- Amended Statement of Ownership (SC 13G/A)
13 February 2009 - 3:09AM
Edgar (US Regulatory)
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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Victory Acquisition Corp.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
92644D100
(CUSIP Number)
December 31, 2008
(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).
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1
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NAMES OF REPORTING PERSONS
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Fir Tree SPAC Holdings 1, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,835,000
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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2,835,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,835,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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2
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1
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NAMES OF REPORTING PERSONS
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Fir Tree SPAC Holdings 2, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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731,000
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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731,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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731,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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3
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1
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NAMES OF REPORTING PERSONS
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Fir Tree, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,566,000
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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3,566,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,566,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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4
SCHEDULE 13G/A
This Amendment No. 2 to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Fir Tree
SPAC Holdings 1, LLC, a Delaware limited liability company (“SPAC Holdings 1”), Fir Tree SPAC
Holdings 2, LLC, a Delaware limited liability company (“SPAC Holdings 2”), and Fir Tree, Inc., a
New York corporation (“Fir Tree”), relating to common stock, par value $0.0001 (the “Common Stock”)
of Victory Acquisition Corp., a Delaware corporation (the “Issuer”), owned by SPAC Holdings 1 and
SPAC Holdings 2. Fir Tree SPAC Master Fund, LP, a Cayman Islands exempted limited partnership
(“Fir Tree SPAC Master”), is the sole member of SPAC Holdings 1 and SPAC Holdings 2, and Fir Tree
is the investment manager of both SPAC Holdings 1 and SPAC Holdings 2.
In addition to updating the holdings of the Reporting Persons, this Amendment is being filed
to report that Sapling, LLC, a Delaware limited liability company, and Fir Tree Capital Opportunity
Master Fund, L.P., a Cayman Islands exempted limited partnership, transferred ownership of their
shares of Common Stock to SPAC Holdings 1 and SPAC Holdings 2 and consequently ceased to be
Reporting Persons.
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Item 1(a)
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Name of Issuer.
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Victory Acquisition Corp.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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970 West Broadway
PMB 402
Jackson, Wyoming 83001
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Item 2(a)
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Name of Person Filing.
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Item 2(b)
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Address of Principal Business Office.
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Item 2(c)
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Place of Organization.
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Fir Tree, Inc.
505 Fifth Avenue
23
rd
Floor
New York, New York 10017
A New York corporation
Fir Tree SPAC Holdings 1, LLC
505 Fifth Avenue
23
rd
Floor
New York, New York 10017
A Delaware limited liability company
Fir Tree SPAC Holdings 2, LLC
505 Fifth Avenue
23
rd
Floor
5
New York, New York 10017
A Delaware limited liability company
Fir Tree, Inc. is the investment manager for each of SPAC Holdings 1 and SPAC Holdings 2, and has
been granted investment discretion over portfolio investments, including the Common Stock (as
defined below), held by each of them.
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Item 2(d)
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Title of Class of Securities.
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common stock, par value $0.0001 (the “Common Stock”)
92644D100
The person filing is not listed in Items 3(a) through 3(j).
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(a)
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SPAC Holdings 1 and SPAC Holdings 2 are the beneficial owners
of 2,835,000 shares of Common Stock and 731,000 shares of Common Stock,
respectively. Fir Tree may be deemed to beneficially own the shares of Common
Stock held by SPAC Holdings 1 and SPAC Holdings 2 as a result of being the
investment manager of SPAC Holdings 1 and SPAC Holdings 2.
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(b)
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SPAC Holdings 1 and SPAC Holdings 2 are the beneficial owners
of 7.0% and 1.8%, respectively, of the outstanding shares of Common Stock.
Collectively, the Reporting Persons beneficially own 3,566,000 shares of Common
Stock which represent 8.8% of the shares of Common Stock outstanding. These
percentages are determined by dividing the number of shares of Common Stock
beneficially held by 40,500,000, the number of shares of Common Stock issued
and outstanding as of November 14, 2008, as reported in the Issuer’s 10-Q filed
with the Securities and Exchange Commission on November 14, 2008.
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(c)
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SPAC Holdings 1 may direct the vote and disposition of
2,835,000 shares of Common Stock. SPAC Holdings 2 may direct the vote and
disposition of 731,000 shares of Common Stock. Fir Tree has been granted
investment discretion over the Common Stock held by SPAC Holdings 1 and SPAC
Holdings 2.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Inapplicable.
6
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Fir Tree SPAC Master, as the sole member of SPAC Holdings 1 and SPAC Holdings 2, has
the right to receive dividends from and the proceeds from the sale of the shares of
Common Stock.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being
Reported On by the Parent Holding Company.
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Inapplicable.
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Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
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Item 9
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Notice of Dissolution of Group.
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Inapplicable.
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: February 11, 2009
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FIR TREE SPAC HOLDINGS 1, LLC
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By:
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FIR TREE, INC., its Manager
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By:
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/s/ Jeffrey Tannenbaum
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Name:
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Jeffrey Tannenbaum
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Title:
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President
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FIR TREE SPAC HOLDINGS 2, LLC
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By:
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FIR TREE, INC., its Manager
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By:
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/s/ Jeffrey Tannenbaum
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Name:
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Jeffrey Tannenbaum
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Title:
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President
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FIR TREE, INC.
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By:
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/s/ Jeffrey Tannenbaum
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Name:
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Jeffrey Tannenbaum
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Title:
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President
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8
EXHIBIT INDEX
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Exhibit No.
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Description
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1
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Joint Filing Agreement
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