will not be required to (A) divest, transfer, sell or otherwise dispose of or hold separate (or agree to do any of the foregoing) any of their respective businesses, assets or any portions thereof, or (B) effect any conditions, commitments or restrictions (or agree to do any of the foregoing) on or related to the conduct of their respective businesses, except with respect to Berry’s right to designate directors on the Glatfelter Board.

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Subject to Berry’s right to direct timing and strategy, no party’s good faith actions to continue to contest any objection to the RMT Transaction Agreement, the Merger or the other Transactions in an effort to achieve a more favorable resolution of such objection will be a breach of such party’s obligations unless and until it would cause or be reasonably expected to cause, the Merger and the other Transactions not to be consummated prior to the Outside Date.

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No Solicitation

The RMT Transaction Agreement contains detailed provisions restricting Glatfelter’s ability to seek alternative transactions and restricting Berry’s ability to seek alternative transactions with respect to the Spinco Business.

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Glatfelter Acquisition Proposals

Upon executing the RMT Transaction Agreement, Glatfelter will, and will cause its subsidiaries and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person conducted previously with respect to any Glatfelter Acquisition Proposal or proposal that would reasonably be expected to lead to a Glatfelter Acquisition Proposal. Glatfelter will promptly deliver a written notice to each such person providing only that Glatfelter is ending all discussions and negotiations with such person with respect to any Glatfelter Acquisition Proposal or proposal or transaction that would reasonably be expected to lead to a Glatfelter Acquisition Proposal, and informing such persons of the obligations undertaken with respect to non-solicitation and existing discussions in the RMT Transaction Agreement and in the confidentiality agreement between the parties, which notice will, to the extent such person has executed a confidentiality agreement in connection with its consideration of a Glatfelter Acquisition Proposal, also request the prompt return or destruction of all confidential information concerning Glatfelter and any of its subsidiaries previously furnished to such person by or on behalf of Glatfelter or any of its subsidiaries, as applicable. Glatfelter will promptly terminate all physical and electronic data access previously granted to such persons.

During the period commencing with the signing of the RMT Transaction Agreement and continuing until the earlier to occur of the termination of the RMT Transaction Agreement in accordance with its terms and the First Effective Time, Glatfelter will not terminate, amend, modify or waive any provision of any confidentiality, “standstill” or similar agreement, in each case relating to a Glatfelter Acquisition Proposal or a potential Glatfelter Acquisition Proposal, to which Glatfelter or any of its subsidiaries is a party and will enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof. Notwithstanding anything in the RMT Transaction Agreement to the contrary, Glatfelter will be permitted to terminate, amend, modify, waive or fail to enforce any provision of any confidentiality, “standstill” or similar obligation of any person if the Glatfelter Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law.

Moreover, Glatfelter has agreed that it will not, and none of its subsidiaries nor any of the directors, officers or employees of it or its subsidiaries will, and Glatfelter will instruct and use its commercially reasonable efforts to cause its and its subsidiaries’ representatives not to, directly or indirectly:

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initiate, solicit, propose or knowingly encourage or facilitate the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Glatfelter Acquisition Proposal;

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engage in, continue or otherwise participate in any discussions with or negotiations relating to any Glatfelter Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to a Glatfelter Acquisition Proposal;

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provide any information to any person in connection with any Glatfelter Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to a Glatfelter Acquisition Proposal;

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otherwise knowingly facilitate any effort or attempt to make a Glatfelter Acquisition Proposal; or

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other than as expressly permitted under, and after compliance with and termination pursuant to, the RMT Transaction Agreement, enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (other than a confidentiality agreement) relating to any Glatfelter Acquisition Proposal.

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As used herein, the term “Glatfelter Acquisition Proposal” means any proposal or offer of a third party relating to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, spin-off, share exchange, business combination or similar transaction involving Glatfelter or any of its subsidiaries or any acquisition by any person or group, or any proposal or offer that if consummated would, in each case, result in, any person or group becoming the beneficial owner of, directly or indirectly, in one or a series of related transactions, 20% or more of the total voting power of Glatfelter or 20% or more of the consolidated total assets (taken as a whole, it being understood that total assets include equity securities of subsidiaries) of Glatfelter, in each case other than the Transactions.

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Notwithstanding the foregoing, prior to the time, but not after, the Glatfelter Shareholder Approval is obtained, in response to an unsolicited, bona fide written Glatfelter Acquisition Proposal that did not arise from or in connection with a breach of the foregoing obligations, Glatfelter may:

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provide information in response to a request therefor (including non-public information regarding Glatfelter or any of its subsidiaries) to the person who made such Glatfelter Acquisition Proposal, provided that such information has previously been made available to, or is made available to, Berry prior to or concurrently with the time such information is made available to such person and that, prior to furnishing any such information, Glatfelter receives from the person making such Glatfelter Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the confidentiality agreement between the parties are on Berry (it being understood that such confidentiality agreement need not prohibit the making or amending of a Glatfelter Acquisition Proposal to the extent such Glatfelter Acquisition Proposal is made directly to Glatfelter), provided, however, that if the person making such Glatfelter Acquisition Proposal is a competitor of Glatfelter, Glatfelter will not provide any commercially sensitive non-public information to such person in connection with any actions permitted by this exception other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and

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participate in any discussions or negotiations with any such person regarding such Glatfelter Acquisition Proposal;

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in each case, if, and only if, prior to taking any action described above, the Glatfelter Board determines in good faith after consultation with Glatfelter’s outside legal counsel that (A) based on the information then available and after consultation with Glatfelter’s financial advisor that such Glatfelter Acquisition Proposal either constitutes a Glatfelter Superior Proposal or would reasonably be expected to result in a Glatfelter Superior Proposal, and (B) failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law.

Glatfelter will promptly (and, in any event, within 48 hours) give notice to Berry if (i) any proposals or offers with respect to a Glatfelter Acquisition Proposal are received by, (ii) any information is requested in connection with any Glatfelter Acquisition Proposal from or (iii) any discussions or negotiations with respect to a Glatfelter Acquisition Proposal are sought to be initiated or continued with, it or any of its representatives, setting forth in such notice the name of such person and the material terms and conditions of any proposals or offers (including, if applicable, complete copies of any written requests, proposals or offers, including proposed agreements) and thereafter will keep Berry informed, on a reasonably current basis (and, in any event, within 48 hours), of the status and terms of any such proposals or offers (including any material amendments thereto).

As used herein, “Glatfelter Superior Proposal” means a unsolicited, bona fide written Glatfelter Acquisition Proposal made after the date of the RMT Transaction Agreement that would result in a person or group, other than Berry or any of its subsidiaries or controlled affiliates (including the Spinco Entities), becoming the beneficial owner of, directly or indirectly, at least 50% of the total voting power of the equity securities of Glatfelter (or of the surviving entity in a merger involving Glatfelter, as applicable) or at least 50% of the consolidated total assets (taken as a whole, including equity securities of its subsidiaries), of Glatfelter that the Glatfelter Board has determined in good faith, after consultation with Glatfelter’s outside legal counsel and financial advisor that (a) if consummated, would result in a transaction more favorable to Glatfelter’s shareholders from a financial point of view than the Merger (after taking into account any revisions to the terms of the RMT Transaction Agreement proposed by Berry and the time likely to be required to consummate such Glatfelter Acquisition Proposal), and (b) is reasonably likely to be consummated on the terms proposed, taking into account any legal, financial and regulatory requirements, the likelihood of termination, the timing of closing and the identity of the person or persons making the proposal.

Spinco Acquisition Proposals

Berry has agreed that upon executing the RMT Transaction Agreement, Berry will, and will cause its subsidiaries and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person conducted heretofore with respect to any Spinco Acquisition

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Proposal or proposal that would reasonably be expected to lead to a Spinco Acquisition Proposal. Berry will promptly deliver a written notice to each such person providing only that Berry is ending all discussions and negotiations with such person with respect to any Spinco Acquisition Proposal or proposal or transaction that would reasonably be expected to lead to a Spinco Acquisition Proposal, and informing such persons of the obligations undertaken with respect to non-solicitation and existing discussions in the RMT Transaction Agreement and in the confidentiality agreement between the parties, which notice will, to the extent such person has executed a confidentiality agreement in connection with its consideration of a Spinco Acquisition Proposal, also request the prompt return or destruction of all confidential information concerning the Spinco Business and any Spinco Entities heretofore furnished to such person by or on behalf of Berry or any of its subsidiaries, as applicable. Berry will promptly terminate all physical and electronic data access previously granted to such persons.

Moreover, Berry has agreed that it will not, and none of its subsidiaries nor any of the directors, officers or employees of it or its subsidiaries will, and Berry will instruct and use its commercially reasonable efforts to cause its and its subsidiaries’ representatives not to, directly or indirectly:

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initiate, solicit, propose or knowingly encourage or facilitate the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Spinco Acquisition Proposal;

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engage in, continue or otherwise participate in any discussions with or negotiations relating to any Spinco Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to a Spinco Acquisition Proposal;

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provide any information to any person in connection with any Spinco Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to a Spinco Acquisition Proposal;

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otherwise knowingly facilitate any effort or attempt to make a Spinco Acquisition Proposal; or

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other than as expressly permitted under, and after compliance with and termination pursuant to, the RMT Transaction Agreement, enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (other than a confidentiality agreement) relating to any Spinco Acquisition Proposal.

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As used herein, the term “Spinco Acquisition Proposal” means any proposal or offer relating to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, spin-off, share exchange, business combination or similar transaction involving any of the Spinco Entities or any acquisition by any person or group, or any proposal or offer that if consummated would, in each case, result in, any person or group becoming the beneficial owner of, directly or indirectly, in one or a series of related transactions, 20% or more of the consolidated total assets (taken as a whole, it being understood that total assets include equity securities of subsidiaries) of the Spinco Business, in each case other than (a) the Transactions, and (b) any proposal or offer relating to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, spin-off, share exchange, business combination or any other transaction involving Berry or any acquisition by any person or group of, or any proposal or offer involving, the securities of Berry.

Notwithstanding the foregoing, if the Threshold Event (as defined below) occurs, then during the period beginning on the date the Threshold Event occurs and ending on the date the Glatfelter Shareholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in the RMT Transaction Agreement, Berry may:

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provide information in response to a request therefor (including non-public information regarding Berry and its subsidiaries (including the Spinco Entities)) to the person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, Glatfelter prior to or concurrently with the time such information is made available to such person and that, prior to furnishing any such information, Berry receives from the person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the confidentiality agreement between the parties are on Glatfelter (it being understood that such confidentiality agreement need

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not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Berry), provided, however, that if the person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Berry will not provide any commercially sensitive non-public information to such person in connection with any actions permitted by this exception other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and

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participate in any discussions or negotiations with any such person regarding such Spinco Acquisition Proposal;

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in each case, if, and only if, prior to taking any action described above, the Berry Board determines in good faith after consultation with Berry’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposal.

As used herein, “Threshold Event” means the provisions of the RMT Transaction Agreement that obligate Glatfelter to hold the Glatfelter special meeting are materially and adversely limited or invalidated for any reason, including as a result of a judicial determination that (a) is either a final or interim order, and (b) has been entered and has remained in effect for a period of 10 days without being reversed or stayed pending appeal (or, in the case of an order that is not subject to further appeal, on the first business day following the entry of the order).

As used herein, “Spinco Superior Proposal” means an unsolicited, bona fide written Spinco Acquisition Proposal made after the date of the RMT Transaction Agreement that would result in a person or group, other than Glatfelter or any of its subsidiaries or controlled affiliates, becoming the beneficial owner of, directly or indirectly, at least 50% of the total assets (taken as a whole, including equity securities of any Spinco Entities) of the Spinco Business that Berry has determined in good faith, after consultation with its financial advisor, that (a) if consummated, would result in a transaction more favorable to Berry from a financial point of view than the Merger (after taking into account any revisions to the terms of the RMT Transaction Agreement proposed by Glatfelter and the time likely to be required to consummate such Spinco Acquisition Proposal), and (b) is reasonably likely to be consummated on the terms proposed, taking into account any legal, financial and regulatory requirements, the likelihood of termination, the timing of closing and the identity of the person or persons making the proposal.

Board Recommendation and Alternative Acquisition Agreements

Glatfelter has agreed in the RMT Transaction Agreement that the Glatfelter Board, including any committee thereof, will not:

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withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify) the recommendation by the Glatfelter Board of the approval by the Glatfelter shareholders of the Charter Amendment proposals and the Share Issuance proposal in a manner adverse to Berry;

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fail to include the recommendation by the Glatfelter Board of the approval by the Glatfelter shareholders of the Charter Amendment proposals and the Share Issuance proposal in this document;

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fail to recommend, within 10 business days after the commencement of such Glatfelter Acquisition Proposal through a tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of capital stock of Glatfelter (other than by Berry or an affiliate of Berry), against acceptance of such tender offer or exchange offer by its shareholders; or

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approve or recommend, or publicly declare advisable or publicly propose to enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (other than a confidentiality agreement) relating to any Glatfelter Acquisition Proposal.

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Any action described in the four bullets above is referred to herein as a “Glatfelter Change of Recommendation.”

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Notwithstanding the foregoing, prior to the time the Glatfelter Shareholder Approval is obtained, the Glatfelter Board may effect a Glatfelter Change of Recommendation if:

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(1) an unsolicited, bona fide written Glatfelter Acquisition Proposal that did not arise from or in connection with a breach of Glatfelter’s non-solicit obligations under the RMT Transaction Agreement is received by Glatfelter and the Glatfelter Board determines in good faith, after consultation with Glatfelter’s outside legal counsel and financial advisor, that such Glatfelter Acquisition Proposal constitutes a Glatfelter Superior Proposal, or (2) an Intervening Event has occurred (as defined below); and

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the Glatfelter Board determines in good faith, after consultation with Glatfelter’s outside legal counsel, that failure to effect a Glatfelter Change of Recommendation in response to such Glatfelter Superior Proposal or Intervening Event, as applicable, would be inconsistent with the directors’ fiduciary duties under applicable law; provided, however, that a Glatfelter Change of Recommendation or action to terminate the RMT Transaction Agreement may not be made unless and until Glatfelter has given Berry written notice of such action and the basis thereof four business days in advance, which notice will set forth in writing that the Glatfelter Board intends to consider whether to take such action and (x) in the case of a Glatfelter Superior Proposal, comply in form, substance and delivery with the requirements of the RMT Transaction Agreement, and (y) in the case of an Intervening Event, include a reasonable description of such Intervening Event. After giving such notice and prior to effecting such Glatfelter Change of Recommendation or taking such action to terminate the RMT Transaction Agreement, Glatfelter will, and will cause its employees, financial advisor and outside legal counsel to, negotiate in good faith with Berry (to the extent Berry wishes to negotiate) to make such revisions to the terms of the RMT Transaction Agreement as would permit the Glatfelter Board not to effect a Glatfelter Change of Recommendation or to take such action to terminate the RMT Transaction Agreement in response thereto. At the end of the four-business day period, prior to taking action to effect a Glatfelter Change of Recommendation or taking action to terminate the RMT Transaction Agreement, the Glatfelter Board will take into account any changes to the terms of the RMT Transaction Agreement proposed by Berry in writing and any other information offered by Berry in response to the notice, and will have determined in good faith (I) after consultation with Glatfelter’s outside legal counsel and financial advisor, that, in the case of a Glatfelter Superior Proposal, the Glatfelter Superior Proposal would continue to constitute a Glatfelter Superior Proposal, or (II) after consultation with Glatfelter’s outside legal counsel, that, in the case of an Intervening Event, the failure to effect a Glatfelter Change of Recommendation in response to such Intervening Event would be inconsistent with the directors’ fiduciary duties under applicable law, in each case, if such changes offered in writing were to be given effect. Any material amendment to any Glatfelter Acquisition Proposal will be deemed to be a new Glatfelter Acquisition Proposal except that the advance written notice obligation will be reduced to two business days.

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As used herein, “Intervening Event” means any Effect that was not known by nor was reasonably foreseeable to the Glatfelter Board as of the date of the RMT Transaction Agreement; provided, that in no event will any Effect that (a) involves or relates to a Glatfelter Acquisition Proposal or a Glatfelter Superior Proposal or any inquiry or communications or matters relating thereto, (b) results from the announcement or pendency of the RMT Transaction Agreement or any actions expressly required to be taken or to be refrained from being taken pursuant to the RMT Transaction Agreement or (c) relates to the fact that Berry, the Spinco Business or Glatfelter, as applicable, meets or exceeds any internal or analysts’ expectations or projections be taken into account for purposes of determining whether an Intervening Event has occurred (it being understood that, with respect to the foregoing clause (b), the facts or occurrences giving rise or contributing to such Effect may be taken into account when determining whether an Intervening Event has occurred).

Berry has agreed in the RMT Transaction Agreement that it will not enter into, or publicly propose to enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (other than a confidentiality agreement) relating to any Spinco Acquisition Proposal, except that, if a Threshold Event occurs, then during the period beginning on the date the Threshold Event occurs and ending on the date on which the Glatfelter Shareholder Approval is obtained, Berry may enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger

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agreement, option agreement, joint venture agreement, partnership agreement or other agreement relating to any Spinco Acquisition Proposal if an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations undertaken with respect to non-solicitation and existing discussions in the RMT Transaction Agreement is received by Berry and the Berry Board determines in good faith, after consultation with Berry’s financial advisor, that such Spinco Acquisition Proposal constitutes a Spinco Superior Proposal; provided, however, Berry may not enter into a Spinco Alternative Acquisition Agreement or action to terminate the RMT Transaction Agreement unless and until Berry has given Glatfelter written notice of such action and the basis thereof five business days in advance, which notice will set forth in writing that Berry intends to consider whether to take such action, and comply in form, substance and delivery with the provisions of the RMT Transaction Agreement. After giving such notice and prior to taking such action to terminate the RMT Transaction Agreement, Berry will, and will cause its employees, financial advisor and outside legal counsel to, negotiate in good faith with Glatfelter (to the extent Glatfelter wishes to negotiate) to make such revisions to the terms of the RMT Transaction Agreement as would not permit Berry to take such action to terminate the RMT Transaction Agreement in response thereto. At the end of the five-business day period, prior to taking action to terminate the RMT Transaction Agreement, the Berry Board will take into account any changes to the terms of the RMT Transaction Agreement proposed by Glatfelter in writing and any other information offered by Glatfelter in response to the notice and has determined in good faith after consultation with its financial advisor that the Spinco Superior Proposal would continue to constitute a Spinco Superior Proposal. Any material amendment to any Spinco Acquisition Proposal will be deemed to be a new Spinco Acquisition Proposal, except that the advance written notice obligation will be reduced to three business days.

Financing

In connection with its entry into the Separation Agreement and the RMT Transaction Agreement, on February 6, 2024, Spinco entered into the Spinco Commitment Letter, under which the Spinco Lenders committed to provide Spinco with the Spinco Financing, subject to the terms and conditions of the Spinco Commitment Letter. The Spinco Commitment Letter was amended and restated on each of March 2, 2024, and March 8, 2024, in each case in compliance with the terms and conditions of the RMT Transaction Agreement.

The RMT Transaction Agreement provides that Spinco must use commercially reasonable efforts to (i) maintain in effect, until the earlier of the initial funding of the Spinco Financing and the replacement of the Spinco Financing with the Permanent Financing, in each case, in an amount sufficient to fund (and in any event not to exceed) the Special Cash Payment, the Spinco Commitment Letter, pursuant to which, among other things, the Spinco Lenders have committed to provide Spinco with debt financing in the amount set forth therein, (ii) negotiate definitive agreements with respect to the Spinco Financing, on substantially the terms and conditions contained in the Spinco Commitment Letter or on such other terms as are reasonably acceptable to Berry and Glatfelter and negotiate definitive agreements with respect to the Permanent Financing if and as directed by Glatfelter, (iii) materially comply with the obligations that are set forth in the Spinco Commitment Letter and the Financing Agreements that are applicable to Spinco and satisfy (or seek a waiver of) on a timely basis all conditions precedent in the Spinco Commitment Letter and the Financing Agreements that are within its control and (iv) in the event that all conditions to funding in the Spinco Commitment Letter or the Financing Agreements are satisfied at or prior to the Spinco Distribution, consummate the Financing at or prior to the Spinco Distribution.

Glatfelter has the right to direct Spinco to replace all or a portion of the Spinco Financing with (A) the proceeds of consummated capital markets debt or equity (including preferred or other hybrid equity) financing, and/or (B) commitments in respect of other long term debt from the same and/or alternative bona fide third-party financing sources so long as (1) all conditions precedent to effectiveness of definitive documentation for such financing have been satisfied and the conditions precedent to funding of such financing are in the aggregate, in respect of certainty of funding, substantially equivalent to (or more favorable to Spinco than) the conditions precedent set forth in the Spinco Commitment Letter, and (2) the terms thereof will be (I) consistent with the Intended Tax Treatment of the transactions contemplated by the Transaction Documents (as determined by Berry in good faith in consultation with Glatfelter), and (II) reasonably acceptable to Berry and Spinco; provided that, if any Financing is proposed to be consummated prior to the date of obtaining the IRS Ruling, Glatfelter and Berry will jointly agree on when

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to consummate such Financing and no such Financing will be issued or incurred prior to the satisfaction of the conditions set forth in the RMT Transaction Agreement (other than those that would be satisfied by action at the Closing without the consent of each of Glatfelter and Berry, which in each case will not be unreasonably withheld, conditioned or delayed. Glatfelter and Merger Subs may assign their respective rights and obligations under the RMT Transaction Agreement (while remaining liable for their obligations) to the Financing Sources pursuant to the terms of the Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Spinco Financing.

If any funds in the amounts set forth in the Spinco Commitment Letter or the Financing Agreements, as applicable, or any portion thereof, become unavailable on the terms and conditions contemplated in the Spinco Commitment Letter or the Financing Agreements, as applicable, Spinco (in consultation in good faith with Glatfelter, and, with respect to any Alternative Financing that is in the form of the Permanent Financing, at the direction of Glatfelter) will use its commercially reasonable efforts to arrange and obtain promptly any such portion from the same or alternative sources, in an amount sufficient, when added to the portion of the Financing that is available, to allow Spinco to fund the Special Cash Payment, and obtain a new financing commitment that provides for such financing; provided that, in each case, (i) the terms of the Alternative Financing must (A) be consistent with the Intended Tax Treatment of the transactions contemplated by the Transaction Documents (as determined by Berry in good faith in consultation with Glatfelter), and (B) be customary and reasonable in light of then-prevailing market terms, (ii) the terms and conditions of the Alternative Financing will not be materially less favorable, taken as a whole, to Spinco or Glatfelter than those in the Spinco Commitment Letter as in effect on the date of the RMT Transaction Agreement (after giving effect to any “market flex” provisions therein) and (iii) none of Spinco or any of its affiliates will agree (without the consent of Glatfelter (such consent not to be unreasonably withheld, conditioned or delayed)) to any Alternative Financing that would result in the payment of fees or interest rates applicable to Spinco Financing in excess of those contemplated by the Spinco Commitment Letter.

Each of Spinco and Glatfelter will give the other party prompt written notice upon it obtaining knowledge of (i) any material breach (or threatened material breach) or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any material breach or default) by any party to the Spinco Commitment Letter or the Permanent Financing Agreements, as applicable, (ii) any actual or threatened withdrawal, repudiation or termination of the Financing by any of the Financing Sources and (iii) any material dispute or disagreement between or among any of the parties to the Spinco Commitment Letter or the Permanent Financing Agreements, as applicable, that could reasonably be expected to delay or prevent or make materially less likely the funding of the Financing on the date of the Spinco Distribution; provided that in no event will Spinco or Glatfelter be under any obligation to disclose any information pursuant to clauses (i), (ii) or (iii) that would waive the protection of attorney-client or similar privilege if Spinco or Glatfelter will have used commercially reasonable efforts to disclose such information in a way that would not waive such privilege.

Neither Spinco nor Glatfelter will, without the prior written consent of the other party, amend, modify, supplement, restate, substitute, replace, terminate or agree to any waiver under the Spinco Commitment Letter or the Permanent Financing Agreements, as applicable, in a manner that (i) (A) reduces the aggregate amount of the Financing such that the aggregate funds that would be available to Spinco on the date of Spinco Distribution would not be sufficient to provide the funds required to fund the Special Cash Payment, or (B) increases the aggregate amount of the Financing such that the aggregate funds would exceed the Special Cash Payment, (ii) adds or expands on the conditions precedent to the funding of the Financing as set forth in the Spinco Commitment Letter as in effect on the date of the RMT Transaction Agreement or the Permanent Financing Agreements, as applicable, in a manner that could materially delay or prevent or make materially less likely the funding of the Financing on the date of Spinco Distribution or (iii) materially adversely affects the ability of Spinco to enforce its rights against the Spinco Lenders under the Spinco Commitment Letter as in effect on the date of the RMT Transaction Agreement or against the Financing Sources with respect to the Permanent Financing under the Permanent Financing Agreements, as applicable; provided that notwithstanding the foregoing, Spinco may (a) implement or exercise any of the “market flex” provisions exercised by the Spinco Lenders in accordance with the Spinco Commitment Letter as of the date of the RMT Transaction Agreement, or (b) amend and restate the Spinco Commitment Letter or otherwise execute joinder agreements to the Spinco Commitment Letter solely to add additional Spinco Lenders.

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Glatfelter will indemnify, defend and hold harmless Berry, its subsidiaries and their respective representatives from and against any and all Costs suffered or incurred by them in connection any information provided by or behalf of Glatfelter or its subsidiaries utilized in connection with the arrangement of the Financing, except in instances of gross negligence or willful misconduct on the part of Berry, its subsidiaries and their respective representatives (as determined in a final and non-appealable judgment). Berry will indemnify, defend and hold harmless Glatfelter, its subsidiaries and their respective representatives from and against any and all Costs suffered or incurred by them in connection with any information provided by or on behalf of Berry or its subsidiaries utilized in connection with the arrangement of the Financing, except in instances of gross negligence or willful misconduct on the part of Glatfelter, its subsidiaries and their respective representatives (as determined in a final and non-appealable judgment). Any amount to be paid or reimbursed by Glatfelter or Berry in connection with the Financing, as applicable, will be paid or reimbursed within 30 days after presentation of an invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

Employee Non-Solicitation; Non-Competition

The RMT Transaction Agreement contains restrictions on the ability of Berry and its subsidiaries and Glatfelter and its subsidiaries, as applicable, for a period of two years, to directly or indirectly solicit for employment or hire (whether as an employee, consultant or otherwise) any employee of the Spinco Business or Glatfelter and its subsidiaries or any employee of Berry and its subsidiaries, as applicable, in each case, as of immediately prior to the Closing; provided that these restrictions will not restrict any (i) general or public solicitations not specifically targeted at employees of the Spinco Business or the business of Glatfelter and its subsidiaries or employees of Berry and its subsidiaries, as applicable (including searches by any bona fide search firm that is not directed to solicit such employees), or (ii) solicitations, hiring or other actions with respect to any such person (A) whose employment is terminated prior to the commencement of employment discussions between such person and Berry or any of its subsidiaries or Glatfelter or any Spinco Entity, as applicable, (B) who responds to general or public solicitation not specifically targeted at employees of the Spinco Business or the business of Glatfelter and its subsidiaries or employees of Berry or its subsidiaries, as applicable (including searches by any bona fide search firm that is not directed to solicit such employees) or (C) who initiates discussions regarding such employment without any solicitation by such party in violation of these restrictions.

The RMT Transaction Agreement also contains restrictions on the ability of Berry and its affiliates, for a period commencing on the Closing Date and ending on the third anniversary of the Closing Date (provided, that solely with respect to the business of selling and manufacturing nonwoven materials (not including retained business of Berry), this period will end on the fifth anniversary of the Closing Date), to enter into, conduct, engage in, operate, control, manage or otherwise participate as proprietor, owner, lender, joint venturer, principal or partner in any person, enterprise or business that engages in or conducts (or is preparing to engage in or conduct) the Restricted Business worldwide; provided, however, that these restrictions will not preclude Berry or its subsidiaries from (A) passively owning 5% or less of the voting stock, capital stock or other equity interest of any person, even if such person is engaged in whole or in part in the Restricted Business, or (B) acquiring any business having not more than $250,000,000, in the aggregate, of its sales (based on such business’ latest annual consolidated financial statements) attributable to the Restricted Business; provided further, however, that Berry will divest the entirety of any acquired business of selling and manufacturing nonwoven materials within 24 months of the date of the consummation of such acquisition. Under the RMT Transaction Agreement “Restricted Business” means (a) the business of selling and manufacturing nonwoven materials (not including the retained business of Berry), and (b) the business of selling and manufacturing (i) films that are to be laminated to nonwoven materials, which are intended as components of products for the healthcare and hygiene markets, and (ii) silicone-coated films for the healthcare and hygiene markets (not including the retained business of Berry).

If any of the foregoing restrictions are held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, a court of competent jurisdiction will construe and interpret or reform these restrictions to provide for a covenant having the maximum enforceable geographic area, time period, and other provisions (not greater than those contained herein) as is valid and enforceable under such applicable law. Each party acknowledges and agrees that (a) the foregoing restrictions are reasonable and necessary to protect the legitimate business

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interests of the Berry, Glatfelter, the Surviving Entity and their subsidiaries, as applicable, and will be for the benefit of and enforceable by Berry or Glatfelter and the Surviving Entity, as applicable, and (b) the other parties would not have entered into the RMT Transaction Agreement absent the agreement of such party to be bound by the foregoing restrictions. Each party agrees that the other parties will be entitled to seek an injunction or injunctions to prevent breaches of these restrictions and to enforce specifically such terms and provisions, in addition to any other remedy to which such other parties may be entitled at law or equity, as well as the reasonable attorneys’ fees and costs incurred by such party in enforcing such obligations.

Certain Other Covenants and Agreements

The RMT Transaction Agreement contains certain other covenants and agreements, including covenants (with certain exceptions specified in the RMT Transaction Agreement) relating to:

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(a) Glatfelter’s obligation to execute and deliver, in accordance with applicable law and its organizational documents, in its capacity as sole stockholder of First Merger Sub, a written consent adopting the plan of merger contained in the RMT Transaction Agreement, and (b) Berry’s obligation to cause BGI to execute and deliver, in accordance with applicable law and its organizational documents, in its capacity as sole stockholder of Spinco, a written consent adopting the plan of merger contained in the RMT Transaction Agreement;

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the parties’ obligations to, following the signing of the RMT Transaction Agreement and prior to 45 days after the date of the RMT Transaction Agreement, finalize the list of regulatory approvals which will be a condition to the Closing;

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the parties’ obligations to keep each other apprised of the status of matters relating to the completion of the Transactions, including giving each other prompt notice of any Effect that has had or would reasonably be expected to have a material adverse effect with respect to Berry, Glatfelter or Spinco, as applicable, or of any failure of any condition to the other party’s obligation to complete the Transactions;

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provision of information and access to the books and records and directors, officers and stockholders/​shareholders of the Spinco Business and Glatfelter, as applicable;

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Glatfelter’s obligation to use commercially reasonable efforts to cause, and Berry’s obligation to reasonably cooperate with Glatfelter in connection with, (a) the listing of the shares of Glatfelter common stock to be issued in the Merger to be approved for listing on the NYSE, and (b) there to be a period of “when issued” trading of Glatfelter common stock on the NYSE prior to the Closing;

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the parties’ obligations to consult before issuing any press releases or otherwise making planned public statements with respect to the Transactions and prior to making any filings with any third party or any governmental entity;

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cooperation in good faith with respect to any written broad-based notices or communications materials (including website postings) to their current or former employees with respect to the Transactions contemplated by the Transaction Documents or employment, compensation or benefits matters of such employees that relate to the Transactions contemplated by the Transaction Documents or the period following the Closing Date;

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the indemnification of present and former (determined as of the First Effective Time) directors and officers of the Spinco Entities against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the First Effective Time (as well as the provision of directors’ and officers’ insurance policies in connection therewith for a period of six years from and after the First Effective Time);

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the parties’ obligations if any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation becomes applicable to the Transactions to take such actions as are necessary so that the Transactions may be completed as promptly as practicable on the terms contemplated by the RMT Transaction Agreement and otherwise use commercially reasonable efforts

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to eliminate or minimize the effects of such “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation;

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the parties’ obligations to take such actions as may be necessary or appropriate to cause the Transactions and any other dispositions of equity securities of Berry or Spinco (including derivative securities) or acquisitions of equity securities of Glatfelter (including derivative securities) in connection with the Transactions by any individual or entity that is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Berry or will become subject to such reporting requirements with respect to Glatfelter, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable law;

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the parties’ obligations to keep the other parties informed of certain litigation related to the RMT Transaction Agreement or the Transactions and the parties’ respective rights with respect to the defense and settlement of such litigation;

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Glatfelter’s obligations following the Closing to cause (a) the Surviving Entity and each of the other Spinco Entities to change the corporate name of each Spinco Entity with the applicable governmental entity to a name which does not include the words “Berry,” “Berry Global,” “Berry Plastics” or any part thereof, and (b) the trade names, trademarks, service marks, logos, trade dress, business/​corporate names or domain names which are owned by the Surviving Entity and each of the other Spinco Entities and affixed to or included in or with any of their assets, to be removed from such asset or changed to a name that does not include the words “Berry,” “Berry Global,” “Berry Plastics” or other variations thereof;

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the completion of certain other Transaction Documents and certain other agreements, including the preparation of Exhibit A schedule of services to the Transition Services Agreement;

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Berry’s obligation (a) to prepare certain financial information, included audited financials and subsequent quarterly unaudited financials, and pro forma financial information concerning the Spinco Business, in each case, for inclusion in the agreed-upon filings with the SEC (see “— SEC Filings” above), and (b) to deliver to Glatfelter the initial audited financials of the Spinco Business within 120 days after the date of the RMT Transaction Agreement;

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the parties’ obligations to reasonably cooperate with each other in connection with the works council notification and consultation processes and to satisfy all notification and consultation obligations in all material respects with respect to the Initial Spin, the Separation and the Merger; and

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the parties’ obligations to cooperate with each other and use, and cause their respective subsidiaries to use, their respective commercially reasonable efforts to take, or cause to be taken, all appropriate action, to do, or cause to be done, all things necessary, proper or advisable under the RMT Transaction Agreement or applicable law as may be required to carry out the provisions of the RMT Transaction Agreement, to consummate and make effective the Merger and the other Transactions and to obtain all consents, approvals or waivers from third parties necessary in connection with the Merger (other than with respect to matters described above under “— Regulatory Matters”, which will be governed by those provisions, and any consents required in connection with the Separation, which will be governed by the Separation Agreement), provided that no party or any of its affiliates will be required to offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party in connection with such efforts.

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Conditions to the Merger

Each party’s obligation to complete the Merger is subject to the satisfaction or waiver by Berry and Glatfelter at or prior to the Closing of each of the following conditions:

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the Initial Spin, the Spinco Distribution and the Separation will have been consummated in accordance with the terms of the Separation Agreement;

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the Glatfelter Shareholder Approval will have been obtained;

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the shares of Glatfelter common stock issuable to the holders of shares of Spinco common stock pursuant to the RMT Transaction Agreement will have been authorized for listing on the NYSE upon official notice of issuance;

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(i) if applicable, the statutory waiting period (and any extension thereof) applicable to the consummation of the Transactions under the HSR Act will have expired or been earlier terminated and, to the extent applicable, any agreement between the parties, on the one hand, and the Federal Trade Commission or the Antitrust Division of the United States Department of Justice or any other applicable Governmental Entity, on the other hand, not to consummate the Transactions will have expired or otherwise been terminated, (ii) all other authorizations, consents, orders, approvals, filings and declarations of, and all expirations of waiting periods required from, any governmental entity set forth on the Berry’s confidential disclosure letter required for the consummation of the Transactions will have been filed, occurred or been obtained (all such authorizations, consents, orders, approvals, filings and declarations and the lapse of all such waiting periods, including under the HSR Act, being the “Requisite Regulatory Approvals”), (iii) all such Requisite Regulatory Approvals will be in full force and effect and (iv) none of the Regulatory Approvals, including the Requisite Regulatory Approvals, will have had, or would reasonably be expected to have a Detriment;

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no governmental entity of competent jurisdiction will have enacted, issued, promulgated, enforced or entered any law or governmental order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits the consummation of the Transactions;

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each of the Distribution Registration Statement and the Glatfelter Registration Statement will have become effective in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the Distribution Registration Statement or the Glatfelter Registration Statement will have been issued and remain in effect, and no proceedings for that purpose will have commenced or be threatened in writing by the SEC, unless subsequently withdrawn;

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Spinco will have received cash proceeds from the borrowing by Spinco under the Spinco Financing Agreements; and

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the Special Cash Payment will have been consummated in accordance with the terms of the Separation Agreement.

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The respective obligations of Glatfelter and Merger Subs to complete the Merger are also subject to the satisfaction or waiver by Glatfelter at or prior to the Closing of the following conditions:

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on the date of the RMT Transaction Agreement and at the Closing (in each case except to the extent that any representation and warranty speaks as of a particular date, in which case as of such particular date) Berry’s (i) representations and warranties with respect to organization, good standing and qualification regarding Berry, corporate authority and approval regarding Berry, brokers and finders regarding Berry, organization, good standing and qualification regarding Spinco, capital structure of Spinco, corporate authority and approval regarding Spinco and brokers and finders regarding Spinco will be true and correct in all material respects (without giving effect to any materiality, material adverse effect or similar qualification), (ii) representations and warranties with respect to absence of certain changes will be true and correct in all respects and (iii) other representations and warranties will be true and correct unless the failure of such representations and warranties of Berry referred to in this clause (iii) to be so true and correct (without giving effect to any materiality, material adverse effect or similar qualification), individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to Spinco;

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each of Berry and Spinco will have performed in all material respects all obligations required to be performed by it under the RMT Transaction Agreement and the other Transaction Documents at or prior to the Closing Date;

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since the date of the RMT Transaction Agreement, there will not have occurred any effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to Spinco;

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Glatfelter and Merger Subs will have received a certificate signed on behalf of Berry and Spinco by an executive officer of Berry and Spinco certifying that the conditions set forth in the three immediately preceding bullets have been satisfied;

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Glatfelter will have received a true copy of the Tax Opinions, and the Tax Opinions will not have been withdrawn or rescinded (provided that this condition will not apply with respect to any Tax Opinion to the extent that any such matters are addressed in the IRS Ruling); and

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Glatfelter will have received a true copy of the IRS Ruling, and the IRS Ruling will continue to be valid and in full force and effect as of the Closing Date.

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The obligation of Berry and Spinco to complete the Merger is also subject to the satisfaction or waiver by Berry at or prior to the Closing of the following conditions:

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on the date of the RMT Transaction Agreement and at the Closing (in each case except to the extent that any representation and warranty speaks as of a particular date, in which case as of such particular date) Glatfelter’s (i) representations and warranties with respect to organization, good standing and qualification, corporate authority and approval, certain capital structure matters and brokers and finders will be true and correct in all material respects (without giving effect to any materiality, material adverse effect or similar qualification), (ii) representations and warranties with respect to absence of certain changes will be true and correct in all respects and (iii) other representations and warranties will be true and correct unless the failure of such representations and warranties of Glatfelter referred to in this clause (iii) to be so true and correct (without giving effect to any materiality, material adverse effect or similar qualification), individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to Glatfelter;

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each of Glatfelter and Merger Subs will have performed in all material respects all obligations required to be performed by it under the RMT Transaction Agreement and the other Transaction Documents at or prior to the Closing Date;

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since the date of the RMT Transaction Agreement, there will not have occurred any effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to Glatfelter;

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Berry will have received a certificate signed on behalf of Glatfelter and Merger Subs by an executive officer of Glatfelter and Merger Subs certifying that the conditions set forth in the three immediately preceding bullets have been satisfied;

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none of the regulatory approvals required to be obtained by any of the parties prior to the First Effective Time, including the Requisite Regulatory Approvals, will , or would reasonably be expected to, require Berry or its affiliates (other than the Spinco Entities) to (A) divest, transfer, sell or otherwise dispose of or hold separate (or agree to do any of the foregoing) any of their respective businesses, assets or any portions thereof, or (B) effect any conditions, commitments or restrictions (or agree to do any of the foregoing) on or related to the conduct of their respective businesses, except with respect to Berry’s right to designate directors on the Glatfelter Board pursuant to the RMT Transaction Agreement;

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Berry will have received a true copy of the Tax Opinions, and the Tax Opinions will not have been withdrawn or rescinded (provided that this condition will not apply with respect to any Tax Opinion to the extent that any such matters are addressed in the IRS Ruling); and

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Berry will have received a true copy of the IRS Ruling, and the IRS Ruling will continue to be valid and in full force and effect as of the Closing Date.

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Termination

The RMT Transaction Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the First Effective Time by mutual written consent of Berry and Glatfelter.

The RMT Transaction Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the First Effective Time by either Berry or Glatfelter, if:

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the Merger has not been completed by the Outside Date;

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the Glatfelter Shareholder Approval is not obtained at the Glatfelter special meeting or at any adjournment or postponement thereof taken in accordance with the RMT Transaction Agreement; or

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any law or governmental order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger becomes final and non-appealable; provided that the right to terminate

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the RMT Transaction Agreement in such event will not be available to any party that has breached in any material respect its obligations under the RMT Transaction Agreement or the other Transaction Documents if such breach is the primary cause of such law or governmental order to have been enacted or issued.

