<SEC-DOCUMENT>0000899243-22-033959.txt : 20221021
<SEC-HEADER>0000899243-22-033959.hdr.sgml : 20221021
<ACCEPTANCE-DATETIME>20221021163245
ACCESSION NUMBER:		0000899243-22-033959
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20221013
FILED AS OF DATE:		20221021
DATE AS OF CHANGE:		20221021

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Double Black Diamond Offshore Ltd
		CENTRAL INDEX KEY:			0001404976
		STATE OF INCORPORATION:			E9
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03560
		FILM NUMBER:		221324117

	BUSINESS ADDRESS:	
		STREET 1:		CITCO FUND SERVICES, 89 NEXUS WAY
		STREET 2:		P.O. BOX 31106
		CITY:			CAMANA BAY
		STATE:			E9
		ZIP:			KY-1205
		BUSINESS PHONE:		214.932.9600

	MAIL ADDRESS:	
		STREET 1:		CITCO FUND SERVICES, 89 NEXUS WAY
		STREET 2:		P.O. BOX 31106
		CITY:			CAMANA BAY
		STATE:			E9
		ZIP:			KY-1205

	FORMER NAME:	
		FORMER CONFORMED NAME:	Double Black Diamond Offshore Ltd.
		DATE OF NAME CHANGE:	20090610

	FORMER NAME:	
		FORMER CONFORMED NAME:	Double Black Diamond Offshore LDC
		DATE OF NAME CHANGE:	20070628

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			CARLSON CAPITAL L P
		CENTRAL INDEX KEY:			0001056973
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03560
		FILM NUMBER:		221324118

	BUSINESS ADDRESS:	
		STREET 1:		2100 MCKINNEY AVE
		STREET 2:		STE 1800
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75201
		BUSINESS PHONE:		2149329600

	MAIL ADDRESS:	
		STREET 1:		2100 MCKINNEY AVE
		STREET 2:		STE 1800
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75201

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Carlson Clint Duane
		CENTRAL INDEX KEY:			0001404625

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03560
		FILM NUMBER:		221324113

	MAIL ADDRESS:	
		STREET 1:		2100 MCKINNEY AVENUE
		STREET 2:		SUITE 1800
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75201

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Delaware Domiciled Single Investor Limited Partnership - 101
		CENTRAL INDEX KEY:			0001951606
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03560
		FILM NUMBER:		221324115

	BUSINESS ADDRESS:	
		STREET 1:		EDCA 2019 FUND, LP, 4001 KENNETT PIKE
		STREET 2:		SUITE 302
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19807
		BUSINESS PHONE:		(214) 932-9600

	MAIL ADDRESS:	
		STREET 1:		2100 MCKINNEY AVENUE, SUITE 1800
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75201

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Asgard Investment Corp. II
		CENTRAL INDEX KEY:			0001503915
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03560
		FILM NUMBER:		221324114

	BUSINESS ADDRESS:	
		STREET 1:		2100 MCKINNEY AVENUE
		STREET 2:		SUITE 1800
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75201
		BUSINESS PHONE:		214-932-9600

	MAIL ADDRESS:	
		STREET 1:		2100 MCKINNEY AVENUE
		STREET 2:		SUITE 1800
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75201

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Black Diamond Arbitrage Offshore Ltd.
		CENTRAL INDEX KEY:			0001613525
		STATE OF INCORPORATION:			E9
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03560
		FILM NUMBER:		221324116

	BUSINESS ADDRESS:	
		STREET 1:		2100 MCKINNEY AVENUE, SUITE 1800
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75201
		BUSINESS PHONE:		214-932-9600

	MAIL ADDRESS:	
		STREET 1:		2100 MCKINNEY AVENUE, SUITE 1800
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75201

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Glatfelter Corp
		CENTRAL INDEX KEY:			0000041719
		STANDARD INDUSTRIAL CLASSIFICATION:	PAPER MILLS [2621]
		IRS NUMBER:				230628360
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		4350 CONGRESS STREET
		STREET 2:		SUITE 600
		CITY:			CHARLOTTE
		STATE:			NC
		ZIP:			28209
		BUSINESS PHONE:		866-744-7380

