You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Talent Fortune Investment Limited | 6,826,263 | 6,826,263 | 6,826,263 | 11.9% | ||
Talent Fortune Holdings Limited | 6,826,263 | 6,826,263 | 6,826,263 | 11.9% | ||
KKR China Growth Fund | 6,826,263 | 6,826,263 | 6,826,263 | 11.9% | ||
KKR Associates China Growth | 6,826,263 | 6,826,263 | 6,826,263 | 11.9% | ||
KKR China Growth Limited | 6,826,263 | 6,826,263 | 6,826,263 | 11.9% | ||
KKR Fund Holdings | 6,826,263 | 6,826,263 | 6,826,263 | 11.9% | ||
KKR Fund Holdings GP Limited | 6,826,263 | 6,826,263 | 6,826,263 | 11.9% | ||
KKR Group Holdings | 6,826,263 | 6,826,263 | 6,826,263 | 11.9% | ||
KKR Group Limited | 6,826,263 | 6,826,263 | 6,826,263 | 11.9% | ||
KKR Co | 6,826,263 | 6,826,263 | 6,826,263 | 11.9% | ||
KKR Management | 6,826,263 | 6,826,263 | 6,826,263 | 11.9% | ||
Henry R. Kravis | 6,826,263 | 6,826,263 | 6,826,263 | 11.9% | ||
George R. Roberts | 6,826,263 | 6,826,263 | 6,826,263 | 11.9% |
Page 1 of 22 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 3)
Tarena International, Inc. |
(Name of Issuer) |
Class A Ordinary Shares, par value $0.001 per share |
(Title of Class of Securities) |
G8675B 105 |
(CUSIP Number) |
David J. Sorkin, Esq. Kohlberg Kravis Roberts & Co. L.P 9 West 57th Street, Suite 4200 New York, New York 10019 Telephone: (212) 750-8300 with a copy to: John E. Lange, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP Hong Kong Club Building, 12th Floor 3A Chater Road, Central Hong Kong Telephone: +852-2846-0300 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
October 10, 2017 |
(Date of Event which Requires Filing of this Statement) |
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Page 2 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 2 of 22 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Talent Fortune Investment Limited | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS OO | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,826,263 Shares |
8 | SHARED VOTING POWER None | |
9 | SOLE DISPOSITIVE POWER 6,826,263 Shares | |
10 | SHARED DISPOSITIVE POWER None |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,826,263 Shares | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% of Class A Ordinary Shares1 | |
14 | TYPE OF REPORTING PERSON CO |
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Page 3 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 3 of 22 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Talent Fortune Holdings Limited | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,826,263 Shares |
8 | SHARED VOTING POWER None | |
9 | SOLE DISPOSITIVE POWER 6,826,263 Shares | |
10 | SHARED DISPOSITIVE POWER None |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,826,263 Shares | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% of Class A Ordinary Shares1 | |
14 | TYPE OF REPORTING PERSON CO |
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Page 4 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 4 of 22 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KKR China Growth Fund L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,826,263 Shares |
8 | SHARED VOTING POWER None | |
9 | SOLE DISPOSITIVE POWER 6,826,263 Shares | |
10 | SHARED DISPOSITIVE POWER None |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,826,263 Shares | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% of Class A Ordinary Shares1 | |
14 | TYPE OF REPORTING PERSON PN |
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Page 5 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 5 of 22 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KKR Associates China Growth L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,826,263 Shares |
8 | SHARED VOTING POWER None | |
9 | SOLE DISPOSITIVE POWER 6,826,263 Shares | |
10 | SHARED DISPOSITIVE POWER None |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,826,263 Shares | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% of Class A Ordinary Shares1 | |
14 | TYPE OF REPORTING PERSON PN |
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Page 6 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 6 of 22 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KKR China Growth Limited | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,826,263 Shares |
8 | SHARED VOTING POWER None | |
9 | SOLE DISPOSITIVE POWER 6,826,263 Shares | |
10 | SHARED DISPOSITIVE POWER None |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,826,263 Shares | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% of Class A Ordinary Shares1 | |
14 | TYPE OF REPORTING PERSON CO |
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Page 7 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 7 of 22 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KKR Fund Holdings L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,826,263 Shares |
8 | SHARED VOTING POWER None | |
9 | SOLE DISPOSITIVE POWER 6,826,263 Shares | |
10 | SHARED DISPOSITIVE POWER None |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,826,263 Shares | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% of Class A Ordinary Shares1 | |
14 | TYPE OF REPORTING PERSON PN |
