0001288136-14-000097.txt : 20140815 0001288136-14-000097.hdr.sgml : 20140815 20140815122415 ACCESSION NUMBER: 0001288136-14-000097 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140815 DATE AS OF CHANGE: 20140815 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: iSoftStone Holdings Ltd CENTRAL INDEX KEY: 0001500308 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85929 FILM NUMBER: 141045768 BUSINESS ADDRESS: STREET 1: EAST BLDG. 16, COURTYARD #10 STREET 2: XIBEIWANG EAST ROAD, HAIDIAN DISTRICT CITY: Beijing STATE: F4 ZIP: 100193 BUSINESS PHONE: (86-10) 5874-9000 MAIL ADDRESS: STREET 1: EAST BLDG. 16, COURTYARD #10 STREET 2: XIBEIWANG EAST ROAD, HAIDIAN DISTRICT CITY: Beijing STATE: F4 ZIP: 100193 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pine River Capital Management L.P. CENTRAL INDEX KEY: 0001288136 IRS NUMBER: 710868907 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 330 CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 6122383300 MAIL ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 330 CITY: MINNETONKA STATE: MN ZIP: 55305 FORMER COMPANY: FORMER CONFORMED NAME: Pine River Capital Management, L.P. DATE OF NAME CHANGE: 20040512 FORMER COMPANY: FORMER CONFORMED NAME: NISSWA MASTER FUND LTD DATE OF NAME CHANGE: 20040422 SC 13D/A 1 iss13damend081514.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3) iSoftStone Holdings Limited -------------------------------------------------------------------------------- (Name of Issuer) American Depositary Shares, par value $0.0001 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 46489B108 -------------------------------------------------------------------------------- (CUSIP Number) Tim O'Brien c/o Pine River Capital Management L.P. 601 Carlson Parkway Suite 330 Minnetonka, MN 55305 p. (612) 238-3300 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 14, 2014 -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. CUSIP No. 46489B108 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pine River Capital Management L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 4,933,699 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 4,933,699 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,933,699 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4% 14. TYPE OF REPORTING PERSON IA, PN CUSIP No. 46489B108 -------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brian Taylor 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 4,933,699 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 4,933,699 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,933,699 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4% 14. TYPE OF REPORTING PERSON IN CUSIP No. 46489B108 --------- -------------------------------------------------------------------------------- Item 1. Security and Issuer. The name of the issuer is iSoftStone Holdings Limited, a Cayman Islands corporation (the 'Issuer'). The address of the Issuer's principal executive offices is Building 16, Dong Qu, 10 Xibeiwang Dong Lu, Haidian District, Beijing 100193, The People's Republic of China. This schedule relates to the Issuer's American Depositary Shares, par value $0.0001 per share ('Shares'). -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c, f) This Schedule 13D is being filed by Pine River Capital Management L.P., a Delaware limited partnership (the 'Investment Manager') and Brian Taylor, the managing member of Pine River Capital Management LLC, the general partner of the Investment Manager (the 'Managing Member') (each a 'Reporting Person' and collectively the 'Reporting Persons'). The principal business address of the Investment Manager and the Managing Member is located at 601 Carlson Parkway, Suite 330, Minnetonka, MN 55305, United States of America. (d) Brian Taylor has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, Pine River Capital Management L.P. was deemed the beneficial owner of 4,933,699 shares of the Issuer's Shares. As of the date hereof, Brian Taylor was deemed the beneficial owner of 4,933,699 shares of the Issuer's Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Reporting Persons acquired the Shares for investment purposes and in the ordinary course of business, pursuant to investment strategies, including merger arbitrage and event driven strategies, because the Reporting Persons believed that the Shares, when purchased, represented an attractive investment opportunity. On April 18, 2014, iSoftStone Holdings Limited (the "Company") announced that it had entered into a definitive Agreement and Plan of Merger with New iSoftStone Holdings Limited ("Parent") and New iSoftStone Acquisition Limited ("Merger Sub"), pursuant to which Parent will acquire the Company for US$0.57 per ordinary share of the Company (a "Share") or US$5.70 per American depositary share, each representing ten Shares (an "ADS"). The Reporting Persons expect to review from time to time their investment in the Issuer and may, depending on the market and other conditions: (i) purchase additional Shares, options or related derivatives in the open market, in privately negotiated transactions or otherwise and (ii) sell