Item 1.01 Entry into a Material Definitive Agreement

Amended and Restated Term Loan B Credit Agreement



On June 30, 2020, Neenah, Inc. (the "Company") entered into a Term Loan Credit
Agreement, dated as of June 30, 2020, by and among the Company, as borrower,
certain of its domestic subsidiaries, as guarantors (the "Guarantors", and
together with the Company, the "Term Loan Parties"), a syndicate of banks,
financial institutions and other entities as lenders (together with their
assignees, the "2020 Term Lenders"), and JPMorgan Chase Bank, N.A., as
administrative agent for the 2020 Term Lenders (the "Administrative Agent"),
providing the Company with a $200 million term loan B facility (the "2020 Term
Loan B").

On April 6, 2021, the Company entered into an Amendment and Restatement
Agreement, dated as of April 6, 2021 (the "Amendment and Restatement
Agreement"), by and among the Company, as borrower, the Guarantors, a syndicate
of banks, financial institutions and other entities as lenders, including but
not limited to certain 2020 Term Lenders (collectively, the "Term Lenders"), and
the Administrative Agent, pursuant to which the Term Lenders provided the
Company with an increased, replacement term loan B facility in the principal
amount of $450 million, on the terms set forth in the Amendment and Restatement
Agreement and an amended and restated term loan credit agreement, dated as of
April 6, 2021 attached as an annex to the Amendment and Restatement Agreement
(together with the Amendment and Restatement Agreement, the "Term Loan Credit
Agreement").

The Term Loan Credit Agreement provides a seven-year term loan B facility (the
"Term B Facility") in the initial principal amount of $450 million (the "Term
Loan B"), which replaces the 2020 Term Loan B. Cash proceeds of borrowings on
the closing date under the Term B Facility were used by the Company to pay the
cash consideration for the Acquisition (as defined in Item 2.01 below),
including the repayment of certain existing debt of ITASA (as defined in Item
2.01 below) and its subsidiaries (collectively, the "ITASA Companies"), and to
pay fees and expenses in connection with the Acquisition, the Term B Facility
and the Fourth Amendment (as hereinafter defined) to the Credit Agreement (as
hereinafter defined). The Company will use any remaining proceeds of the Term B
Facility for general corporate purposes of the Company and its subsidiaries.

Under the terms of the Term Loan Credit Agreement, and subject to certain
conditions, the Company may from time to time solicit the Term Lenders or new
lenders to provide incremental term loan financing under the Term B Facility,
ranking pari passu in right of payment and security with the Term B Facility
(each an "Incremental Term Facility"). Such incremental financings, together
with any incremental equivalent debt incurred in accordance with the Term Loan
Credit Agreement, cannot exceed, in the aggregate, the sum of $150 million, plus
the amount of certain voluntary prepayments of the Term Loan B, plus additional
amounts which can be incurred if the Company satisfies a secured leverage ratio
as set forth in the Term Loan Credit Agreement. The proceeds of an Incremental
Term Facility may be used for general corporate purposes of the Company and its
subsidiaries, including permitted acquisitions, investments and other uses not
prohibited by the Term Loan Credit Agreement. In the event that the all-in-yield
for any Incremental Term Facility is more than 50 basis points higher than the
corresponding all-in-yield for the then outstanding Term Loan B, as determined
by the Administrative Agent in accordance with standard market practices, then
the all-in-yield with respect to the outstanding Term Loan B will be increased
so that its all-in yield will be 50 basis points less than the all-in yield on
such Incremental Term Facility.

