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Carlson Capital LP
07/02/2024 | Press release | Distributed by Public on 07/02/2024 14:06
Amendment to Beneficial Ownership Report - Form 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. 4)*
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)
June 29, 2024
(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 disclosures provided in a prior cover page. |
The information required on 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 ("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 Persons. I.R.S. Identification Nos. of above persons (entities only). Carlson Capital, L.P. |
|
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ |
|
| 3. |
SEC Use Only |
|
| 4. |
Source of Funds (See Instructions) AF |
|
| 5. |
Check if Disclosure of Legal Proceedings 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 |
7. |
Sole Voting Power 0 |
||
| 8. |
Shared Voting Power 4,705,691 |
|||
| 9. |
Sole Dispositive Power 0 |
|||
| 10. |
Shared Dispositive Power 4,705,691 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 4,705,691 |
|
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
|
| 13. |
Percent of Class Represented by Amount in Row (11) 10.4% |
|
| 14. |
Type of Reporting Person (See Instructions) PN, IA |
| CUSIP No. 377316104 | SCHEDULE 13D |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Double Black Diamond Offshore Ltd. |
|
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ |
|
| 3. |
SEC Use Only |
|
| 4. |
Source of Funds (See Instructions) WC |
|
| 5. |
Check if Disclosure of Legal Proceedings 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 |
7. |
Sole Voting Power 0 |
||
| 8. |
Shared Voting Power 4,605,691 |
|||
| 9. |
Sole Dispositive Power 0 |
|||
| 10. |
Shared Dispositive Power 4,605,691 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 4,605,691 |
|
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
|
| 13. |
Percent of Class Represented by Amount in Row (11) 10.2% |
|
| 14. |
Type of Reporting Person (See Instructions) CO |
| CUSIP No. 377316104 | SCHEDULE 13D |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Black Diamond Offshore Ltd. |
|
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ |
|
| 3. |
SEC Use Only |
|
| 4. |
Source of Funds (See Instructions) WC |
|
| 5. |
Check if Disclosure of Legal Proceedings 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 |
7. |
Sole Voting Power 0 |
||
| 8. |
Shared Voting Power 100,000 |
|||
| 9. |
Sole Dispositive Power 0 |
|||
| 10. |
Shared Dispositive Power 100,000 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 100,000 |
|
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
|
| 13. |
Percent of Class Represented by Amount in Row (11) 0.2% |
|
| 14. |
Type of Reporting Person (See Instructions) CO |
| CUSIP No. 377316104 | SCHEDULE 13D |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Black Diamond Arbitrage Offshore Ltd. |
|
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ |
|
| 3. |
SEC Use Only |
|
| 4. |
Source of Funds (See Instructions) WC |
|
| 5. |
Check if Disclosure of Legal Proceedings 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 |
7. |
Sole Voting Power 0 |
||
| 8. |
Shared Voting Power 0 |
|||
| 9. |
Sole Dispositive Power 0 |
|||
| 10. |
Shared Dispositive Power 0 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
|
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
|
| 13. |
Percent of Class Represented by Amount in Row (11) 0% |
|
| 14. |
Type of Reporting Person (See Instructions) CO |
| CUSIP No. 377316104 | SCHEDULE 13D |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). EDCA 2019 Fund, L.P. |
|
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ |
|
| 3. |
SEC Use Only |
|
| 4. |
Source of Funds (See Instructions) WC |
|
| 5. |
Check if Disclosure of Legal Proceedings 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 |
7. |
Sole Voting Power 0 |
||
| 8. |
Shared Voting Power 0 |
|||
| 9. |
Sole Dispositive Power 0 |
|||
| 10. |
Shared Dispositive Power 0 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
|
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
|
| 13. |
Percent of Class Represented by Amount in Row (11) 0% |
|
| 14. |
Type of Reporting Person (See Instructions) PN |
| CUSIP No. 377316104 | SCHEDULE 13D |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Asgard Investment Corp. II |
|
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ |
|
| 3. |
SEC Use Only |
|
| 4. |
Source of Funds (See Instructions) AF |
|
| 5. |
Check if Disclosure of Legal Proceedings 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 |
7. |
Sole Voting Power 0 |
||
| 8. |
Shared Voting Power 4,705,691 |
|||
| 9. |
Sole Dispositive Power 0 |
|||
| 10. |
Shared Dispositive Power 4,705,691 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 4,705,691 |
|
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
|
| 13. |
Percent of Class Represented by Amount in Row (11) 10.4% |
|
| 14. |
Type of Reporting Person (See Instructions) CO |
| CUSIP No. 377316104 | SCHEDULE 13D |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Clint D. Carlson |
|
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ |
|
| 3. |
SEC Use Only |
|
| 4. |
Source of Funds (See Instructions) AF |
|
| 5. |
Check if Disclosure of Legal Proceedings 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 |
7. |
Sole Voting Power 0 |
||
| 8. |
Shared Voting Power 4,705,691 |
|||
| 9. |
Sole Dispositive Power 0 |
|||
| 10. |
Shared Dispositive Power 4,705,691 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 4,705,691 |
|
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
|
| 13. |
Percent of Class Represented by Amount in Row (11) 10.4% |
|
| 14. |
Type of Reporting Person (See Instructions) IN |
Explanatory Note
This Amendment No. 4 ("Amendment No. 4") 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, Amendment No. 2 to the Original Schedule 13D filed with the SEC on September 8, 2023, Amendment No. 3 to the Original Schedule 13D filed with the SEC on October 13, 2023 and this Amendment No. 4, 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. 4 amends Items 3 and 5 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons received the amounts set forth in Annex B from the sale of the Common Shares reported in this Amendment No. 4.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 4,705,691 Common Shares. Based upon a total of 45,252,530 Common Shares outstanding as of May 6, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed with the Securities and Exchange Commission on May 9, 2024, the Reporting Persons' shares represent approximately 10.4% 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 the 4,705,691 Common Shares reported herein as owned by DOF.
