UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
On December 1, 2023, Mativ Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report the completion of its sale of the Company’s Engineered Papers business to Evergreen Hill Enterprises Pte. Ltd., an affiliate of PT Bukit Muria Jaya (the “EP Divestiture”). The purpose of this amendment to the Original Form 8-K is to provide (i) the pro forma financial information required by Item 9.01(b) of Form 8-K, and (ii) historical unaudited supplemental financial information reflecting the impact of the EP Divestiture as discontinued operations and presenting certain Non-GAAP financial measures on a comparable basis beginning with the first quarter of 2022.
| Item 7.01. | Regulation FD Disclosure |
Due to the significance of the EP Divestiture which is accounted for as discontinued operations, the Company is providing the historical unaudited supplemental financial information set forth in the attached Exhibit 99.2 to reflect the impact of the EP Divestiture as discontinued operations and to present certain Non-GAAP financial measures quarterly on a comparable basis beginning with the first quarter of 2022. The Company previously filed a Current Report on Form 8-K on December 22, 2022 to provide supplemental combined legacy financial information to reflect the changes to the Company’s reportable segments following the closing of the merger with Neenah, Inc. (the “Neenah Merger”). The quarters ended March 31, 2022 and June 30, 2022 included in Exhibit 99.2 also reflect the adjustments for the Neenah Merger previously reported on the December 22, 2022 Current Report on Form 8-K.
This information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as expressly set forth by specific reference to such filings.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
Pursuant to Article 11 of Regulation S-X, the following unaudited pro forma financial information of the Company, giving effect to the EP Divestiture, is attached hereto as Exhibit 99.1 to this Form 8-K/A and incorporated herein by reference:
| • | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2023; |
| • | Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months ended September 30, 2023; and |
| • | Unaudited Pro Forma Condensed Consolidated Statements of Operations for the years ended December 31, 2022, 2021, and 2020. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mativ Holdings, Inc. | ||
| By: | /s/ Mark W. Johnson | |
| Mark W. Johnson | ||
| Chief Legal Officer and Corporate Secretary | ||
Dated: December 6, 2023