Engine Capital Files 13D on Magnera Corp

TL;DR

**Engine Capital just dropped a 13D on Magnera Corp (formerly Glatfelter)!**

AI Summary

Engine Capital, L.P. has filed a Schedule 13D regarding its holdings in Magnera Corp. The filing, dated November 21, 2024, indicates a significant stake in the company, which was formerly known as Glatfelter Corp. Engine Capital, L.P. is based in New York and has previously undergone name changes.

Why It Matters

This filing signals potential activist investor interest or a significant strategic move by Engine Capital, L.P. concerning Magnera Corp.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, introducing uncertainty.

Key Players & Entities

• Engine Capital, L.P. (company) — Filer of the Schedule 13D
• Magnera Corp (company) — Subject company of the Schedule 13D
• Glatfelter Corp (company) — Former name of Magnera Corp

FAQ

Key Financial Figures

• $0.01 — ation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class o
• $36,239,400 — wned by Engine Capital is approximately $36,239,400, including brokerage commissions. The a
• $3,691,723 — ly owned by Engine Jet is approximately $3,691,723, including brokerage commissions. The a
• $3,799,869 — y owned by Engine Lift is approximately $3,799,869, including brokerage commissions. Item

Filing Documents

• sc13d09488magn_11212024.htm (SC 13D) — 273KB
• ex991to13d09488magn_11212024.htm (EX-99.1) — 20KB
• 0000921895-24-002785.txt ( ) — 294KB

Security and Issuer

Item 1. Security and Issuer . This statement relates to the Common Stock, $0.01 par value per share (the “Shares”), of Magnera Corporation, a Pennsylvania corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 9335 Harris Corners Pkwy, Suite 300, Charlotte, North Carolina 28269.

Identity and Background

Item 2. Identity and Background . (a) This (i) Engine Capital, L.P., a Delaware limited partnership (“Engine Capital”), with respect to the Shares directly and beneficially owned by it; (ii) Engine Jet Capital, L.P., a Delaware limited partnership (“Engine Jet”), with respect to the Shares directly and beneficially owned by it; (iii) Engine Lift Capital, LP, a Delaware limited partnership (“Engine Lift”), with respect to the Shares directly and beneficially owned by it; (iv) Engine Capital Management, LP, a Delaware limited partnership (“Engine Management”), as the investment manager of each of Engine Capital, Engine Jet and Engine Lift; (v) Engine Capital Management GP, LLC, a Delaware limited liability company (“Engine GP”), as the general partner of Engine Management; (vi) Engine Investments, LLC, a Delaware limited liability company (“Engine Investments”), as the general partner of each of Engine Capital and Engine Jet; (vii) Engine Investments II, LLC, a Delaware limited liability company (“Engine Investments II”), as the general partner of Engine Lift; and (viii) Arnaud Ajdler, as the managing partner of Engine Management and the managing member of each of Engine GP, Engine Investments and Engine Investments II. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) The principal business address of each of Engine Capital, Engine Jet, Engine Lift, Engine Management, Engine GP, Engine Investments, Engine Investments II and Mr. Ajdler is 1345 Avenue of the Americas, 2nd Floor, New York, New York 10105. (c) The principal business of each of Engine Capital, Engine Jet and Engine

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . The Shares purchased by each of Engine Capital, Engine Jet and Engine Lift were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,954,333 Shares beneficially owned by Engine Capital is approximately $36,239,400, including brokerage commissions. The aggregate purchase price of the 199,079 Shares beneficially owned by Engine Jet is approximately $3,691,723, including brokerage commissions. The aggregate purchase price of the 204,929 Shares beneficially owned by Engine Lift is approximately $3,799,869, including brokerage commissions.

Purpose of Transaction

Item 4. Purpose of Transaction . The Reporting Persons purchased the Shares based on their belief that the Shares, when purchased, constituted an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer’s financial position, results and strategic direction, actions taken by the Issuer’s management and the Board of Directors (the “Board”), other investment opportunities available to the Reporting Persons, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications and information exchanges with the Issuer’s management and Board, engaging in discussions with shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, making recommendations concerning changes to the Issuer’s operations, governance or capitalization, potential business combinations or dispositions involving the Issuer or certai

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . The aggregate percentage of Shares reported owned by each person named herein is based upon 35,341,220 Shares outstanding as of November 4, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2024. A. Engine Capital (a) As of the date hereof, Engine Capital directly owned 1,954,333 Shares. Percentage: Approximately 5.5% (b) 1. Sole power to vote or direct vote: 1,954,333 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,954,333 4. Shared power to dispose or direct the disposition: 0 B. Engine Jet (a) As of the date hereof, Engine Jet directly owned 199,079 Shares. Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 199,079 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 199,079 4. Shared power to dispose or direct the disposition: 0 C. Engine Lift (a) As of the date hereof, Engine Lift directly owned 204,929 Shares. Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 204,929 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 204,929 4. Shared power to dispose or direct the disposition: 0 D. Engine Management (a) Engine Management, as the investment manager of each of Engine Capital, Engine Jet and Engine Lift, may be deemed to beneficially own the 2,358,341 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. Percentage: Approximately 6.7% (b) 1. Sole power to vote or direct vote: 2,358,341 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,358,341 4. Shared power to dispose or direct the disposition: 0 12 CUSIP No. 55939A107 E. Engine GP (a) Engine GP, as the general partner of Engine Management, may be deemed to ben

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer . On November 21, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . 99.1 Joint Filing Agreement, dated November 21, 2024. 14 CUSIP No. 55939A107

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 21, 2024 Engine Capital, L.P. By: Engine Investments, LLC, General Partner By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member Engine Jet Capital, L.P. By: Engine Investments, LLC, General Partner By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member Engine Lift Capital, LP By: Engine Investments II, LLC, General Partner By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member Engine Capital Management, LP By: Engine Capital Management GP, LLC, General Partner By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member 15 CUSIP No. 55939A107 Engine Capital Management GP, LLC By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member Engine Investments, LLC By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member Engine Investments II, LLC By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member /s/ Arnaud Ajdler Arnaud Ajdler 16 CUSIP No. 55939A107 SCHEDULE A Transactions in the Shares of the Issuer During the Past 60 Days Nature of Transaction Amount of Securities Purchased/(Sold) Price per Share ($) Date of Purchase/Sale ENGINE CAPITAL, L.P. Purchase of Common Stock 700,087 18.6654 11/07/2024 Purchase of Common Stock 556,471 18.9777 11/08/2024 Purchase of Common Stock 1,216 17.7972 11/14/2024 Purchase of Common Stock 220,726 17.7972 11/14/2024 Purchase of Common Stock 1,492 17.7972 11/14/2024 Purchase of Common Stock 415 17.8280 11/15/2024 Purchase of Common Stock 58,753 17.8280 11/15/2024 Purchase of Common Stock 331,476 18.1966 11/18/2024 Purchase of Common Stock 829 18.0658 11/19/2024 Purchase of Common Stock 82,868 18.0658 11/19/202

View Full Filing

View this SC 13D filing on SEC EDGAR