In addition, the RMT Transaction Agreement may be terminated, and the Merger may be abandoned by Berry:

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following a Threshold Event, but prior to the time the Glatfelter Shareholder Approval is obtained, if Berry enters into a Spinco Alternative Acquisition Agreement in response to a Spinco Superior Proposal, to the extent permitted by and in accordance with the terms and subject to the conditions of the RMT Transaction Agreement, and Berry, immediately prior to or concurrently with such termination, pays to Glatfelter in immediately available funds any fees required to be paid pursuant to the RMT Transaction Agreement as described below under “— Termination Fees and Expenses Payable in Certain Circumstances” ​(this termination right is referred to herein as the “Spinco Superior Proposal Termination Right”);

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prior to the time the Glatfelter Shareholder Approval is obtained, if the Glatfelter Board has made a Glatfelter Change of Recommendation or at any time following receipt of a Glatfelter Acquisition Proposal that has been publicly disclosed, the Glatfelter Board has failed to reaffirm its approval or recommendation of the RMT Transaction Agreement and the Merger and the other Transactions within 10 business days of such public disclosure (and if the Glatfelter special meeting is scheduled to be held within 10 business days, then within two business days of such public disclosure) (this termination right is referred to herein as the “Glatfelter Change of Recommendation Termination Right”); or

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if at any time prior to the First Effective Time, there has been a breach by Glatfelter or either Merger Sub of any representation, warranty, covenant or agreement set forth in the RMT Transaction Agreement, or if any representation or warranty of Glatfelter or Merger Subs has become untrue, in either case, such that the conditions Berry’s and Spinco’s obligation to complete the Merger related to Glatfelter’s representations and warranties and Glatfelter’s and Merger Subs’ performance of their obligations under the RMT Transaction Agreement and the other Transaction Documents would not be satisfied (and such breach or failure to be true and correct is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of (i) 30 days after the giving of notice thereof by Berry to Glatfelter, or (ii) three business days prior to the Outside Date); provided, however, that the right to terminate the RMT Transaction Agreement will not be available to Berry if it has breached in any material respect its obligations set forth in the RMT Transaction Agreement or any other Transaction Document if such breach is the primary cause of the occurrence of the failure of a condition to the completion of the Merger (this termination right is referred to herein as the “Glatfelter Breach Termination Right”).

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In addition, the RMT Transaction Agreement may be terminated, and the Merger may be abandoned by Glatfelter:

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prior to the time the Glatfelter Shareholder Approval is obtained, if the Glatfelter Board authorizes Glatfelter to enter into a Glatfelter Alternative Acquisition Agreement in response to a Glatfelter Superior Proposal, to the extent permitted by and in accordance with the terms and subject to the conditions of the RMT Transaction Agreement, and Glatfelter, immediately prior to or concurrently with such termination, pays to Berry in immediately available funds any fees required to be paid pursuant to the RMT Transaction Agreement as described below under “— Termination Fees and Expenses Payable in Certain Circumstances” ​(this termination right is referred to herein as the “Glatfelter Superior Proposal Termination Right”); or

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if at any time prior to the First Effective Time, there has been a breach by Berry or Spinco of any representation, warranty, covenant or agreement set forth in the RMT Transaction Agreement, or if any representation or warranty of Berry or Spinco has become untrue, in either case, such that the conditions to Glatfelter’s and Merger Subs’ obligation to complete the Merger related to Berry’s representations and warranties and Berry’s and Spinco’s performance of their obligations under the RMT Transaction Agreement and the other Transaction Documents would not be satisfied (and such

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breach or failure to be true and correct is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of (1) 30 days after the giving of notice thereof by Glatfelter to Berry, or (2) three business days prior to the Outside Date); provided, however, that the right to terminate the RMT Transaction Agreement pursuant to the foregoing will not be available to Glatfelter if it has breached in any material respect its obligations set forth in the RMT Transaction Agreement or any other Transaction Document if such breach is the primary cause of the occurrence of the failure of a condition to the completion of the Merger (this termination right is referred to herein as the “Berry Breach Termination Right”).

Termination Fees and Expenses Payable in Certain Circumstances

The RMT Transaction Agreement provides that, upon termination of the RMT Transaction Agreement under specified circumstances, a termination fee of $10,000,000 may be payable by Glatfelter to Berry or by Berry to Glatfelter.

The termination fee is payable by Berry to Glatfelter if the RMT Transaction Agreement is terminated by Berry pursuant to the Spinco Superior Proposal Termination Right.

The termination fee is payable by Glatfelter to Berry if the RMT Transaction Agreement is terminated:

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if the Merger is not completed by the Outside Date and (A) prior to such termination, a Glatfelter Acquisition Proposal has been publicly announced or otherwise becomes publicly known after the date of the RMT Transaction Agreement (and in any such case, such Glatfelter Acquisition Proposal is not publicly withdrawn at least four business days prior to the Glatfelter special meeting), and (B) on or prior to the date that is 12 months after the date of such termination, a Glatfelter Acquisition Proposal is consummated or Glatfelter enters into a Glatfelter Alternative Acquisition Agreement;

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by Berry pursuant to the Glatfelter Change of Recommendation Termination Right; or

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by Glatfelter pursuant to the Glatfelter Superior Proposal Termination Right.

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If, in order to obtain the termination fee, Berry or Spinco commences a suit that results in a judgment against Glatfelter for the fees set forth in the RMT Transaction Agreement or any portion of such fees, Glatfelter will pay to Berry or Spinco its costs and expenses (including attorneys’ fees) in connection with such suit, together with interest on the amount of the fee at the prime rate as published in the Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made from the date such payment was required to be made through the date of payment.

Expenses

Except as otherwise provided in the RMT Transaction Agreement and the other Transaction Documents and whether or not the Transactions are consummated, all costs and expenses (including fees and expenses of counsel and financial advisors, if any) incurred in connection with the RMT Transaction Agreement and the Transactions will be paid by the party incurring such costs and expenses.

Specific Performance

In the RMT Transaction Agreement, the parties acknowledge and agree that the rights of each party to consummate the Transactions are special, unique and of extraordinary character and that if for any reason any of the provisions of the RMT Transaction Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or damage would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that, in addition to any other available remedies a party may have in equity or at law, each party will be entitled to enforce specifically the terms and provisions of the RMT Transaction Agreement and to obtain an injunction restraining any breach or violation or threatened breach or violation of the provisions of the RMT Transaction Agreement without necessity of posting a bond or other form of security. If any proceeding should be brought in equity to enforce the provisions of the RMT Transaction Agreement, no party will allege, and each party waives the defense, that there is an adequate remedy at law.

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Governing Law; Jurisdiction

The RMT Transaction Agreement is governed by the laws of the State of Delaware without regard to the conflict of law principles thereof (or any other jurisdiction) to the extent that such principles would direct a matter to another jurisdiction.

The parties have agreed that any proceeding in connection with, arising out of or otherwise relating to the RMT Transaction Agreement, any instrument or other document delivered pursuant to the RMT Transaction Agreement or the Transactions will be brought exclusively in the courts of the State of Delaware in the Court of Chancery of the State of Delaware, or (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division), provided that if subject matter jurisdiction over the matter that is the subject of the proceeding is vested exclusively in the United States federal courts, such proceeding will be heard in the United States District Court for the District of Delaware.

Notwithstanding the foregoing, the parties have agreed that causes of action against any of the financing sources party to the Spinco Commitment Letter or any of the other Financing Sources relating to the RMT Transaction Agreement or the performance of services related thereto will be governed by the laws of the State of New York and the parties will not bring any legal proceedings against the Spinco Lenders or other Financing Sources in any way relating to the Spinco Financing in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York.

Modification or Amendment; Waiver

The RMT Transaction Agreement may, at any time prior to the Second Effective Time, be amended, modified or waived if such amendment, modification or waiver is in writing and signed, in the case of an amendment or modification, by each party, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that for any amendments or modifications to the sections of the RMT Transaction Agreement relating to financing, modifications, amendments and waivers, submission to jurisdiction, selection of forum and waiver of trial by jury, third-party beneficiaries and non-recourse against certain non-parties to the RMT Transaction Agreement, to the extent materially adversely affecting any of the Spinco Lenders or any of the other Financing Sources, will not be effective with respect to such affected Spinco Lenders or Financing Sources without their prior written consent to such amendment or modification.

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THE SEPARATION AND DISTRIBUTION AGREEMENT

The following is a summary of the material provisions of the Separation Agreement. This summary is qualified in its entirety by the Separation Agreement, which is attached as Annex B to this document and incorporated by reference herein. Berry stockholders and Glatfelter shareholders are urged to read the Separation Agreement in its entirety. This summary of the Separation Agreement has been included to provide Berry stockholders and Glatfelter shareholders with information regarding its terms. The rights and obligations of the parties are governed by the express terms and conditions of the Separation Agreement and not by this summary or any other information included in this document. This summary is not intended to provide any other factual information about Berry, Spinco, Glatfelter, First Merger Sub or Second Merger Sub. Information about Berry, Spinco, Glatfelter, First Merger Sub and Second Merger Sub can be found elsewhere in this document and in the documents incorporated by reference herein. See also “Where You Can Find More Information; Incorporation by Reference.”

The Separation

General

Before the Initial Spin, Berry and Spinco will undertake the transfer and/or assignment and assumption of certain of the Spinco Assets, Spinco Liabilities, Excluded Assets and Excluded Liabilities as conducted substantially in accordance with the separation plan (the “Separation Plan”). The transfer of assets and assumption of liabilities is described in further detail below.

Transfer of Spinco Assets

Subject to the terms and conditions of the Separation Agreement, before the Initial Spin, Berry will assign, transfer, convey and deliver (or will cause each of its applicable subsidiaries to assign, transfer, convey and deliver) to Spinco or the applicable member(s) of the Spinco Group, which Spinco or the applicable members(s) of the Spinco Group will accept, all of Berry’s and its applicable subsidiaries’ respective right, title and interest in and to all Spinco Assets. The “Spinco Assets” include, among other things, all right, title and interest in all Assets of Berry and its subsidiaries immediately before the Spinco Distribution that are primarily used or primarily held for use in the Spinco Business (except as otherwise expressly contemplated in the Separation Agreement or the Ancillary Agreements), including:

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all equity interests in the persons set forth on Schedule VI to the Separation Agreement, each of which are direct or indirect subsidiaries of Berry;

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all raw materials, parts, supplies, goods, materials, works-in-process, finished goods, inventory, packaging and stock in trade used or held for use in connection with the Spinco Business;

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all cash and cash equivalents of the Spinco Group (up to the Minimum Cash Amount) and all bank accounts, lock boxes and other deposit arrangements exclusively used in, held for use in or related to the Spinco Business;

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any and all accounts receivable and other current assets of the Spinco Group;

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all contracts primarily related to the Spinco Business and any contract or part thereof that is otherwise expressly contemplated pursuant to the Separation Agreement or any of the other Ancillary Agreements to be assigned to Spinco or any member of the Spinco Group;

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all computers, software and software platforms, databases, hardware, websites, servers, routers, hubs, switches, circuits, networks, data communications lines and all other information technology infrastructure and equipment that are owned or controlled by the Spinco Entities and used in connection with the operation of the Spinco Business;

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all U.S. and foreign intellectual property rights, and any and all intellectual property and other similar proprietary rights, as they exist anywhere in the world, whether registered or unregistered, including trademarks, patents, copyrights and trade secrets, owned or purported to be owned by the Spinco Entities;

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all buildings, machinery, equipment and other tangible assets currently primarily being used by the Spinco Business and Spinco Real Property;

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all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a governmental entity necessary to own, lease and operate the Spinco Business as presently conducted;

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all contracts, documents, books, records or files of the Spinco Business; and

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any and all other right, title and ownership interests in and to all properties, claims, contracts, rights, businesses, technology or assets (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible or intangible, whether accrued, contingent or otherwise, in each case, whether or not recorded or reflected or required to be recorded or reflected on the records or financial statements that are expressly allocated to Spinco or any other member of the Spinco Group pursuant to the Separation Agreement or any Ancillary Agreement.

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Notwithstanding anything to the contrary above, the Separation Agreement and the Ancillary Agreements do not purport to transfer ownership of any of the insurance policies of the Spinco Group or the Berry Group, and any assignment or rights to coverage under such Insurance Policies is governed by the specific insurance covenant of the Separation Agreement (see “— Insurance” below).

Transfer of Excluded Assets

Subject to the terms and conditions of the Separation Agreement, before the Initial Spin, Spinco will cause the members of the Spinco Group to assign, transfer, convey and deliver to Berry or one or more of its other subsidiaries designated by Berry (other than any member of the Spinco Group), and Berry or such other subsidiaries will accept from such applicable members of the Spinco Group, the direct or indirect right, title and interest in and to any Excluded Assets. The “Excluded Assets” include, among other things, the right, title and ownership interests of Berry and its subsidiaries other than the Spinco Assets, including:

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all right, title and ownership interests in and to all properties, claims, contracts, rights, businesses, technology or assets listed or described on Schedule II to the Separation Agreement;

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shares of capital stock of, or any other equity or ownership interests in, the subsidiaries held, directly or indirectly, by Berry, other than the Spinco Transferred Interests;

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all raw materials, parts, supplies, goods, materials, works-in-process, finished goods, inventory, packaging and stock in trade, other than that used or held for use in connection with the Spinco Business;

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all cash and cash equivalents (except for cash and cash equivalents up to the Minimum Cash Amount or as expressly otherwise provided in the Ancillary Agreements);

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all real property, whether owned, leased, subleased, licensed, or otherwise occupied by Berry and its subsidiaries, other than Spinco Real Property;

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all computers, software and software platforms, databases, hardware, websites, servers, routers, hubs, switches, circuits, networks, data communications lines and all other information technology infrastructure and equipment that are owned or controlled by Berry and its affiliates (excluding the Spinco Group) and used in connection with the operation of the Berry Business;

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all U.S. and foreign intellectual property rights, and any and all intellectual property and other similar proprietary rights, as they exist anywhere in the world, whether registered or unregistered, including trademarks, patents, copyrights and trade secrets, owned or purported to be owned by Berry, other than the Spinco Intellectual Property; and

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all rights to claims, defenses, causes of action, rights of recovery, rights of set-off, rights under warranties, rights to indemnities, rights to refunds, rights of recoupment, guarantees and all similar rights against third parties, in each case, to the extent relating to any other Excluded Asset or Excluded Liability.

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Assumption of Spinco Liabilities

Subject to the terms and conditions of the Separation Agreement, before the Initial Spin, Spinco will, and will cause the other members of the Spinco Group to accept, assume and agree to perform, discharge and fulfill the Spinco Assumed Liabilities in accordance with their respective terms. The “Spinco Assumed Liabilities” include, among other things:

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all liabilities set forth on Schedule V to the Separation Agreement;

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any and all liabilities that are expressly assumed by or allocated to Spinco or any other member of the Spinco Group pursuant to the Separation Agreement or any Ancillary Agreement, and any and all obligations and liabilities of any member of the Spinco Group pursuant to the Separation Agreement or any Ancillary Agreement;

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any and all current liabilities of the Spinco Group;

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the operation of the Spinco Business, as conducted at any time before, at or after the Spinco Distribution;

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any and all liabilities to the extent relating to, arising out of or resulting from the operation of any business conducted by or on behalf of any member of the Spinco Group at any time after the Spinco Distribution (including any liability relating to, arising out of or resulting from any act or failure to act by any person, whether or not such act or failure to act is within such person’s authority, with respect to such business); and

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any and all liabilities to the extent related to or arising out of any Spinco Assets or the Spinco Business.

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The Spinco Assumed Liabilities will include the aforementioned liabilities (except for liabilities related to taxes, which are governed by the Tax Matters Agreement) of Berry or any of its subsidiaries (including the members of the Spinco Group and members of the Berry Group) in the following categories, in each case, regardless of (a) when or where such liabilities arose or arise (whether arising before, at or after the Spinco Distribution), (b) where or against whom such liabilities are asserted or determined, (c) regardless of whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of law, fraud or misrepresentation by any member of the Berry Group or Spinco Group or any of their past or present respective directors, officers, employees, agents, subsidiaries or affiliates and (d) which entity is named in any proceeding associated with any liability.

Excluded Liabilities

Berry and/or its subsidiaries designated by Berry (other than any member of the Spinco Group) will generally retain or assume any liabilities that are not Spinco Assumed Liabilities, which liabilities, including, among other things and subject to certain exceptions, those liabilities described below, are referred to herein as the “Excluded Liabilities”:

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all liabilities set forth on Schedule III to the Separation Agreement;

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all liabilities of Berry or its subsidiaries to the extent (i) such liabilities are not Spinco Assumed Liabilities or (ii) relate to, arise out of or result from any disposed or discontinued business or operations of Berry and its subsidiaries as of the Spinco Distribution;

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all liabilities, whether presently in existence or arising after the date of the Separation Agreement, relating to fees, commissions or expenses owed to any broker, finder, investment banker, accountant, attorney or other intermediary or advisor engaged by any member of the Berry Group or, to the extent the relevant engagement was entered into before the Spinco Distribution, any member of the Spinco Group, in each case in connection with the transactions contemplated by the Separation Agreement or the Ancillary Agreements (other than, for the avoidance of doubt, to the extent otherwise provided in the RMT Transaction Agreement or any Ancillary Agreement);

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all liabilities to the extent relating to, arising out of or resulting from the indemnification of any director, officer, manager, agent or employee of Berry or any of its affiliates who was a director, officer, manager, agent or employee of Berry or any of its affiliates (including the Spinco Group) on or

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before the Spinco Distribution to the extent such director, officer, manager, agent or employee is or becomes a named defendant in any shareholder derivative suit brought by stockholders of Berry against Berry arising from the transactions contemplated by this Agreement or the RMT Transaction Agreement;

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all liabilities to the extent relating to, arising out or resulting from any matter subject to or regulated by environmental law, in each case whether before, at or after the Spinco Distribution, and in each case to the extent relating to, arising out of or resulting from: (i) the ownership, occupancy or use of any property of the Berry Group; or (ii) the use, treatment, release, handling, transportation or disposal of hazardous substances on or from any property of the Berry Group; and

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all other liabilities of Berry and its subsidiaries that are expressly contemplated by the Separation Agreement or any other Ancillary Agreement as liabilities to be retained or assumed by Berry or any other member of the Berry Group, and all agreements, obligations and other liabilities of Berry or any member of the Berry Group under the Separation Agreement or any of the other Ancillary Agreements.

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The Excluded Liabilities will include the above liabilities regardless of when or where such Excluded Liabilities arose or arise, or the legal entity that incurred or holds the Excluded Liability (provided, however, that nothing contained in the Separation Agreement will preclude or inhibit Berry from asserting against third parties any defense available to the person that incurred or holds such Excluded Liability), or whether the facts on which they are based occurred before, at or subsequent to the Spinco Distribution, regardless of where or against whom such Excluded Liabilities are asserted or determined or whether asserted or determined before the date of the Separation Agreement.

Information contained herein with respect to the assets and liabilities of the parties following the Spinco Distribution is presented based on the allocation of such assets and liabilities pursuant to the Separation Agreement unless the context otherwise requires. Certain of the liabilities and obligations assumed by one party or for which one party will have an indemnification obligation under the Separation Agreement and the Ancillary Agreements are, and following the Spinco Distribution may continue to be, the legal or contractual liabilities or obligations of another party. Each such party that continues to be subject to such legal or contractual liability or obligation will rely on the applicable party that assumed the liability or obligation or the applicable party that undertook an indemnification obligation with respect to the liability or obligation, as applicable, under the Separation Agreement, to satisfy the performance and payment obligations or indemnification obligations with respect to such legal or contractual liability or obligation.

Required Consents and Delayed Assets

The Separation Agreement provides that Berry, Spinco and Glatfelter will, until the earlier of (1) 24 months after the Spinco Distribution, and (2) 36 months after the date of the Separation Agreement, use commercially reasonable efforts to obtain, as promptly as practicable, the required consents for the transfer of any Spinco Asset or Excluded Asset as contemplated by the Separation Agreement. Berry, Spinco and Glatfelter also agreed to provide such evidence as to financial capability, resources and creditworthiness of Berry, Spinco and Glatfelter as may be reasonably requested by any third party whose consent is sought. In no event will (A) any of Berry or Glatfelter (or any of their respective affiliates) be required to make any non-de minimis payment, incur any non-de minimis liability, commence any litigation or make any non-de minimis concession (financial or otherwise) to obtain any consents of third parties contemplated by the Separation Agreement, and (B) before the Spinco Distribution, Spinco or any of its subsidiaries be required to make any material payments, incur any material liability, commence any litigation or make any material financial concessions to obtain any consents of third parties contemplated by the Separation Agreement.

To the extent that any transfers of assets or assumption of liabilities contemplated by the Separation Agreement (other than Commingled Contracts and Combined Contracts, which are described below and treated separately under the Separation Agreement) are not completed at or prior to the Spinco Distribution, (1) the party retaining any such deferred asset will hold the asset for the use and benefit of the intended recipient party entitled to the asset and use its commercially reasonable efforts to cooperate with the intended recipient party to agree to any reasonable and lawful arrangement designed to provide the intended

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recipient party with the rights, benefits and control over such asset, and (2) the party intended to assume any such deferred liability will pay or reimburse the other party for any amounts paid or incurred by such party in connection with such retained liabilities. The party retaining such asset or liability will, among other things, treat any such asset or liability in the ordinary course of business in accordance with past practice. Once the legal impediment to the transfer of the asset in question is removed, or the necessary consents and/or governmental approvals are obtained, the transfer will be effected pursuant to the terms of the Separation Agreement and/or applicable Ancillary Agreement.

Commingled Contracts and Combined Contracts

The Separation Agreement provides that, before the Spinco Distribution and until the date that is 24 months after the Spinco Distribution, to the extent (i) the rights and obligations (or comparable services) under any contract (other than a Combined Contract described below) to which any member of the Berry Group is a party and relating to both the Spinco Business and the Berry Business which are not capable of being divided between, or standing on their own, for the Spinco Business or the Berry Business without the consent of a third party (each a “Commingled Contract”) have not been or are not contemplated to be provided to the Spinco Group pursuant to an Ancillary Agreement, (ii) replacement contracts, contract rights, bids, purchase orders or other agreements for such Commingled Contract have not yet been obtained or are not contemplated to be obtained pursuant to the Ancillary Agreements or the Separation Agreement and (iii) requested by Spinco or Glatfelter, Berry will notify the third party that is the counterparty to each Commingled Contract and use its commercially reasonable efforts to assist Spinco (A) to establish replacement contracts, contract rights, bids, purchase orders or other agreements with respect to the Spinco Business with any third party which is a counterparty to any Commingled Contract, (B) to assign to a member of the Spinco Group the rights and obligations under such Commingled Contract to the extent related to the Spinco Business, so that Berry and Spinco or the members of their respective groups will be entitled to the rights and benefits, and will assume the related portion of any liabilities, inuring to their respective businesses or (C) to establish reasonable and lawful arrangements designed to provide the Spinco Group with the rights and obligations under such Commingled Contract as of the Spinco Distribution and to the extent related to the Spinco Business.

The Separation Agreement provides that, before the Spinco Distribution and until the date that is 24 months after the Spinco Distribution, to the extent (i) the rights and obligations (or comparable services) under any contract (other than a Commingled Contract described above) to which any member of the Spinco Group is a party and primarily relating to the Spinco Business, but also relating to the Berry Business, which are not capable of being divided between, or standing on their own, for the Spinco Business or the Berry Business without the consent of a third party (each a “Combined Contract”) have not been or are not contemplated to be provided to Berry pursuant to an Ancillary Agreement, (ii) replacement contracts, contract rights, bids, purchase orders or other agreements for such Combined Contract to the extent related to the Berry Business have not yet been obtained or are not contemplated to be obtained pursuant to the Ancillary Agreements or the Separation Agreement and (iii) requested by Berry, Spinco will notify the third party that is the counterparty to each Combined Contract and will use its commercially reasonable efforts to assist Berry (A) to establish replacement contracts, contract rights, bids, purchase orders or other agreements with respect to the Berry Business with any third party which is a counterparty to any Combined Contract, (B) to assign to Berry or its affiliates (other than any member of the Spinco Group) the rights and obligations under any Combined Contract to the extent related to the Berry Business, so that Berry and Spinco or the members of their respective groups will be entitled to the rights and benefits, and will assume the related portion of any liabilities, inuring to their respective businesses or (C) to establish reasonable and lawful arrangements designed to provide the Berry Group with the rights and obligations under such Combined Contract as of the Spinco Distribution and to the extent related to the Berry Business.

However, Berry and Spinco did not make a representation or warranty that any third party will consent to an assignment or agree to enter into any such contract, contract right, bid, purchase order or other agreement with Berry or an affiliate thereof on the existing terms of the applicable Combined Contract or at all. Neither Berry nor Spinco (nor any of their affiliates) will be required to expend any non-de minimis unreimbursed money, commence any litigation or offer or grant any non-de minimis unreimbursed accommodation (financial or otherwise) to any third party to fulfill the above-mentioned obligations regarding Combined Contracts.

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Intergroup Accounts and Intercompany Accounts

The Separation Agreement provides that all intercompany receivables, payables, loans and balances between any member of the Berry Group, on the one hand, and the Spinco Group, on the other hand as of immediately before the Spinco Distribution will be satisfied and/or settled in full by means of the Special Cash Payment, and such other cash payments, dividends, capital contributions, a combination of the foregoing, or otherwise cancelled and terminated or extinguished, in each case, substantially in accordance with the Separation Plan, before the Spinco Distribution. All liabilities arising from an intercompany receivables, payables, loans and balances between any member of the Berry Group, on the one hand, and the Spinco Group, on the other hand that are not so satisfied and/or settled in full in cash or otherwise cancelled and terminated or extinguished will constitute Excluded Liabilities.

Each party will, at the reasonable request of any other party, take or cause to be taken, such other actions as may be reasonably necessary to implement the foregoing actions regarding Intergroup Accounts and Intercompany Accounts.

Intergroup Contracts

The Separation Agreement provides that no party or any other member of its group will be liable to any other party or any other member of such other party’s group based upon, arising out of or resulting from any contract, arrangement, course of dealing or understanding existing on or before the Spinco Distribution (other than the Transaction Documents and the Conveyancing and Assumption Instruments) and each party will terminate, substantially in accordance with the Separation Plan, any and all contracts, arrangements, course of dealings or understandings between or among it or any of its other group members, on the one hand, and any other party or any of its respective group members, on the other hand, effective as of the Spinco Distribution (other than the Transaction Documents and the Conveyancing and Assumption Instruments). No such terminated contract, arrangement, course of dealing or understanding (including any provision thereof which purports to survive termination) will be of any further force or effect after the Spinco Distribution.

The parties will, and will cause the other members of their respective groups to, execute and deliver such agreements, instruments and other papers as may be required to evidence the termination of any such contract, arrangement, course of dealing or understanding if requested by a party.

Guarantees and Credit Support Instruments

The Separation Agreement provides that, on the Spinco Distribution Date or as soon as reasonably practicably thereafter, (i) Berry will, and will cause the other members of its group to (with the reasonable cooperation of the applicable other party) use commercially reasonable efforts to (A) cause a member of the Berry Group to be substituted in all respects for a member of the Spinco Group, as applicable, and (B) have all members of the Spinco Group removed or released as guarantor of or obligor for any liability of Berry (including any credit agreement, guarantee, indemnity, surety bond, letter of credit, banker acceptance and letter of comfort given or obtained by any member of the Spinco Group for the benefit of any member of the Berry Group) to the fullest extent permitted by applicable law, and (ii) Spinco will, and will cause the other members of its group to (with the reasonable cooperation of the applicable party), use commercially reasonable efforts to (A) cause a member of the Spinco Group to be substituted in all respects for a member of the Berry Group, as applicable, and (B) have all members of the Berry Group removed as guarantor of or obligor for any liability of Spinco (including any credit agreement, guarantee, indemnity, surety bond, letter of credit, banker acceptance and letter of comfort given or obtained by any member of the Berry Group for the benefit of any member of the Spinco Group) to the fullest extent permitted by applicable law. No member of the Spinco Group, or Berry Group or any of their respective affiliates from time to time will be required to commence any litigation or offer or pay any non-de minimis amount of money or otherwise grant any non-de minimis accommodation (financial or otherwise) to any third party with respect to any such guarantees.

The Separation Agreement provides that, on the Spinco Distribution Date or as soon as reasonably practicably thereafter, to the extent required to obtain a release of any member of the Spinco Group from a guaranty for the benefit of any member of the Berry Group, Berry will, and will cause the other members

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of its group to, as applicable, execute a guaranty agreement in the form of the existing guaranty, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (i) with which any member of the Berry Group, as the case may be, would be reasonably unable to comply, or (ii) which would be reasonably expected to be breached in any material respect.

On or before the Spinco Distribution Date or as soon as reasonably practicable thereafter, to the extent required to obtain a release of any member of the Berry Group from a guaranty for the benefit of any member of the Spinco Group, Spinco (and if necessary, Glatfelter) will, and will cause the other members of its respective group to, as applicable, execute a guaranty agreement in the form of the existing guaranty, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (i) with which any member of the Spinco Group, as the case may be, would be reasonably unable to comply, or (ii) which would be reasonably expected to be breached in any material respect.

Each party will, and will cause the other members their respective groups to cooperate and (y) Berry will, and will cause the other members of its group to, use commercially reasonable efforts to replace all Credit Support Instruments issued by Spinco or other members of the Spinco Group on behalf of or in favor of any member of the Berry Group or the Berry Business as promptly as reasonably practicable with Credit Support Instruments from Berry or a member of the Berry Group as of the Spinco Distribution, and (z) Spinco will, and will cause the other members of its group to, use commercially reasonable efforts to replace all Credit Support Instruments issued by Berry or other members of the Berry Group on behalf of or in favor of any member of the Spinco Group or the Spinco Business as promptly as reasonably practicable with Credit Support Instruments from Spinco or a member of the Spinco Group (or if necessary, Glatfelter) as of the Spinco Distribution. If any party is unable to obtain any required removal from a guarantee or replace the required Credit Support Instruments, such party will indemnify and hold harmless the other party from all losses pursuant thereto.

Special Cash Payment and Post-Closing Payments

The Separation Agreement requires that Spinco make, on or before the Initial Spin, the Special Cash Payment to BGI which is a cash payment in an amount equal to the sum of (a) all of the proceeds of the Spinco Financing, (b) plus (i) the amount, if any, by which the cash and cash equivalents of Spinco as of immediately before the making of the Special Cash Payment exceeds the Minimum Cash Amount of $214 million, or minus (ii) the amount, if any, by which the Minimum Cash Amount exceeds the cash and cash equivalents of Spinco as of immediately before the making of the Special Cash Payment minus (c) the aggregate amount of the payoff letters setting forth the amount required to pay the indebtedness of Glatfelter minus (d) the aggregate amount required to pay the transaction expenses of Berry, Spinco and Glatfelter.

In connection with the Special Cash Payment, at least three business days before the Special Cash Payment is made, Glatfelter and Berry will deliver to Spinco, and Spinco will deliver to Glatfelter and Berry, an itemized list of all Transaction Expenses incurred by such party, including the identity of each payee, dollar amounts owed, wire instructions and any other information necessary to effect the final payment in full thereof, and to the extent applicable, copies of final invoices from each such payee acknowledging the invoiced amounts as full and final payment for all services rendered to Glatfelter, Spinco and Berry. Additionally, at least three days before making the Special Cash Payment, Glatfelter will deliver to Spinco payoff letters regarding the indebtedness of Glatfelter, including the identity of each payee, dollar amounts owed, wire instructions and any other information necessary to effect the final payment in full. Spinco will pay the Transaction Expenses of Glatfelter, Berry and Spinco (provided that payment of any expenses incurred solely by Glatfelter in connection with the integration of the HHNF Business with Glatfelter will be capped at $5 million). Spinco will also pay the indebtedness of Glatfelter pursuant to the payoff letters delivered by Glatfelter prior to the making of the Spinco Special Cash Payment.

The Separation Agreement requires that immediately prior to the Spinco Distribution, Berry will cause Spinco to have at least 38 days of net working capital (excluding cash and cash equivalents), calculated in a manner consistent with Berry’s historical calculation of working capital days (excluding the impact of income tax accounts). In the event that, as of the Spinco Distribution, the Spinco Group has less than 38 days of net working capital (each a “Deficient day”), then no later than the 30th day following the Closing, Berry shall pay Spinco an amount in cash equal (a) to the number of Deficient Days multiplied by (b) $7 million.

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If the RMT Transaction Agreement is terminated (which would result in a simultaneous termination of the Separation Agreement), each party will be responsible for its own Transaction Expenses incurred.

Insurance

Following the Spinco Distribution, the Spinco Group and the Spinco Business will no longer be covered under the insurance policies of Berry and its subsidiaries’ (other than members of the Spinco Group), and Berry and its subsidiaries retain the right to control such policies. Spinco will be responsible for securing all insurance policies that it considers appropriate for the Spinco Business and the operation thereof by the Spinco Group following the Spinco Distribution, and Berry will reasonably cooperate with Glatfelter, at Glatfelter’s request, to facilitate Spinco putting in place any such insurance policies with respect to the Spinco Business following the Spinco Distribution.

Each member of the Spinco Group will have the right to access occurrence-based coverage (to the extent such coverage exists) under the insurance policies of the Berry Group for claims asserted after the time at which the Spinco Distribution occurs but arising out of an occurrence before the time at which the Spinco Distribution occurs, but only to the extent such policies provide for such coverage and without cost to the Berry Group. The Berry Group will reasonably cooperate with the members of the Spinco Group in connection with the tendering of such claims; provided, however, that: (i) the applicable members of the Spinco Group promptly notify Berry of all such Post-Closing Claims; and (ii) the applicable members of the Spinco Group will be responsible for the satisfaction or payment of any applicable retention, deductible or retrospective premium with respect to any Post-Closing Claim and will reimburse to the Berry Group all reasonable out-of-pocket costs and expenses incurred in connection with such claims.

Disclaimer of Representations and Warranties

The Separation Agreement provides that, except as expressly set forth in the Separation Agreement, the RMT Transaction Agreement or any Ancillary Agreement, none of Glatfelter, Berry or Spinco makes any representation or warranty as to the assets, equity interests, businesses, information or liabilities contributed, transferred or assumed as contemplated by the Separation Agreement or any Ancillary Agreement, as to any consents or governmental approvals required in connection with the Separation Agreement, the RMT Transaction Agreement or any Ancillary Agreement, as to any consents required in connection with the Separation Agreement, the value or freedom from any liens of, as to noninfringement, validity or enforceability or any other matter concerning, any assets of such party, or as to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action or other asset, including accounts receivable, of any party, or as to the legal sufficiency of any contribution, assignment, document, certificate or instrument delivered to convey title to any asset or thing of value upon the execution, delivery and filing.

Conditions to the Separation

The obligations of Berry to effect the Separation pursuant to the Separation Agreement are subject to each of the parties to the RMT Transaction Agreement confirming that all necessary conditions under the RMT Transaction Agreement for each applicable party to the RMT Transaction Agreement (1) have been satisfied, (2) will be satisfied at the time of the Initial Spin or (3) subject to applicable laws, is waived by such party, as applicable.

The Spinco Distribution

Form of Initial Spin and Spinco Distribution

Berry has the option to effect the Spinco Distribution as (a) a Spin-Off, or (b) with the prior written consent of Glatfelter as either an Exchange Offer or as a combination of a Spin-Off and an Exchange Offer with or without a clean-up spin-off; provided, that the Exchange Offer and any clean-up spin-off would, subject to the satisfaction or waiver of the applicable conditions to the Spinco Distribution and Merger, be completed in a manner so that the Spinco Distribution and Merger would occur as promptly as reasonably practicable and in any event before the Outside Date. Berry will provide written notice to Glatfelter of the

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form of the Spinco Distribution no later than 30 days before the anticipated Spinco Distribution Date. Berry has determined to structure the Spinco Distribution as a Spin-Off.

Manner of Distribution

Before the Spinco Distribution, Berry will cause BGI to effect the Initial Spin, and, in a Spin-Off, each holder of record of shares of Berry common stock as of the close of business on the Distribution record date (a “Record Holder”) (other than Berry or any member of the Berry Group) will be entitled to receive for each share of common stock, par value $0.01 per share, of Berry held by such Record Holder as of the Distribution record date a number of shares of Spinco common stock equal to the total number of shares of Spinco common stock held by Berry on the Spinco Distribution Date (and following the Initial Spin), multiplied by a fraction, the numerator of which is the number of shares of Berry common stock held by such Record Holder as of the Distribution record date and the denominator of which is the total number of shares of Berry common stock outstanding on the Distribution record date (excluding shares held by any member of the Berry Group or the Spinco Group).

In a Spin-Off, before the Spinco Distribution Date, the Berry Board will establish (or designate a committee of the Berry Board to establish) the Distribution record date to allow the Spinco Distribution to occur as promptly as practicable and any appropriate procedures in connection with a Spin-Off.

Before the Initial Spin, the parties will take all necessary action required to file a Certificate of Amendment to the Certificate of Incorporation of Spinco with the Secretary of State of the State of Delaware, to increase the number of authorized shares of Spinco common stock so that Spinco common stock then authorized shall be equal to the number of shares of Spinco common stock necessary to effect the Spinco Distribution.

Conditions to the Spinco Distribution

The obligations of Berry to effect the Spinco Distribution pursuant to the Separation Agreement are subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable law, waiver by Berry in its sole and absolute discretion (other than the condition relating to the Separation, which before the termination of the RMT Transaction Agreement may not be waived without Glatfelter’s written consent, which consent will not be unreasonably withheld, conditioned or delayed), of the following conditions:

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the Separation has been completed substantially in accordance with the Separation Plan (other than those steps that are expressly contemplated to occur at or after the Spinco Distribution);

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the completion of the Special Cash Payment in accordance with the Separation Agreement;

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receipt by the Berry Board of a solvency opinion from an independent appraisal firm as to (1) the solvency of Spinco, and (2) the solvency and surplus of Berry, in each case after giving effect to the Special Cash Payment, the consummation of the Initial Spin and the consummation for the Spinco Distribution (with the terms “solvency” and “surplus” having the meanings assigned thereto under Delaware law); and such Solvency Opinion will be reasonably acceptable to Berry in form and substance in Berry’s sole discretion; and such Solvency Opinion will not have been withdrawn or rescinded or modified in any respect adverse to Berry;

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the execution and delivery of the Ancillary Agreements by each party thereto;

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each of the conditions to Berry’s obligations to effect the Merger has been satisfied or waived (other than those conditions that by their nature are to be satisfied contemporaneously with the Initial Spin, the Spinco Distribution and/or the Merger, so long as such conditions are capable of being satisfied at such time); and

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Glatfelter has irrevocably confirmed to Berry that each of the conditions to Glatfelter’s obligations to effect the Merger has been satisfied, will be satisfied at the time of the Initial Spin and the Spinco Distribution or, subject to applicable laws, is or has been waived by Glatfelter.

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Many of the conditions, including without limitation the conditions related to the Solvency Opinion, are not expected to be satisfied prior to the Glatfelter shareholder meeting. The Solvency Opinion will be

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solely for the benefit of the Berry Board in connection with Spinco Distribution and accordingly will not be provided to Glatfelter shareholders.

Indemnification

Release of Pre-Distribution Claims

Except for (1) the right to enforce the Separation Agreement, the RMT Transaction Agreement, any Ancillary Agreement, any continuing arrangements or any agreements, arrangements, commitments or understandings that continue in effect after the Spinco Distribution pursuant to the terms of the Separation Agreement, the RMT Transaction Agreement or any Ancillary Agreement, (2) as may otherwise be expressly provided in the Separation Agreement and (3) any matter for which an Indemnitee is entitled to indemnification pursuant to Article V of the Separation Agreement, Berry, Glatfelter and Spinco, on behalf of itself and each member of its group, and to the extent permitted by law, on behalf of all persons who at any time before the Spinco Distribution were shareholders, directors, officers, agents or employees of any member of its respective group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, (a) irrevocably but effective at the time of and conditioned upon the occurrence of the Spinco Distribution, and (b) at the time of the Spinco Distribution release and forever discharge the other party and, as applicable, the other members of such other party’s group and their respective successors and all persons who at any time before the Spinco Distribution were shareholders, directors, officers or employees of any member of such other party’s group (in their capacity as such), in each case, together with their respective heirs, executors, administrators, successors and assigns from any and all liabilities whatsoever, whether at law or in equity, whether arising under any contract, by operation of law or otherwise, in each case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Spinco Distribution, including in connection with the Separation, the Initial Spin, the Spinco Distribution or any of the other transactions contemplated under the Separation Agreement and under the Ancillary Agreements; provided, however, that no Spinco Employee will be released and discharged to the extent that such liability relates to, arises out of or results from intentional misconduct by such employee. The foregoing release includes a release of any rights and benefits conferred by California Civil Code Section 1542 or any law of the United States or principle of common law or any law, which is similar, comparable or equivalent to California Civil Code Section 1542.

General Indemnification

Spinco has agreed to indemnify, defend and hold harmless the members of the Berry Indemnitees against any and all Indemnifiable Losses to the extent relating to, arising out of or resulting from any of, among other things and except as otherwise specifically set forth in the Separation Agreement, the following:

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the liabilities which are expressly assumed or have been allocated to the Spinco Group (including Spinco Assumed Liabilities) pursuant to the Separation Agreement or any Ancillary Agreement;

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any breach by Spinco of any provision of the Separation Agreement or the Ancillary Agreements; or

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any guarantee, indemnification or contribution obligation or Credit Support Instrument for the benefit of any member of the Spinco Group by any member of the Berry Group that survives following the Spinco Distribution.

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Glatfelter has agreed, from and following the Closing Date, to indemnify, defend and hold harmless the Berry Indemnitees from and against all Indemnifiable Losses to the extent such indemnification payments are not made by a member of the Spinco Group.

Berry has agreed, following the Spinco Distribution Date, to indemnify, defend and hold harmless the Spinco Indemnitees against any and all Indemnifiable Losses to the extent relating to, arising out of or resulting from any of, among other things and except as otherwise specifically set forth in the Separation Agreement, the following:

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the liabilities which are expressly assumed or have been allocated to the Berry Group (including Excluded Liabilities) pursuant to the Separation Agreement or any Ancillary Agreement;

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any breach by Berry of any provision of the Separation Agreement or the Ancillary Agreements; or

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any guarantee, indemnification or contribution obligation or Credit Support Instrument for the benefit of any member of the Berry Group by any member of the Spinco Group that survives following the Spinco Distribution.

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The Separation Agreement also establishes procedures with respect to claims subject to indemnification and related matters. Under the Separation Agreement, each Indemnitee’s obligations are uncapped and the amount of any Indemnifiable Loss will be reduced by any Insurance Proceeds or Third Party Proceeds actually recovered by the Indemnitee in respect of the Indemnifiable Loss. An Indemnitee’s obligations are also not subject to any time limits or deductible or de minimis threshold amounts.

