SEC Form SC 13D/A filed by Glatfelter Corporation (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

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)

October 10, 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				7		SOLE VOTING POWER    0
				8		SHARED VOTING POWER    7,026,000
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    7,026,000

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    7,026,000
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    15.6%
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				7		SOLE VOTING POWER    0
				8		SHARED VOTING POWER    4,589,887
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    4,589,887

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    4,589,887
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    10.2%
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				7		SOLE VOTING POWER    0
				8		SHARED VOTING POWER    1,896,283
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    1,896,283

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    1,896,283
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    4.2%
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				7		SOLE VOTING POWER    0
				8		SHARED VOTING POWER    539,830
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    539,830

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    539,830
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    1.2%
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				7		SOLE VOTING POWER    0
				8		SHARED VOTING POWER    7,026,000
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    7,026,000

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    7,026,000
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    15.6%
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				7		SOLE VOTING POWER    0
				8		SHARED VOTING POWER    7,026,000
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER    7,026,000

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    7,026,000
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    15.6%
14		TYPE OF REPORTING PERSON    IN

 

7

EXPLANATORY NOTE

This Amendment No. 3 (“Amendment No. 3”) 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 and this Amendment No. 3, 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. 3 amends Items 3 and 5 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 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. 3.

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 7,026,000 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 15.6% 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 4,589,887 Common Shares reported herein as owned by DOF, (ii) the 1,896,283 Common Shares reported herein as owned by DAO and (iii) the 539,830 Common Shares reported herein as owned by EDCA.

DOF may be deemed to beneficially own and has the power to vote and dispose the 4,589,887 Common Shares reported herein as owned by it, which shares represent approximately 10.2% of the outstanding Common Shares.

DAO may be deemed to beneficially own and has the power to vote and dispose the 1,896,283 Common Shares reported herein as owned by it, which shares represent approximately 4.2% of the outstanding Common Shares.

EDCA may be deemed to beneficially own and has the power to vote and dispose the 539,830 Common Shares reported herein as owned by it, which shares represent approximately 1.2% of the outstanding Common Shares.

(c) The Reporting Persons have not effected any transactions in the Common Shares in the last 60 days preceding October 10, 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: October 12, 2023

 

 

 

 

 

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 October 10, 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		Entity		Purchase or Sale		Quantity		Price
10/2/2023		Black Diamond Arbitrage Offshore Ltd.		Purchase		45,244		$1.95
10/2/2023		Double Black Diamond Offshore Ltd.		Purchase		113,000		$1.95
10/2/2023		Double Black Diamond Offshore Ltd.		Purchase		31,278		$1.95
10/2/2023		EDCA 2019 Fund L.P.		Purchase		36,478		$1.95
10/2/2023		Double Black Diamond Offshore Ltd.		Purchase		12,000		$1.982695
10/2/2023		Black Diamond Arbitrage Offshore Ltd.		Purchase		4,805		$1.994058
10/2/2023		Double Black Diamond Offshore Ltd.		Purchase		3,321		$1.994058
10/2/2023		EDCA 2019 Fund L.P.		Purchase		3,874		$1.994058
10/3/2023		Black Diamond Arbitrage Offshore Ltd.		Purchase		2,415		$1.899025
10/3/2023		Double Black Diamond Offshore Ltd.		Purchase		1,909		$1.899025
10/3/2023		EDCA 2019 Fund L.P.		Purchase		676		$1.899025
10/3/2023		Black Diamond Arbitrage Offshore Ltd.		Purchase		27		$1.9
10/3/2023		Double Black Diamond Offshore Ltd.		Purchase		21		$1.9
10/3/2023		EDCA 2019 Fund L.P.		Purchase		7		$1.9
10/3/2023		Black Diamond Arbitrage Offshore Ltd.		Purchase		4,831		$1.900504
10/3/2023		Double Black Diamond Offshore Ltd.		Purchase		3,818		$1.900504
10/3/2023		EDCA 2019 Fund L.P.		Purchase		1,351		$1.900504
10/3/2023		Black Diamond Arbitrage Offshore Ltd.		Purchase		21,711		$1.901628
10/3/2023		Double Black Diamond Offshore Ltd.		Purchase		17,160		$1.901628
10/3/2023		EDCA 2019 Fund L.P.		Purchase		6,074		$1.901628
10/3/2023		Black Diamond Arbitrage Offshore Ltd.		Purchase		2,415		$1.902288
10/3/2023		Double Black Diamond Offshore Ltd.		Purchase		1,909		$1.902288
10/3/2023		EDCA 2019 Fund L.P.		Purchase		676		$1.902288
10/3/2023		Black Diamond Arbitrage Offshore Ltd.		Purchase		2,415		$1.9099
10/3/2023		Double Black Diamond Offshore Ltd.		Purchase		1,909		$1.9099
10/3/2023		EDCA 2019 Fund L.P.		Purchase		676		$1.9099
10/3/2023		Black Diamond Arbitrage Offshore Ltd.		Purchase		2,415		$1.91
10/3/2023		Double Black Diamond Offshore Ltd.		Purchase		1,909		$1.91
10/3/2023		EDCA 2019 Fund L.P.		Purchase		676		$1.91
10/10/2023		Black Diamond Arbitrage Offshore Ltd.		Purchase		55,776		$1.8
10/10/2023		Double Black Diamond Offshore Ltd.		Purchase		118,000		$1.8
10/10/2023		Double Black Diamond Offshore Ltd.		Purchase		37,298		$1.8
10/10/2023		EDCA 2019 Fund, L.P.		Purchase		24,926		$1.8