Global Consumer Acquisition Corp. - Statement of Ownership (SC 13G)
December 03 2007 - 4:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
)*
GLOBAL CONSUMER ACQUISITION CORP.
COMMON STOCK, $0.0001 PAR VALUE
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(Title of Class of Securities)
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378983100
NOVEMBER 21, 2007
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
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*
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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.
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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
).
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CUSIP No. 378983100
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13G
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Page
2
of 14 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Highfields Capital Management LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. SOLE VOTING POWER
2,950,000*
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6. SHARED VOTING POWER
—0—
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7. SOLE DISPOSITIVE POWER
2,950,000*
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8. SHARED DISPOSITIVE POWER
—0—
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,950,000*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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*See Item 4.
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CUSIP No. 378983100
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13G
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Page
3
of 14 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Highfields GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. SOLE VOTING POWER
2,950,000*
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6. SHARED VOTING POWER
—0—
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7. SOLE DISPOSITIVE POWER
2,950,000*
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8. SHARED DISPOSITIVE POWER
—0—
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,950,000*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*See Item 4.
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CUSIP No. 378983100
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13G
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Page
4
of 14 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Highfields Associates LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. SOLE VOTING POWER
2,950,000*
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6. SHARED VOTING POWER
—0—
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7. SOLE DISPOSITIVE POWER
2,950,000*
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8. SHARED DISPOSITIVE POWER
—0—
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,950,000*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*See Item 4.
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CUSIP No. 378983100
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13G
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Page
5
of 14 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathon S. Jacobson
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. SOLE VOTING POWER
2,950,000*
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6. SHARED VOTING POWER
—0—
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7. SOLE DISPOSITIVE POWER
2,950,000*
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8. SHARED DISPOSITIVE POWER
—0—
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,950,000*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*See Item 4.
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CUSIP No. 378983100
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13G
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Page
6
of 14 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard L. Grubman
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. SOLE VOTING POWER
2,950,000*
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6. SHARED VOTING POWER
—0—
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7. SOLE DISPOSITIVE POWER
2,950,000*
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8. SHARED DISPOSITIVE POWER
—0—
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,950,000*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*See Item 4.
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CUSIP No. 378983100
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13G
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Page
7
of 14 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Highfields Capital III L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. SOLE VOTING POWER
2,236,690*
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6. SHARED VOTING POWER
—0—
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7. SOLE DISPOSITIVE POWER
2,236,690*
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8. SHARED DISPOSITIVE POWER
—0—
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,236,690*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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*See Item 4.
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CUSIP No. 378983100
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13G
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Page
8
of 14 Pages
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Item 1
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(a).
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Name of Issuer:
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Global Consumer Acquisition Corp. (the “Issuer”)
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Item 1
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(b).
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Address of Issuer’s Principal Executive Offices:
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1370 Avenue of the Americas, 28th Floor, New York, New York 10019
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Item 2
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(a).
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Name of Person Filing:
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This statement is being filed by the following persons with respect to the shares of common stock (“Common Stock”) of the Issuer directly owned by Highfields Capital I
LP (“Highfields I”), Highfields Capital II LP (“Highfields II”) and Highfields Capital III L.P. (“Highfields III” and, collectively, the “Funds”):
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(i)
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Highfields Capital Management LP, a Delaware limited partnership (“Highfields Capital Management”) and investment manager to each of the Funds;
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(ii)
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Highfields GP LLC, a Delaware limited liability company (“Highfields GP”) and the General Partner of Highfields Capital Management;
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(iii)
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Highfields Associates LLC, a Delaware limited liability company (“Highfields Associates”) and the General Partner of the Funds;
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(iv)
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Jonathon S. Jacobson, a Managing Member of Highfields GP and a Senior Managing Member of Highfields Associates; and
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(v)
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Richard L. Grubman, a Managing Member of Highfields GP and a Senior Managing Member of Highfields Associates.
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This statement is also being filed by Highfields III, an exempted limited partnership organized under the laws of the Cayman Islands, with respect to the shares of Common Stock
owned by Highfields III (which shares of Common Stock are also included in the filings for Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman).
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Highfields Capital Management, Highfields GP, Highfields Associates, Highfields III, Mr. Jacobson and Mr. Grubman are sometimes individually referred to herein as a
“Reporting Person” and collectively as the “Reporting Persons.”
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Item 2
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(b).
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Address of Principal Business Office or, if None, Residence:
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Address for Highfields Capital Management, Highfields GP, Highfields Associates,
Mr. Jacobson and Mr. Grubman:
c/o Highfields Capital Management
John Hancock Tower
200 Clarendon Street, 59th Floor
Boston, Massachusetts 02116
Address for Highfields III:
c/o Goldman Sachs (Cayman) Trust Limited
Suite 3307, Gardenia Court
45 Market Street, Camana Bay
P.O. Box 896
Grand Cayman KY1-1103
Cayman Islands
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Item 2
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(c).
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Citizenship:
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Highfields Capital Management - Delaware
Highfields GP - Delaware
Highfields Associates - Delaware
Jonathon S. Jacobson - United States
Richard L. Grubman - United States
Highfields III - Cayman Islands
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Item 2
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(d).
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Title of Class of Securities:
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Common Stock, $0.0001 par value
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Item 2
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(e).
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CUSIP Number:
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378983100
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Item 3.
