Item 1.01. Entry into a Material Definitive Agreement
On November 11, 2009, Schweitzer-Mauduit International, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman, Sachs & Co., as representative of the several underwriters named therein (the "Underwriters"), relating to the public offering and sale of shares of the Company's common stock, par value $0.10 per share. Pursuant to the Underwriting Agreement, the Underwriters have agreed to purchase, subject to customary closing conditions, 1,800,000 shares of the Company's common stock at a public offering price per share of $60.00, which will result in approximately $108 million in gross proceeds to the Company before deducting underwriting discounts and commissions and other offering expenses. The sale of such shares is expected to close on November 17, 2009. The Company has also granted the Underwriters a 30-day option to purchase up to 270,000 additional shares of common stock on the same terms and conditions as the purchase and sale of the 1,800,000 shares of common stock referred to above.
The offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-162991), including the prospectus dated November 9, 2009 contained therein, as supplemented by the preliminary prospectus supplement dated November 9, 2009 and the prospectus supplement dated November 11, 2009.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement which is filed as Exhibit 1.1 hereto, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

The following exhibits are filed herewith:
1.1 Underwriting Agreement, dated as of November 11, 2009, by and among the Company and Goldman, Sachs & Co., as representative of the several underwriters named therein.

5.1 Opinion of Troutman Sanders LLP

23.1 Consent of Troutman Sanders LLP (included in Exhibit 5.1)

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