0001193125-12-416763.txt : 20121005 0001193125-12-416763.hdr.sgml : 20121005 20121005160559 ACCESSION NUMBER: 0001193125-12-416763 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20121005 DATE AS OF CHANGE: 20121005 GROUP MEMBERS: FIR TREE VALUE MASTER FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RLJ Acquisition, Inc. CENTRAL INDEX KEY: 0001506744 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 273970903 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86097 FILM NUMBER: 121132475 BUSINESS ADDRESS: STREET 1: 3 BETHESDA METRO CENTER STREET 2: SUITE 1100 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: (301) 280-7737 MAIL ADDRESS: STREET 1: 3 BETHESDA METRO CENTER STREET 2: SUITE 1100 CITY: BETHESDA STATE: MD ZIP: 20814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE INC. CENTRAL INDEX KEY: 0001056491 IRS NUMBER: 133745261 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 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 FORMER COMPANY: FORMER CONFORMED NAME: FIR TREE INC DATE OF NAME CHANGE: 19990510 SC 13G/A 1 d421456dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G/A

(Amendment No. 1)

 

 

(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)

 

 

 

RLJ Acquisition, Inc.

(Name of Issuer)

 

 

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

74965B202

(CUSIP Number)

 

October 3, 2012

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

 


CUSIP No. 74965B202   13G/A    

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Fir Tree Value Master Fund, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

     5    

SOLE VOTING POWER

 

0

     6   

SHARED VOTING POWER

 

0

     7   

SOLE DISPOSITIVE POWER

 

0

     8   

SHARED DISPOSITIVE POWER

 

0

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.0%

12

 

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

2


CUSIP No. 74965B202   13G/A    

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Fir Tree, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

     5    

SOLE VOTING POWER

 

0

     6   

SHARED VOTING POWER

 

0

     7   

SOLE DISPOSITIVE POWER

 

0

     8   

SHARED DISPOSITIVE POWER

 

0

  9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.0%

12

 

TYPE OF REPORTING PERSON*

 

CO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

3


SCHEDULE 13G/A

This Amendment No. 1 (this “Amendment”) to the Schedule 13G 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”), relating to Common Stock, par value $0.001 per share (the “Common Stock”), issued by RLJ Acquisition, Inc., a Nevada corporation (the “Issuer”), purchased by Fir Tree Value. Fir Tree is the investment manager of Fir Tree Value. Fir Tree Value and Fir Tree are collectively referred to herein as the “Reporting Persons.”

This Amendment is being filed to report that the Reporting Persons no longer beneficially own the Issuer’s Common Stock.

 

Item 1(a) Name of Issuer.

RLJ Acquisition, Inc.

 

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

3 Bethesda Metro Center, Suite 1000

Bethesda, Maryland 20814

 

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 Citco Fund Services (Cayman Islands) Limited

89 Nexus Way, Camana Bay

Box 31106

Grand Cayman KY1-1205, 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, par value $0.001 per share (the “Common Stock”)

 

4


Item 2(e) CUSIP Number.

74965B202

 

Item 3 Reporting Person.

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

 

Item 4 Ownership.

The Reporting Persons own 0 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  x.

 

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.

 

5


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: October 5, 2012

 

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 INC.
By:  

/s/ James Walker

Name:   James Walker
Title:   Managing Director

 

6

EX-1 2 d421456dex1.htm EX-1 EX-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, par value $0.001 per share, of RLJ Acquisition, Inc., a Nevada 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 October 5, 2012.

 

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 INC.
By:  

/s/ James Walker

Name:   James Walker
Title:   Managing Director

 

1