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SC 13D/A
MONARCH ALTERNATIVE CAPITAL LP filed this Form SC 13D/A on 12/18/2018
Entire Document
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 5)
Arch Coal, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
039380407
(CUSIP Number of Class of Securities)
Michael Kelly, Esq.
Monarch Alternative Capital LP
535 Madison Avenue
New York, NY 10022
Telephone: (212) 554-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:

Mark A. Cognetti, Esq.
Michael E. Brandt, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY  10019-6099
(212) 728-8000

December 14, 2018
(Date of Event which Requires
Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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: ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

*  The remainder of this cover page shall be filled out for a reporting person's  initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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, as amended (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).


SCHEDULE 13D

 
CUSIP No.    039380407
 
 
 
Page 2 of 6 Pages
 

 
1
 
 
NAME OF REPORTING PERSON
 
Monarch Alternative Capital LP
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☐
(b) ☒
 
3
 
 
SEC USE ONLY
 
 
 
4
 
 
SOURCE OF FUNDS
N/A
 
 
 
5
 
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 ☐
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
 
 
SOLE VOTING POWER
0
 
 
 
8
 
 
SHARED VOTING POWER
1,558,732
 
 
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
 
SHARED DISPOSITIVE POWER
1,558,732
 
 
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,558,732
 
 
12
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 ☐
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.29%
 
 
14
 
 
TYPE OF REPORTING PERSON
PN, IA
 



SCHEDULE 13D

 
CUSIP No.    039380407 
 
 
 
Page 3 of 6 Pages
 

 
1
 
 
NAME OF REPORTING PERSON
 
MDRA GP LP
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☐
(b) ☒
 
3
 
 
SEC USE ONLY
 
 
 
4
 
 
SOURCE OF FUNDS
N/A
 
 
 
5
 
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 ☐
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
7
 
 
SOLE VOTING POWER
0
 
 
 
8
 
 
SHARED VOTING POWER
1,558,732
 
 
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
 
SHARED DISPOSITIVE POWER
1,558,732
 
 
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,558,732
 
 
12
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 ☐
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.29%
 
 
14
 
 
TYPE OF REPORTING PERSON
PN, HC
 


SCHEDULE 13D

 
CUSIP No.    039380407 
 
 
 
Page 4 of 6 Pages
 

 
1
 
 
NAME OF REPORTING PERSON
 
Monarch GP LLC
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☐
(b) ☒
 
3
 
 
SEC USE ONLY
 
 
 
4
 
 
SOURCE OF FUNDS
N/A
 
 
 
5
 
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 ☐
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
7
 
 
SOLE VOTING POWER
0
 
 
 
8
 
 
SHARED VOTING POWER
1,558,732
 
 
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
 
 
10
 
 
SHARED DISPOSITIVE POWER
1,558,732
 
 
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,558,732
 
 
12
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 ☐
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.29%
 
 
14
 
 
TYPE OF REPORTING PERSON
OO, HC
 


This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) is being filed with respect to the common shares, par value $0.01 per share (“Common Stock”), of Arch Coal, Inc. (the “Issuer”), to amend the Schedule 13D filed on October 17, 2016 (together with Amendment No.1 to Schedule 13D filed on November 22, 2016, Amendment No. 2 to Schedule 13D filed on September 15, 2017, Amendment No. 3 to Schedule 13D filed on December 12, 2017 and Amendment No. 4 to Schedule 13D filed on December 3, 2018 (which was inadvertently filed as Schedule 13D), the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

Item 4.
Purpose of the Transaction.

Item 4 of the Schedule 13D is hereby amended to include the following:

On December 14, 2018, in an effort to assist the Issuer in its share buyback program by making shares of Common Stock available for purchase in addition to the shares available in the open market, MAC proposed to the Issuer that the Issuer repurchase 558,000 shares of Common Stock from the Funds at a price of $87.00 per share.  The Issuer declined MAC’s proposal, indicating that it has been satisfied with the number of shares that it has been able to purchase through open market transactions.
 [Signatures on following page]

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.



Dated: December 18, 2018
MONARCH ALTERNATIVE CAPITAL LP
   
By: MDRA GP LP, its General Partner
     
   
By: Monarch GP LLC, its General Partner
     
     
 
By:
/s/ Michael Weinstock
   
Name: Michael Weinstock
   
Title: Member
     
     
Dated: December 18, 2018
MDRA GP LP
     
   
By: Monarch GP LLC, its General Partner
     
     
 
By:
/s/ Michael Weinstock
   
Name: Michael Weinstock
   
Title: Member
     
Dated: December 18, 2018
MONARCH GP LLC
     
     
 
By:
/s/ Michael Weinstock
   
Name: Michael Weinstock
   
Title: Member




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