UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549

 

 

SCHEDULE 13D

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

 

(1)  This CUSIP number applies to the Issuer’s American Depositary Shares, each representing one common share of the Issuer.

 

 

CUSIP No.   695255109

Page 2 of 22 Pages

 

 

(1) Includes 2,658,057 Common Shares (as defined below) held directly or indirectly by Mr. Chris Shuning Chen and 3,730,608 Common Shares held directly or indirectly by the other Reporting Persons (as defined below), in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs (as defined below), (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(2) Excludes 3,418,680 Common Shares beneficially owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. (collectively, “GGV”), which has entered into an investment agreement with Blackstone Capital Partners Singapore (as defined below) and a contribution agreement and a voting agreement with Parent (as defined below) in connection with the transactions contemplated by the Merger Agreement (as defined below) as described in Item 4 below.  Each Reporting Person expressly disclaims beneficial ownership of any Common Shares beneficially owned by GGV, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with GGV.  See Items 4 and 6.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC (as defined below) on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

 

 

CUSIP No.   695255109

Page 3 of 22 Pages

 

 

(1) Includes 1,967,389 Common Shares held directly or indirectly by Mr. Tiak Koon Loh and 4,421,276 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(2) Excludes 3,418,680 Common Shares beneficially owned by GGV, which has entered into an investment agreement with Blackstone Capital Partners Singapore and a contribution agreement and a voting agreement with Parent in connection with the transactions contemplated by the Merger Agreement as described in Item 4 below.  Each Reporting Person expressly disclaims beneficial ownership of any Common Shares beneficially owned by GGV, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with GGV.  See Items 4 and 6.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

 

 

CUSIP No.   695255109

Page 4 of 22 Pages

 

 

(1) Includes 332,984 Common Shares held directly or indirectly by Mr. David Lifeng Chen and 6,055,681 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(2) Excludes 3,418,680 Common Shares beneficially owned by GGV, which has entered into an investment agreement with Blackstone Capital Partners Singapore and a contribution agreement and a voting agreement with Parent in connection with the transactions contemplated by the Merger Agreement as described in Item 4 below.  Each Reporting Person expressly disclaims beneficial ownership of any Common Shares beneficially owned by GGV, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with GGV.  See Items 4 and 6.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

 

 

CUSIP No.   695255109

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(1) Includes 144,274 Common Shares held directly or indirectly by Mr. Sidney Xuande Huang and 6,244,391 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(2) Excludes 3,418,680 Common Shares beneficially owned by GGV, which has entered into an investment agreement with Blackstone Capital Partners Singapore and a contribution agreement and a voting agreement with Parent in connection with the transactions contemplated by the Merger Agreement as described in Item 4 below.  Each Reporting Person expressly disclaims beneficial ownership of any Common Shares beneficially owned by GGV, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with GGV.  See Items 4 and 6.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

 

 

 

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(1) Includes 176,176 Common Shares held directly or indirectly by Mr. Jun Su and 6,212,489 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(2) Excludes 3,418,680 Common Shares beneficially owned by GGV, which has entered into an investment agreement with Blackstone Capital Partners Singapore and a contribution agreement and a voting agreement with Parent in connection with the transactions contemplated by the Merger Agreement as described in Item 4 below.  Each Reporting Person expressly disclaims beneficial ownership of any Common Shares beneficially owned by GGV, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with GGV.  See Items 4 and 6.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

 

 

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(1) Includes 42,649 Common Shares held directly or indirectly by Ms. He Jin and 6,346,016 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(2) Excludes 3,418,680 Common Shares beneficially owned by GGV, which has entered into an investment agreement with Blackstone Capital Partners Singapore and a contribution agreement and a voting agreement with Parent in connection with the transactions contemplated by the Merger Agreement as described in Item 4 below.  Each Reporting Person expressly disclaims beneficial ownership of any Common Shares beneficially owned by GGV, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with GGV.  See Items 4 and 6.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

 

 

CUSIP No.   695255109

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(1) Includes 713,885 Common Shares held directly or indirectly by Mr. Chu Tzer Liu and 5,674,780 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(3) Excludes 3,418,680 Common Shares beneficially owned by GGV, which has entered into an investment agreement with Blackstone Capital Partners Singapore and a contribution agreement and a voting agreement with Parent in connection with the transactions contemplated by the Merger Agreement as described in Item 4 below.  Each Reporting Person expressly disclaims beneficial ownership of any Common Shares beneficially owned by GGV, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with GGV.  See Items 4 and 6.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

 

 

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(1) Includes 47,867 Common Shares held directly or indirectly by Mr. Jian Wu and 6,340,798 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(2) Excludes 3,418,680 Common Shares beneficially owned by GGV, which has entered into an investment agreement with Blackstone Capital Partners Singapore and a contribution agreement and a voting agreement with Parent in connection with the transactions contemplated by the Merger Agreement as described in Item 4 below.  Each Reporting Person expressly disclaims beneficial ownership of any Common Shares beneficially owned by GGV, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with GGV.  See Items 4 and 6.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

 

 

CUSIP No.   695255109

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(1) Includes 55,361 Common Shares held directly or indirectly by Mr. Junbo Liu and 6,333,304 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(2) Excludes 3,418,680 Common Shares beneficially owned by GGV, which has entered into an investment agreement with Blackstone Capital Partners Singapore and a contribution agreement and a voting agreement with Parent in connection with the transactions contemplated by the Merger Agreement as described in Item 4 below.  Each Reporting Person expressly disclaims beneficial ownership of any Common Shares beneficially owned by GGV, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with GGV.  See Items 4 and 6.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

 

 

CUSIP No.   695255109

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(1) Includes 248,345 Common Shares held directly or indirectly by Mr. Jinsong Li and 6,140,320 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(2) Excludes 3,418,680 Common Shares beneficially owned by GGV, which has entered into an investment agreement with Blackstone Capital Partners Singapore and a contribution agreement and a voting agreement with Parent in connection with the transactions contemplated by the Merger Agreement as described in Item 4 below.  Each Reporting Person expressly disclaims beneficial ownership of any Common Shares beneficially owned by GGV, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with GGV.  See Items 4 and 6.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

 

 

CUSIP No.   695255109

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(1) Includes 1,678 Common Shares held directly or indirectly by Mr. Minggang Feng and 6,386,987 Common Shares held directly or indirectly by the other Reporting Persons, in each case including (i) Common Shares, including restricted Common Shares and Common Shares represented by the ADSs, (ii) Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, and (iii) Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer. See Item 5.

(2) Excludes 3,418,680 Common Shares beneficially owned by GGV, which has entered into an investment agreement with Blackstone Capital Partners Singapore and a contribution agreement and a voting agreement with Parent in connection with the transactions contemplated by the Merger Agreement as described in Item 4 below.  Each Reporting Person expressly disclaims beneficial ownership of any Common Shares beneficially owned by GGV, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with GGV.  See Items 4 and 6.

(3) Based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

 

 

 

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	Unless otherwise specified, this amendment No. 2 (this “Amendment No. 2”) amends and supplements the Schedule 13D jointly filed by Chris Shuning Chen, Tiak Koon Loh, David Lifeng Chen, Sidney Xuande Huang, Jun Su, He Jin, Chu Tzer Liu, Jian Wu, Junbo Liu, Jinsong Li and Minggang Feng (collectively, the “Reporting Persons”) with respect to Pactera Technology International Ltd. (the “Company” or the “Issuer”) with the United States Securities and Exchange Commission (the “SEC”) on May 29, 2013, as previously amended by Amendment No. 1 filed on September 13, 2013 (the “Original Schedule 13D”).
Item 2.	Identity and Background
	The first paragraph in (a) — (c) and (f) of Item 2 of the Original Schedule 13D is hereby amended and restated as follows:   This Amendment No. 2 is filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act by reason of the Consortium Agreement, the Contribution Agreement, the Voting Agreement and the Merger Agreement (each as defined below) as described in Item 4 below.  Each Reporting Person may be deemed to beneficially own the total of 6,388,665 Common Shares beneficially owned by all the Reporting Persons because they may be deemed to constitute a “group.”  Each Reporting Person expressly disclaims beneficial ownership of any Common Shares directly or indirectly held by the other Reporting Persons, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with the other Reporting Persons, and this Amendment No. 2 shall not be construed as acknowledging that any of the Reporting Persons beneficially owns any Common Shares directly or indirectly held by the other Reporting Persons or any other person or is a member of a group with the other Reporting Persons or any other person. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).
Item 4	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:   Novation Agreement   On October 17, 2013, Mr. Tiak Koon Loh, for and on behalf of the Senior Management Members, Red Pebble Acquisition Co Pte. Ltd., an affiliate of funds managed or advised by Blackstone Singapore Pte. Ltd. or its affiliates (“Red Pebble”), and Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd., a private limited company incorporated in Singapore and also an affiliate of funds managed or advised by Blackstone Singapore Pte. Ltd. or its affiliates (“Blackstone Capital Partners Singapore”), entered into a novation agreement (the “Novation Agreement”), pursuant to which the Consortium Agreement was novated by Red Pebble to Blackstone Capital Partners Singapore and Blackstone Capital Partners Singapore agreed to be bound by and to perform the Consortium Agreement in accordance with the conditions contained therein and assumed all obligations, liabilities and duties of Red Pebble thereunder as if Blackstone Capital Partners Singapore was the original party to the Consortium Agreement.   Merger Agreement   On October 17, 2013, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with BCP (Singapore) VI Cayman Acquisition Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), BCP (Singapore) VI Cayman Financing Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Midco”), and BCP (Singapore) VI Cayman Merger Co. Ltd., an

 

 

