Opening the filing
8-K
Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On September 18, 2026 (the “Refinancing Date”), Clearwater Paper Corporation (the “Company”) entered into a Second Amended and Restated Credit Agreement by and among the Company, AgWest Farm Credit, PCA, as administrative agent (the “Agent”), and the lenders party thereto (the “Credit Agreement”). The credit facilities provided under the Credit Agreement that are summarized below replace both the (i) term revolver facility previously provided under the Company’s Amended and Restated Credit Agreement dated May 1, 2024, among the Company, the Agent and the lenders party thereto (as amended, the “Existing Credit Agreement”) and (ii) revolving credit facility previously provided under the Company’s ABL Credit Agreement dated July 26, 2019, by and among the Company, as borrower, the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, the “ABL Credit Agreement”). The Credit Agreement amends and restates the Existing Credit Agreement.
The credit facilities provided under the Credit Agreement consist of (i) a revolving loan commitment in the maximum principal amount (subject to borrowing base limitations based on a percentage of applicable eligible receivables and eligible inventory) of $200 million (the “Revolving Loan Facility”), $15 million of which was drawn after giving effect to the closing of the Credit Agreement transaction on the Refinancing Date and (ii) a term loan commitment in the aggregate principal amount of $275 million (the “Term Loan Facility”), which was fully drawn after giving effect to the closing of the Credit Agreement transaction on the Refinancing Date. A portion of the Revolving Loan Facility of up to $10 million is available for the issuance of letters of credit. After the Company delivers its financial statements for the fiscal year ending December 31, 2027, the Company may increase commitments under the Revolving Loan Facility by an aggregate principal amount of up to $100 million in accordance with the requirements of the Credit Agreement and subject to obtaining commitments for such increase from participating lenders and certain other conditions.
The proceeds from the Refinancing Date borrowings under the Credit Agreement were used by the Company to fund the redemption in full of $275 million aggregate principal amount of the Company’s 2028 Notes (defined below), to pay in full and terminate its ABL Credit Agreement, and to pay fees and expenses incurred in connection with the Credit Agreement and the other transactions in connection therewith.
The Credit Agreement matures and the lending obligations under the Revolving Loan Facility terminate on September 18, 2031. The obligations of the Company under the Credit Agreement are secured by liens on substantially all personal property assets, and upon satisfaction of certain post-closing conditions will be secured by all material real property assets (including its mills in Georgia, Arkansas, and Idaho), of the Company and each of its domestic subsidiaries that are guarantors of the Credit Agreement.
The Company may, at its option, prepay and reborrow any borrowings under the Revolving Loan Facility, in whole or in part, at any time and from time to time without premium or penalty (except in certain circumstances). Borrowings under the Revolving Loan Facility are also subject to mandatory prepayment if borrowings exceed applicable borrowing base limits. The Company may, at its option, prepay any borrowings under the Term Loan Facility, in whole or in part, at any time and from time to time without premium or penalty. The Company is required to repay the aggregate outstanding principal amount of the borrowings under the Term Loan Facility in annual installments of $5.5 million on December 1 of each year, commencing on December 1, 2027. In addition, the Company must make mandatory prepayments of principal under the Term Loan Facility upon the occurrence of certain specified events, including certain asset sales (subject to customary reinvestment rights), receipt of proceeds from settlements of or payments in respect of any property or casualty insurance claim or any condemnation proceeding (subject to customary reinvestment rights) and debt issuances not otherwise permitted under the Credit Agreement. Any remaining outstanding principal balance under the Credit Agreement is repayable on the maturity date.
The foregoing description of the Credit Agreement is qualified in its entirety by reference to the Credit Agreement which is attached hereto as Exhibit 10.1 and which is incorporated by reference herein.
Item 1.02. Termination of a Material Definitive Agreement.
Redemption of 4.750% Senior Notes due 2028 and Satisfaction and Discharge of Indenture On September 18, 2026, the Company notified the holders of the Company’s existing 4.750% Senior Notes due 2028 (the “2028 Notes”) of the Company’s election to redeem in full the currently outstanding $275 million aggregate principal amount of 2028 Notes on October 3, 2026 (the “Redemption Date”), in accordance with that certain Indenture dated as of August 18, 2020 (the “Indenture”), by and among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), governing the 2028 Notes. Using the proceeds from the Credit Agreement, the Company irrevocably deposited with the Trustee sufficient funds to fund the redemption of the 2028 Notes on the Redemption Date. As a result, the Company’s and the guarantors’ obligations under the Indenture have been discharged in accordance with its terms, and in connection with the redemption, the Company paid accrued and unpaid interest of $1.7 million through the Redemption Date, after which the 2028 Notes will be fully redeemed as of the Redemption Date.
Termination of ABL Credit Agreement Concurrently with the Company’s entry into the Credit Agreement described in Item 1.01 above, the Company paid in full and terminated the ABL Credit Agreement. As a result, the Company’s and the guarantors’ obligations under the ABL Credit Agreement have been discharged.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Form 8-K is incorporated by reference herein in its entirety.
Exhibit 99.1
EX-99.1 d112859dex991.htm EX-99.1 EX-99.1 Exhibit 99.1
Clearwater Paper Refinances Debt and Secures New Credit Facility
September 21, 2026 SPOKANE, Wash., Clearwater Paper Corporation (NYSE: CLW) today announced the successful refinancing of its senior notes due in 2028, along with the refinancing of both its existing term revolver credit facility and its existing ABL revolving credit facility. The existing notes and credit facilities have been replaced with a new term loan and revolving credit facility, meaningfully extending the company’s debt maturities.
On September 18, 2026, Clearwater Paper entered into an amended and restated credit agreement with AgWest Farm Credit, PCA, as administrative agent, and a syndicate of lenders.
The new financing package includes: