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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. )*
NRDC
Acquisition Corp.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
62941R102
(CUSIP Number)
December 11, 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).
CUSIP No. |
62941R102 |
| 1 | NAMES OF REPORTING PERSONS Fir Tree SPAC Holdings 1, LLC |
||||
| 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 | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 2,400,000 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 2,400,000 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 2,400,000 | |||||
| 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) | ||||
| 4.6% | |||||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||
| OO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
2
CUSIP No. |
62941R102 |
| 1 | NAMES OF REPORTING PERSONS Fir Tree SPAC Holdings 2, LLC |
||||
| 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 | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 750,000 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 750,000 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 750,000 | |||||
| 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) | ||||
| 1.4% | |||||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||
| OO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
3
CUSIP No. |
62941R102 |
| 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 | 3,150,000 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 3,150,000 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 3,150,000 | |||||
| 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) | ||||
| 6.1% | |||||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||
| CO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
4
SCHEDULE 13G
This 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 NRDC Acquisition
Corp., a Delaware corporation (the “Issuer”), purchased by SPAC Holdings 1 and SPAC Holdings 2.
Fir Tree SPAC Master Fund, LP, a Cayman Islands exempted limited partnership (“Fir Tree SPAC”), is
the sole member of SPAC Holdings 1 and SPAC Holdings 2, and Fir Tree is the investment manager of
SPAC Holdings 1 and SPAC Holdings 2.
Item 1(a) Name of Issuer.
NRDC Acquisition Corp.
Item 1(b) Address of Issuer’s Principal Executive Offices.
3 Manhattanville Road
Purchase, New York 10577
Purchase, New York 10577
Item 2(a) Name of Person Filing.
Item 2(b) Address of Principal Business Office.
Item 2(c) Place of Organization.
Fir Tree, Inc.
505 Fifth Avenue
23rd Floor
New York, New York 10017
A New York corporation
505 Fifth Avenue
23rd Floor
New York, New York 10017
A New York corporation
Fir Tree SPAC Holdings 1, LLC
505 Fifth Avenue
23rd Floor
New York, New York 10017
A Delaware limited liability company
505 Fifth Avenue
23rd Floor
New York, New York 10017
A Delaware limited liability company
Fir Tree SPAC Holdings 2, LLC
505 Fifth Avenue
23rd Floor
New York, New York 10017
A Delaware limited liability company
505 Fifth Avenue
23rd Floor
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) Title of Class of Securities.
common stock, par value $0.0001 (the “Common Stock”)
Item 2(e) CUSIP Number.
62941R102
Item 3 Reporting Person.
The person filing is not listed in Items 3(a) through 3(j).
Item 4
Ownership.
| (a) | SPAC Holdings 1 and SPAC Holdings 2 are the beneficial owners
of 2,400,000 shares of Common Stock and 750,000 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. |
||
| (b) | SPAC Holdings 1 and SPAC Holdings 2 are the beneficial owners
of 4.6% and 1.4%, respectively, of the outstanding shares of Common Stock.
Collectively, the Reporting Persons beneficially own 3,150,000 shares of Common
Stock which represent 6.1% of the shares of Common Stock outstanding. These
percentages are determined by dividing the number of shares beneficially held
by 51,750,000, the number of shares of Common Stock issued and outstanding as
of November 12, 2008, as reported in the Issuer’s 10-Q filed on November 12,
2008. |
||
| (c) | SPAC Holdings 1 may direct the vote and disposition of
2,400,000 shares of Common Stock. SPAC Holdings 2 may direct the vote and
disposition of 750,000. Fir Tree has been granted investment discretion over
the Common Stock held by SPAC Holdings 1 and SPAC Holdings 2. |
Item 5 Ownership of Five Percent or Less of a Class.
Inapplicable.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Fir Tree SPAC, 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 Common Stock.
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| 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.
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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: December 22, 2008
FIR TREE SPAC HOLDINGS 1, LLC
By: FIR TREE, INC., its Manager
| By: | /s/ Jeffrey Tannenbaum | |||
| Name: | Jeffrey Tannenbaum | |||
| Title: | President | |||
FIR TREE SPAC HOLDINGS 2, LLC
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 | |||
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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 of NRDC
Acquisition Corp., 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
December 22, 2008.
FIR TREE SPAC HOLDINGS 1, LLC
By: FIR TREE, INC., its Manager
| By: | /s/ Jeffrey Tannenbaum | |||
| Name: | Jeffrey Tannenbaum | |||
| Title: | President | |||
FIR TREE SPAC HOLDINGS 2, LLC
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 | |||
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