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exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”).   The Merger Agreement provides for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). Under the terms of the Merger Agreement, upon completion of the Merger, the shareholders of the Company will receive US$7.30 per Common Share or US$7.30 per ADS. The price per Common Share and per ADS represents a premium of 39% over the Company’s closing price of US$5.26 per ADS on May 17, 2013, the last trading day prior to the Company’s announcement on May 20, 2013 that it had received a “going private” proposal from the Consortium, and a premium of 35% to the volume-weighted average closing price of the ADSs during the 30 trading days prior to May 20, 2013.   The Merger is subject to various closing conditions, including a condition that the Merger Agreement be approved by an affirmative vote of shareholders representing two-thirds or more of the Common Shares present and voting in person or by proxy as a single class at a meeting of the Company’s shareholders convened to consider the approval of the Merger Agreement and the transactions contemplated thereby and a condition that the parties obtain antitrust approval for the transactions contemplated by the Merger Agreement.   If the transactions contemplated by the Merger Agreement are consummated, the Company will become a privately-held company beneficially owned by the Consortium and its ADSs will no longer be listed on the Nasdaq Global Select Market.   The Consortium will provide equity financing, and the Financing Banks (as defined below) have agreed as mandated lead arrangers to provide committed debt financing, for the transactions contemplated by the Merger Agreement, each as discussed below in this Item 4.   Contribution Agreement   Concurrently with the execution of the Merger Agreement, the Reporting Persons (other than Sidney Xuande Huang) entered into a contribution agreement with Parent (the “Contribution Agreement”), pursuant to which they agreed that, immediately prior to the closing of the Merger, they as a group will (i) contribute at least 85% of their aggregate Common Shares (the “Rollover Shares”) to Parent in exchange for newly issued shares of Parent, par value $0.01 per share, and (ii) roll over at least 85% of the aggregate number of their restricted shares, restricted share units and options into substituted equity awards of Parent pursuant to the Merger Agreement.   Sidney Xuande Huang is not a party to the Contribution Agreement or Voting Agreement and will not contribute any of his Common Shares or other equity securities of the Company to Parent in connection with the transactions contemplated by the Merger Agreement.  Sidney Xuande Huang remains a party to the Consortium Agreement.   Voting Agreement   Concurrently with the execution of the Merger Agreement, the Reporting Persons (other than Sidney Xuande Huang) entered into a voting agreement (the “Voting Agreement”) with Parent, pursuant to which each of them agreed (i) when a meeting of the shareholders of the Company is held, to appear at such meeting or otherwise cause his or her Common Shares to be counted as present for purposes of calculating a quorum and ensure any vote at such meeting will be a poll vote, (ii) to vote or otherwise cause to be voted at such meeting all of his or her Common Shares (A) in favor of the approval of the Merger Agreement and the transactions contemplated therein and any related action reasonably required in furtherance thereof, (B) against any other acquisition proposal, (C) against any other action, agreement or transaction that is intended, that would reasonably be expected, or the effect of which would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or the Voting Agreement or the performance by such

 

 

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Reporting Person of his or her obligations under the Voting Agreement, (D) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Reporting Person contained in the Voting Agreement, (E) in favor of any adjournment or postponement of any shareholders’ meeting as may be requested by Parent and (F) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement, and (iii) to appoint Parent and any other designee of Parent, each of them individually, as his or her irrevocable proxy and attorney-in-fact (with full power of substitution) to vote his or her Common Shares as indicated above.   GGV Agreements   Concurrently with the execution of the Merger Agreement, GGV also entered into a contribution agreement (the “GGV Contribution Agreement”) and a voting agreement (the “GGV Voting Agreement”) with Parent, in substantially the same form as the Contribution Agreement and the Voting Agreement, respectively. GGV also entered into a novation agreement (the “GGV Novation Agreement”), dated as of October 17, 2013, with Red Pebble and Blackstone Capital Partners Singapore, pursuant to which the GGV Investment Agreement was novated by Red Pebble to Blackstone Capital Partners Singapore.   Equity Commitment Letter   Concurrently with the execution of the Merger Agreement, Blackstone Capital Partners (Cayman II) VI L.P. (the “Sponsor”) entered into an equity commitment letter (the “Equity Commitment Letter”) with Parent, pursuant to which the Sponsor committed, on the terms and subject to the conditions set forth therein, to capitalize, or cause the capitalization of, Parent, at or prior to the closing of the Merger, with equity contribution, shareholder loans and/or other instruments of up to an aggregate of $240,000,000, which, to the extent necessary, will be used to fund a portion of the Exchange Fund (as defined under the Merger Agreement) and any other amounts required to be paid by Parent to consummate the Merger pursuant to the Merger Agreement.   Debt Commitment Letter   Concurrently with the execution of the Merger Agreement, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Asia Limited, HSBC Securities (USA) Inc., HSBC Bank USA, N.A., and HSBC Bank (China) Company Limited Beijing Branch (collectively, the “Financing Banks”) issued a debt commitment letter (the “Debt Commitment Letter”), which was accepted and agreed to by Midco, pursuant to which the Financing Banks agreed to arrange and underwrite debt financing in an aggregate amount of up to US$395 million to fund the Transaction, subject to various customary terms and conditions contained in the Debt Commitment Letter.   Limited Guarantee   Concurrently with the execution of the Merger Agreement, the Sponsor entered into a limited guarantee (the “Limited Guarantee”) with the Company, pursuant to which the Sponsor irrevocably and unconditionally guaranteed to the Company, on the terms and subject to the conditions set forth therein, the due and punctual payment when due of the payment obligations of Parent to the Company with respect to (i) the Parent Termination Fee (as defined under the Merger Agreement), pursuant to Section 9.03(c) of the Merger Agreement; (ii) all reasonable and documented out-of- pocket costs incurred by the Company or its subsidiaries in connection with any cooperation with respect to financing, pursuant to Section 7.16(e) of the Merger Agreement; (iii) reasonably documented costs and expenses in connection with any action, pursuant to Section 9.03(e) of the Merger Agreement; and (iv) reasonably documented out-of-pocket fees and expenses incurred by the Company and its Affiliates in connection with the Transaction (as defined under the Merger Agreement), pursuant to Section 9.03(f) of the Merger Agreement, in

 

 

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	each case, as and when due (collectively, the “Obligations”). The Sponsor’s aggregate liability under the Limited Guarantee will not exceed an amount equal to the Obligations. The Limited Guarantee will terminate as of the earliest of (i) the effective time of the Merger, (ii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Company or under circumstances in which Parent, Midco and Merger Sub would not be obligated to make any payments of the Obligations, (iii) 90 days after the date of termination of the Merger Agreement in accordance with its terms under circumstances in which Parent would be obligated to make any payments of Obligations (subject to certain exceptions set forth therein), (iv) the first anniversary after the date of the Limited Guarantee (subject to certain exceptions set forth therein), and (v) the date the Obligations payable under the Limited Guarantee have been paid in full.   The descriptions of the Novation Agreement, the Merger Agreement, the Contribution Agreement, the Voting Agreement, the Equity Commitment Letter, the Debt Commitment Letter, the Limited Guarantee, the GGV Contribution Agreement, the GGV Voting Agreement and the GGV Novation Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Novation Agreement, the Merger Agreement, the Contribution Agreement, the Voting Agreement, the Equity Commitment Letter, the Debt Commitment Letter, the Limited Guarantee, the GGV Contribution Agreement, the GGV Voting Agreement and the GGV Novation Agreement, which have been filed as Exhibits 7.14, 7.15, 7.16, 7.17, 7.18, 7.19, 7.20, 7.21, 7.22 and 7.23 respectively, and are incorporated herein by this reference.
Item 5	Interest in Securities of the Issuer
	The information contained on each of the cover pages of this Amendment No. 2 and the information set forth or incorporated in Items 2, 3, 4, and 6 of the Original Schedule 13D, as amended by this Amendment No. 2, are hereby incorporated herein by reference.   (a) — (b) of Item 5 of the Original Schedule 13D is hereby amended and restated, and (c) of Item 5 of the Original Schedule 13D is hereby updated, as follows:
(a) — (b)	As of the date hereof, Mr. Chris Shuning Chen beneficially owns, excluding the Common Shares held by the other Reporting Persons, 2,658,057 Common Shares, comprising (i) 75,557 Common Shares, including 74,465 Common Shares issuable within 60 days after the date hereof upon exercise of certain options or pursuant to the terms of certain restricted share units of the Issuer, directly held by Mr. Chris Shuning Chen, (ii) 2,520,000 Common Shares indirectly held by Chris Shuning Chen through Button Software Ltd., and (iii) 62,500 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, indirectly held by Chris Shuning Chen through Tairon Investment Limited, which Common Shares in (i), (ii) and (iii) collectively represent 3.05% of the outstanding Common Shares.  Each of Button Software Ltd. and Tairon Investment Limited, of which Mr. Chris Shuning Chen is the sole director, is indirectly wholly owned by Altivo Trust, of which Credit Suisse Trust Limited is the trustee and Mr. Chris Shuning Chen and his family members are the beneficiaries.  Mr. Chris Shuning Chen has voting and dispositive power over these Common Shares.  In addition, Mr. Chris Shuning Chen holds, directly or indirectly, certain unvested options and restricted share units, representing 582,290 underlying Common Shares that are issuable more than 60 days after the date hereof.   As of the date hereof, Mr. Tiak Koon Loh beneficially owns, excluding Common Shares held by the other Reporting Persons, 1,967,389 Common Shares, including 1,117,085 restricted Commons Shares and 684,683 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by Mr. Tiak Koon Loh, which together represent 2.26% of the outstanding Common Shares.  Mr. Tiak Koon Loh has voting and dispositive power over these Common Shares.  In addition, Mr. Tiak Koon Loh holds, directly or indirectly, certain unvested options and restricted share units, representing 715,083 underlying Common Shares that are issuable more than 60 days after the date hereof.