Termination

Before the Spinco Distribution, the Separation Agreement will terminate immediately upon termination of the RMT Transaction Agreement. After the Spinco Distribution, the Separation Agreement may only be terminated by an agreement in writing signed by each of Glatfelter, Berry and Spinco. If there is any termination of the Separation Agreement, no party will have any liability or further obligation to any other party under the Separation Agreement, subject to certain specified exceptions.

Dispute Resolution

The Separation Agreement contains provisions that govern, except as otherwise provided in the Separation Agreement, the resolution of disputes, controversies or claims arising out of or relating to the Separation Agreement or any Ancillary Agreement or the breach, termination or validity thereof. These provisions contemplate that efforts will be made to resolve disputes, controversies and claims first by escalation of the dispute to senior management of the parties before the parties avail themselves of any other remedy. If senior management is unable to resolve a dispute within 30 days, the dispute may be submitted by either party to non-binding mediation in New York, New York with the mediation fees shared equally. If the parties are unable to resolve the dispute by mediation within 45 days of the appointment of the mediator, either party may seek relief in the Delaware courts in accordance with the Separation Agreement.

Other Matters

The Separation Agreement also governs, among other matters, access to financial and other information, receipt by one party of assets properly belonging to another party, confidentiality, access to and provision of witnesses and records, counsel and legal privileges.

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DEBT FINANCING

On February 6, 2024, in connection with the entry into the Separation Agreement and the RMT Transaction Agreement, Spinco entered into the Spinco Commitment Letter, which was subsequently amended and restated on each of March 2, 2024, and March 8, 2024, in order to add additional lender parties to the Spinco Commitment Letter. Under the Spinco Commitment Letter, the Spinco Lenders, which include Citigroup Global Markets Inc. (or certain of its affiliates) (“Citi”), Wells Fargo Bank, National Association (or certain of its affiliates) (“WF”), Wells Fargo Securities, LLC, Barclays Bank PLC, HSBC Bank USA, N.A., HSBC Securities (USA) Inc., Goldman Sachs Bank USA, PNC Capital Markets LLC, PNC Bank, National Association, UBS Securities LLC and UBS AG, Stamford Branch committed to provide to Spinco (i) $1,585 million in aggregate principal amount of senior secured term loans, the Term Loan Facility, and (ii) a $350 million senior secured revolving credit facility. Subject to the right of Glatfelter to direct Spinco to replace all or a portion of the Spinco Financing with the Permanent Financing, the proceeds of the Term Loan Facility will be used by Spinco on the Closing Date to finance, in part, the repayment of certain indebtedness of Glatfelter and Spinco and to otherwise fund the other Transactions and to pay the related transaction fees and expenses.

The Term Loan Facility is expected to have a seven-year term. Borrowings under the Term Loan Facility are expected to bear interest at a rate equal to a customary applicable margin plus, as determined at Spinco’s option, either (a) a base rate determined by reference to the highest of (1) the prime rate of the administrative agent, (2) the U.S. federal funds rate plus 1/2 of 1% and (3) an adjusted one-month term SOFR rate plus 1.00% or (b) a term SOFR rate for the interest period relevant to such borrowing adjusted for certain additional costs.

The commitments of the Spinco Lenders to enter into the credit documentation for the Term Loan Facility are subject to certain customary closing conditions, as set forth below. There can be no assurance that such credit documentation will be finalized, or on the terms outlined in the Spinco Commitment Letter, or at all. The final terms of the credit documentation are subject to negotiation with the Spinco Lenders and may vary from the terms described in the Spinco Commitment Letter.

The availability of the Term Loan Facility is expected to be subject to certain closing conditions including those set forth below:

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the Merger closing simultaneously with the funding of the Term Loan Facility;

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the receipt by the Spinco Lenders of certain financial information relating to Spinco and its subsidiaries;

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payment of fees and expenses due under the credit facility documentation;

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the absence of a material adverse effect on Spinco and its subsidiaries or Glatfelter and its subsidiaries; and

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certain customary documentation (including execution of definitive credit facility documentation, delivering legal opinions and other customary loan documentation) and marketing requirements (including a period of time in which WF and Citi may form an additional syndicate of lenders to fund certain of the commitments).

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The Term Loan Facility is expected to contain a number of covenants that among other things, restrict, subject to certain exceptions, Spinco’s ability and the ability of its subsidiaries to:

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sell assets;

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incur additional indebtedness;

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repay other indebtedness;

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pay dividends and distributions or repurchase capital stock;

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create liens on assets;

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make investments, loans, guarantees or advances;

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make certain acquisitions;

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engage in mergers or consolidations;

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enter into sale leaseback transactions;

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engage in certain transactions with affiliates;

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amend certain material agreements governing indebtedness;

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amend organizational documents;

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change the business conducted by Spinco and its subsidiaries;

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change Spinco’s fiscal year end; and

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enter into agreements that restrict dividends from subsidiaries.

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The Term Loan Facility is expected to be unconditionally guaranteed by, subject to certain exceptions, each of Spinco’s existing and future direct and indirect domestic subsidiaries. The obligations are expected to be secured by substantially all of Spinco’s assets and those of each domestic subsidiary guarantor.

The commitment of the Spinco Lenders to provide the Term Loan Facility will terminate on the earliest of (1) the consummation of the Merger without the funding of the Term Loan Facility, (2) the termination of the RMT Transaction Agreement in accordance with its terms and (3) “Outside Date” as defined in the RMT Transaction Agreement.

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OTHER AGREEMENTS RELATED TO THE TRANSACTIONS

Employee Matters Agreement

In connection with the Transactions, Glatfelter, Spinco and Berry have entered into the Employee Matters Agreement, which establishes the obligations of Glatfelter, Spinco and Berry with respect to the liabilities associated with current and former employees of the Spinco Business and the covenants of the parties with respect to the employment and compensation of such individuals in the context of the Transactions.

This summary is qualified by reference to the complete text of the Employee Matters Agreement, which is incorporated by reference into this document and is filed as an exhibit to the registration statement of which this document forms a part.

General Allocation of Liabilities

The Employee Matters Agreement generally provides that, except as otherwise provided in the Employee Matters Agreement, (1) Berry will retain responsibility for the employee benefits plans and programs maintained by the Berry group, including the Berry Global, Inc. Defined Benefit Pension Plan and the Berry Global Deferred Compensation Plan, and employment-related or similar liabilities associated with Berry employees and former Berry employees and Former Spinco Employees and any other service providers associated with the Berry Group, and (2) Spinco or a member of the Spinco Group will assume responsibility for the benefit plans and programs that are sponsored or maintained by the Spinco Group and employment-related or similar liabilities associated with current Spinco Employees and other services providers for the Spinco Group (including, following the Merger, Glatfelter as parent of Spinco).

Service Recognition

Under the Employee Matters Agreement, Spinco will give each individual who, immediately following the Spinco Distribution Date, is a current Spinco Employee or a beneficiary, dependent or alternate payee of any of the foregoing (a “Spinco Participant”) full credit for purposes of eligibility, vesting, determination of level of benefits and, to the extent applicable, benefit accruals under any Spinco benefit plan for such Spinco Participant’s service with any member of the Berry Group or Spinco Group prior to the Spinco Distribution Date to the same extent such service was recognized by the corresponding Berry benefit plans immediately prior to the Spinco Distribution Date; provided, however, that such service will not be recognized to the extent that such recognition would result in the duplication of benefits.

Post-Distribution Compensation and Benefits

Under the Employee Matters Agreement, Spinco will provide each Spinco Employee who continues in employment (other than any such employee covered by a labor agreement) with the following: (1) base salary or wage and target annual cash bonus, in each case, no less favorable than those opportunities provided prior to the Spinco Distribution Date; (2) target long-term incentive compensation opportunities substantially similar in the aggregate to the opportunities provided prior to the Spinco Distribution Date; and (3) employee benefits substantially similar in the aggregate to the benefits provided prior to the Spinco Distribution Date (without regard to any defined benefit pension plan benefit, equity and equity-based compensation, nonqualified deferred compensation, long-term incentive compensation, retiree medical or post-employment health and welfare benefit, retention or change in control bonus, arrangement for the payment of COBRA coverage and any special or non-recurring payments or bonuses). The opportunities and benefits described herein will be provided from the Spinco Distribution Date until December 31, 2025, or, if shorter, the period of employment (the “Continuation Period”); provided, however, that base salary or wages, target annual cash bonus and target long-term incentive compensation must be provided for a least one year following the Spinco Distribution Date.

Berry will honor all obligations under the annual bonus and commission plans or programs that Spinco Employees participate in for the fiscal year of the Closing Date and will pay such bonuses or commissions in the amounts and times required by such plans or programs.

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In addition, any Spinco Employee whose employment is involuntarily terminated by the Spinco Group during the Continuation Period will be entitled to receive severance benefits no less favorable than the severance benefits such individual would have received immediately prior to the Spinco Distribution Date. Generally, Spinco will be responsible for any severance, separation pay, salary continuation or similar benefits payable to any Spinco Employee as a result of a termination following the Spinco Distribution.

Treatment of Qualified Pension and Retirement Savings Plans and Nonqualified Deferred Compensation Plans​

The Employee Matters Agreement provides that, as of the Spinco Distribution Date, Berry will retain all assets and liabilities related to current and Former Spinco Employees under the Berry Global, Inc. Defined Benefit Pension Plan.

In addition, the Employee Matters Agreement includes a representation that Berry has fairly and accurately stated the pension liabilities and funding status in its financial statements for all material defined benefit pension plans that are maintained or contributed to in respect of Spinco Employees who are principally employed outside of the United States. Prior to the Spinco Distribution Date, Berry will cooperate in good faith to provide updated financials and other back-up information reasonably necessary as required by Glatfelter or its qualified actuary to confirm the accuracy of the pension liabilities and funding status of each such material non-United States defined benefit pension plan.

Prior to the Spinco Distribution Date, Berry will cause the trustee of the Berry Global Employees 401(k) Retirement Plan to segregate the assets relating to the full account balances of Spinco Participants and will make all necessary amendments to such plan and related trust agreement to effect the segregation and transfer of assets described herein. Effective as of the Spinco Distribution Date, the Spinco Group will establish a defined contribution savings plan that satisfies the requirements of applicable law (the “Spinco U.S. Savings Plan”) and such plan will accept a transfer of the full account balances of Spinco Participants under the Berry Global Employees 401(k) Retirement Plan. Spinco shall reimburse Berry for the costs of establishing the Spinco U.S. Savings Plan. In consideration of the transfer of such account balances, Spinco and the Spinco U.S. Savings Plan will assume all obligations with respect to account balances of the Spinco Participants under the Berry Global Employees 401(k) Retirement Plan, except for account balances that are distributed or otherwise withdrawn prior to the transfer date.

For Spinco Employees in the Berry Global Deferred Compensation Plan (the “Deferred Compensation Plan”), Berry will retain all liabilities associated with the accounts of such Spinco Employees under the Deferred Compensation Plan immediately prior to the Spinco Distribution Date.

Health and Welfare Benefits

The Employee Matters Agreement provides that, effective as of the Spinco Distribution Date, Spinco will adopt certain health and welfare plans for the benefit of eligible Spinco Participants that are substantially similar to Berry’s health and welfare plans, including a flexible spending accounts plan with features that are comparable to those contained in Berry’s flexible spending accounts plan in which Spinco Participants participated.

Generally, Berry will retain all liabilities under all Berry health and welfare plans that are not, after the Spinco Distribution, sponsored or maintained by the Spinco Group to the extent that such liabilities relate to claims which have been incurred on or prior to the Spinco Distribution Date. Berry, Glatfelter and Spinco agree to take all actions reasonably necessary to ensure continuity in disability coverage for inactive Spinco Employees on an approved leave of absence from work as of the Spinco Distribution Date. In addition, to the extent commercially reasonable, Spinco shall (1) waive certain limitations related to participation and coverage, waiting periods and evidence of insurability, other than limitations in effect for Spinco Participants prior to the Spinco Distribution Date, and (2) credit any co-insurance, deductibles and out-of-pocket requirements or maximums for the plan year in which the Spinco Distributions Date occurs.

Time-Off Benefits

The Employee Matters Agreement provides that Spinco will retain all liabilities for earned but unused vacation time, sick time and other time-off benefits of Spinco Employees through the Spinco Distribution

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Date and that such accrued benefits will not be taken away during the Continuation Period if not otherwise subject to forfeiture under the applicable policy to which such benefits were earned.

Equity-Based Awards

Under the terms of the Employee Matters Agreement, certain Berry equity-based awards that were granted prior to the date of the Employee Matters Agreement to Spinco Employees identified in the Employee Matters Agreement and that are outstanding as of the Closing Date will remain Berry equity-based awards and may be adjusted as appropriate in accordance with the terms of the applicable plans to reflect the Spinco Distribution. All other Berry equity-based awards that were granted to Spinco Employees prior to the date of the Employee Matters Agreement and that are outstanding as of the Closing Date will be cancelled and replaced with Glatfelter equity-based awards of the same type based on the Glatfelter Equity Adjustment Ratio or providing the same economic benefit, as applicable, having substantially the same terms and conditions as those to which the underlying Berry equity-based award was subject to immediately prior to the Closing Date. Berry equity-based awards held by current and former employees of Berry who will not become Spinco Employees and Former Spinco Employees or that are otherwise specifically excluded from becoming Glatfelter equity-based awards under the Employee Matters Agreement will remain Berry equity-based awards and may be adjusted as appropriate in accordance with the terms of the applicable plans to reflect the Spinco Distribution. Additional information regarding the treatment of equity-based awards held by Spinco and Berry employees is set forth in “The Transactions — Effects of the Spinco Distribution and the Merger on Outstanding Berry Equity-Based Awards.”

Cash Incentive Awards

Berry will remain responsible for all liabilities for any annual bonus, commission, short- and long-term cash incentive and retention bonus awards, or portion of any such incentive awards, that any Spinco Participant is eligible to receive with respect to the portion of the calendar year prior to the Spinco Distribution Date.

Individual Arrangements

On or after the Spinco Distribution Date, Spinco will have full responsibility for certain liabilities or obligations relating to employment, separation, severance, consulting, non-competition, retention or other compensatory arrangements previously provided by any member of the Spinco Group or Berry Group to Spinco Participants, including certain liabilities and obligations in certain incentive letters provided to certain Spinco Employees in connection with the Transactions. Berry will have full responsibility for certain liabilities or obligations relating to employment, separation, severance, consulting, non-competition, retention or other compensatory arrangements previously provided by any member of the Spinco Group or Berry Group to Berry employees and Former Spinco Employees.

Restrictive Covenants

Effective as of the Spinco Distribution Date, Spinco will enjoy all the rights and benefits of pre-existing Berry agreements with current and Former Spinco Employees which contain restrictive covenants, including confidentiality, non-competition and non-solicitation provisions, with respect to the Spinco Business. Additionally, Berry and its affiliates will be restricted from enforcing such restrictive covenants against any Spinco Employee or entity, to the extent such Spinco Employee’s actions are in furtherance of the Spinco Business.

Labor Matters

Prior to Spinco Distribution Date, Berry, Glatfelter and Spinco agree to satisfy all legal or contractual requirements to provide notice to or to enter into any consultation or bargaining procedure with any employee or employee representative body in connection with the Transactions and to cooperate and use reasonable best efforts to satisfy all information and consultation obligations owed to any employee or employee representative body. As of the Spinco Distribution Date, Spinco or a member of the Spinco Group will assume responsibility for Spinco labor agreements covering Spinco Employees that will continue to apply to Spinco as a matter of law following the Spinco Distribution Date. For Spinco Participants covered

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by a Spinco labor agreement, the Spinco Group will provide compensation and benefits to each such employee in accordance with the terms of the applicable agreement and applicable law.

Effects of the Spinco Distribution and the Merger on Outstanding Berry Equity-Based Awards

Upon or following the Closing Date, with respect to Berry equity-based awards held by Spinco Employees, (1) each vested or unvested Berry RSU Award, vested or unvested Berry Option Award and unvested DER Award granted prior to February 6, 2024, that is outstanding, other than those certain Berry RSU Awards, Berry Option Awards or Berry DER Awards granted to Spinco Employees identified in the Employee Matters Agreement, will be cancelled and replaced with a corresponding Glatfelter equity-based award of the same type based on the Glatfelter Equity Adjustment Ratio or providing the same economic benefit, as applicable, with terms and conditions otherwise generally the same as those to which the underlying Berry RSU Award, Berry Option Award or Berry DER Award was subject immediately before the Closing Date, and (2) each Berry RSU Award, Berry Stock Option or Berry DER granted to Spinco Employees identified in the Employee Matters Agreement that was granted prior to February 6, 2024, that is outstanding as of the Closing Date will remain an award denominated in Berry common stock.

Certain current and former employees of Berry who are not currently or will not become Spinco Employees (including Former Spinco Employees) also hold Berry equity-based awards. Upon or following the Closing Date, each Berry RSU Award, Berry Option Award and Berry DER Award, in each case that is outstanding as of the Closing Date and held by a Berry employee or a Former Spinco Employee, will remain an award denominated in Berry common stock with the same terms and conditions, provided that such award may be equitably adjusted to the extent needed to prevent the dilution or enlargement of rights thereunder as determined by the Berry Compensation Committee to reflect the Spinco Distribution.

Tax Matters Agreement

In connection with the Transactions, Berry, Spinco and Glatfelter have entered into the Tax Matters Agreement which governs the parties’ respective rights, responsibilities and obligations with respect to taxes, including taxes arising in the ordinary course of business, taxes, if any, incurred as a result of any failure of the Initial Spin, the Spinco Distribution, the Merger or certain related Transactions to qualify as tax-free for U.S. federal income tax purposes, and the apportionment of tax attributes. The Tax Matters Agreement also sets forth the obligations of the parties with respect to the filing of tax returns, the administration of tax contests and assistance and cooperation on tax matters. This summary is qualified by reference to the complete text of the Tax Matters Agreement, which is incorporated by reference into this document and is filed as an exhibit to the registration statement of which this document forms a part.

In general, the Tax Matters Agreement governs the rights, responsibilities and obligations of Berry, on the one hand, and Spinco and Glatfelter, on the other hand, after the Spinco Distribution with respect to taxes for both pre-Spinco Distribution and post-Spinco Distribution periods. Under the Tax Matters Agreement, subject to certain exceptions, Berry is generally responsible for taxes attributable to Spinco that relate to the time period during which Berry owned the Spinco Business, and Glatfelter is generally responsible for taxes attributable to Spinco that relate to a post-Spinco Distribution period. Furthermore, Berry is generally responsible for taxes arising with respect to the failure of the Initial Spin, the Spinco Distribution, the Merger or certain related Transactions to qualify as tax-free transactions, except in certain cases where such taxes are attributable to a breach of certain representations, warranties or covenants made by Glatfelter (or by Spinco solely to the extent relating to any tax period beginning after the Second Merger) or to certain actions or omissions by Glatfelter (described in further detail below).

Under the Tax Matters Agreement, Berry, Spinco and Glatfelter will work together to structure the Separation and related Transactions to minimize the extent to which the Separation, the Initial Spin, Spinco Distribution, the Merger and certain related transactions are structured through taxable transactions.

In addition, to preserve the intended tax treatment of the Transactions, the Tax Matters Agreement generally prohibits, for a two-year period following the Spinco Distribution Date, Berry, Spinco and Glatfelter and their respective subsidiaries from taking certain actions that could cause the Initial Spin, the Spinco

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Distribution, the Merger or certain related Transactions to fail to qualify as tax-free transactions. The Glatfelter Group may not, among other things and subject to certain exceptions:

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enter into any transaction or series of transactions as a result of which one or more persons would (directly or indirectly) acquire an amount of stock of Glatfelter that, when combined with certain other changes in ownership of stock in Glatfelter (including the Merger), would equal or exceed 45% of the outstanding stock of Glatfelter, as applicable, by vote or value;

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merge or consolidate Glatfelter with any other person, unless Glatfelter is the survivor of the merger or consolidation;

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fail to be actively engaged in the conduct of the active trade or business described in the IRS Ruling;

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sell or otherwise dispose of more than 35% of the gross assets of the Spinco Group or more than 35% of the gross assets of the HHNF Business;

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redeem or repurchase any stock of Glatfelter, other than in certain open-market or similar transactions;

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take any action affecting the voting rights of the stock of Glatfelter;

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take any action or actions that, individually or in the aggregate, would be reasonably likely to adversely affect the tax-free status of the Initial Spin, the Spinco Distribution, the Merger or certain related Transactions; or

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adopt a plan or enter into any agreement to do any of the foregoing.

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The Tax Matters Agreement further restricts, subject to certain exceptions, the Glatfelter Group from refinancing or assuming the Spinco Financing within 90 days after the Spinco Distribution.

If the Glatfelter Group intends to take any action that is otherwise prohibited by the Tax Matters Agreement (as described above), prior to taking such action Glatfelter is required to (1) obtain a favorable private letter ruling from the IRS or an unqualified tax opinion, in each case, reasonably satisfactory to Berry to the effect that such action will not affect the tax-free status of the Initial Spin, the Spinco Distribution, the Merger or such related Transactions (and Berry will be required to cooperate in good faith in connection with Glatfelter’s efforts to obtain such private letter ruling or unqualified tax opinion), or (2) receive from Berry a written waiver of the requirement to obtain such private letter ruling or unqualified tax opinion. If the Glatfelter Group takes any of the actions described above and such actions result in indemnifiable tax-related losses (e.g., increased taxes, penalties and interest) under the Tax Matters Agreement, the Glatfelter Group generally is required to indemnify Berry for such tax-related losses, without regard to whether Glatfelter obtained a private letter ruling from the IRS or an unqualified tax opinion or received Berry’s prior written consent to take such action. The indemnity obligations of Berry, Spinco, Glatfelter and any of their respective subsidiaries under the Tax Matters Agreement are not subject to a cap.

The Tax Matters Agreement is binding on and will inure to the benefit of any successor to any of the parties of the Tax Matters Agreement to the same extent as if such successor had been an original party to the Tax Matters Agreement.

Transition Services Agreement

Upon the Closing, BGI and the Surviving Entity will enter into the Transition Services Agreement to facilitate the transition and integration of the HHNF Business with and into the Surviving Entity. Accordingly, for a certain period of time following the Closing, each of BGI and the Surviving Entity will provide the other party with services that the parties agree are reasonably necessary in order for the HHNF Business to operate, and each party will provide the applicable transition services to the other party in a manner generally consistent with the historical provision of such services by such party or any of its affiliates (to the extent such services were performed by such party or any of such affiliates prior to closing) to the HHNF Business during the 12-month period immediately prior to the date of the Transition Services Agreement. The term of the Transition Services Agreement is expected to be two years after the Closing Date, subject to an option to extend the term if BGI and the Surviving Entity agree in writing to do so (the “Extension Term”). If there is an Extension Term, the service recipient will, during the Extension Term, use commercially

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reasonable efforts to transition each service to its own internal organization or to obtain alternate third-parties able to provide each service.

The scope of services to be provided under the Transition Services Agreement, and the applicable term and fees for each such service, will be set forth in the Transition Services Agreement schedules, which will be negotiated in good faith during the period between the date of the RMT Transaction Agreement and the Closing. The fees for the Transition Services Agreement services will be paid by the service recipient and will also include any additional actual and verifiable reasonable direct out-of-pocket expenses, without mark-up or administrative cost or fee of any kind, incurred by the service provider in connection with the provision of the services. During the term of the Transition Services Agreement, any amounts due and payable will be shown through a monthly invoice in which the service provider lists all fees and out-of-pocket expenses associated with the services provided in said month (with substantiating documentation included to justify the out-of-pocket expenses).

Ownership and title to all intellectual property owned by BGI prior to the Closing will remain with BGI, and all intellectual property owned by the Surviving Entity prior to the Closing will remain with the Surviving Entity; however, if, while performing services under the Transition Services Agreement, the service provider(or its affiliates) creates or develops any new intellectual property in connection with the service being provided, then such new intellectual property will be solely and exclusively owned by the service recipient. Additionally, the Transition Services Agreement will include customary mutual confidentiality provisions (subject to customary exceptions) that will apply to the parties’ respective access to one another’s confidential information in the course of performing and receiving services under the Transition Services Agreement.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following are the material U.S. federal income tax consequences (i) of the Spinco Distribution and the Merger to U.S. Holders (as defined below) of Berry common stock, and (ii) of the reverse stock split and the Merger to U.S. Holders of Glatfelter common stock. This discussion is based on the Code, applicable Treasury regulations, administrative interpretations and court decisions as in effect as of the date of this document, all of which may change, possibly with retroactive effect. For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Berry common stock or Glatfelter common stock, as applicable, that is for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state therein or the District of Columbia;

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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

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a trust if (1) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) the trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.

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This discussion assumes that U.S. Holders of Berry common stock or Glatfelter common stock, as applicable, hold such stock as a capital asset for tax purposes (generally, assets held for investment). It does not address all aspects of U.S. federal income taxation that may be important to a U.S. Holder in light of that stockholder’s particular circumstances or to a U.S. Holder subject to special rules, such as:

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a financial institution, regulated investment company, real estate investment trust or insurance company;

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a tax-exempt organization;

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a dealer or broker in securities, commodities or foreign currencies;

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a stockholder that holds Berry common stock or Glatfelter common stock, as applicable, as part of a hedge, appreciated financial position, straddle, conversion or other risk reduction transaction;

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a stockholder that holds Berry common stock or Glatfelter common stock, as applicable, in a tax-deferred account, such as an individual retirement account or a plan qualifying under Section 401(k) of the Code; or

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a stockholder that acquired Berry common stock or Glatfelter common stock, as applicable, pursuant to the exercise of options or similar derivative securities or otherwise as compensation.

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If a partnership, or any entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds Berry common stock or Glatfelter common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partners and the activities of the partnership. A partner in a partnership holding Berry common stock or Glatfelter common stock should consult its own tax advisor.

This discussion of material U.S. federal income tax consequences does not address all potential U.S. federal income tax consequences of the Spinco Distribution, the Merger and the reverse stock split, including consequences that may depend on individual circumstances. In addition, it does not address any estate, gift or other non-income tax consequences, any tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax or any foreign, state or local tax consequences of the Spinco Distribution, the Merger and the reverse stock split. Each holder of Berry common stock should consult its own tax advisor as to the particular U.S. federal, state or local or foreign income or other tax consequences of the Spinco Distribution and the Merger to such holder. Each holder of Glatfelter common stock should consult its own tax advisor as to the particular U.S. federal, state or local or foreign income or other tax consequences of the reverse stock split and the Merger to such holder.

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Tax Opinions and IRS Ruling

The completion of the Initial Spin, the Spinco Distribution, the Merger and certain related Transactions are conditioned upon the receipt by Berry, with a copy to Glatfelter, of (1) Tax Opinions from its tax counsel substantially to the effect that, among other things, for U.S. federal income tax purposes, (a) the Initial Spin, taken together with certain related Transactions, will qualify as a “reorganization” under Section 368(a)(1)(D) of the Code and a tax-free distribution under Section 355 of the Code, (b) the Spinco Distribution will qualify as a tax-free distribution under Section 355 of the Code and (c) the Merger will qualify as a “reorganization” under Section 368(a) of the Code, and (2) the IRS Ruling regarding the qualification of the Contribution, the Initial Spin, the Spinco Distribution, the Special Cash Payment and certain related Transactions for tax-free treatment.

In rendering the Tax Opinions, Berry’s tax counsel will rely on, among other things, (1) customary representations and covenants made by Berry, Spinco and Glatfelter, (2) specified assumptions, including an assumption regarding the completion of the Initial Spin, the Spinco Distribution, the Merger and certain related Transactions in the manner contemplated by the Transaction Documents and (3) the IRS Ruling. If any of those representations, covenants or assumptions is inaccurate, or the facts upon which the Tax Opinions will be based are materially different from the facts at the time of the Initial Spin or the Spinco Distribution, the conclusions expressed in the Tax Opinions may be incorrect and the tax consequences of the Initial Spin, the Spinco Distribution and the Merger could differ from those described below. Opinions of counsel are not binding on the IRS. As a result, to the extent a conclusion expressed in the Tax Opinions is not also covered in the IRS Ruling, such conclusion could be challenged by the IRS, and if the IRS prevails in such challenge, the tax consequences to Berry and its stockholders could be materially less favorable. Additionally, although the IRS Ruling is generally binding on the IRS, Berry, Spinco and Glatfelter will not be able to rely on the IRS Ruling if the factual representations made to the IRS in connection with the IRS Ruling request prove to be inaccurate or incomplete in any material respect, or if undertakings made to the IRS in connection with the request for the IRS Ruling are not satisfied. If this were to occur, the Initial Spin and the Spinco Distribution may not qualify (in whole or part) for tax-free treatment. As a result, the tax consequences to Berry and its stockholders could be materially less favorable.

Consequences of the Spinco Distribution and the Merger to U.S. Holders of Berry Common Stock

The Spinco Distribution

As described above, the completion of the Spinco Distribution is conditioned upon the receipt by Berry, with a copy to Glatfelter, of a Tax Opinion from BCLP LLP substantially to the effect that, among other things, for U.S. federal income tax purposes, the Spinco Distribution, taken together with certain related Transactions, will qualify as a tax-free distribution under Section 355 of the Code, and the IRS Ruling regarding the qualification of the Distribution and certain related Transactions for tax-free treatment, which Berry received from the IRS on July 5, 2024. If the Spinco Distribution qualifies as a tax-free distribution, then for U.S. federal income tax purposes:

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The Spinco Distribution generally will not result in the recognition of income, gain or loss by Berry;

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U.S. Holders of Berry common stock will not recognize income, gain or loss upon the receipt of Spinco common stock in the Spinco Distribution;

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the aggregate tax basis of the shares of Spinco common stock distributed by way of a Spin-Off to a U.S. Holder of Berry common stock will be determined by allocating the aggregate tax basis of such U.S. Holder in the shares of Berry common stock with respect to which the pro rata distribution is made between such Berry common stock and the Spinco common stock received in proportion to the relative fair market values of each immediately following the Spinco Distribution; and

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the holding period (for U.S. federal income tax purposes) of any shares of Spinco common stock received by a U.S. Holder of Berry common stock will include the holding period at the time of the completion of the Spinco Distribution of the shares of Berry common stock with respect to which the shares of Spinco common stock were received.

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In general, if the Spinco Distribution were not to qualify as a tax-free distribution under Section 355 of the Code, each U.S. Holder who receives Spinco common stock in the Spinco Distribution would generally

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be treated as receiving a taxable distribution equal to the fair market value of the Spinco common stock received by such U.S. Holder in the Spinco Distribution. In the event that a U.S. Holder is treated as receiving a taxable distribution in the Spinco Distribution, such distribution would be treated as a taxable dividend to the extent of such U.S. Holder’s allocable share of Berry’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), and to the extent the distribution exceeds such earnings and profits, the distribution would constitute a return of capital and would first reduce the U.S. Holder’s basis in its Berry common stock, but not below zero, and then would be treated as a gain from the sale of the Berry common stock. In addition, if the Spinco Distribution were not to qualify for non-recognition treatment under Section 355 of the Code, Berry would recognize taxable gain on the Spinco Distribution, which could result in material tax liability to Berry.

Berry stockholders that have acquired different blocks of Berry common stock at different times or at different prices should consult their tax advisors regarding the allocation of their aggregate adjusted basis among, and their holding period of, any shares of Spinco common stock they receive in the Spinco Distribution.

Even if the Spinco Distribution were otherwise to qualify generally for non-recognition treatment under Section 355 of the Code, the Spinco Distribution would be taxable to Berry (but not to Berry stockholders) pursuant to Section 355(e) of the Code if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of Berry or Spinco, directly or indirectly (including through acquisitions of the stock of Glatfelter after the completion of the Merger), as part of a plan or series of related transactions that includes the Spinco Distribution. For this purpose, any acquisitions of Berry or Spinco common stock (including through acquisitions of the stock of Glatfelter after the completion of the Merger) within the period beginning two years before the Spinco Distribution and ending two years after the Spinco Distribution are presumed to be part of such a plan, although Berry, Spinco or Glatfelter, as the case may be, may be able to rebut that presumption, depending on the facts and circumstances. For purposes of this test, the Merger will be treated as part of such a plan. If the IRS were to determine that other acquisitions of Berry common stock or Spinco common stock (including through acquisitions of the stock of Glatfelter after the completion of the Merger), either before or after the Spinco Distribution, were part of a plan or series of related transactions that included the Spinco Distribution, such determination, if sustained, could result in the recognition of a material amount of taxable gain by Berry under Section 355(e) of the Code.

In general, under the Tax Matters Agreement, the Glatfelter Group is required to indemnify Berry against any tax consequences arising as a result of certain prohibited actions taken by Glatfelter, Spinco or their respective subsidiaries. If the Spinco Distribution were to be taxable to Berry, the liability for payment of such tax by Berry, or by Glatfelter under the Tax Matters Agreement, could have a material adverse effect on Berry or Glatfelter, as the case may be.

The Merger

As described above, the completion of the Merger is conditioned upon the receipt by Berry, with a copy to Glatfelter, of a Tax Opinion from BCLP LLP substantially to the effect that the Merger will qualify as a “reorganization” under Section 368(a) of the Code. If the Merger qualifies as a “reorganization,” then, for U.S. federal income tax purposes:

•

U.S. Holders of Spinco common stock will not recognize any income, gain or loss upon the receipt of Glatfelter common stock in the Merger (except for any gain or loss recognized with respect to the receipt of cash in lieu of fractional shares of Glatfelter common stock);

​

•

the aggregate tax basis of Glatfelter common stock received by a U.S. Holder of Spinco common stock in the Merger (including fractional shares of Glatfelter common stock deemed received and disposed of as described below) will be the same as the aggregate tax basis of the Spinco common stock for which it is exchanged;

​

•

the holding period (for U.S. federal income tax purposes) of Glatfelter common stock received in exchange for shares of Spinco common stock (including fractional shares of Glatfelter common stock deemed received and disposed of as described below) will include the holding period of the Spinco common stock for which it is exchanged;

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•

a U.S. Holder of Spinco common stock who receives cash in lieu of a fractional share of Glatfelter common stock will be treated as having received the fractional share pursuant to the Merger and then as having sold that fractional share for cash. As a result, such U.S. Holder of Spinco common stock will recognize gain or loss equal to the difference between the amount of cash received and the tax basis in his or her fractional share, determined as set forth above; and

​

•

any gain or loss recognized by a U.S. Holder described above will generally be capital gain or loss, and will be long-term capital gain or loss if, as of the Closing Date, the holder’s holding period for the relevant shares is greater than one year. For U.S. Holders of Spinco common stock that are noncorporate U.S. Holders, long-term capital gain generally will be taxed at a U.S. federal income tax rate that is lower than the rate for ordinary income or for short-term capital gains. The deductibility of capital losses is subject to limitations.

​

In general, if the Merger were not to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. Holder would be required to recognize gain or loss equal to the difference, if any, between such U.S. Holder’s adjusted tax basis in its Spinco common stock surrendered in the Merger and an amount equal to the fair market value of its shares of Glatfelter common stock received in the Merger, plus any cash received in lieu of fractional shares. Generally, in such event, a U.S. Holder’s tax basis in the shares of Glatfelter common stock received in the Merger would equal the fair market value of such shares as of the date of the Merger, and such U.S. Holder’s holding period with respect to such shares would begin on the day after the Merger.

Berry stockholders that have acquired different blocks of Berry common stock at different times or at different prices should consult their tax advisors regarding the allocation of their aggregate adjusted basis among, and their holding period of, any shares of Glatfelter common stock received in the Merger.

Information Reporting and Backup Withholding

U.S. Treasury regulations generally require persons who own at least 5% of the total outstanding stock of Berry (by vote or value) and who receive Spinco common stock pursuant to the Spinco Distribution and persons who own at least 1% of the total outstanding stock of Spinco and who receive Glatfelter common stock pursuant to the Merger to attach to their U.S. federal income tax return for the year in which the Spinco Distribution and the Merger occur a detailed statement setting forth certain information relating to the tax-free nature of the Spinco Distribution and the Merger, as the case may be. Berry and/or Glatfelter will provide the appropriate information to each holder upon request, and each such holder is required to retain permanent records of this information. In addition, payments of cash to a U.S. Holder of Spinco common stock in lieu of a fractional share of Glatfelter common stock in the Merger may be subject to information reporting, unless the U.S. Holder provides the withholding agent with proof of an applicable exemption. Payments that are subject to information reporting may also be subject to backup withholding (currently at a rate of 24%) unless such U.S. Holder provides the withholding agent with a correct taxpayer identification number and otherwise complies with the requirements of the backup withholding rules. Backup withholding does not constitute an additional tax, but merely an advance payment, which may be refunded or credited against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely supplied to the IRS.

Consequences of the Reverse Stock Split and the Merger to U.S. Holders of Glatfelter common stock

The Reverse Stock Split

In the opinion of BCLP LLP, the reverse stock split qualifies as a tax-free recapitalization within the meaning of Section 368(a)(1)(E) of the Code, and, for U.S. federal income tax purposes:

•

a U.S. Holder that receives a reduced number of shares of Glatfelter common stock pursuant to the reverse stock split will not recognize any gain or loss, except with respect to the amount of cash (if any) received in respect of a fractional share;

​

•

a U.S. Holder’s aggregate tax basis in such holder’s shares of Glatfelter common stock received in the reverse stock split will equal the aggregate tax basis of such holder’s shares of Glatfelter common

​

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stock held immediately before the reverse stock split and exchanged therefor, but not including the tax basis of shares surrendered in exchange for cash received in respect of a fractional share of Glatfelter common stock, as applicable;

•

a U.S. Holder’s holding period of shares of Glatfelter common stock received in the reverse stock split will include the holding period of the pre-reverse stock split shares of Glatfelter common stock exchanged therefor; and

​

•

a U.S. Holder that receives cash in lieu of a fractional share of Glatfelter common stock generally will recognize gain or loss equal to the difference (if any) between the amount of cash received and the U.S. Holder’s tax basis in the shares of Glatfelter common stock surrendered that is allocated to such fractional share of Glatfelter common stock. Such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the shares of Glatfelter common stock surrendered in the reverse stock split exceeds one year at the effective time of the reverse stock split. Long-term capital gains of non-corporate U.S. Holders are generally subject to preferential tax rates. The deductibility of capital losses is subject to limitations.

​

Payments of cash to a U.S. Holder of Glatfelter common stock in lieu of a fractional share of Glatfelter common stock in connection with the reverse stock split may be subject to information reporting, unless the U.S. Holder provides the withholding agent with proof of an applicable exemption. Payments that are subject to information reporting may also be subject to backup withholding (currently at a rate of 24%) unless such U.S. Holder provides the withholding agent with a correct taxpayer identification number and otherwise complies with the requirements of the backup withholding rules. Backup withholding does not constitute an additional tax, but merely an advance payment, which may be refunded or credited against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely supplied to the IRS.

Certain U.S. Holders of Glatfelter common stock may be required to attach a statement to their tax returns for the year in which the reverse stock split is consummated that contains certain information described in applicable Treasury Regulations. U.S. Holders of Glatfelter common stock are advised to consult their own tax advisors with respect to the applicable reporting requirements.

The Merger

U.S. Holders of Glatfelter common stock will not receive any stock or other consideration in respect of their Glatfelter common stock pursuant to the Merger. Accordingly, U.S. Holders of Glatfelter common stock will not realize any gain or loss in respect of their Glatfelter common stock pursuant to the Merger.

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DESCRIPTION OF CAPITAL STOCK OF GLATFELTER

The following is a description of the common stock of Glatfelter, which is the only security of Glatfelter registered pursuant to Section 12 of the Exchange Act.

General

Glatfelter is incorporated in the Commonwealth of Pennsylvania and the rights of Glatfelter shareholders are generally covered by the Existing Glatfelter Charter, the Glatfelter Bylaws and the applicable provisions of the PBCL.

This description of Glatfelter common stock is qualified by, and should be read in conjunction with, the Existing Glatfelter Charter and the Glatfelter Bylaws, as well as the applicable provisions of the PBCL. For more information on where copies of the Existing Glatfelter Charter and the Glatfelter Bylaws may be obtained see “Where You Can Find More Information; Incorporation by Reference.”

Authorized Capital Stock

Glatfelter authorized capital stock consists of 120,000,000 shares of common stock, par value $0.01 per share, and 40,000 shares of preferred stock, par value $50.00 per share. All outstanding shares of Glatfelter common stock are fully paid and non-assessable.

Description of Common Stock

Voting Rights.   Holders of shares of Glatfelter common stock are entitled to one vote per share on all matters to be voted upon by Glatfelter shareholders. Other than the election of directors, actions proposed to be taken may be authorized by the affirmative vote of a majority of the votes cast in person or by proxy at the meeting of the shareholders by the holders of shares entitled to vote on such matter.

Dividends and Other Distributions.   The holders of Glatfelter common stock are entitled to receive dividends and other distributions as may be declared by the Glatfelter Board, subject to the preferential rights of any outstanding preferred stock.

Liquidation Rights.   In the event of the liquidation of Glatfelter, the holders of Glatfelter common stock will be entitled to share ratably in any assets remaining after payment of all debts and other liabilities, subject to the preferential rights of any outstanding preferred stock.

Other Rights.   Holders of Glatfelter common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to Glatfelter common stock.

Preferred Stock

The Glatfelter Board may, without shareholder approval, issue up to 40,000 shares of preferred stock in one or more series and, subject to the PBCL, may fix the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any series of preferred stock, including, without limitation:

•

Designation of such series;

​

•

Dividend rates;

​

•

Redemption prices, terms and conditions;

​

•

Amounts payable upon voluntary or involuntary liquidation;

​

•

Voting rights;

​

•

Conversion rights; and

​

•

Sinking fund and stock purchase prices, terms and conditions.

​

The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of Glatfelter common stock and could adversely affect the rights and powers, including voting powers, of holders of shares of Glatfelter common stock.

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Certain Provisions of the Existing Glatfelter Charter and Glatfelter Bylaws

Certain provisions of the Existing Glatfelter Charter and Glatfelter Bylaws may make it more difficult for third parties to acquire control of Glatfelter. These provisions, described below, are expected to discourage coercive takeover practices and inadequate takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of Glatfelter to first negotiate with the Glatfelter Board.

