This Amendment No. 2 (Amendment No. 2) amends the Schedule 13D
filed on April 25, 2022 (the Original Schedule 13D and, as amended, the Schedule 13D), as amended by Amendment No. 1 filed on February 15, 2023, and relates to common stock, par value $1.00 per
share (Common Stock), of Sylvamo Corporation (the Issuer), having its principal executive offices at 6077 Primacy Parkway, Memphis, Tennessee 38119. The Schedule 13D remains in full force and effect, except as
specifically amended by this Amendment No. 2. Capitalized terms used but not otherwise defined shall have the respective meanings ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background
Item 2(a) of the Schedule 13D is hereby amended and restated as follows:
(a) This Schedule 13D is filed jointly by:
(i)
ACR Group Paper Holdings JR LP, a Delaware limited partnership (ACR GPH JR). ACR GPH JR is the direct beneficial owner of 6,312,454 shares of Common Stock of the Issuer;
(ii) ACR Group Paper Holdings JR GP LLC, a Delaware limited liability company (ACR GPH JR GP), is the general partner of ACR
GPH JR;
(iii) ACR Group Paper Holdings LP, a Delaware limited partnership (ACR GPH), is the sole and controlling member
of ACR GPH JR GP;
(iv) Atlas Capital GP IV LP, a Delaware limited partnership (AC GP IV), is the general partner of ACR
GPH;
(v) Atlas Capital Resources GP IV LLC, a Delaware limited liability company (ACR GP IV), is the general partner of
AC GP IV;
(vi) Lapetus Capital III LLC, a Delaware limited liability company (Lapetus III);
(vii) Atlas Capital Resources III LP, a Delaware limited partnership (ACR III), which invests in Lapetus III through certain
alternative investment vehicles, is the indirect majority and controlling member of Lapetus III;
(viii) Atlas Capital GP III LP, a
Delaware limited partnership (AC GP III), is the general partner of ACR III;
(ix) Atlas Capital Resources GP III LLC, a
Delaware limited liability company (ACR GP III), is the general partner of AC GP III; and
(x) Andrew M. Bursky and
Timothy J. Fazio, each a United States citizen and a manager and Managing Partner of ACR GP III and ACR GP IV, each of whom may be deemed to control Lapetus III, ACR III, AC GP III, ACR GPH JR, ACR GPH JR GP, ACR GPH and AC GP IV.
Each of Messrs. Bursky and Fazio, together with ACR GPH JR, ACR GPH JR GP, ACR GPH, AC GP IV, ACR GP IV, Lapetus III, ACR III, AC GP III and ACR GP III are
sometimes collectively referred to herein as the Reporting Persons and each individually as a Reporting Person.
Each Reporting Person expressly disclaims beneficial ownership with respect to any Common Stock of the Issuer, other than the Common Stock of the Issuer owned
directly by such Reporting Person.
Set forth on Schedule I hereto are the (i) name, (ii) business address, (iii) present principal occupation
or employment and (iv) citizenship of all of the directors and executive officers or persons holding equivalent positions of the Reporting Persons (collectively, the Scheduled Persons, and each a Scheduled
Person).
Item 2(c) of the Schedule 13D is hereby amended and supplemented with the following:
(vii) ACR GPH JR and ACR GPH JR GP were formed to effect the transactions described in Items 3 and 6 below.