0000902664-12-000091.txt : 20120201 0000902664-12-000091.hdr.sgml : 20120201 20120201143035 ACCESSION NUMBER: 0000902664-12-000091 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120201 DATE AS OF CHANGE: 20120201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Blue Wolf Mongolia Holdings Corp. CENTRAL INDEX KEY: 0001517526 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 660762833 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86340 FILM NUMBER: 12562144 BUSINESS ADDRESS: STREET 1: TWO SOUND VIEW DRIVE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-524-5272 MAIL ADDRESS: STREET 1: TWO SOUND VIEW DRIVE CITY: GREENWICH STATE: CT ZIP: 06830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARROWGRASS CAPITAL PARTNERS (US) LP CENTRAL INDEX KEY: 0001454288 IRS NUMBER: 134365038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 44 203 100 1000 MAIL ADDRESS: STREET 1: 245 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 SC 13G 1 p12-0171sc13g.htm BLUE WOLF MONGOLIA HOLDINGS CORP. p12-0171sc13g.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No.__)1
Blue Wolf Mongolia Holdings Corp.
(Name of Issuer)
 
Ordinary Shares, no par value
(Title of Class of Securities)
 
G11962100
(CUSIP Number)
 
July 15, 2011
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
x
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 8 Pages)

______________________________
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 (the "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.  G11962100
 
13G
Page 2 of 8 Pages



     
1
NAMES OF REPORTING PERSONS
Arrowgrass Capital Partners (US) LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
- 0 -
6
SHARED VOTING POWER
704,200 Ordinary Shares
7
SOLE DISPOSITIVE POWER
- 0 -
8
SHARED DISPOSITIVE POWER
704,200 Ordinary Shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
704,200 Ordinary Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%
12
TYPE OF REPORTING PERSON
IA, PN


     

 
 

 
CUSIP No.  G11962100
 
13G
Page 3 of 8 Pages



     
1
NAMES OF REPORTING PERSONS
Arrowgrass Capital Services (US) Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
- 0 -
6
SHARED VOTING POWER
704,200 Ordinary Shares
7
SOLE DISPOSITIVE POWER
- 0 -
8
SHARED DISPOSITIVE POWER
704,200 Ordinary Shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
704,200 Ordinary Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%
12
TYPE OF REPORTING PERSON
CO


     

 
 

 
CUSIP No.  G11962100
 
13G
Page 4 of 8 Pages



Item 1 (a).
NAME OF ISSUER.
   
 
The name of the issuer is Blue Wolf Mongolia Holdings Corp. (the "Company").

Item 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
 
The Company's principal executive offices are located at Two Greenwich Office Park, Suite 300, Greenwich, CT 06831.

Item 2 (a).
NAME OF PERSON FILING:

 
This statement is filed by:
   
 
(i)
Arrowgrass Capital Partners (US) LP ("ACP"), a Delaware limited partnership, which serves as the investment manager to Arrowgrass Master Fund, Ltd. (the "Arrowgrass Fund"), with respect to the Ordinary Shares (as defined below) directly held by the Arrowgrass Fund; and
   
 
(ii)
Arrowgrass Capital Services (US) Inc. ("ACS"), a Delaware corporation, which serves as the general partner of ACP, with respect to the Ordinary Shares directly held by the Arrowgrass Fund.
     
 
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
   
 
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Ordinary Shares reported herein.

Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 
The address of the business office of each of the Reporting Persons is 1330 Avenue of the Americas, 32nd Floor, New York, New York 10019.

Item 2(c).
CITIZENSHIP:

 
ACP is a limited partnership organized under the laws of the State of Delaware. ACS is a corporation organized under the laws of the State of Delaware.
 

Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Ordinary Shares, no par value (the "Ordinary Shares").

Item 2(e).
CUSIP NUMBER:
   
 
G11962100
 
 
 
 

 
CUSIP No.  G11962100
 
13G
Page 5 of 8 Pages

 
Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 
(a)
¨
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)
¨
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)
¨
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
(e)
x
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
¨
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)
x
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h)
¨
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)
¨
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
 
 
(j)
¨
Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
 
(k)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:
   

Item 4.
OWNERSHIP.

 
A.
Arrowgrass Capital Partners (US) LP
   
(a)
Amount beneficially owned: 704,200 Ordinary Shares
   
(b)
Percent of Class: 7.0%. The percentages used herein and in the rest of the Schedule 13G are calculated based upon 10,062,500 Ordinary Shares outstanding, which reflects the number of Ordinary Shares outstanding, as of January 13, 2012, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2011 filed on January 13, 2012.
   
(c)
(i)
Sole power to vote or direct the vote: -0-
     
(ii)
Shared power to vote or direct the vote: 704,200 Ordinary Shares
     
(iii)
Sole power to dispose or direct the disposition: -0-
     
(iv)
Shared power to dispose or direct the disposition: 704,200 Ordinary Shares
         
 
 
 
 

 
 
CUSIP No.  G11962100
 
13G
Page 6 of 8 Pages

 
 
 
B.
Arrowgrass Capital Services (US) Inc.
   
(a)
Amount beneficially owned: 704,200 Ordinary Shares
   
(b)
Percent of Class: 7.0%.
   
(c)
(i)
Sole power to vote or direct the vote: -0-
      (ii) Shared power to vote or direct the vote: 704,200 Ordinary Shares
      (iii)  Sole power to dispose or direct the disposition: -0-
      (iv)  Shared power to dispose or direct the disposition: 704,200 Ordinary Shares
 
Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
Not applicable.

Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
Not applicable.

Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
 
Not applicable.

Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
 
Not applicable.

Item 9.
NOTICE OF DISSOLUTION OF GROUP.
   
 
Not applicable.

Item 10.
CERTIFICATION.

 
Each of the Reporting Persons hereby makes the following certification:
 
By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.


     

 
 

 
CUSIP No.  G11962100
 
13G
Page 7 of 8 Pages



SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED:  February 1, 2012
 
 
ARROWGRASS CAPITAL PARTNERS (US) LP
 
By: Arrowgrass Capital Service (US) Inc.,
       its General Partner
   
 
/s/ Sean Flynn
 
Name:         Sean Flynn
 
Title:           Director
   
   
 
ARROWGRASS CAPITAL SERVICES (US) INC.
   
 
/s/ Sean Flynn
 
Name:         Sean Flynn
 
Title:           Director
   
 
 
 
     

 
 

 
CUSIP No.  G11962100
 
13G
Page 8 of 8 Pages



EXHIBIT 1
 
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.
 
DATED:  February 1, 2012
 
 
ARROWGRASS CAPITAL PARTNERS (US) LP
 
By: Arrowgrass Capital Service (US) Inc.,
       its General Partner
   
 
/s/ Sean Flynn
 
Name:         Sean Flynn
 
Title:           Director
   
   
 
ARROWGRASS CAPITAL SERVICES (US) INC.
   
 
/s/ Sean Flynn
 
Name:         Sean Flynn
 
Title:           Director