“Blank Check” Preferred Stock.   The Glatfelter Board is authorized by the Existing Glatfelter Charter to designate and issue, without shareholder approval, preferred stock with rights and preferences as the Glatfelter Board may determine. This ability to issue what is commonly referred to as “blank check” preferred stock, or rights to acquire such preferred stock, may have the effect of delaying, deferring or preventing a change in control of Glatfelter or an unsolicited acquisition proposal.

Calling of Special Meetings.   The Glatfelter Bylaws provide that special meetings of the shareholders may only be called by the Glatfelter Board or the Secretary of Glatfelter, upon the written request of the record shareholders who hold, in the aggregate, not less than 20% of the outstanding shares of Glatfelter that would be entitled to vote at the meeting.

Removal of Directors.   Except with regard to directors elected by any class or series of stock entitled to elect directors separately, any director may be removed from office, without assigning any cause, by the approval of shareholders.

Authority to Fill Glatfelter Board Vacancies.   Under the Existing Glatfelter Charter and the Glatfelter Bylaws, any vacancy on the Glatfelter Board shall only be filled by vote of a majority of the Glatfelter directors then in office, even if less than a quorum.

Requirements for Advance Notification of Stockholder Nominations and Proposals.   The Glatfelter Bylaws establish advance notice procedures with respect to the proposal of business by a shareholder to be considered at an annual meeting of shareholders and the nomination by a shareholder of candidates for election as directors.

Anti-Takeover Statutes

Glatfelter is governed by a set of interrelated provisions of the PBCL which are designed to support the validity of actions taken by the Glatfelter Board in response to takeover bids. These provisions may have the effect of making more difficult and thereby discouraging attempts to acquire control of Glatfelter in a transaction that the Glatfelter Board determines not to be in the best interests of Glatfelter.

Transactions with Interested Shareholders.   Glatfelter is subject to Section 2538 of Subchapter D of Chapter 25 of the PBCL which requires certain transactions with an “interested shareholder” to be approved by a majority of disinterested shareholders. Section 2538 defines “interested shareholder” generally to include any shareholder who is a party to the transaction or who is treated differently than other shareholders and affiliates of the corporation.

Fair Value Acquisitions Statute.   Glatfelter is subject to Subchapter E of Chapter 25 of the PBCL which requires a person, or group of persons acting in concert, who acquires 20% or more of the voting shares of a publicly traded corporation to offer to purchase the shares of any other shareholder at “fair value” (determined as provided in Section 2547 of the PBCL).

Affiliated Transactions Statute.   Glatfelter is subject to Subchapter F of Chapter 25 of the PBCL which effectively prohibits business combinations involving Glatfelter and an “interested shareholder” for a period of five years after the date of the transaction in which the person became an interested shareholder, unless either the business combination or the interested shareholder’s acquisition of 20% of the outstanding voting stock is approved by the Glatfelter Board, in each case, prior to the date on which the shareholder first became an interested shareholder, or the business combination is approved by a specified vote of shareholders. “Interested shareholder” is defined generally as any beneficial owner of at least 20% of Glatfelter outstanding voting stock. Under certain circumstances, Subchapter F of Chapter 25 of the PBCL makes it more difficult for an interested shareholder to effect various business combinations with Glatfelter.

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Control-Share Acquisitions.   The Glatfelter Bylaws explicitly provide that Subchapter G of Chapter 25 of the PBCL (relating to control-share acquisitions) shall not be applicable to Glatfelter.

Disgorgement.   The Glatfelter Bylaws explicitly provide that Subchapter H of Chapter 25 of the PBCL (relating to disgorgement by certain controlling shareholders following attempts to acquire control) shall not be applicable to Glatfelter.

Limitation of Liability; Indemnification

The Glatfelter Bylaws contain certain provisions permitted under the PBCL relating to the liability of directors. These provisions eliminate a director’s personal liability for monetary damages for any action taken or any failure to take action unless such director has breached or failed to perform the duties of his or her office and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The Glatfelter Bylaws also provide that Glatfelter must indemnify our directors and officers to the fullest extent permitted by the PBCL. In addition, the Glatfelter Bylaws provide that expenses actually and reasonably incurred by a director or officer in defending a legal proceeding must be paid in advance by Glatfelter prior to final disposition of the proceeding upon an undertaking by or on behalf of the director or officer to repay such amounts if it shall ultimately be determined that such person is not entitled to be indemnified by Glatfelter.

Listing of Common Stock

Glatfelter common stock is traded on the New York Stock Exchange under the ticker symbol “GLT”.

Transfer Agent and Registrar

The transfer agent and registrar for Glatfelter common stock is Computershare Trust Company, N.A.

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DESCRIPTION OF CAPITAL STOCK OF SPINCO

The following is a summary of the material terms of the Spinco common stock and the material provisions of the certificate of incorporation of Spinco (the “Spinco Charter”) and the bylaws of Spinco (the “Spinco Bylaws”) but does not purport to describe all of the terms thereof.

Spinco Common Stock

Spinco’s authorized capital structure consists of one class of common stock and no classes of preferred stock. All shares of Spinco common stock are identical with each other in every respect. The Spinco Charter will be amended prior to the Initial Spin to increase the number of authorized shares of Spinco common stock so that Spinco common stock then authorized is equal to the number of shares of Spinco common stock necessary to effect the Spinco Distribution. Currently, there are 1,000 shares of Spinco common stock issued and outstanding, par value $0.01 per share, all of which are held by the sole stockholder of Spinco, BGI. To effect the Initial Spin, prior to the Spinco Distribution, BGI will distribute to Berry all of the shares of Spinco common stock. In the Spinco Distribution, Berry, pursuant to the Separation Agreement, will distribute 100% of the shares of Spinco common stock to Berry stockholders through a Spin-Off.

Promptly after the First Effective Time, the Exchange Agent will deliver to each post-Distribution holder of Spinco common stock (i) a book-entry authorization representing the number of whole shares of Glatfelter common stock, and (ii) cash in lieu of fractional shares the holder of Spinco common stock is entitled to receive. For additional information, see “The Transactions — The Separation and the Spinco Distribution.”

General

On the Closing Date, Berry will effect the Spinco Distribution by way of a Spin-Off. In a Spin-Off, each record holder of Berry common stock on the Distribution record date (other than Berry or any member of the Berry Group) will be entitled to receive for each share of Berry common stock held by such record holder as of the Distribution record date a number of shares of Spinco common stock equal to the total number of shares of Spinco common stock held by Berry on the Spinco Distribution Date (and following the Initial Spin), multiplied by a fraction, the numerator of which is the number of shares of Berry common stock held by such record holder as of the Distribution record date and the denominator of which is the total number of shares of Berry common stock outstanding on the Distribution record date (for the avoidance of doubt, excluding shares held by any member of the Berry Group or the Spinco Group). At the First Effective Time, each share of Spinco common stock issued and outstanding immediately prior to the First Effective Time will automatically be converted into, and become exchangeable for, the right to receive a number of shares or, cash in lieu of a fraction of a share, of Glatfelter common stock.

Voting Rights

Generally, the Spinco Board has broad powers to conduct Spinco’s business and affairs, except for matters expressly reserved under the Spinco Bylaws, the Spinco Charter or the DGCL to the Spinco stockholders for decision. BGI is currently the sole stockholder of Spinco. Matters requiring consent of the stockholders include electing and removing directors to the Spinco Board and authorizing and issuing securities and obligations of Spinco.

Dividend and Distribution Rights

Under Section 170 of the DGCL, the Spinco Board may declare and pay dividends upon the shares of Spinco common stock either out of its surplus or, in the case of no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

Dissolution Rights

Under Section 281 of the DGCL, in the event of dissolution or winding up of Spinco, holders of Spinco common stock will be entitled to receive Spinco’s remaining assets available for distribution, after satisfaction of all of Spinco’s debts and liabilities.

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Trading Market

There currently is no trading market for Spinco common stock and no trading market will develop as a result of the Transactions.

Organization; Purpose

Spinco was formed on January 16, 2024, under the DGCL and is permitted to engage in any lawful act or activity for which corporations may be organized under the DGCL.

Board of Directors

The Spinco Board currently consists of three individuals. The presence of two-thirds of the entire Spinco Board constitutes a quorum at any meeting of the Spinco Board, and all actions of the Spinco Board require the vote of a majority of the directors present at the meeting, except as otherwise required by the Spinco Charter or the Spinco Bylaws. Action may be taken by the Spinco Board or of any committee thereof, without a meeting if all members of the Spinco Board, or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Spinco Board or of such committee.

The number of directors constituting the Spinco Board will be designated by the Spinco Board or by the stockholders. Each director will be elected by the Spinco stockholders at the annual meeting of the stockholders and will serve until the next annual meeting of the stockholders and his or her successor has been duly elected and qualified or until his or her earlier death, resignation, retirement, removal, disqualification or until his or her successor is elected. Spinco stockholders holding a majority of shares then entitled to vote at an election of directors may remove any director from the Spinco Board at any time, with or without cause.

In addition, the Spinco Board will have the authority to appoint and remove officers of Spinco, each of whom will have such powers and duties in the management of Spinco as stated in the Spinco Bylaws and, to the extent not stated, as generally pertain to their respective offices, subject to the control of the Spinco Board.

Indemnification and Exculpation

The Spinco Bylaws provide for the indemnification of any person who is a party or is threatened to be made a party to any action, suit or proceeding (including any action or suit by Spinco) by reason of the fact that such person is or was a director, officer or employee of Spinco or, while such person is or was a director, officer or employee of Spinco, such person is serving at the request of Spinco as a director, officer, employee or agent of another entity, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such person in connection with such action, suit or proceeding, in each case only if and to the extent permitted under applicable state or federal law.

Amendment of the Spinco Bylaws

The Spinco Bylaws may be amended or repealed by the Spinco stockholders or by the Spinco Board.

Termination and Dissolution

Spinco’s existence is perpetual unless dissolved sooner upon a majority vote of the outstanding stock of Spinco then entitled to vote and the subsequent filing of a certification of dissolution with the Secretary of State of Delaware under Section 275 of the DGCL.

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COMPARISON OF SHAREHOLDERS’ RIGHTS

Glatfelter (to be renamed Magnera Corporation in connection with the completion of the Transactions) is incorporated under the laws of the Commonwealth of Pennsylvania, and, accordingly, is subject to the provisions of the PBCL, and Berry and Spinco are incorporated under the laws of the State of Delaware, and, accordingly, are subject to the provisions of the Delaware General Corporation Law (the “DGCL”). Holders of Berry common stock, whose rights are currently governed by the Amended and Restated Certificate of Incorporation of Berry (the “Berry Charter”), the Amended and Restated Bylaws of Berry (the “Berry Bylaws”) and the DGCL, will, with respect to the shares of Spinco common stock they receive in the Spinco Distribution, receive shares of Glatfelter common stock in the Merger, and become shareholders of Glatfelter, and their rights with respect to the Glatfelter common stock will be governed by the Glatfelter Amended Charter, the Glatfelter Bylaws and the PBCL.

The following description summarizes the material differences between the rights associated with Berry common stock and Glatfelter common stock that may affect Berry stockholders who obtain shares of Glatfelter common stock in connection with the Merger. While Berry and Glatfelter believe this summary covers the material provisions and differences between the two, this summary may not contain all of the information that is important to you and does not purport to be a complete discussion of shareholders’ rights. The following description is qualified in its entirety by, and Berry stockholders should read carefully, the relevant provisions of the PBCL, the DGCL, the Berry Charter, the Berry Bylaws, the Glatfelter Amended Charter and the Glatfelter Bylaws. The Berry Charter has been publicly filed with the SEC as Exhibit 3.1 to Berry’s Annual Report on Form 10-K filed November 17, 2023 (the amended and restated certificate of incorporation), and the Current Report on Form 8-K filed on February 15, 2024 (certificate of amendment), and the Berry Bylaws have been publicly filed with the SEC as Exhibit 3.2 to Berry’s Current Reports on Form 8-K filed on February 15, 2024. The form of the Glatfelter Amended Charter is attached as Annex C to this document, and for more information on where copies of the Existing Glatfelter Charter and the Glatfelter Bylaws may be obtained see “Where You Can Find More Information; Incorporation by Reference.” Both the Glatfelter Amended Charter and the Glatfelter Bylaws are incorporated by reference herein. See also “Description of Capital Stock of Glatfelter.”

Authorized Capital Stock

The following table sets forth the authorized and issued capital stock of Berry as of September 3, 2024, and the estimated pro forma authorized and issued capital stock of Glatfelter as of September 3, 2024, after giving effect to the Spinco Distribution and the Merger, but without giving effect to the reverse stock split of Glatfelter common stock.

Class of Security

​

​

Authorized

​

​

Outstanding

​

Berry:

​

​

​

​

​

​

​

​

​

​

​

​

​

Common shares, par value $0.01 per share

​

​

​

​

400,000,000

​

​

​

​

​

114,800,000

​

​

Preferred shares, par value $0.01 per share

​

​

​

​

50,000,000

​

​

​

​

​

0

​

​

Glatfelter:

​

​

​

​

​

​

​

​

​

​

​

​

​

Common stock, par value $0.01 per share

​

​

​

​

240,000,000

​

​

​

​

​

475,005,494(1)

​

​

Preferred stock, par value $50.00 per share

​

​

​

​

40,000

​

​

​

​

​

0

​

​

​

(1)

After giving effect to the reverse stock split of Glatfelter common stock, the number of shares outstanding would not be in excess of the number of shares authorized for issuance under the Glatfelter Amended Charter. Assuming a reverse stock split ratio of 1-for-3, the number of shares of Glatfelter common stock outstanding would be 158,335,164. Assuming a reverse stock split ratio of 1-for-15, the number of shares of Glatfelter common stock outstanding would be 31,667,032.

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​	SHAREHOLDER RIGHTS	​	​	BERRY	​	​	GLATFELTER	​
​	Voting Rights	​	​	The Berry Charter provides that each holder of Berry common stock shall be entitled to one vote per share on all matters to be voted on by common stockholders. No stockholder of Berry shall be entitled to exercise any right of cumulative voting.	​	​	The Glatfelter Bylaws provide that each shareholder of Glatfelter entitled to vote on any matter at any meeting of shareholders shall be entitled to one vote for every such share standing in such shareholder’s name on the record date for the meeting. The Glatfelter Bylaws provide whenever any action other than the election of directors is proposed to be taken by vote of the shareholders, it shall be authorized by the affirmative vote of a majority of the votes cast in person or by proxy at the meeting of shareholders by the holders of shares entitled to vote thereon and shall constitute an act of the shareholders.	​
​	Number and Classification of Board of Directors	​	​	The Berry Charter provides the number of directors will be set from time to time by a majority vote of the total number of directors then serving in office, but in no event shall the total number of directors constituting the entire Berry Board be less than three nor more than 15. Berry does not have a classified board.	​	​	The Glatfelter Bylaws provide that the Glatfelter Board shall consist of at least three persons; however, the size of the Glatfelter Board may be set by resolution of the Glatfelter Board from time to time. The Glatfelter Board is not classified.	​
​	Election of Directors	​	​	The Berry Charter provides that at each annual meeting of stockholders, all directors shall be elected to hold office for a one-year term expiring at the next annual meeting of stockholders. The Berry Bylaws provide each director will be elected by the vote of a majority of the votes cast at any meeting for the election of directors at which a quorum is present. A majority of votes cast means that the number of votes cast “FOR” the election of a director exceeds the number of votes cast “AGAINST” the election of such director. In a contested election, the directors shall be elected by the	​	​	The Glatfelter Bylaws provide that each director shall serve a term expiring at the next annual meeting of shareholders of Glatfelter and until a successor shall be selected and qualified or until the earlier of death, resignation or removal. In an election of directors that is not a contested election, a nominee for director shall be elected to the Glatfelter Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Abstentions and broker non-votes shall not be considered to be votes cast. In a contested election of	​

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​	SHAREHOLDER RIGHTS	​	​	BERRY	​	​	GLATFELTER	​
​	​	​	​	vote of a plurality of the votes cast. There is no cumulative voting.	​	​	directors, the nominees for election to the Glatfelter Board receiving the highest number of votes, up to the number of directors to be elected in such election, shall be elected. Shareholders shall not have the right to vote against a nominee in a contested election of directors.	​
​	Removal of Directors	​	​	In accordance with the DGCL, the Berry Charter provides that any director or the entire Berry Board may be removed with or without cause by the affirmative vote of the holders of a majority of the votes which all the stockholders would be entitled to cast in any annual election of directors.	​	​	The Glatfelter Bylaws provide that any director, or the entire Glatfelter Board, may be removed from office without assigning any cause by the vote of shareholders, or of the holders of a class or series of shares, entitled to elect directors. In case the Glatfelter Board or any one or more directors are so removed, new directors may be elected by the shareholders at the same meeting.	​
​	Vacancies on the Board of Directors	​	​	The Berry Charter and the Berry Bylaws provide that a director vacancy or newly created directorships resulting from an increase in the authorized number of directors shall be filled only by a majority vote of the remaining directors then in office, although less than a quorum, or by the sole remaining director, except as otherwise provided by law, and shall not be filled by the stockholders of Berry. If any applicable provision of the DGCL expressly confers power on stockholders to fill such a directorship at a special meeting of stockholders, such a directorship may be filled at such meeting only by the affirmative vote of the holders of a majority of the votes which all the stockholders would be entitled to cast in any annual election of directors or class of directors.	​	​	The Glatfelter Bylaws provide that in the case of any vacancy in the Glatfelter Board by death, resignation or for any other cause, including an increase in the number of directors, the Glatfelter Board may, by the affirmative vote of a majority of the remaining directors, even though less than a quorum or by the sole remaining director, fill the vacancy by choosing a director to serve until the next annual meeting of shareholders of Glatfelter and until a successor has been selected and qualified or until the earlier of death, resignation or removal.	​
​	Notice of Shareholder Meeting	​	​	The Berry Bylaws provide that notice, stating the place, date and time of the meeting and the purpose or purposes for which the meeting is called, shall be delivered by Berry not less than	​	​	The Glatfelter Bylaws provide that written notice stating the place, day and hour of each meeting of shareholders and, in the case of a special meeting, the general nature of the business to	​

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​	SHAREHOLDER RIGHTS	​	​	BERRY	​	​	GLATFELTER	​
​	​	​	​	10 days nor more than 60 days before the date of the meeting, either personally, by electronic transmission in accordance with applicable law or by mail, to each stockholder of record entitled to vote at such meeting. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with the Berry Bylaws.	​	​	be transacted at such meeting shall be given by the Secretary of Glatfelter or other duly authorized officer of Glatfelter at least 10 calendar days before the meeting to each shareholder of record entitled to vote at the meeting.	​
​	Shareholder Action by Written Consent	​	​	The Berry Charter provides that any action required or permitted to be taken by the holders of the Common Stock of Berry must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent or consents in writing by stockholders.	​	​	The PBCL provides that shareholders may act by written consent without a meeting only if the consent is unanimous. There are no applicable provisions in the Glatfelter Amended Charter nor the Glatfelter Bylaws.	​
​	Special Meetings	​	​	The Berry Charter provides that except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of Berry may be called by (i) the Chairman of the Berry Board, (ii) a majority of the members of the Berry Board pursuant to a resolution approved by the Berry Board, or (iii) the Secretary of Berry, following their receipt of one or more written demands to call a special meeting of the stockholders from stockholders who own, in the aggregate, at least 15% of the outstanding shares of Berry as of the record date for determining stockholders then entitled to demand a special meeting. Only business that is brought before the meeting pursuant to the notice of the meeting or otherwise by or at the direction of the Berry Board will be conducted at a special meeting.	​	​	The Glatfelter Bylaws provide that special meetings of the shareholders may be called at any time for any purpose or purposes, (i) by the Glatfelter Board pursuant to a resolution adopted by a majority of the total number of authorized directors, or (ii) by the Secretary of Glatfelter, upon the written request of the record shareholders of Glatfelter as of the record date fixed in accordance with the Glatfelter Bylaws who hold, in the aggregate, not less than 20% of the outstanding shares of Glatfelter that would be entitled to vote at the meeting (the “Requisite Percentage”) at the time such request is submitted by the holders of such Requisite Percentage, subject to and in accordance with the Glatfelter Bylaws.	​
​	Quorum of Shareholders	​	​	The Berry Bylaws provide that the holders of a majority of the outstanding shares of Berry then entitled to vote in the election of directors, represented in person or by proxy, shall constitute a	​	​	The Glatfelter Bylaws provide that the presence in person or by proxy of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on a particular	​

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​	SHAREHOLDER RIGHTS	​	​	BERRY	​	​	GLATFELTER	​
​	​	​	​	quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. The Chair of the meeting, the Chief Executive Officer or the President may adjourn the meeting from time to time, whether or not there is a quorum. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.	​	​	matter shall constitute a quorum for the purpose of considering such matter at a meeting of shareholders, but less than a quorum may adjourn from time to time to reconvene at such time and place as they may determine.	​
​	Proxy Access	​	​	The Berry Bylaws provide that a Berry stockholder (or a group of not more than 20 stockholders formed for the purpose of seeking proxy access) who have continuously owned 3% or more of Berry’s outstanding shares of Common Stock continuously for a minimum of three years prior to and as of the date of giving of the notice and continues to own at least the same amount of securities so owned by such person or group of persons through the date of the annual meeting of stockholders may include a specified number of director nominees in Berry’s proxy materials for the annual meeting of the stockholders. The maximum number of stockholder nominees permitted under the proxy access provisions of the Berry Bylaws is the greater of two or 20% of the total number of directors of Berry on the last day a notice of nomination must be submitted. Notice of a nomination must be submitted to the Secretary of	​	​	The Glatfelter Bylaws provide that Glatfelter shall include in its proxy statement for an annual meeting of shareholder the name, together with the information required by the Glatfelter Bylaws, of any person nominated for election (a “Shareholder Nominee”) to the board of directors by a shareholder that satisfies, or by a group of no more than 20 shareholders that, collectively, satisfy, the requirements of the Glatfelter Bylaws, which shall include owning for at least three years that number of shares of capital stock that constitute 3% or more of the outstanding capital stock of Glatfelter, and that expressly elects at the time of providing the notice required by the Glatfelter Bylaws (the “Nomination Notice”) to have its nominee or nominees included in Glatfelter’s proxy materials pursuant the Glatfelter Bylaws. The number of Shareholder Nominees submitted shall not exceed 20% of the number of directors in office as of the last day on which a	​

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​	SHAREHOLDER RIGHTS	​	​	BERRY	​	​	GLATFELTER	​
​	​	​	​	Berry at Berry’s principal executive offices not less than 120 days nor more than 150 days prior to the anniversary of the date Berry commenced mailing of its proxy materials (as stated in Berry’s proxy materials) in connection with the most recent annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting of stockholders is more than 30 days before or more than 60 days after the first anniversary date of the preceding year’s annual meeting of stockholders, the notice of nomination, to be timely, must be delivered not earlier than the close of business on the 180th day prior to the date of such annual meeting and no later than the close of business on the later of the 150th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 160 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by Berry. The notice must contain certain information specified in the Berry Bylaws.	​	​	Nomination Notice may be delivered pursuant to the Glatfelter Bylaws. To be timely, a shareholder’s notice must be delivered to, or mailed and received by, the Secretary of Glatfelter at Glatfelter’s principal executive offices not later than the close of business on the 120th calendar day, nor earlier than the close of business on the 150th calendar day prior to the first anniversary of the date of Glatfelter’s proxy statement released to shareholders in connection with the annual meeting of shareholders in the immediately preceding year; provided, however, that if the date of the annual meeting of shareholders is more than 30 calendar days prior to, or more than 60 calendar days after, the first anniversary date of the preceding year’s annual meeting of shareholders, or if no annual meeting was held in the preceding year, to be timely, a shareholder’s notice must be received by the Glatfelter Secretary on the later of (i) the 90th day prior to such annual meeting, and (ii) the 10th calendar day following the day on which public disclosure of the date of the meeting is first made by Glatfelter.	​
​	Advance Notice Procedures	​	​	The Berry Bylaws provide that at any annual meeting of stockholders, nominations to the Berry Board and any other business to be considered or conducted can be brought by any stockholder who (i) was a stockholder of record at the time of giving of notice and through the time of the annual meeting, (ii) is entitled to vote at the meeting on the nomination or proposal and (iii) complies with the notice procedures, including giving timely notice. To be timely,	​	​	The Glatfelter Bylaws provide that for nominations of individuals for election to the Glatfelter Board or proposals of other business to be properly requested by a shareholder to be made at an annual meeting, the shareholder must (i) be a shareholder of record at the time of delivering advance notice to Glatfelter, on the record date for the determination of shareholders entitled to notice of and to vote at the annual meeting, at the time of giving of notice of	​

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​	SHAREHOLDER RIGHTS	​	​	BERRY	​	​	GLATFELTER	​
​	​	​	​	a stockholder’s notice shall be received by the Secretary at Berry’s principal executive offices not earlier than the close of business on the 120th day, and not later than the close of business on the 90th day, prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting and, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of the meeting is first made by Berry.	​	​	such annual meeting by or at the direction of the Glatfelter Board, and at the time of the annual meeting, (ii) be entitled to vote at such annual meeting, and (iii) comply with the procedures set forth in the Glatfelter Bylaws as to such proposed business or nominations. To be timely, a shareholder’s notice must be delivered to the Glatfelter Secretary at Glatfelter’s principal executive offices not later than the close of business on the 120th calendar day, nor earlier than the close of business on the 150th calendar day prior to the first anniversary of the date of the proxy statement released to shareholders in connection with the annual meeting in the immediately preceding year; provided, however, that if the date of the annual meeting of shareholders is more than 30 calendar days prior to, or more than 60 calendar days after, the first anniversary date of the preceding year’s annual meeting of shareholders, or if no annual meeting was held in the preceding year, to be timely, a shareholder’s notice must be received by the Glatfelter Secretary on the later of (i) the 90th day prior to such annual meeting, and (ii) the 10th calendar day following the day on which public disclosure of the date of the meeting is first made by Glatfelter. At any special meeting of the shareholders, only such business shall be conducted or considered as shall have been properly brought before the special meeting.	​
​	Amendment of Charter	​	​	The Berry Charter provides that Berry reserves the right to amend, alter, change or repeal any provision contained in the Berry Charter in the manner prescribed by the DGCL; provided, however,	​	​	The PBCL provides generally that amendments to the Glatfelter Amended Charter must be proposed by the Glatfelter Board or by a petition of shareholders entitled to cast at least 10% of the	​

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​	SHAREHOLDER RIGHTS	​	​	BERRY	​	​	GLATFELTER	​
​	​	​	​	that notwithstanding anything to the contrary contained in the Berry Charter, the affirmative vote of the holders of at least a majority in voting power of all the shares of Berry entitled to vote generally in the election of directors, voting together as a single class, shall be required to modify, amend or repeal, the Berry Charter.	​	​	votes that are shareholders are entitled to cast thereon. The Glatfelter Board must direct that the proposed amendment be submitted to a vote of the shareholders entitled to vote thereon.	​
​	Amendment of Bylaws by the Board of Directors	​	​	The Xxxxx Charter provides that the Xxxxx Board is expressly authorized to make, alter, amend or repeal the Berry Bylaws without any action of the Xxxxx stockholders.	​	​	The Xxxxxxxxxx Bylaws provide that the Xxxxxxxxxx Bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the total number of the authorized members of the Xxxxxxxxxx Board or by the affirmative vote of a majority of the votes cast in person or by proxy at the meeting of shareholders by the holders of shares entitled to vote thereon, as the case may be; provided, however, that new bylaws may not be adopted and the Xxxxxxxxxx Bylaws may not be amended or repealed in any way that limits indemnification rights, increases the liability of directors or changes the manner or vote required for any such adoption, amendment or repeal, except by the affirmative vote of a majority of the votes cast in person or by proxy at the meeting of shareholders by the holders of shares entitled to vote thereon.	​
​	Dividends	​	​	The DGCL provides that Xxxxx may declare dividends, and that such dividends may be paid in cash, in property, or in shares of Xxxxx common stock. Holders of Xxxxx common stock shall be entitled to receive, as, if and when declared by the Xxxxx Board out of the funds of Xxxxx legally available therefor, such dividends as the Xxxxx Board may from time to time determine, payable to stockholders of record on such dates, not exceeding 60 days	​	​	The PBCL provides that Xxxxxxxxxx may undertake distributions to shareholders through direct or indirect transfer of money or other property (except its own shares or options, rights or warrants to acquire its own shares) or incurrence of indebtedness by Xxxxxxxxxx to or for the benefit of any or all of its shareholders in respect of any of its shares whether by dividend or by purchase, redemption or other acquisition of its shares or	​

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​	SHAREHOLDER RIGHTS	​	​	XXXXX	​	​	XXXXXXXXXX	​
​	​	​	​	preceding the dividend payment dates, as shall be fixed for such purpose by the Xxxxx Board in advance of payment of each particular dividend. Berry may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and the Xxxxx Charter.	​	​	otherwise.	​
​	Exemption and Limitation of Personal Liability of Directors and Officers	​	​	The Xxxxx Charter provides that, to the extent permitted by the DGCL, a director or officer of Xxxxx will not be liable to Xxxxx or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to Xxxxx or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (or any successor provision thereto), or (iv) for any transaction from which the director or officer derived any improper personal benefit.	​	​	The Xxxxxxxxxx Bylaws provide that a director shall not be personally liable for monetary damages for any action taken unless such director has breached or failed to perform the duties of the office as provided for under Section 1713 of the PBCL and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.	​
​	Indemnification of Directors and Officers	​	​	The Xxxxx Charter provides that each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was, at any time during which the Xxxxx Charter is in effect (whether or not such person continues to serve in such capacity at the time any indemnification or payment of expenses is sought or at the time any proceeding is brought), a director or officer of Xxxxx or is or was at any such time serving at the request of Xxxxx as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust	​	​	The Glatfelter Bylaws provide that Xxxxxxxxxx shall indemnify any director or officer of Xxxxxxxxxx or any of its subsidiaries who was or is an authorized representative of Xxxxxxxxxx and who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative, regulatory, legislative, investigative or arbitrative, whether formal or informal, and whether brought by Xxxxxxxxxx, its shareholders, the Xxxxxxxxxx Board, any duly authorized committee of the Xxxxxxxxxx Board, a governmental agency or instrumentality, a self-regulatory organization or otherwise, by reason of the fact that such person was or is an	​

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​	SHAREHOLDER RIGHTS	​	​	XXXXX	​	​	XXXXXXXXXX	​
​	​	​	​	or other enterprise, including service with respect to employee benefit plans maintained or sponsored by Xxxxx, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent or in any other capacity while serving as a director, officer, trustee, employee or agent, shall be (and will be deemed to have a contractual right to be) indemnified and held harmless by Xxxxx (and any successor of Xxxxx by merger or otherwise) to the fullest extent authorized by the DGCL and federal law, against all expense, liability and loss (including attorneys’ fees, judgments, fines, XXXXX excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in the Xxxxx Charter, Xxxxx shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Xxxxx Board. The Xxxxx Charter provides that the indemnification provided therein shall not be deemed exclusive of any other rights to which those indemnified may be entitled, and shall continue as to an indemnitee who has ceased to be a director or officer of Xxxxx or ceased to serve at Xxxxx’x request as a director, officer, trustee, employee or agent of another corporation, partnership,	​	​	authorized representative of Glatfelter to the fullest extent permitted by the PBCL and other applicable law, including, without limitation, indemnification against expenses (which shall include attorneys’ fees and disbursements), damages, punitive damages, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding unless the act or failure to act giving rise to the claim is finally determined by a court of competent jurisdiction from which there is no further right of appeal to have constituted willful misconduct or recklessness. The right to indemnification and the advancement of expenses shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any applicable law, any provision of the Xxxxxxxxxx Amended Charter or the Xxxxxxxxxx Bylaws, agreement, insurance policy, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in any other capacity while holding such office or while employed by or acting as agent for Xxxxxxxxxx. The rights of indemnification and advancement or reimbursement of expenses shall continue as to an officer or director of Glatfelter who has ceased to be an officer or director in respect of matters arising prior to such time.	​

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​	SHAREHOLDER RIGHTS	​	​	XXXXX	​	​	XXXXXXXXXX	​
​	​	​	​	joint venture, trust or other enterprise, as described herein, and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.	​	​	​	​
​	Choice of Forum	​	​	The Xxxxx Charter provides that, unless the Xxxxx consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of Xxxxx, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of Xxxxx to Xxxxx or the Xxxxx’x stockholders, (iii) any action, suit or proceeding asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Unless Xxxxx consents in writing to the selection of an alternative forum, the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933.	​	​	The Xxxxxxxxxx Bylaws provide that unless the Xxxxxxxxxx Board adopts a resolution approving the selection of an alternative forum, the exclusive forum shall be the federal District Court for the Middle District of Pennsylvania, or if such federal court does not have jurisdiction, any other federal or state court located within the Commonwealth of Pennsylvania, for the following types of actions: (i) any derivative action or proceeding brought on behalf of Xxxxxxxxxx, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of Xxxxxxxxxx to Xxxxxxxxxx, (iii) any action asserting a claim against Xxxxxxxxxx or any director or officer or other employee of Xxxxxxxxxx arising pursuant to any provision of the PBCL, the Xxxxxxxxxx Amended Charter or the Xxxxxxxxxx Bylaws, or (iv) any action asserting a claim against Xxxxxxxxxx or any director or officer or other employee of Xxxxxxxxxx governed by the internal affairs doctrine.	​

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CERTAIN BENEFICIAL OWNERS OF XXXXXXXXXX CAPITAL STOCK

The following table sets forth certain information regarding the ownership of Xxxxxxxxxx common stock as of September 3, 2024, except as otherwise indicated, by:

•

each current Xxxxxxxxxx director;

​

•

each of Xxxxxxxxxx’x current named executive officers;

​

•

all current Glatfelter directors and executive officers as a group; and

​

•

each person who is known by Xxxxxxxxxx to own beneficially 5% or more of Xxxxxxxxxx common stock, each of whom we refer to as a 5% owner.

​

The number of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire on September 3, 2024, or within 60 days thereafter through the exercise of any stock option or other right. For information concerning the pro forma ownership of the persons set forth below in Magnera, after giving effect to the consummation of the Transactions, see “Certain Beneficial Ownership of Magnera Common Stock.” The percentage ownership is based upon 45,498,143 shares of Glatfelter common stock issued and outstanding as of September 3, 2024.

Name of Beneficial Owner

​

​

Shares Beneficially Owned(1)

​

​

% of Class

​

Xxxxxxx Capital, L.P.(2)

​

​

​

​

4,705,691

​

​

​

​

​

10.3

​

​

Cetus Capital VI, L.P.(3)

​

​

​

​

3,067,767

​

​

​

​

​

6.7

​

​

The Vanguard Group, Inc.(4)

​

​

​

​

2,277,670

​

​

​

​

​

5.0

​

​

Name of Beneficial Owner

​

​

Position

​

​

Total Number of Shares Beneficially Owned(1)(5)

​

​

% of Class

​

​

Xxxxx X. Xxxxxxx

​

​

Non-Executive Chair, Director

​

​

​

​

246,021

​

​

​

​

​

*

​

​

​

Xxxxxx X. Xxxxxxxxx

​

​

President & Chief Executive Officer

​

​

​

​

158,377

​

​

​

​

​

*

​

​

​

J. Xxxxxx Xxxx

​

​

Director

​

​

​

​

145,469

​

​

​

​

​

*

​

​

​

Xxxxxxxx X. Xxxxxxxx

​

​

Director

​

​

​

​

128,719

​

​

​

​

​

*

​

​

​

Xxxxx X. Xxxxx

​

​

Vice President, Strategic Initiatives, Business Optimization & Chief Accounting Officer

​

​

​

​

110,126

​

​

​

​

​

*

​

​

​

Xxxxx Xxxxx

​

​

Director

​

​

​

​

89,615

​

​

​

​

​

*

​

​

​

Xxxxxx Xxxxxxx

​

​

Director

​

​

​

​

74,598

​

​

​

​

​

*

​

​

​

Xxxxx X. Xxxxxxxxx

​

​

Director

​

​

​

​

55,528

​

​

​

​

​

*

​

​

​

Xxxxxx Xxxxxxxxx

​

​

Senior Vice President, Chief Financial Officer & Treasurer

​

​

​

​

45,248

​

​

​

​

​

*

​

​

​

Xxxxxx X. Xxxx

​

​

Senior Vice President, Global Human Resources & Administration

​

​

​

​

41,375

​

​

​

​

​

*

​

​

​

Xxxxx Xxxxxxxxxx

​

​

Senior Vice President, Chief Operating Officer

​

​

​

​

12,426

​

​

​

​

​

*

​

​

​

All directors and current executive officers as a group (12 individuals)

​

​

​

​

1,119,867

​

​

​

​

​

2.46%

​

​

​

​

​

Xxxxxxxx Xxxxxx

​

​

Former Senior Vice President, Integrated Global Supply Chain and IT

​

​

​

​

316,568

​

​

​

​

​

*

​

​

​

Xxxxxxxxxxx X. Xxxxxx

​

​

Former Senior Vice President, Chief Commercial Officer

​

​

​

​

61,385

​

​

​

​

​

*

​

​

​

​

•

indicates ownership of < 1%

​

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(1)

For purposes of the table, shares of Xxxxxxxxxx common stock are considered beneficially owned by a person if such person has, or shares, voting or investment power for such stock. As a result, more than one person may beneficially own the same security, and, in some cases, the same shares are listed opposite more than one name in the table. The table includes, in some cases, shares beneficially held by spouses or minor children, as to which beneficial ownership is disclaimed. The address of each director and named executive officer is c/x Xxxxxxxxxx Corporation, 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000.

​

(2)

Pursuant to Amendment No. 4 to Schedule 13D filed on July 2, 2024, consists of shares beneficially owned, as of June 29, 2024, by Xxxxxxx Capital, L.P., an investment manager with sole voting power and sole dispositive voting power over 0 shares and shared voting power and shared dispositive voting power over 4,705,691 shares. Beneficial ownership reported by Xxxxxxx Capital, L.P. includes shares acquired by funds for which it serves as the investment manager: Double Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Black Diamond Arbitrage Offshore Ltd.; EDCA 2019 Fund, L.P.; Asgard Investment Corp. II; and Xx. Xxxxx X. Xxxxxxx. The address of Xxxxxxx Capital, L.P. is 0000 XxXxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000.

​

(3)

Pursuant to Schedule 13G filed on March 22, 2024, consists of shares beneficially owned, as of March 12, 2023, by Cetus Capital VI, L.P., a Delaware limited partnership, whose general partner is Xxxxxxxxxx Associates VI, L.P., a Delaware limited partnership. Cetus Capital VI, L.P. has sole voting power and sole dispositive power over 3,067,767 shares, and shared voting power and shared dispositive power over 0 shares. The address of Cetus Capital VI, L.P. is 0 Xxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000.

​

(4)

Pursuant to Schedule 13G filed on February 13, 2024, consists of shares beneficially owned, as of December 31, 2023, by The Vanguard Group, Inc., an investment advisor which has sole voting power and sole dispositive power over 0 shares and 2,239,561 shares, respectively, and shared voting power and shared dispositive power over 20,575 and 38,109 shares, respectively. The Vanguard Group, Inc.’s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No one person’s interest in the securities reported by The Vanguard Group, Inc. is more than 5% of the shares of common stock of Xxxxxxxxxx. The address of The Vanguard Group, Inc. is 000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx, XX 00000.

​

(5)

Represents shares beneficially owned by each owner as noted below:

​

Name of Beneficial Owner

​

​

Directly Owned

​

​

Indirectly Owned

​

​

Options to Acquire Stock

​

Xxxxx X. Xxxxxxx(a)

​

​

​

​

96,021

​

​

​

​

​

150,000

​

​

​

​

​

—

​

​

Xxxxxx X. Xxxxxxxxx

​

​

​

​

158,377

​

​

​

​

​

—

​

​

​

​

​

—

​

​

J. Xxxxxx Xxxx

​

​

​

​

145,469

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Xxxxxxxx X. Xxxxxxxx

​

​

​

​

128,719

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Xxxxx X. Xxxxx(b)

​

​

​

​

107,177

​

​

​

​

​

2,949

​

​

​

(c)​

​

Xxxxx Xxxxx(d)

​

​

​

​

85,865

​

​

​

​

​

3,750

​

​

​

​

​

—

​

​

Xxxxxx Xxxxxxx

​

​

​

​

74,598

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Xxxxx X. Xxxxxxxxx

​

​

​

​

55,528

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Xxxxxx Xxxxxxxxx(e)

​

​

​

​

45,151

​

​

​

​

​

97

​

​

​

(c)​

​

Xxxxxx X. Xxxx(f)

​

​

​

​

40,880

​

​

​

​

​

495

​

​

​

(c)​

​

Xxxxx Xxxxxxxxxx

​

​

​

​

12,426

​

​

​

​

​

—

​

​

​

​

​

—

​

​

All directors and current executive officers as a group (12 individuals)

​

​

​

​

962,162

​

​

​

​

​

157,705

​

​

​

​

​

—

​

​

Xxxxxxxx Xxxxxx

​

​

​

​

316,568

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Xxxxxxxxxxx X. Xxxxxx

​

​

​

​

61,385

​

​

​

​

​

—

​

​

​

​

​

—

​

​

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​

(a)

Amounts indirectly owned consists of 150,000 shares held indirectly by GBBH Family Limited Partnership.

​

(b)

Amounts indirectly owned consists of 2,949 shares held in a 401(k) account for the benefit of Xx. Xxxxx.

​

(c)

Represents the gross number of shares of common stock that would be issued upon exercise of vested stock-only stock appreciation rights (“SOSARs”) on September 3, 2024. As of September 3, 2024, the following NEOs had vested SOSARs:

​

Name	​	​	Number of Vested SOSARs				​
Xxxxxx X. Xxxx	​	​	​	​	17,569	​	​
Xxxxx X. Xxxxx	​	​	​	​	46,324	​	​
Xxxxxx Xxxxxxxxx	​	​	​	​	17,290	​	​

​

(d)

Amounts indirectly owned consists of 3,750 shares held indirectly by the Xxxxx Xxxxx Revocable Trust.

​

(e)

Amounts indirectly owned consists of 97 shares held in a 401(k) account for the benefit of Xx. Xxxxxxxxx.

​

(f)

Amounts indirectly owned consists of 495 shares held in a 401(k) account for the benefit of Xx. Xxxx.

