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. 1)*
iSoftStone Holdings Limited
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
46489B1081
(CUSIP Number)
Mr. Tianwen Liu
Building 16, Dong Qu, 10 Xibeiwang Dong Lu,
Haidian District, Beijing 100193, China
Telephone: +86 10 5874 9000
With a copy to:
Ling Huang, Esq.
Cleary Gottlieb Steen & Hamilton LLP
Twin Towers West (23Fl)
12B Jianguomenwai Avenue
Chaoyang District, Beijing 100022
Peoples Republic of China
Telephone: +86 10 5920 1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 2, 2013
(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 ¨.
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.
1 | This CUSIP number applies to the Issuers American Depositary Shares, each representing ten Ordinary Shares, par value $0.0001 per share. |
* | The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. 46489B108 | Page 2 of 6 Pages |
1. | NAMES OF REPORTING PERSONS
Tianwen Liu | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
OO See Item 3 | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 | ||||
8. | SHARED VOTING POWER
70,545,117 (See Items 2, 4 and 5) (1)(2) | |||||
9. | SOLE DISPOSITIVE POWER
0 | |||||
10. | SHARED DISPOSITIVE POWER
70,545,117 (See Items 2, 4 and 5) (1)(2) | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,545,117 (1)(2) | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.90%(3) | |||||
14. | TYPE OF REPORTING PERSON
IN |
(1) | The Ordinary Shares (as defined below) held directly or indirectly by Mr. Tianwen Liu comprise (i) Ordinary Shares, including Ordinary Shares represented by the ADSs (as defined below) and (ii) Ordinary Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer (as defined below). See Item 5. |
(2) | Excludes 36,731,389 Ordinary Shares of the Issuer beneficially owned by the Everbright Entities (as defined below), which have entered into the Framework Agreement (as defined below) with the Sponsor (as defined below) and are part of the Consortium (as defined below) that submitted the New Proposal Letter (as defined below) as described in Item 4 below. Mr. Tianwen Liu expressly disclaims beneficial ownership of any Ordinary Shares beneficially owned by the Everbright Entities, and does not affirm membership in a group (within the meaning of Rule 13d-5(b) under the Act) with the Everbright Entities. See Items 2, 4 and 6. |
(3) | Based on a total of 592,610,431 Ordinary Shares, including (i) 576,017,931 Ordinary Shares outstanding as of June 30, 2013 based on the Issuers Form 6-K filed with the SEC (as defined below) on August 28, 2013 and (ii) 16,592,500 Ordinary Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by Mr. Tianwen Liu. |
Page 3 of 6 Pages
Unless otherwise specified, this amendment No. 1 (this Amendment No. 1)
amends and supplements the Schedule 13D filed by Tianwen Liu (Mr. Liu or the Reporting Person) with respect to iSoftStone Holdings Limited (the Company or the Issuer) with the United States Securities
and Exchange Commission (the SEC) on July 26, 2013 (the Original
Schedule 13D).
ITEM 2. | IDENTITY AND BACKGROUND |
The fourth paragraph in (a) (c) and (f) of Item 2 of the Original Schedule 13D is hereby amended and restated as follows:
As further described in Item 4 below,
the Reporting Person may be deemed to (i) be a group, within the meaning of
Rule 13d-5(b) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the Act), with CSOF
Technology Investments Limited, Accurate Global Limited and Advanced Orient Limited, each a company incorporated under the laws of the British Virgin Islands and controlled by China Everbright Limited (collectively, the Everbright
Entities), which collectively directly hold 36,731,389 Ordinary Shares of the Issuer, as a result of the Consortium Agreement, the Proposal Letter, the Framework Agreement and the New Proposal Letter; and (ii) beneficially own the
36,731,389 Ordinary Shares held by the Everbright Entities. However, the Reporting Person expressly disclaims beneficial ownership of any Ordinary Shares held by the Everbright Entities, and does not affirm membership in a group (within
the meaning of Rule 13d-5(b) of the Act) with the Everbright Entities, and this Schedule 13D shall not be construed as acknowledging that the Reporting Person beneficially owns any Ordinary Shares held by the Everbright Entities or any other person
or is a member of a group with the Everbright Entities. The Reporting Person is only responsible for the information contained in this Schedule 13D and assumes no responsibility for information contained in any other Schedules 13D filed by the
Everbright Entities.