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Page 8 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 8 of 22 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KKR Fund Holdings GP Limited | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,826,263 Shares |
8 | SHARED VOTING POWER None | |
9 | SOLE DISPOSITIVE POWER 6,826,263 Shares | |
10 | SHARED DISPOSITIVE POWER None |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,826,263 Shares | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% of Class A Ordinary Shares1 | |
14 | TYPE OF REPORTING PERSON CO |
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Page 9 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 9 of 22 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KKR Group Holdings L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,826,263 Shares |
8 | SHARED VOTING POWER None | |
9 | SOLE DISPOSITIVE POWER 6,826,263 Shares | |
10 | SHARED DISPOSITIVE POWER None |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,826,263 Shares | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% of Class A Ordinary Shares1 | |
14 | TYPE OF REPORTING PERSON PN |
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Page 10 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 10 of 22 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KKR Group Limited | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,826,263 Shares |
8 | SHARED VOTING POWER None | |
9 | SOLE DISPOSITIVE POWER 6,826,263 Shares | |
10 | SHARED DISPOSITIVE POWER None |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,826,263 Shares | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% of Class A Ordinary Shares1 | |
14 | TYPE OF REPORTING PERSON CO |
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Page 11 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 11 of 22 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KKR & Co. L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,826,263 Shares |
8 | SHARED VOTING POWER None | |
9 | SOLE DISPOSITIVE POWER 6,826,263 Shares | |
10 | SHARED DISPOSITIVE POWER None |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,826,263 Shares | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% of Class A Ordinary Shares1 | |
14 | TYPE OF REPORTING PERSON PN |
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Page 12 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 12 of 22 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KKR Management LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,826,263 Shares |
8 | SHARED VOTING POWER None | |
9 | SOLE DISPOSITIVE POWER 6,826,263 Shares | |
10 | SHARED DISPOSITIVE POWER None |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,826,263 Shares | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% of Class A Ordinary Shares1 | |
14 | TYPE OF REPORTING PERSON OO |
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Page 13 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 13 of 22 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Henry R. Kravis | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,826,263 Shares |
8 | SHARED VOTING POWER None | |
9 | SOLE DISPOSITIVE POWER 6,826,263 Shares | |
10 | SHARED DISPOSITIVE POWER None |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,826,263 Shares | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% of Class A Ordinary Shares1 | |
14 | TYPE OF REPORTING PERSON IN |
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Page 14 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 14 of 22 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George R. Roberts | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 6,826,263 Shares |
8 | SHARED VOTING POWER None | |
9 | SOLE DISPOSITIVE POWER 6,826,263 Shares | |
10 | SHARED DISPOSITIVE POWER None |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,826,263 Shares | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% of Class A Ordinary Shares1 | |
14 | TYPE OF REPORTING PERSON IN |
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Page 15 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 15 of 22 |
Item 1. | Security and Issuer |
Item 2. | Identity and Background |
(i) | Talent Fortune Investment Limited, a Cayman Islands exempted limited liability company (“Talent”); |
(ii) | Talent Fortune Holdings Limited, a Cayman Islands exempted limited liability company (“Talent Holdings”); |
(iii) | KKR China Growth Fund L.P., a Cayman Islands exempted limited partnership (“KKR CGF”); |
(iv) | KKR Associates China Growth L.P., a Cayman Islands exempted limited partnership (“KKR Associates”); |
(v) | KKR China Growth Limited, a Cayman Islands exempted limited company (“KKR China Growth”); |
(vi) | KKR Fund Holdings L.P, a Cayman Islands exempted limited partnership (“KKR Fund Holdings”); |
(vii) | KKR Fund Holdings GP Limited, a Cayman Islands limited company (“KKR Fund Holdings GP”), |
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Page 16 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 16 of 22 |
(viii) | KKR Group Holdings L.P., a Cayman Islands exempted limited partnership (“KKR Group Holdings”); |
(ix) | KKR Group Limited, a Cayman Islands limited company (“KKR Group”); |
