UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURUSANT TO
RULE 13d-2(a)
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Under the Securities Exchange Act of 1934
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(Amendment No. 4)*
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CIG Wireless Corp.
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(Name of Issuer)
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Common Stock, $0.00001 par value
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(Title of Class of Securities)
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12551W 107
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(CUSIP Number)
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with a copy to:
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Brian Meyer
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Steven E. Siesser, Esq.
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Fir Tree Inc.
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Lowenstein Sandler LLP
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505 Fifth Avenue, 23rd Floor
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1251 Avenue of the Americas
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New York, New York 10017
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New York, New York 10020
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(212) 599-0090
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(212) 204-8688
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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March 7, 2014
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(Date of Event which Requires Filing of this Statement)
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CUSIP No.
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12551W 107
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13D
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Page
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2
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of
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17
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Pages
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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:
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(a)
(b)
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o
x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS:
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):
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o
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6.
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CITIZENSHIP OR PLACE OR ORGANIZATION:
New York
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NUMBER OF
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7.
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SOLE VOTING POWER:
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7,465,668*
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SHARES BENEFICIALLY
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8.
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SHARED VOTING POWER:
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39,672,940*
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OWNED BY
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EACH REPORTING
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9.
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SOLE DISPOSITIVE POWER:
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PERSON WITH
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10.
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SHARED DISPOSITIVE POWER:
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39,672,940*
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
47,138,608*
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
60.6%*
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14.
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TYPE OF REPORTING PERSON:
CO
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CUSIP No.
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12551W 107
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13D
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Page
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3
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of
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17
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Pages
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1.
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NAMES OF REPORTING PERSONS:
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Fir Tree Capital Opportunity (LN) Master Fund, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
(b)
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o
x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS:
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):
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o
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6.
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CITIZENSHIP OR PLACE OR ORGANIZATION:
Cayman Islands
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NUMBER OF
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7.
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SOLE VOTING POWER:
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SHARES BENEFICIALLY
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8.
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SHARED VOTING POWER:
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19,836,470*
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OWNED BY
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EACH REPORTING
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9.
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SOLE DISPOSITIVE POWER:
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PERSON WITH
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10.
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SHARED DISPOSITIVE POWER:
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19,836,470*
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
19,836,470*
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
25.5%*
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14.
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TYPE OF REPORTING PERSON:
PN
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CUSIP No.
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12551W 107
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13D
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Page
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4
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of
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17
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Pages
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|
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1.
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NAMES OF REPORTING PERSONS:
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Fir Tree REF III Tower LLC
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
(b)
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o
x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS:
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):
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o
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6.
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CITIZENSHIP OR PLACE OR ORGANIZATION:
Delaware
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NUMBER OF
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7.
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SOLE VOTING POWER:
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SHARES BENEFICIALLY
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8.
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SHARED VOTING POWER:
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19,836,470*
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OWNED BY
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EACH REPORTING
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9.
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SOLE DISPOSITIVE POWER:
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PERSON WITH
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10.
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SHARED DISPOSITIVE POWER:
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19,836,470*
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
19,836,470*
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12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
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||||||
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
25.5%*
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14.
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TYPE OF REPORTING PERSON:
OO
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CUSIP No.
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12551W 107
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13D
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Page
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5
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of
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CUSIP No.
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12551W 107
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13D
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Page
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6
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of
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CUSIP No.
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12551W 107
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13D
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Page
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7
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of
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CUSIP No.
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13D
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Page
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8
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of
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CUSIP No.
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12551W 107
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13D
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Page
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9
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of
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CUSIP No.
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12551W 107
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13D
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Page
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10
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of
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17
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CUSIP No.
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12551W 107
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13D
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Page
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11
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of
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17
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Pages
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·
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amending the Issuer’s articles of incorporation or bylaws, or the Certificate of Designation or in any way changing the preferences, privileges, rights or powers with respect to the Series A-1 Preferred Stock or Series A-2 Preferred Stock or reclassifying any class of stock;
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·
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subject to certain exceptions (including the Issuer’s right to issue junior securities provided that certain equity conditions, discussed below, have been satisfied), issuing additional securities;
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·
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increasing the number of authorized shares of Series A-1 Preferred Stock or Series A-2 Preferred Stock or issuing any shares of Series A-1 Preferred Stock or Series A-2 Preferred Stock other than in accordance with the express terms of the Certificate of Designation or the Purchase Agreement;
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·
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agreeing to any restriction on the Issuer’s ability to satisfy its obligations or to honor the exercise of any rights of the Fir Tree Investors;
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subject to certain exceptions, redeeming or purchasing any shares of capital stock of the Issuer or any subsidiary;
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acquiring any material properties, assets or business unless it is approved by the Issuer’s chief executive officer and at least one director elected by the Fir Tree Investors, in such director’s sole discretion;
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·
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engaging in any new business or investing in the securities of any other person;
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·
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entering into certain customary liquidation events, change of control events or any other transaction involving the disposition of a substantial portion of the assets of the Issuer or its subsidiaries;
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·
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creating any direct or indirect subsidiary, entering into any joint venture or similar arrangement, becoming a partner in any general or limited partnership or entering into any contract permitting third party management rights with respect to the business of the Issuer or any of its Subsidiaries, unless it is approved by the Issuer’s chief executive officer and at least one director elected by the Fir Tree Investors, in such director’s sole discretion;
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·
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approving the annual budget and business plan of the Issuer or any changes thereto;
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·
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subject to certain exceptions, making any expenditures, individually, in excess of $250,000 or in the aggregate in excess of $500,000, that are not included in an approved budget, or any expenditure that exceeds by 10% the amount for such expenditure in an approved budget;
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·
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changing the number of directors which constitutes the Issuer’s board of directors except in connection with the automatic board expansion upon an event of default, as further described in Item 4 above;
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·
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subject to certain exceptions, incurring or increasing any liability for borrowed money;
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·
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subject to certain exceptions, assuming or become liable for or guarantying the obligations of any other person;
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subject to certain exceptions, canceling any liability or debt owed to it;
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·
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subject to certain exceptions, incurring any lien or other encumbrance on any of its properties or assets;
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·
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other than intercompany transactions, entering into any transaction with any related party in an aggregate amount in excess of $100,000 or amending any material provision of, or waiving any material right of the Issuer or any subsidiary under, any agreement with a related party;
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·
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paying dividends or distributions other than the Series A-1 Preferred Dividends and dividends on the Series B Preferred Stock;
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·
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changing the employment status of the chief executive officer or chief financial officer of the Issuer or any subsidiary, or amending the compensation, benefits or severance of any executive officer of the Issuer or any subsidiary, except if included in the approved budget;
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·
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amending the certificate of formation or limited liability company agreement or any or other organizational, charter or operating documents of any subsidiary or in any way change the preferences, privileges, rights or powers with respect to, or reclassify, any class of equity interests of any subsidiary; or
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·
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entering into an agreement to do any of the foregoing.
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CUSIP No.
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12551W 107
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13D
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Page
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12
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13D
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12551W 107
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13D
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Page
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14
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CUSIP No.
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12551W 107
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13D
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Page
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15
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CUSIP No.
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12551W 107
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13D
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Pages
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The following exhibits are incorporated into this statement on Schedule 13D:
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Exhibit 1
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Information regarding the Instruction C persons is incorporated by reference to Exhibit 1 to the Schedule 13D filed by Fir Tree Capital Opportunity (LN) Master Fund, L.P. , Fir Tree REF III Tower LLC and FIR Tree Inc. with the U.S. Securities and Exchange Commission on August 12, 2013.
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Exhibit 2
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Securities Purchase Agreement, by and among CIG Wireless Corp., Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC, dated as of August 1, 2013, incorporated by reference to Exhibit 10.38 to the Current Report on Form 8-K filed by CIG Wireless Corp. with the U.S. Securities and Exchange Commission on August 7, 2013.
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Exhibit 3
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Certificate of Designation, Preferences and Rights of Series A-1 Non-Convertible Preferred Stock and Series A-2 Convertible Preferred Stock of CIG Wireless Corp. as filed with the Nevada Secretary of State on August 1, 2013, incorporated by reference to Exhibit 3.7 to the Current Report on Form 8-K filed by CIG Wireless Corp. with the U.S. Securities and Exchange Commission on August 7, 2013.
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Exhibit 4
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Registration Rights Agreement, by and among CIG Wireless Corp., Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC, dated as of August 1, 2013, incorporated by reference to Exhibit 10.39 to the Current Report on Form 8-K filed by CIG Wireless Corp. with the U.S. Securities and Exchange Commission on August 7, 2013.
