Mr. Jonathan Fiorello
Mount Kellett Capital Management LP
623 Fifth Avenue, 18th Floor
New York, NY 10022
(212) 588-6100
|
H. Lee S. Hobson
Highside Capital Management, L.P.
100 Crescent Court, Suite 860,
Dallas, TX 75201
(214) 855-2300
|
Mark Horowitz
Glenview Capital Management, LLC
767 Fifth Avenue, 44th Floor
New York, NY 10153
(212) 812-4700
|
Mark D. Lerner
Chesapeake Partners Management Co., Inc.
2800 Quarry Lake Drive, Suite 300
Baltimore, MD 21209
(410) 602-0195
|
SCHEDULE 13D
|
||
CUSIP No.: 18538Q105
|
Page 2 of 14 Pages
|
1.
|
Names of Reporting Persons.
Mount Kellett Capital Management LP
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
(a) [ X ]
(b) [ ]
|
|||
3.
|
SEC Use Only
|
|||
4. | Source of Funds (See Instructions) WC |
|||
5. | Check if Disclosure of Legal Proceedings 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
|
127,409,917
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
127,409,917
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
127,409,917
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
18.2%
|
|||
14.
|
Type of Reporting Person:
PN, IA
|
SCHEDULE 13D
|
||
CUSIP No.: 18538Q105
|
Page 3 of 14 Pages
|
1.
|
Names of Reporting Persons.
Highside Capital Management, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
|
|||
3.
|
SEC Use Only
|
|||
4. | Source of Funds (See Instructions) WC |
|||
5. | Check if Disclosure of Legal Proceedings 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
|
127,409,917
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
127,409,917
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
127,409,917
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
18.2%
|
|||
14.
|
Type of Reporting Person:
PN, IA
|
SCHEDULE 13D
|
||
CUSIP No.: 18538Q105
|
Page 4 of 14 Pages
|
1.
|
Names of Reporting Persons.
Highside Management, LLC
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
|
|||
3.
|
SEC Use Only
|
|||
4. | Source of Funds (See Instructions) WC |
|||
5. | Check if Disclosure of Legal Proceedings 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
|
127,409,917
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
127,409,917
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
127,409,917
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
18.2%
|
|||
14.
|
Type of Reporting Person:
OO, HC
|
SCHEDULE 13D
|
||
CUSIP No.: 18538Q105
|
Page 5 of 14 Pages
|
1.
|
Names of Reporting Persons.
H. Lee S. Hobson
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
|
|||
3.
|
SEC Use Only
|
|||
4. | Source of Funds (See Instructions) WC |
|||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] |
|||
6.
|
Citizenship or Place of Organization
United States of America
|
|||
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
127,409,917
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
127,409,917
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
127,409,917
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
18.2%
|
|||
14.
|
Type of Reporting Person:
IN, HC
|
SCHEDULE 13D
|
||
CUSIP No.: 18538Q105
|
Page 6 of 14 Pages
|
1.
|
Names of Reporting Persons.
Glenview Capital Management, LLC
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
|
|||
3.
|
SEC Use Only
|
|||
4. | Source of Funds (See Instructions) WC |
|||
5. | Check if Disclosure of Legal Proceedings 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
|
127,409,917
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
127,409,917
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
127,409,917
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
18.2%
|
|||
14.
|
Type of Reporting Person:
OO
|
SCHEDULE 13D
|
||
CUSIP No.: 18538Q105
|
Page 7 of 14 Pages
|
1.
|
Names of Reporting Persons.
Lawrence M. Robbins
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
|
|||
3.
|
SEC Use Only
|
|||
4. | Source of Funds (See Instructions) WC |
|||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] |
|||
6.
|
Citizenship or Place of Organization
United States of America
|
|||
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
127,409,917
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
127,409,917
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
127,409,917
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
18.2%
|
|||
14.
|
Type of Reporting Person:
IN, HC
|
SCHEDULE 13D
|
||
CUSIP No.: 18538Q105
|
Page 8 of 14 Pages
|
1.
|
Names of Reporting Persons.
Chesapeake Partners Management Co., Inc.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
|
|||
3.
|
SEC Use Only
|
|||
4. | Source of Funds (See Instructions) WC |
|||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] |
|||
6.
|
Citizenship or Place of Organization
Maryland
|
|||
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
127,409,917
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
127,409,917
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
127,409,917
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
18.2%
|
|||
14.
|
Type of Reporting Person:
CO, HC
|
SCHEDULE 13D
|
||
CUSIP No.: 18538Q105
|
Page 9 of 14 Pages
|
1.
|
Names of Reporting Persons.
C P Management, L.L.C.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
|
|||
3.
|
SEC Use Only
|
|||
4. | Source of Funds (See Instructions) WC |
|||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] |
|||
6.
|
Citizenship or Place of Organization
Maryland
|
|||
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
127,409,917
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
127,409,917
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
127,409,917
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
18.2%
|
|||
14.
|
Type of Reporting Person:
OO
|
SCHEDULE 13D
|
||
CUSIP No.: 18538Q105
|
Page 10 of 14 Pages
|
1.
|
Names of Reporting Persons.
Mark D. Lerner
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
|
|||
3.
|
SEC Use Only
|
|||
4. | Source of Funds (See Instructions) WC |
|||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] |
|||
6.
|
Citizenship or Place of Organization
United States of America
|
|||
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
127,409,917
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
127,409,917
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
127,409,917
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
18.2%
|
|||
14.
|
Type of Reporting Person:
IN, HC
|
SCHEDULE 13D
|
||
CUSIP No.: 18538Q105
|
Page 11 of 14 Pages
|
1.
|
Names of Reporting Persons.
Traci Lerner
|
|||
2.
|
Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
|
|||
3.
|
SEC Use Only
|
|||
4. | Source of Funds (See Instructions) WC |
|||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] |
|||
6.
|
Citizenship or Place of Organization
United States of America
|
|||
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
127,409,917
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
127,409,917
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
127,409,917
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
18.2%
|
|||
14.
|
Type of Reporting Person:
IN, HC
|
SCHEDULE 13D
|
||
|
Page 12 of 14 Pages
|
SCHEDULE 13D
|
||
|
Page 13 of 14 Pages
|
MOUNT KELLETT CAPITAL MANAGEMENT LP
|
|||
|
By:
|
Mount Kellett Capital Management GP LLC, its general partner |
|
|
By:
|
/s/ Jonathan Fiorello | |
Jonathan Fiorello, Chief Operating Officer |
HIGHSIDE CAPITAL MANAGEMENT, L.P.
|
|||
|
By:
|
Highside Management, LLC,
its general partner
|
|
|
By:
|
/s/ H. Lee S. Hobson | |
H. Lee S. Hobson, Managing Member
|
HIGHSIDE MANAGEMENT, LLC
|
|
By:
|
/s/ H. Lee S. Hobson | |
H. Lee S. Hobson, Managing Member
|
H. LEE S. HOBSON
|
|||
/s/ H. Lee S. Hobson |
GLENVIEW CAPITAL MANAGEMENT, LLC
|
|
By:
|
/s/ Mark J. Horowitz | |
Mark J. Horowitz, Chief Operating Officer and
General Counsel
|
LAWRENCE M. ROBBINS
|
|
By:
|
/s/ Mark J. Horowitz | |
Mark J. Horowitz, attorney-in-fact for
Lawrence M. Robbins
|
CHESAPEAKE PARTNERS MANAGEMENT CO., INC.
|
|
By:
|
/s/ Mark D. Lerner | |
Mark D. Lerner, Vice President |
SCHEDULE 13D
|
||
|
Page 14 of 14 Pages
|
C P MANAGEMENT, L.L.C.
|
|||
|
By:
|
Chesapeake Partners Management Co., Inc., its sole member and owner |
|
|
By:
|
/s/ Mark D. Lerner | |
Mark D. Lerner, Vice President |
MARK D. LERNER
|
|||
/s/ Mark D. Lerner |
TRACI LERNER
|
|||
/s/ Traci Lerner |
MOUNT KELLETT CAPITAL MANAGEMENT LP
|
|||
|
By:
|
Mount Kellett Capital Management GP LLC, its general partner |
|
|
By:
|
/s/ Jonathan Fiorello | |
Jonathan Fiorello, Chief Operating Officer |
HIGHSIDE CAPITAL MANAGEMENT, L.P.
|
|||
|
By:
|
Highside Management, LLC,
its general partner
|
|
|
By:
|
/s/ H. Lee S. Hobson | |
H. Lee S. Hobson, Managing Member
|
HIGHSIDE MANAGEMENT, LLC
|
|
By:
|
/s/ H. Lee S. Hobson | |
H. Lee S. Hobson, Managing Member
|
H. LEE S. HOBSON
|
|||
/s/ H. Lee S. Hobson |
GLENVIEW CAPITAL MANAGEMENT, LLC
|
|
By:
|
/s/ Mark J. Horowitz | |
Mark J. Horowitz, Chief Operating Officer and
General Counsel
|
LAWRENCE M. ROBBINS
|
|
By:
|
/s/ Mark J. Horowitz | |
Mark J. Horowitz, attorney-in-fact for
Lawrence M. Robbins
|
CHESAPEAKE PARTNERS MANAGEMENT CO., INC.
|
|
By:
|
/s/ Mark D. Lerner | |
Mark D. Lerner, Vice President |
C P MANAGEMENT, L.L.C.
|
|||
|
By:
|
Chesapeake Partners Management Co., Inc., its sole member and owner |
|
|
By:
|
/s/ Mark D. Lerner | |
Mark D. Lerner, Vice President |
MARK D. LERNER
|
|||
/s/ Mark D. Lerner |
TRACI LERNER
|
|||
/s/ Traci Lerner |