13D Filing: Monarch Debt Recovery Master Fund Ltd and Arch Coal Inc (ARCH)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Arch Coal, Inc.

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(Name of Issuer)

Common Stock, par value $0.01

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(Title of Class of Securities)

039380407

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(CUSIP Number of Class of Securities)

Michael Kelly, Esq.

Monarch Alternative Capital LP

535 Madison Avenue

New York, NY 10022

Telephone: (212) 554-1700

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(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copies to:

Michael A. Schwartz, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY  10019-6099

(212) 728-8000

September 13, 2017

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(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).

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) 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, 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 September 13, 2017, the Issuer, on the one hand, and Monarch Alternative Solutions Master Fund Ltd, Monarch Capital Master Partners III LP, MCP Holdings Master LP, Monarch Debt Recovery Master Fund Ltd and P Monarch Recovery Ltd., on the other hand (the “Monarch Parties”), entered into a Stock Repurchase Agreement (the “Stock Repurchase Agreement”), which provides that the Issuer will repurchase a total of 750,000 shares of Common Stock from the Monarch Parties at a price of $74.33 per share, resulting in an aggregate purchase price of $55,747,500.

Item 5. Interest in Securities of the Issuer.

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

(a) Each of MAC, MDRA GP and Monarch GP indirectly beneficially own 2,558,732 shares of Common Stock. Such shares represent 11.47% of the 22,299,672 shares of Common Stock that the Issuer has advised the reporting persons were outstanding as of September 13, 2017 after giving effect to the transactions contemplated by the Stock Repurchase Agreement. MDRF directly beneficially owns 1,237,035 shares of Common Stock, which represent 5.55% of the 22,299,672 shares of Common Stock outstanding as of September 13, 2017. None of the other 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 2,558,732 shares of Common Stock held directly by the Funds with each applicable Fund directly holding such shares, including the 1,237,035 shares of Common Stock held by MDRF.

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

(c) On September 13, 2017, the Monarch Parties entered into the Stock Repurchase Agreement for the sale of 750,000 shares of Common Stock to the Issuer pursuant to the terms described therein.

Item 6.          Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.