SC 13G 1 p18-0566sc13g.htm REGALWOOD GLOBAL ENERGY LTD.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 

Regalwood Global Energy Ltd.

(Name of Issuer)
 

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)
 

G74760102**

(CUSIP Number)
 

December 31, 2017

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
ý Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 6 Pages)

 

______________________________

*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 Class A Ordinary Shares have no CUSIP number. The CINS number for the Class A Ordinary Shares is G74760102.

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. G7476010213G/APage 2 of 6 Pages

 

1

NAME OF REPORTING PERSON

Fir Tree Capital Management LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

1,500,000 Class A Ordinary Shares

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

1,500,000 Class A Ordinary Shares

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,500,000 Class A Ordinary Shares

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.00%

12

TYPE OF REPORTING PERSON

IA, PN

         

 

 

 

CUSIP No. G7476010213G/APage 3 of 6 Pages

 

 

Item 1(a). NAME OF ISSUER
   
  Regalwood Global Energy Ltd. (the "Issuer")
   

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
 

1001 Pennsylvania Avenue NW

Suite 220 South

Washington, D.C. 20004

   

 

Item 2(a). NAME OF PERSON FILING
   
  This Schedule 13G is being filed on behalf of Fir Tree Capital Management LP, a Delaware limited partnership ("Fir Tree"), relating to Class A Ordinary Shares, par value $0.0001 per share (the "Class A Ordinary Shares"), issued by the Issuer, purchased by certain private-pooled investment vehicles for which Fir Tree serves as the investment manager (the "Funds").
   
  Fir Tree is the investment manager of the Funds, and has been granted investment discretion over portfolio investments, including the Class A Ordinary Shares held by the Funds.
   

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the principal business office of Fir Tree is:
   
 

Fir Tree Capital Management LP

55 West 46th Street, 29th Floor

New York, New York 10036

   

 

Item 2(c). CITIZENSHIP
   
  Fir Tree is a Delaware limited partnership.
   

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Class A Ordinary Shares, par value $0.0001 per share
   

 

Item 2(e). CUSIP NUMBER
   
  The Class A Ordinary Shares have no CUSIP number. The CINS number for the Class A Ordinary Shares is G74760102.
   

 

 

CUSIP No. G476010213G/APage 4 of 6 Pages

 

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ý An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: __________________________________________

   

 

Item 4. OWNERSHIP
   
 

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for the Reporting Person and is incorporated herein by reference.

 

The percentage set forth in Row (11) of the cover page for the Reporting Person is based on the 30,000,000 Class A Ordinary Shares reported to be outstanding in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) filed with the Securities and Exchange Commission on December 1, 2017 after giving effect to the offering described therein.

   

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.
   

 

 

CUSIP No. G7476010213G/APage 5 of 6 Pages

 

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  See Item 2(a).  
   

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.
   

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.
   

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.
   

 

Item 10. CERTIFICATION  
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
   

 

CUSIP No. G7476010213G/APage 6 of 6 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 14, 2018

 

FIR TREE Capital Management LP    
     
     
/s/ Brian Meyer    
Name: Brian Meyer    
Title: General Counsel