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): May 16, 2013
 
NEENAH PAPER, INC.
(Exact name of registrant as specified in charter)

Delaware	 	001-32240	 	20-1308307	
(State of incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	
 
3640 Preston Ridge Road
Alpharetta, Georgia 30005
(Address of principal executive offices / Zip Code)
 
(678) 566-6500
(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:
 
o             Written communications pursuant to Rule 425 under the Securities Act.
 
o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
 
o             Pre-commencement communications pursuant to Rule 14d—2(b) under the Exchange Act.
 
o             Pre-commencement communications pursuant to Rule 13e—4(c) under the Exchange Act.

 

 
Item 8.01 Other Events.
 
On May 16, 2013, Neenah Paper, Inc. issued a press release announcing the pricing of its previously announced offering of $175 million aggregate principal amount of senior notes due 2021 (the “2021 Notes”) in a private placement. A copy of the press release is attached hereto as Exhibit 99.1
 
Item 9.01           Financial Statements and Exhibits.
 
(d) Exhibits

Exhibit No.	 	Description of Exhibit	
 	 	 	
99.1	 	Press Release dated May 16, 2013 announcing the pricing of the 2021 Notes.	
 
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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 hereunto duly authorized.

 	NEENAH PAPER, INC.	
 	(Registrant)	
 	 	
Dated: May 16, 2013	By:	/s/ Steven S. Heinrichs	
 	 	Steven S. Heinrichs	
 	 	Senior Vice President, General Counsel and Secretary	
 
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Exhibit Index

Exhibit No.	 	Description of Exhibit	
 	 	 	
99.1	 	Press Release dated May 16, 2013 announcing the pricing of the 2021 Notes.	
 
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Exhibit 99.1

 

Contact:	Neenah Paper, Inc.	
 	Bill McCarthy	
 	Vice President – Financial Analysis and Investor Relations	
 	678-518-3278	

Neenah Announces Pricing of 5.25% Senior Notes Offering Due 2021
 
Alpharetta, Georgia – May 16, 2013 – Neenah Paper, Inc. (NYSE:NP) announced today the pricing of its previously announced private offering of senior unsecured notes maturing in 2021. A total of $175 million aggregate principal amount of senior unsecured notes, which will bear an interest rate of 5.25% per annum, will be issued. The offering is expected to close on or about May 23, 2013, subject to customary closing conditions.
 
The Company intends to use the net proceeds of the offering to redeem in full the outstanding balance of its existing 7.375% senior unsecured notes due 2014, and to repay all borrowings under its secured revolving credit facility. Any remaining funds will be used for general corporate purposes.
 
The 2021 notes will be guaranteed by the Company’s current and future restricted subsidiaries that guarantee any other debt of the Company or its domestic restricted subsidiaries (other than guarantees by the Issuer’s foreign subsidiaries of the Company’s existing senior notes due 2014, which the Company intends to redeem in full with a portion of the proceeds from the issuance of the notes).  The notes will be offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside of the United States under Regulation S under the Securities Act.
 
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
 
The notes to be issued in the offering have not been registered under the Securities Act, or any applicable state laws. Accordingly, the notes may not be offered or sold in the U.S. or to U.S. persons without registration or an applicable exemption under the Securities Act and applicable state securities laws.
 
About Neenah Paper, Inc.
 
Neenah is a leader in premium image and performance-based products, including filtration, specialized substrates used for tapes, labels and other products, and high-end printing papers. Products are marketed under well-known brands such as CLASSIC®, ASTROBRIGHTS®, ENVIRONMENT®, CRANE®, ROYAL SUNDANCE®, Southworth® KIMDURA®, Gessner®, JET-PRO® SofStretch(TM) and varitess®. Neenah is headquartered in Alpharetta, Georgia and its products are sold in over 70

 
countries worldwide from manufacturing operations in the United States and Germany. Additional information can be found at the company’s web site, www.neenah.com .
 
Cautionary Note Regarding Forward-Looking Statements
 
Certain statements in this press release may constitute “forward-looking” statements as defined in Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), or in releases made by the Securities and Exchange Commission, all as may be amended from time to time. Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of the PSLRA. Any such forward-looking statements reflect our beliefs and assumptions and are based on information currently available to us and are subject to risks and uncertainties that could cause actual results to differ materially including, but not limited to: (i) unexpected challenges associated with the integration of the Wausau premium business; (ii) changes in prices for pulp, energy, latex and other raw materials, (iii) worldwide economic conditions, (iv) U.S. dollar/euro and other exchange rates, (v) significant capital and credit market volatility, (vi) the availability of raw materials, (vii) unanticipated expenditures related to the cost of compliance with environmental and other governmental regulations and (viii) the ability of the company to realize anticipated cost savings. These and other factors that could cause or contribute to actual results differing materially from any forward-looking statements are discussed in more detail in our other filings with the Securities and Exchange Commission. Forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. Neenah Paper, Inc. cautions investors that any forward-looking statements we make are not guarantees or indicative of future performance.
 
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