 

 

CUSIP No. 695255109

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As of the date hereof, Mr. David Lifeng Chen beneficially owns, excluding the Common Shares held by the other Reporting Persons, 332,984 Common Shares, comprising (i) 73,584 Common Shares issuable within 60 days after the date hereof upon exercise of certain options or pursuant to the terms of certain restricted share units of the Issuer, directly held by Mr. David Lifeng Chen, and (ii) 259,400 Common Shares represented by ADSs, indirectly held by Mr. David Lifeng Chen through DLCY Chen Family Trust, which Common Shares in (i) and (ii) collectively represent 0.38% of the outstanding Common Shares. DLCY Chen Family Trust is a trust established under the laws of the State of California, of which Mr. David Lifeng Chen and his wife, Ms. Christina Wang, are the joint trustees and Mr. David Lifeng Chen’s family members are the beneficiaries. Mr. David Lifeng Chen has voting and dispositive power over these Common Shares.  In addition, Mr. David Lifeng Chen holds certain unvested options and restricted share units, representing 218,828 underlying Common Shares that are issuable more than 60 days after the date hereof.   As of the date hereof, Mr. Sidney Xuande Huang beneficially owns, excluding the Common Shares held by the other Reporting Persons, 144,274 Common Shares, including 136,620 Common Shares issuable within 60 days after the date hereof upon exercise of certain options or pursuant to the terms of certain restricted share units of the Issuer held by Mr. Sidney Xuande Huang, which together represent 0.17% of the outstanding Common Shares.  Mr. Sidney Xuande Huang has voting and dispositive power over these Common Shares.  In addition, Mr. Sidney Xuande Huang holds certain unvested restricted share units, representing 122,109 underlying Common Shares that are issuable more than 60 days after the date hereof.   As of the date hereof, Mr. Jun Su beneficially owns, excluding the Common Shares held by the other Reporting Persons, 176,176 Common Shares, including 78,378 restricted Common Shares and 67,198 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by Mr. Jun Su, which together represent 0.20% of the outstanding Common Shares.  Mr. Jun Su has voting and dispositive power over these Common Shares.  In addition, Mr. Jun Su holds certain unvested options, representing 31,202 underlying Common Shares that are issuable more than 60 days after the date hereof.   As of the date hereof, Ms. He Jin beneficially owns, excluding the Common Shares held by the other Reporting Persons, 42,649 Common Shares, including 30,467 restricted Common Shares and 12,182 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by Ms. He Jin, which together represent 0.05% of the outstanding Common Shares.  Ms. He Jin has voting and dispositive power over these Common Shares.  In addition, Ms. He Jin holds certain unvested restricted share units, representing 80,000 underlying Common Shares that are issuable more than 60 days after the date hereof.   As of the date hereof, Mr. Chu Tzer Liu beneficially owns, excluding the Common Shares held by the other Reporting Persons, 713,885 Common Shares, including 32,630 restricted Common Shares and 27,555 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by Mr. Chu Tzer Liu, which together represent 0.82% of the outstanding Common Shares.  Mr. Chu Tzer Liu has voting and dispositive power over these Common Shares.  The foregoing excludes 3,658 Common Shares acquired by Mr. Chu Tzer Liu’s wife through open market purchases in 2012.  Mr. Chu Tzer Liu expressly disclaims beneficial ownership of and does not have voting and dispositive power over any such Common Shares.  In addition, Mr. Chu Tzer Liu holds certain unvested options, representing 6,051 underlying Common Shares that are issuable more than 60 days after the date hereof.   As of the date hereof, Mr. Jian Wu beneficially owns, excluding the Common Shares held by the other Reporting Persons, 47,867 Common Shares, including 33,417 Common Shares issuable within 60 days after the date hereof upon exercise of certain options or pursuant to the terms of certain restricted share units of the Issuer held by Mr. Jian Wu, which together represent 0.05% of the outstanding Common Shares.  Mr. Jian Wu has voting and dispositive power over these Common Shares.  In addition, Mr. Jian Wu holds certain unvested options and restricted share

 

 

CUSIP No. 695255109

Page 18 of of 22 Pages

 

units, representing 87,514 underlying Common Shares that are issuable more than 60 days after the date hereof.   As of the date hereof, Mr. Junbo Liu beneficially owns, excluding the Common Shares held by the other Reporting Persons, 55,361 Common Shares, including 54,733 Common Shares issuable within 60 days after the date hereof upon exercise of certain options or pursuant to the terms of certain restricted share units of the Issuer held by Mr. Junbo Liu, which together represent 0.06% of the outstanding Common Shares.  Mr. Junbo Liu has voting and dispositive power over these Common Shares.  In addition, Mr. Junbo Liu holds certain unvested options and restricted share units, representing 88,748 underlying Common Shares that are issuable more than 60 days after the date hereof.   As of the date hereof, Mr. Jinsong Li beneficially owns, excluding the Common Shares held by the other Reporting Persons, 248,345 Common Shares indirectly held by Mr. Jinsong Li through General Merit Asia Limited, including 28,677 restricted Common Shares and 164,892 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, which together represent 0.29% of the outstanding Common Shares.  On June 22, 2013, Mr. Jinsong Li transferred all Common Shares, including restricted Common Shares and Common Shares issuable within 60 days after the date hereof upon exercise of certain options or pursuant to the terms of certain restricted share units of the Issuer, directly held by him to General Merit Asia Limited. General Merit Asia Limited, of which Mr. Jinsong Li is the sole director, is wholly owned by Mr. Jinsong Li.  Mr. Jinsong Li has voting and dispositive power over these Common Shares.  In addition, Mr. Jinsong Li indirectly holds certain unvested restricted share units, representing 40,000 underlying Common Shares that are issuable more than 60 days after the date hereof.   As of the date hereof, Mr. Minggang Feng beneficially owns, excluding the Common Shares held by the other Reporting Persons, 1,678 restricted Common Shares, which represent less than 0.01% of the outstanding Common Shares.  Mr. Minggang Feng has voting and dispositive power over these Common Shares.  In addition, Mr. Minggang Feng holds certain unvested restricted share units, representing 175,087 underlying Common Shares that are issuable more than 60 days after the date hereof.   Pursuant to Rule 13d-5(b) of the Act, the Reporting Persons may be deemed, by reason of the Consortium Agreement, the Contribution Agreement, the Voting Agreement and the Merger Agreement as described in Item 4 above, to beneficially own the total of 6,388,665 Common Shares beneficially owned by all the Reporting Persons, as a “group” (within the meaning of Rule 13d-5(b) under the Act), which constitute approximately 7.34% of the outstanding Common Shares. This excludes 3,418,680 Common Shares beneficially owned by GGV, which has entered into the GGV Investment Agreement with Blackstone Capital Partners Singapore and the GGV Contribution Agreement and the GGV Voting Agreement with Parent in connection with the transactions contemplated by the Merger Agreement as described in Item 4 above.  Each Reporting Person expressly disclaims beneficial ownership of any Common Shares beneficially owned by GGV, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with GGV.   The above disclosure of percentage information is based on a total of 87,041,535 Common Shares, including (i) 85,649,706 Common Shares outstanding as of June 30, 2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013, (ii) 1,365,228 Common Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons, and (iii) 26,601 Common Shares issuable within 60 days after the date hereof pursuant to the terms of certain restricted share units of the Issuer held by the Reporting Persons.

(c)

On September 1, 2013, the Company granted 20,000 restricted share units to each of David Lifeng Chen, He Jin and Jun Su and 40,000 restricted share units to Minggang Feng.

 

 

CUSIP No. 695255109

Page 19 of of 22 Pages

 

	Except as described above in this Item 5(c), none of the Reporting Persons has effected any transactions in the Common Shares of the Issuer during the 60 days preceding the filing of this Amendment No. 2.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
	Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:   The information regarding the Novation Agreement, the Merger Agreement, the Contribution Agreement, the Voting Agreement, the Equity Commitment Letter, the Debt Commitment Letter, the Limited Guarantee, the GGV Contribution Agreement, the GGV Voting Agreement and the GGV Novation Agreement under Item 4 is incorporated herein by reference in its entirety.   On September 30, 2013, which was the maturity date of the Button VPF, Button Software Ltd. elected physical settlement, under which the 650,000 ADSs were not returned to it.
Item 7.	Material to be Filed as Exhibits.

 

	Item 7 of the Original Schedule 13D is hereby amended and restated as follows:
Exhibit 7.01:†	Joint Filing Agreement by and among the Reporting Persons, dated as of May 29, 2013.
Exhibit 7.02:†	Consortium Agreement by and among Chris Shuning Chen, Tiak Koon Loh, David Lifeng Chen, Sidney Xuande Huang, Jun Su and Red Pebble Acquisition Co Pte. Ltd., dated as of May 19, 2013.
Exhibit 7.03:†	Proposal Letter from Chris Shuning Chen, Tiak Koon Loh, David Lifeng Chen, Sidney Xuande Huang, Jun Su and Red Pebble Acquisition Co Pte. Ltd. to the board of directors of the Issuer, dated as of May 20, 2013.
Exhibit 7.04:†	Joinder Agreement by and among He Jin, Tiak Koon Loh (in the capacity as the Senior Management Member Representative) and Red Pebble Acquisition Co Pte. Ltd., dated as of May 22, 2013.
Exhibit 7.05:†	Joinder Agreement by and among Chu Tzer Liu, Tiak Koon Loh (in the capacity as the Senior Management Member Representative) and Red Pebble Acquisition Co Pte. Ltd., dated as of May 22, 2013.
Exhibit 7.06:†	Joinder Agreement by and among Jian Wu, Tiak Koon Loh (in the capacity as the Senior Management Member Representative) and Red Pebble Acquisition Co Pte. Ltd., dated as of May 22, 2013.
Exhibit 7.07:†	Joinder Agreement by and among Junbo Liu, Tiak Koon Loh (in the capacity as the Senior Management Member Representative) and Red Pebble Acquisition Co Pte. Ltd., dated as of May 22, 2013.
Exhibit 7.08:†	Joinder Agreement by and among Jinsong Li, Tiak Koon Loh (in the capacity as the Senior Management Member Representative) and Red Pebble Acquisition Co Pte. Ltd., dated as of May 22, 2013.
Exhibit 7.09:†	Joinder Agreement by and among Minggang Feng, Tiak Koon Loh (in the capacity as the Senior Management Member Representative) and Red Pebble Acquisition Co Pte. Ltd., dated as of May 22, 2013.

