0000899140-11-000483.txt : 20110912 0000899140-11-000483.hdr.sgml : 20110912 20110912125559 ACCESSION NUMBER: 0000899140-11-000483 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110912 DATE AS OF CHANGE: 20110912 GROUP MEMBERS: SEAN E. CULLINAN GROUP MEMBERS: STEELMILL MASTER FUND LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLOUD PEAK ENERGY INC. CENTRAL INDEX KEY: 0001441849 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 263088162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85159 FILM NUMBER: 111085295 BUSINESS ADDRESS: STREET 1: 505 SOUTH GILLETTE AVE. CITY: GILLETTE STATE: WY ZIP: 82716 BUSINESS PHONE: 307-687-6000 MAIL ADDRESS: STREET 1: 505 SOUTH GILLETTE AVE. CITY: GILLETTE STATE: WY ZIP: 82716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PointState Capital LP CENTRAL INDEX KEY: 0001509842 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 830-7080 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 c6959912a.htm c6959912a.htm
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. )*

CLOUD PEAK ENERGY INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

18911Q102
(CUSIP Number)

August 31, 2011
(Date of Event which Requires Filing
of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

         o         Rule 13d-1(b)
         x        Rule 13d-1(c)
         o         Rule 13d-1(d)



*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 the 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 (“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).

Page 1 of 10
 
 
 
 

CUSIP No. 18911Q102                   
 
13G
Page         2        of     10       Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
PointState Capital LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x   
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
5,039,078
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
5,039,078
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,039,078
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
     o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.3%
12
TYPE OF REPORTING PERSON*
 
PN
*SEE INSTRUCTION BEFORE FILLING OUT

Page 2 of 10
 
 
 
 

CUSIP No. 18911Q102                    
 
13G
Page    3            of     10     Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Sean E. Cullinan
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
5,039,078
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
5,039,078
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,039,078
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
     o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.3%
12
TYPE OF REPORTING PERSON*
 
IN
*SEE INSTRUCTION BEFORE FILLING OUT

Page 3 of 10
 
 
 
 

CUSIP No. 18911Q102                  
 
13G
Page    4    of     10        Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
SteelMill Master Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,476,616
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,476,616
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,476,616
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
     o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.7%
12
TYPE OF REPORTING PERSON*
 
PN
*SEE INSTRUCTION BEFORE FILLING OUT

Page 4 of 10
 
 
 
 

Item 1(a)
Name of Issuer:
   
 
The name of the issuer is Cloud Peak Energy Inc. (the “Company”).
   
Item 1(b)
Address of Issuer's Principal Executive Offices:
   
 
The Company’s principal executive offices are located at 505 South Gillette Avenue, Gillette, Wyoming, 82716.
   
Item 2(a)
Name of Person Filing:
   
 
This statement is filed by:
   
 
(i) PointState Capital LP, a Delaware limited partnership ("PointState"), which serves as the investment manager to SteelMill Master Fund LP, a Cayman Islands limited partnership (“SteelMill”), and to PointState Fund LP, a Delaware limited partnership (collectively, the "Funds"), with respect to the shares of Common Stock (defined in Item 2(d) below) directly held by the Funds;
   
 
(ii) Sean E. Cullinan ("Mr. Cullinan"), who serves as managing member of PointState Capital GP LLC, a Delaware limited liability company (“PointState GP”), which serves as the general partner of PointState, with respect to the shares of Common Stock directly held by the Funds; and
   
 
(iii) SteelMill, with respect to the shares of Common Stock directly held by it.
   
 
PointState, Mr. Cullinan and SteelMill are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
   
Item 2(b)
Address or Principal Business Office:
   
 
The address of the business office of each of the Reporting Persons is care of PointState Capital LP, 40 West 57th Street, 25th Floor, New York, NY 10019.
   
Item 2(c)
Citizenship:
   
 
PointState is organized under the laws of the State of Delaware.  Mr. Cullinan is a citizen of the United States of America. SteelMill is organized under the laws of the Cayman Islands.
   
Item 2(d)
Title of Class of Securities:
   
 
 
 
 
 
 
 
 
Common Stock, par value $0.01 per share (the "Common Stock")
   
Item 2(e)
CUSIP Number:
   
 
18911Q102
   
Item 3
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
 

(a)
o
Broker or dealer registered under Section 15 of the Act,
     
(b)
o
Bank as defined in Section 3(a)(6) of the Act,
     
(c)
o
Insurance Company as defined in Section 3(a)(19) of the Act,
     
(d)
o
Investment Company registered under Section 8 of the Investment Company Act of 1940,
     
(e)
o
Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
     
(f)
o
Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
     
(g)
o
Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
     
(h)
o
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
     
(i)
o
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
     
(j)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
If this statement is filed pursuant to Rule 13d-1(c), check this box:  
 
Item 4
Ownership:
   
 
The percentages used herein and in the rest of this Schedule 13G are calculated based upon a total of 60,930,872 shares of Common Stock issued and outstanding as of July 31, 2011 as reported on the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Company for the quarterly period ended June 30, 2011.
   
 
A.  PointState
 
(a) Amount beneficially owned:  5,039,078
 
(b) Percent of class: 8.3%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote:  5,039,078
 
 
 
 
 
 
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition:  5,039,078
   
 
B.  Mr. Cullinan
 
(a) Amount beneficially owned:  5,039,078
 
(b) Percent of class: 8.3%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote:  5,039,078
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition:  5,039,078
   
 
C. SteelMill
 
(a) Amount beneficially owned:  3,476,616
 
(b) Percent of class: 5.7%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote:  3,476,616
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition:  3,476,616
   
 
PointState, which serves as the investment manager to the Funds, and Mr. Cullinan, as managing member of PointState GP, may be deemed to beneficially own, within the meaning of Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, the shares of Common Stock held directly by the Funds.
   
Item 5
Ownership of Five Percent or Less of a Class:
   
 
Not applicable
   
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
   
 
Other than as set forth herein, no other person is known to have the right to receive or the power to direct the receipt of the dividends from, or proceeds from the sale of, the securities reported in this Schedule 13G.
   
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
   
 
Not Applicable
   
   
Item 8
Identification and Classification of Members of the Group:
   
 
See Item 2
   
Item 9
Notice of Dissolution of Group:
   
 
 
 
 
 
 
 
Not Applicable
   
Item 10
Certification:

Each of the Reporting Persons hereby makes the following 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.


 
 
 
 
 

SIGNATURE

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

Dated: September 12, 2011

SEAN E. CULLINAN, individually; as managing member of PointState Capital GP, LLC, as general partner of PointState Capital LP; and as managing member of PointState Holdings LLC, as general partner of SteelMill Master Fund LP.


By:  /s/ Sean E. Cullinan                         
Name:  Sean E. Cullinan


 EX-99.1 2 c6959912b.htm JOINT ACQUISITION STATEMENT c6959912b.htm
EXHIBIT 99.1

JOINT ACQUISITION STATEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
Dated: September 12, 2011


SEAN E. CULLINAN, individually; as managing member of PointState Capital GP, LLC, as general partner of PointState Capital LP; and as managing member of PointState Holdings LLC, as general partner of SteelMill Master Fund LP.


By:  /s/ Sean E. Cullinan                         
Name:  Sean E. Cullinan