SUMMARY

The following summary contains selected information about the Issuer, the offering, and the Transactions and highlights information contained elsewhere in this offering memorandum. This summary is qualified in its entirety by the more detailed information and consolidated financial statements included elsewhere in this offering memorandum. This summary is not complete and may not contain all the information that may be important to you. You should carefully read the entire offering memorandum, including the information set forth under “Disclosure Regarding Forward-Looking Statements,” “Risk Factors,” “Summary Historical and Pro Forma Financial Data,” “Combined Financial Statements of Spinco (the HHNF Business),” and “Historical Consolidated Financial Statements of Glatfelter” included elsewhere in this offering memorandum, before making an investment decision. The Notes will initially be issued by the Escrow Issuer, a Wholly Owned Subsidiary of BGI. As a result of the Transactions, Magnera will assume the obligations under the Notes. In addition, substantially concurrently with the completion of the Transactions, each wholly owned domestic subsidiary of Magnera that guarantees Magnera’s new Credit Facilities will, jointly and severally, guarantee the Notes.

Unless indicated otherwise or the context otherwise requires, throughout this offering memorandum: (i) references to the “Issuer” are (x) prior to the Magnera Assumption, the Escrow Issuer and (y) thereafter, Magnera; and (ii) references to “we,” “us,” “our,” “Magnera,” and “the Combined Company” are to Magnera Corporation and its subsidiaries (including Spinco and its subsidiaries constituting the HHNF Business and Glatfelter, as applicable, when used in a context before the Closing).

Unless indicated otherwise or the context requires: (i) the content of this offering memorandum has been prepared as if the Transactions have been consummated, and (ii) any information identified in this offering memorandum as “pro forma” or “on a pro forma basis” gives effect to the consummation of the Transactions.

Our Company

Glatfelter entered into certain definitive agreements with Berry and certain of their respective subsidiaries, which provide for a series of transactions, including the spinoff of the HHNF Business and subsequent merger of the HHNF Business with and into a subsidiary of Glatfelter. In connection with the Transactions, Glatfelter will be renamed Magnera Corporation. Magnera is a leading global provider, in the growing specialty materials industry, of polymer-based and fiber-based solutions, supported by strong innovation capabilities, with significant geographic diversification and presence in all major markets. Magnera offers an extensive portfolio of proprietary technologies that cater to a wide range of industries, including healthcare, hygiene, and specialty end markets. Magnera leverages the technical expertise, innovation capabilities, and operational excellence of both predecessor companies to deliver high-performance, sustainable materials that meet the evolving needs of customers worldwide.

Magnera has an extensive global footprint and operates state-of-the-art manufacturing facilities across North America, Europe, and Asia, providing unparalleled scale, flexibility, and responsiveness to customers. Magnera’s product offerings include nonwoven fabrics and engineered materials used in critical applications such as medical supplies, hygiene products, filtration systems, and other sustainable solutions. By integrating Berry HHNF’s leadership in nonwovens with Glatfelter’s engineered materials strengths, we believe that Magnera is well-positioned to provide innovative, eco-friendly solutions that address complex challenges in the modern supply chain. Magnera is expected to be a leader in sustainability, collaborating across the value chain to achieve a more circular economy.

Leading Magnera will be a highly experienced, world-class management team focused on value creation. The senior management team will be led by a tenured group of industry veterans with expertise across various functions, committed to driving results. Curtis (Curt) L. Begle is the CEO designee and the current President of the Health, Hygiene & Specialties Division at Berry, one of its four business units. Mr. Begle has extensive involvement in the consumer packaging and engineered materials industry, and his experience includes leadership of global commercial, operations, supply chain, human resources, and innovation. 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. 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. Mr. Manroa joined Berry in 2005 in an engineering role and progressed through various roles in plant leadership, product management, and supply chain. The management team’s extensive and proven track record of success within the sector is expected to serve to further Magnera’s position as a global leader in the nonwovens and specialty materials industry.

Glatfelter Corporation

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 fifteen manufacturing sites located in the United States, Canada, Germany, the United Kingdom, France, Spain, and the Philippines.

