SEC Form SC 13G filed by Albireo Pharma Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Albireo Pharma, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
01345P106
(CUSIP Number)
February 17, 2023
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed :
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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 (“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. 01345P106 | SCHEDULE 13G | Page 2 of 14 Pages |
| 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 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
178,146 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
178,146 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
178,146 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
2
| CUSIP No. 01345P106 | SCHEDULE 13G | Page 3 of 14 Pages |
| 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 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
632,155 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
632,155 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
632,155 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
3
| CUSIP No. 01345P106 | SCHEDULE 13G | Page 4 of 14 Pages |
| 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 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
208,795 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
208,795 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,795 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
4
| CUSIP No. 01345P106 | SCHEDULE 13G | Page 5 of 14 Pages |
| 1 |
NAMES OF REPORTING PERSON
Corbin Hedged Equity Fund, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
55,904 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
55,904 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,904 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
5
| CUSIP No. 01345P106 | SCHEDULE 13G | Page 6 of 14 Pages |
| 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 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,075,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,075,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,075,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% | |||||
| 12 | TYPE OF REPORTING PERSON
PN, IA | |||||
6
| CUSIP No. 01345P106 | SCHEDULE 13G | Page 7 of 14 Pages |
| 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 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,075,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,075,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,075,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
7
| CUSIP No. 01345P106 | SCHEDULE 13G | Page 8 of 14 Pages |
| 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 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,075,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,075,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,075,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
8
| Item 1(a). | NAME OF ISSUER |
Albireo Pharma, Inc., a Delaware corporation (the “Issuer”).
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
53 State Street, 19th Floor
Boston, MA 02109
| Item 2(a). | NAME OF PERSON FILING |
This statement is filed by:
(i) Double Black Diamond Offshore Ltd., a Cayman Islands exempted company (the “Double Offshore”), with respect to Common Stock, par value $0.01 per share, of the Issuer (the “Common Stock”) held or beneficially owned directly by it;
(ii) Black Diamond Arbitrage Offshore Ltd., a Cayman Islands exempted company (“Arbitrage Offshore”), with respect to the Common Stock held or beneficially owned directly by it;
(iii) EDCA 2019 Fund, L.P., a Delaware limited partnership (“EDCA”), with respect to the Common Stock held or beneficially owned directly by it;
(iv) Corbin Hedged Equity Fund, L.P., a Delaware Limited Partnership (“Corbin,” and together with Double Offshore, Arbitrage Offshore and EDCA, the “Funds”), with respect to the Common Stock directly held by it;
(v) Carlson Capital, L.P., a Delaware limited partnership (“Carlson Capital”), which serves as the investment manager to the Funds with respect to any shares of Common Stock held by the Funds;
(vi) Asgard Investment Corp. II, a Delaware corporation (“Asgard II”), which serves as the general partner of Carlson Capital, with respect to the Common Stock directly held by the Funds; and
(vii) Mr. Clint D. Carlson, a United States citizen (“Mr. Carlson”), who is the sole stockholder of Asgard II and serves as president of Asgard II and Carlson Capital, with respect to the Common Stock directly held by the Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons”.
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 Stock reported herein.
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
The address of the principal business office of each of the Reporting Persons is 2100 McKinney Avenue, Suite 1900, Dallas, Texas 75201.
9
| Item 2(c). | CITIZENSHIP |
Carlson Capital, EDCA and Corbin are Delaware limited partnerships. Double Offshore and Arbitrage Offshore are Cayman Islands exempted company. Asgard II is a Delaware corporation. Mr. Carlson is a United States citizen.
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
Common Stock, par value $0.01 per share (the “Common Stock”).
| Item 2(e). | CUSIP No. |
01345P106
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13D-1(B), OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☒ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). | ||
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | ||
If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________
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| Item 4. | OWNERSHIP |
| A. | Double Offshore: |
| (a) | Amount beneficially owned: 178,146 shares of Common Stock |
| (b) | Percent of class: 1.0% |
| (c) | (i) Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 178,146 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 178,146 |
| B. | Arbitrage Offshore: |
| (a) | Amount beneficially owned: 632,155 shares of Common Stock |
| (b) | Percent of class: 3.0% |
| (c) | (i) Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 632,155 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 632,155 |
| C. | EDCA: |
| (a) | Amount beneficially owned: 208,795 shares of Common Stock |
| (b) | Percent of class: 1.0% |
| (c) | (i) Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 208,795 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 208,795 |
| D. | Corbin: |
| (a) | Amount beneficially owned: 55,904 shares of Common Stock |
| (b) | Percent of class: 0.3% |
| (c) | (i) Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 55,904 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 55,904 |
| E. | Carlson Capital: |
| (a) | Amount beneficially owned: 1,075,000 |
| (b) | Percent of class: 5.2% |
| (c) | (i) Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 1,075,000 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 1,075,000 |
| F. | Asgard II: |
| (a) | Amount beneficially owned: 1,075,000 |
| (b) | Percent of class: 5.2% |
| (c) | (i) Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 1,075,000 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 1,075,000 |
| G. | Mr. Carlson: |
| (a) | Amount beneficially owned: 1,075,000 |
| (b) | Percent of class: 5.2% |
| (c) | (i) Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 1,075,000 |
| (iii) | Sole power to dispose or direct the disposition: 0 |
| (iv) | Shared power to dispose or direct the disposition: 1,075,000 |
11
The percentages reported in this Schedule 13G are based on 20,863,673 shares of Common Stock outstanding as of January 20, 2023, as reported in the Issuer’s Tender Offer Statement filed with the Securities and Exchange Commission on January 23, 2023. In addition, as of February 23, 2023, the Reporting Persons’ beneficial ownership increased to 1,375,000.00 (6.6%) from 1,075,000 (5.2%) shares of Common Stock.
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Not applicable.
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
Not applicable.
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not applicable.
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
Not applicable.
| Item 10. | CERTIFICATION |
Each of the Reporting Persons hereby makes the following certification:
By signing below, each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
12
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: February 24, 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 | |
| CORBIN HEDGED EQUITY 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 | |
13
| ASGARD INVESTMENT CORP. II | ||
| By: | /s/ Clint D. Carlson | |
| Name: | Clint D. Carlson | |
| Title: | President | |
| CLINT D. CARLSON | ||
| /s/ Clint D. Carlson | ||
14