The obligations under the Term Loan Credit Agreement are jointly and severally
guaranteed by all material, wholly owned, direct and indirect U.S. subsidiaries
of the Company other than certain controlled foreign corporation holding
companies ("CFC Holding Companies") and are, or are to be, secured by all or
substantially all of the assets of the Term Loan Parties, including (i) a first-
priority security interest in all of the tangible and intangible non-current
assets of the Term Loan Parties (including, among other things, intellectual
property, real property, machinery and equipment, and all issued and outstanding
capital stock of their direct, material, wholly owned U.S. subsidiaries other
than CFC Holding Companies, and 65% of the issued and outstanding voting capital
stock, and 100% of issued and outstanding non-voting capital stock, of CFC
Holding Companies and material, first-tier foreign subsidiaries (other than
subsidiaries of such CFC Holding Companies) ) (collectively, the "TLB Priority
Collateral"), and (ii) a second-priority security interest in all of the current
assets of the Term Loan Parties comprising priority collateral of the GABL
Lenders (as defined below) (including, among other things, accounts and accounts
receivable; inventory; deposit accounts, securities accounts and commodities
accounts, and cash, cash equivalents and other property held in such accounts;
and commercial tort claims) (together with the TLB Priority Collateral, the
"Collateral").

Under the terms of the Term Loan Credit Agreement, borrowings under the Term B
Facility will bear interest at a per annum rate equal to either (a) the
reserve-adjusted LIBOR rate for interest periods of one, two or three months,
plus an applicable rate of 3.00% per annum, or (b) the Alternate Base Rate, plus
an applicable rate of 2.00% per annum. "Alternate Base Rate" will be equal to
the greatest of (1) the prime rate as quoted from time to time in The Wall
Street Journal or published by the Federal Reserve Board, (2) the overnight bank
funding rate established by the Federal Reserve Bank of New York, plus 50 basis
points, and (3) one-month reserve-adjusted LIBOR plus 100 basis points. The
Alternate Base Rate is subject to a "floor" of 1.5%, and the adjusted LIBOR rate
is subject to a "floor" of 0.5%.

The Term Loan B is repayable in equal quarterly installments commencing on
September 30, 2021 in an aggregate annual amount equal to 1% of the original
principal amount of the Term B Facility (subject to certain reductions in
connection with debt prepayments and debt buybacks). The entire unpaid principal
balance of the Term Loan B, together with all accrued and unpaid interest
thereon, will be due and payable at maturity on April 6, 2028.

The Term Loan Credit Agreement contains provisions requiring mandatory
prepayment of the Term Loan B from: (a) 100% of the net cash proceeds from any
non-ordinary course sale or other disposition of assets by the Company and its
subsidiaries, including as a result of casualty or condemnation (in each case
subject to certain exceptions, including de minimis thresholds, the right of the
Company and its

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subsidiaries to reinvest such proceeds in assets used or useful in the business
of the Company and its subsidiaries, and limitations on the repatriation of cash
by foreign subsidiaries); (b) 100% of the net cash proceeds from issuances or
. . .

Item 2.01 Completion of Acquisition or Disposition of Assets



On April 6, 2021, the Company completed its previously announced acquisition
(the "Acquisition") of all of the outstanding capital stock of Global Release
Liners, S.L., a Spanish limited company ("ITASA"), from Magnum Capital and other
minority shareholders for approximately €205 million in cash, inclusive of debt
extinguishment and subject to customary closing adjustments. ITASA, through its
subsidiaries, is a leading global coater and converter of release liners used in
fast-growing hygiene, tapes, industrial, labels, composites and various other
end markets. The Acquisition was funded with available cash-on-hand and the net
proceeds of the Term Loan B described in Item 1.01 of this Current Report on
Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

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Item 9.01 Financial Statements and Exhibits

(a) Financial statements of business acquired.



The Company intends to file the financial statements of ITASA required by this
Item no later than 71 calendar days after the date that this Current Report on
Form 8-K is required to be filed.

(b) Pro forma financial information.



The Company intends to file the pro forma financial information reflecting the
Acquisition required by this Item no later than 71 calendar days after the date
that this Current Report on Form 8-K is required to be filed.

(d) Exhibits:



   Exhibit No.           Description of Exhibit
       2.1                 Sale and Purchase and Assignment Agreement,

dated March 1, 2021, by and


                         among Neenah, Inc., Barbel, S.À R.L. and Uzturre

Capital, S.L.


       104               Cover Page Interactive Data File (embedded within

the Inline XBRL document).

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