UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ChinaCast Education Corporation |
(Name of issuer)
Common Stock, par value $0.0001 |
(Title of class of securities)
16946T109 |
(CUSIP number)
Brian Meyer Fir Tree Inc. 505 Fifth Avenue 23rd Floor New York, New York 10017 Tel. No.: (212) 599-0090 |
(Name, address and telephone number of person authorized to receive notices and communications)
with a copy to Jeffrey C. Cohen Linklaters LLP 1345 Avenue of the Americas New York, NY 10105
January 9, 2011 |
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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).
SCHEDULE 13D
CUSIP No. 16946T109 | Page 2 of 6 Pages |
(1) |
Names of reporting persons
Fir Tree Inc. | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
WC | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
New York | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
0 | ||||
(8) | Shared voting power
6,452,423 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
6,452,423 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
6,452,423 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
13.2% | |||||
(14) |
Type of reporting person (see instructions)
CO |
SCHEDULE 13D
CUSIP No. 16946T109 |
Page 3 of 6 Pages |
(1) |
Names of reporting persons
Fir Tree Value Master Fund, L.P. | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
WC | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
0 | ||||
(8) | Shared voting power
5,422,241 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
5,422,241 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
5,422,241 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
11.1% | |||||
(14) |
Type of reporting person (see instructions)
PN |
SCHEDULE 13D
CUSIP No. 16946T109 | Page 4 of 6 Pages |
(1) |
Names of reporting persons
Fir Tree Capital Opportunity Master Fund, L.P. | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
WC | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
0 | ||||
(8) | Shared voting power
1,030,182 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
1,030,182 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
1,030,182 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
2.1% | |||||
(14) |
Type of reporting person (see instructions)
PN |
Note to Schedule 13D:
This Schedule 13D is being filed by Fir Tree Inc. (Fir Tree) on behalf of Fir Tree Value Master Fund, L.P. (Fir Tree Value) and Fir Tree Capital Opportunity Master Fund, L.P. (Fir Tree Capital) (Fir Tree, Fir Tree Value and Fir Tree Capital are collectively referred to hereinafter as the Reporting Persons). Fir Tree is the investment manager to Fir Tree Value and Fir Tree Capital, and has the authority to cause them to purchase securities issued by ChinaCast Education Corporation (the Issuer) and to exercise any and all voting right associated with such securities.
The filing of this statement on Schedule 13D shall not be construed as an admission that Fir Tree, Fir Tree Value or Fir Tree Capital is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 6,452,423 shares of Common Stock owned by Fir Tree Value and Fir Tree Capital. Pursuant to Rule 13d-4, Fir Tree, Fir Tree Value and Fir Tree Capital disclaim all such beneficial ownership.
SCHEDULE 13D
CUSIP No. 16946T109 | Page 5 of 6 Pages |
This Amendment No. 2 to Schedule 13D (Amendment No. 2) is being filed by Fir Tree Inc. (Fir Tree) on behalf of Fir Tree Value Master Fund, L.P. (Fir Tree Value) and Fir Tree Capital Opportunity Master Fund, L.P. (Fir Tree Capital) (Fir Tree, Fir Tree Value and Fir Tree Capital are collectively referred to hereinafter as the Reporting Persons). Fir Tree is the investment manager to Fir Tree Value and Fir Tree Capital, and has the authority to cause them to purchase securities issued by ChinaCast Education Corporation (the Company) and to exercise any and all voting right associated with such securities. Amendment No. 2 amends and supplements the Schedule 13D filed by the Reporting Persons with respect to the common stock of the Company on December 2, 2011, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on December 14, 2011.
Item 4. Purpose of the Transaction.
Item 4 is hereby supplemented as follows:
On January 9, 2012, Fir Tree issued a press release in response to Ned Sherwoods press release dated January 9, 2012. A copy of this press release is attached as Exhibit 1 to this Amendment No. 2.
Exhibit 1 Press release issued by Fir Tree, dated January 9, 2012.
SCHEDULE 13D
CUSIP No. 16946T109 | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 9, 2012 | FIR TREE INC. | |||||
By: | /s/ James Walker | |||||
Name: James Walker | ||||||
Title: Managing Director | ||||||
FIR TREE VALUE MASTER FUND, L.P. | ||||||
By: | FIR TREE INC., its Manager | |||||
By: | /s/ James Walker | |||||
Name: James Walker | ||||||
Title: Managing Director | ||||||
FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P. | ||||||
By: | FIR TREE INC., its Manager | |||||
By: | /s/ James Walker | |||||
Name: James Walker | ||||||
Title: Managing Director |
Exhibit 1
Fir Tree Partners
FIR TREE PARTNERS COMMENTS ON SHERWOOD ANNOUNCEMENT RELATED TO
CHINACAST EDUCATION CORPORATION
NEW YORK (January 9, 2012) Fir Tree Partners, a major shareholder of ChinaCast Education Corporation (Nasdaq GS: CAST, the Company), today issued the following statement in response to a press release issued by Ned Sherwood, dated January 9, 2012, which asserted that if Mr. Sherwood is elected to the Companys Board of Directors, he will not serve as Fir Trees designee to the Board of Directors:
Fir Tree Partners believes the announcement by Ned Sherwood removes any question that in the event Mr. Sherwood is elected to the Board, Fir Tree would have the right under our agreement with the Company to designate a director other than Mr. Sherwood, and that the Company would have the obligation to cause our designee to be elected or appointed to the Board. When Fir Tree originally put forth Mr. Sherwood as our designee to the Board, we believed that his presence on the Board would be highly beneficial and would add an important voice to the Company. We continue to believe that is the case, and we respect his decision to run for election to the Companys Board on his own and not as Fir Trees designee.
Pursuant to the Letter Agreement, dated June 27, 2008, between the Company, Fir Tree Value Mast Fund, L.P. and Fir Tree Capital Opportunity Master Fund, L.P. (together with Fir Tree Inc., Fir Tree), Fir Tree has the right to designate one (or more if the size of the Board of Directors of the Company is increased to eight or more members) individual to be elected or appointed to the Companys Board of Directors, subject to the terms set forth in such Letter Agreement.
About Fir Tree Partners
Fir Tree Partners, founded in 1994 and located in New York, NY (HQ) and Miami, FL, is a private investment firm, which manages approximately $7 billion of assets on behalf of leading endowments, foundations, public and private pension funds and other institutional and private investors. Fir Tree invests worldwide in public and private companies and real estate across a wide variety of sectors and securities.
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For More Information Contact:
Scott Tagliarino or Katrina Allen
ASC Advisors LLC
(203) 992-1230