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Glatfelter manages its business and makes investment decisions under a functional operating model with three distinct reporting segments: Airlaid Materials, Composite Fibers, and Spunlace. 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. Airlaid Materials’ customers are industry leading consumer product companies, as well as private label converters. Glatfelter’s Composite Fibers segment processes specialty long fibers, primarily from natural sources such as abaca, and other materials. 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.

Berry Global Group, Inc.

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. Berry’s customers consist of a diverse mix of global, national, regional, and local specialty businesses.

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 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 HHNF Business

Berry’s HHNF Business is a leading global supplier of a broad range of innovative non-woven and related products that serve 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 combined net sales. Its operations consist of seventeen 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’ combined net sales. Its operations consist of thirteen 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 “Combined Financial Statements of Spinco (the HHNF Business)” and the notes thereto included elsewhere in this offering memorandum.

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 collaborating 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 attributable to any particular grouping of related intellectual property 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, 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 reduction of 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 alternative substrates.

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At the end of the Berry (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 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 that provides the framework for ethical business practices.

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.

Magnera Operations Snapshot

The strategic combination of Glatfelter and the HHNF Business will bring together a well-invested, global footprint, positioned to serve global and regional customers across all major continents. Magnera will have:

Magnera’s operations will be organized into two reporting segments, Americas and Rest of World, to align Magnera with its customers, optimize costs, provide improved service, and drive future growth. The Americas segment is expected to be Magnera’s largest segment, and accounts for 61% of consolidated net sales on a combined basis for the fiscal year ended September 30, 2023. Its operations consist of seventeen 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 39% of Magnera’s consolidated net sales on a combined basis for the fiscal year ended September 30, 2023. Its operations consist of thirteen manufacturing facilities. This segment primarily manufactures a broad collection of healthcare, food and beverage, hygiene and industrial products and components of products including baby diapers, medical garments, wipes, face masks, corrosion protection, cable wrap, and filtration.

Magnera generated pro forma revenue of approximately $3.5 billion and pro forma Adjusted EBITDA of approximately $455 million based on combined results for the last twelve months period ended June 29, 2024, inclusive of synergies. Magnera expects run-rate cost synergies of $55 million and combined pro forma adjustments of $12 million to be realized by the end of the third full year after the completion of the Transactions. See “Unaudited Pro Forma Condensed Consolidated Financial Information” and “Risk Factors.”

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Our Industry

The global nonwovens and specialty materials industry serves a variety of end markets including hygiene, healthcare, automotive, construction, and filtration. Unlike traditional fabrics, nonwovens are bonded using thermal, mechanical, or chemical processes, making them versatile, lightweight, and in many cases disposable. Technological advancements in the industry have led to a broadening application base that has fueled the industry’s expansion. Today, Magnera estimates its total addressable market to be forty-billion dollars.

Key Drivers of Growth

Increasing Demand for Hygiene Products. Populations around the globe continue to be increasingly hygiene focused. This can be seen in the adoption of baby diapers and feminine hygiene products in emerging markets as well as the demand for sophisticated adult incontinence products by those aging in developed countries.

Post-Pandemic Focus on Infection Prevention. The Covid-19 pandemic changed the medical industry permanently. The use of disposable medical supplies such as surgical gowns, drapes, and face masks are crucial to infection control in hospitals. The industry continues to see substitution from reusable medical supplies to disposable products.

Air and Water Quality. Demand for filtration media continues to increase as more populations around the globe desire clean air and water as part of rising standards of living. The growing demand for filtration now extends to automotive filters, HVAC filters, and pool filtration systems.

Our Products

Magnera is a global leader in nonwovens and specialty materials. Magnera is expected to provide the industry’s broadest product offering in combination with industry-leading innovative technologies, making it the partner of choice for the world’s largest Consumer Packaged Goods companies (“CPG’s”). Magnera’s global leadership will extend to sustainable product offerings as well, where it has developed innovative sustainable options for many of its key product categories. In addition to the products sold to industry customers, Magnera offers a robust suite of brands that hold leading positions withing their respective categories.

Key product categories include surface cleaning wipes, absorbent hygiene products, healthcare apparel, food and beverage filtration and packaging products, dryer sheets, and building wraps. The essential components that Magnera produces enhance overall performance in customer products. Within each product category, Magnera offers multiple applications that service the entire value chain from branded products to private label.

Many of Magnera’s products are proprietary. With over one thousand patents, Magnera has an unwavering commitment to innovation resulting in trusted partnerships with its customers and superior products with differentiated technology.

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Our Customers

Magnera has over one thousand customers it serves globally. Customers consist of the world’s largest CPG’s and leaders in the personal care, food and beverage and medical industries. Magnera has cultivated these relationships over the decades and has long standing relationships of over fifteen years with its top customers. Today, Magnera’s top ten customers span across various regions including North America, South America, Europe, and Asia, and account for approximately forty percent of total sales on a pro forma basis.

Magnera’s industry-leading scale and technology allows it to be the preferred innovation partner. Innovating new product offerings has been the cornerstone of Magnera’s long-tenured customer relationships. Approximately fifty percent of Magnera’s sales, on a pro forma basis, to its top ten customers is based on technology proprietary to Magnera. This unique relationship dynamic has created long-term stability within Magnera’s customer base, resulting in less than two percent change in sales over the last five years with its top ten customers.

Magnera is highly integrated with its customer base. Magnera partners with customers to pursue new technologies and creates components critical to key product categories. Magnera works on unique projects with select customers, making products specific to customer needs through Intellectual Property, creating longstanding, mutually beneficial relationships with them.

Our Competitors

The global nonwovens and specialty materials industry is heavily fragmented. Few competitors compete with Magnera on all substrates and in all geographies. The combination of Glatfelter’s and the HHNF Business’ highly complementary product suite, including both polymer-based and fiber-based solutions, positions Magnera as a leading global competitor in the specialty materials industry. The Combined Company’s size and full-suite product offering gives it an unparalleled advantage in the industry.

Strategic Rationale and Benefits

Creates a Leading Global Competitor in the Specialty Materials Industry. The combination of Glatfelter’s and the HHNF Business’ highly complementary product suite, including both polymer-based and fiber-based solutions, is expected to position Magnera as a leading global competitor in the specialty materials industry with favorable long-term growth dynamics.

The HHNF Business brings an extensive portfolio of proprietary technologies, with a strong focus on healthcare, hygiene, and specialty end markets, while Glatfelter provides a broad range of innovation capabilities and sustainability solutions. Magnera generated pro forma revenue of approximately $3.5 billion and pro forma Adjusted EBITDA of approximately $455 million based on combined results for the last twelve months period ended June 29, 2024. We also expect that cost synergies of $55 million and combined pro forma adjustments of $12 million will be realized by end of the third full year after the completion of the Transactions. See “Unaudited Pro Forma Condensed Consolidated Financial Information” and “Risk Factors.”

Highly Complementary Portfolios. The Transactions bring together the complementary portfolios of Glatfelter and the HHNF Business to the benefit of consumers. The Transactions will combine the HHNF Business’ 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 Glatfelter’s 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. Magnera 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 Glatfelter and the HHNF Business is expected to create a leading global competitor in the specialty materials industry with an extensive product portfolio and forty-six state-of-the-art global manufacturing locations that employ approximately 9,000 employees. Glatfelter and the HHNF Business portfolio also have significant blue-chip customer connections that, coupled with innovation and operational growth, Magnera believes will enhance overall customer value propositions with cross-selling opportunities. Following the Transactions, we believe Magnera will be well-positioned to deliver substantial value to over 1,000 customers in all major markets.

Innovation and Technology. The combination of Glatfelter 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 Glatfelter’s and the HHNF Business’ existing operational expertise, along with deep industry knowledge and technical know-how.

Significant Expected Synergies. We expect 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, Magnera is expected to achieve $55 million of estimated annual cost synergies, which is a 46% realization rate of the $120 million targeted synergy pipeline. These synergies are expected to be the result of direct procurement, manufacturing, supply chain / logistics and general and administrative savings. The management team has identified $12 million of potential savings opportunities. However, there can be no assurance that we will be able to realize these synergies on the time frame described or at all. See “Risk Factors.”