 

 

CUSIP No. 695255109

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Exhibit 7.10:†	The Button VPF, entered into by Button Software Ltd. and Credit Suisse Capital LLC, dated as of September 29, 2010.
Exhibit 7.11:†	Power of Attorney granted by each of the Reporting Persons in favor of Tiak Koon Loh and Sidney Xuande Huang, dated as of May 29, 2013.
Exhibit 7.12:†	GGV Investment Agreement entered into by Red Pebble Acquisition Co Pte. Ltd., Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P., dated as of May 27, 2013.
Exhibit 7.13: ††	Binding Proposal Letter from Tiak Koon Loh (for and on behalf of Chris Shuning Chen, Tiak Koon Loh, David Lifeng Chen, Sidney Xuande Huang, Jun Su, He Jin, Chu Tzer Liu, Jian Wu, Junbo Liu, Jinsong Li and Minggang Feng), BCP (Singapore) VI Cayman Acquisition Co. Ltd., Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. to J.P. Morgan Securities (Asia Pacific) Limited, dated as of September 12, 2013.
Exhibit 7.14:	Novation Agreement by and among Mr. Tiak Koon Loh, for and on behalf of the Senior Management Members, Red Pebble Acquisition Co Pte. Ltd., and Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd., dated as of October 17, 2013.
Exhibit 7.15:	Agreement and Plan of Merger by and among Pactera Technology International Ltd., BCP (Singapore) VI Cayman Acquisition Co. Ltd., BCP (Singapore) VI Cayman Financing Co. Ltd., and BCP (Singapore) VI Cayman Merger Co. Ltd., dated as of October 17, 2013.
Exhibit 7.16:	Contribution Agreement by and among BCP (Singapore) VI Cayman Acquisition Co. Ltd., Chris Shuning Chen, Tiak Koon Loh, David Lifeng Chen, Jun Su, He Jin, Chu Tzer Liu, Jian Wu, Junbo Liu, Jinsong Li and Minggang Feng, dated as of October 17, 2013.
Exhibit 7.17:	Voting Agreement by and among BCP (Singapore) VI Cayman Acquisition Co. Ltd., Chris Shuning Chen, Tiak Koon Loh, David Lifeng Chen, Jun Su, He Jin, Chu Tzer Liu, Jian Wu, Junbo Liu, Jinsong Li and Minggang Feng, dated as of October 17, 2013.
Exhibit 7.18:	Equity Commitment Letter by and between Blackstone Capital Partners (Cayman II) VI L.P. and BCP (Singapore) VI Cayman Acquisition Co. Ltd., dated as of October 17, 2013.
Exhibit 7.19:	Debt Commitment Letter issued by Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Asia Limited, HSBC Securities (USA) Inc., HSBC Bank USA, N.A., and HSBC Bank (China) Company Limited Beijing Branch to BCP (Singapore) VI Cayman Financing Co. Ltd., dated as of October 17, 2013.
Exhibit 7.20:	Limited Guarantee by Blackstone Capital Partners (Cayman II) VI L.P. in favor of Pactera Technology International Ltd., dated as of October 17, 2013.
Exhibit 7.21:	Contribution Agreement by and among BCP (Singapore) VI Cayman Acquisition Co. Ltd., Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P., dated as of October 17, 2013.
Exhibit 7.22:	Voting Agreement by and among BCP (Singapore) VI Cayman Acquisition Co. Ltd., Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P., dated as of October 17, 2013.
Exhibit 7.23:	Novation Agreement by and among Granite Global Ventures II L.P., GGV II Entrepreneurs Fund L.P., Red Pebble Acquisition Co Pte. Ltd., and Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd., dated as of October 17, 2013.

 

†                                         Previously filed on May 29, 2013.

††                                  Previously filed on September 13, 2013.

 

 

CUSIP No.   695255109

Page 21 of 22 Pages

 

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.

 

 

	Dated: October 18, 2013
	Chris Shuning Chen
		By:	/s/ Tiak Koon Loh
			Tiak Koon Loh
			Attorney-in-fact
	Tiak Koon Loh
		By:	/s/ Tiak Koon Loh
			Tiak Koon Loh
	David Lifeng Chen
		By:	/s/ Tiak Koon Loh
			Tiak Koon Loh
			Attorney-in-fact
	Sidney Xuande Huang
		By:	/s/ Tiak Koon Loh
			Tiak Koon Loh
			Attorney-in-fact
	Jun Su
		By:	/s/ Tiak Koon Loh
			Tiak Koon Loh
			Attorney-in-fact
	He Jin
		By:	/s/ Tiak Koon Loh
			Tiak Koon Loh
			Attorney-in-fact
	Chu Tzer Liu
		By:	/s/ Tiak Koon Loh
			Tiak Koon Loh
			Attorney-in-fact

 

 

CUSIP No.   695255109

Page 22 of 22 Pages

 

	Jian Wu
		By:	/s/ Tiak Koon Loh
			Tiak Koon Loh
			Attorney-in-fact
	Junbo Liu
		By:	/s/ Tiak Koon Loh
			Tiak Koon Loh
			Attorney-in-fact
	Jinsong Li
		By:	/s/ Tiak Koon Loh
			Tiak Koon Loh
			Attorney-in-fact
	Minggang Feng
		By:	/s/ Tiak Koon Loh
			Tiak Koon Loh
			Attorney-in-fact

 

Exhibit 7.14

 

Execution Version

 

NOVATION OF CONSORTIUM AGREEMENT

 

THIS NOVATION OF CONSORTIUM AGREEMENT (this “Agreement”) is made and effective as of October 17, 2013 (the “Effective Date”) by and among: Tiak Koon Loh for and on behalf of each of the persons identified on Schedule A (each, a “Senior Management Member” and, collectively, the “Senior Management Members”) pursuant to Section 1.04 of the Consortium Agreement (as defined below); Red Pebble Acquisition Co Pte. Ltd., an affiliate of funds managed or advised by Blackstone Singapore Pte. Ltd. or its affiliates (the “Red Pebble”); and Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd., a private limited company incorporated in Singapore, also an affiliate of funds managed or advised by Blackstone Singapore Pte. Ltd. or its affiliates (the “Sponsor”).

 

WHEREAS, certain of the Senior Management Members and Red Pebble are parties to the Consortium Agreement dated as of May 19, 2013 (the “Consortium Agreement”, which definition, unless the context requires otherwise, shall include the Joinder Agreements (as defined below)). Each of the other Senior Management Members has executed a Joinder Agreement dated as of May 22, 2013 to become a party to the Consortium Agreement as a “Senior Management Member” (collectively, the “Joinder Agreements”);

 

WHEREAS, Red Pebble and the Senior Management Members wish to novate the Consortium Agreement to the Sponsor;

 

WHEREAS, the Sponsor is in a position to fully perform all obligations of Red Pebble that may exist under the Consortium Agreement; and

 

WHEREAS, each of the Senior Management Members desires to recognize the Sponsor as the successor party to the Consortium Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

 

1.                                      Novation and Transfer; Consent. Each of the Senior Management Members hereby consents and agrees to the assignment and transfer of the Consortium Agreement by Red Pebble to the Sponsor, including the transfer of all of Red Pebble’s rights, obligations and liabilities thereunder to the Sponsor.  Red Pebble, the Sponsor, and each of the Senior Management Members hereby agree that the substitute performance by Sponsor under the Consortium Agreement constitutes a complete novation of all rights, formerly owed to Red Pebble, and all obligations formerly owed by Red Pebble under the Consortium Agreement.

 

2.                                      Assumption.  The Sponsor agrees to be bound by and to perform the Consortium Agreement in accordance with the conditions contained in the Consortium Agreement and assumes all obligations, liabilities and duties of Red Pebble under the Consortium Agreement as if the Sponsor was the original party to the Consortium Agreement as of the Effective Date.

 

 

3.                                      Acceptance of Substitute Performance.  Each of the Senior Management Members hereby agrees that, effective as of the Effective Date, each of the Senior Management Members shall look solely to the Sponsor, as Red Pebble’s successor in interest in and to the Consortium Agreement, for the performance of the obligations under the Consortium Agreement, without recourse to Red Pebble should the Sponsor fail to perform.

 

4.                                      Miscellaneous.

 

(a)                                 Authority.  Each of Red Pebble, the Sponsor and each of the Senior Management Members represents to each other that it has full right, power and authority to execute this Agreement and to perform the obligations hereunder, without the need for any further action under its governing instruments, and that the person executing this Agreement on behalf of such party is duly authorized to do so.

 

(b)                                 Governing Law.  This Agreement shall be governed by, and construed in accordance with, the substantive laws of the State of New York without regard to the conflicts of laws principles thereof (other than Section 5-1401 of the General Obligations Law and any successor provision thereto).

 

(c)                                  Entire Agreement. This Agreement, together with the Consortium Agreement and the Joinder Agreements or joinder agreement to the Consortium Agreement executed after the date hereof, constitutes the entire agreement between the Parties and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to it subject matters.

 

(d)                                 Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute on and the same agreement.

 

(e)                                  No Other Inducement.  The making, execution and delivery of this Agreement has been induced by no representations, statements, warranties or agreements other than those expressed herein.

 

[signature page follows]

 

2

 

IN WITNESS WHEREOF, this Agreement has been executed by the parties effective as of the date first set forth above.

 

 

	/s/ Tiak Koon Loh
	TIAK KOON LOH

 

3

 

	RED PEBBLE ACQUISITION CO PTE. LTD.
	By:	/s/ Pithambar Gona
	Name:	PITHAMBAR GONA
	Title:

 

4

 

	BLACKSTONE CAPITAL PARTNERS (SINGAPORE) VI PRC PTE. LTD.
	By:	/s/ Pithambar Gona
	Name:	PITHAMBAR GONA
	Title:

 

5

 

SCHEDULE A

 

SENIOR MANAGEMENT MEMBERS

 

Chris Shuning Chen

 

Tiak Koon Loh

 

David Lifeng Chen

 

Sidney Xuande Huang

 

Jun Su

 

Minggang Feng

 

Jian Wu

 

He Jin

 

Junbo Liu

 

Chu Tzer Liu

 

Jinsong Li

 

6

Exhibit 7.15

 

Execution Version

 

 

 

AGREEMENT AND PLAN OF MERGER

 

among

 

BCP (SINGAPORE) VI CAYMAN ACQUISITION CO. LTD.

