0000899243-16-022107.txt : 20160608 0000899243-16-022107.hdr.sgml : 20160608 20160608130145 ACCESSION NUMBER: 0000899243-16-022107 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160520 FILED AS OF DATE: 20160608 DATE AS OF CHANGE: 20160608 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CF Corp CENTRAL INDEX KEY: 0001668428 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555515 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLUEMOUNTAIN LONG/SHORT EQUITY MASTER FUND L.P. CENTRAL INDEX KEY: 0001676295 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 161703153 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVE FL 12 CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLUEMOUNTAIN LONG/SHORT EQUITY GP, LLC CENTRAL INDEX KEY: 0001676296 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 161703154 BUSINESS ADDRESS: STREET 1: 280 PARK AVE FL 12 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVE FL 12 CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Kicking Horse Fund L.P. CENTRAL INDEX KEY: 0001557943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 161703155 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3990 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Kicking Horse Fund GP, LLC CENTRAL INDEX KEY: 0001557778 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 161703156 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Montenvers GP S.a.r.l. CENTRAL INDEX KEY: 0001578579 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 161703158 BUSINESS ADDRESS: STREET 1: 6D ROUTE DE TREVES CITY: SENINGERBERG STATE: N4 ZIP: B176316 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Montenvers Master Fund SCA SICAV-SIF CENTRAL INDEX KEY: 0001577160 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 161703157 BUSINESS ADDRESS: STREET 1: 6D ROUTE DE TREVES CITY: SENNINGERBERG STATE: N4 ZIP: L-2633 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-05-20 0 0001668428 CF Corp CFCOU 0001578579 BlueMountain Montenvers GP S.a.r.l. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001577160 BlueMountain Montenvers Master Fund SCA SICAV-SIF 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001557778 BlueMountain Kicking Horse Fund GP, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001557943 BlueMountain Kicking Horse Fund L.P. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001676296 BLUEMOUNTAIN LONG/SHORT EQUITY GP, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001676295 BLUEMOUNTAIN LONG/SHORT EQUITY MASTER FUND L.P. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 Class A Ordinary Shares 7000000 I Footnotes Class A Ordinary Shares 6790556 I Footnotes Class A Ordinary Shares 3396511 I Footnotes Class A Ordinary Shares 3396511 D Class A Ordinary Shares 346428 I Footnotes Class A Ordinary Shares 346428 D Class A Ordinary Shares 128318 I Footnotes Class A Ordinary Shares 128318 D Class A Ordinary Shares 262927 I Footnotes Class A Ordinary Shares 262927 D Class A Ordinary Shares 209444 I Footnotes Class A Ordinary Shares 209444 D Class A Ordinary Shares 218343 I Footnotes Class A Ordinary Shares 218343 D Class A Ordinary Shares 2438029 I Footnotes Class A Ordinary Shares 2438029 D The filing of this Form 3 shall not be construed as an admission that any of BlueMountain Capital Management, LLC ("BMCM"), GP Holdings (as defined in Footnote 5) or the General Partners (as defined in Footnote 5) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Class A Ordinary Shares, par value $0.0001 per share (the "Ordinary Shares"), of CF Corporation (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of BMCM, GP Holdings and the General Partners disclaims such beneficial ownership, except to the extent of its respective pecuniary interest. BMCM is the investment manager of each of: (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which is the direct beneficial owner of 3,396,511 shares of Ordinary Shares; (ii) BlueMountain Foinaven Master Fund L.P. ("BMFV"), which is the direct beneficial owner of 346,428 shares of Ordinary Shares; (iii) BlueMountain Guadalupe Peak Fund L.P. ("BMGP"), which is the direct beneficial owner of 128,318 shares of Ordinary Shares; (iv) BlueMountain Logan Opportunities Master Fund L.P. ("BMLO"), which is the direct beneficial owner of 262,927 shares of Ordinary Shares; (v) BlueMountain Kicking Horse Fund L.P. ("BMKH"), which is the direct beneficial owner of 218,343 shares of Ordinary Shares; (vi) BlueMountain Long/Short Equity Master Fund L.P. ("BMLSE" and, together with BMCA, BMFV, BMGP, BMLO and BMKH, the "Partnerships"), which is the direct beneficial owner of 2,438,029 shares of Ordinary Shares; and (vii) BlueMountain Montenvers Fund SCA SICAV-SIF ("BMM" and, together with the Partnerships, the "Funds"), which is the direct beneficial owner of 209,444 shares of Ordinary Shares. BMCM, although it directs the voting and disposition of the Ordinary Shares held by the Funds, only receives an asset-based fee relating to the Ordinary Shares held by the Funds. (i) Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") is the general partner of BMCA and has an indirect profits interest in the Ordinary Shares beneficially owned by it; (ii) BlueMountain Foinaven GP, LLC ("BMFV GP") is the general partner of BMFV and has an indirect profits interest in the Ordinary Shares beneficially owned by it; (iii) BlueMountain Long/Short Credit GP, LLC ("BMGP GP") is the general partner of BMGP and has an indirect profits interest in the Ordinary Shares beneficially owned by it; (iv) BlueMountain Montenvers GP S.a r.l. ("BMM GP") is the general partner of BMM and has an indirect profits interest in the Ordinary Shares beneficially owned by it; (v) BlueMountain Logan Opportunities GP, LLC ("BMLO GP") is the general partner of BMLO and has an indirect profits interest in the Ordinary Shares beneficially owned by it; (vi) BlueMountain Kicking Horse Fund GP, LLC ("BMKH GP") is the general partner of BMKH and has an indirect profits interest in the Ordinary Shares beneficially owned by it; (vii) BlueMountain Long/Short Equity GP, LLC ("BMLSE GP" and, together with BMCA GP, BMFV GP, BMGP GP, BMLO GP and BMKH GP, the "General Partners") is the general partner of BMLSE and has an indirect profits interest in the Ordinary Shares beneficially owned by it. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of each of the General Partners and thus has an indirect profits interest in the Ordinary Shares beneficially owned by the Partnerships. BMCM is the sole owner of BMM GP and thus has an indirect profits interest in the Ordinary Shares beneficially owned by BMM. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 3 for certain additional Reporting Persons is being filed separately and simultaneously with this Form 3 due to the limitation of ten Reporting Persons per filing. BlueMountain Montenvers Master Fund SCA SICAV-SIF, By: BlueMountain Montenvers GP S.a r.l., By: /s/ Paul Friedman, Authorized Person 2016-06-08 BlueMountain Montenvers GP S.a r.l., By: /s/ Paul Friedman, Authorized Person 2016-06-08 BlueMountain Kicking Horse Fund GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2016-06-08 BlueMountain Kicking Horse Fund L.P., By: BlueMountain Kicking Horse Fund GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2016-06-08 BlueMountain Long/Short Equity GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2016-06-08 BlueMountain Long/Short Equity Master Fund L.P., By: BlueMountain Long/Short Equity GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2016-06-08