Filing Details

 

 

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 remainder of this cover page shall be filled out for a reporting persons 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. 377316104		SCHEDULE 13G		Page 2 of 15 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     1,098,412
				7		SOLE DISPOSITIVE POWER     0
				8		SHARED DISPOSITIVE POWER     1,098,412

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,098,412
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     2.47%
12		TYPE OF REPORTING PERSON     CO

CUSIP No. 377316104		SCHEDULE 13G		Page 3 of 15 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     861,495
				7		SOLE DISPOSITIVE POWER     0
				8		SHARED DISPOSITIVE POWER     861,495

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     861,495
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     1.93%
12		TYPE OF REPORTING PERSON     CO

CUSIP No. 377316104		SCHEDULE 13G		Page 4 of 15 Pages

 

1		NAMES OF REPORTING PERSON     Delaware Domiciled Single Investor Limited Partnership 101
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     213,093
				7		SOLE DISPOSITIVE POWER     0
				8		SHARED DISPOSITIVE POWER     213,093

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     213,093
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     0.48%
12		TYPE OF REPORTING PERSON     PN

CUSIP No. 377316104		SCHEDULE 13G		Page 5 of 15 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     2,173,000
				7		SOLE DISPOSITIVE POWER     0
				8		SHARED DISPOSITIVE POWER     2,173,000

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     2,173,000
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     4.88%
12		TYPE OF REPORTING PERSON     PN, IA

CUSIP No. 377316104		SCHEDULE 13G		Page 6 of 15 Pages

 

1		NAMES OF REPORTING PERSON     Asgard Investment Corp.
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     2,173,000
				7		SOLE DISPOSITIVE POWER     0
				8		SHARED DISPOSITIVE POWER     2,173,000

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     4.88%
12		TYPE OF REPORTING PERSON     CO

CUSIP No. 377316104		SCHEDULE 13G		Page 7 of 15 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     2,173,000
				7		SOLE DISPOSITIVE POWER     0
				8		SHARED DISPOSITIVE POWER     2,173,000

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     2,173,000
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     4.88%
12		TYPE OF REPORTING PERSON     CO

CUSIP No. 377316104		SCHEDULE 13G		Page 8 of 15 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     2,173,000
				7		SOLE DISPOSITIVE POWER     0
				8		SHARED DISPOSITIVE POWER     2,173,000

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     2,173,000
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     4.88%
12		TYPE OF REPORTING PERSON     IN

Item 1(a).

NAME OF ISSUER

Glatfelter Corporation, a Pennsylvania corporation (the Issuer).

 

Item 1(b).

ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES

4350 Congress Street, Suite 600

Charlotte, North Carolina 28209

 

Item 2(a).

NAME OF PERSON FILING

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.

 

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 1800, Dallas, Texas 75201.

Item 2(c).

CITIZENSHIP

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.

 

Item 2(d).

TITLE OF CLASS OF SECURITIES

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

 

Item 2(e).

CUSIP No.

377316104

 

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:

 

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:

Item 4.

OWNERSHIP

 

A.

Double Offshore:

(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

 

B.

Arbitrage Offshore:

(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

 

C.

SILP:

(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

 

F.

Carlson Capital:

(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

G.

Asgard:

(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

 

H.

Asgard II:

(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

 

I.

Mr. Carlson:

(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 Issuers 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.

 

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 [X].

 

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.

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