Improved Leverage Profile. We expect the Transactions to improve Magnera’s post-Transaction leverage profile to increase shareholder value. Following the Transactions, we expect Magnera to have pro forma net leverage of 4.0x, on a pro forma Adjusted EBITDA basis including expected synergies.

Tax Efficient Structure. The Transactions are structured as a Reverse Morris Trust-type transaction. This structure was chosen because, among other things, it provides a tax-efficient method to combine Glatfelter and the HHNF Business, thereby making a Reverse Morris Trust-type structure economically more appealing to the parties as compared to a taxable transaction structure. To preserve the tax-free treatment of the Spinco Distribution and any related transactions, Magnera will be required to abide by certain restrictions that could limit its ability to engage in certain future business transactions that may otherwise be advantageous.

The RMT Transaction

Overview

On February 6, 2024, Glatfelter and the Merger Subs entered into certain definitive agreements with Berry and Spinco. Pursuant to the definitive agreements and subject to the terms and conditions contained therein, among other things, (1) Berry will transfer the HHNF Business to Spinco in the Separation; (2) Spinco will make the Special Cash Payment to BGI, which will constitute the cash consideration that Berry will receive in connection with the Closing and is estimated to be approximately $1.1 billion, subject to adjustment, and is equal to all the proceeds of the debt financing, after taking into account certain adjustments to calculate the Special Cash Payment; (3) Berry will distribute to its stockholders all the issued and outstanding shares of Spinco common stock held by Berry on the Spinco Distribution Date by way of the Spin-Off ; (4) Glatfelter will amend the Existing Glatfelter Charter to, among other things, effect a reverse stock split of all the issued and outstanding shares of Glatfelter common stock and increase the number of authorized shares of Glatfelter 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. Upon Closing, Glatfelter will change its name to Magnera Corporation and the NYSE ticker symbol to “MAGN.”

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 Glatfelter common stock, such that immediately following the First Effective Time, 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 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 Effective Time (in each case, excluding any overlaps in the pre-Merger Glatfelter shareholder and Berry stockholder bases).

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

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, Berry and Glatfelter and certain of their respective affiliates, including Spinco, will enter into other Ancillary Agreements in connection with the Transactions, including the Transition Services Agreement. These agreements, which are described in greater detail in “The Transactions — Other Agreements Related to the Transactions,” will govern the relationship among Berry and Glatfelter and their respective affiliates, including Spinco, after the completion of the Transactions.

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Following the Transactions, Magnera, as the combined company, will own and operate the HHNF Business through Spinco and will also continue Glatfelter’s current businesses.

Each party’s obligation to complete the Transactions is subject to the satisfaction (or waiver, where applicable) of certain conditions, including receipt of approval by the shareholders of Glatfelter of (i) the proposal regarding the issuance of shares of Glatfelter common stock to Spinco stockholders in the Merger, and (ii) the proposals regarding the amendment of Glatfelter’s amended and restated articles of incorporation, including the increase in the number of authorized shares of Glatfelter common stock and to give effect to a reverse stock split. Glatfelter shareholders must approve each of these proposals by the requisite number of votes of shares of Glatfelter common stock at the Glatfelter special meeting to be held on October 23, 2024.

In connection with the Transactions, Spinco is expected to borrow $1,085 million in aggregate principal amount of senior secured term loans (the “Term Loans, and such Term Loan credit facility, the “Term Loan Facility”) and enter into a $350 million senior secured asset based revolving credit facility (the “Revolving Credit Facility,” and together with the “Term Loan Facility,” the “Credit Facilities”). See “Description of Other Indebtedness.” Following the completion of the Transactions, all obligations of Spinco with respect to the Credit Facilities will be ultimately assumed by Magnera.

We intend to use the net proceeds from this offering, together with the net proceeds of the Term Loan Facility, to fund the Special Cash Payment, to repay certain existing debt of Glatfelter and its subsidiaries, and to pay certain fees and expenses related to the Transactions and this offering. See “Use of Proceeds.”

Transactions Steps

Below is a step-by-step list illustrating the material events relating to the Transactions.

Step #1 — The Separation. Prior to the Spinco Distribution and the Merger, 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, certain assets and liabilities constituting the HHNF Business and 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) 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 BGI, which is a cash distribution to BGI equal to all the proceeds of the Notes and Term Loan Facility, 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 the issued and outstanding shares of Spinco common stock to Berry.