 

BCP (SINGAPORE) VI CAYMAN FINANCING CO. LTD.

 

BCP (SINGAPORE) VI CAYMAN MERGER CO. LTD.

 

and

 

PACTERA TECHNOLOGY INTERNATIONAL LTD.

 

Dated as of October 17, 2013

 

 

 

TABLE OF CONTENTS

 

		Page
ARTICLE I DEFINED TERMS		2
Section 1.01	Certain Defined Terms	2
Section 1.02	Other Defined Terms	15
Section 1.03	Interpretation; Headings	16
ARTICLE II THE MERGER		17
Section 2.01	The Merger	17
Section 2.02	Closing; Effective Time	17
Section 2.03	Effect of the Merger	18
Section 2.04	Memorandum and Articles of Association of Surviving Company	18
Section 2.05	Directors and Officers	18
ARTICLE III CONVERSION OF SECURITIES; MERGER CONSIDERATION		19
Section 3.01	Conversion and Cancellation of Securities	19
Section 3.02	Exchange of Share Certificates	20
Section 3.03	Register of Members	23
Section 3.04	Share Incentive Plans and Company Share Awards	23
Section 3.05	Dissenting Shares	25
Section 3.06	Withholding	25
Section 3.07	Termination of Deposit Agreement	26
Section 3.08	Agreement of Fair Value	26
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY		26
Section 4.01	Organization and Qualification; Subsidiaries	27
Section 4.02	Memorandum and Articles of Association	27
Section 4.03	Capitalization	27
Section 4.04	Authority Relative to This Agreement; Vote Required	29
Section 4.05	No Conflict; Required Filings and Consents	30
Section 4.06	Permits; Compliance	30
Section 4.07	SEC Filings; Financial Statements	32
Section 4.08	Absence of Certain Changes or Events	34
Section 4.09	Absence of Litigation	34
Section 4.10	Labor; Employment and Benefits Matters	34
Section 4.11	Real Property; Title to Assets	36
Section 4.12	Intellectual Property	38
Section 4.13	Taxes	39
Section 4.14	Material Contracts	40
Section 4.15	Insurance	43
Section 4.16	Environmental Matters	43
Section 4.17	Customers and Suppliers	44
Section 4.18	Interested Party Transactions	44

 

i

 

Section 4.19	Compliance with Anti-Corruption Laws	45
Section 4.20	Takeover Statutes	46
Section 4.21	Opinion of Financial Advisor	46
Section 4.22	Brokers	46
Section 4.23	No Additional Representations	46
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT, MIDCO AND MERGER SUB		47
Section 5.01	Corporate Organization	47
Section 5.02	Memorandum and Articles of Association	47
Section 5.03	Capitalization	47
Section 5.04	Authority Relative to This Agreement	48
Section 5.05	No Conflict; Required Filings and Consents	49
Section 5.06	Operations of Parent, Midco and Merger Sub	50
Section 5.07	Absence of Litigation	50
Section 5.08	Financing	50
Section 5.09	Guarantee	51
Section 5.10	Brokers	52
Section 5.11	Solvency	52
Section 5.12	Ownership of Company Shares	52
Section 5.13	Independent Investigation	52
Section 5.14	Buyer Group Contracts	53
Section 5.15	Non-Reliance on Company Estimates	53
Section 5.16	No Additional Representations	53
ARTICLE VI CONDUCT OF BUSINESS PENDING THE MERGER		54
Section 6.01	Conduct of Business by the Company Pending the Merger	54
Section 6.02	Conduct of Business by Parent, Midco and Merger Sub Pending the Merger	57
Section 6.03	No Control of Other Party’s Business	57
Section 6.04	Actions Taken at Direction of Sponsor and Parent	57
ARTICLE VII ADDITIONAL AGREEMENTS		58
Section 7.01	Proxy Statement and Schedule 13E-3	58
Section 7.02	Company Shareholders’ Meeting	59
Section 7.03	No Solicitation of Transactions; Company Board Recommendation; Alternative Acquisition Agreement	60
Section 7.04	Access to Information; Confidentiality	65
Section 7.05	Employee Benefits Matters	65
Section 7.06	Directors’ and Officers’ Indemnification and Insurance	66
Section 7.07	Notification of Certain Matters	68
Section 7.08	Reasonable Best Efforts; Further Action	69
Section 7.09	Obligations of Midco and Merger Sub	70
Section 7.10	Public Announcements	71
Section 7.11	Stock Exchange Delisting	71
Section 7.12	Takeover Statute	71

 

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Section 7.13	Resignations	71
Section 7.14	Participation in Litigation	72
Section 7.15	Financing	72
Section 7.16	Financing Assistance	74
Section 7.17	SAFE Registration	77
Section 7.18	Compliance	77
Section 7.19	No Amendment to Buyer Group Contracts	78
ARTICLE VIII CONDITIONS TO THE MERGER		78
Section 8.01	Conditions to the Obligations of Each Party	78
Section 8.02	Conditions to the Obligations of Parent, Midco and Merger Sub	78
Section 8.03	Conditions to the Obligations of the Company	79
Section 8.04	Frustration of Closing Conditions	80
ARTICLE IX TERMINATION, AMENDMENT AND WAIVER		80
Section 9.01	Termination	80
Section 9.02	Effect of Termination	82
Section 9.03	Fees and Expenses	82
Section 9.04	Amendment	85
Section 9.05	Waiver	85
ARTICLE X GENERAL PROVISIONS		86
Section 10.01	Non-Survival of Representations, Warranties, Covenants and Agreements	86
Section 10.02	Notices	86
Section 10.03	Severability	87
Section 10.04	Entire Agreement; Assignment	87
Section 10.05	Parties in Interest	88
Section 10.06	Specific Performance; Limitation on Damages	88
Section 10.07	Governing Law	89
Section 10.08	Counterparts	90
Section 10.09	Waiver of Jury Trial	90

 

iii

 

Annex A — Plan of Merger
Company Disclosure Schedule
Parent Disclosure Schedule

 

i

 

AGREEMENT AND PLAN OF MERGER, dated as of October 17, 2013 (this “Agreement”), among BCP (Singapore) VI Cayman Acquisition Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), BCP (Singapore) VI Cayman Financing Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Midco”), and BCP (Singapore) VI Cayman Merger Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Midco (“Merger Sub”), and Pactera Technology International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).

 

WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with the Cayman Islands Companies Law (Chapter 22, Law 3 of 1961, as consolidated and revised) (the “CICL”), Parent, Midco and Merger Sub and the Company have agreed to enter into a business combination transaction pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the Surviving Company (as defined below) and a wholly owned subsidiary of Midco as a result of the Merger;

 

WHEREAS, the board of directors of the Company (the “Company Board”), acting upon the unanimous recommendation of a committee of independent directors established by the Company Board (the “Special Committee”), has (a) determined that it is in the best interests of the Company and its shareholders (other than the Rollover Shareholders (as defined below)), and declared it advisable, to enter into this Agreement and the Plan of Merger (as defined below), (b) approved the execution, delivery and performance by the Company of this Agreement and the Plan of Merger and the consummation of the transactions contemplated hereby and thereby, including the Merger (collectively, the “Transactions”), and (c) resolved to recommend the approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company at the Company Shareholders’ Meeting (as defined below);

 

WHEREAS, the board of directors of each of Parent, Midco and Merger Sub has (a) approved the execution, delivery and performance by Parent, Midco and Merger Sub, as the case may be, of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger and (b) declared it advisable for Parent, Midco and Merger Sub, as the case may be, to enter into this Agreement and the Plan of Merger;

 

WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Parent’s, Midco’s and Merger Sub’s willingness to enter into this Agreement, the Rollover Shareholders (as defined below) have executed and delivered to Parent certain contribution agreements, dated as of the date hereof, among the Rollover Shareholders and Parent (together with the schedules and exhibits attached thereto, the “Contribution Agreements”), pursuant to which the Rollover Shareholders will contribute to Parent, subject to the terms and conditions therein, the Rollover Shares;

 

WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Parent’s, Midco’s and Merger Sub’s willingness to enter into this Agreement, the Rollover Shareholders have executed and delivered to Parent certain voting agreements, dated as of the date hereof, among the Rollover Shareholders and Parent, pursuant to

 

 

which the Rollover Shareholders have agreed to vote their Shares (as defined below) in favor of the approval of this Agreement, the Plan of Merger and the Transactions (the “Voting Agreements”); and

 

WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the Company’s willingness to enter into this Agreement, Parent has delivered to the Company a limited guarantee by Blackstone Capital Partners (Cayman II) VI L.P. (the “Guarantor”), dated as of the date hereof, in favor of the Company with respect to certain obligations of Parent under this Agreement (the “Guarantee”).

 

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, Parent, Midco, Merger Sub and the Company hereby agree as follows:

 

ARTICLE I

 

DEFINED TERMS

 

Section 1.01            Certain Defined Terms.  For purposes of this Agreement:

 

“2012 Balance Sheet” means the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as at December 31, 2012, including the notes thereto.

 

“Acceptable Confidentiality Agreement” means an executed confidentiality agreement on terms no less favorable to the Company than those contained in the Confidentiality Agreement, which does not include any provision calling for any exclusive right to negotiate or restricting the Company from satisfying its obligations under this Agreement.

