UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Amaya Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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02314M108
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(CUSIP Number)
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December 31, 2015
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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*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).
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CUSIP No. 02314M108
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SCHEDULE 13G |
Page 2 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SteelMill Master Fund LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(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
7,455,714
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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
7,455,714
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,455,714
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.62%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 02314M108
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SCHEDULE 13G |
Page 3 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PointState Capital LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(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
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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
11,012,551
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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
11,012,551
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,012,551
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.29%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 02314M108
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SCHEDULE 13G |
Page 4 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zachary J. Schreiber
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(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
United States
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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
11,012,551
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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
11,012,551
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,012,551
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.29%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 02314M108
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SCHEDULE 13G |
Page 5 of 8
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Item 1(a)
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Name of Issuer:
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The name of the issuer is Amaya Inc. (the “Company”).
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Item 1(b)
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Address of Issuer’s principal executive offices:
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The Company’s principal executive offices are located at 7600 Trans Canada Hwy., Pointe-Claire, Quebec, Canada H9R 1C8.
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Item 2(a)
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Name of person filing:
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This statement is filed by:
(i) SteelMill Master Fund, LP, a Cayman Islands exempted limited partnership (“SteelMill”);
(ii) PointState Capital LP, a Delaware limited partnership (“PointState”), which serves as the investment manager to SteelMill, PointState Fund LP, a Delaware limited partnership (“PointState Fund”), and Conflux Fund LP, a Delaware limited partnership (“Conflux”); and
(iii) Zachary J. Schreiber (“Mr. Schreiber”), who serves as managing member of PointState Capital GP LLC, a Delaware limited liability company (“PointState GP”), which in turn serves as the general partner of PointState, and who serves as managing member of PointState Holdings LLC, the general partner of SteelMill and PointState Fund, and of Conflux Holdings LLC (“Conflux GP”), the general partner of Conflux (together with SteelMill and PointState Fund, the “Funds”);
SteelMill, PointState and Mr. Schreiber 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.
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Item 2(b)
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Address or principal business office:
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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.
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Item 2(c)
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Citizenship:
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SteelMill is organized under the laws of the Cayman Islands. PointState is organized under the laws of the State of Delaware. Mr. Schreiber is a citizen of the United States of America.
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Item 2(d)
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Title of class of securities:
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Common Stock (the “Common Stock”)
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Item 2(e)
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CUSIP No.:
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02314M108
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CUSIP No. 02314M108
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SCHEDULE 13G |
Page 6 of 8
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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 association 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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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If this statement is filed pursuant to Rule 13d-1(c), check this box: ☒
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Item 4
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Ownership
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The percentages used herein and in the rest of this Schedule 13G reflect ownership of the Reporting Persons as of the most recent practicable date prior to this filing and are calculated based upon a total of 132,782,033 shares of Common Stock issued and outstanding as of September 30, 2015, as reported on the Company’s Interim Condensed Consolidated Financial Statements, filed as Exhibit 99.2 to the Company’s Report of Foreign Issuer on Form 6-K/A (File No. 001-37403), filed with the Securities and Exchange Commission by the Company on November 10, 2015.
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A.
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SteelMill
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(a)
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Amount beneficially owned: 7,455,714
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(b)
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Percent of class: 5.62%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: -0-
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(ii)
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Shared power to vote or to direct the vote: 7,455,714
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(iii)
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Sole power to dispose or to direct the disposition of: -0-
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(iv)
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Shared power to dispose or to direct the disposition of: 7,455,714
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B.
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PointState
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(a)
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Amount beneficially owned: 11,012,551
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(b)
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Percent of class: 8.29%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: -0-
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(ii)
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Shared power to vote or to direct the vote: 11,012,551
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(iii)
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Sole power to dispose or to direct the disposition of: -0-
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(iv)
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Shared power to dispose or to direct the disposition of: 11,012,551
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C.
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Mr. Schreiber
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(a)
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Amount beneficially owned: 11,012,551
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(b)
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Percent of class: 8.29%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: -0-
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(ii)
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Shared power to vote or to direct the vote: 11,012,551
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(iii)
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Sole power to dispose or to direct the disposition of: -0-
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(iv)
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Shared power to dispose or to direct the disposition of: 11,012,551
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PointState, which serves as the investment manager to the Funds, and Mr. Schreiber, as managing member of PointState GP, PointState Holdings LLC and Conflux Holdings LLC, 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.
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CUSIP No. 02314M108
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SCHEDULE 13G |
Page 7 of 8
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Item 5
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Ownership of Five Percent or Less of a Class.
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Not Applicable
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person.
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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
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Item 8
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Identification and Classification of Members of the Group.
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See Item 2.
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Item 9
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Notice of Dissolution of Group.
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Not Applicable
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Item 10
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Certifications.
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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, other than activities solely in connection with a nomination under §240.14a-11.
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CUSIP No. 02314M108
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SCHEDULE 13G |
Page 8 of 8
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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: February 16,
2016
ZACHARY J. SCHREIBER, individually; as managing member of PointState GP, as general partner of PointState; as managing member of PointState Holdings LLC, as general partner of SteelMill and PointState Fund; and as managing member of Conflux Holdings LLC, as general partner of Conflux.
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By:
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/s/ Zachary J. Schreiber | |
| Name: | Zachary J. Schreiber | ||
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:
February 16, 2016
ZACHARY J. SCHREIBER, individually; as managing member of PointState GP, as general partner of PointState; as managing member of PointState Holdings LLC, as general partner of SteelMill and PointState Fund; and as managing member of Conflux Holdings LLC, as general partner of Conflux.
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By:
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/s/ Zachary J. Schreiber | |
| Name: | Zachary J. Schreiber | ||