​

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CERTAIN BENEFICIAL OWNERS OF BERRY CAPITAL STOCK

As of September 3, 2024, Xxxxx owns all of the outstanding shares of Spinco’s common stock.

The following table sets forth certain information regarding the ownership of Xxxxx common stock as of September 3, 2024, except as otherwise indicated, by:

•

each current Xxxxx director;

​

•

each of Xxxxx’x current named executive officers;

​

•

all current Xxxxx directors and executive officers as a group; and

​

•

each person who is known by Xxxxxxxxxx to own beneficially 5% or more of Xxxxx common stock.

​

As of September 3, 2024, there were 114,800,000 shares of Berry common stock outstanding. The consummation of the Transactions is not expected to have any impact on the beneficial ownership information for Xxxxx common stock set forth below.

Name of Beneficial Owner(1)

​

​

Shares Beneficially Owned

​

​

% of Class

​

The Vanguard Group, Inc.(2)

​

​

​

​

11,731,209

​

​

​

​

​

10.2

​

​

EdgePoint Investment Group Inc.(3)

​

​

​

​

11,614,829

​

​

​

​

​

10.1

​

​

BlackRock, Inc.(4)

​

​

​

​

10,158,503

​

​

​

​

​

8.8

​

​

Name of Beneficial Owner(1)

​

​

Position

​

​

Direct and Indirect Share Ownership(1)

​

​

Right to Acquire(5)

​

​

Total Number of Shares Beneficially Owned

​

​

Percent of Class

​

Xxxxx X. Xxxxxxxxx

​

​

Chief Executive Officer

​

​

​

​

2,000

​

​

​

​

​

53,658

​

​

​

​

​

55,658

​

​

​

​

​

*

​

​

Xxxx X. Xxxxx

​

​

Chief Financial Officer

​

​

​

​

84,502

​

​

​

​

​

670,893

​

​

​

​

​

755,395

​

​

​

​

​

*

​

​

Xxxx X. Xxxxx

​

​

President – Health, Hygiene & Specialties Division

​

​

​

​

21,500

​

​

​

​

​

317,227

​

​

​

​

​

338,727

​

​

​

​

​

*

​

​

Xxxx-Xxxx Xxxxxx

​

​

President – Consumer Packaging International Division

​

​

​

​

—

​

​

​

​

​

332,742

​

​

​

​

​

332,742

​

​

​

​

​

*

​

​

Xxxxx X. Xxxxxx

​

​

Executive Vice President, Chief Legal Officer & Secretary

​

​

​

​

250

​

​

​

​

​

45,405

​

​

​

​

​

345,655

​

​

​

​

​

*

​

​

B. Xxxx Xxxx

​

​

Director

​

​

​

​

29,228

​

​

​

​

​

70,412

​

​

​

​

​

99,640

​

​

​

​

​

*

​

​

Xxxxxxxx X. Xxxxxx

​

​

Director

​

​

​

​

4,728

​

​

​

​

​

84,412

​

​

​

​

​

89,140

​

​

​

​

​

*

​

​

Xxxxxxxx X. Xxxxxx

​

​

Director

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

*

​

​

Xxxxxxx X. Xxxxxx

​

​

Director

​

​

​

​

32,728

​

​

​

​

​

56,412

​

​

​

​

​

89,140

​

​

​

​

​

*

​

​

Xxxx X. Xxxxxx

​

​

Director

​

​

​

​

4,728

​

​

​

​

​

11,912

​

​

​

​

​

16,640

​

​

​

​

​

*

​

​

Xxxx X. (Xxxx) Xxxxxxxxxx

​

​

Director

​

​

​

​

4,728

​

​

​

​

​

18,412

​

​

​

​

​

23,140

​

​

​

​

​

*

​

​

Xxxxxx X. Xxxxxxxxx, Xx.

​

​

Director

​

​

​

​

53,077

​

​

​

​

​

3,415

​

​

​

​

​

56,492

​

​

​

​

​

*

​

​

Xxxxxx X. Xxxxxx

​

​

Director

​

​

​

​

4,728

​

​

​

​

​

70,412

​

​

​

​

​

75,140

​

​

​

​

​

*

​

​

Xxxxxxx X. Xxxxxxxx

​

​

Chairman of the Board

​

​

​

​

4,728

​

​

​

​

​

70,412

​

​

​

​

​

75,140

​

​

​

​

​

*

​

​

Xxxxx X. Xxxxxx

​

​

Director

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

*

​

​

All current directors and executive officers as a group (19 persons)(5)

​

​

​

​

​

​

​

313,118

​

​

​

​

​

4,321,504

​

​

​

​

​

4,634,622

​

​

​

4%

​

​

%*

Less than 1% of common stock outstanding.

​

(1)

The amounts and percentages of common stock beneficially owned are reported on the basis of

​

239

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regulations of the Securities and Exchange Commission governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. Under these rules, more than one person may be deemed beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock.

(2)

Information based on Schedule 13G/A filed with the Securities and Exchange Commission on February 13, 2024, by The Vanguard Group, Inc., 000 Xxxxxxxx Xxxx., Xxxxxxx, XX 00000, including on behalf of certain subsidiaries, reporting beneficial ownership as of December 29, 2023. The Vanguard Group, Inc., has sole voting power with respect to 0 of the shares, shared voting power with respect to 57,206 of the shares, sole dispositive power with respect to 11,548,848 of the shares and shared dispositive power with respect to 182,181 of the shares.

​

(3)

Information based on Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2024, by EdgePoint Investment Group Inc., located at 000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx, reporting beneficial ownership as of December 31, 2023. Such filing reports that EdgePoint Investment Group Inc. has sole voting power with respect to 9,818,436 of the shares, shared voting power with respect to 1,796,393 of the shares, sole dispositive power with respect to 9,818,436 of the shares and shared dispositive power with respect to 1,796,393 of the shares.

​

(4)

Information based on Schedule 13G filed on January 25, 2024, reporting beneficial ownership of shares of Xxxxx common stock as of December 31, 2023, by BlackRock, Inc., 00 Xxxxxx Xxxxx, Xxx Xxxx, XX 00000, including on behalf of certain subsidiaries. BlackRock, Inc. has sole voting power over 9,898,240 shares, sole dispositive power over 10,158,503 shares and shared voting power and shared dispositive power over 0 shares of Xxxxx common stock.

​

(5)

Includes options that are currently vested or that will vest within 60 days after September 3, 2024, which, to the extent not exercised prior to the Distribution, will remain options for shares of Xxxxx common stock post-Closing and will not convert into options for shares of Magnera.

​

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TABLE OF CONTENTS​

CERTAIN BENEFICIAL OWNERS OF MAGNERA CAPITAL STOCK

Estimated Security Ownership of Certain Beneficial Owners of Magnera

As of September 3, 2024, Xxxxx owns all of the outstanding shares of Spinco’s common stock.

The following table sets forth certain information regarding the estimated beneficial ownership of the Magnera’s common stock expected as of immediately following the Distribution and the Merger but without giving effect to the reverse stock split of Xxxxxxxxxx common stock, by each person who is currently expected to own more than 5% percent of the issued and outstanding shares of Magnera.

The information set forth below is based on each person’s beneficial ownership of Xxxxxxxxxx common stock and Xxxxx common stock, to the extent known or ascertainable from public filings, as of September 3, 2024, after giving effect to the Distribution and the Merger, but without reflecting the impact of the reverse stock split, and reflects the following:

•

In the Distribution, Xxxxx will distribute 100% of the shares of Spinco common stock to Xxxxx’x stockholders by way of a Spin-Off. The number of shares of Magnera common stock for each person or entity set forth below assumes that all Xxxxx stockholders will participate in the Distribution on a pro rata basis.

​

•

In the Merger, each issued and outstanding share of Spinco common stock immediately prior to the First Effective Time (except for shares of Spinco common stock held by Spinco as treasury stock or by any other member of the Spinco Group, which will be canceled and cease to exist and no consideration will be delivered in exchange therefor) will automatically convert into the right to receive a number of shares of Xxxxxxxxxx common stock such that each holder of record of shares of Spinco common stock immediately prior to the First Effective Time will have the right to receive, in the aggregate, the Merger Consideration; provided, however, that each holder will receive a cash payment in lieu of fractional shares of Xxxxxxxxxx common stock. Upon completion of the First Merger, approximately 90% of the outstanding shares of Magnera common stock on a fully diluted basis are expected to be held by holders of Spinco common stock as of immediately prior to the First Effective Time and approximately 10% of the outstanding shares of Magnera common stock on a fully diluted basis are expected to be held by Xxxxxxxxxx shareholders as of immediately prior to the First Effective Time (in each case, excluding any overlaps in the pre-Merger Xxxxxxxxxx shareholder and Xxxxx stockholder bases).

​

•

As of September 3, 2024, Xxxxxxxxxx estimates that approximately 429,507,351 shares of combined common stock will be issued in the First Merger to the holders of Spinco common stock without taking into account the effect of the reverse stock split. The number of shares of Magnera common stock for each person or entity set forth below assumes that each Xxxxx stockholder will receive a number of shares of Magnera common stock based on their estimated proportionate ownership of Xxxxx common stock as of September 3, 2024. The actual number of shares of Magnera common stock received by any holder of Xxxxx common stock will depend upon the final terms of the Distribution, as well as the reverse stock split ratio applicable to the reverse stock split of Xxxxxxxxxx common stock, which will be determined by Xxxxx and Xxxxxxxxxx at a later date and which is not reflected below.

​

The percentage ownership is based upon approximately 475,005,494 shares of combined common stock currently estimated to be issued and outstanding immediately following the completion of the Distribution and the Merger, but without giving effect to the reverse stock split.

Name of Beneficial Owner

​

​

Shares Beneficially Owned

​

​

% of Class

​

The Vanguard Group, Inc.(1)(2)

​

​

​

​

43,889,923

​

​

​

​

​

9.2

​

​

Edgepoint Investment Group, Inc.(3)

​

​

​

​

43,455,178

​

​

​

​

​

9.1

​

​

BlackRock, Inc.(4)(5)

​

​

​

​

39,273,107

​

​

​

​

​

8.3

​

​

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TABLE OF CONTENTS

​

(1)

Information based on Schedule 13G/A filed on February 13, 2024, reporting beneficial ownership of shares of Xxxxx common stock as of December 29, 2023, by The Vanguard Group, Inc., 000 Xxxxxxxx Xxxx., Xxxxxxx, XX 00000, including on behalf of certain subsidiaries. The Vanguard Group, Inc., has sole voting power with respect to 0 of the shares, shared voting power with respect to 57,206 of the shares, sole dispositive power with respect to 11,548,848 of the shares and shared dispositive power with respect to 182,181 of the shares of Xxxxx common stock.

​

(2)

Information based on Schedule 13G filed on February 13, 2024, reporting beneficial ownership of shares of Xxxxxxxxxx common stock as of December 31, 2023, by The Vanguard Group, Inc., 000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx, XX 00000. The Vanguard Group, Inc., an investment advisor, has sole voting power and sole dispositive power over 0 shares and 2,239,561 shares, respectively, and shared voting power and shared dispositive power over 20,575 and 38,109 shares, respectively, of Xxxxxxxxxx common stock. The Vanguard Group, Inc.’s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No one person’s interest in the securities reported by The Vanguard Group, Inc. is more than 5% of the shares of Xxxxxxxxxx commons stock.

​

(3)

Information based on Schedule 13G/A filed on February 14, 2024, reporting beneficial ownership of shares of Xxxxx common stock as of December 31, 2023, by EdgePoint Investment Group Inc., located at 000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx. Such filing reports that EdgePoint Investment Group Inc. has sole voting power with respect to 9,818,436 of the shares, shared voting power with respect to 1,796,393 of the shares, sole dispositive power with respect to 9,818,436 of the shares and shared dispositive power with respect to 1,796,393 of the shares of Xxxxx common stock.

​

(4)

Information based on Schedule 13G filed on January 25, 2024, reporting beneficial ownership of shares of Xxxxx common stock as of December 31, 2023, by BlackRock, Inc., 00 Xxxxxx Xxxxx, Xxx Xxxx, XX 00000, including on behalf of certain subsidiaries. BlackRock, Inc. has sole voting power over 9,898,240 shares, sole dispositive power over 10,158,503 shares and shared voting power and shared dispositive power over 0 shares of Xxxxx common stock.

​

(5)

Information based on Amendment No. 3 to Schedule 13G filed on July 8, 2024, reporting beneficial ownership of shares of Xxxxxxxxxx common stock as of June 30, 2024, by BlackRock, Inc., 00 Xxxxxx Xxxxx, Xxx Xxxx, XX 00000. BlackRock, Inc. has sole voting power over 3,097,181 shares, sole dispositive power over 1,252,997 shares and shared voting power and shared dispositive power over 1,266,559 shares of Xxxxxxxxxx common stock. Beneficial ownership reported by BlackRock, Inc. includes shares acquired by its subsidiaries: BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock (Netherlands) B.V.; BlackRock Fund Advisors; BlackRock Institutional Trust Company, National Association; BlackRock Financial Management, Inc.; and BlackRock Investment Management, LLC.

​

Estimated Security Ownership of Magnera’s Management

The following table sets forth information regarding the estimated beneficial ownership of Magnera’s common stock expected as of immediately following the Distribution and the Merger, but without giving effect to the reverse stock split of Xxxxxxxxxx common stock, by each of:

•

Magnera’s currently expected named executive officers;

​

•

Magnera’s currently expected nominees to its Board of Directors; and

​

•

all of the currently expected Magnera named executive officers and nominees to Xxxxxxx’s Board of Directors as a group.

​

The information set forth below is based on each such person’s beneficial ownership of Xxxxxxxxxx common stock and Xxxxx common stock, to the extent known by Xxxxxxxxxx or Xxxxx or ascertainable from public filings, as of September 3, 2024, after giving effect to the Distribution and the Merger, but without giving effect to the reverse stock split of Xxxxxxxxxx common stock, as described under “Estimated Security Ownership of Certain Beneficial Owners of Magnera” above.

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TABLE OF CONTENTS

The number of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Shares of combined common stock that may be acquired on or within 60 days are deemed to be outstanding and to be beneficially owned by the person holding the securities for the purpose of computing the percentage ownership of the person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

The persons indicated below have sole voting power with respect to the shares owned by them, except as otherwise stated in the notes to the table. The address of each person listed below is 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000.

Name of Beneficial Owner(1)

​

​

Position

​

​

Direct and Indirect Share Ownership(1)

​

​

Right to Acquire(2)

​

​

Total Number of Shares Beneficially Owned

​

​

Percent of Class

​

Xxxxxx X. Xxxxx

​

​

Chief Executive Officer & Director

​

​

​

​

80,567

​

​

​

​

​

—

​

​

​

​

​

80,567

​

​

​

​

​

*

​

​

Xxxxx X. Till

​

​

Executive Vice President, Chief Financial Officer & Treasurer

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

*

​

​

Xxxxx Xxxxxx

​

​

Executive Vice President, Chief Operating Officer

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

*

​

​

Xxxxx X. Xxxxxxx

​

​

Non-Executive Chair of the Board

​

​

​

​

246,021

​

​

​

​

​

—

​

​

​

​

​

246,021

​

​

​

​

​

*

​

​

Xxxxxxxx X. Xxxxxxx

​

​

Director

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

*

​

​

Xxxx X. Xxxxxxxxxx

​

​

Director

​

​

​

​

17,717

​

​

​

​

​

—

​

​

​

​

​

17,717

​

​

​

​

​

*

​

​

Xxxxxx X. Xxxxxx

​

​

Director

​

​

​

​

248,047

​

​

​

​

​

—

​

​

​

​

​

248,047

​

​

​

​

​

*

​

​

Xxxxx Xxxxx

​

​

Director

​

​

​

​

89,615

​

​

​

​

​

—

​

​

​

​

​

89,615

​

​

​

​

​

*

​

​

Xxxxxxx Xxxxxxx

​

​

Director

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

*

​

​

Xxxxxx X. Xxxxxxxxx

​

​

Director

​

​

​

​

158,377

​

​

​

​

​

—

​

​

​

​

​

158,377

​

​

​

​

​

*

​

​

Xxxx Xxxx Xxxx

​

​

Director

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

*

​

​

All current directors and executive officers as a group (11 persons)(2)

​

​

​

​

​

​

​

840,344

​

​

​

​

​

—

​

​

​

​

​

840,344

​

​

​

​

​

*

​

​

​

(1)

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the Securities and Exchange Commission governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. Under these rules, more than one person may be deemed beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock.

​

(2)

Includes options and restricted stock units, as the case may be, that are currently vested or that will vest within 60 days after September 3, 2024. For legacy Xxxxx directors and officers, the amounts and percentages assume that none of such person’s vested options are exercised for Xxxxx common stock prior to the Distribution. Assuming 100% of such vested options are exercised by each of the legacy Xxxxx directors and officers listed above and based on the other assumptions set forth in the table above: Xx. Xxxxx would beneficially own an additional 1,188,757 shares of Magnera common stock; Mr. Till would beneficially own 409,027 shares of Magnera common stock; Xx. Xxxxxx would beneficially own 533,880 shares of Magnera common stock; Xx. Xxxxxxxxxx would beneficially own an additional 68,996 shares of Magnera common stock; and Xx. Xxxxxx would beneficially own an additional 6,414,395 shares of Magnera common stock.

​

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Ancillary Agreements

Xxxxxxxxxx, Merger Subs, Xxxxx, Spinco or their respective subsidiaries, in each case as applicable, have entered into or, before the consummation of the Transactions will enter into, ancillary agreements relating to the Transactions and various interim and ongoing relationships between Xxxxxxxxxx, Merger Subs, Xxxxx and Spinco. See “Other Agreements Related to the Transactions” for more information.

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SUBMISSION OF XXXXXXXXXX SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING

Xxxxxxxxxx shareholders wishing to include a proposal in Xxxxxxxxxx’x proxy statement for the 2025 Annual Meeting of Xxxxxxxxxx Shareholders (the “2025 Xxxxxxxxxx Annual Meeting”) must submit it to Xxxxxxxxxx’x Secretary pursuant to the requirements of Rule 14a-8 under the Exchange Act. Notice of such a proposal must be submitted in writing and received by Xxxxxxxxxx’x Secretary at the principal executive offices of Xxxxxxxxxx no later than November 26, 2024.

Xxxxxxxxxx shareholders wishing to include a proposal in Xxxxxxxxxx’x proxy statement for the 2025 Xxxxxxxxxx Annual Meeting must comply with requirements under the Glatfelter Bylaws. Notice of such proposals, including all of the information required by the Xxxxxxxxxx Bylaws, must be submitted in writing and delivered to, or mailed and received by, Xxxxxxxxxx’x Secretary at the principal executive offices of Xxxxxxxxxx no earlier than the close of business on October 27, 2024, and no later than the close of business on November 26, 2024, regardless of delivery method.

Xxxxxxxxxx shareholders may recommend director nominees for consideration by the Nominating and Corporate Governance Committee of the Xxxxxxxxxx Board for nomination for election to the Xxxxxxxxxx Board. Shareholder recommendations for director nominees will receive the same consideration by the Nominating and Corporate Governance Committee that all other director nominee recommendations receive. If a Xxxxxxxxxx shareholder wishes to recommend a nominee for director, the shareholder must submit such recommendation in writing, together with any supporting materials deemed appropriate, to Xxxxxxxxxx’x Secretary.

To nominate a candidate for director at the 2025 Xxxxxxxxxx Annual Meeting, notice of the nomination must be submitted in writing and delivered to, or mailed and received by, Xxxxxxxxxx’x Secretary at the principal executive offices of Xxxxxxxxxx no earlier than the close of business on October 27, 2024, and no later than the close of business on November 26, 2024, regardless of delivery method.

Pursuant to Section 1.9(a) of the Xxxxxxxxxx Bylaws, if the date of the Annual Meeting of Xxxxxxxxxx Shareholders is more than 30 calendar days prior to, or more than 60 calendar days after, the first anniversary date of the preceding year’s Annual Meeting, or if no annual meeting was held in the preceding year, to be timely, a shareholder’s notice of proposals or nominations must be received by Xxxxxxxxxx’x Secretary on the later of (i) the 90th day prior to such annual meeting and (ii) the 10th calendar day following the day on which public disclosure of the date of the meeting is first made by Xxxxxxxxxx.

Additionally, as set forth in Section 1.9(c) of the Xxxxxxxxxx Bylaws, a Xxxxxxxxxx shareholder or group of no more than 20 Xxxxxxxxxx shareholders, that, collectively, have owned for at least three years 3% or more of the outstanding capital stock of Xxxxxxxxxx and that expressly elect at the time of providing notice to have their nominee or nominees included in Xxxxxxxxxx’x proxy materials, may nominate and have included in Xxxxxxxxxx’x proxy statement director nominees not exceeding 20% of the number of directors in office as of the last day on which such a notice may be delivered pursuant to Section 1.9 of the Xxxxxxxxxx Bylaws.

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LEGAL MATTERS

The validity of the shares of Spinco common stock offered hereby with respect to the Transactions is being passed upon for Spinco by Xxxxx Xxxx Xxxxxxxx Xxxxxxx LLP. The validity of the issuance of Xxxxxxxxxx common stock pursuant to the RMT Transaction Agreement and in connection with the Charter Amendment is being passed upon for Xxxxxxxxxx by Xxxxxx, Xxxxx & Xxxxxxx LLP. Xxxxx Xxxx Xxxxxxxx Xxxxxxx LLP will provide to Xxxxx a legal opinion regarding certain U.S. federal income tax matters relating to the Spinco Distribution and the Merger.

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EXPERTS

The financial statements of Xxxxxxxxxx as of December 31, 2023 and 2022, and for each of the three years in the period ended December 31, 2023, incorporated by reference in this Xxxxxxxxxx Registration Statement, and the effectiveness of Xxxxxxxxxx’x internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of such firm given their authority as experts in accounting and auditing.

The combined balance sheets of Spinco as of September 30, 2023, and October 1, 2022, and the related combined statements of income, comprehensive income, cash flows and changes in parent invested equity for the years ended September 30, 2023, October 1, 2022, and October 2, 2021, which is referred to and made a part of this Xxxxxxxxxx Registration Statement, have been audited by Xxxxx & Xxxxx LLP, independent registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

Spinco is filing with the SEC a registration statement on Form 10 under the Exchange Act with respect to the shares of Spinco common stock to be delivered in the Spinco Distribution to Xxxxx stockholders pursuant to the Separation Agreement.

Xxxxxxxxxx has filed with the SEC a registration statement on Form S-4 (Reg. No. 333-281733), of which this document forms a part, to register the issuance of shares of Xxxxxxxxxx common stock that will be issued pursuant to the RMT Transaction Agreement. In addition, Xxxxxxxxxx will separately file this document that relates to the special meeting of Xxxxxxxxxx shareholders to, among other things, approve the Share Issuance proposal, the Charter Amendment proposals, Omnibus Plan proposal and the “Golden Parachute” Compensation proposal.

This document does not contain all of the information set forth in the registration statements or the exhibits to the registration statements, selected portions of which are omitted in accordance with the rules and regulations of the SEC. For further information pertaining to Spinco and Xxxxxxxxxx, reference is made to the registration statements and their exhibits.

Statements contained in this document or in any document incorporated by reference into this document as to the contents of any agreement or other document referred to within this document or other documents that are incorporated herein by reference are not necessarily complete and, in each instance, reference is made to the copy of the applicable agreement or other document filed as an exhibit to the registration statement or otherwise filed with the SEC. Each statement in this document regarding an agreement or other document is qualified in all respects by such agreement or other document.

You may read all or any portion of the registration statements filed by Spinco or Xxxxxxxxxx on the SEC’s internet website at xxx.xxx.xxx. The SEC’s website also contains reports, proxy statements and prospectuses and other information regarding registrants, such as Xxxxxxxxxx, that file electronically with the SEC. You can also find additional information about Xxxxx and Spinco at xxx.xxxxxxxxxxx.xxx and about Xxxxxxxxxx at xxx.xxxxxxxxxx.xxx. Xxxxx’x and Xxxxxxxxxx’x website addresses are provided as an inactive textual reference only. Information contained on Xxxxx’x and Xxxxxxxxxx’x website is not incorporated by reference into this document, and you should not consider information contained on those websites as part of this document.

The SEC allows certain information to be “incorporated by reference” into this document. The information incorporated by reference is deemed to be a part of this document, except for any information superseded or modified by information contained directly in this document or by information contained in documents filed with or furnished to the SEC by Xxxxxxxxxx after the date of this document that is incorporated by reference in this document. This means that Xxxxxxxxxx can disclose important information to you by referring to another document filed separately with the SEC.

This document incorporates by reference the documents set forth below that Xxxxxxxxxx has filed with the SEC. These documents contain important information about Glatfelter and its business and financial conditions.

Xxxxxxxxxx:

•

Xxxxxxxxxx’x Annual Report on Form 10-K filed on February 28, 2024, for the year ended December 31, 2023;

​

•

the description of Xxxxxxxxxx common stock contained in Exhibit 4.4 of Xxxxxxxxxx’x Annual Report on Form 10-K filed on February 28, 2024, and including any other amendments or reports filed for the purpose of updating such description;

​

•

Xxxxxxxxxx’x Quarterly Reports on Form 10-Q filed on May 9, 2024, for the quarterly period ended March 31, 2024, and August 8, 2024, for the quarterly period ended June 30, 2024; and

​

•

Xxxxxxxxxx’x Current Reports on Form 8-K filed on February 7, 2024, February 12, 2024, March 5, 2024, April 11, 2024, May 14, 2024, May 30, 2024, and August 16, 2024 (for each of the foregoing, other than any portions thereof deemed furnished and not filed).

​

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TABLE OF CONTENTS

In addition, this document also incorporates by reference additional documents that Xxxxxxxxxx may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this document and the completion of the Transactions. These documents include Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

This document does not, however, incorporate by reference any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of Xxxxxxxxxx’x Current Reports on Form 8-K and information furnished after the date of this document unless, and except to the extent, specified in such Current Reports.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this document to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this document.

Xxxxxxxxxx’x documents incorporated by reference into this document, excluding exhibits to those documents unless they are specifically incorporated by reference into those documents, are available without charge upon request to Xxxxxxxxxx Investor Relations at the following address and telephone numbers:

Xxxxxxxxxx Corporation
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
(000) 000-0000
Attn: Investor Relations

If you would like to request documents, please do so no later than October 18, 2024, to ensure timely delivery.

Xxxxx stockholders who have questions regarding the Spinco Distribution, the Merger or any other matter described in this document should contact:

Xxxxx Global Group, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Director of Investor Relations
(000) 000-0000

Xxxxx, Xxxxxx and Xxxxxxxxxx have not authorized anyone to give any information or make any representation about the Transactions that is different from, or in addition to, that contained in this document or in any of the materials that Xxxxx, Spinco or Xxxxxxxxxx publicly files with the SEC. Therefore, if anyone does give you information of this sort, you should not rely on it. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this document, in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. Neither the delivery of this document nor any distribution of securities pursuant to this document shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated into this document by reference or in Xxxxx’x, Xxxxxxxxxx’x or the HHNF Business’ affairs since the date of this document. The information contained in this document speaks only as of the date of this document unless the information specifically indicates that another date applies.

249

TABLE OF CONTENTS​​

INDEX TO COMBINED FINANCIAL STATEMENTS OF SPINCO (THE HHNF BUSINESS)

Financial Statements

​	​	​	Page				​
Audited Combined Financial Statements	​	​	​	​	​	​	​
Report of Independent Registered Public Accounting Firm	​	​	​	​	F-2	​	​
Combined Statements of Income and Comprehensive Income for fiscal 2023, 2022 and 2021	​	​	​	​	F-4	​	​
Combined Balance Sheets as of September 30, 2023, and October 1, 2022	​	​	​	​	F-5	​	​
Combined Statements of Cash Flows for fiscal 2023, 2022 and 2021	​	​	​	​	F-6	​	​
Combined Statements of Changes in Parent Invested Equity for fiscal 2023, 2022 and 2021	​	​	​	​	F-7	​	​
Notes to Combined Financial Statements	​	​	​	​	F-8	​	​
Unaudited Combined Financial Statements	​	​
Combined Statements of Income and Comprehensive Income for the Three Quarterly Periods Ended June 29, 2024	​	​	​	​	F-21	​	​
Combined Balance Sheets as of June 29, 2024, and September 30, 2023	​	​	​	​	F-22	​	​
Combined Statements of Cash Flows for the Three Quarterly Periods Ended June 29, 2024	​	​	​	​	F-23	​	​
Combined Statements of Changes in Parent Invested Equity for the Three Quarterly Periods Ended June 29, 2024	​	​	​	​	F-24	​	​
Notes to Combined Financial Statements	​	​	​	​	F-25	​	​

F-1

TABLE OF CONTENTS​

Report of Independent Registered Public Accounting Firm

To the Management and the Board of Directors of Xxxxx Global Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of Spinco (the Company) as of September 30, 2023 and October 1, 2022, the related combined statements of income, comprehensive income, cash flows and changes in parent invested equity for the years ended September 30, 2023, October 1, 2022 and October 2, 2021, and the related notes (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2023 and October 1, 2022, and the results of its operations and its cash flows for the years ended September 30, 2023, October 1, 2022 and October 2, 2021 in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the combined financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

​	​	​	​	Valuation of Goodwill	​
​	Description of the Matter	​	​	At September 30, 2023, the Company’s goodwill was $794 million. As discussed in Note 1 to the combined financial statements, goodwill is evaluated annually for impairment on the first day of the fourth quarter for each of its reporting units. Auditing management’s annual goodwill impairment test was complex due to the significant estimation uncertainty in determining the fair value of the reporting units. In particular, the fair value estimate was sensitive to significant assumptions, such as changes in the weighted average cost of capital and	​

F-2

TABLE OF CONTENTS

​	​	​	​	terminal growth rate, which are affected by economic and company-specific qualitative factors.	​
​	How We Addressed the Matter in Our Audit	​	​	To test the estimated fair value of the Company’s reporting units, we performed audit procedures that included, among others, evaluating the valuation methodologies used by the Company and testing the significant assumptions discussed above. We involved our valuation specialists to assist in our evaluation of the Company’s valuation models, valuation methodology and significant assumptions used by the Company, specifically the weighted average cost of capital and terminal growth rate. We compared the significant assumptions used by the Company to current economic trends. We also performed sensitivity analyses of the significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions.	​

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2024.

Indianapolis, Indiana
May 8, 2024

F-3

TABLE OF CONTENTS​

Spinco

Combined Statements of Income
(in millions of dollars)

​

​

​

Fiscal years ended

​

​

​

​

September 30, 2023

​

​

October 1, 2022

​

​

October 2, 2021

​

Net sales

​

​

​

$

2,275

​

​

​

​

$

2,803

​

​

​

​

$

2,827

​

​

Costs and expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cost of goods sold

​

​

​

​

1,995

​

​

​

​

​

2,425

​

​

​

​

​

2,263

​

​

Selling, general and administrative

​

​

​

​

110

​

​

​

​

​

120

​

​

​

​

​

129

​

​

Amortization of intangibles

​

​

​

​

51

​

​

​

​

​

53

​

​

​

​

​

56

​

​

Restructuring and other activities

​

​

​

​

24

​

​

​

​

​

9

​

​

​

​

​

2

​

​

Corporate expense allocation

​

​

​

​

26

​

​

​

​

​

24

​

​

​

​

​

24

​

​

Operating income

​

​

​

​

69

​

​

​

​

​

172

​

​

​

​

​

353

​

​

Other (income) expense

​

​

​

​

(3)

​

​

​

​

​

16

​

​

​

​

​

4

​

​

Interest expense

​

​

​

​

—

​

​

​

​

​

4

​

​

​

​

​

(1)

​

​

Income before income taxes

​

​

​

​

72

​

​

​

​

​

152

​

​

​

​

​

350

​

​

Income tax expense

​

​

​

​

34

​

​

​

​

​

33

​

​

​

​

​

40

​

​

Net income

​

​

​

$

38

​

​

​

​

$

119

​

​

​

​

$

310

​

​

Spinco

Combined Statements of Comprehensive Income
(in millions of dollars)

​

​

​

Fiscal years ended

​

​

​

​

September 30, 2023

​

​

October 1, 2022

​

​

October 2, 2021

​

Net income

​

​

​

$

38

​

​

​

​

$

119

​

​

​

​

$

310

​

​

Currency translation

​

​

​

​

66

​

​

​

​

​

(75)

​

​

​

​

​

27

​

​

Other comprehensive income (loss)

​

​

​

​

66

​

​

​

​

​

(75)

​

​

​

​

​

27

​

​

Comprehensive income

​

​

​

$

104

​

​

​

​

$

44

​

​

​

​

$

337

​

​

See notes to combined financial statements.

F-4

TABLE OF CONTENTS​

Spinco

Combined Balance Sheets
(in millions of dollars)

​

​

​

September 30, 2023

​

​

October 1, 2022

​

Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

Current assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

185

​

​

​

​

$

213

​

​

Short term investments

​

​

​

​

29

​

​

​

​

​

14

​

​

Accounts receivable, net

​

​

​

​

330

​

​

​

​

​

368

​

​

Inventories, net

​

​

​

​

243

​

​

​

​

​

281

​

​

Prepaid expenses and other current assets

​

​

​

​

46

​

​

​

​

​

43

​

​

Total current assets

​

​

​

​

833

​

​

​

​

​

919

​

​

Property, plant and equipment, net

​

​

​

​

998

​

​

​

​

​

1,006

​

​

Goodwill and intangible assets, net

​

​

​

​

1,069

​

​

​

​

​

1,106

​

​

Right-of-use assets

​

​

​

​

52

​

​

​

​

​

39

​

​

Other assets

​

​

​

​

75

​

​

​

​

​

75

​

​

Total assets

​

​

​

$

3,027

​

​

​

​

$

3,145

​

​

Liabilities and Parent Invested Equity

​

​

​

​

​

​

​

​

​

​

​

​

​

Current liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Accounts payable

​

​

​

$

265

​

​

​

​

$

291

​

​

Accrued expenses

​

​

​

​

139

​

​

​

​

​

145

​

​

Current portion of long-term debt

​

​

​

​

2

​

​

​

​

​

3

​

​

Total current liabilities

​

​

​

​

406

​

​

​

​

​

439

​

​

Long-term debt, less current portion

​

​

​

​

—

​

​

​

​

​

3

​

​

Deferred income taxes

​

​

​

​

83

​

​

​

​

​

88

​

​

Operating lease liabilities

​

​

​

​

41

​

​

​

​

​

30

​

​

Other long-term liabilities

​

​

​

​

107

​

​

​

​

​

98

​

​

Total liabilities

​

​

​

​

637

​

​

​

​

​

658

​

​

Commitments and Contingencies

​

​

​

​

​

​

​

​

​

​

​

​

​

Parent invested equity:

​

​

​

​

​

​

​

​

​

​

​

​

​

Parent investment in Spinco

​

​

​

​

2,561

​

​

​

​

​

2,724

​

​

Accumulated other comprehensive loss

​

​

​

​

(171)

​

​

​

​

​

(237)

​

​

Total parent invested equity

​

​

​

​

2,390

​

​

​

​

​

2,487

​

​

Total liabilities and parent invested equity

​

​

​

$

3,027

​

​

​

​

$

3,145

​

​

See notes to combined financial statements.

F-5

TABLE OF CONTENTS​

Spinco

Combined Statements of Cash Flows
(in millions of dollars)

​

​

​

Fiscal years ended

​

​

​

​

September 30, 2023

​

​

October 1, 2022

​

​

October 2, 2021

​

Cash Flows from Operating Activities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

​

​

​

$

38

​

​

​

​

$

119

​

​

​

​

$

310

​

​

Adjustments to reconcile net income to net cash from operating activities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Depreciation

​

​

​

​

118

​

​

​

​

​

115

​

​

​

​

​

111

​

​

Amortization of intangibles

​

​

​

​

51

​

​

​

​

​

53

​

​

​

​

​

56

​

​

Non-cash interest expense

​

​

​

​

5

​

​

​

​

​

4

​

​

​

​

​

4

​

​

Share-based compensation expense

​

​

​

​

7

​

​

​

​

​

7

​

​

​

​

​

6

​

​

Deferred income tax

​

​

​

​

(9)

​

​

​

​

​

(7)

​

​

​

​

​

(36)

​

​

Other non-cash operating activities, net

​

​

​

​

(10)

​

​

​

​

​

13

​

​

​

​

​

(7)

​

​

Changes in operating assets and liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accounts receivable

​

​

​

​

63

​

​

​

​

​

29

​

​

​

​

​

45

​

​

Inventories

​

​

​

​

49

​

​

​

​

​

22

​

​

​

​

​

(116)

​

​

Prepaid expenses and other assets

​

​

​

​

—

​

​

​

​

​

(6)

​

​

​

​

​

3

​

​

Accounts payable and other liabilities

​

​

​

​

(55)

​

​

​

​

​

(25)

​

​

​

​

​

4

​

​

Net cash from operating activities

​

​

​

​

257

​

​

​

​

​

324

​

​

​

​

​

380

​

​

Cash Flows from Investing Activities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Additions to property, plant and equipment, net

​

​

​

​

(88)

​

​

​

​

​

(104)

​

​

​

​

​

(131)

​

​

Other investing activities

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(10)

​

​

Net cash from investing activities

​

​

​

​

(88)

​

​

​

​

​

(104)

​

​

​

​

​

(141)

​

​

Cash Flows from Financing Activities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayment of long-term borrowings

​

​

​

​

(4)

​

​

​

​

​

(4)

​

​

​

​

​

(3)

​

​

Net transfers to Parent

​

​

​

​

(206)

​

​

​

​

​

(212)

​

​

​

​

​

(246)

​

​

Net cash from financing activities

​

​

​

​

(210)

​

​

​

​

​

(216)

​

​

​

​

​

(249)

​

​

Effect of currency translation on cash

​

​

​

​

13

​

​

​

​

​

(9)

​

​

​

​

​

4

​

​

Net change in cash and cash equivalents

​

​

​

​

(28)

​

​

​

​

​

(5)

​

​

​

​

​

(6)

​

​

Cash and cash equivalents at beginning of period

​

​

​

​

213

​

​

​

​

​

218

​

​

​

​

​

224

​

​

Cash and cash equivalents at end of period

​

​

​

$

185

​

​

​

​

$

213

​

​

​

​

$

218

​

​

See notes to combined financial statements.

F-6

TABLE OF CONTENTS​

Spinco

Combined Statements of Changes in Parent Invested Equity
(in millions of dollars)

​

​

​

Parent Investment in Spinco

​

​

Accumulated Other Comprehensive Loss

​

​

Total

​

Balance at September 26, 2020

​

​

​

$

2,740

​

​

​

​

$

(189)

​

​

​

​

$

2,551

​

​

Net income

​

​

​

​

310

​

​

​

​

​

—

​

​

​

​

​

310

​

​

Other comprehensive income (loss)

​

​

​

​

—

​

​

​

​

​

27

​

​

​

​

​

27

​

​

Transfers to Parent, net

​

​

​

​

(240)

​

​

​

​

​

—

​

​

​

​

​

(240)

​

​

Balance at October 2, 2021

​

​

​

$

2,810

​

​

​

​

$

(162)

​

​

​

​

$

2,648

​

​

Net income

​

​

​

​

119

​

​

​

​

​

—

​

​

​

​

​

119

​

​

Other comprehensive income (loss)

​

​

​

​

—

​

​

​

​

​

(75)

​

​

​

​

​

(75)

​

​

Transfers to Parent, net

​

​

​

​

(205)

​

​

​

​

​

—

​

​

​

​

​

(205)

​

​

Balance at October 1, 2022

​

​

​

$

2,724

​

​

​

​

$

(237)

​

​

​

​

$

2,487

​

​

Net income

​

​

​

​

38

​

​

​

​

​

—

​

​

​

​

​

38

​

​

Other comprehensive income (loss)

​

​

​

​

—

​

​

​

​

​

66

​

​

​

​

​

66

​

​

Transfers to Parent, net

​

​

​

​

(201)

​

​

​

​

​

—

​

​

​

​

​

(201)

​

​

Balance at September 30, 2023

​

​

​

$

2,561

​

​

​

​

$

(171)

​

​

​

​

$

2,390

​

​

See notes to combined financial statements.

F-7

TABLE OF CONTENTS​

Spinco

Notes to Combined Financial Statements
Fiscal years 2023, 2022 and 2021
(in millions of dollars, except as otherwise noted)

1.   Basis of Presentation and Summary of Significant Accounting Policies

The global nonwovens and hygiene films business (“Spinco” or the “Company”) of Berry is a leading global supplier of a broad range of innovative non-woven and related products that services global markets. Spinco sell its products predominantly into stable, consumer-oriented end markets, such as healthcare, personal care and infection prevention. Spinco’s customers consist of a mix of leading global, national and mid-sized regional businesses. For the fiscal year ended September 30, 2023 (“fiscal 2023”), Spinco’s top customer represented approximately 11% of net sales and its top ten customers represented approximately 45% of net sales. Spinco management believes Spinco’s manufacturing processes, manufacturing footprint and its ability to leverage its scale to reduce costs, positions Spinco as a low-cost manufacturer relative to its competitors.

Reverse Xxxxxx Trust-Type Transaction Anticipated in second half 2024

In February 2024, Xxxxx Global Group, Inc. (“Xxxxx”) entered into a definitive agreement to spin-off Spinco (a wholly owned subsidiary of Berry) and merge Spinco with Xxxxxxxxxx Corporation (“Xxxxxxxxxx”). Upon the completion of the transaction, stockholders of Berry will own approximately 90% of Magnera in addition to their continuing interest in Xxxxx. The transaction is expected to be tax-free to Xxxxx and its stockholders. The transaction is subject to certain customary closing conditions including, but not limited to, approval by Xxxxxxxxxx shareholders, the effective filing of related registration statements, completion of a tax-free spin-off and receipt of certain required foreign anti-trust approvals.