 

“Acquisition Proposal” means any proposal or offer by any Person or group of Persons regarding any of the following (other than the Transactions): (a) a merger, reorganization, share exchange, consolidation, business combination, scheme of arrangement, amalgamation, recapitalization, liquidation, dissolution or other similar transaction involving the Company (or any of its Subsidiaries whose business constitutes 20% or more of the net revenue, net income or fair market value of the assets of the Company and its Subsidiaries, taken as a whole); (b) any sale, lease, license, exchange, transfer, other disposition or joint venture, that would result in any Person (other than Parent and its Affiliates) acquiring assets or business of the Company and its Subsidiaries that constitute or represent 20% or more of the net revenue, net income or fair market value of the assets of the Company and its Subsidiaries, taken as a whole; (c) any sale, exchange, transfer or other disposition of 20% or more of any class of equity securities of the Company; (d) any tender offer or exchange offer that, if consummated, would result in any Person (other than Parent and its Affiliates) beneficially owning 20% or more of any class of equity securities of the Company; (e) any public solicitation of proxies in opposition to approval and adoption of this Agreement and approval of the Merger by the

 

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Company’s shareholders; or (f) any other transaction proposed in writing to the Special Committee (other than any transaction permitted by Section 6.01(b)) by a Person unaffiliated with the Company the consummation of which would reasonably be expected to prevent or materially delay the Merger.

 

“Action” means any litigation, suit, claim, action, proceeding, hearing, arbitration, mediation, investigation, demand letter, regulatory document production request or any other judicial or administrative proceeding, in Law or equity.

 

“Affiliate” of a Person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such Person.  For the avoidance of doubt, none of the Rollover Shareholders shall be deemed to be “Affiliates” of any of Parent, Midco, Merger Sub or Sponsor.

 

“Alternative Acquisition Agreement” means a letter of intent, agreement in principle, term sheet, merger agreement, acquisition agreement, option agreement or other contract, commitment or agreement relating to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement).

 

“Anti-Corruption Laws” means any anti-corruption, anti-bribery or similar Laws of any jurisdiction in which the Company performs business, or of the United States, of the United Kingdom, or of the PRC, including the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, PRC Laws on anti-corruption, anti-bribery and anti-commercial bribery, and where applicable, legislation enacted by member states and signatories implementing the OECD Convention Combating Bribery of Foreign Officials.

 

“Business Day” means any day other than a Saturday or Sunday and other than a day on which banks are not required or authorized to close in the Cayman Islands, Beijing, Hong Kong or the City of New York.

 

“Buyer Group Contracts” means (a) the Consortium Agreement; (b) the Investment Agreement; (c) the Contribution Agreements; (d) the Voting Agreements; and (e) the Equity Commitment Letter, including all amendments thereto or modifications thereof.

 

“Buyer Group Parties” means, collectively, the parties to any of the Buyer Group Contracts other than Parent, Midco and Merger Sub, or any of their respective Affiliates.

 

“CDC” means the Company’s (or its relevant Subsidiary’s, as applicable) offshore development center located in the PRC.

 

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

 

“Company Disclosure Schedule” means the disclosure schedule dated as of the date of this Agreement and delivered by the Company to Parent, Midco and Merger Sub simultaneously with the signing of this Agreement.

 

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“Company Material Adverse Effect” means any circumstance, event, change, effect or development (any such item, an “Effect”) that, individually or in the aggregate together with all other Effects, has had or would reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, tangible or intangible assets or properties of the Company and its Subsidiaries, taken as a whole; provided, however, that no Effect (by itself or when aggregated or taken together with any and all other Effects) arising out of or resulting from any of the following shall be (a) deemed to be or constitute a “Company Material Adverse Effect,” or (b) taken into account in determining whether a “Company Material Adverse Effect” has occurred or may, would or could occur:  (A) changes or modifications in GAAP or regulatory accounting requirements or changes in Laws (or interpretations thereof) applicable to the Company or any of its Subsidiaries after the date of this Agreement; (B) changes, effects or circumstances in the industries or markets in which the Company or any of its Subsidiaries operates; (C) changes in general business, economic, political or financial market conditions; (D) changes in the financial, credit or securities markets in the U.S., the PRC or any other country or region in which the Company or any of its Subsidiaries has material business operations, including changes in interest rates, foreign exchange rates and sovereign credit ratings; (E) the public disclosure of this Agreement or the Transactions or the consummation of the Transactions or the announcement of the execution of this Agreement, including any shareholder litigation relating to this Agreement; (F) any change in the price of the Shares or trading volume as quoted on NASDAQ (it being understood that the underlying cause of such change in share price or trading volume may, except as otherwise provided in the other clauses of this proviso, be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably expected to occur); (G) any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, acts of God or natural disasters; (H) actions taken or failure to take action, in each case, by Parent or any of its Affiliates, or to which Parent has approved, consented to or requested in writing; or compliance with the terms of, or the taking of any action required or contemplated by, this Agreement; or the failure to take any action prohibited by this Agreement; (I) the failure by the Company or any of its Subsidiaries to meet any internal or industry estimates, expectations, forecasts, projections or budgets for any period (it being understood that the underlying cause of such failure may, except as otherwise provided in the other clauses of this proviso, be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably expected to occur); (J) any change or prospective change in the Company’s credit ratings (it being understood that the underlying cause of such change or prospective change in the Company’s credit rating may be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably expected to occur); (K) any change resulting or arising from the identity of Parent, Midco, Merger Sub or any of their respective Affiliates; or (L) any loss of, or change in, the relationship of the Company or any of its Subsidiaries, contractual or otherwise, with its brokers, customers, suppliers, vendors, lenders, employees, investors, or joint venture partners arising out of the execution, delivery or performance of this Agreement, the consummation of the Transactions or the announcement of any of the foregoing; except, in the case of the foregoing subclauses (A), (B), (C), (D) and (G), to the extent the impact of such Effect has a materially disproportionate adverse impact on

 

4

 

the Company and its Subsidiaries, taken as a whole, as compared to other companies in the industries in which the Company and its Subsidiaries operate.

 

“Company Option” means an option to purchase Shares granted under the Company Share Incentive Plans.

 

“Company Permits” means franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, concessions, registrations, clearances, exemptions, certificates, approvals and orders of any Governmental Authority necessary for each of the Company and its Subsidiaries to own, lease and operate their respective properties and assets or to carry on their respective businesses as they are now being conducted.

 

“Company Recommendation” means the recommendation of the Company Board that the shareholders of the Company approve this Agreement, the Plan of Merger and the Transactions.

 

“Company Restricted Share” means a restricted share granted under a Company Share Incentive Plan.

 

“Company Restricted Share Unit” means a restricted share unit granted under a Company Share Incentive Plan.

 

“Company Share Awards” means Company Options, Company Restricted Shares, Company Restricted Share Units and other rights granted pursuant to the Company Share Incentive Plans.

 

“Company Shareholder Approval” means the approval of this Agreement at the Company Shareholders’ Meeting by the affirmative vote of holders of Shares representing at least two-thirds of the Shares present and voting in person or by proxy at the Company Shareholders’ Meeting in accordance with the CICL and the Company’s memorandum and articles of association.

 

“Company Share Incentive Plans” means the ThinkPlus Investment Limited 2005 Stock Plan, the VanceInfo Technology Inc. 2007 Share Incentive Plan, the HiSoft Technology International Limited Amended and Restated Share Incentive Plan, the HiSoft Technology International Limited 2011 Equity Incentive Plan and the Pactera Financial Solutions 2011 Share Incentive Plan, each as amended and supplemented as of the date hereof.

 

“Company Shareholders’ Meeting” means the extraordinary general meeting of the Company, including any adjournments or postponement thereof, to be held to consider and vote upon the approval of this Agreement, the Plan of Merger and the Transactions.

 

“Compliant” means, with respect to the Required Information, that (i) such Required Information does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such Required Information not

 

5

 

 

misleading, (ii) such Required Information is, and remains throughout the Marketing Period, compliant, without any updates, supplements or additional information, in all material respects with all applicable requirements of Regulation S-K and Regulation S-X under the Securities Act (excluding subsidiary financial statements and information of the type required by Rule 3-10 or Rule 3-16 of Regulation S-X (but including customary summary guarantor and non-guarantor information typically included in a Rule 144A Offering Documents for debt securities)) for offerings of debt securities on a registration statement on Form S-1 (other than such provisions for which compliance is not customary in a Rule 144A offering of high yield debt securities), (iii) the independent registered public accountants of the Company and its Subsidiaries have not withdrawn any audit opinion with respect to any financial statements contained in the Required Information, (iv) the independent registered public accountants of the Company and its Subsidiaries have confirmed they are prepared to issue customary comfort letters upon the “pricing” of the debt securities included in the Applicable Financing throughout, and on the next Business Day after, the Marketing Period, (v) the financial statements and other financial information (excluding subsidiary financial statements and information required by Regulation S-X Rule 3-10 and Rule 3-16 and Item 4.02(b) of Regulation S-K) included in such Required Information are, and remain throughout the Marketing Period, sufficient to permit (A) a registration statement on Form S-1 using such financial statements and financial information to be declared effective by the SEC throughout, and on each day during, the Marketing Period and (B) the Financing Sources to receive customary comfort letters, including, without limitation, customary “negative assurance” comfort, as contemplated in clause (iv) above in order to market, price and consummate any offering of debt securities on any day during, or the next Business Day after, the Marketing Period, and (vi) the Company’s auditors have consented to the use of their audit opinions related to any audited financial statements included in such Required Information and any interim quarterly financial statements included in such Required Information have been reviewed by the Company’s independent auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU Section 722.

 

“Confidentiality Agreement” means the confidentiality agreement, dated July 12, 2013, between The Blackstone Group (HK) Limited, which is an Affiliate of the Sponsor, and the Company.

 

“Consortium Agreement” means the consortium agreement and the joinder agreements relating thereto between Red Pebble Acquisition Co Pte. Ltd. and certain senior management members of the Company named therein dated as of May 19, 2013 and May 22, 2013 respectively, as novated by Red Pebble Acquisition Co Pte. Ltd. to Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd. pursuant to a novation agreement on or around the date hereof.

