0000902664-13-001775.txt : 20130329 0000902664-13-001775.hdr.sgml : 20130329 20130329163036 ACCESSION NUMBER: 0000902664-13-001775 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130329 DATE AS OF CHANGE: 20130329 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HF2 FINANCIAL MANAGEMENT INC. CENTRAL INDEX KEY: 0001562214 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 461314400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87370 FILM NUMBER: 13728035 BUSINESS ADDRESS: STREET 1: 999 18TH STREET, SUITE 3000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-893-2902 MAIL ADDRESS: STREET 1: 999 18TH STREET, SUITE 3000 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: H2 FINANCIAL MANAGEMENT INC. DATE OF NAME CHANGE: 20121114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIDSON KEMPNER PARTNERS CENTRAL INDEX KEY: 0000928549 IRS NUMBER: 133393346 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MHD MANAGEMENT CO. STREET 2: 65 EAST 55TH STREET, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 446-4000 MAIL ADDRESS: STREET 1: C/O MHD MANAGEMENT CO. STREET 2: 65 EAST 55TH STREET, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 p13-1010sc13g.htm HF2 FINANCIAL MANAGEMENT INC.

  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 

HF2 Financial Management, Inc.

(Name of Issuer)
 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

40421A104

(CUSIP Number)
 

March 22, 2013

(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)
x 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 (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).

Page 1 of 16 Pages

 

 
CUSIP No. 40421A104Schedule 13GPage 2 of 16 Pages

 

1

NAME OF REPORTING PERSON

Davidson Kempner Partners

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

231,530

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

231,530

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

231,530

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.13%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 40421A104Schedule 13GPage 3 of 16 Pages

 

1

NAME OF REPORTING PERSON

Davidson Kempner Institutional Partners, L.P.

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

535,080

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

535,080

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

535,080

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.61%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 40421A104Schedule 13GPage 4 of 16 Pages

 

1

NAME OF REPORTING PERSON

Davidson Kempner International, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

533,390

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

533,390

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

533,390

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.60%

12

TYPE OF REPORTING PERSON

CO

         

 

______________________________________________________________________________

 
CUSIP No. 40421A104Schedule 13GPage 5 of 16 Pages

 

1

NAME OF REPORTING PERSON

Davidson Kempner Capital Management LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,300,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,300,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,300,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.33%

12

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. 40421A104Schedule 13GPage 6 of 16 Pages

 

1

NAME OF REPORTING PERSON

Thomas L. Kempner, Jr.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,300,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,300,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,300,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.33%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 40421A104Schedule 13GPage 7 of 16 Pages

 

1

NAME OF REPORTING PERSON

Stephen M. Dowicz

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,300,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,300,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,300,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.33%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 40421A104Schedule 13GPage 8 of 16 Pages

 

ITEM 1(a). NAME OF ISSUER:
  HF2 Financial Management, Inc. (the "Company")
   
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
  999 18th Street, Suite 3000, Denver, Colorado 80202
   
ITEM 2(a). NAME OF PERSON FILING:
   

This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":

  (i) Davidson Kempner Partners, a New York limited partnership ("DKP"). MHD Management Co., a New York limited partnership ("MHD"), is the general partner of DKP and MHD Management Co. GP, L.L.C., a Delaware limited liability company is the general partner of MHD.  DKCM (as defined below) is responsible for the voting and investment decisions of DKP;
     
  (ii) Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership ("DKIP"). Davidson Kempner Advisers Inc., a New York corporation, is the general partner of DKIP. DKCM is responsible for the voting and investment decisions of DKIP;
     
  (iii) Davidson Kempner International, Ltd., a British Virgin Islands corporation ("DKIL").  Davidson Kempner International Advisors, L.L.C., a Delaware limited liability company, is the investment manager of DKIL. DKCM is responsible for the voting and investment decisions of DKIL;
     
  (iv) Davidson Kempner Capital Management LLC, a New York limited liability company and a registered investment adviser with the U.S. Securities and Exchange Commission, acts as investment manager to each of DKP, DKIP, and DKIL ("DKCM") either directly or by virtue a sub-advisory agreement with the investment manager of the relevant fund.  The managing members of DKCM are Messrs. Thomas L. Kempner, Jr., Stephen M. Dowicz, Timothy I. Levart, Robert J. Brivio, Jr., Anthony A. Yoseloff, Eric P. Epstein, Avram Z. Friedman, Conor Bastable, Shulamit Leviant and Morgan Blackwell; and
     
  (v) Messrs. Thomas L. Kempner, Jr., and Stephen M. Dowicz through DKCM, are responsible for the voting and investment decisions relating to the securities held by DKP, DKIP and DKIL reported herein.

 

 
CUSIP No. 40421A104Schedule 13GPage 9 of 16 Pages

 

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
   

The address of the principal business office of each of the Reporting Persons is c/o Davidson Kempner Partners, 65 East 55th Street, 19th Floor, New York, New York 10022.

 

ITEM 2(c). CITIZENSHIP:
   

 

  (i) DKP – a New York limited partnership
     
  (ii) DKIP – a Delaware limited partnership
     
  (iii) DKIL – a British Virgin Islands corporation
     
  (iv) DKCM – a New York limited liability company
     
  (v) Messrs. Thomas L. Kempner, Jr. and Stephen M. Dowicz – United States

 

ITEM 2(d). TITLE OF CLASS OF SECURITIES:
   

Class A Common Stock, par value $0.0001 (the "Common Stock")

ITEM 2(e). CUSIP NUMBER:
   

The CUSIP number of the Common Stock is 40421A104.

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
   

 

  (a) [  ] Broker or dealer registered under Section 15 of the Act;
       
  (b) [  ] Bank as defined in Section 3(a)(6) of the Act;
       
  (c) [  ] Insurance Company as defined in Section 3(a)(19) of the Act;
       
  (d) [  ] Investment Company registered under Section 8 of the Investment Company Act of 1940;
       
  (e) [  ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940:  see Rule 13d-1(b)(1)(ii)(E);
       
  (f) [  ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);
       

 

 
CUSIP No. 40421A104Schedule 13GPage 10 of 16 Pages

 

  (g) [  ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);
       
  (h) [  ] Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act;
       
  (i) [  ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;
       
  (j) [  ] Non-U.S. institution in accordance with Rule 13-1(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.
   

The percentages used in this Schedule 13G are calculated based upon 20,539,875 shares of Common Stock reported to be outstanding in the Company's Rule 424(b)(1) Prospectus filed on March 22, 2013 after the consummation of the transactions reported therein.

  A. DKP
     

 

    (a) Amount beneficially owned:  231,530 shares of Common Stock.
       
    (b) Percent of class:  1.13%.
       
    (c) Number of shares as to which such person has:

 

      (i) sole power to vote or to direct the vote:  0
         
      (ii) shared power to vote or to direct the vote:  231,530 shares of Common Stock.
      (iii) sole power to dispose or to direct the disposition:  0
         
      (iv) shared power to dispose or to direct the disposition:  231,530 shares of Common Stock.
       

 

 
CUSIP No. 40421A104Schedule 13GPage 11 of 16 Pages

 

  B. DKIP
       

 

    (a) Amount beneficially owned:  535,080 shares of Common Stock.
       
    (b) Percent of class:  2.61%. 
       
    (c) Number of shares as to which such person has

 

      (i) sole power to vote or to direct the vote:  0
         
      (ii) shared power to vote or to direct the vote:  535,080 shares of Common Stock.
         
      (iii) sole power to dispose or to direct the disposition:  0
         
      (iv) shared power to dispose or to direct the disposition:  535,080 shares of Common Stock
       

 

  C. DKIL
       

 

    (a) Amount beneficially owned:  533,390 shares of Common Stock.
       
    (b) Percent of class:  2.60%.
       
    (c) Number of shares as to which such person has:

 

      (i) sole power to vote or to direct the vote:  0
         
      (ii) shared power to vote or to direct the vote:  533,390 shares of Common Stock.
         
      (iii) sole power to dispose or to direct the disposition:  0
         
      (iv) shared power to dispose or to direct the disposition:  533,390 shares of Common Stock.
       

 

 
CUSIP No. 40421A104Schedule 13GPage 12 of 16 Pages

 

  D. DKCM
       

 

    (a) Amount beneficially owned:  1,300,000 shares of Common Stock.
       
    (b) Percent of class:  6.33%.
       
    (c) Number of shares as to which such person has

 

      (i) sole power to vote or to direct the vote:  0
         
      (ii) shared power to vote or to direct the vote:  1,300,000 shares of Common Stock. 
         
      (iii) sole power to dispose or to direct the disposition:  0
         
      (iv) shared power to dispose or to direct the disposition:  1,300,000 shares of Common Stock.
       

 

  E. Thomas L. Kempner, Jr. and Stephen M. Dowicz
       

 

    (a) Amount beneficially owned:  1,300,000 shares of Common Stock.
       
    (b) Percent of class:  6.33%.
       
    (c) Number of shares as to which such person has:

 

      (i) sole power to vote or to direct the vote:  0
         
      (ii) shared power to vote or to direct the vote:  1,300,000 shares of Common Stock.
         
      (iii) sole power to dispose or to direct the disposition:  0
         
      (iv) shared power to dispose or to direct the disposition:  1,300,000 shares of Common Stock.
       

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  Not Applicable.

 

 
CUSIP No. 40421A104Schedule 13GPage 13 of 16 Pages

 

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.
   
   

 

ITEM 10. CERTIFICATION. 
   

Each of the Reporting Persons hereby makes the following certification:

By signing below we certify that, to the best of our 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.

 

 

 
CUSIP No. 40421A104Schedule 13GPage 14 of 16 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.

March 29, 2013 davidson kempner partners
  By: MHD Management Co.,
  its General Partner
   
  By:  MHD Management Co. GP, L.L.C.,
  its General Partner
   
 

/s/ Thomas L. Kempner, Jr.

  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  DAVIDSON KEMPNER institutional partners, L.P.
  By:  Davidson Kempner Advisers Inc.,
  its General Partner
   
 

/s/ Thomas L. Kempner, Jr.

  Name:  Thomas L. Kempner, Jr.
  Title:    President
   
  davidson kempner international, ltd.
  By: Davidson Kempner International Advisors, L.L.C.,
  its Investment Manager
   
 

/s/ Thomas L. Kempner, Jr.

  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
 

/s/ Thomas L. Kempner, Jr.

  Thomas L. Kempner, Jr.
   
 

/s/ Stephen M. Dowicz

  Stephen M. Dowicz
   

 

 
CUSIP No. 40421A104Schedule 13GPage 15 of 16 Pages

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 him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

March 29, 2013 davidson kempner partners
  By: MHD Management Co.,
  its General Partner
   
  By: MHD Management Co. GP, L.L.C.,
  its General Partner
   
 

/s/ Thomas L. Kempner, Jr.

  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  DAVIDSON KEMPNER institutional partners, L.P.
  By: Davidson Kempner Advisers Inc.,
  its General Partner
   
 

/s/ Thomas L. Kempner, Jr.

  Name:  Thomas L. Kempner, Jr.
  Title:    President
   
  davidson kempner international, ltd.
  By: Davidson Kempner International Advisors, L.L.C.,
  its Investment Manager
   
 

/s/ Thomas L. Kempner, Jr.

  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  Davidson Kempner Capital Management LLC
   
 

/s/ Thomas L. Kempner, Jr.

  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member

 

 
CUSIP No. 40421A104Schedule 13GPage 16 of 16 Pages

 

 

   
   
 

/s/ Thomas L. Kempner, Jr.

  Thomas L. Kempner, Jr.
   
 

/s/ Stephen M. Dowicz

  Stephen M. Dowicz