ITEM 4 | PURPOSE OF TRANSACTION |
Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
On November 2, 2013, Mr. Liu, ChinaAMC Capital Management Limited, a company incorporated under the laws of the Cayman Islands (the Sponsor), and the Everbright Entities submitted a binding offer for the Company (the New Proposal Letter) to Goldman Sachs (Asia) L.L.C., the financial advisor to the independent committee of the board of directors of the Company (the Independent Committee), to acquire all the outstanding Ordinary Shares, including the Ordinary Shares represented by American Depositary Shares (the ADSs), of the Company that are not already owned by the Consortium (the Transaction), on the following terms and conditions:
| The Consortium consists of Mr. Liu, the Sponsor and the Everbright Entities. |
| The New Proposal Letter stated that the offer price for the Transaction is US$0.545 in cash per Ordinary Share or US$5.45 in cash per ADS. It has been adjusted down from the initial non-binding offer price of US$0.585 per Ordinary Share or US$5.85 in cash per ADS contained in the Proposal Letter dated June 6, 2013, which was based on publicly available information at that time, due to several factors, including that, subsequent to the Proposal Letter, the Company has experienced and disclosed weaker than expected financial performance; the Company has suffered worse than expected operating cash flow; and the Companys total debt level has significantly increased. |
Page 4 of 6 Pages
| The New Proposal Letter stated that the Consortium intends to finance the Transaction with a combination of equity provided by the Sponsor, rollover equity from Mr. Liu, the Everbright Entities and possibly other rollover shareholders, a certain amount of cash of the Company, and debt (the Debt Financing) to be arranged by a reputable bank, and that the New Proposal Letter is not subject to any financing conditions. |
| The New Proposal Letter stated that the Consortium plans to structure the Transaction as a merger, by which a wholly-owned subsidiary of the holding company that is 100% owned by the Consortium (Parent), will merge with and into the Company, making the Company privately held and wholly-owned by Parent. |
| The New Proposal Letter stated that, based on the data access the Consortium has received, the Consortium has substantially completed its due diligence, subject to certain confirmatory items (including tax due diligence) to be made available by the Independent Committee at a later stage of the process. The Consortium expects that the regulatory approvals required for the Transaction will include customary SEC filings and antitrust approvals (if any). |
| The New Proposal Letter also stated that it would be effective until 5:00 p.m. Hong Kong time on November 30, 2013, after which the Consortium reserve the right to withdraw the New Proposal Letter. In addition, the New Proposal Letter stated that it did not constitute a binding obligation to effect the proposed Transaction, and any such binding obligation would be set forth only in the definitive agreements with respect to the proposed Transaction. |
In addition, the Consortium has obtained a highly confident letter (the Highly Confident Letter) issued by a reputable bank on October 25, 2013, pursuant to which such bank is highly confident to be able to arrange the Debt Financing, has obtained initial approvals from its credit committees for the Debt Financing and would be able to complete the Debt Financing in a timely and efficient manner.
The description of the New Proposal Letter set forth above in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the New Proposal Letter, which has been filed as Exhibit 7.05, and is incorporated herein by this reference.
ITEM 5 | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Original Schedule 13D is amended and restated in its entirety as follows:
The information contained on each of the cover pages of this Amendment No. 1 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. 1, are hereby incorporated herein by reference.