 

“Contract” shall mean any note, bond, mortgage, indenture, Lease, license, permit, concession, franchise, contract, agreement, arrangement, plan or other instrument, right or obligation.

 

6

 

“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by Contract, or otherwise.

 

“Encumbrances” means mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, licenses, outstanding Orders, charges or other claims of third parties or restrictions of any kind, including any easement, reversion interest, right of way or other encumbrance to title, limitations on voting rights, or any option, right of first refusal or right of first offer.

 

“End Date” means date that is nine (9) months from the date of this Agreement.

 

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974 or any successor statute, as amended and as in effect as of the date hereof.

 

“ERISA Affiliate” means any entity which, together with the Company or any of its Subsidiaries, is treated as a single employer under Section 4001 of ERISA or Section 414 of the Code.

 

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

 

“Expenses” means, with respect to any party hereto, all out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, investment banking firms and other financial institutions, experts and consultants to such party and its Affiliates) actually incurred or accrued by such party or its Affiliates or on its or their behalf or for which it or they are liable in connection with or related to the authorization, preparation, negotiation, execution and performance of the Transactions, the preparation, printing, filing and mailing of the Schedule 13E-3 and the Proxy Statement, the solicitation of shareholder approvals, the filing of any required notices under applicable Laws and all other matters related to the closing of the Merger and the other Transactions.

 

“GAAP” means U.S. generally accepted accounting principles.

 

“Governmental Authority” means any federal, national, foreign, supranational, state, provincial, county, local or other government, governmental, regulatory, administrative or self-regulatory authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body of competent jurisdiction.

 

“Government Official” means all officers or employees of a government department, agency or instrumentality; permitting agencies; custom officials; political party officials; candidates for political office; officials of public international organizations; employees or affiliates of an enterprise, institute, organization, association or other entity that is owned, sponsored, or controlled by any government.

 

7

 

“HSR Act” means the U. S. Hart—Scott—Rodino Antitrust Improvements Act of 1976.

 

“Indebtedness” means, with respect to any Person, without duplication:  (a) all indebtedness of such Person, whether or not contingent, for borrowed money, including all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments; (b) all obligations of such Person for the deferred purchase of property or services (including any earn-outs and other contingent consideration payable in connection with the acquisition of any Person or the assets or business of any Person); (c) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (d) all obligations of such Person as lessee under Leases that have been or should be, in accordance with GAAP, recorded as capital leases; (e) all obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities; (f) interest rate or currency forwards, futures, swaps, caps, collars or other hedging arrangements or any derivative transaction not entered into for hedging purposes; (g) all Indebtedness of others referred to in clauses (a) through (f) above guaranteed (or in effect guaranteed) directly or indirectly in any manner by such Person; and (h) all Indebtedness of others referred to in clauses (a) through (g) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance on property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.

 

“Intellectual Property” means all rights, title and interests in and to all proprietary rights of every kind and nature however denominated, throughout the world, whether registered or unregistered, including: (a) patents (including all reissues, divisions, provisionals, continuations and continuations-in-part, re-examinations, renewals and extensions thereof), patent applications, patent disclosures or other patent rights, copyrights, design, design registration, and all registrations, applications for registration, and renewals for any of the foregoing, and any “moral” rights, mask work rights, confidential information, trade secrets, database rights, and all other proprietary rights in inventions, works, discoveries, innovations, know-how, and other forms of technology, (b) trademarks, trade names, service marks, service names, brands, trade dress and logos, and the goodwill and activities associated therewith, (c) domain names, rights of privacy and publicity, and moral rights, (d) copyrights, software registrations, software designs, source codes, and copyright registration applications, (e) any and all registrations, applications, recordings, licenses, common law rights, statutory rights, and contractual rights relating to any of the foregoing, and (f) Actions and rights to sue at Law or in equity for any past or future infringement or other impairment of any of the foregoing, including the right to receive all proceeds and damages therefrom, and all rights to obtain renewals, continuations, divisions, or other extensions of legal protections pertaining thereto.

 

“Investment Agreement” means the investment agreement between Red Pebble Acquisition Co Pte. Ltd., Granite Global Ventures II L.P. and GGV II Entrepreneurs

 

8

 

Fund L.P. dated as of May 27, 2013, as novated by Red Pebble Acquisition Co Pte. Ltd. to Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd. pursuant to a novation agreement, dated the date hereof.

 

“Knowledge of the Company” or “Company’s Knowledge” means the actual knowledge of any of Chris Shuning Chen, Tiak Koon Loh, David Lifeng Chen, Jun Su, He Jin, Chu Tzer Liu, Jian Wu, Junbo Liu, Jinsong Li,  Minggang Feng and Helena Chen, after due inquiry.

 

“Knowledge of Parent” or “Parent’s Knowledge” means the actual knowledge of any of Michael Chae, Edward Huang and Carl Wu, after due inquiry.

 

“Law” means any federal, national, foreign, supranational, state, local, administrative or other law (including common law), statute, ordinance, regulation, requirement, regulatory interpretation, rule, code or Order.

 

“Lease” means any and all leases, subleases, licenses or other occupancy agreements, sale/leaseback arrangements or similar arrangements.

 

“Leased Real Property” means the real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries as tenant, sublessee, licensee or occupier, together with, to the extent leased by the Company or any of its Subsidiaries, all buildings and other structures, facilities or improvements currently or hereafter located thereon, all fixtures, systems and equipment affixed thereto and all easements, licenses, rights, hereditaments and appurtenances relating to the foregoing.

 

“Marketing Period”  means the first period of nineteen (19) consecutive Business Days commencing on the first Business Day after which Parent, Midco and Merger Sub shall have received the Required Information, and throughout and on each day during such nineteen (19) consecutive Business Day period (a) such Required Information is and remains Compliant without requiring any updates, supplements or additional information, and (b) the conditions set forth in Section 8.01 and Section 8.02 have been satisfied (other than conditions that by their nature can only be satisfied at Closing) and nothing shall have occurred and no condition shall have existed that would cause any of the conditions set forth in Section 8.01 and Section 8.02 to fail to be satisfied assuming the Closing were to be scheduled for any time during such nineteen (19) consecutive Business Day period; provided that the “Marketing Period” shall not commence and shall be deemed not to have commenced if, on or prior to the completion of such nineteen (19) consecutive Business Day period, (i) Deloitte Touche Tohmatsu LLP shall have withdrawn its audit opinion with respect to any audited financial statements contained in the Required Information (in which case the Marketing Period may not commence unless and until a new audit opinion is issued with respect to the consolidated financial statements of the Company for the applicable periods by Deloitte Touche Tohmatsu LLP, another “big-four” accounting firm or an independent public accounting firm reasonably acceptable to Parent and Midco), (ii) the Company shall have publicly announced any intention to restate any material financial information included in the Required Information or that any such restatement is under consideration, in which case the

 

9

 

Marketing Period shall not commence unless and until such restatement has been completed and the applicable Required Information has been amended or the Company has announced that it has concluded that no restatement shall be required, (iii) any Required Information would not be Compliant at any time during such nineteen (19) consecutive Business Day period (it being understood that if any Required Information provided at the initiation of the Marketing Period ceases to be Compliant during such nineteen (19) consecutive Business Day period, then the Marketing Period shall be deemed not to have commenced), or (iv) the Company shall have failed to file any report with the SEC by the date required under the Exchange Act containing any financial information that would be required to be contained in the Required Information or incorporated therein by reference unless and until all such reports have been filed, and, in the case of each of foregoing clauses (i) through (iv), the requirements in clauses (a) and (b) above would be satisfied throughout and on each day during such nineteen (19) consecutive Business Day period, in which case a new nineteen (19) consecutive Business Day period shall commence upon Parent, Midco and Merger Sub receiving completed Required Information that would be Compliant, and the requirements in clauses (a) and (b) above would be satisfied throughout and on each day during such new nineteen (19) consecutive Business Day period; provided, further, that (x) November 29, 2013 shall not be considered a Business Day for purposes of the Marketing Period and (y) if the Marketing Period has not been completed on or prior to December 20, 2013, the Marketing Period shall commence no earlier than January 6, 2014.  If at any time the Company shall in good faith reasonably believe that it has provided all Required Information and such Required Information is Compliant, it may deliver to Parent and Midco a written notice to that effect (stating the date it believes such Required Information was provided), in which case the Company shall be deemed to have complied with such clause (a) above unless Parent and Midco in good faith reasonably believe the Company has not provided all Required Information or that such Required Information is not Compliant and, within five (5) Business Days after the delivery of such notice, deliver a written notice to the Company to that effect, stating with specificity, to the extent reasonably practicable, which items of Required Information have not been provided or are not Compliant.

 

“Money Laundering Laws” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 and applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended, the U.S. Money Laundering Control Act of 1986, as amended, and all money laundering-related laws of other jurisdictions where the Company and its Subsidiaries conduct business or own assets, and any related or similar Law issued, administered or enforced by any Governmental Authority.

 

“NASDAQ” means the NASDAQ Global Select Market.

 

“Order” means any order, judgment, injunction, award, decision, determination, stipulation, ruling, subpoena, writ, decree or verdict entered by or with any Governmental Authority.

 

10

 

“Owned Real Property” means the real property in which the Company or any of its Subsidiaries has fee title (or equivalent) interest, together with, to the extent owned by the Company or any of its Subsidiaries, all buildings and other structures, facilities or improvements currently or hereafter located thereon, all fixtures, systems and equipment affixed thereto and all easements, licenses, rights, hereditaments and appurtenances relating to the foregoing.

 

“Parent Board” means the board of directors of Parent.

 

“Parent Disclosure Schedule” means the disclosure schedule dated as of the date of this Agreement and delivered by Parent to the Company simultaneously with the signing of this Agreement.

 

“Parent Permits” means franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, concessions, registrations, clearances, exemptions, certificates, approvals and orders of any Governmental Authority necessary for Parent and each of its Subsidiaries to own, lease and operate their respective properties and assets or to carry on their respective businesses as they are now being conducted.

