Sec Form 13G Filing - Carlson Capital L.P. filing for Magnera Corp (MAGN) - 2022-02-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1 – Exit Filing )*

Glatfelter Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

377316104

(CUSIP Number)

December 31, 2021

(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 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).

Glatfelter Corporation, a Pennsylvania corporation (the “Issuer”).

4350 Congress Street, Suite 600

Charlotte, North Carolina 28209

This statement is filed by:

(i) Double Black Diamond Offshore Ltd., a Cayman Islands exempted company (“Double Offshore”), with respect to the Common Stock directly held by it;

(ii) Black Diamond Arbitrage Offshore Ltd., a Cayman Islands exempted company (“Arbitrage Offshore”), with respect to the Common Stock directly held by it;

(iii) Delaware Domiciled Single Investor Limited Partnership – 101, a Delaware limited partnership (“SILP” and together with Double Offshore and Arbitrage Offshore, the “Funds”), with respect to the Common Stock directly held by it;

(iv) 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 of the Issuer held by the Funds;

(v) 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;

(vi) Asgard Investment Corp., a Delaware corporation (“Asgard”), which was the sole stockholder of Asgard II, with respect to the Common Stock directly held by the Funds as of December 31, 2021. As of January 1, 2022 Asgard is no longer a stockholder of Asgard II and has no beneficial ownership of the Common Stock.; and

(vii) Mr. Clint D. Carlson, a United States citizen (“Mr. Carlson”), who is the sole stockholder of Asgard and serves as president of Asgard, Asgard II and Carlson Capital, with respect to the Common Stock directly held by the Funds. As of January 1, 2022 Mr. Carlson is also the sole stockholder of Asgard II.

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.

The address of the principal business office of each of the Reporting Persons is 2100 McKinney Avenue, Suite 1800, Dallas, Texas 75201.

Carlson Capital and SILP are Delaware limited partnerships. Double Offshore and Arbitrage Offshore are Cayman Islands exempted company or exempted limited partnership. Each of Asgard and Asgard II is a Delaware corporation. Mr. Carlson is a United States citizen.

Common Stock, par value $0.01 per share (the “Common Stock”).

377316104

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:

(a)    Amount beneficially owned: 1,098,412

(b)    Percent of class: 2.47%

(c)    (i) Sole power to vote or direct the vote: 0

(ii)    Shared power to vote or direct the vote: 1,098,412

(iii)    Sole power to dispose or direct the disposition: 0

(iv)    Shared power to dispose or direct the disposition: 1,098,412

(a)    Amount beneficially owned: 861,495

(b)    Percent of class: 1.93%

(c)    (i) Sole power to vote or direct the vote: 0

(ii)    Shared power to vote or direct the vote: 861,495

(iii)    Sole power to dispose or direct the disposition: 0

(iv)    Shared power to dispose or direct the disposition: 861,495

(a)    Amount beneficially owned: 213,093

(b)    Percent of class: 0.48%

(c)    (i) Sole power to vote or direct the vote: 0

(ii)    Shared power to vote or direct the vote: 213,093

(iii)    Sole power to dispose or direct the disposition: 0

(iv)    Shared power to dispose or direct the disposition: 213,093

(iv)    Shared power to dispose or direct the disposition: 213,093

(a)    Amount beneficially owned: 2,173,000

(b)    Percent of class: 4.88%

(c)    (i) Sole power to vote or direct the vote: 0

(ii)    Shared power to vote or direct the vote: 2,173,000

(iii)    Sole power to dispose or direct the disposition: 0

(iv)    Shared power to dispose or direct the disposition: 2,173,000

(a) Amount beneficially owned: 2,173,000

(b) Percent of class: 4.880%

(c) (i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 2,173,000

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 2,173,000

(a) Amount beneficially owned: 2,173,000

(b) Percent of class: 4.88%

(c) (i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 2,173,000

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 2,173,000

(a) Amount beneficially owned: 2,173,000

(b) Percent of class: 4.88%

(c) (i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 2,173,000

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 2,173,000

This Amendment is the final amendment to the Schedule 13G and constitutes an exit filing for the Reporting Persons. The percentages used herein and in the rest of the Schedule 13G are based on 44,525,089 shares of Common Stock outstanding as of October 26, 2021, as per the Issuer’s Form 10-Q dated November 2, 2021. As of December 31, 2021 the Reporting Persons beneficially owned 2,173,000 shares of Common Stock in the aggregate, representing approximately 4.88% of the outstanding Common Stock. As of February 10, 2021, the Reporting Persons beneficially own 2,073,000 shares of Common Stock in the aggregate, representing approximately 4.66% of the outstanding Common Stock.

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 [X].

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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.

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 11, 2021