(a) (b) | As of the date hereof, Mr. Liu beneficially owns 70,545,117 Ordinary Shares, comprising (i) 2,722,617 Ordinary Shares, including 2,020,000 Ordinary Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, directly held by Mr. Liu, (ii) 53,250,000 Ordinary Shares held by Tekventure Limited, and (iii) 14,572,500 Ordinary Shares issuable upon exercise of options within 60 days of the date hereof held by Colossal Win Limited, which Ordinary Shares in (i), (ii) and (iii) collectively represent 11.90% of the outstanding Ordinary Shares. Mr. Liu holds 84.5% of the outstanding shares of Tekventure Limited, wholly owns Colossal Win Limited, and is the sole director of each Tekventure Limited and Colossal Win Limited. Mr. Liu has voting and dispositive power over these Ordinary Shares. In addition, Mr. Liu directly holds certain unvested options representing 5,197,500 underlying Ordinary Shares that are issuable more than 60 days after the date hereof. |
The above disclosure of percentage information is based on a total of 592,610,431 Ordinary Shares, including (i) 576,017,931 Ordinary Shares outstanding as of June 30, 2013 based on the Issuers Form 6-K filed with the SEC on August 28, 2013 and (ii) 16,592,500 Ordinary Shares issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Person.
Page 5 of 6 Pages
(c) | On October 1, 2013, the Company issued 215,000 Ordinary Shares to Mr. Liu pursuant to the terms of the outstanding restricted share units of the Issuer held by him. |
Except as described above in this Item 5(c), the Reporting Person has not effected any transactions in the Ordinary Shares of the Issuer during the 60 days preceding the filing of this Amendment No. 1.
(d) (e) | Not applicable. |
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPSWITH RESPECT TO SECURITIES OF THE ISSUER. |
Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:
The information regarding the New Proposal Letter and the Highly Confident Letter under Item 4 is incorporated herein by reference in its entirety.
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: | Consortium Agreement by and between Mr. Liu and ChinaAMC Capital Management Limited, dated as of June 6, 2013. | |
Exhibit 7.02: | Proposal Letter from Mr. Liu and ChinaAMC Capital Management Limited to the board of directors of the Issuer, dated as of June 6, 2013. | |
Exhibit 7.03: | Framework Agreement by and among ChinaAMC Capital Management Limited, CSOF Technology Investments Limited, Accurate Global Limited and Advanced Orient Limited, dated as of July 24, 2013. | |
Exhibit 7.04: | Stock Option Agreement by and between the Company and Mr. Liu, dated as of May 10, 2013. | |
Exhibit 7.05: | Binding Proposal Letter from Mr. Tianwen Liu, ChinaAMC Capital Management Limited, Accurate Global Limited, Advance Orient Limited and CSOF Technology Investments Limited, dated as of November 2, 2013. |
| Previously filed on July 26, 2013. |
Page 6 of 6 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: November 4, 2013 | ||
Tianwen Liu | ||
By: | /s/ Tianwen Liu |
Exhibit 7.05
November 2, 2013
STRICTLY PRIVATE AND CONFIDENTIAL
Goldman Sachs (Asia) L.L.C.
Attention: Dan Swift and Andrew Huang
68/F Cheung Kong Center
2 Queens Road Central
Hong Kong, Hong Kong SAR
Dear Messrs. Swift and Huang:
Reference is made to your process letter, dated October 30, 2013, soliciting a non-binding proposal regarding the acquisition by the Consortium (as defined below) of all of the outstanding shares of iSoftStone Holdings Limited (the Company) that are not already owned by the Consortium (the Transaction).
We began legal and accounting due diligence on the Company on August 20, 2013 and have conducted business due diligence with the management for the past three weeks. During the course of such periods, we have substantially completed our due diligence based on the materials provided by the Company and we would like to express our sincere appreciation to the management, the Independent Committee of the Board of Directors of the Company and its advisors for the time and access with which we have been provided throughout the course of the process. As you are aware, we have committed significant time and resources to the evaluation of the Company, and we believe that we can complete due diligence and execute definitive documentation with respect to the Transaction promptly with the active engagement of the Independent Committee and its advisors. In addition, we would expect to be able to close the Transaction promptly after we complete our due diligence as the only substantive closing conditions would be required regulatory and shareholder approvals.
