Filed by Bowne Pure Compliance

0001362310-09-001907.txt : 20090213 0001362310-09-001907.hdr.sgml : 20090213 20090213060138 ACCESSION NUMBER: 0001362310-09-001907 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090213 DATE AS OF CHANGE: 20090213 GROUP MEMBERS: FIR TREE SPAC HOLDINGS 1, LLC GROUP MEMBERS: FIR TREE VALUE MASTER FUND, L.P. GROUP MEMBERS: FIR TREE, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Energy Infrastructure Acquisition Corp. CENTRAL INDEX KEY: 0001350886 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 203521405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82298 FILM NUMBER: 09597510 BUSINESS ADDRESS: STREET 1: C/O SCHWARTZ & WEISS, P.C. STREET 2: 457 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-752-3100 MAIL ADDRESS: STREET 1: C/O SCHWARTZ & WEISS, P.C. STREET 2: 457 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE INC CENTRAL INDEX KEY: 0001056491 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A 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 SC 13G/A 1 c80877sc13gza.htm SC 13G/A Filed by Bowne Pure Compliance


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2009
	Estimated average burden hours per response...10.4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Energy Infrastructure Acquisition Corp.

(Name of Issuer)

common stock, par value $0.0001

(Title of Class of Securities)

29269P109

(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).


CUSIP No.		29269P109


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			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

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)

	0.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		29269P109


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			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

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)

	0.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		29269P109


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			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

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)

	0.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

SCHEDULE 13G/A

This Amendment No. 3 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 Value Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Value”) and Fir Tree, Inc., a New York corporation (“Fir Tree”), relating to common stock (the “Common Stock”) of Energy Infrastructure Acquisition Corp., a Delaware corporation (the “Issuer”), owned by SPAC Holdings 1 and Fir Tree Value. Fir Tree is the investment manager of both SPAC Holdings 1 and Fir Tree Value.

This Amendment is being filed to report (i) that Sapling, LLC, a Delaware limited liability company, and Fir Tree Capital Opportunity, L.P., a Cayman Islands exempted limited partnership, transferred ownership of their shares of Common Stock to SPAC Holdings 1 and Fir Tree Value and consequently ceased to be Reporting Persons and (ii) the Reporting Persons no longer beneficially own the Issuer’s Common Stock.


Item 1(a)		Name of Issuer.

		Energy Infrastructure Acquisition Corp.

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

		Suite 1300, 1105 North Market Street Wilmington, Delaware 19899

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 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 Value Master Fund, L.P. c/o Admiral Administration Ltd. Admiral Financial Center, 5th Floor 90 Fort Street, Box 32021 SMB Grand Cayman, Cayman Islands A Cayman Islands exempted limited partnership

Fir Tree, Inc. is the investment manager for each of SPAC Holdings 1 and Fir Tree Value and has been granted investment discretion over portfolio investments, including the shares of Common Stock (as defined below), held by each of them.



Item 2(d)		Title of Class of Securities.

		Common stock, par value $0.0001 (the “Common Stock”)

Item 2(e)		CUSIP Number.

		29269P109

Item 3		Reporting Person.

		The person filing is not listed in Items 3(a) through 3(j).

Item 4		Ownership.

		The Reporting Persons own 0 shares of Common Stock.

Item 5		Ownership of Five Percent or Less of a Class.

		If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following þ.

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.

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 13, 2009


FIR TREE SPAC HOLDINGS 1, LLC
By:	FIR TREE, INC., its Manager

By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President

FIR TREE VALUE 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

EXHIBIT INDEX


Exhibit No.		Description

1		Joint Filing Agreement

EX-1 2 c80877exv1.htm EXHIBIT 1 Filed by Bowne Pure Compliance

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 Common Stock of Energy Infrastructure 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 February 13, 2009.


FIR TREE SPAC HOLDINGS 1, LLC
By:	FIR TREE, INC., its Manager

By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President

FIR TREE VALUE 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