	MAIL ADDRESS:	
		STREET 1:		4350 CONGRESS STREET
		STREET 2:		SUITE 600
		CITY:			CHARLOTTE
		STATE:			NC
		ZIP:			28209

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GLATFELTER P H CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2022-10-13</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0000041719</issuerCik>
        <issuerName>Glatfelter Corp</issuerName>
        <issuerTradingSymbol>GLT</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001056973</rptOwnerCik>
            <rptOwnerName>CARLSON CAPITAL L P</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>2100 MCKINNEY AVE</rptOwnerStreet1>
            <rptOwnerStreet2>STE 1800</rptOwnerStreet2>
            <rptOwnerCity>DALLAS</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75201</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001404976</rptOwnerCik>
            <rptOwnerName>Double Black Diamond Offshore Ltd</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>2100 MCKINNEY AVENUE</rptOwnerStreet1>
            <rptOwnerStreet2>STE 1800</rptOwnerStreet2>
            <rptOwnerCity>DALLAS</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75201</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001613525</rptOwnerCik>
            <rptOwnerName>Black Diamond Arbitrage Offshore Ltd.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>2100 MCKINNEY AVENUE</rptOwnerStreet1>
            <rptOwnerStreet2>STE 1800</rptOwnerStreet2>
            <rptOwnerCity>DALLAS</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75201</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001951606</rptOwnerCik>
            <rptOwnerName>Delaware Domiciled Single Investor Limited Partnership - 101</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>2100 MCKINNEY AVENUE</rptOwnerStreet1>
            <rptOwnerStreet2>STE 1800</rptOwnerStreet2>
            <rptOwnerCity>DALLAS</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75201</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001503915</rptOwnerCik>
            <rptOwnerName>Asgard Investment Corp. II</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>2100 MCKINNEY AVENUE</rptOwnerStreet1>
            <rptOwnerStreet2>STE 1800</rptOwnerStreet2>
            <rptOwnerCity>DALLAS</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75201</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001404625</rptOwnerCik>
            <rptOwnerName>Carlson Clint Duane</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>2100 MCKINNEY AVENUE</rptOwnerStreet1>
            <rptOwnerStreet2>STE 1800</rptOwnerStreet2>
            <rptOwnerCity>DALLAS</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75201</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock, par value $0.01 per share (the &quot;Common Stock&quot;)</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>5365000</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See footnotes</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Option (right to buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>2.50</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F3"/>
            </exerciseDate>
            <expirationDate>
                <value>2023-01-20</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>50000</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See footnotes</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F3"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">The shares of Common Stock to which this relates are held directly by Double Black Diamond Offshore Ltd., a Cayman Islands exempted company (&quot;Double Offshore&quot;), Black Diamond Arbitrage Offshore Ltd., a Cayman Islands exempted company (&quot;Arbitrage&quot;) and Delaware Domiciled Single Investor Limited Partnership - 101, a Delaware limited partnership (&quot;Single Investor Limited,&quot; together with Double Offshore and Arbitrage, the &quot;Funds&quot;).</footnote>
        <footnote id="F2">Carlson Capital, L.P., a Delaware limited partnership (&quot;Carlson Capital&quot;) serves as the investment manager to, and has the power to direct the affairs of, the Funds. Asgard Investment Corp. II, a Delaware corporation (&quot;Asgard II&quot;) serves as the general partner of, and has the power to direct the affairs of, Carlson Capital. Mr. Clint D. Carlson, a U.S. citizen, serves as the president of, and has the power to direct the affairs of, Asgard II and Carlson Capital. Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 3 relates for the purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting person's pecuniary interest in the securities.</footnote>
        <footnote id="F3">The stock option is exercisable at any time before and including on the day of its expiration.</footnote>
    </footnotes>

