SEC Comment Letter 0000000000-24-009962 to Glatfelter Corp (GLT) (CIK 0000041719) (MAGN)
Glatfelter Corp (GLT) (CIK 0000041719)
Date: Sept. 3, 2024 · CIK: 0000041719 · Accession: 0000000000-24-009962
AI Filing Summary & Sentiment
File numbers found in text: 333-281733
Letter
September 3, 2024 Thomas Fahnemann Chief Executive Officer Glatfelter Corp 4350 Congress Street, Suite 600 Charlotte, NC 28209 Re:Glatfelter Corp Registration Statement on Form S-4 Filed on August 23, 2024 File No. 333-281733 Dear Thomas Fahnemann: We have reviewed your registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Form S-4 filed August 23, 2024 Material U.S. Federal Income Tax Consequences, page 215 We note you have included a short-form tax opinion as Exhibit 8.1 to the registration statement. Please revise this section to state clearly that the disclosure is the opinion of named counsel, and to ensure that the disclosure clearly identifies and articulates the opinion being rendered with respect to each material tax consequence being opined upon. Refer to Sections III.B and III.C of Staff Legal Bulletin 19 for guidance. Without limitation, address the following:
•Revise disclosures on pages 216 and 217 that appear to inappropriately condition the opinion: "Provided Berry receives the IRS Ruling and the Tax Opinion, the Spinco Distribution, so qualifies as a tax-free distribution, and the IRS Ruling and Tax Opinion continue to be valid, and in full force and effect" and "Provided that Berry receives the Tax Opinion, the Merger so qualifies as a 'reorganization,' and the Tax Opinion continues to be valid, and in full force and effect."1.
September 3, 2024 Page 2
•Revise disclosure on page 218 that assumes the reverse stock split will not be integrated, and effectively describes the related tax consequences hypothetically, to fully discuss the expected tax treatment and consequences. If this opinion is subject to uncertainty, counsel may issue a "should" or "more likely than not" opinion, disclose why it cannot give a "will" opinion, describe the degree of uncertainty in the opinion, and provide relevant risk factor disclosure. Exhibits 2.Please revise the tax opinion filed as Exhibit 8.1 to address the following:
•The assumptions in paragraphs (b)-(d) appear to inappropriately refer to the registration statement in contractual terms. Counsel may assume that the registration statement has been declared effective pursuant to the Securities Act. Refer to Section II.B.3.a of Staff Legal Bulletin 19.
•The assumptions in paragraphs (c) and (d) appear overly broad. Refer to Sections II.B.3.a and III.C.3 of Staff Legal Bulletin 19 for guidance.
•The statement, "no opinion should be inferred as to the tax consequences, whether federal, state, local or foreign, of any transactions related to the Statements," appears inconsistent with your opinion "as to the material United States federal income tax consequences of the Spinco Distribution . . . and the Merger." General 3.Please include a form of proxy card marked as “preliminary” in your next amendment. Note that this should be filed as an appendix rather than an as exhibit. Refer to Note to paragraph (a)(3) of Exchange Act Rule 14a-4.
September 3, 2024 Page 3 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Charles Eastman at 202-551-3794 or Martin James at 202-551-3671 if you have questions regarding comments on the financial statements and related matters. Please contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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September 3, 2024
Thomas Fahnemann
Chief Executive Officer
Glatfelter Corp
4350 Congress Street, Suite 600
Charlotte, NC 28209
Re:Glatfelter Corp
Registration Statement on Form S-4
Filed on August 23, 2024
File No. 333-281733
Dear Thomas Fahnemann:
We have reviewed your registration statement and have the following comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-4 filed August 23, 2024
Material U.S. Federal Income Tax Consequences, page 215
We note you have included a short-form tax opinion as Exhibit 8.1 to the registration
statement. Please revise this section to state clearly that the disclosure is the opinion of
named counsel, and to ensure that the disclosure clearly identifies and articulates the
opinion being rendered with respect to each material tax consequence being opined
upon. Refer to Sections III.B and III.C of Staff Legal Bulletin 19 for guidance. Without
limitation, address the following:
•Revise disclosures on pages 216 and 217 that appear to inappropriately condition the
opinion: "Provided Berry receives the IRS Ruling and the Tax Opinion, the Spinco
Distribution, so qualifies as a tax-free distribution, and the IRS Ruling and Tax
Opinion continue to be valid, and in full force and effect" and "Provided that Berry
receives the Tax Opinion, the Merger so qualifies as a 'reorganization,' and the Tax
Opinion continues to be valid, and in full force and effect."1.
September 3, 2024
Page 2
•Revise disclosure on page 218 that assumes the reverse stock split will not be
integrated, and effectively describes the related tax consequences hypothetically, to
fully discuss the expected tax treatment and consequences. If this opinion is subject to
uncertainty, counsel may issue a "should" or "more likely than not" opinion, disclose
why it cannot give a "will" opinion, describe the degree of uncertainty in the opinion,
and provide relevant risk factor disclosure.
Exhibits
2.Please revise the tax opinion filed as Exhibit 8.1 to address the following:
•The assumptions in paragraphs (b)-(d) appear to inappropriately refer to the
registration statement in contractual terms. Counsel may assume that the registration
statement has been declared effective pursuant to the Securities Act. Refer to Section
II.B.3.a of Staff Legal Bulletin 19.
•The assumptions in paragraphs (c) and (d) appear overly broad. Refer to
Sections II.B.3.a and III.C.3 of Staff Legal Bulletin 19 for guidance.
•The statement, "no opinion should be inferred as to the tax consequences, whether
federal, state, local or foreign, of any transactions related to the Statements," appears
inconsistent with your opinion "as to the material United States federal income tax
consequences of the Spinco Distribution . . . and the Merger."
General
3.Please include a form of proxy card marked as “preliminary” in your next amendment.
Note that this should be filed as an appendix rather than an as exhibit. Refer to Note to
paragraph (a)(3) of Exchange Act Rule 14a-4.
September 3, 2024
Page 3
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Charles Eastman at 202-551-3794 or Martin James at 202-551-3671 if you
have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing