Amended Statement of Ownership (sc 13g/a)
February 23 2017 - 5:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CF
CORPORATION
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G20307123
1
(CUSIP Number)
February 15, 2017
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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 (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).
1
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The Ordinary Shares have no CUSIP number. The CINS number for the Ordinary Shares is G20307123.
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CUSIP No. G20307123
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13G
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Page 2 of 6 Pages
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1.
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NAMES OF
REPORTING PERSONS
BlueMountain Capital Management, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware, United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
7,000,000
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
7,000,000
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000,000
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
8.3% (1)
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12.
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TYPE OF REPORTING PERSON (see
instructions)
IA
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(1)
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The percentage set forth in Row 11 of this Cover Page is based on the 84,000,000 shares of Ordinary Shares (as defined herein) of the Issuer (as defined herein) outstanding as of November 9 , 2016, as reported in
the Issuers Form
10-Q
filed with the Securities and Exchange Commission on November 9, 2016 (
Form
10-Q
).
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CUSIP No. G20307123
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13G
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Page 3 of 6 Pages
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1.
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NAMES OF
REPORTING PERSONS
Blue Mountain Credit Alternatives Master Fund L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
3,396,511
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
3,396,511
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,396,511
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
4.0% (1)
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12.
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TYPE OF REPORTING PERSON (see
instructions)
PN
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(1)
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The percentage set forth in Row 11 of this Cover Page is based on the 84,000,000 shares of Ordinary Shares of the Issuer outstanding as of November 9, 2016, as reported in Form
10-Q.
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CUSIP No. G20307123
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13G
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Page 4 of 6 Pages
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Item 1.
CF Corporation
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(b)
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Address of Issuers principal executive offices
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1701 Village Center Circle
Las Vegas, Nevada 89134
Item 2.
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(a)
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Name of person filing
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This Amendment No. 1 (this
Amendment
) to
the Schedule 13G filed on June 8, 2016 is being filed on behalf of BlueMountain Capital Management, LLC (
BMCM
) and Blue Mountain Credit Alternatives Master Fund L.P. (
BMCA
and, together with BMCM, the
Reporting Persons
) with respect to the shares of Class A Ordinary Shares, $0.0001 par value per share (the
Ordinary Shares
), of CF Corporation, a Cayman Islands exempted company (the
Issuer
).
BMCM acts as investment manager to, and exercises investment discretion with respect to the Ordinary Shares
directly owned by, the following entities:
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(i)
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BMCA, with respect to the 3,396,511 shares of Ordinary Shares directly owned by it;
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(ii)
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BlueMountain Foinaven Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 346,428 shares of Ordinary Shares directly owned by it;
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(iii)
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BlueMountain Guadalupe Peak Fund L.P., a Delaware limited partnership, with respect to the 128,318 shares of Ordinary Shares directly owned by it;
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(iv)
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BlueMountain Logan Opportunities Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 262,927 shares of Ordinary Shares directly owned by it;
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(v)
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BlueMountain Montenvers Master Fund SCA
SICAV-SIF,
an investment company with variable capital organized as a specialized investment fund in the form of a corporate partnership
limited by shares under the laws of Luxembourg, with respect to the 209,444 shares of Ordinary Shares directly owned by it;
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(vi)
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BlueMountain Kicking Horse Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 218,343 shares of Ordinary Shares directly owned by it; and
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(vii)
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BlueMountain Long/Short Equity Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 2,438,029 shares of Ordinary Shares directly owned by it.
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The filing of this statement should not be construed as an admission that BMCM is, for the purpose of Section 13 of the Act, the
beneficial owner of the Ordinary Shares reported herein.
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(b)
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Address or principal business office or, if none, residence
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280 Park Avenue, 12th
Floor, New York, New York 10017
See Row 4 of each Cover Page.
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(d)
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Title of class of securities
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Class A Ordinary Shares, par value $0.0001 per share
G20307123
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CUSIP No. G20307123
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13G
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Page 5 of 6 Pages
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Item 3. If this statement is filed pursuant to
§§240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a:
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(a)
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☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
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(e)
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☐ An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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☐ An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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☐ A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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☐ Group, in accordance with
§240.13d-1(b)(1)(ii)(K).
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Item 4. Ownership.
The information required by
Items 4(a)-(c) is set forth in Rows
5-11
of each Cover Page and is incorporated herein by reference.
BMCM
expressly declares that this filing shall not be construed as an admission that it is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing.
Item 5. Ownership of 5 Percent or Less of a Class.
This Amendment constitutes an exit filing for BMCA.
If this
statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of
Group.
Not applicable.
Item 10. Certification.
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.
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CUSIP No. G20307123
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13G
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Page 6 of 6 Pages
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SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
DATED: February 23, 2017
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BLUEMOUNTAIN CAPITAL
MANAGEMENT, LLC
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By:
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/s/ ERIC M. ALBERT
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Eric M. Albert, Chief Compliance Officer
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BLUE MOUNTAIN CREDIT ALTERNATIVES
MASTER FUND L.P.
By: Blue Mountain CA Master Fund GP,
Ltd.
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By:
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/s/ ANDREW FELDSTEIN
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Andrew Feldstein, Director
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