(x) | KKR & Co. L.P., a Delaware limited partnership (“KKR & Co.”); |
(xi) | KKR Management LLC, a Delaware limited liability company (“KKR Management”); |
(xii) | Henry R. Kravis, a United States citizen; and |
(xiii) | George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xiii) are collectively referred to herein as the “Reporting Persons”). |
(b) | The address of the principal business office of Talent and Talent Holdings is: c/o KKR Asia Limited Level 56, Cheung Kong Center 2 Queen’s Road Central Hong Kong |
c/o Maple Corporate Services Limited
PO Box 309, Ugland House, Grand Cayman
KY1-1104, Cayman Islands
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Page 17 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 17 of 22 |
c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, Suite 4200
New York, NY 10019
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025
(c) | Talent was formed solely for the purpose of investing in the Issuer. Each of Talent Holdings and KKR CGF is principally engaged in the business of investing in other companies. Each of KKR Associates and KKR China Growth is principally engaged in the business of managing KKR CGF. Each of KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR Group, KKR & Co. and KKR Management is principally engaged as a holding company for subsidiaries engaged in the investment management business. |
Item 5. | Interest in Securities of the Issuer |
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Page 18 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 18 of 22 |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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Page 19 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 19 of 22 |
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Page 20 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 20 of 22 |
Item 7. | Material to Be Filed as Exhibits |
Exhibit A | Joint Filing Agreement dated June 22, 2015, by and among the Reporting Persons. |
Exhibit B | Powers of Attorney |
Exhibit C | Share Purchase Agreement dated June 13, 2015, by and among Talent, the GS Sellers, and Connion |
Exhibit D | Share Purchase Agreement dated June 13, 2015, by and among Talent, the IDG Sellers, and Connion |
Exhibit E | Convertible Bond Purchase Agreement dated July 14, 2015, by and among Talent, Talent Wise, Moocon and Mr. Han. |
Exhibit F | Registration Rights Agreement dated July 17, 2015, by and between the Issuer and Talent. |
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Page 21 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 21 of 22 |
Talent Fortune Investment Limited | |||
By: | /s/ Terence P. Gallagher | ||
Name: | Terence P. Gallagher | ||
Title: | Attorney-in-fact for William J. Janetschek, Director | ||
Talent Fortune Holdings Limited | |||
By: | /s/ Terence P. Gallagher | ||
Name: | Terence P. Gallagher | ||
Title: | Attorney-in-fact for William J. Janetschek, Director | ||
KKR China Growth Fund L.P. | |||
By: KKR Associates China Growth L.P., its General Partner | |||
By: KKR China Growth Limited, its General Partner | |||
By: | /s/ Terence P. Gallagher | ||
Name: | Terence P. Gallagher | ||
Title: | Attorney-in-fact for William J. Janetschek, Director | ||
KKR Associates China Growth L.P. | |||
By: KKR China Growth Limited, its General Partner | |||
By: | /s/ Terence P. Gallagher | ||
Name: | Terence P. Gallagher | ||
Title: | Attorney-in-fact for William J. Janetschek, Director | ||
KKR China Growth Limited | |||
By: | /s/ Terence P. Gallagher | ||
Name: | Terence P. Gallagher | ||
Title: | Attorney-in-fact for William J. Janetschek, Director | ||
KKR Fund Holdings L.P. | |||
By: KKR Fund Holdings GP Limited, its General Partner | |||
By: | /s/ Terence P. Gallagher | ||
Name: | Terence P. Gallagher | ||
Title: | Attorney-in-fact for William J. Janetschek, Director |
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Page 22 of 22 – SEC Filing
CUSIP No. G8675B 105 | SCHEDULE 13D | Page 22 of 22 |
KKR Fund Holdings GP Limited | |||
By: | /s/ Terence P. Gallagher | ||
Name: | Terence P. Gallagher | ||
Title: | Attorney-in-fact for William J. Janetschek, Director | ||
KKR Group Holdings L.P. | |||
By: KKR Group Limited, its General Partner | |||
By: | /s/ Terence P. Gallagher | ||
Name: | Terence P. Gallagher | ||
Title: | Attorney-in-fact for William J. Janetschek, Director | ||
KKR Group Limited | |||
By: | /s/ Terence P. Gallagher | ||
Name: | Terence P. Gallagher | ||
Title: | Attorney-in-fact for William J. Janetschek, Director | ||
KKR & Co. L.P. | |||
By: KKR Management LLC, its General Partner | |||
By: | /s/ Terence P. Gallagher | ||
Name: | Terence P. Gallagher | ||
Title: | Attorney-in-fact for William J. Janetschek, Chief Financial Officer | ||
KKR Management LLC | |||
By: | /s/ Terence P. Gallagher | ||
Name: | Terence P. Gallagher | ||
Title: | Attorney-in-fact for William J. Janetschek, Chief Financial Officer | ||
Henry R. Kravis | |||
By: | /s/ Terence P. Gallagher | ||
Name: | Terence P. Gallagher | ||
Title: | Attorney-in-fact for Henry R. Kravis | ||
George R. Roberts | |||
By: | /s/ Terence P. Gallagher | ||
Name: | Terence P. Gallagher | ||
Title: | Attorney-in-fact for George R. Roberts |