SPOKANE, Wash. (News release) -- Clearwater Paper Corporation, a premier supplier of quality consumer tissue and bleached paperboard, today announced that it has entered into a definitive agreement to sell its tissue business to Sofidel America Corporation, a subsidiary of Sofidel S.p.A., a leading manufacturer of paper for hygienic and domestic use, for $1.06 billion, subject to adjustments for debt, cash, transaction expenses and net working capital. The transaction represents the next step in the Company's transformation to become a premier independent supplier of paperboard to North American converters and the conclusion of its previously announced review of strategic options for the tissue business.

"We are pleased to have reached this agreement with Sofidel, which we believe positions Clearwater Paper for its next chapter of growth and value creation," said Arsen Kitch, President and Chief Executive Officer. "Clearwater Paper is transforming into a premier paper supplier in North America. Upon completion of this transaction, we intend to deleverage our balance sheet while scaling and diversifying our paperboard business to meet the needs of our customers. We look forward to delivering innovative and sustainable products to our converter customers while generating strong returns for our shareholders."

Mr. Kitch continued, "Our tissue business has delivered excellent financial and operational performance, supported by outstanding service. We believe this business needs scale and investment to drive growth over the longer term, and we are excited to watch its continued progress as part of Sofidel. We appreciate the dedication of our talented team members across the organization, who have been instrumental to the successful execution of our strategy."

"The acquisition of Clearwater Paper's tissue business is another important milestone on our path to meet the growing demand for our products in the United States," said Luigi Lazzareschi, Chief Executive Officer of Sofidel. "We look forward to welcoming all the new employees into our family and integrating the tissue business into our network to strengthen our growth by achieving scale and expanding our ability to deliver sustainable, energy efficient products to customers."

Transaction Details

The $1.06 billion price represents a multiple of approximately six times the Adjusted EBITDA of Clearwater Paper's tissue segment during the twelve months ending March 31, 2024. The Company expects net proceeds from the transaction of approximately $850 million, which it intends to use to meaningfully delever its balance sheet and invest in growth initiatives for its continuing operations.

The transaction is expected to close in the latter part of 2024, subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Goldman Sachs & Co. LLC is serving as financial advisor to Clearwater Paper, and Pillsbury Winthrop Shaw Pittman LLP is serving as legal advisor.

Availability and Timing of Second Quarter 2024 Earnings Results

In a separate release issued today, the Company announced that it will release its second quarter 2024 results on Tuesday, August 6, 2024. Mr. Kitch and Chief Financial Officer Sherri Baker will discuss the results during a conference call that day at 2 p.m. Pacific Time. Additional information on this event can be accessed at Clearwater Paper's website: http://ir.clearwaterpaper.com.