all or a portion of the Shares, options or related derivatives now beneficially owned or hereafter acquired by them. Also, consistent with their investment intent, the Reporting Persons may engage in communications with, among others, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the Issuer, including its operations, governance and control. Except as set forth above, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a, b) As of the date hereof, Pine River Capital Management L.P. was deemed to be the beneficial owner of 4,933,699 Shares, or 8.4% of the Shares of the Issuer, based upon the 58,473,563 Shares issued and outstanding as of July 28, 2014, according to the proxy statement filed on that day. Pine River Capital Management L.P. had the sole power to vote or direct the vote of 0 Shares to which this filing relates; shares the power to vote or direct the vote of the 4,933,699 Shares; had the sole power to dispose or direct the disposition of 0 Shares; and shares the power to dispose or direct the disposition of the 4,933,699 Shares to which this filing relates. Pine River Capital Management L.P. specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. (a, b) As of the date hereof, Brian Taylor was deemed to be the beneficial owner of 4,933,699 Shares, or 8.4% of the Shares of the Issuer, based upon the 58,473,563 Shares issued and outstanding as of July 28, 2014, according to the proxy statement filed on that day. Brian Taylor had the sole power to vote or direct the vote of 0 Shares to which this filing relates; shares the power to vote or direct the vote of the 4,933,699 Shares; had the sole power to dispose or direct the disposition of 0 Shares; and shares the power to dispose or direct the disposition of the 4,933,699 Shares to which this filing relates. Brian Taylor specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. The Shares were acquired for investment purposes. The Reporting Persons may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case purchased in a private transaction with the Issuer, block sales or purchases or otherwise, or may continue to hold the Shares. Moreover, the Reporting Persons may engage in any or all of the items discussed in Item 4 above. (c) See Exhibit B for schedule of transactions. (d) Inapplicable (e) Inapplicable -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A: Joint Filing Agreement Exhibit B: Schedule of Transactions in the Shares of the Issuer -------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 15, 2014 ---------------------------------------- (Date) Pine River Capital Management L.P. By: Pine River Capital Management LLC, General Partner By: /s/ Brian Taylor ----------------------------------------------- Name: Brian Taylor Title: Managing Member of the General Partner /s/ Brian Taylor ----------------------------------------------- Brian Taylor Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13D, dated August 15, 2014 relating to the American Depositary Shares, $0.0001 par value of iSoftStone Holdings Limited shall be filed on behalf of the undersigned. Pine River Capital Management L.P. By: Pine River Capital Management LLC, General Partner By: /s/ Brian Taylor ----------------------------------------------- Name: Brian Taylor Title: Managing Member of the General Partner /s/ Brian Taylor ----------------------------------------------- Brian Taylor Exhibit B TRANSACTIONS IN THE SHARES OF THE ISSUER SINCE ORIGINAL FILING The following table sets forth all transactions in the Shares effected by any of the Reporting Persons since the last amended filing. Trans Type Quantity Price Trade Date Settlement Date Buy 4259 5.5756 6-Aug-14 11-Aug-14 Buy 4259 5.5756 6-Aug-14 11-Aug-14 Buy 11927 5.5756 6-Aug-14 11-Aug-14 Buy 23855 5.5756 6-Aug-14 11-Aug-14 Buy 2 5.585 6-Aug-14 11-Aug-14 Buy 65195 5.5856 6-Aug-14 11-Aug-14 Buy 2 5.585 6-Aug-14 11-Aug-14 Buy 9615 5.5856 7-Aug-14 12-Aug-14 Buy 9615 5.5856 7-Aug-14 12-Aug-14 Buy 53847 5.5856 7-Aug-14 12-Aug-14 Buy 26923 5.5856 7-Aug-14 12-Aug-14 Buy 19 5.5758 8-Aug-14 13-Aug-14 Buy 19 5.5758 8-Aug-14 13-Aug-14 Buy 54 5.5756 8-Aug-14 13-Aug-14 Buy 9615 5.5856 8-Aug-14 13-Aug-14 Buy 108 5.5755 8-Aug-14 13-Aug-14 Buy 26923 5.5856 8-Aug-14 13-Aug-14 Buy 9615 5.5856 8-Aug-14 13-Aug-14 Buy 53847 5.5856 8-Aug-14 13-Aug-14 Buy 6434 5.5856 11-Aug-14 14-Aug-14 Buy 6434 5.5856 11-Aug-14 14-Aug-14 Buy 36021 5.5856 11-Aug-14 14-Aug-14 Buy 18011 5.5856 11-Aug-14 14-Aug-14 Buy 48 5.5756 12-Aug-14 15-Aug-14 Buy 48 5.5756 12-Aug-14 15-Aug-14 Buy 135 5.5756 12-Aug-14 15-Aug-14 Buy 8106 5.5806 12-Aug-14 15-Aug-14 Buy 269 5.5756 12-Aug-14 15-Aug-14 Buy 8106 5.5806 12-Aug-14 15-Aug-14 Buy 22697 5.5806 12-Aug-14 15-Aug-14 Buy 45391 5.5806 12-Aug-14 15-Aug-14 Buy 9615 5.5822 13-Aug-14 18-Aug-14 Buy 9615 5.5822 13-Aug-14 18-Aug-14 Buy 26922 5.5822 13-Aug-14 18-Aug-14 Buy 53848 5.5822 13-Aug-14 18-Aug-14 Buy 48 5.5756 14-Aug-14 19-Aug-14 Buy 135 5.5756 14-Aug-14 19-Aug-14 Buy 48 5.5756 14-Aug-14 19-Aug-14 Buy 269 5.5756 14-Aug-14 19-Aug-14 Buy 4808 5.5822 14-Aug-14 19-Aug-14 Buy 13462 5.5822 14-Aug-14 19-Aug-14 Buy 4808 5.5822 14-Aug-14 19-Aug-14 Buy 26922 5.5822 14-Aug-14 19-Aug-14