- Statement of Ownership (SC 13G)
May 25 2011 - 4:41PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Universal Business Payment Solutions Acquisition Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
913384202
(CUSIP Number)
May 10, 2011
(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)
þ
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 (“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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1.
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NAMES OF REPORTING PERSONS.
Hayman Capital Management, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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Delaware
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5.
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SOLE VOTING POWER
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NUMBER OF
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833,333
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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833,333
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WITH:
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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833,333
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.5%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1.
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NAMES OF REPORTING PERSONS.
Hayman Investments, L.L.C.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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Texas
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5.
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SOLE VOTING POWER
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NUMBER OF
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833,333
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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833,333
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WITH:
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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833,333
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.5%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO/HC
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1.
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NAMES OF REPORTING PERSONS.
J. Kyle Bass
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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United States
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5.
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SOLE VOTING POWER
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NUMBER OF
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833,333
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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833,333
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WITH:
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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833,333
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.5%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN/HC
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Item 1.
(a) Name of Issuer
Universal Business Payment Solutions Acquisition Corporation
(b) Address of Issuer’s Principal Executive Offices
Radnor Financial Center
150 North Radnor-Chester Road, Suite F-200
Radnor, Pennsylvania 19087
Item 2.
(a) Name of Person Filing
This statement is jointly filed by and on behalf of each of Hayman Capital Management, L.P.,
Hayman Investments, L.L.C., and J. Kyle Bass. Hayman Capital Management acts as an investment
adviser to, and manages investment and trading accounts of, other persons, including Hayman Capital
Master Fund, L.P. Hayman Capital Management may be deemed, through investment advisory contracts
or otherwise, to beneficially own securities owned by other persons, including Hayman Capital
Master Fund. Hayman Investments is the general partner of Hayman Capital Management and may be
deemed to control Hayman Capital Management and beneficially own securities owned by Hayman Capital
Management. Mr. Bass is the managing member of Hayman Investments and may be deemed to control
Hayman Investments and beneficially own securities owned by Hayman Investments.
Each reporting person declares that neither the filing of this statement nor anything herein
shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g)
of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each reporting person may be deemed to be a member of a group with respect to the issuer or
securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting
person declares that neither the filing of this statement nor anything herein shall be construed as
an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any
other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a
partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding,
or disposing of securities of the issuer or otherwise with respect to the issuer or any securities
of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any
securities of the issuer.
(b) Address of Principal Business Office or, if none, Residence
The address of the principal business office of each reporting person is 2101 Cedar Springs
Road, Suite 1400, Dallas, Texas 75201.
(c) Citizenship
See Item 4 on the cover page(s) hereto.
(d) Title of Class of Securities
Common Stock, par value $0.001 per share
(e) CUSIP Number
913384202
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is:
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(a)
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A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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An investment company registered under Section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-
1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-
1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d—1(b)(1)(ii)(J);
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(k)
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A group, in accordance with §240.13d-1(b)(1)(ii)(K).
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(a) Amount beneficially owned:
See Item 9 on the cover page(s) hereto.
(b) Percent of class:
See Item 11 on the cover page(s) hereto.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover page(s) hereto.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page(s) hereto.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page(s) hereto.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page(s) hereto.
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Item 5.
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Ownership of 5% or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following
o
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Item 6.
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Ownership of More than 5 Percent on Behalf of Another Person
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Hayman Capital Master Fund, L.P. is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the securities covered by this
statement that may be deemed to be beneficially owned by the reporting persons.
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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 or Control Person.
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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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Each reporting person may be deemed to be a member of a group with respect to the issuer or
securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting
person declares that neither the filing of this statement nor anything herein shall be construed as
an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any
other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a
partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding,
or disposing of securities of the issuer or otherwise with respect to the issuer or any securities
of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any
securities of the issuer.
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Item 9.
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Notice of Dissolution of Group
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Each reporting person may be deemed to be a member of a group with respect to the issuer or
securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting
person declares that neither the filing of this statement nor anything herein shall be construed as
an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any
other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a
partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding,
or disposing of securities of the issuer or otherwise with respect to the issuer or any securities
of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any
securities of the issuer.
By signing below each signatory 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify
that the information set forth in this statement is true, complete and correct.
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Date: May 25, 2011
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Hayman Capital Management, L.P.
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By:
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Hayman Investments, L.L.C.,
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its General Partner
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By:
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/s/ Christopher E. Kirkpatrick
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Name:
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Christopher E. Kirkpatrick
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Title:
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Authorized Signatory
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Hayman Investments, L.L.C.
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By:
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/s/ Christopher E. Kirkpatrick
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Name:
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Christopher E. Kirkpatrick
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Title:
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Authorized Signatory
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J. Kyle Bass
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By:
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/s/ J. Kyle Bass
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Name:
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J. Kyle Bass
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EXHIBIT INDEX
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Exhibit
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Description of Exhibit
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99.1
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Joint Filing Agreement
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