Schedule 13G

0000950123-10-109333.txt : 20101129 0000950123-10-109333.hdr.sgml : 20101129 20101129161753 ACCESSION NUMBER: 0000950123-10-109333 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101129 DATE AS OF CHANGE: 20101129 GROUP MEMBERS: FIR TREE VALUE MASTER FUND, L.P. GROUP MEMBERS: FIR TREE, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JWC Acquisition Corp. CENTRAL INDEX KEY: 0001498157 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 273092187 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85766 FILM NUMBER: 101219107 BUSINESS ADDRESS: STREET 1: 111 HUNTINGTON AVENUE STREET 2: SUITE 2900 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-753-1100 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AVENUE STREET 2: SUITE 2900 CITY: BOSTON STATE: MA ZIP: 02199 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE INC CENTRAL INDEX KEY: 0001056491 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G 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 1 c09046sc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

JWC Acquisition Corp.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

46634Y201

(CUSIP Number)

November 17, 2010

(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.		46634Y201


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) 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			1,000,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			1,000,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,000,000

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)

	6.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

**SEE ITEM 4(b).

Page 2 of 8


CUSIP No.		46634Y201


1	NAMES OF REPORTING PERSONS Fir Tree, Inc.


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

	New York

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,000,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			1,000,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,000,000

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)

	6.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

**SEE ITEM 4(b).

Page 3 of 8

SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) relates to shares of common stock, $0.0001 par value (the “Common Stock”), of JWC Acquisition Corp., a Delaware corporation (the “Issuer”), and is being filed on behalf of Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Value”), and Fir Tree, Inc., a New York corporation (“Fir Tree”). Fir Tree Value and Fir Tree are collectively referred to herein as the “Reporting Persons.”


Item 1(a)		Name of Issuer.

JWC Acquisition Corp.


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

111 Huntington Avenue
Suite 2900
Boston, Massachusetts 02199


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
23rd Floor
New York, New York 10017
A New York corporation

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


Item 2(d)		Title of Class of Securities.

Common Stock, $0.0001 par value (the “Common Stock”).


Item 2(e)		CUSIP Number.

46634Y201


Item 3		Reporting Person.

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


Item 4		Ownership.

	(a)		Fir Tree Value is the beneficial owner of 1,000,000 shares of Common Stock. Fir Tree may be deemed to beneficially own the shares of Common Stock held by Fir Tree Value as a result of being the investment manager of Fir Tree Value.

	(b)		The Reporting Persons beneficially own 1,000,000 shares of Common Stock, which represents approximately 6.9 % of the Common Stock outstanding. This percentage is determined by dividing the number of shares of Common Stock beneficially held by the Reporting Persons, by 14,534,884, the number of Shares issued and outstanding as of November 17, 2010, as reported in the Form 424B1 filed by the Issuer with the Securities and Exchange Commission on November 18, 2010.

	(c)		Fir Tree Value may direct the vote and disposition of 1,000,000 shares of Common Stock. Fir Tree has been granted investment discretion over the Common Stock held by Fir Tree Value, and thus, has the shared power to direct the vote and disposition of 1,000,000 shares of Common Stock.


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

Inapplicable.


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 each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were 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.


Exhibits		Exhibit 1

Joint Filing Agreement by and among the Reporting Persons.

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 29, 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 c09046exv99w1.htm EXHIBIT 1 Exhibit 1

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 of JWC 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 November 29, 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