UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
October 29, 2024
TREASURE HOLDCO,
INC.
(Exact name of registrant as specified in charter)
| Delaware |
000-56679 |
99-0807091 |
| (State of incorporation) |
(Commission File No.) |
(IRS Employer
Identification No.) |
101 Oakley Street
Evansville, Indiana 47710
(Address of principal executive offices / Zip Code)
(812) 424-2904
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x Written
communications pursuant to Rule 425 under the Securities Act.
¨Soliciting material pursuant to Rule
14a-12 under the Exchange Act.
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act.
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act.
Securities registered pursuant to Section 12(b)
of the Exchange Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
| N/A |
N/A |
N/A |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
October 29, 2024, Treasure Holdco, Inc. (“Spinco”), amended its Certificate of Incorporation to increase the total
number of shares of stock that Spinco is authorized to issue from 1,000 to 115,500,000 (the “Charter Amendment”), all of which
are shares of Common Stock, par value $0.01 per share. The Charter Amendment was filed in connection with the planned distribution of
all of the issued and outstanding shares of Spinco’s Common Stock to the holders of common stock of Berry Global Group, Inc.
(“Berry”) in connection with the previously announced combination
of Berry’s Health, Hygiene and Specialties Global Nonwovens and Films business (the “HHNF Business”) with Glatfelter
Corporation, a Pennsylvania corporation (“Glatfelter”), in a Reverse Morris Trust transaction.
The
foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Cautionary Statement Concerning
Forward-Looking Statements
Statements
in this Report that are not historical, including statements relating to the expected timing, completion and effects of the proposed transaction
between Berry and Glatfelter, are considered “forward-looking” within the meaning of the federal securities laws and are presented
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements
because they contain words such as “believes,” “expects,” “may,” “will,” “should,”
“would,” “could,” “seeks,” “approximately,” “intends,” “plans,”
“estimates,” “projects,” “outlook,” “anticipates” or “looking forward,” or
similar expressions that relate to strategy, plans, intentions, or expectations. All statements relating to estimates and statements about
the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction, benefits
of the transaction, including future financial and operating results, executive and Board transition considerations, the combined company’s
plans, objectives, expectations and intentions, and other statements that are not historical facts are forward-looking statements. In
addition, senior management of Berry and Glatfelter, from time to time may make forward-looking public statements concerning expected
future operations and performance and other developments.
Actual
results may differ materially from those that are expected due to a variety of factors, including without limitation: the occurrence of
any event, change or other circumstances that could give rise to the termination of the proposed transaction; the risk that the necessary
regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated or may be delayed; risks that
any of the other closing conditions to the proposed transaction may not be satisfied in a timely manner; risks that the anticipated tax
treatment of the proposed transaction is not obtained; risks related to potential litigation brought in connection with the proposed transaction;
uncertainties as to the timing of the consummation of the proposed transaction; unexpected costs, charges or expenses resulting from the
proposed transaction; risks and costs related to the implementation of the separation of the HHNF
Business into Spinco, including timing anticipated to complete the separation; any changes to the configuration of the businesses
included in the separation if implemented; the risk that the integration of the combined company is more difficult, time consuming or
costly than expected; risks related to financial community and rating agency perceptions of each of Berry and Glatfelter and its business,
operations, financial condition and the industry in which they operate; risks related to disruption of management time from ongoing business
operations due to the proposed transaction; failure to realize the benefits expected from the proposed transaction; effects of the announcement,
pendency or completion of the proposed transaction on the ability of the parties to retain customers and retain and hire key personnel
and maintain relationships with their counterparties, and on their operating results and businesses generally; and other risk factors
detailed from time to time in Glatfelter’s and Berry’s reports filed with the SEC, including annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC. These risks, as well as
other risks associated with the proposed transaction, are more fully discussed in the proxy statement/prospectus and the registration
statements filed with the SEC in connection with the proposed transaction. The foregoing list of important factors may not contain all
of the material factors that are important to you. New factors may emerge from time to time, and it is not possible to either predict
new factors or assess the potential effect of any such new factors. Accordingly, readers should not place undue reliance on those statements.
All forward-looking statements are based upon information available as of the date hereof. All forward-looking statements are made only
as of the date hereof and neither Berry nor Glatfelter undertake any obligation to update or revise any forward-looking statement as a
result of new information, future events or otherwise, except as otherwise required by law.