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Not applicable.
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CUSIP No. 378983100
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13G
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Page
9
of 14 Pages
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Item 4.
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Ownership.
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For Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman:
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(a)
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Amount beneficially owned: 2,950,000 shares of Common Stock
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(b)
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Percent of class: 7.9%
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(c)
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Number of shares of as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 2,950,000
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(ii)
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Shared power to vote or to direct the vote: —0—
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(iii)
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Sole power to dispose or to direct the disposition of: 2,950,000
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(iv)
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Shared power to dispose or to direct the disposition of: —0—
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For Highfields III:
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(a)
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Amount beneficially owned: 2,236,690 shares of Common Stock
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(b)
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Percent of class: 6.0%
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(c)
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Number of shares of as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 2,236,690
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(ii)
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Shared power to vote or to direct the vote: —0—
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(iii)
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Sole power to dispose or to direct the disposition of: 2,236,690
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(iv)
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Shared power to dispose or to direct the disposition of: —0—
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The number of shares of Common Stock beneficially owned by each of the Reporting Persons listed above is through their beneficial ownership of “units” of the Issuer.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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The shares of Common Stock beneficially owned by Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman are beneficially owned by the
Funds. Highfields III beneficially owns 6.0% of the shares of Common Stock and each of Highfields I and Highfields II individually owns less than 5% of the shares of Common Stock. Highfields Capital Management serves as the investment manager to
each of the Funds. Each of Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman has the power to direct the dividends from or the proceeds of the sale of the shares of Common Stock owned by the Funds.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification
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By signing below I certify that, to the best of my 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.
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CUSIP No. 378983100
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13G
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Page
10
of 14 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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December 3, 2007
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Date
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HIGHFIELDS CAPITAL MANAGEMENT LP
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By:
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Highfields GP LLC, its General Partner
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/s/ Joseph F. Mazzella
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Signature
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Joseph F. Mazzella, Authorized Signatory
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Name/Title
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HIGHFIELDS GP LLC
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|
|
|
/s/ Joseph F. Mazzella
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|
Signature
|
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Joseph F. Mazzella, Authorized Signatory
|
|
Name/Title
|
|
|
|
HIGHFIELDS ASSOCIATES LLC
|
|
|
|
/s/ Joseph F. Mazzella
|
|
Signature
|
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Joseph F. Mazzella, Authorized Signatory
|
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Name/Title
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|
|
JONATHON S. JACOBSON
|
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/s/ Joseph F. Mazzella
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Signature
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Joseph F. Mazzella, Authorized Signatory
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Name/Title
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CUSIP No. 378983100
|
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13G
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Page
11
of 14 Pages
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RICHARD L. GRUBMAN
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/s/ Joseph F. Mazzella
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Signature
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Joseph F. Mazzella, Authorized Signatory
|
|
Name/Title
|
|
|
|
HIGHFIELDS CAPITAL III L.P.
|
|
|
|
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By:
|
|
Highfields Associates LLC, its General Partner
|
|
|
|
/s/ Joseph F. Mazzella
|
|
Signature
|
|
|
|
Joseph F. Mazzella, Authorized Signatory
|
|
Name/Title
|
|
|
|
|
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|
CUSIP No. 378983100
|
|
13G
|
|
Page
12
of 14 Pages
|
EXHIBIT INDEX
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Exhibit 1.
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
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CUSIP No. 378983100
|
|
13G
|
|
Page
13
of 14 Pages
|
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
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 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, her or it contained herein, but shall not be responsible for the
completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
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December 3, 2007
|
|
Date
|
|
|
|
HIGHFIELDS CAPITAL MANAGEMENT LP
|
|
|
|
|
By:
|
|
Highfields GP LLC, its General Partner
|
|
|
|
/s/ Joseph F. Mazzella
|
|
Signature
|
|
|
|
Joseph F. Mazzella, Authorized Signatory
|
|
Name/Title
|
|
|
|
HIGHFIELDS GP LLC
|
|
|
|
/s/ Joseph F. Mazzella
|
|
Signature
|
|
|
|
Joseph F. Mazzella, Authorized Signatory
|
|
Name/Title
|
|
|
|
HIGHFIELDS ASSOCIATES LLC
|
|
|
|
/s/ Joseph F. Mazzella
|
|
Signature
|
|
|
|
Joseph F. Mazzella, Authorized Signatory
|
|
Name/Title
|
|
|
|
|
|
|
|
CUSIP No. 378983100
|
|
13G
|
|
Page
14
of 14 Pages
|
|
|
|
|
|
JONATHON S. JACOBSON
|
|
|
|
/s/ Joseph F. Mazzella
|
|
Signature
|
|
|
|
Joseph F. Mazzella, Authorized Signatory
|
|
Name/Title
|
|
|
|
RICHARD L. GRUBMAN
|
|
|
|
/s/ Joseph F. Mazzella
|
|
Signature
|
|
|
|
Joseph F. Mazzella, Authorized Signatory
|
|
Name/Title
|
|
|
|
HIGHFIELDS CAPITAL III L.P.
|
|
|
|
|
By:
|
|
Highfields Associates LLC, its General Partner
|
|
|
|
/s/ Joseph F. Mazzella
|
|
Signature
|
|
|
|
Joseph F. Mazzella, Authorized Signatory
|
|
Name/Title
|
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