sc13d

0000950134-07-000645.txt : 20070116 0000950134-07-000645.hdr.sgml : 20070115 20070116171833 ACCESSION NUMBER: 0000950134-07-000645 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070116 DATE AS OF CHANGE: 20070116 GROUP MEMBERS: FIRTREE RECOVERY MASTER FUND LP GROUP MEMBERS: FIRTREE VALUE MASTER FUND LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Genesis Lease LTD CENTRAL INDEX KEY: 0001369824 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 980512319 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82261 FILM NUMBER: 07532721 BUSINESS ADDRESS: STREET 1: ROSELAWN HOUSE, UNIV. BUSINESS COMPLEX STREET 2: NATIONAL TECHNOLOGY PARK CITY: LIMERICK STATE: L2 ZIP: 00000 BUSINESS PHONE: 353-61-633-333 MAIL ADDRESS: STREET 1: ROSELAWN HOUSE, UNIV. BUSINESS COMPLEX STREET 2: NATIONAL TECHNOLOGY PARK CITY: LIMERICK STATE: L2 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE INC CENTRAL INDEX KEY: 0001056491 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 535 FIFTH AVENUE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123983500 MAIL ADDRESS: STREET 1: 535 FIFTH AVENUE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 d42766sc13d.htm SCHEDULE 13D sc13d


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

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

Genesis Lease Limited

(Name of Issuer)

American Depository Shares

(Title of Class of Securities)

37183T107

(CUSIP Number)

Jeffrey Tannenbaum
505 Fifth Avenue
23^rd Floor
New York, New York 10017

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

- with copies to -
Eliot D. Raffkind
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800

January 16, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. þ

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		37183T107


1	NAMES OF REPORTING PERSONS: Fir Tree Value Master Fund, LP

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):



5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Cayman Islands

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,994,009

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			1,994,009

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,994,009

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	6.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


CUSIP No.		37183T107


1	NAMES OF REPORTING PERSONS: Fir Tree Recovery Master Fund, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):



5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Cayman Islands

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			506,091

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			506,091

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	506,091

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	1.6%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		37183T107


1	NAMES OF REPORTING PERSONS: Fir Tree, Inc.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):



5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	New York

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			2,500,100

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			2,500,100

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	2,500,100

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	8.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

SCHEDULE 13D


Item 1.		Security and Issuer

		Securities acquired:

		American Depository Shares (the “Shares”)

		Issuer:

		Genesis Lease Limited
		Roselawn House
		University Business Complex
		National Technology Park
		Limerick, Ireland

Item 2.		Identity and Background

		(a) Name of Person Filing.

		(b) Address of Principal Business Office.

		Fir Tree, Inc.
		505 Fifth Avenue
		23^rd Floor
		New York, New York 10017
		A New York corporation

		Fir Tree Value Master Fund, LP
		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 Recovery 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

(c) Fir Tree, Inc. provides investment management services to private individuals and institutions. The principal occupation of Fir Tree, Inc. is investment management.

Page 5 of 11

(d) Neither Fir Tree, Inc., Fir Tree Value Master Fund, LP, nor Fir Tree Recovery Master Fund, L.P. have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither Fir Tree, Inc., Fir Tree Value Master Fund, LP, nor Fir Tree Recovery Master Fund, L.P. have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f) Fir Tree, Inc. is a New York Corporation. Fir Tree Value Master Fund, LP is a Cayman Islands exempted limited partnership. Fir Tree Recovery Master Fund, L.P. is a Cayman Islands exempted limited partnership.


Item 3.		Source and Amount of Funds

As of January 16, 2007, Fir Tree Value Master Fund, LP had invested in Shares of the Issuer in the amount of: $51,793,701.17 and Fir Tree Recovery Master Fund, L.P. had invested in Shares of the Issuer in the amount of $13,157,589.63. Currently, all Shares of the Issuer as of the date of this Schedule 13D are held by either Fir Tree Value Master Fund, LP or Fir Tree Recovery Master Fund, L.P. The above amounts include any commissions incurred in making the investments. The source of these funds was the working capital of each of Fir Tree Value Master Fund, LP and Fir Tree Recovery Master Fund, L.P..


Item 4.		Purpose of the Transaction

Fir Tree, Inc., Fir Tree Value Master Fund, LP, and Fir Tree Recovery Master Fund, L.P. (together, the “Reporting Persons”) purchased the Shares based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons believe that the shares are substantially undervalued given the Issuer’s anticipated future cash flow, its strategic relationship with GE Commercial Aviation Services Limited, and its growth opportunities. Although Reporting Person has no specific plan or proposal to acquire or dispose of the Shares, consistent with its investment purpose, Reporting Person at any time and from time to time may acquire additional Shares or dispose of any or all of its Shares depending upon an ongoing evaluation of the investment in the Shares, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Person and/or other investment considerations.

The purpose of the acquisition of the Shares is for investment, and the acquisitions of the Shares were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.

Also, consistent with the investment purpose, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. The Reporting Person may discuss ideas that, if effected may result in any of the following: the

Page 6 of 11

acquisition by persons of additional Shares of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or changes in the board of directors or management of the Issuer.

Except to the extent the foregoing may be deemed a plan or proposal, Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.


Item 5.		Interest in Securities of the Issuer

(a) As of January 16, 2007, Fir Tree Value Master Fund, LP and Fir Tree Recovery Master Fund, L.P. beneficially own 1,994,099 Shares and 506,091 Shares, respectively, of the Issuer, which represents in the aggregate 8.0% of the Issuer’s outstanding Shares, which such percentage was calculated by dividing (i) the 2,500,100 Shares beneficially owned by Fir Tree Value Master Fund, LP and Fir Tree Recovery Master Fund, L.P. as of the date hereof, by (ii) 31,310,000 Shares outstanding as reported in the Issuer’s Prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933 on December 14, 2006.

(b) Fir Tree, Inc., as the investment manager of Fir Tree Value Master Fund, LP and Fir Tree Recovery Master Fund, L.P., has the sole power to vote and dispose of the 2,500,100 Shares held collectively by Fir Tree Value Master Fund, LP and Fir Tree Recovery Master Fund, L.P.

The filing of this statement on Schedule 13D shall not be construed as an admission that Fir Tree, Inc., Fir Tree Value Master Fund, LP or Fir Tree Recovery Master Fund, L.P. is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 2,500,100 Shares owned by Fir Tree Value Master Fund, LP and Fir Tree Recovery Master Fund, L.P. Pursuant to Rule 13d-4, Fir Tree, Inc., Fir Tree Value Master Fund, LP and Fir Tree Recovery Master Fund, L.P. disclaim all such beneficial ownership.

(c) The transactions in the Issuer’s securities by Fir Tree Value Master Fund, LP and Fir Tree Recovery Master Fund, L.P. during the sixty days prior to the obligation to file this Schedule 13D are listed as Annex A attached hereto and made a part hereof. Transactions in the Issuer’s securities subsequent to the obligation to file this Schedule 13D are also listed on Annex A.

(d) Not Applicable.

(e) Not Applicable.


Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

		Not Applicable.

Page 7 of 11


Item 7.		Material to be Filed as Exhibits

Exhibit 1		Joint Filing Agreement dated January 16, 2007, between Fir Tree, Inc., Fir Tree Value Master Fund, LP and Fir Tree Recovery Master Fund, L.P.

Page 8 of 11

ANNEX A



Transaction		Quantity		Price per
Date	Buy/Sell	(shares)		Share ($)
12/14/2006	Buy		50,925		23.00
12/14/2006	Buy		22,803		23.5815
12/14/2006	Buy		10,185		23.3674
12/14/2006	Buy		37,470		23.7219
12/14/2006	Buy		108,000		23.614
12/14/2006	Buy		175,168		24.1489
12/14/2006	Buy		669,832		24.1489
12/14/2006	Buy		422,000		23.614
12/14/2006	Buy		162,530		23.7219
12/14/2006	Buy		39,815		23.3674
12/14/2006	Buy		87,197		23.5815
12/14/2006	Buy		199,075		23.00
12/15/2006	Buy		50,925		23.00
12/15/2006	Buy		199,075		23.00
12/18/2006	Buy		16,000		23.2839
12/18/2006	Buy		10,185		23.2839
12/18/2006	Buy		84,000		23.2839
12/18/2006	Buy		39,815		23.2839
12/19/2006	Buy		2,290		23.15
12/19/2006	Buy		20,640		23.16848
12/19/2006	Buy		5,160		23.16848
12/19/2006	Buy		8,810		23.15
12/19/2006	Buy		19,840		23.16848
12/19/2006	Buy		79,360		23.16848
12/20/2006	Buy		8,049		23.19170
12/20/2006	Buy		10,320		23.1985
12/20/2006	Buy		39,680		23.1985
12/20/2006	Buy		30,951		23.1917
12/21/2006	Buy		10,320		23.0124
12/21/2006	Buy		18,576		23.03
12/21/2006	Buy		71,424		23.03
12/21/2006	Buy		39,680		23.0124

Page 9 of 11

Signature

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


Dated: January 16, 2007
	FIR TREE VALUE MASTER FUND, LP

	By:	FIR TREE, INC., its Manager
		By:	/s/ Jeffrey Tannenbaum

		Name:	Jeffrey Tannenbaum
		Title:	President

	FIR TREE RECOVERY MASTER FUND, L.P.

	By:	FIR TREE, INC., its Manager

		By:	/s/ Jeffrey Tannenbaum

		Name: Title:	Jeffrey Tannenbaum President

	FIR TREE, INC.

	By:	/s/ Jeffrey Tannenbaum

	Name:	Jeffrey Tannenbaum
	Title:	President

Page 10 of 11

EX-99.1 2 d42766exv99w1.htm JOINT FILING AGREEMENT exv99w1

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 13D (including any and all amendments thereto) with respect to the Shares of Genesis Lease Limited, 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 13D 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 January 16, 2007.


FIR TREE VALUE MASTER FUND, LP

By:	FIR TREE, INC., its Manager
	By:	/s/ Jeffrey Tannenbaum

	Name:	Jeffrey Tannenbaum
	Title:	President

FIR TREE RECOVERY MASTER FUND, L.P.

By:	FIR TREE, INC., its Manager

	By:	/s/ Jeffrey Tannenbaum

	Name: Title:	Jeffrey Tannenbaum President

FIR TREE, INC.

By:	/s/ Jeffrey Tannenbaum

Name:	Jeffrey Tannenbaum
Title:	President

Page 11 of 11