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Exhibit 5
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Form of Stand Down Agreement, by and among CIG Wireless Corp., Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC, dated as of August 1, 2013, incorporated by reference to Exhibit 10.42 to the Current Report on Form 8-K filed by CIG Wireless Corp. with the U.S. Securities and Exchange Commission on August 7, 2013.
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Exhibit 6
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Equity Letter, by CIG Wireless Corp., Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC to Michael Hofe and B. Eric Sivertsen, dated August 1, 2013, incorporated by reference to Exhibit 10.51 to the Current Report on Form 8-K filed by CIG Wireless Corp. with the U.S. Securities and Exchange Commission on August 7, 2013.
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Exhibit 7
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Rights Agreement, by and among CIG Wireless Corp., Housatonic Equity Investors IV, L.P., Housatonic Equity Affiliates IV, L.P., Chesapeake Towers Development, LLC, Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC, dated as of August 1, 2013, incorporated by reference to Exhibit 10.41 to the Current Report on Form 8-K filed by CIG Wireless Corp. with the U.S. Securities and Exchange Commission on August 7, 2013.
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Exhibit 8
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Amendment to Bylaws of CIG Wireless Corp., effective August 1, 2013, incorporated by reference to Exhibit 3.8 to the Current Report on Form 8-K filed by CIG Wireless Corp. with the U.S. Securities and Exchange Commission on August 7, 2013.
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Exhibit 9
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Amendment to Bylaws of CIG Wireless Corp., effective September 23, 2013, incorporated by reference to Exhibit 3.9 to the Current Report on Form 8-K filed by CIG Wireless Corp. with the U.S. Securities and Exchange Commission on September 27, 2013.
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Exhibit 10
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Supplemental Agreement, dated December 18, 2013, by and among CIG Wireless Corp., Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC, incorporated by reference to Exhibit 10.55 to the Current Report on Form 8-K filed by CIG Wireless Corp. with the U.S. Securities and Exchange Commission on December 23, 2013.
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Exhibit 11
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Form of Restricted Stock Award, incorporated by reference to Exhibit 10.57 to the Current Report on Form 8-K filed by CIG Wireless Corp. with the U.S. Securities and Exchange Commission on March 5, 2014.
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Exhibit 12
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Restricted Stock Award to Paul McGinn, dated as of February 27, 2014, incorporated by reference to Exhibit 10.58 to the Current Report on Form 8-K filed by CIG Wireless Corp. with the U.S. Securities and Exchange Commission on March 5, 2014.
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Exhibit 13
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Restricted Stock Award to Romain Gay-Crosier, dated as of February 27, 2014, incorporated by reference to Exhibit 10.59 to the Current Report on Form 8-K filed by CIG Wireless Corp. with the U.S. Securities and Exchange Commission on March 5, 2014.
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Exhibit 14
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Restricted Stock Award to Gabriel Margent, dated as of February 27, 2014, incorporated by reference to Exhibit 10.60 to the Current Report on Form 8-K filed by CIG Wireless Corp. with the U.S. Securities and Exchange Commission on March 5, 2014.
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Exhibit 15
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Restricted Stock Award to Grant Barber, dated as of February 27, 2014, incorporated by reference to Exhibit 10.61 to the Current Report on Form 8-K filed by CIG Wireless Corp. with the U.S. Securities and Exchange Commission on March 5, 2014.
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Exhibit 16 | Second Supplemental Agreement, dated March 7, 2014, by and among the Issuer, Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC, incorporated by reference to Exhibit 10.62 to the Current Report on Form 8-K filed by CIG Wireless Corp. with the U.S. Securities and Exchange Commission on March 13, 2014. | |
CUSIP No.
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12551W 107
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13D
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Page
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17
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of
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17
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Pages
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Dated: March 14, 2014
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FIR TREE INC.
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By:
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/s/ James Walker
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Name:
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James Walker
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Title:
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Managing Director
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FIR TREE CAPITAL OPPORTUNITY (LN) MASTER FUND, L.P.
By: FIR TREE INC., its Manager
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By:
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/s/ James Walker
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Name:
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James Walker
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Title:
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Managing Director
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FIR TREE REF III TOWER LLC
By: FIR TREE INC., its Manager
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By:
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/s/ James Walker
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Name:
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James Walker
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Title:
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Managing Director
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