Basis of Presentation and Related Party Transactions

The combined financial statements were prepared on a stand-alone basis derived from the financial statements and accounting records of Xxxxx. Combined financial statements reflect the historical results of operations, financial position and cash flows of Spinco as it was historically managed and adjusted to conform with accounting principles generally accepted in the United States of America (U.S. GAAP). These combined financial statements are presented as if Spinco had operated on a stand-alone basis for fiscal periods ending September 30, 2023 (“fiscal 2023”), October 1, 2022 (“fiscal 2022”), and October 2, 2021 (“fiscal 2021”). Spinco is primarily comprised of a combination of various subsidiary companies of Berry in certain jurisdictions and separate legal entities. Fiscal 2023 and 2022 were based on a fifty-two-week period and fiscal 2021 was based on a fifty-three-week period.

Significant intercompany balances with Xxxxx that are outside the transaction perimeter have been eliminated. The assets and liabilities in the combined financial statements are wholly owned by Xxxxx. As a result, the combined financial statements included herein may not necessarily be indicative of Spinco’s financial position, results of operations or cash flows had it operated as a stand-alone entity during the periods presented, nor are they indicative of the financial position or results of operations going forward. All significant transactions between Spinco and Xxxxx have been included in the combined financial statements and are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the combined statement of cash flows as a financing activity and in the combined balance sheets as parent invested equity. In the combined statements of changes in parent invested equity, the Transfers to Parent, net is the net of a variety of intercompany transactions including collection of trade receivables, payment of trade payables and accrued liabilities, settlement of charges for various allocated Xxxxx expenses and payment of taxes on Spinco’s behalf.

The combined financial statements reflect the assets, liabilities and operations of the Spinco business. The Combined Financial Statements also include the recognition of certain assets and liabilities that have historically been recorded at the Xxxxx corporate level but which are specifically identifiable or otherwise attributable to Spinco. Spinco utilizes centralized functions of Xxxxx to support its operations, particularly in

F-8

TABLE OF CONTENTS

the U.S. Such expenses represent costs related, but not limited to, treasury, legal, accounting, insurance, information technology, human resources and other services. These costs are included within the Corporate expense allocation caption in the Combined Statements of Income. Where it is possible to specifically attribute such expenses to activities of Spinco, these amounts have been charged or credited directly to Spinco without allocation or apportionment. Allocation of all other such expenses is based on a reasonable reflection of the utilization of service provided or benefits received by Spinco during the periods presented on a consistent basis, such as earnings metrics and sales. Spinco management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by Spinco during the periods presented. However, these shared expenses may not represent the amounts that would have been incurred had Spinco operated autonomously or independently from Xxxxx. Actual costs that would have been incurred if Spinco had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions in various areas, including information technology and infrastructure. (See Note 6.)

Xxxxx uses a centralized approach to cash management, particularly in the U.S. Accordingly, U.S. cash and cash equivalents are held by Xxxxx at the corporate level and were not attributed to Spinco for any of the periods presented. Cash and cash equivalents in the combined financial statements relate to foreign entities. Transfers of cash, both to and from Xxxxx’x centralized cash management system, are reflected as a component of Parent investment in Spinco on the combined balance sheets and as a financing activity within the accompanying combined statement of cash flows. Intercompany transactions between the Company and Xxxxx have been included in these combined financial statements and are forgiven at the time the transaction is recorded. Debt obligations of Xxxxx have not been included in the combined financial statements of Spinco, because Spinco is not a party to the obligation between Xxxxx and the debt holders.

The income tax provision in the combined statements of income has been calculated as if Spinco was operating on a stand-alone basis and filed separate tax returns in the jurisdiction in which it operates. Spinco’s operations have historically been included in the Xxxxx U.S. federal and state tax returns or non-U.S. jurisdictions tax returns. Xxxxx’x global tax model has been developed based on its entire portfolio of businesses. Therefore, cash tax payments and items of current and deferred taxes may not be reflective of Spinco’s actual tax balances prior to or subsequent to Spinco operating as a stand-alone company.

Revenue Recognition and Accounts Receivable

Revenue is recognized when performance obligations are satisfied, in an amount reflecting the consideration to which the Company expects to be entitled. The Company’s management considers the promise to transfer products to be its sole performance obligation. Generally, revenue is recognized for standard promised goods at the time of shipment, when title and risk of loss pass to the customer. The Company disaggregates revenue based on geography. See Note 8 Segment and Geographic Data.

Accounts receivable are presented net of allowance for credit losses of $6 million at September 30, 2023, and October 1, 2022. The Company records its current expected credit losses based on a variety of factors including historical loss experience and current customer financial condition. The changes to the Company’s current expected credit losses, write-off activity and recoveries were not material for any of the periods presented.

Xxxxx has entered into various factoring agreements, including customer-based supply chain financing programs, to sell certain receivables to third-party financial institutions. Agreements which result in true sales of the transferred receivables, which occur when receivables are transferred without recourse to Xxxxx, are reflected as a reduction of trade accounts receivable, net on the combined balance sheets and the proceeds are included in the cash flows from operating activities in the combined statements of cash flows.

Research and Development

Research and development costs are expensed when incurred. The Company incurred research and development expenditures of $15 million, $16 million and $14 million in fiscal 2023, 2022 and 2021, respectively, which are included in Selling, general and administrative in the combined statements of income.

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TABLE OF CONTENTS

Share-Based Compensation

Spinco employees have historically participated in Xxxxx’x stock incentive plans for key employees and directors, primarily in the form of options and restricted stock units. Equity-based compensation expense has been either directly reported by or allocated to Spinco based on the awards and terms previously granted to Xxxxx’x employees. These costs were primarily included within the Selling, general and administrative caption of the Combined Statements of Income. Compensation expense for stock incentive plans is generally based on the grant-date fair value over the appropriate vesting period. The fair value for options granted has been estimated at the date of grant using a Black-Scholes model. The fair value of RSU’s is based upon the fair value of the shares at the grant date.

Foreign Currency

For the non-U.S. subsidiaries that account in a functional currency other than U.S. dollars, assets and liabilities are translated into U.S. dollars using period-end exchange rates. Sales and expenses are translated at the average exchange rates in effect during the period. Foreign currency translation gains and losses are included as a component of Accumulated other comprehensive loss within Parent Invested Equity in the combined balance sheets. Gains and losses resulting from foreign currency transactions are included in Other (income) expense in the combined statements of income.

Cash and Cash Equivalents

All highly liquid investments purchased with a maturity of three months or less from the time of purchase are considered to be cash equivalents.

Inventories

Inventories are stated at the lower of cost or net realizable value and are valued using the first-in, first-out method. The Company’s management periodically reviews inventory balances, using recent and future expected sales to identify slow-moving and/or obsolete items. The cost of spare parts with an expected useful life of less than 5 years is charged to cost of goods sold when purchased. Management evaluates the Company’s reserve for inventory obsolescence on a quarterly basis and reviews inventory on-hand to determine future salability. Management base their determinations on the age of the inventory and the experience of the Company’s personnel. The Company reserves inventory that management deem to be not salable in the quarter in which management makes the determination. Management believes, based on past history and the Company’s policies and procedures, that the Company’s net inventory is salable. Inventory, including reserves of $15 million and $13 million, as of fiscal 2023 and 2022, respectively, was:

​

​

​

2023

​

​

2022

​

Inventories:

​

​

​

​

​

​

​

​

​

​

​

​

​

Finished goods

​

​

​

$

145

​

​

​

​

$

153

​

​

Raw materials

​

​

​

​

98

​

​

​

​

​

128

​

​

​

​

​

​

$

243

​

​

​

​

$

281

​

​

Property, Plant and Equipment and Long-lived Assets

Property, plant and equipment are stated at cost. Depreciation is computed primarily by the straight-line method over the estimated useful lives of the assets ranging from 15 to 40 years for buildings and improvements, 2 to 20 years for machinery, equipment and tooling and over the term of the agreement for capital leases. Leasehold improvements are depreciated over the shorter of the useful life of the improvement or the lease term. Repairs and maintenance costs are charged to expense as incurred. Property, plant and equipment as of fiscal 2023 and 2022 was:

F-10

TABLE OF CONTENTS

​

​

​

2023

​

​

2022

​

Property, plant and equipment:

​

​

​

​

​

​

​

​

​

​

​

​

​

Land, buildings and improvements

​

​

​

$

383

​

​

​

​

$

362

​

​

Equipment and construction in progress

​

​

​

​

1,474

​

​

​

​

​

1,367

​

​

​

​

​

​

​

1,857

​

​

​

​

​

1,729

​

​

Less accumulated depreciation

​

​

​

​

(859)

​

​

​

​

​

(723)

​

​

​

​

​

​

$

998

​

​

​

​

$

1,006

​

​

Long-lived assets, including property, plant and equipment and definite lived intangible assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever facts and circumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an asset’s carrying value to the estimated undiscounted future cash flows the asset is expected to generate over its remaining life. If this process were to result in the conclusion that the carrying value of a long-lived asset would not be recoverable, a write-down of the asset to fair value would be recorded through a charge to operations. No impairments were recorded in the periods presented.

Goodwill

The changes in the carrying amount of goodwill are as follows:

​

​

​

Americas

​

​

Rest of World

​

​

Total

​

Balance as of fiscal 2021

​

​

​

$

584

​

​

​

​

$

216

​

​

​

​

$

800

​

​

Foreign currency translation adjustment

​

​

​

​

—

​

​

​

​

​

(18)

​

​

​

​

​

(18)

​

​

Balance as of fiscal 2022

​

​

​

$

584

​

​

​

​

$

198

​

​

​

​

$

782

​

​

Foreign currency translation adjustment

​

​

​

​

5

​

​

​

​

​

7

​

​

​

​

​

12

​

​

Balance as of fiscal 2023

​

​

​

$

589

​

​

​

​

$

205

​

​

​

​

$

794

​

​

As part of the carve-out process for fiscal 2023, the Company completed a quantitative test to evaluate impairment of goodwill in order to determine if the carrying value of any reporting unit exceeded its fair value. This was completed on the first day of the fourth fiscal quarter of fiscal 2023. The fair value for each reporting unit is estimated based on a combination of a comparative company market approach and a discounted cash flow analysis (income approach). The Company’s forecasts included long-term growth of 3%, modest margin expansion attributed to capital investments and normalization of energy inflation, and discount rates ranging from 10.5% to 11% being applied to the forecasted cash flows. Using the quantitative approach, the Company makes various estimates and assumptions in determining the estimated fair value of each reporting unit using a combination of discounted cash flow models and valuations based on earnings multiples for the Company’s public peer group. Discounted cash flow models are reliant on various assumptions, including projected business results, long-term growth factors and weighted-average cost of capital. Management judgment is involved in estimating these variables, and they include uncertainties since they are forecasting future events. As a result of the annual impairment evaluations, the Company concluded that no impairment existed in fiscal 2023. However, future declines in valuation market multiples, sustained lower earnings or macroeconomic challenges could impact future impairment tests.

In fiscal year 2022 and 2021, the Company completed a qualitative analysis to evaluate impairment of goodwill and concluded that it was more likely than not that the fair value for each reporting unit exceeded the carrying amount. The Company reached this conclusion based on the stable valuations within the packaging industry and operating results of the Company’s reporting units. As a result of the annual impairment evaluations the Company concluded that no impairment existed in fiscal 2022 and 2021.

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TABLE OF CONTENTS

Intangible Assets

​

​

​

Customer Relationships

​

​

Trademarks

​

​

Other Intangibles

​

​

Total

​

Balance as of fiscal 2021(a)

​

​

​

$

303

​

​

​

​

$

28

​

​

​

​

$

42

​

​

​

​

$

373

​

​

Foreign currency translation adjustment

​

​

​

​

—

​

​

​

​

​

(1)

​

​

​

​

​

(1)

​

​

​

​

​

(2)

​

​

Amortization expense

​

​

​

​

(48)

​

​

​

​

​

—

​

​

​

​

​

(5)

​

​

​

​

​

(53)

​

​

Additions

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

6

​

​

​

​

​

6

​

​

Balance as of fiscal 2022

​

​

​

$

255

​

​

​

​

$

27

​

​

​

​

$

42

​

​

​

​

$

324

​

​

Foreign currency translation adjustment

​

​

​

​

1

​

​

​

​

​

—

​

​

​

​

​

1

​

​

​

​

​

2

​

​

Amortization expense

​

​

​

​

(44)

​

​

​

​

​

—

​

​

​

​

​

(7)

​

​

​

​

​

(51)

​

​

Balance as of fiscal 2023

​

​

​

$

212

​

​

​

​

$

27

​

​

​

​

$

36

​

​

​

​

$

275

​

​

​

(a)

Net of Amortization of: $314 million Customer relationships, $3 million Trademarks, $36 million Other Intangibles

​

Customer relationships are being amortized using an accelerated amortization method which corresponds with the customer attrition rates used in the initial valuation of the intangibles over the estimated life of the relationships which range from 10 to 15 years. The Company has trademarks that total $26 million that are indefinite lived and management tests annually for impairment on the first day of the fourth quarter. Definite lived trademarks are being amortized using the straight-line method over the estimated life of the assets which are not more than 15 years. Other intangibles, which include technology and licenses, are being amortized using the straight-line method over the estimated life of the assets which range from 8 to 20 years. The Company completed the annual impairment test of its indefinite lived trademarks utilizing the qualitative method in 2023, 2022 and 2021 and noted no impairment.

Future amortization expense for definite lived intangibles as of fiscal 2023 for the next five fiscal years is $48 million, $46 million, $41 million, $39 million and $29 million each year for fiscal years ending 2024, 2025, 2026, 2027 and 2028, respectively.

Leases and Debt

The Company leases certain manufacturing facilities, warehouses, office space, manufacturing equipment, office equipment and automobiles. The Company recognizes right-of-use assets and lease liabilities for leases with original lease terms greater than one year based on the present value of lease payments over the lease term using the Company’s incremental borrowing rate on a collateralized basis. Short-term leases, with original lease terms of less than one year, are not recognized on the combined balance sheet. The Company is party to certain leases, namely for manufacturing facilities, which offer renewal options to extend the original lease term. Renewal options are included in the right-of-use asset and lease liability based on the Company’s assessment of the probability that the options will be exercised. See note 3. Commitments, Leases and Contingencies.

F-12

TABLE OF CONTENTS

At September 30, 2023, annual lease commitments were as follows:

Fiscal Year

​

​

Operating Leases

​

​

Finance Leases

​

2024

​

​

​

$

12

​

​

​

​

$

2

​

​

2025

​

​

​

​

10

​

​

​

​

​

—

​

​

2026

​

​

​

​

8

​

​

​

​

​

—

​

​

2027

​

​

​

​

7

​

​

​

​

​

—

​

​

2028

​

​

​

​

6

​

​

​

​

​

—

​

​

Thereafter

​

​

​

​

16

​

​

​

​

​

—

​

​

Total lease payments

​

​

​

​

59

​

​

​

​

​

2

​

​

Less: Interest

​

​

​

​

(7)

​

​

​

​

​

—

​

​

Present value of lease liabilities

​

​

​

$

52

​

​

​

​

$

2

​

​

Income Taxes

The Company accounts for income taxes under the asset and liability approach, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been recognized in the Company’s combined financial statements or income tax returns. Income taxes are recognized during the period in which the underlying transactions are recorded. Deferred taxes, with the exception of non-deductible goodwill, are provided for temporary differences between amounts of assets and liabilities as recorded for financial reporting purposes and such amounts as measured by tax laws. If the Company determines that a deferred tax asset arising from temporary differences is not likely to be utilized, the Company will establish a valuation allowance against that asset to record it at its expected realizable value. The Company recognizes uncertain tax positions when it is more likely than not that the tax position will be sustained upon examination by relevant taxing authorities, based on the technical merits of the position. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company’s effective tax rate is dependent on many factors including: the impact of enacted tax laws in jurisdictions in which the Company operates; the amount of earnings by jurisdiction, due to varying tax rates in each country; and the Company’s ability to utilize foreign tax credits related to foreign taxes paid on foreign earnings that will be remitted to the U.S.

Spinco income taxes as presented are calculated on a separate return basis, although Spinco’s operations have historically been included in Xxxxx’x U.S. federal and state tax returns or non-U.S. jurisdictions tax returns. As Spinco has operations in many jurisdictions that are unincorporated commercial units of Berry and its subsidiaries, stand-alone tax returns have not been filed for the operations in these jurisdictions. Accordingly, Xxxxxx’s tax results as presented are not necessarily reflective of the results that Spinco would have generated on a stand-alone basis. Xxxxxx’s combined balance sheets reflect assumptions regarding the expected manner of the spin-off of Spinco that would result in Xxxxx retaining certain tax attributes in a number of jurisdictions. As a result, the tax attributes that Xxxxx would retain in these jurisdictions have been eliminated from the Spinco combined balance sheets. The income tax expense of these items has been reflected in the combined statements of income, with a corresponding offset to Parent investment in Spinco. See Note 5. Income Taxes.

Comprehensive Income (Loss)

Comprehensive income (loss) is comprised of net income and other comprehensive income (loss). Other comprehensive income (loss) includes net unrealized gains or losses resulting from currency translations of foreign subsidiaries.

F-13

TABLE OF CONTENTS

The accumulated balances related to each component of other comprehensive income (loss) before reclassifications were as follows:

​

​

​

Currency Translation

​

​

Accumulated Other Comprehensive Loss

​

Balance as of fiscal 2020

​

​

​

$

(189)

​

​

​

​

$

(189)

​

​

Other comprehensive income

​

​

​

​

27

​

​

​

​

​

27

​

​

Balance as of fiscal 2021

​

​

​

$

(162)

​

​

​

​

$

(162)

​

​

Other comprehensive loss

​

​

​

​

(75)

​

​

​

​

​

(75)

​

​

Balance as of fiscal 2022

​

​

​

$

(237)

​

​

​

​

$

(237)

​

​

Other comprehensive income

​

​

​

​

66

​

​

​

​

​

66

​

​

Balance as of fiscal 2023

​

​

​

$

(171)

​

​

​

​

$

(171)

​

​

Use of Estimates

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make extensive use of estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of sales and expenses. Actual results could differ materially from these estimates. Changes in estimates are recorded in results of operations in the period that the event or circumstances giving rise to such changes occur.

Recently Issued Accounting Pronouncements

Effective September 27, 2020, the Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326). The new standard requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model, which includes historical experience, current conditions and reasonable and supportable forecasts. The adoption of this standard did not have a material impact on the Company’s combined financial statements.

Income Taxes

In December 2019, the FASB issued ASU 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes (Topic 740). The new guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. The Company adopted this standard effective for fiscal 2022. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

2.   Fair Value Measurements

Non-recurring Fair Value Measurements

The Company has certain assets that are measured at fair value on a non-recurring basis when impairment indicators are present or when the Company completes an acquisition. The Company adjusts certain long-lived assets to fair value only when the carrying values exceed the fair values. The categorization of the framework used to value the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value.

F-14

TABLE OF CONTENTS

Included in the following tables are the major categories of assets and their current carrying values, along with the impairment loss recognized on the fair value measurement for the fiscal years then ended:

​

​

​

2023

​

​

​

​

Level 1

​

​

Level 2

​

​

Level 3

​

​

Total

​

​

Impairment

​

Indefinite lived trademarks

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

26

​

​

​

​

$

26

​

​

​

​

$

—

​

​

Goodwill

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

794

​

​

​

​

​

794

​

​

​

​

​

—

​

​

Definite lived intangible assets

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

249

​

​

​

​

​

249

​

​

​

​

​

—

​

​

Property, plant and equipment

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

998

​

​

​

​

​

998

​

​

​

​

​

—

​

​

Total

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

2,067

​

​

​

​

$

2,067

​

​

​

​

$

—

​

​

​

​

​

2022

​

​

​

​

Level 1

​

​

Level 2

​

​

Level 3

​

​

Total

​

​

Impairment

​

Indefinite lived trademarks

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

26

​

​

​

​

$

26

​

​

​

​

$

—

​

​

Goodwill

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

782

​

​

​

​

​

782

​

​

​

​

​

—

​

​

Definite lived intangible assets

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

298

​

​

​

​

​

298

​

​

​

​

​

—

​

​

Property, plant and equipment

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

1,006

​

​

​

​

​

1,006

​

​

​

​

​

—

​

​

Total

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

2,112

​

​

​

​

$

2,112

​

​

​

​

$

—

​

​

Recurring Fair Value Measurements

In order to partially offset the hyperinflationary impact of cash held in Argentina, the Company holds short term investments in the region which are remeasured at fair value based on level 2 inputs, and had a balance of $29 million and $14 million as of the fiscal years ending 2023 and 2022, respectively.

In fiscal 2021, a subsidiary of the Company entered into a Virtual Power Purchase Agreement (the ‘‘VPPA’’) for the right to renewable energy credits. Under the VPPA, the Company agreed to purchase for a fixed price a portion of the output of both solar power projects being developed in Spain. At September 30, 2023, and October 1, 2022, the value of the agreement was $12 million and $18 million, respectively, and is recorded in Other Assets. Changes in the fair value of the asset are recorded in Cost of goods sold. The categorization of the framework used to value the assets is considered Level 3, based on the use of various unobservable inputs in the forward energy prices, fixed contractual price and the risk-free rate.

3.   Commitments, Leases and Contingencies

The Company has various purchase commitments for raw materials, supplies and property and equipment incidental to the ordinary conduct of business.

Leases

Supplemental lease information is as follows:

Leases

​

​

Classification

​

​

2023

​

​

2022

​

Operating leases:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating lease right-of-use assets

​

​

Right-of-use asset

​

​

​

$

52

​

​

​

​

$

39

​

​

Current operating lease liabilities

​

​

Accrued Expenses

​

​

​

​

11

​

​

​

​

​

9

​

​

Noncurrent operating lease liabilities

​

​

Operating lease liability

​

​

​

​

41

​

​

​

​

​

30

​

​

Finance leases:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Finance lease right-of-use assets

​

​

Property, plant and equipment, net

​

​

​

$

9

​

​

​

​

$

12

​

​

Current finance lease liabilities

​

​

Current portion of long-term debt

​

​

​

​

2

​

​

​

​

​

3

​

​

Noncurrent finance lease liabilities

​

​

Long-term debt, less current portion

​

​

​

​

—

​

​

​

​

​

3

​

​

F-15

TABLE OF CONTENTS

Lease Type

​

​

Cash Flow Classification

​

​

Lease Expense Category

​

​

2023

​

​

2022

​

Operating leases

​

​

Operating cash flows

​

​

Lease cost

​

​

​

$

12

​

​

​

​

$

11

​

​

Finance leases

​

​

Operating cash flows

​

​

Interest expense

​

​

​

​

—

​

​

​

​

​

—

​

​

Finance leases

​

​

Financing cash flows

​

​

—

​

​

​

​

4

​

​

​

​

​

3

​

​

Finance leases

​

​

—

​

​

Amortization of right-of-use assets

​

​

​

​

3

​

​

​

​

​

3

​

​

​

​

​

2023

​

​

2022

​

Weighted-average remaining lease term – operating leases

​

​

4 years

​

​

4 years

​

Weighted-average remaining lease term – finance leases

​

​

1 years

​

​

2 years

​

Weighted-average discount rate – operating leases

​

​

​

​

3.1%

​

​

​

​

​

3.1%

​

​

Weighted-average discount rate – finance leases

​

​

​

​

4.5%

​

​

​

​

​

4.5%

​

​

Right-of-use assets obtained in exchange for new operating lease liabilities were $16 million for fiscal 2023.

Litigation

The Company is party to various legal proceedings involving routine claims which are incidental to its business. Although the Company’s legal and financial liability with respect to such proceedings cannot be estimated with certainty, the Company believes that any ultimate liability would not be material to its combined financial position, results of operations or cash flows.

Tax Claims

As part of a previous acquisition, the Company acquired a liability related to certain tax claims treated as a deferred purchase price (the “Deferred Consideration”). The Deferred Consideration accretes at a rate of 9.5% per annum compounded daily, which shall be paid to the selling stockholders of the previous acquisition to the extent certain existing and potential tax claims are resolved. At September 30, 2023, and October 1, 2022, the outstanding balance of the Deferred Consideration was $52 million and $44 million, respectively. If the Company incurs actual tax liability with respect to the tax claims, the amount of the Deferred Consideration owed to the selling stockholders will be reduced by the amount of such actual tax liability. The Company will be responsible for any actual tax liability in excess of the Deferred Consideration. The Deferred Consideration is reflected on the combined balance sheets in Other long-term liabilities as the settlement of existing and potential claims is expected to be greater than one year.

4.   Accrued Expenses

The following tables sets forth the totals included in Accrued expenses as of fiscal year end.

​

​

​

2023

​

​

2022

​

Employee compensation, payroll and other

​

​

​

$

44

​

​

​

​

$

42

​

​

Accrued taxes

​

​

​

​

44

​

​

​

​

​

39

​

​

Operating lease liabilities

​

​

​

​

11

​

​

​

​

​

9

​

​

Other

​

​

​

​

40

​

​

​

​

​

55

​

​

​

​

​

​

$

139

​

​

​

​

$

145

​

​

F-16

TABLE OF CONTENTS

5.   Income Taxes

The Company is being taxed at the U.S. corporate level as a C-Corporation and has provided U.S. Federal, State and foreign income taxes. Significant components of income tax expense for the fiscal years ended are as follows:

​

​

​

2023

​

​

2022

​

​

2021

​

Current

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Federal

​

​

​

$

12

​

​

​

​

$

4

​

​

​

​

$

4

​

​

State

​

​

​

​

1

​

​

​

​

​

1

​

​

​

​

​

2

​

​

Non-U.S.

​

​

​

​

30

​

​

​

​

​

35

​

​

​

​

​

70

​

​

Total current

​

​

​

​

43

​

​

​

​

​

40

​

​

​

​

​

76

​

​

Deferred:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Federal

​

​

​

​

(5)

​

​

​

​

​

(1)

​

​

​

​

​

11

​

​

State

​

​

​

​

(2)

​

​

​

​

​

(1)

​

​

​

​

​

—

​

​

Non-U.S.

​

​

​

​

(2)

​

​

​

​

​

(5)

​

​

​

​

​

(47)

​

​

Total deferred

​

​

​

​

(9)

​

​

​

​

​

(7)

​

​

​

​

​

(36)

​

​

Expense for income taxes

​

​

​

$

34

​

​

​

​

$

33

​

​

​

​

$

40

​

​

U.S. income before income taxes was $15 million, $30 million and $70 million for fiscal 2023, 2022 and 2021, respectively. Non-U.S. income before income taxes was $57 million, $122 million and $280 million for fiscal 2023, 2022 and 2021, respectively. The Company paid cash taxes of $29 million, $52 million and $66 million in fiscal 2023, 2022 and 2021, respectively.

The reconciliation between U.S. Federal income tax expense at the statutory rate and the Company’s expense for income taxes for fiscal years ended are as follows:

​

​

​

2023

​

​

2022

​

​

2021

​

U.S. Federal income tax expense at the statutory rate

​

​

​

$

15

​

​

​

​

$

32

​

​

​

​

$

74

​

​

Adjustments to reconcile to the income tax provision:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U.S. state income tax expense

​

​

​

​

—

​

​

​

​

​

1

​

​

​

​

​

2

​

​

Federal and state credits

​

​

​

​

(1)

​

​

​

​

​

(1)

​

​

​

​

​

(1)

​

​

Share-based compensation

​

​

​

​

—

​

​

​

​

​

(1)

​

​

​

​

​

(1)

​

​

Withholding taxes

​

​

​

​

6

​

​

​

​

​

2

​

​

​

​

​

4

​

​

Changes in foreign valuation allowance

​

​

​

​

5

​

​

​

​

​

2

​

​

​

​

​

(10)

​

​

Foreign income taxed in the U.S.

​

​

​

​

1

​

​

​

​

​

2

​

​

​

​

​

2

​

​

Rate differences between U.S. and foreign

​

​

​

​

3

​

​

​

​

​

9

​

​

​

​

​

15

​

​

Brazil provision to return

​

​

​

​

—

​

​

​

​

​

3

​

​

​

​

​

(9)

​

​

Foreign intercompany write off

​

​

​

​

—

​

​

​

​

​

3

​

​

​

​

​

—

​

​

Foreign restructuring benefit

​

​

​

​

—

​

​

​

​

​

(8)

​

​

​

​

​

—

​

​

Brazil ICMS rate reduction

​

​

​

​

(2)

​

​

​

​

​

(3)

​

​

​

​

​

(3)

​

​

Uncertain tax positions

​

​

​

​

2

​

​

​

​

​

(12)

​

​

​

​

​

—

​

​

Permanent foreign currency differences

​

​

​

​

(1)

​

​

​

​

​

—

​

​

​

​

​

(30)

​

​

Other

​

​

​

​

6

​

​

​

​

​

4

​

​

​

​

​

(3)

​

​

Expense for income taxes

​

​

​

$

34

​

​

​

​

$

33

​

​

​

​

$

40

​

​

F-17

TABLE OF CONTENTS

Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the net deferred income tax liability as of fiscal years ended are as follows:

​

​

​

2023

​

​

2022

​

Deferred tax assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

Accrued liabilities and reserves

​

​

​

$

6

​

​

​

​

$

6

​

​

Inventories

​

​

​

​

5

​

​

​

​

​

3

​

​

Net operating loss carryforward

​

​

​

​

108

​

​

​

​

​

110

​

​

Lease liability

​

​

​

​

9

​

​

​

​

​

12

​

​

Foreign tax credit carryforward

​

​

​

​

15

​

​

​

​

​

10

​

​

Capitalization research and development expenditures

​

​

​

​

6

​

​

​

​

​

—

​

​

Other

​

​

​

​

—

​

​

​

​

​

4

​

​

Total deferred tax assets

​

​

​

​

149

​

​

​

​

​

145

​

​

Valuation allowance

​

​

​

​

(23)

​

​

​

​

​

(20)

​

​

Total deferred tax assets, net of valuation allowance

​

​

​

​

126

​

​

​

​

​

125

​

​

Deferred tax liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Property, plant and equipment

​

​

​

​

75

​

​

​

​

​

81

​

​

Intangible assets

​

​

​

​

59

​

​

​

​

​

68

​

​

Leased asset

​

​

​

​

9

​

​

​

​

​

12

​

​

Other

​

​

​

​

12

​

​

​

​

​

4

​

​

Total deferred tax liabilities

​

​

​

​

155

​

​

​

​

​

165

​

​

Net deferred tax liability

​

​

​

$

(29)

​

​

​

​

$

(40)

​

​

The Company had $54 million and $48 million of net deferred tax assets recorded in Other assets, and $83 million and $88 million of net deferred tax liabilities recorded in Deferred income taxes on the Combined Balance Sheets as of the fiscal years ended 2023 and 2022, respectively.

As of September 30, 2023, the Company has recorded deferred tax assets related to federal, state and foreign net operating losses, interest expense and tax credits. These attributes are spread across multiple jurisdictions and generally have expiration periods beginning in 2024 while a portion remains available indefinitely. Each attribute has been assessed for realization and a valuation allowance is recorded against the deferred tax assets to bring the net amount recorded to the amount more likely than not to be realized. The valuation allowance against deferred tax assets was $23 million and $20 million as of the fiscal years ended 2023 and 2022, respectively, related to the foreign and U.S. federal and state operations.

The Company is permanently reinvested except to the extent the foreign earnings are previously taxed or to the extent that the Company has sufficient basis in its non-U.S. subsidiaries to repatriate earnings on an income tax free basis.

Uncertain Tax Positions

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits for fiscal years ended:

​

​

​

2023

​

​

2022

​

Beginning unrecognized tax benefits

​

​

​

$

16

​

​

​

​

$

28

​

​

Gross decreases – tax positions in prior periods

​

​

​

​

—

​

​

​

​

​

(4)

​

​

Gross increases – current period tax positions

​

​

​

​

1

​

​

​

​

​

—

​

​

Settlements

​

​

​

​

—

​

​

​

​

​

(8)

​

​

Ending unrecognized tax benefits

​

​

​

$

17

​

​

​

​

$

16

​

​

F-18

TABLE OF CONTENTS

As of fiscal year end 2023, the amount of unrecognized tax benefit that, if recognized, would affect the Company’s effective tax rate was $17 million and the Company had $8 million accrued for payment of interest and penalties related to its uncertain tax positions. The Company’s penalties and interest related to uncertain tax positions are included in income tax expense.

As a result of global operations, the Company files income tax returns in the U.S. federal, various state and local and foreign jurisdictions and is routinely subject to examination by taxing authorities throughout the world. Excluding potential adjustments to net operating losses, the U.S. federal and state income tax returns are no longer subject to income tax assessments for years before 2019. With few exceptions, the major foreign jurisdictions are no longer subject to income tax assessments for years before 2016.

6.   Corporate Expense Allocation

Based on management estimates, $26 million, $24 million and $24 million, of general corporate expenses including information technology, accounting, legal, human resources and other services were allocated to Spinco during the fiscal years ended September 30, 2023, October 1, 2022, and October 2, 2021, respectively. Management estimates corporate costs on a standalone basis would have been approximately $17 million to $22 million per year.

7.   Restructuring and Other Activities

The Company has announced various restructuring plans in the last three fiscal years which included shutting down and rationalizing facilities. In all instances, the majority of the operations from rationalized facilities was transferred to other facilities within the respective reportable segment. During fiscal 2021, 2022 and 2023, the Company did not shut down any facilities with significant net sales.

The table below sets forth the significant components of the restructuring transaction and other activities, including supply chain financings activity charges recognized for the fiscal years ended, by reportable segment:

​

​

​

2023

​

​

2022

​

​

2021

​

Americas

​

​

​

$

17

​

​

​

​

$

5

​

​

​

​

$

2

​

​

Rest of World

​

​

​

​

7

​

​

​

​

​

4

​

​

​

​

​

—

​

​

Consolidated

​

​

​

$

24

​

​

​

​

$

9

​

​

​

​

$

2

​

​

The table below sets forth the activity with respect to the restructuring charges and the impact on the Company’s accrued restructuring reserves:

​

​

​

Restructuring

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Employee Severance and Benefits

​

​

Facility Exit Costs

​

​

Non-cash Impairment Charges

​

​

Other Activities

​

​

Total

​

Balance as of fiscal 2020

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Charges

​

​

​

​

1

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

1

​

​

​

​

​

2

​

​

Cash

​

​

​

​

(1)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(1)

​

​

​

​

​

(2)

​

​

Balance as of fiscal 2021

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

Charges

​

​

​

​

1

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

8

​

​

​

​

​

9

​

​

Cash

​

​

​

​

(1)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(4)

​

​

​

​

​

(5)

​

​

Balance as of fiscal 2022

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

4

​

​

​

​

$

4

​

​

Charges

​

​

​

​

10

​

​

​

​

​

1

​

​

​

​

​

—

​

​

​

​

​

13

​

​

​

​

​

24

​

​

Cash

​

​

​

​

(10)

​

​

​

​

​

(1)

​

​

​

​

​

—

​

​

​

​

​

(17)

​

​

​

​

​

(28)

​

​

Balance as of fiscal 2023

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

Since 2021, cumulative costs attributed to restructuring programs total $13 million.

F-19

TABLE OF CONTENTS

8. Segment and Geographic Data

Spinco’s operations are organized into two reportable segments: Americas and Rest of World. The structure is designed to align Spinco with its customers, provide improved service and drive future growth in a cost-efficient manner.

Selected information by reportable segment is presented in the following tables:

​

​

​

2023

​

​

2022

​

​

2021

​

Net sales

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Americas

​

​

​

$

1,531

​

​

​

​

$

1,909

​

​

​

​

$

1,894

​

​

Rest of World

​

​

​

​

744

​

​

​

​

​

894

​

​

​

​

​

933

​

​

Total

​

​

​

$

2,275

​

​

​

​

$

2,803

​

​

​

​

$

2,827

​

​

Operating income

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Americas

​

​

​

$

81

​

​

​

​

$

152

​

​

​

​

$

265

​

​

Rest of World

​

​

​

​

(12)

​

​

​

​

​

20

​

​

​

​

​

88

​

​

Total

​

​

​

$

69

​

​

​

​

$

172

​

​

​

​

$

353

​

​

Depreciation and amortization

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Americas

​

​

​

$

119

​

​

​

​

$

121

​

​

​

​

$

120

​

​

Rest of World

​

​

​

​

50

​

​

​

​

​

47

​

​

​

​

​

47

​

​

Total

​

​

​

$

169

​

​

​

​

$

168

​

​

​

​

$

167

​

​

​

​

​

2023

​

​

2022

​

Total assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

Americas

​

​

​

$

2,037

​

​

​

​

$

2,136

​

​

Rest of World

​

​

​

​

990

​

​

​

​

​

1,009

​

​

Total assets

​

​

​

$

3,027

​

​

​

​

$

3,145

​

​

​

​

​

2023

​

​

2022

​

Long-lived assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

Americas

​

​

​

$

1,617

​

​

​

​

$

1,677

​

​

Rest of World

​

​

​

​

577

​

​

​

​

​

549

​

​

Total long-lived assets

​

​

​

$

2,194

​

​

​

​

$

2,226

​

​

F-20

TABLE OF CONTENTS​​

Spinco

Combined Statements of Income
(Unaudited)
(in millions of dollars)

​

​

​

Three Quarterly Periods Ended

​

​

​

​

June 29, 2024

​

​

July 01, 2023

​

Net sales

​

​

​

$

1,633

​

​

​

​

$

1,733

​

​

Costs and expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

Cost of goods sold

​

​

​

​

1,454

​

​

​

​

​

1,513

​

​

Selling, general and administrative

​

​

​

​

82

​

​

​

​

​

85

​

​

Amortization of intangibles

​

​

​

​

36

​

​

​

​

​

38

​

​

Restructuring and other activities

​

​

​

​

18

​

​

​

​

​

18

​

​

Corporate expense allocation

​

​

​

​

17

​

​

​

​

​

21

​

​

Operating income

​

​

​

​

26

​

​

​

​

​

58

​

​

Other (income)

​

​

​

​

(1)

​

​

​

​

​

(1)

​

​

Interest (income) expense

​

​

​

​

3

​

​

​

​

​

(1)

​

​

Income before income taxes

​

​

​

​

24

​

​

​

​

​

60

​

​

Income tax (benefit) expense

​

​

​

​

(1)

​

​

​

​

​

18

​

​

Net income

​

​

​

$

25

​

​

​

​

$

42

​

​

Spinco

Combined Statements of Comprehensive Income
(Unaudited)
(in millions of dollars)

​

​

​

Three Quarterly Periods Ended

​

​

​

​

June 29, 2024

​

​

July 01, 2023

​

Net income

​

​

​

$

25

​

​

​

​

$

42

​

​

Currency translation

​

​

​

​

(19)

​

​

​

​

​

99

​

​

Other comprehensive (loss) income

​

​

​

​

(19)

​

​

​

​

​

99

​

​

Comprehensive income

​

​

​

$

6

​

​

​

​

$

141

​

​

See notes to combined financial statements.

F-21

TABLE OF CONTENTS​

Spinco

Combined Balance Sheets
(in millions of dollars)

​

​

​

June 29, 2024

​

​

September 30, 2023

​

​

​

​

(Unaudited)

​

​

​

​

​

​

​

Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

Current assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

176

​

​

​

​

$

185

​

​

Short term investments

​

​

​

​

—

​

​

​

​

​

29

​

​

Accounts receivable, net

​

​

​

​

347

​

​

​

​

​

330

​

​

Finished goods

​

​

​

​

174

​

​

​

​

​

145

​

​

Raw materials and supplies

​

​

​

​

113

​

​

​

​

​

98

​

​

Prepaid expenses and other current assets

​

​

​

​

62

​

​

​

​

​

46

​

​

Total current assets

​

​

​

​

872

​

​

​

​

​

833

​

​

Property, plant and equipment, net

​

​

​

​

957

​

​

​

​

​

998

​

​

Goodwill and intangible assets, net

​

​

​

​

1,027

​

​

​

​

​

1,069

​

​

Right-of-use assets

​

​

​

​

49

​

​

​

​

​

52

​

​

Other assets

​

​

​

​

71

​

​

​

​

​

75

​

​

Total assets

​

​

​

$

2,976

​

​

​

​

$

3,027

​

​

Liabilities and Parent Invested Equity

​

​

​

​

​

​

​

​

​

​

​

​

​

Current liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Accounts payable

​

​

​

$

238

​

​

​

​

$

265

​

​

Accrued expenses

​

​

​

​

137

​

​

​

​

​

139

​

​

Current portion of long-term debt

​

​

​

​

—

​

​

​

​

​

2

​

​

Total current liabilities

​

​

​

​

375

​

​

​

​

​

406

​

​

Deferred income taxes

​

​

​

​

72

​

​

​

​

​

83

​

​

Operating lease liabilities

​

​

​

​

38

​

​

​

​

​

41

​

​

Other long-term liabilities

​

​

​

​

97

​

​

​

​

​

107

​

​

Total liabilities

​

​

​

​

582

​

​

​

​

​

637

​

​

Commitments and Contingencies

​

​

​

​

​

​

​

​

​

​

​

​

​

Parent invested equity:

​

​

​

​

​

​

​

​

​

​

​

​

​

Parent investment in Spinco

​

​

​

​

2,584

​

​

​

​

​

2,561

​

​

Accumulated other comprehensive loss

​

​

​

​

(190)

​

​

​

​

​

(171)

​

​

Total parent invested equity

​

​

​

​

2,394

​

​

​

​

​

2,390

​

​

Total liabilities and parent invested equity

​

​

​

$

2,976

​

​

​

​

$

3,027

​

​

See notes to combined financial statements.

