sc13gza

0000950134-06-016643.txt : 20060822 0000950134-06-016643.hdr.sgml : 20060822 20060822163941 ACCESSION NUMBER: 0000950134-06-016643 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060822 DATE AS OF CHANGE: 20060822 GROUP MEMBERS: FIR TREE RECOVETY MASTER FUND LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL SERVICES PARTNERS ACQUISITION CORP. CENTRAL INDEX KEY: 0001336262 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 203290391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81770 FILM NUMBER: 061049081 BUSINESS ADDRESS: STREET 1: 3130 FAIRVIEW PARK DRIVE STREET 2: SUITE 500 CITY: FALLS CHURCH STATE: VA ZIP: 22042 BUSINESS PHONE: 703-373-3143 MAIL ADDRESS: STREET 1: 3130 FAIRVIEW PARK DRIVE STREET 2: SUITE 500 CITY: FALLS CHURCH STATE: VA ZIP: 22042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sapling, LLC CENTRAL INDEX KEY: 0001299959 IRS NUMBER: 201337773 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 535 FIFTH AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: (212)559-0090 MAIL ADDRESS: STREET 1: 535 FIFTH AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 SC 13G/A 1 d39127sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

GLOBAL SERVICES PARTNERS ACQUISITION CORP.

(Name of Issuer)

Class B Common Stock, par value $.0001 per share

(Title of Class of Securities)

37946Y401

(CUSIP Number)

April 20, 2006*

(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)

þ Rule 13d-1(c)

o Rule 13d-1(d)

*The original Schedule 13G was filed in error, as the issuer’s outstanding shares were higher than reported thus reducing the reporting person’s beneficial ownership percentage below 5%. This Amendment No. 1 to the Schedule 13G reflects the correct number of shares of Class B Common Stock issued and outstanding as of April 18, 2006.

* 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 in 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		37946Y401


1	NAMES OF REPORTING PERSONS: Sapling, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			198,352

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			198,352

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	198,352

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	3.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


CUSIP No.		37946Y401


1	NAMES OF REPORTING PERSONS: Fir Tree Recovery Master Fund, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Cayman Islands

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			81,648

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			81,648

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	81,648

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	1.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

SCHEDULE 13G/A

This Amendment No. 1 to the Schedule 13G (the “Schedule 13G”) is being filed on behalf of Sapling, LLC, a Delaware limited liability company (“Sapling”), and Fir Tree Recovery Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Recovery”), relating to shares of Class B common stock of Global Services Partners Acquisition Corp., a Delaware corporation (the “Issuer”), purchased by Sapling and Fir Tree Recovery. Fir Tree Value Master Fund, LP, a Cayman Islands exempted limited partnership (“Fir Tree Master”), is the sole member of Sapling and Fir Tree, Inc., a New York corporation (“Fir Tree”), is the investment manager of both Sapling and Fir Tree Recovery.

The Schedule 13G is hereby amended and restated in its entirety as follows:


Item 1(a)		Name of Issuer.

		Global Services Partners Acquisition Corp.

Item 1(b)		Address of Issuer’s Principal Executive Offices.

		3130 Fairview Park Drive, Suite 500 Falls Church, Virginia 22042

Item 2(a)		Name of Person Filing.

		Sapling, LLC (“Sapling”) and Fir Tree Recovery Master Fund, L.P. (“Fir Tree Recovery”)

Item 2(b)		Address of Principal Business Office.

		505 Fifth Avenue 23rd Floor New York, New York 10017

Item 2(c)		Place of Organization.

		Sapling is a Delaware limited liability company. Fir Tree Recovery is a Cayman Islands exempted limited partnership.

Item 2(d)		Title of Class of Securities.

		Class B Common Stock, par value $.0001 per share (the “Common Stock”).

Item 2(e)		CUSIP Number.

		37946Y401


Item 3		Reporting Person.

		The person filing is not listed in Items 3(a) through 3(j).

Item 4		Ownership.

	(a)		Sapling and Fir Tree Recovery are the beneficial owners of 280,000 shares of Common Stock.

	(b)		Sapling and Fir Tree Recovery are the beneficial owners of 4.7% of the outstanding shares of Common Stock. This percentage is determined by dividing the number of shares beneficially held by 5,980,000 the number of shares of Common Stock issued and outstanding as of April 18, 2006, as reported in the Issuer’s Prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on April 20, 2006.

	(c)		Sapling may direct the vote and disposition of the 198,352 shares of Common Stock. Fir Tree Recovery may direct the vote and disposition of 81,648 shares of Common Stock.


Item 5		Ownership of Five Percent or Less of a Class.

		If this statement is being filed to report the fact that as of the date hereof the person reporting has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ

Item 6		Ownership of More Than Five Percent on Behalf of Another Person.

		Inapplicable

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

		Inapplicable.

Item 8		Identification and Classification of Members of the Group.

		Inapplicable.

Item 9		Notice of Dissolution of Group.

		Inapplicable.

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.

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: August 21, 2006

SAPLING, LLC

By:

FIR TREE, INC., its Manager

By:

/s/ Jeffrey Tannenbaum

Name:

Jeffrey Tannenbaum

Title:

President

FIR TREE RECOVERY MASTER FUND, L.P.

By:

FIR TREE, INC., its Manager

By:

/s/ Jeffrey Tannenbaum

Name:

Jeffrey Tannenbaum

Title:

President

EX-99.1 2 d39127exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Global Services Partners Acquisition Corp., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of August 21, 2006.

SAPLING, LLC

By:

FIR TREE, INC., its Manager

By:

/s/ Jeffrey Tannenbaum

Name:

Jeffrey Tannenbaum

Title:

President

FIR TREE RECOVERY MASTER FUND, L.P.

By:

FIR TREE, INC., its Manager

By:

/s/ Jeffrey Tannenbaum

Name:

Jeffrey Tannenbaum

Title:

President