Additional
Information and Where to Find It
This
Report may be deemed to be solicitation material in respect of the proposed transaction between Berry and Glatfelter. In connection with
the proposed transaction, Glatfelter filed the Registration Statement with the SEC which was declared effective on September 17,
2024. Glatfelter has also filed a Proxy Statement/Prospectus which was sent to Glatfelter’s shareholders on or about September 20,
2024. In addition, Spinco filed a registration statement on Form 10 in connection with its separation from Berry. This Report is
not a substitute for the registration statements, proxy statement/prospectus or any other document which Berry and/or Glatfelter may file
with the SEC. STOCKHOLDERS OF BERRY AND GLATFELTER ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE REGISTRATION
STATEMENTS, ANY AMENDMENTS OR SUPPLEMENTS THERETO AND PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of the registration statements and Proxy Statement/Prospectus
as well as other filings containing information about Berry and Glatfelter, as well as Spinco, without charge, at the SEC’s website,
www.sec.gov. Copies of documents filed with the SEC by Berry or Spinco will be made available free of charge on Berry’s investor
relations website at ir.berryglobal.com. Copies of documents filed with the SEC by Glatfelter will be made available free of charge on
Glatfelter’s investor relations website at www.glatfelter.com/investors.
No
Offer or Solicitation
This
Report is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer
to sell, subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful, prior to registration or qualification
under the securities laws of any such jurisdiction. No offer or sale of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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TREASURE HOLDCO, INC. |
| |
|
(Registrant) |
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|
|
| Dated: November 4, 2024 |
By: |
/s/ Jason K. Greene |
| |
|
Name: Jason K. Greene |
| |
|
Title: General Counsel |
Exhibit 3.1
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Delaware |
Page 1 |
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The First State |
|
I,
JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF AMENDMENT OF “TREASURE HOLDCO, INC.”, FILED IN THIS OFFICE ON THE TWENTY-NINTH DAY OF OCTOBER, A.D. 2024, AT 2:01 O’CLOCK
P.M.
| |
/s/
Jeffrey W. Bullock |
| |
Jeffrey
W. Bullock, Secretary of State |
| |
 |
|
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|
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|
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|
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2911817 8100
SR# 20244072162 |
|
| You may verify this certificate online
at corp.delaware.gov/authver.shtml |
Authentication: 204748393
Date: 10-29-24 |
State
of Delaware
Secretary
of State
Division
of Corporations
Delivered
02:01 PM 10/29/2024
FILED
02:01 PM 10/29/2024
SR
20244072162 - File Number 2911817
FIRST
CERTIFICATE OF AMENDMENT
TO
THE
CERTIFICATE
OF INCORPORATION OF
TREASURE
HOLDCO, INC.
Treasure
Holdco, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),
certifies that:
| 1. | The
name of the Corporation is “Treasure Holdco, Inc.” |
| 2. | The
Corporation’s Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on January 16, 2024 (the “Certificate of Incorporation”).
|
| 3. | The
Certificate of Incorporation is hereby amended by deleting the Fourth Article of the Certificate
of Incorporation in its entirety, and inserting a new Fourth Article in lieu thereof, as follows: |
“FOURTH:
The total number of shares of all classes of stock which the Corporation shall have authority to issue is 115,500,000 shares, all of
which are shares of Common Stock par value $0.01 per share.”
| 4. | The
board of directors of the Corporation, the requisite majority of the outstanding stock of the Corporation entitled to vote thereon,
and the requisite majority of the outstanding stock of each class of stock of the Corporation entitled to vote thereon as a class,
have duly adopted the foregoing amendment to the Certificate of Incorporation of the Corporation in accordance with Sections
141, 228, and 242 of the General Corporation Law of the State of Delaware. |
| 5. | This
First Certificate of Amendment to the Certificate of Incorporation of the Corporation shall
be effective at the time of its filing with the Secretary of State of the State of Delaware. |
[The
Remainder of this Page has been Intentionally Left Blank]
THE
UNDERSIGNED, for the purpose of amending the Certificate of Incorporation of Treasure Holdco, Inc. pursuant to the General Corporation
Law of the State of Delaware, does make this First Certificate of Amendment, hereby declaring and certifying that this is my act and
deed and the facts herein stated are true, and accordingly has hereunto set my hand on October 29, 2024.
| |
Treasure Holdco, Inc. |
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|
|
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By: |
/s/ Jason K. Greene |
| |
Name: |
Jason K. Greene |
| |
Title: |
Executive Vice President, General Counsel and Secretary |
[Signature
Page to Certificate of Amendment]
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