Page 9 of 14 SEC Filing
13D
| CUSIP No. 45173K101 | Page 9 of 14 Pages |
Concurrently with the execution of the Merger Agreement, each of Michael Xiangyu Chen, Anfernee Song Guan,
Kingsun (Shanghai) Investment Co., Ltd.
, Beijing Junlianxinhai Private Equity Investment Partnership (Limited Partnership)
, Ruipu Lehua (Tianjin) Investment Center (Limited Partnership)
, Peking Pusi Investment Co., Ltd.
, V Capital Company Limited
, LT Prosperity (Tianjin) Asset Management Co., Ltd.
, Jiaxing Yaming Investment Partnership (Limited Partnership)
, Jiaxing Nuoxin Investment Partnership (Limited Partnership)
, Fortune Wisdom Venture Capital Co., Ltd.
, Newplus iDream Investment Partnership (Limited Partnership)
, Shanghai Super Star Venture Capital Partners (Limited Partnership)
, Guangxi Xi Hui He Ying Investment Management Partnership (Limited Partnership)
, Shanghai Greenwoods Asset Management Limited
, Shanghai Weiying Gefei Investment Management Ltd.
, Hengqin Dream Yongtai Equity Investment Enterprise (Limited Partnership)
and Hengqin Dream Ruitong Equity Investment Enterprise (Limited Partnership)
(collectively, the “Equity Investors”, together with the “Rollover Security holders”, collectively, the “Investors”) entered into an interim investors agreement with Holdco, Parent and
Merger Sub (the “Interim Investors Agreement”), which would govern, among other matters, the actions of Holdco, Parent and Merger Sub and the relationship among the Investors with respect to the Merger Agreement and the Transactions.
Concurrently with the execution of the Merger Agreement, each of the Equity Investors entered into an equity commitment letter (collectively, the “Equity
Commitment Letters”) with Holdco and Parent, pursuant to which such Equity Investor undertook to make certain equity contributions (such Equity Investor’s “Equity Commitment”) to Holdco and Parent the proceeds of which will be
used to fund the Transactions.
Concurrently with the execution of the Merger Agreement, each of the Equity Investors other than Hengqin Dream Yongtai
Equity Investment Enterprise (Limited Partnership)
entered into a limited guarantee (each a “Limited Guarantee”) with the Issuer to guarantee a portion of the Parent’s obligation to pay the Parent Termination Fee (as defined under the Merger
Agreement) and certain other payment obligations of Parent in relation to the financing for the Merger.
Prior to the execution of the Merger Agreement,
the Lender executed a debt commitment letter in favor of Merger Sub (the “Debt Commitment Letter”), pursuant to which the Lender has agreed, subject to the terms and conditions set forth therein, to make available to Merger Sub certain
credit facilities immediately prior to the closing of the Transactions.
References to each of the Merger Agreement, the Support Agreement, the Interim
Investors Agreement, the Equity Commitment Letters, the Limited Guarantees and the Debt Commitment Letter in this Schedule 13D are qualified in their entirety by reference to such above-mentioned documents, as applicable, which are attached hereto
as exhibits and incorporated herein by reference as if set forth in their entirety herein.
If the Merger is completed, the ADSs would be delisted from
the NASDAQ Global Select Market, and the Issuer’s obligation to file periodic reports under the Exchange Act, would terminate. In addition, consummation of the Transactions could result in one or more of the actions specified in clauses
(a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors of the Issuer (as the surviving
company in the Merger), and a change in the Issuer’s memorandum and articles of association to reflect that the Issuer would become a privately held company.
| Item 5. | Interest in Securities of the Issuer. |
(a) – (b) The following disclosure assumes that there are
102,847,471 Class A Shares (excluding treasury shares and Class A Shares deposited with the depositary and reserved for issuance upon exercise of outstanding options and vesting of restricted shares) and 81,446,120 Class B Shares issued
and outstanding as of December 31, 2015, as disclosed by the Issuer.