F-22

TABLE OF CONTENTS​

Spinco

Combined Statements of Cash Flows
(Unaudited)
(in millions of dollars)

​

​

​

Three Quarterly Periods Ended

​

​

​

​

June 29, 2024

​

​

July 1, 2023

​

Cash Flows from Operating Activities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

​

​

​

$

25

​

​

​

​

$

42

​

​

Adjustments to reconcile net income to net cash from operating activities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Depreciation

​

​

​

​

94

​

​

​

​

​

88

​

​

Amortization of intangibles

​

​

​

​

36

​

​

​

​

​

38

​

​

Non-cash interest expense

​

​

​

​

4

​

​

​

​

​

3

​

​

Share-based compensation expense

​

​

​

​

6

​

​

​

​

​

6

​

​

Deferred income tax

​

​

​

​

(9)

​

​

​

​

​

(3)

​

​

Other non-cash operating activities, net

​

​

​

​

2

​

​

​

​

​

(7)

​

​

Changes in operating assets and liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Accounts receivable

​

​

​

​

(22)

​

​

​

​

​

46

​

​

Inventories

​

​

​

​

(47)

​

​

​

​

​

25

​

​

Prepaid expenses and other assets

​

​

​

​

(21)

​

​

​

​

​

(19)

​

​

Accounts payable and other liabilities

​

​

​

​

(37)

​

​

​

​

​

(123)

​

​

Net cash from operating activities

​

​

​

​

31

​

​

​

​

​

96

​

​

Cash Flows from Investing Activities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Additions to property, plant and equipment, net

​

​

​

​

(56)

​

​

​

​

​

(68)

​

​

Other investing activities

​

​

​

​

29

​

​

​

​

​

—

​

​

Net cash from investing activities

​

​

​

​

(27)

​

​

​

​

​

(68)

​

​

Cash Flows from Financing Activities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Repayment of long-term borrowings

​

​

​

​

(3)

​

​

​

​

​

(3)

​

​

Net transfers to Parent

​

​

​

​

(8)

​

​

​

​

​

(74)

​

​

Net cash from financing activities

​

​

​

​

(11)

​

​

​

​

​

(77)

​

​

Effect of currency translation on cash

​

​

​

​

(2)

​

​

​

​

​

17

​

​

Net change in cash and cash equivalents

​

​

​

​

(9)

​

​

​

​

​

(32)

​

​

Cash and cash equivalents at beginning of period

​

​

​

​

185

​

​

​

​

​

213

​

​

Cash and cash equivalents at end of period

​

​

​

$

176

​

​

​

​

$

181

​

​

See notes to combined financial statements.

F-23

TABLE OF CONTENTS​

Spinco

Combined Statements of Changes in Parent Invested Equity
(Unaudited)
(in millions of dollars)

Three Quarterly Periods Ended

​

​

Parent Investment in Spinco

​

​

Accumulated Other Comprehensive Loss

​

​

Total

​

Balance at October 1, 2022

​

​

​

$

2,724

​

​

​

​

$

(237)

​

​

​

​

$

2,487

​

​

Net income

​

​

​

​

42

​

​

​

​

​

—

​

​

​

​

​

42

​

​

Other comprehensive income

​

​

​

​

—

​

​

​

​

​

99

​

​

​

​

​

99

​

​

Transfers to Parent, net

​

​

​

​

(68)

​

​

​

​

​

—

​

​

​

​

​

(68)

​

​

Balance at July 1, 2023

​

​

​

$

2,698

​

​

​

​

$

(138)

​

​

​

​

$

2,560

​

​

Balance at September 30, 2023

​

​

​

$

2,561

​

​

​

​

$

(171)

​

​

​

​

$

2,390

​

​

Net income

​

​

​

​

25

​

​

​

​

​

—

​

​

​

​

​

25

​

​

Other comprehensive (loss)

​

​

​

​

—

​

​

​

​

​

(19)

​

​

​

​

​

(19)

​

​

Transfers to Parent, net

​

​

​

​

(2)

​

​

​

​

​

—

​

​

​

​

​

(2)

​

​

Balance at June 29, 2024

​

​

​

$

2,584

​

​

​

​

$

(190)

​

​

​

​

$

2,394

​

​

See notes to combined financial statements.

F-24

TABLE OF CONTENTS​

Spinco

Notes to Combined Financial Statements
(Unaudited)
(in millions of dollars, except as otherwise noted)

1.   Basis of Presentation

The global nonwovens and hygiene films business (“Spinco” or the “Company”) of Berry is a leading global supplier of a broad range of innovative non-woven and related products that services global markets. Spinco sells its products predominantly into stable, consumer-oriented end markets, such as healthcare, personal care and infection prevention. Spinco’s customers consist of a mix of leading global, national and mid-sized regional businesses. Spinco management believes Spinco’s manufacturing processes, manufacturing footprint and its ability to leverage its scale to reduce costs, positions Spinco as a low-cost manufacturer relative to its competitors.

Reverse Xxxxxx Trust-Type Transaction Anticipated in second half 2024

In February 2024, Xxxxx entered into a definitive agreement to spin-off Spinco (a wholly owned subsidiary of Berry) and merge with Glatfelter. Upon the completion of the transaction, stockholders of Berry will own approximately 90% of Magnera in addition to their continuing interest in Xxxxx. The transaction is expected to be tax-free to Xxxxx and its stockholders. The transaction is subject to certain customary closing conditions including, but not limited to, approval by Xxxxxxxxxx shareholders, the effective filing of related registration statements, completion of a tax-free spin-off and receipt of certain required foreign anti-trust approvals.

Basis of Presentation and Related Party Transactions

The combined financial statements were prepared on a stand-alone basis derived from the financial statements and accounting records of Xxxxx. Combined financial statements reflect the historical results of operations, financial position and cash flows of Spinco as it was historically managed and adjusted to conform with accounting principles generally accepted in the United States of America (U.S. GAAP). These combined financial statements are presented as if Spinco had operated on a stand-alone basis for the three quarterly periods ending June 29, 2024, and July 1, 2023. Spinco is primarily comprised of a combination of various subsidiary companies of Berry in certain jurisdictions and separate legal entities.

Significant intercompany balances with Xxxxx that are outside the transaction perimeter have been eliminated. The assets and liabilities in the combined financial statements are wholly owned by Xxxxx. As a result, the combined financial statements included herein may not necessarily be indicative of Spinco’s financial position, results of operations or cash flows had it operated as a stand-alone entity during the periods presented, nor are they indicative of the financial position or results of operations going forward. All significant transactions between Spinco and Xxxxx have been included in the combined financial statements and are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the combined statement of cash flows as a financing activity and in the combined balance sheets as parent invested equity. In the combined statements of changes in parent invested equity, the Transfers to Parent, net is the net of a variety of intercompany transactions including collection of trade receivables, payment of trade payables and accrued liabilities, settlement of charges for various allocated Xxxxx expenses, and payment of taxes on Spinco’s behalf.

The combined financial statements reflect the assets, liabilities and operations of the Spinco business. The Combined Financial Statements also include the recognition of certain assets and liabilities that have historically been recorded at the Xxxxx corporate level but which are specifically identifiable or otherwise attributable to Spinco. Spinco utilizes centralized functions of Xxxxx to support its operations, particularly in the U.S. Such expenses represent costs related, but not limited to, treasury, legal, accounting, insurance, information technology, human resources and other services. These costs are included within the Corporate expense allocation caption in the Combined Statements of Income. Where it is possible to specifically attribute such expenses to activities of Spinco, these amounts have been charged or credited directly to Spinco

F-25

TABLE OF CONTENTS

without allocation or apportionment. Allocation of all other such expenses is based on a reasonable reflection of the utilization of service provided or benefits received by Spinco during the periods presented on a consistent basis, such as earnings metrics and sales. Spinco management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by Spinco during the periods presented. However, these shared expenses may not represent the amounts that would have been incurred had Spinco operated autonomously or independently from Xxxxx. Actual costs that would have been incurred if Spinco had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions in various areas, including information technology and infrastructure. (See Note 5.)

Xxxxx uses a centralized approach to cash management, particularly in the U.S. Accordingly, U.S. cash and cash equivalents are held by Xxxxx at the corporate level and were not attributed to Spinco for any of the periods presented. Cash and cash equivalents in the combined financial statements relate to foreign entities. Transfers of cash, both to and from Xxxxx’x centralized cash management system, are reflected as a component of Parent investment in Spinco on the combined balance sheets and as a financing activity within the accompanying combined statement of cash flows. Intercompany transactions between the Company and Xxxxx have been included in these combined financial statements and are forgiven at the time the transaction is recorded. Debt obligations of Xxxxx have not been included in the combined financial statements of Spinco, because Spinco is not a party to the obligation between Xxxxx and the debt holders.

The income tax provision in the combined statements of income has been calculated as if Spinco was operating on a stand-alone basis and filed separate tax returns in the jurisdiction in which it operates. Spinco’s operations have historically been included in the Xxxxx U.S. federal and state tax returns or non-U.S. jurisdictions tax returns. Xxxxx’x global tax model has been developed based on its entire portfolio of businesses. Therefore, cash tax payments and items of current and deferred taxes may not be reflective of Spinco’s actual tax balances prior to or subsequent to Spinco operating as a stand-alone company.

Use of Estimates

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make extensive use of estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of sales and expenses. Actual results could differ materially from these estimates. Changes in estimates are recorded in results of operations in the period that the event or circumstances giving rise to such changes occur.

2.   Revenue Recognition and Accounts Receivable

Revenue is recognized when performance obligations are satisfied, in an amount reflecting the consideration to which the Company expects to be entitled. The Company’s management considers the promise to transfer products to be its sole performance obligation. Generally, revenue is recognized at a point in time for standard promised goods at the time of shipment when title and risk of loss pass to the customer. The Company disaggregates revenue based on geography. See Note 7 Segment Data.

Accounts receivable are presented net of allowance for credit losses of $7 and $6 million at June 29, 2024, and September 30, 2023, respectively. The Company records its current expected credit losses based on a variety of factors including historical loss experience and current customer financial condition. The changes to the Company’s current expected credit losses, write-off activity and recoveries were not material for any of the periods presented.

Xxxxx has entered into various factoring agreements, including customer-based supply chain financing programs, to sell certain receivables to third-party financial institutions. Agreements which result in true sales of the transferred receivables, which occur when receivables are transferred without recourse to Xxxxx, are reflected as a reduction of trade accounts receivable, net on the combined balance sheets and the proceeds are included in the cash flows from operating activities in the combined statements of cash flows.

F-26

TABLE OF CONTENTS

3.   Fair Value Measurements

Non-recurring Fair Value Measurements

The Company has certain assets that are measured at fair value on a non-recurring basis when impairment indicators are present or when the Company completes an acquisition. The Company adjusts certain long-lived assets to fair value only when the carrying values exceed the fair values. The categorization of the framework used to value the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value.

Included in the following tables are the major categories of assets and their current carrying values, along with the impairment loss recognized on the fair value measurement for the nine months then ended:

​

​

​

As of June 29, 2024

​

​

​

​

Level 1

​

​

Level 2

​

​

Level 3

​

​

Total

​

​

Impairment

​

Indefinite lived trademarks

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

27

​

​

​

​

$

27

​

​

​

​

$

—

​

​

Goodwill

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

789

​

​

​

​

​

789

​

​

​

​

​

—

​

​

Definite lived intangible assets

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

211

​

​

​

​

​

211

​

​

​

​

​

—

​

​

Property, plant and equipment

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

957

​

​

​

​

​

957

​

​

​

​

​

—

​

​

Total

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

1,984

​

​

​

​

$

1,984

​

​

​

​

$

—

​

​

​

​

​

As of September 30, 2023

​

​

​

​

Level 1

​

​

Level 2

​

​

Level 3

​

​

Total

​

​

Impairment

​

Indefinite lived trademarks

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

26

​

​

​

​

$

26

​

​

​

​

$

—

​

​

Goodwill

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

794

​

​

​

​

​

794

​

​

​

​

​

—

​

​

Definite lived intangible assets

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

249

​

​

​

​

​

249

​

​

​

​

​

—

​

​

Property, plant and equipment

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

998

​

​

​

​

​

998

​

​

​

​

​

—

​

​

Total

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

2,067

​

​

​

​

$

2,067

​

​

​

​

$

—

​

​

Recurring Fair Value Measurements

In order to partially offset the hyperinflationary impact of cash held in Argentina, the Company held short term investments in the region which are remeasured at fair value based on level 2 inputs, and had a balance of $29 million for the fiscal year ended September 30, 2023. As of June 29, 2024, all investments had been fully redeemed for cash.

Virtual Power Purchase Agreement

In fiscal 2021, a subsidiary of the Company entered into a Virtual Power Purchase Agreement (the “VPPA”) for the right to renewable energy credits. Under the VPPA, the Company agreed to purchase for a fixed price a portion of the output of both solar power projects being developed in Spain. At June 29, 2024, and September 30, 2023, the value of the agreement was $8 million and $12 million, respectively, and is recorded in Other Assets. Changes in the fair value of the asset are recorded in Cost of goods sold. The categorization of the framework used to value the assets is considered Level 3, based on the use of various unobservable inputs in the forward energy prices, fixed contractual price and the risk-free rate.

4.   Commitments, Leases and Contingencies

The Company has various purchase commitments for raw materials, supplies and property and equipment incidental to the ordinary conduct of business.

F-27

TABLE OF CONTENTS

Leases

Supplemental lease information is as follows:

Leases

​

​

Classification

​

​

June 29, 2024

​

​

September 30, 2023

​

Operating leases:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating lease right-of-use assets

​

​

Right-of-use asset

​

​

​

$

49

​

​

​

​

$

52

​

​

Current operating lease liabilities

​

​

Accrued expenses

​

​

​

​

11

​

​

​

​

​

11

​

​

Noncurrent operating lease liabilities

​

​

Operating lease liability

​

​

​

​

38

​

​

​

​

​

41

​

​

Finance leases:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Finance lease right-of-use assets

​

​

Property, plant, and equipment, net

​

​

​

$

7

​

​

​

​

$

9

​

​

Current finance lease liabilities

​

​

Current portion of long-term debt

​

​

​

​

—

​

​

​

​

​

2

​

​

Litigation

The Company is party to various legal proceedings involving routine claims which are incidental to its business. Although the Company’s legal and financial liability with respect to such proceedings cannot be estimated with certainty, the Company believes that any ultimate liability would not be material to its financial position, results of operations or cash flows.

Tax Claims

As part of a previous acquisition, the Company acquired a liability related to certain tax claims treated as a deferred purchase price (the “Deferred Consideration”). The Deferred Consideration accretes at a rate of 9.5% per annum compounded daily, which shall be paid to the selling stockholders of the previous acquisition to the extent certain existing and potential tax claims are resolved. At June 29, 2024, and September 30, 2023, the outstanding balance of the Deferred Consideration was $51 million and $52 million, respectively. If the Company incurs actual tax liability with respect to the tax claims, the amount of the Deferred Consideration owed to the selling stockholders will be reduced by the amount of such actual tax liability. The Company will be responsible for any actual tax liability in excess of the Deferred Consideration. The Deferred Consideration is reflected on the Combined Balance Sheets in Other long-term liabilities as the settlement of existing and potential claims is expected to be greater than one year.

5.   Corporate Expense Allocation

Based on management estimates, $17 million and $21 million, of general corporate expenses including information technology, accounting, legal, human resources and other services were allocated to Spinco during the nine months ended June 29, 2024, and July 1, 2023, respectively. Management estimates corporate costs on a standalone basis would have been approximately $17 million to $22 million per year.

6.   Restructuring and Other Activities

The Company has announced various restructuring plans in the last three fiscal years which included rationalizing certain facilities. In all instances, the majority of the operations from rationalized facilities was transferred to other facilities within the same reportable segment. During fiscal 2021, 2022 and 2023, the Company did not shut down any facilities with significant net sales.

The table below sets forth the significant components of restructuring and other activities, including supply chain financings activity charges recognized by reportable segment:

​

​

​

Three Quarterly Periods Ended

​

​

​

​

June 29, 2024

​

​

July 1, 2023

​

Americas

​

​

​

$

10

​

​

​

​

$

14

​

​

Rest of World

​

​

​

​

8

​

​

​

​

​

4

​

​

Consolidated

​

​

​

$

18

​

​

​

​

$

18

​

​

F-28

TABLE OF CONTENTS

The table below sets forth the activity with respect to the restructuring charges and the impact on the Company’s accrued restructuring reserves:

​

​

​

Restructuring

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Employee Severance and Benefits

​

​

Facility Exit Costs

​

​

Non-cash Impairment Charges

​

​

Other Activities

​

​

Total

​

Balance as of September 30, 2023

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

Charges

​

​

​

​

7

​

​

​

​

​

3

​

​

​

​

​

—

​

​

​

​

​

8

​

​

​

​

​

18

​

​

Non-cash asset impairment

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Cash

​

​

​

​

(7)

​

​

​

​

​

(3)

​

​

​

​

​

—

​

​

​

​

​

(8)

​

​

​

​

​

(18)

​

​

Balance as of June 29, 2024

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

Since 2021, cumulative costs attributed to restructuring programs total $23 million.

7.   Segment and Geographic Data

Spinco’s operations are organized into two reportable segments: Americas and Rest of World. The structure is designed to align Spinco with its customers, provide improved service and drive future growth in a cost-efficient manner.

Selected information by reportable segment is presented in the following tables:

​

​

​

Three Quarterly Periods Ended

​

​

​

​

June 29, 2024

​

​

July 1, 2023

​

Net sales

​

​

​

​

​

​

​

​

​

​

​

​

​

Americas

​

​

​

$

1,111

​

​

​

​

$

1,163

​

​

Rest of World

​

​

​

​

522

​

​

​

​

​

570

​

​

Total

​

​

​

$

1,633

​

​

​

​

$

1,733

​

​

Operating income

​

​

​

​

​

​

​

​

​

​

​

​

​

Americas

​

​

​

$

30

​

​

​

​

$

60

​

​

Rest of World

​

​

​

​

(4)

​

​

​

​

​

(2)

​

​

Total

​

​

​

$

26

​

​

​

​

$

58

​

​

Depreciation and amortization

​

​

​

​

​

​

​

​

​

​

​

​

​

Americas

​

​

​

$

91

​

​

​

​

$

89

​

​

Rest of World

​

​

​

​

39

​

​

​

​

​

37

​

​

Total

​

​

​

$

130

​

​

​

​

$

126

​

​

8.   Income Taxes

On a year-to-date comparison to the statutory rate, the lower effective tax rate was positively impacted by foreign rate differentials and other discrete items.

9.   Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) is comprised of net income and other comprehensive income (loss). Other comprehensive income (loss) includes net unrealized gains or losses resulting from currency translations of foreign subsidiaries.

F-29

TABLE OF CONTENTS

The accumulated balances related to each component of other comprehensive income (loss), net of tax before reclassifications were as follows:

​

​

​

Currency Translation

​

​

Accumulated Other Comprehensive Loss

​

Balance as of October 1, 2022

​

​

​

$

(237)

​

​

​

​

$

(237)

​

​

Other comprehensive income

​

​

​

​

99

​

​

​

​

​

99

​

​

Balance as of July 1, 2023

​

​

​

$

(138)

​

​

​

​

$

(138)

​

​

Balance as of September 30, 2023

​

​

​

$

(171)

​

​

​

​

$

(171)

​

​

Other comprehensive loss

​

​

​

​

(19)

​

​

​

​

​

(19)

​

​

Balance as of June 29, 2024

​

​

​

$

(190)

​

​

​

​

$

(190)

​

​

F-30

TABLE OF CONTENTS​

ANNEX A​

EXECUTION VERSION​

RMT TRANSACTION AGREEMENT

among

BERRY GLOBAL GROUP, INC.,

TREASURE HOLDCO, INC.,

GLATFELTER CORPORATION,

TREASURE MERGER SUB I, INC.

and

TREASURE MERGER SUB II, LLC

Dated as of February 6, 2024

TABLE OF CONTENTS​

TABLE OF CONTENTS

​	​	​	Page				​
ARTICLE I							​
THE RMT PARTNER CHARTER AMENDMENT							​
Section 1.1 The RMT Partner Charter Amendment ​	​	​	​	​	A-2	​	​
Section 1.2 Charter Amendment Effective Time ​	​	​	​	​	A-2	​	​
ARTICLE II							​
THE MERGER							​
Section 2.1 The Merger ​	​	​	​	​	A-3	​	​
Section 2.2 Closing ​	​	​	​	​	A-3	​	​
Section 2.3 Effective Time ​	​	​	​	​	A-3	​	​
Section 2.4 Certificates of Formation ​	​	​	​	​	A-3	​	​
Section 2.5 Bylaws and Operating Agreement ​	​	​	​	​	A-4	​	​
Section 2.6 Directors and Managers ​	​	​	​	​	A-4	​	​
Section 2.7 Officers ​	​	​	​	​	A-4	​	​
Section 2.8 RMT Partner Governance Matters ​	​	​	​	​	A-4	​	​
Section 2.9 Alternative Transaction Structure ​	​	​	​	​	A-5	​	​
ARTICLE III							​
EFFECT OF THE MERGER ON CAPITAL STOCK							​
Section 3.1 Conversion of Shares ​	​	​	​	​	A-6	​	​
Section 3.2 Second Merger ​	​	​	​	​	A-6	​	​
Section 3.3 Anti-Dilution Adjustments ​	​	​	​	​	A-7	​	​
ARTICLE IV							​
DELIVERY OF MERGER CONSIDERATION; PROCEDURES FOR SURRENDER							​
Section 4.1 Distribution Agent ​	​	​	​	​	A-7	​	​
Section 4.2 Exchange Agent ​	​	​	​	​	A-7	​	​
Section 4.3 Procedures for Exchange ​	​	​	​	​	A-8	​	​
Section 4.4 Distributions with Respect to Undistributed Shares ​	​	​	​	​	A-8	​	​
Section 4.5 Transfers ​	​	​	​	​	A-8	​	​
Section 4.6 Fractional Shares ​	​	​	​	​	A-8	​	​
Section 4.7 Termination of Exchange Fund ​	​	​	​	​	A-9	​	​
Section 4.8 Withholding Rights ​	​	​	​	​	A-9	​	​
Section 4.9 No Appraisal Rights ​	​	​	​	​	A-9	​	​
ARTICLE V							​
REPRESENTATIONS AND WARRANTIES OF REMAINCO RELATING TO REMAINCO							​
Section 5.1 Organization, Good Standing and Qualification ​	​	​	​	​	A-9	​	​
Section 5.2 Corporate Authority and Approval ​	​	​	​	​	A-10	​	​
Section 5.3 Governmental Filings; No Violations ​	​	​	​	​	A-10	​	​
Section 5.4 Litigation ​	​	​	​	​	A-11	​	​
Section 5.5 Remainco Internal Controls ​	​	​	​	​	A-11	​	​
Section 5.6 Brokers and Finders ​	​	​	​	​	A-11	​	​

A-i

TABLE OF CONTENTS​

​	​	​	Page				​
ARTICLE VI							​
REPRESENTATIONS AND WARRANTIES OF REMAINCO RELATING TO THE SPINCO ENTITIES							​
Section 6.1 Organization, Good Standing and Qualification ​	​	​	​	​	A-12	​	​
Section 6.2 Capital Structure ​	​	​	​	​	A-12	​	​
Section 6.3 Corporate Authority and Approval ​	​	​	​	​	A-12	​	​
Section 6.4 Governmental Filings; No Violations ​	​	​	​	​	A-13	​	​
Section 6.5 Financial Statements ​	​	​	​	​	A-13	​	​
Section 6.6 Absence of Certain Changes ​	​	​	​	​	A-15	​	​
Section 6.7 Litigation ​	​	​	​	​	A-15	​	​
Section 6.8 Employee Benefits and Labor Matters ​	​	​	​	​	A-15	​	​
Section 6.9 Compliance with Laws, Permits ​	​	​	​	​	A-17	​	​
Section 6.10 Sufficiency of Assets ​	​	​	​	​	A-19	​	​
Section 6.11 Certain Contracts ​	​	​	​	​	A-19	​	​
Section 6.12 Environmental Matters ​	​	​	​	​	A-20	​	​
Section 6.13 Taxes ​	​	​	​	​	A-20	​	​
Section 6.14 Intellectual Property ​	​	​	​	​	A-21	​	​
Section 6.15 Insurance ​	​	​	​	​	A-23	​	​
Section 6.16 Related-Party Transactions ​	​	​	​	​	A-24	​	​
Section 6.17 Real Property ​	​	​	​	​	A-24	​	​
Section 6.18 Brokers and Finders ​	​	​	​	​	A-24	​	​
Section 6.19 Product Liability; Product Warranty; Recalls ​	​	​	​	​	A-25	​	​
Section 6.20 Customers and Suppliers ​	​	​	​	​	A-25	​	​
Section 6.21 Spinco Financing ​	​	​	​	​	A-25	​	​
Section 6.22 Information to be Supplied ​	​	​	​	​	A-26	​	​
Section 6.23 No Other Representations and Warranties ​	​	​	​	​	A-26	​	​
ARTICLE VII							​
REPRESENTATIONS AND WARRANTIES OF RMT PARTNER AND MERGER SUBS							​
Section 7.1 Organization, Good Standing and Qualification ​	​	​	​	​	A-26	​	​
Section 7.2 Capital Structure ​	​	​	​	​	A-26	​	​
Section 7.3 Corporate Authority and Approval ​	​	​	​	​	A-28	​	​
Section 7.4 Governmental Filings; No Violations ​	​	​	​	​	A-29	​	​
Section 7.5 Financial Statements ​	​	​	​	​	A-29	​	​
Section 7.6 Absence of Certain Changes ​	​	​	​	​	A-30	​	​
Section 7.7 Litigation ​	​	​	​	​	A-30	​	​
Section 7.8 Employee Benefits and Labor Matters ​	​	​	​	​	A-31	​	​
Section 7.9 Compliance with Laws, Permits ​	​	​	​	​	A-33	​	​
Section 7.10 Certain Contracts ​	​	​	​	​	A-34	​	​
Section 7.11 Environmental Matters ​	​	​	​	​	A-36	​	​
Section 7.12 Taxes ​	​	​	​	​	A-36	​	​
Section 7.13 Intellectual Property ​	​	​	​	​	A-37	​	​
Section 7.14 Insurance ​	​	​	​	​	A-39	​	​

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​	​	​	Page				​
Section 7.15 Related-Party Transactions ​	​	​	​	​	A-39	​	​
Section 7.16 Real Property ​	​	​	​	​	A-39	​	​
Section 7.17 Brokers and Finders ​	​	​	​	​	A-40	​	​
Section 7.18 Product Liability; Product Warranty; Recalls ​	​	​	​	​	A-40	​	​
Section 7.19 Customers and Suppliers ​	​	​	​	​	A-41	​	​
Section 7.20 Information To Be Supplied ​	​	​	​	​	A-41	​	​
Section 7.21 No Other Representations and Warranties ​	​	​	​	​	A-41	​	​
ARTICLE VIII							​
COVENANTS							​
Section 8.1 Interim Operations ​	​	​	​	​	A-42	​	​
Section 8.2 Spinco Acquisition Proposals ​	​	​	​	​	A-47	​	​
Section 8.3 RMT Partner Acquisition Proposals; Change of Recommendation ​	​	​	​	​	A-49	​	​
Section 8.4 Securities Filings; Information Supplied ​	​	​	​	​	A-52	​	​
Section 8.5 RMT Partner ​	​	​	​	​	A-53	​	​
Section 8.6 Approval of Sole Stockholder of First Merger Sub ​	​	​	​	​	A-54	​	​
Section 8.7 Approval of Sole Stockholder of Spinco ​	​	​	​	​	A-54	​	​
Section 8.8 Cooperation; Efforts to Consummate ​	​	​	​	​	A-54	​	​
Section 8.9 Status; Notifications ​	​	​	​	​	A-56	​	​
Section 8.10 Information; Access and Reports ​	​	​	​	​	A-57	​	​
Section 8.11 Stock Exchange Listing ​	​	​	​	​	A-58	​	​
Section 8.12 Publicity ​	​	​	​	​	A-58	​	​
Section 8.13 Employee Matters ​	​	​	​	​	A-58	​	​
Section 8.14 Tax Matters ​	​	​	​	​	A-59	​	​
Section 8.15 Indemnification; Directors’ and Officers’ Insurance ​	​	​	​	​	A-60	​	​
Section 8.16 Takeover Statutes ​	​	​	​	​	A-61	​	​
Section 8.17 Section 16 Matters ​	​	​	​	​	A-62	​	​
Section 8.18 Transaction Litigation ​	​	​	​	​	A-62	​	​
Section 8.19 Financing ​	​	​	​	​	A-62	​	​
Section 8.20 Remainco Marks; Corporate Name; Domain Name ​	​	​	​	​	A-67	​	​
Section 8.21 Transaction Documents ​	​	​	​	​	A-68	​	​
Section 8.22 Spinco Financial Information ​	​	​	​	​	A-68	​	​
Section 8.23 Works Council Matters ​	​	​	​	​	A-69	​	​
Section 8.24 Employee Non-Solicitation; Non-Competition ​	​	​	​	​	A-69	​	​
Section 8.25 Further Assurances ​	​	​	​	​	A-70	​	​
ARTICLE IX							​
CONDITIONS							​
Section 9.1 Conditions to Obligation of Each Party ​	​	​	​	​	A-71	​	​
Section 9.2 Conditions to Obligation of RMT Partner and Merger Subs ​	​	​	​	​	A-71	​	​
Section 9.3 Conditions to Obligation of Remainco and Spinco ​	​	​	​	​	A-72	​	​

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​	​	​	Page				​
ARTICLE X							​
TERMINATION							​
Section 10.1 Termination by Mutual Written Consent ​	​	​	​	​	A-73	​	​
Section 10.2 Termination by Either Remainco or RMT Partner ​	​	​	​	​	A-73	​	​
Section 10.3 Termination by Remainco ​	​	​	​	​	A-73	​	​
Section 10.4 Termination by RMT Partner ​	​	​	​	​	A-74	​	​
Section 10.5 Effect of Termination and Abandonment ​	​	​	​	​	A-74	​	​
ARTICLE XI	​	​
MISCELLANEOUS AND GENERAL							​
Section 11.1 Survival ​	​	​	​	​	A-75	​	​
Section 11.2 Modification or Amendment; Waiver ​	​	​	​	​	A-75	​	​
Section 11.3 Counterparts ​	​	​	​	​	A-76	​	​
Section 11.4 Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury ​	​	​	​	​	A-76	​	​
Section 11.5 Specific Performance ​	​	​	​	​	A-77	​	​
Section 11.6 Notices ​	​	​	​	​	A-77	​	​
Section 11.7 Entire Agreement ​	​	​	​	​	A-78	​	​
Section 11.8 Third-Party Beneficiaries ​	​	​	​	​	A-78	​	​
Section 11.9 Non-Recourse ​	​	​	​	​	A-79	​	​
Section 11.10 Fulfillment of Obligations ​	​	​	​	​	A-79	​	​
Section 11.11 Expenses ​	​	​	​	​	A-79	​	​
Section 11.12 Transfer Taxes ​	​	​	​	​	A-79	​	​
Section 11.13 Severability ​	​	​	​	​	A-79	​	​
Section 11.14 Successors and Assigns ​	​	​	​	​	A-80	​	​
Section 11.15 Definitions ​	​	​	​	​	A-80	​	​
Section 11.16 Interpretation and Construction ​	​	​	​	​	A-82	​	​

​	ANNEXES AND EXHIBITS	​	​
​	Annex A —  Certain Definitions	​	​	​	​
​	Exhibit A —  Separation and Distribution Agreement	​	​	​	​
​	Exhibit B —  Tax Matters Agreement	​	​	​	​
​	Exhibit C —  Employee Matters Agreement	​	​	​	​
​	Exhibit D — Transition Services Agreement	​	​	​	​
​	Exhibit E — RMT Partner Charter Amendment	​	​	​	​
​	Exhibit F — Spinco Merger Tax Representation Letter	​	​	​	​
​	Exhibit G — RMT Partner Merger Tax Representation Letter	​	​	​	​
​	Exhibit H — Remainco Merger Tax Opinion	​	​	​	​
​	Exhibit I — Spinco Commitment Letter	​	​	​	​

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RMT TRANSACTION AGREEMENT

This RMT TRANSACTION AGREEMENT (this “Agreement”), dated as of February 6, 2024, is entered into by and among BERRY GLOBAL GROUP, INC., a Delaware corporation (“Remainco”), TREASURE HOLDCO, INC., a Delaware corporation and a wholly owned indirect Subsidiary of Remainco (“Spinco”), GLATFELTER CORPORATION, a Pennsylvania corporation (“RMT Partner”), Treasure Merger Sub I, Inc., a Delaware corporation and a wholly owned Subsidiary of RMT Partner (“First Merger Sub”), and Treasure Merger Sub II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of RMT Partner (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs” and, together with Remainco, Spinco and RMT Partner, the “Parties” and each, a “Party”).

RECITALS

WHEREAS, contemporaneously with the execution of this Agreement, Remainco, Spinco and RMT Partner are entering into the Separation and Distribution Agreement, pursuant to which Remainco will (in accordance with the Separation) separate the Spinco Business such that, as of the Initial Spin, the Spinco Business is held by the Spinco Entities;

WHEREAS, following the Separation and pursuant to the Separation and Distribution Agreement, the sole stockholder of Spinco, Berry Global, Inc., a Delaware corporation and wholly-owned subsidiary of Remainco (“BGI”), will distribute to Remainco one hundred percent (100%) of the shares of Spinco Common Stock (the “Initial Spin”);

WHEREAS, following the Initial Spin, Remainco will distribute to the holders of Remainco Common Stock all of the shares of Spinco Common Stock received in the Initial Spin (a) by means of a pro rata distribution (the “Spin-Off”), and/or (b) with the consent of RMT Partner, by way of an offer to exchange shares of Spinco Common Stock for outstanding shares of Remainco Common Stock (the “Exchange Offer”) (to be followed by a Clean-Up Spin-Off);

WHEREAS, upon the terms and subject to the conditions set forth herein, at the Charter Amendment Effective Time, as a condition and material inducement to the willingness of Remainco and Spinco to enter into this Agreement, RMT Partner will amend the Existing RMT Partner Charter pursuant to which, among other things, (a) RMT Partner will effect a reverse stock split of all issued and outstanding shares of RMT Partner Common Stock at a reverse stock split ratio to be determined by Remainco and RMT Partner, and (b) the number of authorized shares of RMT Partner Common Stock will be increased from 120,000,000 shares to 240,000,000 shares;

WHEREAS, unless the Alternative Transaction Structure is agreed to by the Parties upon the terms and subject to the conditions set forth in Section 2.9, after the Charter Amendment Effective Time and immediately following the Spinco Distribution and pursuant to this Agreement, at the First Effective Time, the Parties will effect the merger of First Merger Sub with and into Spinco (the “First Merger”), with Spinco continuing as the surviving corporation and a wholly owned Subsidiary of RMT Partner, all upon the terms and subject to the conditions set forth herein;

WHEREAS, immediately following the First Merger and as part of the same overall transaction as the First Merger, Spinco will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Merger”), with Second Merger Sub being the surviving limited liablity company and wholly owned Subsidiary of RMT Partner;

WHEREAS, the board of directors of RMT Partner (the “RMT Partner Board”) has (a) approved and declared advisable this Agreement, the Separation and Distribution Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, including the Merger, the RMT Partner Share Issuance and the RMT Partner Charter Amendment (the “Transactions”), (b) determined that this Agreement and the Transactions, including the Merger, are in the best interests of RMT Partner, and (c) resolved to make the RMT Partner Recommendation;

WHEREAS, the board of directors of First Merger Sub has (a) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (b) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interest of First

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Merger Sub and RMT Partner, as its sole stockholder, and (c) resolved to recommend the adoption of this Agreement by RMT Partner, as the sole stockholder of First Merger Sub;

WHEREAS, RMT Partner, as the sole member and manager of Second Merger Sub has (a) approved and declared advisable this Agreement and the Transactions, including the Merger, and (b) determined that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of Second Merger Sub and RMT Partner, as its sole member;

WHEREAS, the board of directors of Spinco (the “Spinco Board”) has (a) approved and declared advisable this Agreement, the Separation and Distribution Agreement and the Transactions, including the Separation, the Initial Spin, the Spinco Distribution and the Merger, (b) determined that this Agreement, the Separation and Distribution Agreement and the Transactions, including the Separation, the Initial Spin, the Spinco Distribution and the Merger, are in the best interest of Spinco and BGI, as its sole stockholder, and (c) resolved to recommend the adoption of this Agreement by BGI, as the sole stockholder of Spinco;

WHEREAS, the board of directors of Remainco (the “Remainco Board”) has approved this Agreement and the Separation and Distribution Agreement and the Transactions, including the Separation, the Initial Spin, the Spinco Distribution and the Merger, subject to such further action of the Remainco Board required, if applicable, to determine the structure of the Initial Spin and the Spinco Distribution, establish the Record Date and the Spinco Distribution Date, and the effectiveness of the declaration of the Initial Spin and the Spinco Distribution by the Remainco Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement);

WHEREAS, for U.S. federal income tax purposes, it is intended that (a) the Contribution, the Initial Spin, the Spinco Distribution, the Spinco Special Cash Payment, the Spin-Off, the Exchange Offer and the Merger shall qualify for the Intended Tax Treatment, and (b) this Agreement, together with the Separation and Distribution Agreement, shall constitute a “plan of reorganization” for purposes of Section 368 of the Code; and

WHEREAS, the Parties desire to make certain representations, warranties, covenants and agreements in connection with this Agreement and set forth certain conditions to the Merger.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth in this Agreement, the Parties agree as follows:

ARTICLE I

THE RMT PARTNER CHARTER AMENDMENT

Section 1.1   The RMT Partner Charter Amendment.   Unless the Alternative Transaction Structure is agreed to by the Parties pursuant to Section 2.9, on the terms and subject to the conditions set forth in this Agreement, on the date of the Closing and prior to the First Effective Time, the Existing RMT Partner Charter shall be amended by the Articles of Amendment to the Existing RMT Partner Charter, as set forth on Exhibit E (the “RMT Partner Charter Amendment”). The Existing RMT Partner Charter, as amended by the RMT Partner Charter Amendment, shall be the articles of incorporation of RMT Partner until duly amended as provided therein or by applicable Law.

Section 1.2   Charter Amendment Effective Time.   On the terms and subject to the conditions set forth in this Agreement, including Section 1.2 of the Spinco Disclosure Letter, RMT Partner shall cause the RMT Partner Charter Amendment to be executed, acknowledged and filed with the Secretary of State of the Commonwealth of Pennsylvania as provided in the applicable provisions of the Pennsylvania Business Corporation Law of 1988, as amended (the “PBCL”). The RMT Partner Charter Amendment shall become effective prior to, and subject to the occurrence of, the First Effective Time or at such other date and time as may be agreed by the Parties in writing and specified in the RMT Partner Charter Amendment (such date and time, the “Charter Amendment Effective Time”).

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ARTICLE II

THE MERGER

Section 2.1   The Merger.

(a)   On the terms and subject to the conditions set forth in this Agreement, at the First Effective Time, (i) First Merger Sub shall be merged with and into Spinco in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), and the separate corporate existence of First Merger Sub shall thereupon cease, (ii) Spinco shall be the surviving corporation in the First Merger (sometimes referred to as, the “First Merger Surviving Corporation”), and, from and after the First Effective Time, shall be a wholly owned subsidiary of RMT Partner and the separate corporate existence of Spinco with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the First Merger as provided in the DGCL, and (iii) the First Merger shall have such other effects as provided in the DGCL, except as expressly set forth in this Agreement.

(b)   On the terms and subject to the conditions set forth in this Agreement, at the Second Effective Time, (i) the First Merger Surviving Corporation shall be merged with and into Second Merger Sub in accordance with the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”), and the separate corporate existence of First Surviving Corporation shall thereupon cease, (ii) Second Merger Sub shall be the surviving limited liability company in the Merger (sometimes referred to in this Agreement as, the “Surviving Entity”), and, from and after the Second Effective Time, shall be a wholly owned subsidiary of RMT Partner and the separate existence of the Second Merger Sub with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Second Merger as provided in the DLLCA, and (c) the Second Merger shall have such other effects as provided in the DGCL and the DLLCA, in each case, except as expressly set forth in this Agreement.

Section 2.2   Closing.   Unless the Alternative Transaction Structure is agreed to by the Parties pursuant to Section 2.9, the consummation of the Merger (the “Closing”) shall take place at 9:00 a.m. Eastern Time on the third (3rd) Business Day following the day on which the last to be satisfied or waived of the conditions set forth in ARTICLE IX (other than the conditions set forth in Section 9.1(a) and those conditions that by their nature are to be satisfied or waived at the Closing (so long as such conditions are reasonably capable of being satisfied), but subject to the satisfaction or waiver of those conditions) shall be satisfied or waived in accordance with this Agreement or at such other date, time or place as Remainco and RMT Partner may mutually agree in writing. The Closing shall occur (a) remotely via electronic exchange of documents and signatures, or (b) at such other time and place or in such other manner as the Parties may mutually agree in writing. The date on which the Closing occurs is called the “Closing Date.”

Section 2.3   Effective Time.   At the Closing, the Parties will cause (a) a certificate of merger relating to the First Merger (the “First Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL, and (b) a certificate of merger relating to the Second Merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL and Section 18-209 of the DLLCA. The First Merger shall become effective at the time when the First Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later date and time as may be agreed by the Parties in writing and specified in the First Certificate of Merger (such date and time, the “First Effective Time”), and the Second Merger shall become effective at the time when the Second Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later date and time as may be agreed by the Parties in writing and specified in the Second Certificate of Merger (such date and time, the “Second Effective Time”).

Section 2.4   Certificates of Formation.   The certificate of incorporation of Spinco as in effect immediately prior to the First Effective Time shall be the certificate of formation of the First Merger Suriving Corporation, until duly amended as provided therein or by applicable Law. The certificate of incorporation of Second Merger Sub as in effect immediately prior to the Second Effective Time shall be the certificate of formation of the Surviving Entity (the “Charter”), until duly amended as provided therein

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or by applicable Law, except that the name of the Surviving Entity shall be designated in writing by Remainco to RMT Partner prior to the Closing, provided that such designation shall be made by Remainco following a good faith consultation with RMT Partner.

Section 2.5   Bylaws and Operating Agreement.   The Parties shall take all actions necessary so that (a) the bylaws of Spinco in effect immediately prior to the First Effective Time shall be the bylaws of the First Merger Surviving Corporation, until thereafter amended as provided therein or by applicable Law, and (b) at the Second Effective Time, the limited liability company operating agreement of Second Merger Sub in effect immediately prior to the Second Effective Time shall be the limited liability company operating agreement of the Surviving Entity (the “Operating Agreement”), until thereafter amended as provided therein or by applicable Law, except that the name of the Surviving Entity shall be designated in writing by Remainco to RMT Partner prior to the Closing, provided that such designation shall be made by Remainco following a good faith consultation with RMT Partner.