    <remarks>Exhibit 24
Power of Attorney for Carlson Capital, L.P.
Power of Attorney for Double Black Diamond Offshore Ltd.,
Power of Attorney for Black Diamond Arbitrage Offshore Ltd.
Power of Attorney for Delaware Domiciled Single Investor Limited Partnership - 101
Power of Attorney for Asgard Investment Corp. II
Power of Attorney for Clint D. Carlson</remarks>

    <ownerSignature>
        <signatureName>Carlson Capital, L.P., By: /s/ Clint D. Carlson, Title: President</signatureName>
        <signatureDate>2022-10-21</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>Double Black Diamond Offshore Ltd., By its general partner Asgard II, By: /s/ Clint D. Carlson, Title: President</signatureName>
        <signatureDate>2022-10-21</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>Black Diamond Arbitrage Offshore Ltd., By its investment manager Carlson Capital, L.P., By its general partner Asgard II, By: /s/ Clint D. Carlson, Title: President</signatureName>
        <signatureDate>2022-10-21</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>Delaware Domiciled Single Investor Limited Partnership - 101, By its investment manager Carlson Capital, L.P., By its general partner Asgard II, By: /s/ Clint D. Carlson, Title: President</signatureName>
        <signatureDate>2022-10-21</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>Asgard Investment Corp. II, By: /s/ Clint D. Carlson, Title: President</signatureName>
        <signatureDate>2022-10-21</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Clint D. Carlson</signatureName>
        <signatureDate>2022-10-21</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
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<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                               POWER  OF ATTORNEY

                  For Obtaining EDGAR Access Codes and Filing Forms 3, 4 and 5

      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Travis Goldammer and Ewelina Post, and any of their
substitutes, signing singly, as the undersigned's true and lawful attorney-in-
fact to:

     1.  prepare, execute in the undersigned's name and on the undersigned's
         behalf, and submit to the U.S. Securities and Exchange Commission
         (the "SEC") a  Form  ID,  including amendments thereto, and any
         other documents necessary or appropriate to revive or obtain EDGAR
         Access Codes, including without limitation, Password Modification
         Authorization Code, CIK confirmation code, passwords, and passphrases
         enabling the undersigned to make electronic filings with the SEC of
         reports required by the Securities Exchange Act of 1934 or any rule or
         regulation of the SEC and to reset the EDGAR passphrase and take any
         other action considered necessary or advisable with respect to the
         undersigned's access to the undersigned's status as an electronic filer
         with respect to the SEC's EDGAR system;

     2.  execute and file on behalf of the undersigned Forms 3, 4 and 5 in
         accordance with Section 16(a) of the Securities Exchange Act of 1934
         and the rules thereunder, and any other forms or reports the
         undersigned may be required to file;

     3.  do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete the execution of any
         such Form 3, 4 and 5, or other form or report, complete and execute any
         amendment or amendments thereto, and the timely filing of such form
         with the United States Securities and Exchange Commission and any other
         authority; and

     4.   take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact  may approve in such
          attorney-in-fact's discretion.

      The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned also ratifies hereby any action previously taken by
such attorney-in-fact that would have been authorized by this power of attorney
if it has been in effect at the time such action was taken.


       This Power of Attorney shall only remain in effect until the undersigned
is no longer required to file Forms 3, 4, and 5, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorney-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 18th day of October, 2022.


VALERIE PATTON Notary                        CARLSON CAPITAL, L.P.
ID #124041670                                By: Asgard Investment Corp. II, its
My Commission Expires                        gereral Partner
November 12, 2025

                                             By:  /s/ Clint D. Carlson
                                                --------------------------------
                                             Name: Clint D. Carlson
                                             Title:  President

</PRE>
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<TYPE>EX-24
<SEQUENCE>3
<FILENAME>attachment2.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                               POWER OF ATTORNEY

          For Obtaining EDGAR Access Codes and Filing Forms 3, 4 and 5

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of Travis Goldammer and Ewelina Post, and any of their
substitutes, signing singly, as the undersigned's true and lawful attorney-in-
fact to:

     1.  prepare, execute in the undersigned's name and on the undersigned's
         behalf, and submit to the  U.S.  Securities  and  Exchange  Commission
         (the "SEC")   a  Form  ID,  including amendments thereto, and any other
         documents necessary or appropriate to revive or obtain EDGAR 	Access
         Codes, including    without    limitation,    Password    Modification
         Authorization Code, CIK confirmation code, passwords, and passphrases
         enabling the undersigned to make electronic filings with the SEC of
         reports required by the Securities Exchange Act of 1934 or any rule or
         regulation of the SEC and to reset the EDGAR passphrase and take any
         other action considered necessary or advisable with respect to the
         undersigned's access to the undersigned's status as an electronic filer
         with respect to the SEC's  EDGAR system;

     2.  execute and file on behalf of the undersigned Forms 3, 4 and 5 in
         accordance with Section 16(a) of the Securities Exchange Act of 1934
         and the rules thereunder, and any other forms or reports the
         undersigned may be required to file;

     3.  do and perform  any  and all acts  for  and on behalf  of the
         undersigned  which  may  be necessary or desirable to complete the
         execution of any such Form 3, 4 and 5, or other form or report,
         complete and execute any amendment  or amendments thereto, and the
         timely filing of such form with the United States Securities and
         Exchange Commission  and any other authority; and

     4.  take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney shall be in such form and shall contain  such terms and
         conditions as such attorney-in-fact  may approve in such attorney-in-
         fact's discretion.

         The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned also ratifies hereby any action previously taken by
such attorney-in-fact that would have been authorized by this power of attorney
if it has been in effect at the time such action was taken.


         This Power of Attorney shall only remain in effect until the
undersigned is no longer required to file Forms 3, 4, and 5, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.


         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as ofthis 18th day of October, 2022.


VALERIE PATTON Notary                   DOUBLE BLACK DIAMOND
ID #124041670                           OFFSHORE LTD.
My Commission Expires                   By: Carlson Capital, L.P., its
November 12, 2025                       investment manager

                                        By: Asgard Investment Corp. II, its
                                        general partner


                                        By: /s/ Clint D. Carlson
                                        Name: Clint D. Carlson
                                        Title:  President

</PRE>
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<TYPE>EX-24
<SEQUENCE>4
<FILENAME>attachment3.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                               POWER  OF ATTORNEY

For Obtaining EDGAR Access Codes and Filing Forms 3, 4 and 5

          Know all by these presents, that the undersigned hereby constitutes
and appoints each of Travis Goldammer and Ewelina Post, and any of their
substitutes, signing singly, as the undersigned's true and lawful attorney-in-
fact to:

      1.  prepare, execute in the undersigned's name and on the
          undersigned's behalf, and submit to the U.S. Securities and Exchange
          Commission (the "SEC") a Form ID, including amendments thereto, and
          any other documents necessary or appropriate to revive or obtain EDGAR
          Access   Codes,   including   without   limitation,   Password
          Modification Authorization Code, CIK confirmation code, passwords, and
          passphrases enabling the undersigned to make electronic filings with
          the SEC of reports required by the Securities Exchange Act of 1934 or
          any rule or regulation of the SEC and to reset the EDGAR passphrase
          and take any other action considered necessary or advisable with
          respect to the undersigned's access to the undersigned's status as an
          electronic filer with respect to the SEC's EDGAR system;

      2.  execute and file on behalf of the undersigned Forms 3, 4 and 5 in
          accordance with Section 16(a) of the Securities Exchange Act of 1934
          and the rules thereunder, and any other forms or reports the
          undersigned may be required to file;

      3.  do and perform any and all acts for and on behalf of the
          undersigned which may be necessary or desirable to complete the
          execution of any such Form 3, 4 and 5, or other form or report,
          complete and execute any amendment or amendments thereto, and the
          timely filing of such form with the United States Securities and
          Exchange Commission and any other authority; and

      4.  take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such attorney-in-
          fact's discretion.