 

“Permitted Encumbrances” means:  (a) liens for Taxes, assessments and charges or levies by Governmental Authorities (x) not yet due and payable or (y) that are being contested in good faith by appropriate proceedings, and for which adequate reserves have been reflected on the books of the Company or its Subsidiaries in accordance with GAAP; (b) materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar liens arising in the ordinary course of business relating to obligations as to which there is no default on the part of the Company or any of its Subsidiaries or that secure a liquidated amount, in each case, that are being contested in good faith by appropriate proceedings; (c) leases and subleases(other than capital leases and leases underlying sale and leaseback transactions); (d) Encumbrances imposed by applicable Law other than as a result of violation of Law; (e) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (f) pledges or deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case, in the ordinary course of business; (g) easements, covenants and rights of way (unrecorded and of record) and other similar restrictions of record, and zoning, building and other similar restrictions, in each case, that do not adversely affect in any material respect the current use of the applicable property owned, leased, used or held for use by the Company or any of its Subsidiaries; (h) Encumbrances securing indebtedness or liabilities that are reflected in the Company SEC Reports filed or furnished prior to the date hereof; (i) matters which would be disclosed by an accurate survey or inspection of the real property which do not materially impair the occupancy or current use of such real property which they encumber; (j) outbound non-exclusive license agreements and non-disclosure agreements entered into in the ordinary course of business; (k) standard survey and title exceptions; and (l) any other Encumbrances that have been incurred or suffered in the ordinary course of business.

 

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“Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (as defined in Section 13(d)(3) of the Exchange Act), trust, association, entity or Governmental Authority.

 

“Personal Rights” means all rights of privacy (including personal data privacy), name, portrait, reputation, or personality under applicable Law.

 

“PRC” means the People’s Republic of China, but solely for purposes of this Agreement, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.

 

“PRC Anti-Monopoly Law” means the Anti-Monopoly Law of the PRC, effective as of August 1, 2008, as amended.

 

“Real Property” means the Material Leased Real Property and the Owned Real Property.

 

“Redacted” means, with respect to any fee letter from a Financing Source, redactions relating to fee amounts, “market flex” provisions, “securities demand” provisions and other provisions, provided that such redactions do not relate to any terms that would adversely affect in any material respect the conditionality, enforceability, availability, termination or aggregate principal amount of the Debt Financing, except to the extent a reduction in any Financing would be offset by an increase in any other Financing or other funding being made available by such financing source or another financing source.

 

“Representatives” means a Person’s officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives.

 

“Required Information” means (a) all financial and all other information (including historical financial statements and pro forma financial statements and data) regarding the Company and its Subsidiaries reasonably required or requested by Parent, Midco or Merger Sub to satisfy the conditions set forth in paragraphs 3 and 4 of Exhibit F to the Debt Financing Commitment and to prepare and deliver the Offering Documents contemplated by, and required to satisfy the conditions set forth in, paragraph 7 of Exhibit F to the Debt Financing Commitment (or the analogous provisions in any amendment, restatement, supplement, modification, replacement or substitution thereof, including any Alternative Debt Financing, pursuant to Section 7.15) in order to market, price and consummate the Applicable Debt Financing, including all financial information under Rule 144A of the Securities Act included in the Applicable Financing; provided that (i) with respect to any pro forma statements and data to be included in the Offering Documents, the Company shall have been furnished information relating to the proposed debt and equity capitalization at least five (5) Business Days prior to the date on which any applicable Marketing Period would otherwise commence, and (ii) Required Information shall not include (A) risk factors specifically relating to all or any component of the Applicable Financing, (B) Compensation Disclosure and Analysis required by

 

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Regulation S-K Item 402(b) or (C) the “description of notes” section of the Offering Documents.

 

“Rollover Shares” means the Shares set forth in the Contribution Agreements.

 

“Rollover Shareholders” means the Rollover Shareholders set forth in the Contribution Agreements.

 

“SAFE” means State Administration of Foreign Exchange of the PRC or its local counterparts.

 

“SAFE Circular 7” means the Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating in Share Incentive Plans of Overseas Listed Companies issued by SAFE dated February 15, 2012.

 

“SAFE Circular 75” means Circular 75, issued by SAFE on October 21, 2005, titled “Notice Regarding Certain Administrative Measures on Financing and Inbound Investments by PRC Residents Through Offshore Special Purpose Vehicles”, effective as of November 1, 2005 together with its implementing rules, including the “Implementation Guidance Relating to Notice Regarding Certain Administrative Measures on Financing and Inbound Investments by PRC Residents Through Offshore Special Purpose Vehicles” issued by SAFE on May 29, 2007 and effective as of the same day, or any successor rule or supplemental regulation under PRC Law.

 

“Schedule 13E-3” means the transaction statement on Schedule 13E-3 under the Exchange Act to be filed pursuant to Section 13(e) of the Exchange Act relating to the approval of this Agreement by the shareholders of the Company (together with any amendments thereof or supplements thereto and including any document incorporated by reference therein).

 

“SEC” means the U.S. Securities and Exchange Commission.

 

“Securities Act” means the U.S. Securities Act of 1933, as amended.

 

“Seller Related Party” means the Company and each of its Affiliates and its and their respective stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives.

 

“Service Provider” means each of the officers, employees, directors and independent contractors of the Company and each of its Subsidiaries.

 

“Sponsor” means Blackstone Capital Partners (Cayman II) VI L.P.

 

“Subsidiary” or “Subsidiaries” of any specified Person means an Affiliate controlled by such Person, directly or indirectly, through one or more intermediaries.

 

“Superior Proposal” means any unsolicited bona fide written Acquisition Proposal (each reference to “20%” in the definition of “Acquisition Proposal” shall be

 

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replaced with “50%) on terms that the Company Board (acting through the Special Committee) shall have determined in good faith (after consultation with its financial advisor and outside legal counsel) (A) would be reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial, regulatory, timing and other aspects of the proposal (including certainty of closing) and the Person making the proposal and (B) if consummated, would result in a transaction more favorable to the shareholders of the Company (other than the Rollover Shareholders) from a financial point of view than the Merger (x) after giving effect to all adjustments to the terms thereof which may be offered by Parent in writing (including pursuant to Section 7.03(d)(ii)) and (y) after receiving the advice of the Company Board’s financial advisor (who shall be an internationally recognized investment banking firm); provided, however, that any such offer shall not be deemed to be a “Superior Proposal” if (i) the offer is subject to the conduct of any due diligence review or investigation of the Company or any of its Subsidiaries by the party making the offer or (ii) the consummation of the transaction contemplated by such offer is conditional upon receipt of financing.

 

“Taxes” means any and all taxes, fees, levies, duties, tariffs, imposts and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority, including taxes or other charges on or with respect to income, franchise, windfall or other profits, gross receipts, property, sales, service, use, share capital, payroll, employment, social security, social insurance, workers’ compensation, unemployment compensation or net worth, excise, withholding, ad valorem, stamp, transfer, value-added or gains taxes, license, registration, documentation, customs duties, tariffs and similar charges.

 

“Tax Return” shall mean any return, declaration, report, election, claim for refund or information return or other statement or form filed or required to be filed with any Governmental Authority relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

 

“Threshold Amount” means RMB1,200,000 with respect to employees who have employment agreements with the Company or its Subsidiaries governed by PRC Law, and $250,000 with respect to employees who have employment agreements with the Company or its Subsidiaries governed by Laws other than PRC Law.

 

“U.S.” means the United States of America.

 

“VanceInfo” means VanceInfo Technologies Inc. that merged with and into Chemistry Merger Sub II Inc. (currently known as VanceInfo Technologies Inc., being a Subsidiary of the Company) in a merger consummated in November 2012 pursuant to the Agreement and Plan of Merger by and among the Company, VanceInfo and others named therein dated as of August 10, 2012 and amended as of August 31, 2013.  For the purpose of ARTICLE IV of this Agreement, VanceInfo shall be deemed to be a Subsidiary of the Company.

 

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Section 1.02                                   Other Defined Terms.  The following terms have the meanings set forth in the Sections set forth below:

 

Defined Term		Location of Definition
ADS(s)		Section 3.01(a)
Agreement		Preamble
Alternative Debt Financing		Section 7.15(b)
Alternative Debt Financing Documents		Section 7.15(b)
Applicable Financing		Section 7.16(a)
Bankruptcy and Equity Exception		Section 4.04(a)
Benefit Plans		Section 4.10(c)
Change in the Company Recommendation		Section 7.03(c)
Change or Termination Notice		Section 7.03(d)(ii)
CICL		Recitals
Closing		Section 2.02
Closing Date		Section 2.02
Company		Preamble
Company Board		Recitals
Company Expenses		Section 9.03(f)
Company Financial Advisor		Section 4.21
Company SEC Reports		Section 4.07(a)
Company Termination Fee		Section 9.03(a)(ii)
Contribution Agreements		Recitals
Covered Insurance Policies		Section 4.15
D&O Insurance		Section 7.06(c)
Debt Financing		Section 5.08(b)
Debt Financing Commitment		Section 5.08(b)
Depositary		Section 3.07
Deposit Agreement		Section 3.07
Dissenting Shareholders		Section 3.05(a)
Dissenting Shares		Section 3.05(a)
Effective Time		Section 2.02
Environmental Laws		Section 4.16(b)(i)
Environmental Permits		Section 4.16(b)(ii)
Equity Commitment Letter		Section 5.08(b)
Equity Financing		Section 5.08(b)
Exchange Fund		Section 3.02(a)
Excluded Shares		Section 3.01(b)
Financing		Section 5.08(b)
Financing Documents		Section 5.08(b)
Financing Sources		Section 7.16(a)
Guarantee		Recitals
Guarantor		Recitals
Hazardous Substance		Section 4.16(b)(iii)
Indemnified Parties		Section 7.06(a)
Material Contract		Section 4.14(a)

 

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