0000902664-15-002434.txt : 20150511 0000902664-15-002434.hdr.sgml : 20150511 20150511163034 ACCESSION NUMBER: 0000902664-15-002434 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150511 DATE AS OF CHANGE: 20150511 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Arowana Inc. CENTRAL INDEX KEY: 0001622577 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88834 FILM NUMBER: 15851161 BUSINESS ADDRESS: STREET 1: LEVEL 11 STREET 2: 153 WALKER STREET CITY: NORTH SYDNEY STATE: C3 ZIP: NSW 2060 BUSINESS PHONE: 612-8083-9600 MAIL ADDRESS: STREET 1: LEVEL 11 STREET 2: 153 WALKER STREET CITY: NORTH SYDNEY STATE: C3 ZIP: NSW 2060 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 p15-1251sc13g.htm AROWANA INC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. __)*
 

Arowana Inc.

(Name of Issuer)
 

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)
 

G05011138**

(CUSIP Number)
 

May 1, 2015

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 14 Pages)

 

______________________________

*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 Ordinary Shares have no CUSIP number.  The CINS number for the Ordinary Shares is G05011138.

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. G0501113813GPage 2 of 14 Pages

 

1

NAME OF REPORTING PERSON

Davidson Kempner Partners

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

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

140,070

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

140,070

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

140,070

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.44%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. G0501113813GPage 3 of 14 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) ý

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

283,570

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

283,570

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

283,570

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.92%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. G0501113813GPage 4 of 14 Pages

 

1

NAME OF REPORTING PERSON

Davidson Kempner International, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

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

276,360

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

276,360

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

276,360

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.84%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. G0501113813GPage 5 of 14 Pages

 

1

NAME OF REPORTING PERSON

Davidson Kempner Capital Management LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

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

700,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

700,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

700,000

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.20%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. G0501113813GPage 6 of 14 Pages

 

1

NAME OF REPORTING PERSON

Thomas L. Kempner, Jr.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

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

700,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

700,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

700,000

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.20%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. G0501113813GPage 7 of 14 Pages

 

1

NAME OF REPORTING PERSON

Robert J. Brivio, Jr.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

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

700,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

700,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

700,000

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.20%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. G0501113813GPage 8 of 14 Pages

 

Item 1(a). NAME OF ISSUER
   
  Arowana Inc. (the "Issuer")

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  Level 11, 153 Walker Street,  North Sydney, NSW 2060, Australia.

 

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 business company ("DKIL").  DKCM is the investment manager of DKIL and is responsible for the voting and investment decisions of DKIL;
     
  (iv) Davidson Kempner Capital Management LP, a Delaware limited partnership 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"). DKCM GP LLC, a Delaware limited liability company, is the general partner of DKCM.  The managing members of DKCM are Messrs. Thomas L. Kempner, Jr., Timothy I. Levart, Robert J. Brivio, Jr., Eric P. Epstein, Anthony A. Yoseloff, Avram Z. Friedman, Conor Bastable, Morgan P. Blackwell, Shulamit Leviant, Patrick W. Dennis and Gabriel T. Schwartz; and
     
  (v) Messrs. Thomas L. Kempner, Jr. and Robert J. Brivio, Jr. through DKCM, are responsible for the voting and investment decisions relating to the securities held by DKP, DKIP and DKIL reported herein.  
     

 

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

 

 
CUSIP No. G0501113813GPage 9 of 14 Pages

 

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 Delaware limited partnership
   
  (v) Messrs. Thomas L. Kempner, Jr. and Robert J. Brivio, Jr. – United States

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Ordinary Shares, par value $0.0001 per share (the "Ordinary Shares")

 

Item 2(e). CUSIP NUMBER
   
  The Ordinary Shares have no CUSIP number.  The CINS number for the Ordinary Shares is G05011138.

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 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) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A 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: ______________________________________________

 

 
CUSIP No. G0501113813GPage 10 of 14 Pages

  

Item 4. OWNERSHIP
   

  The percentages used in this Schedule 13G are calculated based upon 9,725,000 Ordinary Shares reported to be outstanding in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) on May 1, 2015 after giving effect to the completion of the offering and simultaneous sale of private  units, all as described therein.
   
  A. DKP
    (a) Amount beneficially owned: 140,070
     
    (b) Percent of class:  1.44%
     
    (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:  140,070
      (iii) sole power to dispose or to direct the disposition:  0
      (iv) shared power to dispose or to direct the disposition:  140,070

 

   
  B. DKIP
    (a) Amount beneficially owned:  283,570
     
    (b) Percent of class:  2.92%
     
    (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:  283,570
      (iii) sole power to dispose or to direct the disposition:  0
      (iv) shared power to dispose or to direct the disposition:  283,570
           

 

   
  C. DKIL  
    (a) Amount beneficially owned:  276,360
     
    (b) Percent of class:  2.84%
     
    (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:  276,360
      (iii) sole power to dispose or to direct the disposition:  0
      (iv) shared power to dispose or to direct the disposition:  276,360

 

 
CUSIP No. G0501113813GPage 11 of 14 Pages

  

   
  D. DKCM
    (a) Amount beneficially owned:  700,000
     
    (b) Percent of class:  7.20%
     
    (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:  700,000
      (iii) sole power to dispose or to direct the disposition:  0
      (iv) shared power to dispose or to direct the disposition:  700,000

 

  E. Thomas L. Kempner, Jr.
    (a) Amount beneficially owned:  700,000
     
    (b) Percent of class:  7.20%
     
    (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:  700,000
      (iii) sole power to dispose or to direct the disposition:  0
      (iv) shared power to dispose or to direct the disposition:  700,000

 

         
  F. Robert J. Brivio, Jr.
    (a) Amount beneficially owned:  700,000
         
    (b) Percent of class:  7.20%
         
    (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:  700,000
      (iii) sole power to dispose or to direct the disposition:  0
      (iv) shared power to dispose or to direct the disposition:  700,000

 

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 OR CONTROL PERSON
   
  Not applicable.

 

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

 
CUSIP No. G0501113813GPage 12 of 14 Pages

 

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 his or its 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. G0501113813GPage 13 of 14 Pages

SIGNATURES

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

DATE: May 11, 2015

  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 Capital Management LP,
  its Investment Manager
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  davidson kempner CAPITAL MANAGEMENT LP
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member

   
  /s/ Thomas L. Kempner, Jr.
  THOMAS L. KEMPNER, JR.
   
  /s/  Robert J. Brivio, Jr.
  ROBERT J. BRIVIO, JR.
   
   
   
 
CUSIP No. G0501113813GPage 14 of 14 Pages

JOINT FILING AGREEMENT
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 filing agreements. 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 herein and 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.

DATE: May 11, 2015

  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 Capital Management LP,
  its Investment Manager
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member

   
  davidson kempner CAPITAL MANAGEMENT LP
   
  /s/ Thomas L. Kempner, Jr.
  Name:  Thomas L. Kempner, Jr.
  Title:    Executive Managing Member
   
  /s/ Thomas L. Kempner, Jr.
  THOMAS L. KEMPNER, JR.
   
  /s/  Robert J. Brivio, Jr.
  ROBERT J. BRIVIO, JR.