          The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned also ratifies hereby any action previously taken by
such attorney-in-fact that would have been authorized by this power of attorney
if it has been in effect at the time such action was taken.


          This Power of Attorney shall only remain in effect until the
undersigned is no longer required to file Forms 3, 4, and 5, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 18th day of October, 2022.



VALERIE PATTON Notary                BLACK DIAMOND ARBITRAGE
ID #124041670                        OFFSHORE LTD.
My Commission Expires                By: Carlson Capital, L.P., its investment
November 12, 2025                    manager

                                     By: Asgard Investment Corp. II, its general
                                     partner

                                     By: /s/ Clint D. Carlson
                                         ------------------------
                                     Name:  Clint D. Carlson
                                     Title: President

</PRE>
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<PRE>
                                 POWER OF ATTORNEY

                For Obtaining EDGAR Access Codes and Filing Forms 3, 4 and 5

      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Travis Goldammer and Ewelina Post and any of their substitutes,
signing singly, as the undersigned's true and lawful attorney-in-fact to:

     1.  prepare, execute in the undersigned's name and on the undersigned's
         behalf, and submit to the U.S. Securities and Exchange Commission
         (the "SEC") a Form ID, including amendments thereto, and any other
         documents necessary or appropriate to revive or obtain EDGAR Access
         Codes, including without limitation, Password Modification
         Authorization Code, CIK confirmation code, passwords, and passphrases
         enabling the undersigned to make electronic filings with the SEC of
         reports required by the Securities Exchange Act of 1934 or any rule or
         regulation of the SEC and to reset the EDGAR passphrase and take any
         other action considered necessary or advisable with respect to the
         undersigned's access to the undersigned's status as an electronic filer
         with respect to the SEC's EDGAR system;

     2.  execute and file on behalf of the undersigned Forms 3, 4 and 5 in
         accordance with Section 16(a) of the Securities Exchange Act of 1934
         and the rules thereunder, and any other forms or reports the
         undersigned may be required to file;

     3.  do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete the execution of any
         such Form 3, 4 and 5, or other form or report, complete and execute any
         amendment or amendments thereto, and the timely filing of such form
         with the United States Securities and Exchange Commission and any
         other authority; and

     4.  take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney shall be in such form and shall contain such terms and
         conditions as such attorney-in-fact may approve in such
         attorney-in-fact's discretion.

      The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.

      This Power of Attorney shall only remain in effect until the undersigned
is no longer required to file Forms 3, 4, and 5, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 18th day of October, 2022.


VALERIE PATTON Notary                        DELAWARE DOMICILED  SINGLE
ID #124041670                                INVESTOR LIMITED PARTNERSHIP - 101
My Commission Expires                        By: Carlson Capital, L.P., its
November 12, 2025                            investment manager

                                             By: Asgard Investment Corp. II, its
                                             general partner

                                             By: /s/ Clint D. Carlson
                                                --------------------------------
                                             Name: Clint D. Carlson
                                             Title:  President


</PRE>
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<PRE>
                               POWER OF ATTORNEY

          For Obtaining EDGAR Access Codes and Filing Forms 3, 4 and 5

         Know all by these presents, that the undersigned hereby constitutes
and appoints each of Travis Goldammer and Ewelina Post, and any of their
substitutes, signing singly, as the undersigned's true and lawful attorney-in-
fact to:

      1.  prepare, execute in the undersigned's name and on the
          undersigned's behalf, and submit to the U.S. Securities and Exchange
          Commission (the "SEC") a Form ID, including amendments thereto, and
          any other documents necessary or appropriate to revive or obtain EDGAR
          Access   Codes,   including   without   limitation,   Password
          Modification Authorization Code, CIK confirmation code, passwords, and
          passphrases enabling the undersigned to make electronic filings with
          the SEC of reports required by the Securities Exchange Act of 1934 or
          any rule or regulation of the SEC and to reset the EDGAR passphrase
          and take any other action considered necessary or advisable with
          respect to the undersigned's access to the undersigned's status as an
          electronic filer with respect to the SEC's EDGAR system;

      2.  execute and file on behalf of the undersigned Forms 3, 4 and 5 in
          accordance with Section 16(a) of the Securities Exchange Act of 1934
          and the rules thereunder, and any other forms or reports the
          undersigned may be required to file;

      3.  do and perform any and all acts for and on behalf of the
          undersigned which may be necessary or desirable to complete the
          execution of any such Form 3, 4 and 5, or other form or report,
          complete and execute any amendment or amendments thereto, and the
          timely filing of such form with the United States Securities and
          Exchange Commission and any other authority; and

      4.  take any other action of any type whatsoever in connection with
          the foregoing which, in the opinion of such attorney-in-fact, may be
          of benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such attorney-in-
          fact's discretion.

           The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned also ratifies hereby any action previously taken by
such attorney-in-fact that would have been authorized by this power of attorney
if it has been in effect at the time such action was taken.


           This Power of Attorney shall only remain in effect until the
undersigned is no longer required to file Forms 3, 4, and 5, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as ofthis 18th day of October, 2022.






VALERIE PATTON Notary                         ASGARD INVESTMENT CORP. II
ID #124041670
My Commission Expires                         By: Clint D. Carlson
November 12, 2025                                 ----------------
                                              Name: Clint D. Carlson

                                              Title:  President
</PRE>
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<PRE>
                               POWER  OF ATTORNEY

          For Obtaining EDGAR Access Codes and Filing Forms 3, 4 and 5

          Know all by these presents, that the undersigned hereby constitutes
and appoints each of Travis Goldammer and Ewelina Post, and any of their
substitutes, signing singly, as the undersigned's true and lawful attorney-in-
fact to:

      1.  prepare, execute in the undersigned's name and on the
          undersigned's behalf, and submit to the U.S. Securities and Exchange
          Commission (the "SEC") a Form ID, including amendments thereto, and
          any other documents necessary or appropriate to revive or obtain EDGAR
          Access    Codes,   including   without   limitation,   Password
          Modification Authorization Code, CIK confirmation code, passwords, and
          passphrases enabling the undersigned to make electronic filings with
          the SEC of reports required by the Securities Exchange Act of 1934 or
          any rule or regulation of the SEC and to reset the EDGAR passphrase
          and take any other action considered necessary or advisable with
          respect to the undersigned's access to the undersigned's status as an
          electronic filer with respect to the SEC's EDGAR system;

      2.  execute and file on behalf of the undersigned Forms 3, 4 and 5 in
          accordance with Section 16(a) of the Securities Exchange Act of 1934
          and the rules thereunder, and any other forms or reports the
          undersigned may be required to file;

      3.  do and perform any and all acts for and on behalf of the
          undersigned which may be necessary or desirable to complete the
          execution of any such Form 3, 4 and 5, or other form or report,
          complete and execute any amendment or amendments thereto, and the
          timely filing of such form with the United States Securities and
          Exchange Commission and any other authority; and

      4.  take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such attorney-in-
          fact's discretion.



          The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned also ratifies hereby any action previously taken by
such attorney-in-fact that would have been authorized by this power of attorney
if it has been in effect at the time such action was taken.


          This Power of Attorney shall only remain in effect until the
undersigned is no longer required to file Forms 3, 4, and 5, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as ofthis 18th day of October, 2022.


VALERIE PATTON Notary                         CLINT D. CARLSON
ID #124041670
My Commission Expires                         /s/ CLINT D CARLSON
November 12, 2025                             -------------------
</PRE>
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