UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Container Store Group, Inc
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
210751103
(CUSIP Number)
Calendar Year 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:
| x | Rule 13d-1(b) |
| x | 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. 210751103 | |||||
| 1. | Names
of Reporting Persons Glendon Capital Management LP 46-1394333 | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 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 | |||
| 6. | Shared
Voting Power 4,763,546 | ||||
| 7. | Sole
Dispositive Power | ||||
| 8. | Shared
Dispositive Power 4,763,546 | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4,763,546 | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 9.2% | ||||
| 12. | Type
of Reporting Person (See Instructions) IA | ||||
FOOTNOTES
This amount reflects holdings as of February 12, 2024.
Percentage ownership is calculated on 51,611,770 shares of Common Stock outstanding as of February 2, 2024, as Disclosed in the Issuer's Form 10-Q for the quarterly period ended December 30, 2023 as filed with the SEC on February 7, 2024.
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| CUSIP No. 210751103 | |||||
| 1. | Names
of Reporting Persons Matthew Barrett | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 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 | |||
| 6. | Shared
Voting Power 4,763,546 | ||||
| 7. | Sole
Dispositive Power | ||||
| 8. | Shared
Dispositive Power 4,763,546 | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4,763,546 | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 9.2% | ||||
| 12. | Type
of Reporting Person (See Instructions) IN, HC | ||||
FOOTNOTES
This amount reflects holdings as of February 12, 2024.
Percentage ownership is calculated on 51,611,770 shares of Common Stock outstanding as of February 2, 2024, as Disclosed in the Issuer's Form 10-Q for the quarterly period ended December 30, 2023 as filed with the SEC on February 7, 2024.
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| CUSIP No. 210751103 | |||||
| 1. | Names
of Reporting Persons Glendon Opportunities Fund II, L.P. 82-1515613 | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (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 | |||
| 6. | Shared
Voting Power 3,229,513 | ||||
| 7. | Sole
Dispositive Power | ||||
| 8. | Shared
Dispositive Power 3,229,513 | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 3,229,513 | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 6.3% | ||||
| 12. | Type of Reporting Person (See Instructions) PN | ||||
FOOTNOTES
This amount reflects holdings as of February 12, 2024.
Percentage ownership is calculated on 51,611,770 shares of Common Stock outstanding as of February 2, 2024, as Disclosed in the Issuer's Form 10-Q for the quarterly period ended December 30, 2023 as filed with the SEC on February 7, 2024.
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Item 1. | |||
| (a) | Name
of Issuer Container Store Group, Inc | ||
| (b) | Address
of Issuer’s Principal Executive Offices 500 Freeport Parkway, Coppell, TX 75019 | ||
| Item 2. | |||
| (a) | Name of Person Filing (2) Matthew Barrett (3) Glendon Opportunities Fund II, L.P. | ||
| (b) | Address of Principal Business Office or, if none, Residence (2) Matthew Barrett: 2425 Olympic Blvd., Suite 500E, Santa Monica, CA 90404 (3) Glendon Opportunities Fund II, L.P.: Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Rd, Georgetown, Grand Cayman, KY1-9008 Cayman Islands | ||
| (c) | Citizenship (2) Matthew Barrett: United States Citizen (3) Glendon Opportunities Fund II, L.P.: Cayman Islands exempted limited partnership | ||
| (d) | Title
of Class of Securities Common Stock, par value $0.01 per share | ||
| (e) | CUSIP
Number 210751103 | ||
| 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) | x | 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) | x | 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 § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________ | |
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| Item 4. | Ownership | ||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| (a) | Amount beneficially owned: (1) Glendon Capital Management L.P.: 4,763,546 (2) Matthew Barrett: 4,763,546 (3) Glendon Opportunities Fund II, L.P.: 3,229,513 | ||
| (b) | Percent of class: (1) Glendon Capital Management L.P.: 9.2% (2) Matthew Barrett: 9.2% (3) Glendon Opportunities Fund II, L.P.: 6.3% | ||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote (1) Glendon Capital Management L.P.: 0 (2) Matthew Barrett: 0 (3) Glendon Opportunities Fund II, L.P.: 0 | ||
| (ii) | Shared power to vote or to direct the vote (1) Glendon Capital Management L.P.: 4,763,546 (2) Matthew Barrett: 4,763,546 (3) Glendon Opportunities Fund II, L.P.: 3,229,513 | ||
| (iii) | Sole power to dispose or to direct the disposition of (1) Glendon Capital Management L.P.: 0 (2) Matthew Barrett: 0 (3) Glendon Opportunities Fund II, L.P.: 0 | ||
| (iv) | Shared power to dispose or to direct the disposition of (1) Glendon Capital Management L.P.: 4,763,546 (2) Matthew Barrett: 4,763,546 (3) Glendon Opportunities Fund II, L.P.: 3,229,513 | ||
| 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 five percent of the class of securities, check the following ¨. | |||
| N/A | |||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | ||
| N/A | |||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
N/A | ||
| Item 8. | Identification and Classification of Members of the Group | ||
| N/A | |||
| Item 9. | Notice of Dissolution of Group | ||
| N/A | |||
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| Item 10. | Certification |
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.
Dated: February 12, 2024
| Glendon Capital Management L.P. | |||
| By: | /s/ Haig Maghakian | ||
| Name: | Haig Maghakian | ||
| Title: | Chief Compliance Officer / General Counsel | ||
| Matthew Barrett | |||
| By: | /s/ Matthew Barrett | ||
| Name: | Matthew Barrett | ||
| Title: | Individual | ||
| Glendon Opportunities Fund II, L.P. | |||
| By: | /s/ Haig Maghakian | ||
| Name: | Haig Maghakian | ||
| Title: | Authorized Person | ||
ATTENTION
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
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