Step #4 — The Spinco Distribution. On the Closing Date, Berry will distribute 100% of the shares of Spinco common stock to Berry stockholders by way of a Spin-Off. Each record holder of Berry common stock on the Spinco 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 Spinco 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 date of the Spinco Distribution, 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 Spinco Distribution record date and the denominator of which is the total number of shares of Berry common stock outstanding on the Spinco Distribution record date (for the avoidance of doubt, excluding shares held by any member of the Berry Group or the Spinco Group).

Step #5 — The Existing 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, effect a reverse stock split of all the issued and outstanding Glatfelter common stock and increase the number of authorized shares of Glatfelter 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 Glatfelter common stock, such that immediately following the First Effective Time, 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 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 Effective Time (in each case, excluding any overlaps in the pre-Merger Glatfelter shareholder and Berry stockholder bases). The foregoing are subject to certain conditions to their completion.

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The following diagram is a simplified corporate structure chart and does not contemplate the complete structure of Glatfelter or Berry.

The Issuer

The Notes will be issued by the Escrow Issuer, BGI’s wholly owned, unrestricted subsidiary. Promptly upon the completion of the Transactions, under the Magnera Assumption, Magnera will assume all obligations under the Notes and indenture, the guarantors shall provide guarantees of the Notes and the Escrow Issuer will be released from its obligations. Following the Magnera Assumption, the Notes will be the senior secured obligations of Magnera and will be secured on a first priority basis by the assets of Magnera and the subsidiary guarantors (other than excluded assets and the assets securing the Revolving Credit Facility on a first priority basis for which the Notes will be secured on a second priority basis). The security documents with respect to the Notes will also provide that the Existing Glatfelter Notes will be secured on an equal and ratable basis with the Notes for so long as the Notes are outstanding. If the Escrow Conditions are not satisfied on or prior to five business days after March 3, 2025, or such earlier date as BGI determines in its sole discretion that any of the Escrow Conditions, including the Magnera Assumption, cannot be satisfied, the Escrow Issuer will be required to redeem the Notes no later than five business days thereafter at a price equal to 100% of the issue price thereof, together with accrued and unpaid interest, if any, and accreted discount, if any, on the Notes from the Issue Date of the Notes to, but not including, the date of redemption. Funds held in the segregated escrow account would be released and applied to pay for any such redemption.

Upon the satisfaction of the Escrow Conditions, the funds held in the segregated escrow account will be released, and Berry will use the net proceeds of this offering, together with the net proceeds of the Term Loan Facility, to fund the Special Cash Payment to BGI from Spinco, to repay certain existing debt of Glatfelter and its subsidiaries, and to pay certain fees and expenses related to the Transactions. Pending release from the segregated escrow account, upon the written direction of the Escrow Issuer, the cash held in the segregated escrow account may be invested in cash equivalents and/or U.S. government securities.

No separate financial information has been provided in this offering memorandum for the Escrow Issuer because (1) the Escrow Issuer is recently formed and does not conduct any operations; (2) the Escrow Issuer has no material assets; and (3) upon consummation of the Transactions, Magnera will assume all the Escrow Issuer’s obligations under the Notes. The indenture governing the Notes will restrict the Escrow Issuer from conducting any business operations other than those in connection with the issuance of the Notes offered hereby and the transactions contemplated by the escrow agent and collateral agreement to be entered into among the Escrow Issuer and                                                          , as escrow agent and trustee. See “Description of Notes — Escrow of Gross Proceeds.”

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Reconciliation of Non-GAAP Measures

Adjusted EBITDA of Spinco, Adjusted EBITDA of Glatfelter and Pro Forma Adjusted EBITDA of Magnera are supplemental financial measures that are not required by, or presented in accordance with, GAAP. The following tables reconciles these non-GAAP financial measures to comparable measures determined in accordance with GAAP. See “Non-GAAP Financial Measures.”

Spinco Adjusted EBITDA Reconciliation

Glatfelter Adjusted EBITDA Reconciliation

Magnera Pro Forma Adjusted EBITDA Reconciliation

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