Section 2.6   Directors and Managers.   The Parties shall take all actions necessary so that (a) directors of Spinco immediately prior to the First Effective Time shall be the directors of the First Merger Surviving Corporation, until their successors have been duly elected or appointed and qualified or until their earlier resignation or removal in accordance the bylaws of the First Merger Surviving Corporation, and (b) RMT Partner shall, from and after the Second Effective Time, be the sole member and sole manager of the Surviving Entity until its successor has been duly elected or appointed and qualified or until its earlier resignation or removal in accordance with the Charter and the Operating Agreement.

Section 2.7   Officers.   The Parties shall take all actions necessary so that the (a) officers of Spinco, if any, at the First Effective Time shall, from and after the First Effective Time, be the officers of the First Merger Surviving Corporation, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of formation and bylaws of the First Merger Suriving Corporation and (b) officers of Second Merger Sub, if any, at the Second Effective Time shall, from and after the Second Effective Time, be the officers of the Surviving Entity until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the Operating Agreement.

Section 2.8   RMT Partner Governance Matters.

(a)   At the Second Effective Time, the RMT Partner Board shall consist of nine (9) directors. Prior to the Second Effective Time, subject to Section 8.8, Remainco and RMT Partner shall each designate directors such that, at the Second Effective Time, the RMT Partner Board shall be comprised of: (i) the individual set forth on Section 2.8(a) of the Spinco Disclosure Letter (the “CEO Designee”), (ii) five (5) directors designated by Remainco who are not at the Second Effective Time also serving as employees of Remainco or as directors on the Remainco Board (collectively, the “Remainco Designees”); and (iii) three (3) directors designated by the RMT Partner Board (collectively, the “RMT Partner Designees”). The Chairperson of the RMT Partner Board shall be one of the RMT Partner Designees.

(b)   If, prior to the Second Effective Time, (i) a Remainco Designee is unable or unwilling to serve on the RMT Partner Board as a result of illness, death, resignation, retirement or any other reason, then Remainco shall be entitled to designate another person to serve in such person’s place, subject to the consent of RMT Partner (not to be unreasonably withheld, conditioned or delayed) unless such successor designee is an independent member of the RMT Partner Board as of the date hereof, or (ii) a RMT Partner Designee is unable or unwilling to serve on the RMT Partner Board as a result of illness, death, resignation, retirement or any other reason, then the RMT Partner Board shall be entitled to designate another person to serve in such person’s place, subject to the consent of Remainco (not to be unreasonably withheld, conditioned or delayed) unless such successor designee is an independent member of the Remainco Board as of the date hereof.

(c)   The initial term of the Remainco Designees and RMT Partner Designees shall expire immediately following RMT Partner’s first annual meeting of shareholders that occurs after the Second Effective Time. As of the expiration of such initial term, each member of the RMT Partner Board shall thereafter be elected for a one (1)-year term expiring immediately following each RMT Partner’s annual meeting of shareholders.

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(d)   At least two (2) of the Remainco Designees and one (1) of the RMT Partner Designees shall be eligible to serve on the audit committee of the RMT Partner Board under the applicable requirements of the SEC and NYSE.

(e)   Until the second (2nd) annual meeting of RMT Partner’s shareholders that occurs after the Second Effective Time, (i) if there is a vacancy created by the illness, death, resignation, retirement or removal of any Remainco Designee, such vacancy shall be filled by the affirmative vote of a majority of the remaining Remainco Designees then in office, even if less than a quorum, or by a sole remaining Remainco Designee (any such replacement, a “Continuing Remainco Designee”), and (ii) if there is a vacancy created by the illness, death, resignation, retirement or removal of any Continuing Remainco Designee, such vacancy shall be filled by the affirmative vote of a majority of the remaining Remainco Designees and/or Continuing Remainco Designees, as applicable, then in office, even if less than a quorum, or by a sole remaining Remainco Designee and/or Continuing Remainco Designee, as applicable; provided, that any such appointment shall be made in accordance with applicable law and the rules of NYSE (or other national securities exchange on which RMT Partner’s securities are listed at the relevant time).

(f)   Until the second annual meeting of RMT Partner’s shareholders that occurs after the Second Effective Time, (i) if there is a vacancy created by the illness, death, resignation, retirement or removal of any RMT Partner Designee, such vacancy shall be filled by the affirmative vote of a majority of the remaining RMT Partner Designees then in office, even if less than a quorum, or by a sole remaining RMT Partner Designee (any such replacement, a “Continuing RMT Partner Designee”), and (ii) if there is a vacancy created by the illness, death, resignation, retirement or removal of any Continuing RMT Partner Designee, such vacancy shall be filled by the affirmative vote of a majority of the remaining RMT Partner Designees and/or Continuing RMT Partner Designees, as applicable, then in office, even if less than a quorum, or by a sole remaining RMT Partner Designee and/or Continuing RMT Partner Designee, as applicable; provided, that any such appointment shall be made in accordance with applicable law and the rules of NYSE (or other national securities exchange on which RMT Partner’s securities are listed at the relevant time).

(g)   The RMT Partner Board shall take all such action as may be necessary to ensure that at least one (1) RMT Partner Designee or Continuing RMT Partner Designee, as applicable, is appointed to serve on each committee of the RMT Partner Board, subject to the applicable independence requirements.

(h)   At the Second Effective Time, the CEO Designee shall be appointed to serve as the Chief Executive Officer of RMT Partner. If, prior the Second Effective Time, the individual identifed as CEO Designee is unable or unwilling to serve as Chief Executive Officer of RMT Partner or as a member of the RMT Partner Board as a result of illness, death, resignation, retirement or any other reason, then Remainco and RMT Partner shall cooperate and consult in good faith to designate a replacement CEO Designee. From the date of this Agreement, Remainco and RMT Partner shall cooperate and consult in good faith to appoint such other senior executive officers as mutually agreed between Remainco and RMT Partner and determine such senior executive officers’ initial roles, titles and responsibilities. From the Second Effective Time, such officers shall hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with their respective employment agreements and the Organizational Documents of RMT Partner, as applicable.

(i)   As of the Second Effective Time, RMT Partner shall have its headquarters located in Charlotte, North Carolina.

(j)   As of the Second Effective Time, RMT Partner shall have changed the name and the NYSE ticker symbol of RMT Partner to such new name and ticker symbol designated in writing by Remainco to RMT Partner prior to the Closing, provided that such designation shall be made by Remainco following a good faith consultation with RMT Partner.

Section 2.9   Alternative Transaction Structure.   In the event that (a) the IRS notifies Remainco or any of its Subsidiaries that the IRS will not issue the Private Letter Ruling or the Transactions will not qualify for the Intended Tax Treatment, or (b) in the reasonable determination of each of the Parties, the IRS would not reasonably be expected to issue the Private Letter Ruling, the Parties shall negotiate in good

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faith to structure the Transactions in an alternative tax-free manner (such structure, the “Alternative Transaction Structure”); provided, that in no event shall a Party be required to agree to any term or condition that is materially detrimental to such Party and its Subsidiaries, taken as a whole. If the Alternative Transaction Structure is adopted in accordance with the preceding sentence, (i) all relevant provisions of this Agreement shall be amended mutatis mutandis to refer to, and give effect to, the Alternative Transaction Structure, (ii) without limiting the generality of the foregoing clause (i), all filings, notices and reports with the SEC and any other Governmental Entity shall be made or amended, as the case may be, reflecting the Alternative Transaction Structure and, in any case, in accordance with Section 8.8, and (iii) the Parties shall, and shall cause their respective Subsidiaries to, (A) amend and restate this Agreement and, if necessary or advisable to effect the Alternative Transaction Structure, the Separation and Distribution Agreement and any other Transaction Documents to reflect the foregoing, and (B) execute, acknowledge and deliver any assurances, documents or instruments of transfer, conveyance, assignment and assumption reasonably requested by the other Party to effect the Alternative Transaction Structure. If the Alternative Transaction Structure is not agreed upon (or the Parties decide not to pursue the Alternative Transaction Structure), then the Parties shall, subject to the satisfaction or waiver of the conditions set forth in ARTICLE IX, consummate the Transactions as soon as practicable after that date which is the thirtieth (30th) day prior to the Outside Date (the “Delayed RMT”) and cooperate with one another in good faith, and use commerically reasonable efforts to furnish appropriate representation letters to enable counsel to Remainco to issue an opinion on the qualification of the Delayed RMT for the Intended Tax Treatment and, if Remainco wishes to obtain an IRS ruling regarding the qualification of the Delayed RMT for the Intended Tax Treatment, the Parties will cooperate with one another in good faith, and use commerically reasonable efforts, to obtain such ruling. In connection with any Delayed RMT, (1) all filings, notices and reports with the SEC and any other Governmental Entity shall be made or amended, as the case may be, reflecting the Delayed RMT and, in any case, in accordance with Section 8.8, and (2) the Parties shall, and shall cause their respective Subsidiaries to, amend this Agreement, the Separation and Distribution Agreement and any other Transaction Documents, if necessary or advisable to effect the Delayed RMT.

ARTICLE III

EFFECT OF THE MERGER ON CAPITAL STOCK

Section 3.1   Conversion of Shares.   At the First Effective Time, by virtue of the First Merger and without any action on the part of the Parties or any holder of any capital stock of First Merger Sub or Spinco, each:

(a)   share of Spinco Common Stock issued and outstanding immediately prior to the First Effective Time (other than shares canceled in accordance with Section 3.1(b)) shall automatically be converted into, and become exchangeable for, the right to receive a number of shares or, subject to Section 4.6, a fraction of a share, of RMT Partner Common Stock such that each holder of record of shares of Spinco Common Stock immediately prior to the First Effective Time shall have the right to receive, in the aggregate, a number of shares of RMT Partner Common Stock equal to the product of (i) the total number of shares of Spinco Common Stock held of record by such holder immediately prior to the First Effective Time, multiplied by (ii) the Exchange Ratio (such shares, the “Merger Consideration”), subject to adjustment in accordance with Section 3.3;

(b)   share of Spinco Common Stock issued and outstanding immediately prior to the First Effective Time held by Spinco as treasury stock or held by any other Spinco Entity, in each case, following the Spinco Distribution and immediately prior to the First Effective Time shall be cancelled and shall cease to exist and no stock or other consideration shall be issued or delivered in exchange thereof; and

(c)   share of common stock of First Merger Sub issued and outstanding immediately prior to the First Effective Time shall be converted into one share of common stock First Merger Surviving Corporation, which shall constitute the only outstanding shares of common stock of the First Merger Surviving Corporation immediately following the First Effective Time.

Section 3.2   Second Merger.   At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Parties, each share of common stock of the First Merger Surviving

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Corporation issued and outstanding immediately prior to the Effective Time shall be converted into one limited liability company interest of the Surviving Entity, which shall constitute the only outstanding limited liability company interests of the Surviving Entity immediately following the Second Effective Time.

Section 3.3   Anti-Dilution Adjustments.   The Exchange Ratio and any other similarly dependent items shall be adjusted to reflect fully the appropriate effect of any stock split, split-up, reverse stock split, stock dividend or distribution of common stock or other capital stock of RMT Partner, RMT Partner Common Stock or Spinco Common Stock, as applicable, or securities convertible into any such securities, reorganization, recapitalization, reclassification or other like change with respect to common stock or other capital stock of RMT Partner, RMT Partner Common Stock or Spinco Common Stock, as applicable, having a record date occurring on or after the date of this Agreement and prior to the Second Effective Time, other than (a) in the case of Spinco Common Stock, to the extent contemplated in the Separation and Distribution Agreement (including the Separation or in connection with the Spin-Off, Exchange Offer or Clean-Up Spin-Off, where Remainco shall be entitled to cause the number of outstanding shares of Spinco Common Stock to be an amount that it determines in its sole and absolute discretion), and (b) in the case of RMT Partner Common Stock, to the extent contemplated by the RMT Partner Charter Amendment; provided, that nothing in this Section 3.3 shall be construed to permit Remainco, Spinco or RMT Partner to take any action with respect to its securities that is prohibited by the terms of this Agreement.

ARTICLE IV

DELIVERY OF MERGER CONSIDERATION; PROCEDURES FOR SURRENDER

Section 4.1   Distribution Agent.   Pursuant to Section 3.6 of the Separation and Distribution Agreement, the Exchange Agent (as defined below, and acting as “Distribution Agent” thereunder) shall hold, for the account of Remainco and the relevant Remainco stockholders, book-entry shares representing all of the outstanding shares of Spinco Common Stock distributed in the Spinco Distribution. Such shares of Spinco Common Stock shall be converted into shares of RMT Partner Common Stock in accordance with the terms of ARTICLE III and this ARTICLE IV.

Section 4.2   Exchange Agent.   At or prior to the First Effective Time, RMT Partner shall deposit or cause to be deposited with an exchange agent selected by Remainco with RMT Partner’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed) to serve as the exchange agent (the “Exchange Agent”) pursuant to a customary exchange agent agreement (to which Remainco, Spinco and RMT Partner shall be parties) on terms reasonably satisfactory to Remainco, Spinco and RMT Partner, for the benefit of the Persons who received shares of Spinco Common Stock in the Spinco Distribution and for distribution in accordance with Section 3.1, subject to Section 4.6, an aggregate number of shares of RMT Partner Common Stock to be issued in non-certificated book-entry form comprising the number of shares of RMT Partner Common Stock equal to (a) the total number of shares of Spinco Common Stock entitled to Merger Consideration under Section 3.1(a), multiplied by (b) the Exchange Ratio, rounded down to the nearest whole number. Such shares of RMT Partner Common Stock and the amount of any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 4.2 and Section 4.4, being the “Exchange Fund.” The Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund may be deposited by the Exchange Agent as reasonably directed by RMT Partner; provided, however, that any deposit of such cash shall in all events be limited to (i) direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States government, in commercial paper rated P-1 or A-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (ii) certificates of deposit or bank repurchase agreements of commercial banks with capital exceeding $10 billion, or (iii) AAA rated 2A-7 fixed NAV money market funds (or those of similar quality), or a combination of the foregoing clauses (i), (ii) and (iii), and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent that there are losses with respect to such deposits, a default of an applicable bank or for any other reason any amount in the Exchange Fund is below that required to make prompt payment of the aggregate Merger Consideration and the other payments contemplated by this ARTICLE IV, RMT Partner shall promptly replace, restore or supplement the shares of RMT Partner Common Stock or cash, as applicable, in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to make the payment of the aggregate Merger Consideration and

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the other payments contemplated by this ARTICLE IV. Any interest and other income resulting from such deposit may become part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 3.1 or Section 4.4 may, at the discretion of RMT Partner, be promptly returned to RMT Partner or the Surviving Entity. In the event the Merger is not consummated and this Agreement is terminated in accordance with its terms, the Exchange Agent shall promptly return all shares of RMT Partner Common Stock deposited in the Exchange Fund to RMT Partner.

Section 4.3   Procedures for Exchange.

(a)   On the Closing Date, promptly after the First Effective Time, the Exchange Agent shall, and Remainco and RMT Partner shall cooperate to cause the Exchange Agent to, deliver to each record holder of shares of Spinco Common Stock following the Spinco Distribution and immediately prior to the First Effective Time, a book-entry authorization representing the number of whole shares of RMT Partner Common Stock that such holder has the right to receive pursuant to Section 3.1 (and cash in lieu of fractional shares of RMT Partner Common Stock as contemplated by Section 4.6, together with any dividends and other distributions pursuant to Section 4.4).

(b)   No interest will be paid or accrued on any amount payable for shares of Spinco Common Stock or on any other amount to a holder of shares of Spinco Common Stock following the Spinco Distribution and immediately prior to the First Effective Time has a right to receive pursuant to ARTICLE III and this ARTICLE IV.

(c)   The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to RMT Partner Common Stock held by it for the account of the Persons entitled thereto.

Section 4.4   Distributions with Respect to Undistributed Shares.   No dividends or other distributions declared or made with respect to RMT Partner Common Stock with a record date after the First Effective Time shall be paid or otherwise delivered to the former holders of Spinco Common Stock with respect to any shares of RMT Partner Common Stock that are not able to be distributed by the Exchange Agent to such holder promptly after the First Effective Time, whether due to a legal impediment to such distribution or otherwise. Subject to the effect of applicable Laws, following the distribution of any such previously undistributed shares of RMT Partner Common Stock, there shall be paid to the record holder of such shares of RMT Partner Common Stock without interest, (a) at the time of the distribution, to the extent not previously paid, the amount of cash payable in lieu of fractional shares of RMT Partner Common Stock to which such holder is entitled pursuant to Section 4.6 and the amount of dividends or other distributions with a record date after the First Effective Time theretofore paid with respect to such whole shares of RMT Partner Common Stock, and (b) at the appropriate payment date therefor, the amount of dividends or other distributions with a record date after the First Effective Time but prior to the distribution of such shares of RMT Partner Common Stock and a payment date subsequent to the distribution of such shares of RMT Partner Common Stock payable with respect to such whole shares of RMT Partner Common Stock. RMT Partner shall deposit with the Exchange Agent all such dividends and distributions.

Section 4.5   Transfers.   From and after the First Effective Time, there shall be no transfers on the stock transfer books of Spinco of the shares of Spinco Common Stock that were outstanding immediately prior to the First Effective Time. From and after the First Effective Time, the holders of shares of Spinco Common Stock shall cease to have any rights with respect to such shares of Spinco Common Stock except as otherwise provided herein or by applicable Law.

Section 4.6   Fractional Shares.   Notwithstanding anything in this Agreement to the contrary, no fractional shares of RMT Partner Common Stock will be issued upon the conversion of shares of Spinco Common Stock pursuant to Section 3.1. All fractional shares of RMT Partner Common Stock that a holder of shares of Spinco Common Stock would otherwise be entitled to receive as a result of the Merger shall be aggregated by the Exchange Agent. The Exchange Agent shall cause the whole shares obtained thereby to be sold on behalf of such holders of shares of Spinco Common Stock that would otherwise be entitled to receive such fractional shares of RMT Partner Common Stock pursuant to the Merger, in the open market or otherwise as reasonably directed by RMT Partner, in each case at then-prevailing market prices, as promptly as reasonably practicable and in no case later than ten (10) Business Days after the First Effective Time. The Exchange Agent shall make available the net proceeds thereof, after deducting any required withholding

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Taxes and brokerage charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of Spinco Common Stock that would otherwise be entitled to receive such fractional shares of RMT Partner Common Stock pursuant to the Merger. The Parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares of RMT Partner Common Stock was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to RMT Partner that would otherwise be caused by the issuance of fractional shares of RMT Partner Common Stock.

Section 4.7   Termination of Exchange Fund.   Any portion of the Exchange Fund (including the proceeds of any deposit of the Exchange Fund and any shares of RMT Partner Common Stock) that remains unclaimed by the one hundred eightieth (180th) day after the Closing Date shall be delivered to RMT Partner. Any holder of shares of Spinco Common Stock who has not theretofore complied with this ARTICLE IV shall thereafter look only to RMT Partner for delivery of the Merger Consideration, including any cash in lieu of fractional shares of RMT Partner Common Stock, and any unpaid non-stock dividends and any other dividends or other distributions, in each case, that such holder has the right to receive pursuant to ARTICLE III and this ARTICLE IV.

Section 4.8   Withholding Rights.   Each of RMT Partner, the Surviving Entity and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Spinco Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any other applicable state, local or foreign Tax Law. To the extent that amounts are so withheld by RMT Partner, the Surviving Entity or the Exchange Agent, as applicable, such withheld amounts (a) shall be timely remitted by RMT Partner, the Surviving Entity or the Exchange Agent, as applicable, to the applicable Taxing authority, and (b) shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Spinco Common Stock in respect of which such deduction and withholding was made by RMT Partner, the Surviving Entity or the Exchange Agent, as applicable.

Section 4.9   No Appraisal Rights.   In accordance with Section 262 of the DGCL, no appraisal rights shall be available to holders of Spinco Common Stock in connection with the Merger.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF REMAINCO RELATING TO REMAINCO

Except as set forth in the forms, statements, certifications, reports and documents filed or furnished by Remainco with the SEC pursuant to the Exchange Act or the Securities Act since October 2, 2021 (the “Applicable Date”) but prior to the date of this Agreement (such forms, statements, reports and documents, in each case as amended prior to the date of this Agreement, the “Remainco Reports”) (excluding any disclosures set forth in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) or in the corresponding sections or subsections of the disclosure letter delivered to RMT Partner by Remainco and Spinco concurrently with the execution and delivery of this Agreement (the “Spinco Disclosure Letter”), it being agreed that for purposes of the representations and warranties set forth in this ARTICLE V, disclosure of any item in any section or subsection of the Spinco Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face, Remainco hereby represents and warrants to RMT Partner and Merger Subs that:

Section 5.1   Organization, Good Standing and Qualification.   Remainco is a corporation duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be likely to have a Remainco Material Adverse Effect.

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Section 5.2   Corporate Authority and Approval.

(a)   Remainco has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party as of the date hereof and as of the Second Effective Time. This Agreement has been duly executed and delivered by Remainco and constitutes a valid and binding agreement of Remainco, enforceable against Remainco in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). Except for such further action of the Remainco Board required, if applicable, to determine the structure of the Spinco Distribution, establish the Record Date and the Spinco Distribution Date, and the effectiveness of the declaration of the Initial Spin and the Spinco Distribution by the Remainco Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement), the execution and delivery by Remainco of this Agreement and the other Transaction Documents to which it is or will be a party as of the date hereof and as of the Second Effective Time and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of Remainco is necessary to authorize this Agreement or the other Transaction Documents to which it is or will be a party as of the date hereof and as of the Second Effective Time.

(b)   The Remainco Board has unanimously approved and declared advisable this Agreement, the Separation and Distribution Agreement and the Transactions, including the Separation, the Initial Spin, the Spinco Distribution and the Merger, subject to such further action of the Remainco Board required, if applicable, to determine the structure of the Spinco Distribution, establish the Record Date and the Spinco Distribution Date, and the effectiveness of the declaration of the Initial Spin and the Spinco Distribution by the Remainco Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement).

(c)   The approval of Remainco’s stockholders is not required to effect the Transactions, including the transactions contemplated by the Separation and Distribution Agreement.

Section 5.3   Governmental Filings; No Violations.

(a)   Other than the filing with the SEC of the Distribution Registration Statement and the RMT Partner Registration Statement, the filing of any amendment to the Organizational Documents of Spinco to effect the Separation, the Initial Spin, and Spinco Distribution and the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 2.3, (ii) required under the rules and regulations of the NYSE, (iii) required under the HSR Act and any other applicable Antitrust Laws, the Exchange Act and the Securities Act, (iv) to comply with state securities or “blue-sky” Laws, and (v) as may be required with or to Foreign Regulators pursuant to Foreign Regulatory Laws, no filings, notices or reports are required to be made by Remainco with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by Remainco from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Remainco, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely to have a Remainco Material Adverse Effect.

(b)   The execution, delivery and performance by Remainco of this Agreement and the Transaction Documents to which it is or will be a party as of the date hereof and as of the First Effective Time do not and will not, and the consummation by Remainco of the Transactions and the transactions contemplated by such other Transaction Documents will not, constitute or result in (i) a breach or violation of, or a default under, Remainco’s Organizational Documents, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of Remainco pursuant to any Contract binding upon Remainco or under any Law, Governmental Order or Permit to which Remainco is subject, or (iii) any change in the rights or obligations under any Contract to which

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Remainco is a party, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be likely to have a Remainco Material Adverse Effect.

Section 5.4   Litigation.   As of the date of this Agreement, there are no Proceedings pending or, to the Knowledge of Remainco, threatened against Remainco, except for those that would not, individually or in the aggregate, reasonably be likely to have a Remainco Material Adverse Effect. As of the date of this Agreement, Remainco is not a party to or subject to the provisions of any Governmental Order that would, individually or in the aggregate, reasonably be likely to have a Remainco Material Adverse Effect.

Section 5.5   Remainco Internal Controls.   Remainco maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act with respect to Remainco and its Subsidiaries (including the Spinco Entities) on a consolidated basis. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by Remainco with respect to the Spinco Business in its filings with the SEC under the Exchange Act is recorded and reported on a timely basis to the individuals responsible for the preparation of Remainco’s filings with the SEC under the Exchange Act. Remainco maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Remainco has disclosed, based on the most recent evaluation of its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, to Remainco’s auditors and the audit committee of the Remainco Board (a) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect Remainco’s ability to record, process, summarize and report financial information, and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in Remainco’s internal control over financial reporting. Remainco has made available prior to the date of this Agreement to RMT Partner (i) either materials relating to or a summary of any disclosure of matters described in clause (a) or (b) in the preceding sentence made by management of Remainco to its auditors and audit committee on or after the Applicable Date and prior to the date of this Agreement, and (ii) any material communication on or after the Applicable Date and prior to the date of this Agreement made by management of Remainco or its auditors to the audit committee as required by the listing standards of the NYSE, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since September 30, 2022, and prior to the date of this Agreement, no complaints from any source regarding a material violation of accounting procedures, internal accounting controls or auditing matters or compliance with Law, including from Remainco employees regarding questionable accounting, auditing or legal compliance matters, have, to the Knowledge of Remainco, been received by Remainco. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Remainco Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Section 5.6   Brokers and Finders.   Remainco has not incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the Transactions for which any Spinco Entity or, following the First Effective Time, the RMT Partner and its Subsidiaries, will be liable.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF REMAINCO RELATING TO THE SPINCO ENTITIES

Except as set forth in the Remainco Reports (excluding any disclosures set forth in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) or in the corresponding sections or subsections of the Spinco Disclosure Letter, it being agreed that for purposes of the representations and warranties set forth in this ARTICLE VI, disclosure of any item in any section or subsection of the Spinco Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face, Remainco hereby represents and warrants to RMT Partner and Merger Subs that:

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Section 6.1   Organization, Good Standing and Qualification.   Each Spinco Entity is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each Spinco Entity has full power and authority necessary to enable it to own, lease, use or otherwise hold its material properties, rights and assets and to carry on the Spinco Business as presently conducted and as conducted in the past twelve (12) months. Each Spinco Entity is duly qualified to do business and in good standing in each jurisdiction in which the conduct or nature of the Spinco Business or the ownership, leasing, use or holding of assets makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing has not had a Spinco Material Adverse Effect. Each Spinco Entity is not in violation of any provisions contained in its Organizational Documents.

Section 6.2   Capital Structure.

(a)   As of the date of this Agreement, the authorized capital stock of Spinco consists of One Thousand (1,000) shares of Spinco Common Stock, all of which has been duly authorized and is validly issued and outstanding and fully paid and nonassessable, free and clear of any Lien, and not issued in violation of any preemptive right or other similar right. As of the date of this Agreement, all of the issued and outstanding capital stock of Spinco is owned by BGI, and there are, and immediately prior to the First Effective Time, there will be (i) no other shares of capital stock, voting securities or other equity interests of Spinco, (ii) no securities or obligations of Spinco convertible into or exchangeable for capital stock, voting securities or other equity interests of Spinco, and (iii) no options or other rights to acquire from Spinco, and no obligations of Spinco to issue, any capital stock, voting securities or other equity interests or securities or obligations convertible into or exchangeable for capital stock, voting securities or other equity interests of Spinco.

(b)   Spinco has not conducted any business prior to the date of this Agreement and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Transactions. Immediately prior to the First Effective Time, there will be outstanding a number of shares of Spinco Common Stock as is necessary to complete the Initial Spin and the Spinco Distribution in the manner determined by Remainco in accordance with the Separation and Distribution Agreement.

(c)   Section 6.2(c) of the Spinco Disclosure Letter sets forth, as of the date of this Agreement, each of the Spinco Subsidiaries and the ownership interest of Remainco, directly or indirectly, in each such Spinco Subsidiary. Each of the outstanding shares of capital stock, voting securities or other equity interests of each Spinco Subsidiary has been duly authorized and validly issued and is fully paid and nonassessable and, to the extent owned by a Spinco Entity, is owned free and clear of any Lien (other than Liens for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings and as to which appropriate reserves have been recorded in Spinco’s financial statements). There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate any Spinco Entity to issue or sell any shares of capital stock, voting securities or other equity interests of any such Spinco Entity or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from any such Spinco Entity, any capital stock, voting securities or other equity interests of any such Spinco Entity, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Spinco nor any Spinco Entity has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for capital stock, voting securities or other equity interests having the right to vote) with the equityholders of Spinco or any Spinco Entity on any matter.

Section 6.3   Corporate Authority and Approval.

(a)   Spinco has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party as of the date hereof and as of the First Effective Time and to consummate the Transactions and the transactions contemplated by the Transaction Documents. This Agreement has been duly executed and delivered by Spinco and constitutes a valid

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and binding agreement of Spinco, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(b)   The Spinco Board has unanimously (i) approved and declared advisable this Agreement, the Separation and Distribution Agreement and the Transactions, including the Separation, the Initial Spin, the Spinco Distribution and the Merger, (ii) determined that this Agreement, the Separation and Distribution Agreement and the Transactions, including the Separation, the Initial Spin, the Spinco Distribution and the Merger, are in the best interest of Spinco and its sole stockholder, and (iii) resolved to recommend the adoption of this Agreement by the sole stockholder of Spinco.

(c)   The execution and delivery by Spinco of this Agreement and the other Transaction Documents to which it is or will be a party as of the date hereof and as of the First Effective Time and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its part.

Section 6.4   Governmental Filings; No Violations.

(a)   Other than the filing with the SEC of the Distribution Registration Statement and the RMT Partner Registration Statement, the filing of any amendment to the Organizational Documents of Spinco to effect the Separation, the Initial Spin, and Spinco Distribution and the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to Section 2.3, (ii) required under the rules and regulations of the NYSE, (iii) required under the HSR Act or any other applicable Antitrust Laws, the Exchange Act and the Securities Act, (iv) to comply with state securities or “blue-sky” Laws, and (v) as may be required with or to Foreign Regulators pursuant to Foreign Regulatory Laws, no filings, notices or reports are required to be made by any Spinco Entity with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by any Spinco Entity from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Spinco or the consummation by Spinco of the Transactions, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely to have a Spinco Material Adverse Effect or to prevent, materially delay or materially impair the ability of Spinco to consummate the Transactions.

(b)   The execution, delivery and performance by Spinco of this Agreement and the Transaction Documents to which it is or will be a party as of the First Effective Time do not and will not, and the consummation by Spinco of the Transactions and the transactions contemplated by such other Transaction Documents will not, constitute or result in (i) a breach or violation of, or a default under, the Organizational Documents of any Spinco Entity, (ii) with or without the lapse of time or the giving of notice or both, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the creation or acceleration of any obligations under, or the creation of a Lien on any Contracts binding upon any Spinco Entity, or, assuming (solely with respect to the performance of this Agreement and the consummation of the Transactions) the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods and authorizations referred to in Section 6.4(a) are made or obtained, under any Law, Governmental Order or Permit to which any Spinco Entity is subject, or (iii) any change in the rights or obligations under any Contract to which any Spinco Entity is a party, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, modification, payment, acceleration, creation or change that would not, individually or in the aggregate, reasonably be likely to have a Spinco Material Adverse Effect or to prevent, materially delay or materially impair the ability of Spinco to consummate the Transactions.

Section 6.5   Financial Statements.

(a)   Remainco has made available to RMT Partner and Merger Subs (i) the profit and loss statements of the Spinco Entities as of September 30, 2023 (the “Latest Spinco P&L”), and (ii) the consolidated balance sheets of the Spinco Entities as of September 30, 2023, and October 1, 2022, and the related consolidated statements of operations of the Spinco Entities for the year then ended (collectively, the “Spinco Financial Statements”).

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(b)   In each case, (i) the Spinco Financial Statements have been prepared consistently in accordance with Remainco’s historical accounting principles and practices, and (ii) the Spinco Financial Statements present consistently, as of their respective dates and for the periods set forth therein, the consolidated financial position and results of operations, as the case may be, of the Spinco Entities. The Spinco Financial Statements have been prepared based on the books and records of the Spinco Entities and, with respect to the Spinco Business, Remainco and its Affiliates and such books and records have been regularly maintained in the Ordinary Course, except to the extent created specifically for the purposes of effecting the transactions contemplated by this Agreement and the other Transaction Documents. The Spinco Financial Statements (other than the Latest Spinco P&L) fairly present, in all material respects, the financial position of the Spinco Business (taken as a whole) as of the date thereof and results of operations for the period then ended. Except as set forth in the Spinco Financial Statements, the Spinco Entities and the Spinco Business do not maintain any “off-balance-sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities Act. The systems of internal controls over financial reporting maintained by the Spinco Business and the Spinco Entities are sufficient to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, consistently applied and that all transactions are executed in accordance with management’s general or specific authorization.

(c)   Except for (i) liabilities disclosed, reflected, reserved against or otherwise provided for in the Spinco Financial Statements (other than the Latest Spinco P&L), (ii) liabilities incurred in the Ordinary Course of Spinco’s Business since September 30, 2023, or arising under this Agreement (none of which relates to breach of contract, breach of warranty, tort, infringement or violations of Law), (iii) liabilities that would not, individually or in the aggregate, reasonably be expected to be material to the Spinco Business, taken as a whole, or (iv) as set forth on Section 6.5(c) of the Spinco Disclosure Letter, the Spinco Entities do not have any liabilities of any nature, whether or not accrued, contingent or otherwise.

(d)   When delivered pursuant to Section 8.22, the Audited Financial Statements, the Subsequent Unaudited Spinco Financial Statements and the Subsequent Audited Spinco Financial Statements will (i) except as otherwise noted and reflected therein, have been prepared in accordance with GAAP, consistently applied, as at the dates and for the periods presented (subject, with respect to the Subsequent Unaudited Spinco Financial Statements, to normal year-end adjustments, as at the dates and for the periods presented), and (ii) fairly present in all material respects the financial position of the Spinco Business and the results of its operations as of the respective dates thereof and for the respective periods covered thereby on the basis by which the Audited Financial Statements, the Subsequent Unaudited Spinco Financial Statements and the Subsequent Audited Spinco Financial Statements, in each case, were prepared, except for the fact that the Spinco Business was not operated on a stand-alone basis during such periods and, therefore, the Audited Financial Statements, the Subsequent Unaudited Spinco Financial Statements and the Subsequent Audited Spinco Financial Statements will reflect certain costs allocations made that may not reflect what would have been incurred if the Spinco Business had been operated on a stand-alone basis during such periods. The Audited Financial Statements shall conform in all material respects to the published rules and regulations of the SEC applicable to financial statements for each of the periods that will be required to be included in the RMT Partner Registration Statement, the Distribution Registration Statement and the Tender Offer Statement (if applicable).

(e)   Remainco maintains disclosure controls and procedures designed to ensure that information required to be disclosed by Remainco with respect to the Spinco Business in its filings with the SEC under the Exchange Act is recorded and reported on a timely basis to the individuals responsible for the preparation of Remainco’s filings with the SEC under the Exchange Act.

(f)   None of the Spinco Entities has incurred any non-reported Indebtedness, or issued or sold any debt securities or rights to acquire any debt security of any Spinco Entity, the terms of which, or the terms of any instrument under which such Indebtedness, debt securities or rights were issued, requires the public listing of such Indebtedness, debt securities or rights or the maintenance by such Spinco Entity of registration under the Exchange Act. No Spinco Entity is a party to, or has any commitment to become a party to, any off-balance sheet joint venture, off-balance sheet partnership or any other “off-balance sheet arrangements” ​(as defined in Item 303(b) of Regulation S-K promulgated by the SEC) that is material to the Spinco Entities, taken as a whole.

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(g)   The information supplied or to be supplied by Remainco or any of its Subsidiaries (including the Spinco Entities) for inclusion in the Securities Filings will not, on the date of filing of the applicable Securities Filing or, in the case of the Distribution Registration Statement or the RMT Partner Registration Statement, at the time it becomes effective under the Securities Act or Exchange Act, as applicable, or on the dates the Proxy Statement is mailed to the shareholders of RMT Partner, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 6.6   Absence of Certain Changes.   Since October 2, 2022 (a) to the date of this Agreement, each Spinco Entity has conducted the Spinco Business in the Ordinary Course in all material respects, (b) there has not been any material damage, destruction or other casualty loss with respect to any material assets of any Spinco Entity, (c) there has not been a Spinco Material Adverse Effect, and (d) no Spinco Entity and, with respect to the Spinco Business, Remainco or any of its Affiliates, has taken any action that, if taken during the period from the date of this Agreement through the Closing Date without RMT Partner’s consent would constitute a breach of Section 8.1(a).

Section 6.7   Litigation.

(a)   There is no, and since January 1, 2021 there has been no, civil, criminal, administrative or other Proceeding pending or, to the Knowledge of Remainco, threatened against any of the Spinco Entities or, with respect to the Spinco Business, Remainco or any of its Affiliates or any of their respective properties or assets, nor is there any judgment, settlement, decree, injunction, writ, award, rule or order of any Governmental Entity or arbitrator outstanding against, or, to the Knowledge of Remainco, investigation or inquiry by any Governmental Entity, involving any Spinco Entity that would reasonably be expected to be, individually or in the aggregate, material to the Spinco Business.

(b)   There are not any (i) outstanding judgments against the Spinco Entities, (ii) Proceedings pending or, to the Knowledge of Remainco, threatened, against any of the Spinco Entities, or (iii) investigations by any Governmental Entity that are, to the Knowledge of Remainco, pending or threatened against Remainco or any of the Spinco Entities that would reasonably be expected to (A) have a material adverse effect on Spinco’s ability to perform its obligations under this Agreement and the other Transaction Documents to which it is a party or consummate the transactions contemplated hereby or thereby or (B) be, individually or in the aggregate, material to the Spinco Business, taken as a whole.

Section 6.8   Employee Benefits and Labor Matters.

(a)   Section 6.8(a) of the Spinco Disclosure Letter sets forth a true and complete list of each material Benefit Plan of the Spinco Entities as of the date of this Agreement.

(b)   Each Benefit Plan of the Spinco Entities has been administered in material compliance with its terms and the applicable provisions of the Code, ERISA and all other applicable Laws, rules and regulations and the terms of any applicable Collective Bargaining Agreement, and with respect to each Benefit Plan, the Spinco Entities have materially complied with such Laws and Collective Bargaining Agreements. As of the date hereof and, except as would not reasonably be expected to be, individually or in the aggregate, material to the Spinco Business, taken as a whole, as of the Closing, (i) except as set forth on Section 6.8(b) of the Spinco Disclosure Letter, there is no pending or threatened investigation, action, complaint, suit, proceeding or other claim (other than routine claims for benefits) in respect of any Benefit Plan of the Spinco Entities, (ii) no facts or circumstances exist that could give rise to any such actions, suits, or claims, (iii) contributions to all Benefit Plans have been made as required by applicable Laws, rules and regulations and no written or oral communication has been received from any Governmental Entity in respect of any Benefit Plan of the Spinco Entities concerning the funded status of any such plan or any transfer of assets and liabilities from any such plan in connection with the transaction contemplated herein during the past two (2) years, (iv) no administrative investigation, audit, Proceeding, or other administrative proceedings by any Governmental Entity are pending, threatened, or in progress, (v) with respect to each Benefit Plan, all reports, returns, notices and other documentation that are required to have been filed with or furnished to the appropriate Governmental

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Entity, or to the participants or beneficiaries of such Benefit Plan, have been filed or furnished on a timely basis, (vi) each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter from the IRS to the effect that the Benefit Plan satisfies the requirements of Section 401(a) of the Code and that its related trust is exempt from taxation under Section 501(a) of the Code (or such Benefit Plan is a prototype plan that is entitled to rely on an opinion letter issued by the IRS to the prototype plan sponsor regarding qualification of the form of the prototype plan) and, to the Knowledge of Remainco, there are no facts or circumstances that could reasonably be expected to cause the loss of such qualification, (vii) to the Knowledge of Remainco, no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply with the requirements of ERISA, the Code or any other applicable Laws in connection with the administration or investment of the assets of any Benefit Plan, (viii) no Service Provider has been improperly excluded from participation in any Benefit Plan, and none of the Spinco Entities has any direct or indirect liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer, (ix) no non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code has occurred involving any Benefit Plan, and (x) any bonding required with respect to the Benefit Plans in accordance with applicable provisions of ERISA has been obtained and is in full force and effect. Except as set forth on Section 6.8(b) of the Spinco Disclosure Letter, no Spinco Entity has incurred any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance or other benefits for any Service Provider, except as may be required pursuant to applicable Law, and at the expense of such Service Provider.

(c)   Except as set forth on Section 6.8(c) of the Spinco Disclosure Letter, no Benefit Plan of the Spinco Entities exists that would reasonably be expected to (i) entitle any Spinco Employee to any payment, benefit or right, or increase in payment, benefit or right, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the Benefit Plans of the Spinco Entities, or (iii) limit or restrict the right of any Spinco Entity to merge, amend or terminate any of the Benefit Plans of the Spinco Entities, in each case as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby (whether alone or in connection with any subsequent event(s)).

(d)   No Benefit Plan of the Spinco Entities is a Multiemployer Plan or Multiple Employer Plan, and no Spinco Entity has at any time sponsored or contributed to, or has or had any obligation to sponsor or contribute to, or has or had any liability or obligation in respect of, any Multiemployer Plan or Multiple Employer Plan.

(e)   Except as set forth on Section 6.8(e) of the Spinco Disclosure Letter, none of the Spinco Entities has any actual or contingent obligation with respect to any employee benefit plan or arrangement that is subject to Section 302 of ERISA, Title IV of ERISA, Sections 412 and 4971 of the Code, that is due to the Spinco Entities’ affiliation with any of their respective ERISA Affiliates.

(f)   None of the execution and delivery of this Agreement, approval of this Agreement or the consummation of the transactions contemplated by this Agreement could (either alone or in combination with another event) result in the payment of any amount that could, individually or in combination with any other payment, constitute an “excess parachute payment” ​(as defined in Section 280G(b)(1) of the Code). None of the Spinco Entities is a party to or has any obligation under any Benefit Plan or otherwise to compensate, gross-up or indemnify any person for Taxes, including those payable pursuant to Section 409A or 4999 of the Code.

(g)   With respect to each Foreign Plan, (i) all employer and employee contributions to each Foreign Plan required by Law or by the terms of such Foreign Plan have been made, or, if applicable, accrued in accordance with normal accounting practices, (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Closing, with respect to all Service Providers or beneficiaries in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Plan, and no transaction