13D Filing: Monarch Alternative Capital and Arch Coal Inc (ARCH)

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) 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 and Amendment No. 2 to Schedule 13D filed on September 15, 2017, 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 8, 2017, the Issuer, on the one hand, and Monarch Alternative Solutions Master Fund Ltd, Monarch Capital Master Partners III LP, MCP Holdings Master LP and MDRF, on the other hand (the “Monarch December Parties”), entered into a Stock Repurchase Agreement (the “December Stock Repurchase Agreement”), which provides that the Issuer will repurchase a total of 500,000 shares of Common Stock from the Monarch December Parties at a price of $83.03 per share, resulting in an aggregate purchase price of $41,515,000.

On December 12, 2017, MDRF, Monarch Capital Master Partners III LP and MCP Holdings Master LP (the “Rule 144 Parties”) sold an aggregate of 500,000 shares of Common Stock in a transaction exempt from the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Rule 144 under the Securities Act to a market maker at a price of $85.26 per share, resulting in an aggregate purchase price of $42,630,000 (the “Rule 144 Sale”).

Item 5.   Interest in Securities of the Issuer.

Item 5(a) of the Schedule 13D is hereby amended and restated as follows:

(a) After giving effect to the Rule 144 Sale and the transactions contemplated by the December Stock Repurchase Agreement, each of MAC, MDRA GP and Monarch GP indirectly beneficially own 1,558,732 shares of Common Stock. Such shares represent 7.37% of the 21,155,678 shares of Common Stock that the Issuer has advised the reporting persons were outstanding as of December 8, 2017 after giving effect to the transactions contemplated by the December Stock Repurchase Agreement. None of the individual Monarch Funds own a number of shares of Common Stock representing more than 5% of the outstanding shares of Common Stock.

Item 5(b) of the Schedule 13D is hereby amended and restated as follows:

(b) MAC, MDRA GP and Monarch GP share voting and dispositive power over 1,558,732 shares of Common Stock held directly by the Funds with each applicable Fund directly holding such shares.

Item 5(c) of the Schedule 13D is hereby amended and restated as follows:

(c) On December 8, 2017, the Monarch December Parties entered into the December Stock Repurchase Agreement for the sale of 500,000 shares of Common Stock to the Issuer pursuant to the terms described therein.  On December 12, 2017, the Monarch 144 Parties sold an aggregate of 500,000 shares of Common Stock in a transaction exempt from the registration requirements of the Securities Act pursuant to the Rule 144 Sale.

Item 5(e) of the Schedule 13D is hereby amended to include the following:

(e) On December 8, 2017, MDRF ceased to be the beneficial owner of more than 5% of the outstanding shares of Common Stock of the Issuer.