0001193125-12-349972.txt : 20120810 0001193125-12-349972.hdr.sgml : 20120810 20120810160553 ACCESSION NUMBER: 0001193125-12-349972 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120810 DATE AS OF CHANGE: 20120810 GROUP MEMBERS: FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P. GROUP MEMBERS: FIR TREE VALUE MASTER FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hyde Park Acquisition Corp. II CENTRAL INDEX KEY: 0001519817 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 275156956 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86948 FILM NUMBER: 121024669 BUSINESS ADDRESS: STREET 1: 500 FIFTH AVENUE STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10110 BUSINESS PHONE: 212-644-3450 MAIL ADDRESS: STREET 1: 500 FIFTH AVENUE STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10110 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 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 1 d394713dsc13g.htm ORIGINAL FILING ON SCHEDULE 13G ORIGINAL FILING ON SCHEDULE 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(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)

 

 

 

Hyde Park Acquisition Corp. II

(Name of Issuer)

 

 

 

Common Stock, par value $.0001 per share

(Title of Class of Securities)

 

448640102

(CUSIP No.)

 

August 2, 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 448640102   13G  

 

  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

 

604,400

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

604,400

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

604,400

10

  

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

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.0%

12

  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

2

CUSIP 448640102   13G  

 

  1   

NAME OF REPORTING PERSONS

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

 

Fir Tree Capital Opportunity 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

 

138,100

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

138,100

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

138,100

10

  

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

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.4%

12

  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

3

CUSIP 448640102   13G  

 

  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

 

742,500

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

742,500

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

742,500

10

  

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

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.4%

12

  

TYPE OF REPORTING PERSON*

 

CO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

4

SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Value”), Fir Tree Capital Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Capital”), and Fir Tree Inc., a New York corporation (“Fir Tree”), relating to Common Stock, par value $.0001 per share (the “Common Stock”), of Hyde Park Acquisition Corp. II, a Delaware corporation (the “Issuer”), purchased by Fir Tree Value and Fir Tree Capital. Fir Tree is the investment manager of each of Fir Tree Value and Fir Tree Capital. Fir Tree Value, Fir Tree Capital and Fir Tree are collectively referred to herein as the “Reporting Persons.”

 

Item 1(a) Name of Issuer.

 

     Hyde Park Acquisition Corp. II

 

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

 

     500 Fifth Avenue
    

50th Floor

     New York, NY 10110

 

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

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

 

Item 2(d) Title of Class of Securities.

 

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

 

Item 2(e) CUSIP.

 

     448640102

 

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 604,400 shares of Common Stock. Fir Tree Capital is the beneficial owner of 138,100 shares of Common Stock. Fir Tree may be deemed to beneficially own the shares of Common Stock 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 604,400 shares of Common Stock, which represents approximately 6.0% of the shares of Common Stock outstanding. Fir Tree Capital beneficially owns 138,100 shares of Common Stock, which represents approximately 1.4% of the shares of Common Stock outstanding. Collectively, the Reporting Persons beneficially own 742,500 shares of Common Stock, which represents approximately 7.4% of the shares of Common Stock outstanding. These percentages are determined by dividing the number of shares of Common Stock beneficially held by each of the Reporting Persons, by 10,068,750, the number of shares of Common Stock issued and outstanding as of August 1, 2012, as reported in the Issuer’s 424B4 Prospectus filed on August 2, 2012.

 

  (c) Fir Tree Value may direct the vote and disposition of 604,400 shares of Common Stock. Fir Tree Capital may direct the vote and disposition of 138,100 shares of Common Stock. Fir Tree has been granted investment discretion over the shares of Common Stock held by Fir Tree Value and Fir Tree Capital, and thus, has the shared power to direct the vote and disposition of 742,500 shares of Common Stock.

 

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

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 10, 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 CAPITAL OPPORTUNITY 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

 

8

EX-99.1 2 d394713dex991.htm EX-99.1 EX-99.1

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 shares of Common Stock issued by Hyde Park Acquisition Corp. II, 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 10, 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 CAPITAL OPPORTUNITY 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