We are highly committed to complete the Transaction in an expeditious manner and are pleased to submit a binding offer (the Proposal) for the Company. This Proposal underscores our continued strong interest in the Company and we look forward to the opportunity to successfully consummate this transaction with the Company.
Set forth below are the key terms of our Proposal.
1. Consortium. The consortium (the Consortium) currently consists of the following members (collectively, the Consortium Members):
| Mr. Tianwen Liu, the Chief Executive Officer and the Chairman of the Board of Directors of the Company; |
| ChinaAMC Capital Management Limited (the Sponsor), an alternative investment platform and an affiliate of China Asset Management (Hong Kong) Limited; and |
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| Accurate Global Limited, Advance Orient Limited and CSOF Technology Investments Limited, existing shareholders of the Company (the Everbright Entities), who agreed to participate in the Transaction with the Sponsor pursuant to a Framework Agreement dated July 24, 2013, as disclosed in the Schedule 13D filed on July 26, 2013. |
As you know, Mr. Tianwen Liu and the Everbright Entities have each agreed to work exclusively with the Sponsor and are interested only in pursuing this Transaction and are not interested in selling their ordinary shares or the American Depositary Shares (ADSs, each representing 10 ordinary shares of the Company) in any other transaction involving the Company.
2. Binding Offer Price. Our binding offer price for the Company is US$0.545 in cash per ordinary share or US$5.45 in cash per ADS, in each case other than for the ordinary shares and ADSs beneficially owned by Mr. Tianwen Liu and the Everbright Entities that may be rolled over in connection with the Transaction.
Our binding offer price has been adjusted down from the initial non-binding offer price stated in the preliminary proposal submitted by Mr. Tianwen Liu and the Sponsor to the Board of Directors on June 6, 2013 (the Announcement), which was based on publicly available information at that time, due to several factors, including the following:
a. | Since the Announcement, the Company has experienced and disclosed weaker than expected financial performance. The Companys reported income from operations declined by 115.2% year-on-year for the second quarter of
2013, and the Company recorded a net loss of US$1.9 million for the second quarter of 2013 compared with a net income of US$3.6 million for the same period of 2012. In addition, the Company is expected to record a net loss for the third quarter of 2013, according to the Companys earnings release for the second quarter of 2013. |
b. | Since the Announcement, the Company has suffered worse than expected operating cash flow. The Companys net cash used in operating activities increased from US$29.0 million for the first six months of 2012 to US$40.3 million for the first six months of 2013 and days sales outstanding was extended from 167 days for the first six months of 2012 to 194 days for the first six months of 2013. We believe that such deterioration in the cash flow has had a negative impact on the value of the Company. |
c. | The Companys total debt level has significantly increased from US$59.0 million as of March 31, 2013 to US$155.5 million as of June 30, 2013, 72.8% of which is short-term borrowings. Such total amount of the Companys debt represents 4.1 times of the Companys EBITDA of US$37.8 million for the twelve months ended June 30, 2013. The increased leverage ratio would significantly limit the Companys options and would increase the Companys costs for future financings. |
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Under our binding offer price, (i) the implied equity value of the Company is US$332.4 million based on a
total outstanding number of ordinary shares of 609.9 million, assuming the exercise of all in-the-money options and restricted shares units, excluding any proceeds from such exercise, and (ii) the implied enterprise value of the Company is
US$411.9 million, based on the implied equity value plus (1) total debt of US$155.5 million, plus (2) minority interest of US$6.8 million, and minus (3) cash of US$82.8 million, as of June 30, 2013. The implied enterprise value
of the Company represents a multiple of 10.1 times the Non-GAAP income from operations of US$40.9 million and the equity value of the Company represents a multiple of 9.9 times the Non-GAAP net income of
US$33.5 million, as reported by the
Company for the twelve months ended June 30, 2013.
