sc13gza

0000950123-10-012095.txt : 20100212 0000950123-10-012095.hdr.sgml : 20100212 20100212134040 ACCESSION NUMBER: 0000950123-10-012095 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100212 DATE AS OF CHANGE: 20100212 GROUP MEMBERS: FIR TREE VALUE MASTER FUND L P SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN LIBERTY BANCORP CENTRAL INDEX KEY: 0001406251 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 260469120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83392 FILM NUMBER: 10597328 BUSINESS ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.445.7800 MAIL ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Global Consumer Acquisition Corp. DATE OF NAME CHANGE: 20070710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE INC CENTRAL INDEX KEY: 0001056491 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123983500 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 c95608sc13gza.htm SC 13G/A sc13gza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Western Liberty Bancorp

(Name of Issuer)

Common Stock, $0.0001 Par Value Per Share

(Title of Class of Securities)

961443108

(CUSIP Number)

December 31, 2009

(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 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).


CUSIP No.		961443108


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


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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			200,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			200,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	200,000

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

	o

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

	1.8%

12	TYPE OF REPORTING PERSON

	PN


CUSIP No.		961443108


1	NAMES OF REPORTING PERSONS Fir Tree, Inc.


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

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	New York

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			200,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			200,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	200,000

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

	o

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

	1.8%

12	TYPE OF REPORTING PERSON

	CO

SCHEDULE 13G

This Amendment No. 2 to Schedule 13G (this “Amendment”) is being filed on behalf of Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership (“Value Fund”), and Fir Tree, Inc., a New York corporation (“Fir Tree,” and, together with Value Fund, the “Reporting Persons”), relating to Common Stock, $0.0001 Par Value Per Share (the “Common Stock”), of Western Liberty Bancorp, a Delaware corporation (the “Issuer”), purchased by Value Fund. Fir Tree is the investment manager of Value Fund.

In addition to updating the holdings of the Reporting Persons to report that they have ceased to be the beneficial owners of more than five percent of the Common Stock, this Amendment is being filed to report that Fir Tree SPAC Holdings 1, LLC, a Delaware limited liability company, and Fir Tree SPAC Holdings 2, LLC, a Delaware limited liability company, no longer own shares of Common Stock and consequently, cease to be Reporting Persons.


Item 1(a)		Name of Issuer.

Western Liberty Bancorp (formerly Global Consumer Acquisition Corp.)


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

1370 Avenue of the Americas, 28^th Floor
New York, New York 10019


Item 2(a)		Name of Person Filing.


Item 2(b)		Address of Principal Business Office.


Item 2(c)		Place of Organization.

Fir Tree Value Master Fund, L.P.
c/o Admiral Administration Ltd.
Admiral Financial Center, 5th Floor
90 Fort Street, Box 32021 SMB
Grand Cayman, Cayman Islands
A Cayman Islands exempted limited partnership

Fir Tree, Inc.
505 Fifth Avenue
23^rd Floor
New York, New York 10017
A New York corporation

Fir Tree is the investment manager of Value Fund and has been granted investment discretion over portfolio investments, including the shares of Common Stock, held by Value Fund.


Item 2(d)		Title of Class of Securities.

Common Stock, $0.0001 Par Value Per Share (the “Common Stock”)


Item 2(e)		CUSIP Number.

961443108


Item 3		Reporting Person.

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


Item 4		Ownership.

	(a)		Value Fund is the beneficial owner of 200,000 shares of Common Stock (consisting of warrants exercisable to purchase 200,000 shares of Common Stock). Fir Tree may be deemed to beneficially own the shares of Common Stock held by Value Fund as a result of being the investment manager of Value Fund.

	(b)		The Reporting Persons beneficially own 200,000 shares of Common Stock, which represents 1.8% of the shares of Common Stock issued and outstanding. This percentage is determined by dividing the number of warrants exercisable to purchase shares of Common Stock beneficially held by the Reporting Persons by the sum of (i) 10,959,169, the number of shares of Common Stock issued and outstanding, and (ii) 200,000, the number of warrants exercisable to purchase Common Stock beneficially held by Reporting Persons.

	(c)		Value Fund has the shared power to direct the vote and disposition of 200,000 shares of Common Stock. Fir Tree has been granted investment discretion over the shares of Common Stock held by Value Fund, and thus, has the shared power to direct the vote and disposition of 200,000 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 Reporting Persons have ceased to be the beneficial owners 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: February 12, 2010


FIR TREE VALUE MASTER FUND, L.P.

By:	FIR TREE, INC., its Manager

	By:	/s/ Jeffrey Tannenbaum Name: Jeffrey Tannenbaum
		Title: President

FIR TREE, INC.

By:	/s/ Jeffrey Tannenbaum

	Name: Jeffrey Tannenbaum
	Title: President

EX-99.1 2 c95608exv99w1.htm EX-99.1 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, $0.0001 Par Value Per Share, of Western Liberty Bancorp, 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 February 12, 2010.


FIR TREE VALUE MASTER FUND, L.P.

By:	FIR TREE, INC., its Manager

	By:	/s/ Jeffrey Tannenbaum Name: Jeffrey Tannenbaum
		Title: President

FIR TREE, INC.

By:	/s/ Jeffrey Tannenbaum

	Name: Jeffrey Tannenbaum
	Title: President