UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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 persons 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).
ISIN |
VGC119621263 |
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 | 475,580 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
475,580 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
475,580 | |||||
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) | ||||
4.7% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
2
ISIN |
VGC119621263 |
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) 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 | 84,420 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
84,420 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
84,420 | |||||
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) | ||||
0.8% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
3
ISIN |
VGC119621263 |
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 | 560,000 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
560,000 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
560,000 | |||||
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) | ||||
5.6% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
4
Item 1(a) | Name of Issuer. |
Blue Wolf Mongolia Holdings Corp. |
Item 1(b) | Address of Issuers Principal Executive Offices. |
Two Sound View Drive Greenwich, Connecticut 06830 |
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 Capital Opportunity 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 |
5
Item 2(d) | Title of Class of Securities. |
Ordinary Shares, no par value per share (the Ordinary Shares). |
Item 2(e) | ISIN. |
VGC119621263 |
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 475,580 Ordinary
Shares. Fir Tree Capital is the beneficial owner of 84,420 Ordinary Shares.
Fir Tree may be deemed to beneficially own the Ordinary Shares held by Fir Tree
Value and Fir Tree Capital as a result of being the investment manager of each
of Fir Tree Value and Fir Tree Capital. |
||
(b) | Fir Tree Value beneficially owns 475,580 Ordinary Shares,
which represents approximately 4.7% of the Ordinary Shares outstanding. Fir
Tree Capital beneficially owns 84,420 Ordinary Shares, which represents
approximately 0.8% of the Ordinary Shares. Collectively, the Reporting
Persons beneficially own 560,000 Ordinary Shares, which represents
approximately 5.6% of the Ordinary Shares outstanding. These percentages are
determined by dividing the number of Ordinary Shares beneficially held by each
of the Reporting Persons, by 10,062,500, the number of Ordinary Shares issued
and outstanding as of July 14, 2011, as calculated from the 424B4 Prospectus
filed by the Issuer with the Securities and Exchange Commission on July 15,
2011 and the 8-K filed by the Issuer with the Securities and Exchange
Commission on July 20, 2011. |
||
(c) | Fir Tree Value may direct the vote and disposition of 475,580
Ordinary Shares. Fir Tree Capital may direct the vote and disposition of
84,420 Ordinary Shares. Fir Tree has been granted investment discretion over
the Ordinary Shares held by Fir Tree Value and Fir Tree Capital, and thus, has
the shared power to direct the vote and disposition of 560,000 Ordinary Shares. |
Item 5 | Ownership of Five Percent or Less of a Class. |
Inapplicable. |
6
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. |
7
FIR TREE VALUE MASTER FUND, L.P. |
|||||
By: | FIR TREE, INC., its Manager | ||||
By: | /s/ Jeffrey Tannenbaum | ||||
Name: | Jeffrey Tannenbaum | ||||
Title: | President | ||||
FIR TREE CAPITAL OPPORTUNITY 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 |
8
FIR TREE VALUE MASTER FUND, L.P. |
||||
By: | FIR TREE, INC., its Manager | |||
By: | /s/ Jeffrey Tannenbaum | |||
Name: | Jeffrey Tannenbaum | |||
Title: | President | |||
FIR TREE CAPITAL OPPORTUNITY 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 | |||
9