Magnera Corp

Major Shareholding Notification • Sep 7, 2023

SC 13D/A 1 d536533dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Glatfelter Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

377316104

(CUSIP Number)

Carlson Capital, L.P.

Attn: Rahim Ibrahim

2100 McKinney Avenue, Suite 1900

Dallas, TX 75201

(214) 932-9600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 6, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 377316104 SCHEDULE 13D

1	NAMES OF REPORTING PERSON Carlson Capital, L.P.
2	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8	SHARED VOTING POWER 6,465,000
9	SOLE DISPOSITIVE POWER 0
10	SHARED DISPOSITIVE POWER 6,465,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,465,000
12	CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 14.35%
14	TYPE OF REPORTING
PERSON PN, IA

2

CUSIP No. 377316104 SCHEDULE 13D

1	NAMES OF REPORTING PERSON Double Black Diamond Offshore Ltd.
2	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman
Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8	SHARED VOTING POWER 4,246,355
9	SOLE DISPOSITIVE POWER 0
10	SHARED DISPOSITIVE POWER 4,246,355

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,246,355
12	CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 9.43%
14	TYPE OF REPORTING
PERSON CO

3

CUSIP No. 377316104 SCHEDULE 13D

1	NAMES OF REPORTING PERSON Black Diamond Arbitrage Offshore Ltd.
2	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman
Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8	SHARED VOTING POWER 1,754,229
9	SOLE DISPOSITIVE POWER 0
10	SHARED DISPOSITIVE POWER 1,754,229

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,754,229
12	CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 3.89%
14	TYPE OF REPORTING
PERSON CO

4

CUSIP No. 377316104 SCHEDULE 13D

1	NAMES OF REPORTING PERSON EDCA 2019 Fund, L.P.
2	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8	SHARED VOTING POWER 464,416
9	SOLE DISPOSITIVE POWER 0
10	SHARED DISPOSITIVE POWER 464,416

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 464,416
12	CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 1.03%
14	TYPE OF REPORTING
PERSON PN

5

CUSIP No. 377316104 SCHEDULE 13D

1	NAMES OF REPORTING PERSON Asgard Investment Corp. II
2	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8	SHARED VOTING POWER 6,465,000
9	SOLE DISPOSITIVE POWER 0
10	SHARED DISPOSITIVE POWER 6,465,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,465,000
12	CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 14.35%
14	TYPE OF REPORTING
PERSON CO

6

CUSIP No. 377316104 SCHEDULE 13D

1	NAMES OF REPORTING PERSON Clint D. Carlson
2	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF
ORGANIZATION United
States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
8	SHARED VOTING POWER 6,465,000
9	SOLE DISPOSITIVE POWER 0
10	SHARED DISPOSITIVE POWER 6,465,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,465,000
12	CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 14.35%
14	TYPE OF REPORTING
PERSON IN

7

EXPLANATORY NOTE

This Amendment No. 2 (“ Amendment No. 2 ”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “ SEC ”) on October 17, 2022 (as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on March 31, 2023 and this Amendment No. 2, the “ Schedule 13D ”) with respect to shares of common stock, par value $0.01 per share (the “ Common Shares ”), of Glatfelter Corporation (the “ Issuer ”). This Amendment No. 2 amends Items 3 and 5 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The Reporting Persons used the amounts set forth in Annex B to purchase the additional Common Shares reported in this Amendment No. 2.

The source of the funds used to acquire the Common Shares reported herein is the working capital of the Funds and margin borrowings described in the following sentence. Such Common Shares are held by the Reporting Persons in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 6,465,000 Common Shares. Based upon a total of 45,045,910 Common Shares outstanding as of July 28, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed with the Securities and Exchange Commission on August 3, 2023, the Reporting Persons’ shares represent approximately 14.35% of the outstanding Common Shares.

Carlson Capital, Asgard II and Mr. Carlson may be deemed to beneficially own and have the power to vote and direct the disposition of (i) the 4,246,355 Common Shares reported herein as owned by DOF, (ii) the 1,754,229 Common Shares reported herein as owned by DAO and (iii) the 464,416 Common Shares reported herein as owned by EDCA.

DOF may be deemed to beneficially own and has the power to vote and dispose the 4,246,355 Common Shares reported herein as owned by it, which shares represent approximately 9.43% of the outstanding Common Shares.

DAO may be deemed to beneficially own and has the power to vote and dispose the 1,754,229 Common Shares reported herein as owned by it, which shares represent approximately 3.89% of the outstanding Common Shares.

EDCA may be deemed to beneficially own and has the power to vote and dispose the 464,416 Common Shares reported herein as owned by it, which shares represent approximately 1.03% of the outstanding Common Shares.

(c) The Reporting Persons have not effected any transactions in the Common Shares in the last 60 days preceding September 6, 2023, other than as set forth herein on Appendix B.

(d) Except as set forth herein, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares.

8

(e) Not applicable.

The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Shares reported herein.

9

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: September 8, 2023

DOUBLE BLACK DIAMOND OFFSHORE LTD.
By: Carlson Capital, L.P., its investment manager
By: Asgard Investment Corp. II, its general partner
By:	/s/ Clint D. Carlson
Name:	Clint D. Carlson
Title:	President
BLACK DIAMOND ARBITRAGE OFFSHORE LTD.
By: Carlson Capital, L.P., its investment manager
By: Asgard Investment Corp. II, its general partner
By:	/s/ Clint D. Carlson
Name:	Clint D. Carlson
Title:	President
EDCA 2019 Fund, L.P.
By: Carlson Capital, L.P., its investment manager
By: Asgard Investment Corp. II, its general partner
By:	/s/ Clint D. Carlson
Name:	Clint D. Carlson
Title:	President
CARLSON CAPITAL, L.P.
By: Asgard Investment Corp. II, its general partner
By:	/s/ Clint D. Carlson
Name:	Clint D. Carlson
Title:	President

ASGARD INVESTMENT CORP. II
By:	/s/ Clint D. Carlson
Name:	Clint D. Carlson
Title:	President
CLINT D. CARLSON
/s/ Clint D. Carlson

Appendix B

Set forth below is a list of transactions in shares of the Issuer’s Common Shares which, to the best of the knowledge of the Reporting Persons, have been effected in the past 60 days preceding September 6, 2023 in the ordinary course of business. The Reporting Persons engaged in the following open market transactions which are summarized below, to report (i) the total amount of shares that were the subject of transactions effected on each day and (ii) the price per share on each day at which the transactions were effected:

Trade Date — 08/15/2023	Entity — Double Black Diamond Offshore Ltd.	Purchase	69,553	Price — $ 2
08/15/2023	Black Diamond Arbitrage Offshore Ltd.	Purchase	87,489	$ 2
08/15/2023	EDCA 2019 Fund, L.P.	Purchase	22,958	$ 2
08/15/2023	Double Black Diamond Offshore Ltd.	Purchase	1,932	$ 2.0258
08/15/2023	Black Diamond Arbitrage Offshore Ltd.	Purchase	2,430	$ 2.0258
08/15/2023	EDCA 2019 Fund, L.P.	Purchase	638	$ 2.0258
08/16/2023	Double Black Diamond Offshore Ltd.	Purchase	22,171	$ 1.9993
08/16/2023	Black Diamond Arbitrage Offshore Ltd.	Purchase	30,519	$ 1.9993
08/16/2023	EDCA 2019 Fund, L.P.	Purchase	12,310	$ 1.9993
09/05/2023	Double Black Diamond Offshore Ltd.	Purchase	200,000	$ 1.9217
09/06/2023	Double Black Diamond Offshore Ltd.	Purchase	100,000	$ 2.0004