Sec Form 13D Filing - Carlson Capital L.P. filing for MAGNERA CORPORATION (MAGN) - 2023-09-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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)

September 6, 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 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).

2

3

4

5

6

7

EXPLANATORY NOTE

This Amendment No. 2 (“Amendment No. 2”) 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 and this Amendment No. 2, 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. 2 amends Items 3 and 5 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.

The Reporting Persons used the amounts set forth in Annex B to purchase the additional Common Shares reported in this Amendment No. 2.

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.

(a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 6,465,000 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 14.35% 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 4,246,355 Common Shares reported herein as owned by DOF, (ii) the 1,754,229 Common Shares reported herein as owned by DAO and (iii) the 464,416 Common Shares reported herein as owned by EDCA.

DOF may be deemed to beneficially own and has the power to vote and dispose the 4,246,355 Common Shares reported herein as owned by it, which shares represent approximately 9.43% of the outstanding Common Shares.

DAO may be deemed to beneficially own and has the power to vote and dispose the 1,754,229 Common Shares reported herein as owned by it, which shares represent approximately 3.89% of the outstanding Common Shares.

EDCA may be deemed to beneficially own and has the power to vote and dispose the 464,416 Common Shares reported herein as owned by it, which shares represent approximately 1.03% of the outstanding Common Shares.

(c) The Reporting Persons have not effected any transactions in the Common Shares in the last 60 days preceding September 6, 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: September 8, 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 September 6, 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: