SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| WALTER ENERGY, INC. |
(Name of Issuer)
| COMMON STOCK |
(Title of Class of Securities)
| 93317Q105 |
(CUSIP Number)
| November 15, 2012 |
(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)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
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).
| CUSIP No. 93317Q105 | Page 2 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Master Fund, Ltd. | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
2,404,316 (See Item 4) | ||||
| (6) | Shared voting power
None (see Item 4) | |||||
| (7) | Sole dispositive power
2,404,316 (See Item 4) | |||||
| (8) | Shared dispositive power
None | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,404,316 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
3.8% | |||||
| (12) |
Type of reporting person*
CO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 3 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Global, LLC | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (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
2,404,316 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
2,404,316 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,404,316 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
3.8% | |||||
| (12) |
Type of reporting person*
OO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 4 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Global Investments, Ltd. | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
2,404,316 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
2,404,316 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,404,316 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
3.8% | |||||
| (12) |
Type of reporting person*
CO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 5 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Institutional Fund, LLC | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (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
2,404,316 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
2,404,316 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,404,316 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
3.8% | |||||
| (12) |
Type of reporting person*
OO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 6 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Institutional Fund, Ltd. | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
2,404,316 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
2,404,316 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,404,316 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
3.8% | |||||
| (12) |
Type of reporting person*
CO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 7 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Institutional Fund II, LLC | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (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
2,404,316 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
2,404,316 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,404,316 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
3.8% | |||||
| (12) |
Type of reporting person*
OO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 8 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Institutional Fund II, Ltd. | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
2,404,316 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
2,404,316 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,404,316 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
3.8% | |||||
| (12) |
Type of reporting person*
CO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 9 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Global Japan Unit Trust | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
2,404,316 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
2,404,316 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,404,316 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
3.8% | |||||
| (12) |
Type of reporting person*
OO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 10 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Leveraged Master Fund, Ltd. | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
454,983 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
454,983 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
454,983 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
.73% | |||||
| (12) |
Type of reporting person*
CO | |||||
| *SEE | INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 11 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Leveraged Fund, L.P. | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (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
454,983 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
454,983 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
454,983 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
.73% | |||||
| (12) |
Type of reporting person*
OO | |||||
| *SEE | INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 12 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Leveraged Fund, Ltd. | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
454,983 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
454,983 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
454,983 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
.73% | |||||
| (12) |
Type of reporting person*
CO | |||||
| *SEE | INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 13 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Fundamental Trading Master Fund Ltd. | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
16,538 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
16,538 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
16,538 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
.03% | |||||
| (12) |
Type of reporting person*
CO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 14 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Fundamental Trading Fund, L.P. | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (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
16,538 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
16,538 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
16,538 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
.03% | |||||
| (12) |
Type of reporting person*
OO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 15 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Fundamental Trading Fund, Ltd. | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
16,538 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
16,538 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
16,538 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
.03% | |||||
| (12) |
Type of reporting person*
CO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 16 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
AFT Leveraged Master Fund, Ltd. | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
30,680 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
30,680 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
30,680(See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
.05% | |||||
| (12) |
Type of reporting person*
CO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 17 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Fundamental Trading Leveraged Fund, L.P. | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (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
30,680 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
30,680 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
30,680 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
.05% | |||||
| (12) |
Type of reporting person*
OO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 18 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Balamat Cayman Fund Limited | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
36,377 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
36,377 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
36,377 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
.06% | |||||
| (12) |
Type of reporting person*
CO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 19 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Balyasny Dedicated Investor Master Fund, Ltd. | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
108,901 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
108,901 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
108,901 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
.17% | |||||
| (12) |
Type of reporting person*
CO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 20 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Balyasny Dedicated Investor Onshore Fund, L.P. | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (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
108,901 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
108,901 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
108,901 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
.17% | |||||
| (12) |
Type of reporting person*
OO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 21 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Balyasny Dedicated Investor Offshore Fund, Ltd. | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
108,901 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
108,901 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
108,901 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
.17% | |||||
| (12) |
Type of reporting person*
CO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 22 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Lyxor/Balyasny Atlas Enhanced Fund Limited | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Jersey | |||||
| Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
300,868 | ||||
| (6) | Shared voting power
None (See Item 4) | |||||
| (7) | Sole dispositive power
300,868 | |||||
| (8) | Shared dispositive power
None (See Item 4) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
300,868 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
.48% | |||||
| (12) |
Type of reporting person*
CO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 23 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Balyasny Asset Management L.P. | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (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
3,352,663 (See Item 4) | ||||
| (6) | Shared voting power
None | |||||
| (7) | Sole dispositive power
3,352,663 (See Item 4) | |||||
| (8) | Shared dispositive power
None | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
3,352,663 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
5.36% | |||||
| (12) |
Type of reporting person*
IA | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| CUSIP No. 93317Q105 | Page 24 of 47 Pages |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Dmitry Balyasny | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (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
3,352,663 (See Item 4) | ||||
| (6) | Shared voting power
None | |||||
| (7) | Sole dispositive power
3,352,663 (See Item 4) | |||||
| (8) | Shared dispositive power
None | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
3,352,663 (See Item 4) | |||||
| (10) |
Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| (11) |
Percent of class represented by amount in Row (9)
5.36% | |||||
| (12) |
Type of reporting person*
IN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| Item 1 | (a) Name of Issuer: |
Walter Energy, Inc. (the “Company”)
| (b) | Address of Issuer’s Principal Executive Offices: |
300 Riverchase Galleria, Suite 1700
Birmingham, Alabama
35244
United States
| Item 2 | (a) – (c) This statement is filed on behalf of the following: |
(1) Atlas Master Fund, Ltd. is a Cayman corporation (“AMF”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies.
(2) Atlas Global, LLC is a Delaware limited liability company (“AG”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AG owns 11.65% of the equity interests in AMF.
(3) Atlas Global Investments, Ltd. is a Cayman corporation (“AGI”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies. AGI owns 33.48 % of the equity interests in AMF.
(4) Atlas Institutional Fund, LLC is a Delaware limited liability company (“AIF LLC”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AIF LLC owns 5.09% of the equity interests in AMF.
(5) Atlas Institutional Fund, Ltd. is a Cayman corporation (“AIF LTD”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies. AIF, LTD owns 30.82% of the equity interests in AMF.
(6) Atlas Institutional Fund II, LLC is a Delaware limited liability company (“AIF2 LLC”), with its principal business office at 181 West Madison, Suite 3600, and Chicago, IL 60602. AIF2 LLC owns 6.24% of the equity interests in AMF.
(7) Atlas Institutional Fund II, Ltd. is a Cayman corporation (“AIF2 LTD”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies. AIF2, LTD owns 4.62% of the equity interests in AMF.
Page 25 of 47 Pages
(8) Atlas Global Japan Unit Trust is a Cayman exempted unit trust (“AGJ”), with its principal business office at c/o CIBC Bank and Trust Company (Cayman) Limited, CIBC Financial Centre, 11 Dr. Roy’s Drive-3rd Floor, P.O. Box 694, Grand Cayman, Cayman Islands, British West Indies. AGJ owns 7.95% of the equity interests in AMF.
(9) Atlas Leveraged Master Fund, Ltd. is a Cayman corporation (“ATLAS LEVERAGED MASTER FUND”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies.
(10) Atlas Leveraged Fund, L.P. is a Delaware limited partnership (“ALF LP”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. ALF LP owns 40.55% of the equity interests in ATLAS LEVERAGED MASTER FUND.
(11) Atlas Leveraged Fund, Ltd. is a Cayman corporation (“ALF LTD”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies. ALF LTD. owns 59.41% of the equity interests in ATLAS LEVERAGED MASTER FUND.
(12) Atlas Fundamental Trading Master Fund Ltd. is a Cayman corporation (“AFT MASTER”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies.
(13) Atlas Fundamental Trading Fund, L.P., is a Delaware limited partnership (“AFT LP”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AFT LP owns 19.69% of the equity interests in AFT MASTER.
(14) Atlas Fundamental Trading Fund Ltd. is a Cayman corporation (“AFT LTD”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies. AFT LTD owns 80.01% of the equity interests in AFT MASTER.
(15) AFT Leveraged Master Fund Ltd. is a Cayman corporation (“AFTL MASTER”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies.
(16) Atlas Fundamental Trading Leveraged Fund, L.P. is a Delaware limited partnership (“AFTL LP”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AFTL LP owns 99.70% of the equity interests in AFTL MASTER.
Page 26 of 47 Pages
(17) Balamat Cayman Fund Limited is a Cayman corporation (“BCF”), with its principal business office at c/o City Hedge Fund Services (Cayman), Ltd., P.O. Box 10293, 27 Hospital Road, 5th Floor, George Town, Grand Cayman, Cayman , British West Indies.
(18) Balyasny Dedicated Investor Master Fund, Ltd. is a Cayman corporation (“BDI MASTER”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies.
(19) Balyasny Dedicated Investor Onshore Fund, L.P. is a Delaware limited partnership (“BDI LP”), with its principal business office at 181 West Madison, Suite 3600, and Chicago, IL 60602. BDI LP owns 35.15% of the equity interests in BDI MASTER.
(20) Balyasny Dedicated Investor Offshore Fund, Ltd. is a Cayman corporation (“BDI LTD”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies. BDI LTD owns 64.80% of the equity interests in BDI MASTER.
(21) Lyxor/Balyasny Atlas Enhanced Fund Limited is a Jersey limited corporation (“LYXOR”), with its registered office at 18 Esplanade, St. Helier, Jersey JE4 8RT, Channel Islands.
(22) Balyasny Asset Management L.P. is a Delaware limited partnership (“BAM”), with its principal business office at 181 West Madison, Suite 3600, and Chicago, IL 60602. BAM is the investment manager to each of AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, ATLAS LEVERAGED MASTER FUND, ALF LP, ALF LTD, AFT MASTER, AFT LP, AFT LTD, AFTL MASTER, AFTL LP, BCF, BDI MASTER, BDI LP, BDI LTD and LYXOR.
(23) Dmitry Balyasny, a United States citizen whose business address is 181 West Madison, Suite 3600, Chicago, IL 60602. Dmitry Balyasny is the sole managing member of the general partner of BAM.
| (d) | Title of Class of Securities: |
Common Stock
| (e) | CUSIP Number: 93317Q105 |
Page 27 of 47 Pages
| Item 3 | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not Applicable
| Item 4 | Ownership: |
AMF
| (a) | Amount Beneficially Owned: |
2,404,316
| (b) | Percent of Class: |
3.8%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
2,404,316
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
2,404,316
| (iv) | Shared power to dispose or to direct disposition of: |
None
AG
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 11.65% of the equity interest in AMF, AG may be deemed to beneficially own the 2,404,316 Shares of the Company’s Common Stock beneficially owned by AMF.
Page 28 of 47 Pages
| (b) | Percent of Class: |
3.8%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
2,404,316
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
2,404,316
| (iv) | Shared power to dispose or to direct disposition of: |
None
AGI
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 33.48% of the equity interest in AMF, AGI may be deemed to beneficially own the 2,404,316 Shares of the Company’s Common Stock beneficially owned by AMF.
| (b) | Percent of Class: |
3.8 %
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
2,404,316
| (ii) | Shared power to vote or to direct vote: |
None
Page 29 of 47 Pages
| (ii) | Sole power to dispose or direct disposition of: |
2,404,316
| (iv) | Shared power to dispose or to direct disposition of: |
None
AIF, LLC
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 5.09% of the equity interest in AMF, AIF LLC may be deemed to beneficially own the 2,404,316 Shares of the Company’s Common Stock beneficially owned by AMF.
| (b) | Percent of Class: |
3.8%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
2,404,316
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
2,404,316
| (iv) | Shared power to dispose or to direct disposition of: |
None
Page 30 of 47 Pages
AIF LTD
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 30.82% of the equity interest in AMF, AIF LTD may be deemed to beneficially own the 2,404,316 Shares of the Company’s Common Stock beneficially owned by AMF.
| (b) | Percent of Class: |
3.8%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
2,404,316
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
2,404,316
| (iv) | Shared power to dispose or to direct disposition of: |
None
AIF2 LLC
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 6.24% of the equity interest in AMF, AIF2 LLC may be deemed to beneficially own the 2,404,316 Shares of the Company’s Common Stock beneficially owned by AMF.
| (b) | Percent of Class: |
3.8%
Page 31 of 47 Pages
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
2,404,316
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
2,404,316
| (iv) | Shared power to dispose or to direct disposition of: |
None
AIF2 LTD
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 4.62% of the equity interest in AMF, AIF2 LTD may be deemed to beneficially own the 2,404,316 Shares of the Company’s Common Stock beneficially owned by AMF.
| (b) | Percent of Class: |
3.8%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
2,404,316
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
2,404,316
Page 32 of 47 Pages
| (iv) | Shared power to dispose or to direct disposition of: |
None
AGJ
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 7.95% of the equity interest in AMF, AGJ may be deemed to beneficially own the 2,404,316 Shares of the Company’s Common Stock beneficially owned by AMF.
| (b) | Percent of Class: |
3.8%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
2,404,316
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
2,404,316
| (iv) | Shared power to dispose or to direct disposition of: |
None
ATLAS LEVERAGED MASTER FUND
| (a) | Amount Beneficially Owned: |
454,983
| (b) | Percent of Class: |
.73%
Page 33 of 47 Pages
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
454,983
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
454,983
| (iv) | Shared power to dispose or to direct disposition of: |
None
ALF LP
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 40.55% of the equity interest in ATLAS LEVERAGED MASTER FUND, ALF LP may be deemed to beneficially own the 454,983 Shares of the Company’s Common Stock beneficially owned by ATLAS LEVERAGED MASTER FUND.
| (b) | Percent of Class: |
.73%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
454,983
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
454,983
Page 34 of 47 Pages
| (iv) | Shared power to dispose or to direct disposition of: |
None
ALF LTD.
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 59.41% of the equity interest in ATLAS LEVERAGED MASTER FUND, ALF LP may be deemed to beneficially own the 454,983 Shares of the Company’s Common Stock beneficially owned by ATLAS LEVERAGED MASTER FUND.
| (b) | Percent of Class: |
.73%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
454,983
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
454,983
| (iv) | Shared power to dispose or to direct disposition of: |
None
AFT MASTER
| (a) | Amount Beneficially Owned: |
16,538
| (b) | Percent of Class: |
.03%
Page 35 of 47 Pages
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
16,538
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
16,538
| (iv) | Shared power to dispose or to direct disposition of: |
None
AFT LP
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 19.69% of the equity interest in AFT MASTER, AFT LP may be deemed to beneficially own the 16,538 Shares of the Company’s Common Stock beneficially owned by AFT MASTER.
| (b) | Percent of Class: |
.03%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
16,538
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
16,538
Page 36 of 47 Pages
| (iv) | Shared power to dispose or to direct disposition of: |
None
AFT LTD
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 80.01% of the equity interest in AFT MASTER, AFT LTD may be deemed to beneficially own the 16,538 Shares of the Company’s Common Stock beneficially owned by AFT MASTER.
| (b) | Percent of Class: |
.03%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
16,538
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
16,538
| (iv) | Shared power to dispose or to direct disposition of: |
None
AFTL MASTER
| (a) | Amount Beneficially Owned: |
30,680
| (b) | Percent of Class: |
.05%
Page 37 of 47 Pages
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
30,680
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
30,680
| (iv) | Shared power to dispose or to direct disposition of: |
None
AFTL LP
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of the equity interest in AFTL MASTER, AFTL LP may be deemed to beneficially own the 30,680 Shares of the Company’s Common Stock beneficially owned by AFTL MASTER.
| (b) | Percent of Class: |
.05%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
30,680
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
30,680
Page 38 of 47 Pages
| (iv) | Shared power to dispose or to direct disposition of: |
None
BCF
| (a) | Amount Beneficially Owned: |
36,377
| (b) | Percent of Class: |
.06%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
36,377
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
36,377
| (iv) | Shared power to dispose or to direct disposition of: |
None
BDI MASTER
| (a) | Amount Beneficially Owned: |
108,901
| (b) | Percent of Class: |
.17%
Page 39 of 47 Pages
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
108,901
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
108,901
| (iv) | Shared power to dispose or to direct disposition of: |
None
BDI LP
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 35.15% of the equity interest in BDI MASTER, BDI LP may be deemed to beneficially own the Shares of the Company’s Common Stock beneficially owned by BDI MASTER.
| (b) | Percent of Class: |
.17%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
108,901
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
108,901
Page 40 of 47 Pages
| (iv) | Shared power to dispose or to direct disposition of: |
None
BDI LTD
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 64.80% of the equity interest in BDI MASTER, BDI LTD may be deemed to beneficially own the 108,901 Shares of the Company’s Common Stock beneficially owned by BDI MASTER.
| (b) | Percent of Class: |
.17%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
108,901
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
108,901
| (iv) | Shared power to dispose or to direct disposition of: |
None
LYXOR
| (a) | Amount Beneficially Owned: |
300,868
| (b) | Percent of Class: |
.48%
Page 41 of 47 Pages
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
300,868
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
300,868
| (iv) | Shared power to dispose or to direct disposition of: |
None
BAM
| (a) | Amount Beneficially Owned: |
By virtue of its position as investment manager to each of AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, ATLAS LEVERAGED MASTER FUND, ALF LP, ALF LTD, AFT MASTER, AFT LP, AFT LTD, AFTL MASTER, AFTL LP, BCF, BDI MASTER, BDI LP, BDI LTD and LYXOR., BAM may be deemed to beneficially own the 3,352,663 Shares of the Company’s Common Stock beneficially owned by AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, ATLAS LEVERAGED MASTER FUND, ALF LP, ALF LTD, AFT MASTER, AFT LP, AFT LTD, AFTL MASTER, AFTL LP, BCF, BDI MASTER, BDI LP, BDI LTD and LYXOR.
3,352,663
| (b) | Percent of Class: |
5.36%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
3,352,663
Page 42 of 47 Pages
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
3,352,663
| (iv) | Shared power to dispose or to direct disposition of: |
None
Dmitry Balyasny
| (a) | Amount Beneficially Owned: |
By virtue of his position as the sole managing member of the general partner of BAM, Mr. Balyasny may be deemed to beneficially own the 3,352,663 Shares of the Company’s Common Stock beneficially owned by BAM.
3,352,663
| (b) | Percent of Class: |
5.36%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
3,352,663
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
3,352,663
| (iv) | Shared power to dispose or to direct disposition of: |
None
Page 43 of 47 Pages
| Item 5 | Ownership of Five Percent or Less of a Class: |
Applicable
| Item 6 | Ownership of More than Five 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: |
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.
Page 44 of 47 Pages
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.
Date: November 15, 2012.
| ATLAS MASTER FUND, LTD. | ATLAS GLOBAL, LLC | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder Authorized Signatory |
Scott Schroeder Authorized Signatory | |||||||
| ATLAS GLOBAL INVESTMENTS, LTD. | ATLAS INSTITUTIONAL FUND, LLC | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder Authorized Signatory |
Scott Schroeder Authorized Signatory | |||||||
| ATLAS INSTITUTIONAL FUND, LTD. | ATLAS INSTITUTIONAL FUND II, LLC | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder Authorized Signatory |
Scott Schroeder Authorized Signatory | |||||||
| ATLAS INSTITUTIONAL FUND II, LTD. | ATLAS GLOBAL JAPAN UNIT TRUST | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder Authorized Signatory |
Scott Schroeder Authorized Representative | |||||||
Page 45 of 47 Pages
| ATLAS LEVERAGED MASTER FUND, LTD. | ATLAS LEVERAGED FUND, L.P. | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder Authorized Signatory |
Scott Schroeder Authorized Signatory | |||||||
| ATLAS LEVERAGED FUND, LTD. | ATLAS FUNDAMENTAL TRADING MASTER FUND LTD. | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder Authorized Signatory |
Scott Schroeder Authorized Signatory | |||||||
| ATLAS FUNDAMENTAL TRADING FUND, L.P. | ATLAS FUNDAMENTAL TRADING FUND, LTD. | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder Authorized Signatory |
Scott Schroeder Authorized Signatory | |||||||
| AFT LEVERAGED MASTER FUND, LTD. | ATLAS FUNDAMENTAL TRADING LEVERAGED FUND, L.P. | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder Authorized Signatory |
Scott Schroeder Authorized Signatory | |||||||
| BALAMAT CAYMAN FUND LIMITED | BALYASNY DEDICATED INVESTOR MASTER FUND, LTD. | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder Authorized Representative |
Scott Schroeder Authorized Signatory | |||||||
Page 46 of 47 Pages
| BALYASNY DEDICATED INVESTOR ONSHORE FUND, L.P. | BALYASNY DEDICATED INVESTOR OFFSHORE FUND, LTD. | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder Authorized Signatory |
Scott Schroeder Authorized Signatory | |||||||
| LYXOR/BALYASNY ATLAS ENHANCED FUND LIMITED | BALYASNY ASSET MANAGEMENT L.P. | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder Authorized Representative |
Scott Schroeder Authorized Signatory | |||||||
| DMITRY BALYASNY | ||||||||
| By: | /s/ Scott Schroeder |
|||||||
| Scott Schroeder Authorized Representative |
||||||||
Page 47 of 47 Pages