DOF may be deemed to beneficially own and has the power to vote and dispose the 4,705,691 Common Shares reported herein as owned by it, which shares represent approximately 10.4% of the outstanding Common Shares.
(c) The Reporting Persons have not effected any transactions in the Common Shares in the last 60 days preceding June 28, 2024, 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.
(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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 2, 2024
| 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 | |
| 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 |
| 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 June 28, 2024 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 |
Entity |
Purchase or Sale | Quantity | Price | ||||||||
|
06/27/2024 |
Black Diamond Arbitrage Offshore Ltd. | Sale | 7,772 | $ | 1.68 | |||||||
|
06/27/2024 |
Black Diamond Arbitrage Offshore Ltd. | Sale | 38,860 | $ | 1.68 | |||||||
|
06/27/2024 |
Black Diamond Arbitrage Offshore Ltd. | Sale | 4,570 | $ | 1.64 | |||||||
|
06/27/2024 |
Black Diamond Arbitrage Offshore Ltd. | Sale | 3,047 | $ | 1.64 | |||||||
|
06/27/2024 |
Black Diamond Arbitrage Offshore Ltd. | Sale | 77,720 | $ | 1.64 | |||||||
|
06/27/2024 |
Black Diamond Arbitrage Offshore Ltd. | Sale | 10,621 | $ | 1.63 | |||||||
|
06/27/2024 |
Black Diamond Arbitrage Offshore Ltd. | Sale | 6,490 | $ | 1.67 | |||||||
|
06/27/2024 |
Black Diamond Arbitrage Offshore Ltd. | Sale | 7,772 | $ | 1.68 | |||||||
|
06/27/2024 |
Black Diamond Arbitrage Offshore Ltd. | Sale | 395 | $ | 1.79 | |||||||
|
06/27/2024 |
Black Diamond Arbitrage Offshore Ltd. | Sale | 3,886 | $ | 1.66 | |||||||
|
06/27/2024 |
EDCA 2019 Fund L.P. | Sale | 2,228 | $ | 1.67 | |||||||
|
06/27/2024 |
EDCA 2019 Fund L.P. | Sale | 11,140 | $ | 1.68 | |||||||
|
06/27/2024 |
EDCA 2019 Fund L.P. | Sale | 1,310 | $ | 1.64 | |||||||
|
06/27/2024 |
EDCA 2019 Fund L.P. | Sale | 874 | $ | 1.64 | |||||||
|
06/27/2024 |
EDCA 2019 Fund L.P. | Sale | 22,280 | $ | 1.64 | |||||||
|
06/27/2024 |
EDCA 2019 Fund L.P. | Sale | 3,045 | $ | 1.63 | |||||||
|
06/27/2024 |
EDCA 2019 Fund L.P. | Sale | 1,860 | $ | 1.67 | |||||||
|
06/27/2024 |
EDCA 2019 Fund L.P. | Sale | 2,228 | $ | 1.68 | |||||||
|
06/27/2024 |
EDCA 2019 Fund L.P. | Sale | 113 | $ | 1.79 | |||||||
|
06/27/2024 |
EDCA 2019 Fund L.P. | Sale | 1,114 | $ | 1.66 | |||||||
|
06/28/2024 |
Black Diamond Arbitrage Offshore Ltd. | Sale | 35,582 | $ | 1.62 | |||||||
|
06/28/2024 |
Black Diamond Arbitrage Offshore Ltd. | Sale | 13,369 | $ | 1.53 | |||||||
|
06/28/2024 |
Black Diamond Arbitrage Offshore Ltd. | Sale | 1,709,833 | $ | 1.39 | |||||||
|
06/28/2024 |
EDCA 2019 Fund L.P. | Sale | 10,200 | $ | 1.62 | |||||||
|
06/28/2024 |
EDCA 2019 Fund L.P. | Sale | 3,833 | $ | 1.53 | |||||||
|
06/28/2024 |
EDCA 2019 Fund L.P. | Sale | 490,167 | $ | 1.39 |