We believe our Proposal, which represents a premium of 23.6% to the Companys average closing price for the last 30-trading days prior to the Announcement, provides a very attractive opportunity to the Companys shareholders to realize superior value and our commitment provides a high degree of comfort regarding the certainty of closing.
3. Transaction Structure. We plan to structure the Transaction as a merger, by which a wholly-owned subsidiary of the holding company that is 100% owned by the Consortium (Parent), will merge with and into the Company, making the Company privately held and wholly-owned by Parent. We hereby confirm that we are acting as principal and not as agent in relation to the proposed Transaction.
4. Financing Sources. We intend to finance the Transaction with a combination of equity provided by the Sponsor, rollover equity from Mr. Tianwen Liu, the Everbright Entities and possibly other rollover shareholders, a certain amount of cash of the Company, and debt (the Debt Financing) to be arranged by a reputable bank. Pursuant to a highly confident letter issued by such bank on October 25, 2013, such bank is highly confident to be able to arrange the Debt Financing, has obtained initial approvals from its credit committees for the Debt Financing and would be able to complete the Debt Financing in a timely and efficient manner. Please note that our Proposal is not subject to any financing conditions.
5. Management Retention. We plan to retain all senior management members of the Company after closing of the Transaction.
6. Internal Approvals. The signatories of the Proposal are duly authorized representatives of the Consortium. The Consortium has received all internal approvals necessary to submit this Proposal.
7. External Approvals. Other than customary SEC filings and antitrust approvals (if any), we do not expect that the Transaction will be subject to any governmental or regulatory approvals.
8. Due Diligence. Based upon the data access that we have received, we have substantially completed our due diligence. We have requested, and you have agreed to provide, access to certain confirmatory items (including tax due diligence) to be available at the final stage of the process. Our Proposal is subject to the completion of due diligence on such confirmatory items. We are highly confident that we will be able to complete our due diligence on these items expeditiously with your cooperation.
9. Merger Agreement. We have enclosed our proposed merger agreement as attachment 1. This agreement represents the form of merger agreement we would be prepared to execute.
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10. Binding Offer Expiry Date. The Proposal will be effective until 5:00 p.m. Hong Kong time on November 30, 2013, after which we reserve the right to withdraw the Proposal, of which we would notify you in writing, unless the terms outlined in the Proposal are previously accepted or otherwise agreed. We are highly committed and are confident that the Transaction can be closed on a highly expedited basis as outlined in this letter, and we remain eager to engage with the Independent Committee or its advisors as soon as practicable. This Proposal does not constitute a binding obligation to effect the proposed Transaction, and any such binding obligation will be set forth only in the definitive agreements with respect to the proposed Transaction.
11. Public Disclosure. Mr. Tianwen Liu and Everbright Entities will, as required by law, promptly file an amendment to their respective existing Schedules 13D to disclose this Proposal. We are sure you will agree with us that it is otherwise in all of our interests to ensure that we proceed in a confidential manner, unless otherwise required by law, until we have executed the definitive agreements or terminated our discussions in connection with the proposed Transaction.
Our Proposal is highly attractive and provides full value for the shareholders of the Company. Moreover, our Proposal would deliver this value with great certainty, as we are prepared to move quickly and able to provide a cash transaction without financing contingencies. We look forward to working together with the Independent Committee and its advisors to consummate the Transaction successfully and expeditiously.
Enclosed:
Attachment 1: Merger Agreement
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Tianwen Liu |
/s/ Tianwen Liu |
ChinaAMC Capital Management Limited | ||
By: | /s/ Cynthia Zhang | |
Name: | Cynthia Zhang | |
Title: | Managing Director |
Accurate Global Limited | ||
By: | /s/ Kiril Ip | |
Name: | Kiril Ip | |
Title: | Director | |
Advance Orient Limited | ||
By: | /s/ Richard Tang | |
Name: | Richard Tang | |
Title: | Director | |
CSOF Technology Investments Limited | ||
By: | /s/ Kiril Ip | |
Name: | Kiril Ip | |
Title: | Director |
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