0000902664-17-003134.txt : 20170731 0000902664-17-003134.hdr.sgml : 20170731 20170731162924 ACCESSION NUMBER: 0000902664-17-003134 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170731 DATE AS OF CHANGE: 20170731 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Federal Street Acquisition Corp. CENTRAL INDEX KEY: 0001701821 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90056 FILM NUMBER: 17993323 BUSINESS ADDRESS: STREET 1: C/O THOMAS H LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 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: 520 MADISON AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 446-4000 MAIL ADDRESS: STREET 1: C/O MHD MANAGEMENT CO. STREET 2: 520 MADISON AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 p17-1554sc13g.htm FEDERAL STREET ACQUISITION CORP.

 

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

Federal Street Acquisition Corp.

(Name of Issuer)
 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

31421V206

(CUSIP Number)
 

July 19, 2017

(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 12 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 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. 31421V20613GPage 2 of 12 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

451,500

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

451,500

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

451,500

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.98%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 31421V20613GPage 3 of 12 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

979,750

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

979,750

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

979,750

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.13%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 31421V20613GPage 4 of 12 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

1,068,750

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,068,750

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,068,750

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.32%

12

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 31421V20613GPage 5 of 12 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

2,500,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,500,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,500,000

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.43%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 31421V20613GPage 6 of 12 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

2,500,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,500,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,500,000

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.43%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 31421V20613GPage 7 of 12 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

2,500,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,500,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,500,000

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.43%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 31421V20613GPage 8 of 12 Pages

 

Item 1(a). NAME OF ISSUER
   
  Federal Street Acquisition Corp. (the "Issuer")

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  100 Federal Street, 35th Floor, Boston, Massachusetts 02110.

 

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 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 Thomas L. Kempner, Jr., 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 Capital Management LP, 520 Madison Avenue, 30th Floor, New York, New York 10022.

 

 

CUSIP No. 31421V20613GPage 9 of 12 Pages

 

Item 2(c). CITIZENSHIP

 

  (i) DKP – a New York limited partnership

 

  (ii) DKIP – a Delaware limited partnership

 

  (iii) DKIL – a British Virgin Islands business company

 

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

 

Item 2(e). CUSIP NUMBER
   
 

31421V206

 

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. 31421V20613GPage 10 of 12 Pages

 

Item 4. OWNERSHIP.

 

  The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

  The percentages used in this Schedule 13G are calculated based upon 46,000,000 shares of Class A Common Stock reported to be outstanding in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2017.

 

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.

 

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. 31421V20613GPage 11 of 12 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: July 31, 2017

 

  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. 31421V20613GPage 12 of 12 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: July 31, 2017

  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.