AMBOW EDUCATION HOLDING LTD.
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CLASS A ORDINARY SHARES & AMERICAN DEPOSITARY SHARES (ADS)**
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02322P101
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Eric Ross
Senior Managing Director and Chief Compliance Officer
Avenue Capital Group
399 Park Avenue, 6th Floor
New York, NY 10022
(212) 850-7500
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David J. Johnson, Jr.
O’Melveny & Myers LLP
31st Floor, AIA Central
1 Connaught Road,
Central, Hong Kong, S.A.R.
(852) 3512-2300
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Doron Lipshitz
O’Melveny & Myers LLP
7 Times Square
New York, New York 10036
(212) 326-2000
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June 26, 2013
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* |
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.
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|
**
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Each American Depositary Share represents two (2) Class A Ordinary Shares, par value US$0.0001 per share.
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CUSIP No. 02322P101 |
1
|
NAME OF REPORTING PERSONS
GL Asia Mauritius II Cayman Limited
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
21,599,914
|
||
8
|
SHARED VOTING POWER
None
|
|||
9
|
SOLE DISPOSITIVE POWER
21,599,914
|
|||
10
|
SHARED DISPOSITIVE POWER
None
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
*
|
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
|
CUSIP No. 02322P101 |
1
|
NAME OF REPORTING PERSONS
GL Asia Mauritius II, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||
8
|
SHARED VOTING POWER
21,599,914
|
|||
9
|
SOLE DISPOSITIVE POWER
None
|
|||
10
|
SHARED DISPOSITIVE POWER
21,599,914
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
*
|
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
|
CUSIP No. 02322P101 |
1
|
NAME OF REPORTING PERSONS
Avenue Asia Special Situations Fund IV, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||
8
|
SHARED VOTING POWER
21,599,914*
|
|||
9
|
SOLE DISPOSITIVE POWER
None
|
|||
10
|
SHARED DISPOSITIVE POWER
21,599,914*
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
*
|
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
|
CUSIP No. 02322P101 |
1
|
NAME OF REPORTING PERSONS
Avenue Asia Capital Partners IV Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||
8
|
SHARED VOTING POWER
21,599,914*
|
|||
9
|
SOLE DISPOSITIVE POWER
None
|
|||
10
|
SHARED DISPOSITIVE POWER
21,599,914*
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
*
|
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
|
CUSIP No. 02322P101 |
1
|
NAME OF REPORTING PERSONS
Avenue Asia Capital Partners IV LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||
8
|
SHARED VOTING POWER
21,599,914*
|
|||
9
|
SOLE DISPOSITIVE POWER
None
|
|||
10
|
SHARED DISPOSITIVE POWER
21,599,914*
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
*
|
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
|
CUSIP No. 02322P101 |
1
|
NAME OF REPORTING PERSONS
GL Asia Partners IV, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||
8
|
SHARED VOTING POWER
21,599,914*
|
|||
9
|
SOLE DISPOSITIVE POWER
None
|
|||
10
|
SHARED DISPOSITIVE POWER
21,599,914*
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
*
|
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
|
CUSIP No. 02322P101 |
1
|
NAME OF REPORTING PERSONS
Avenue Asia Capital Management, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||
8
|
SHARED VOTING POWER
21,599,914*
|
|||
9
|
SOLE DISPOSITIVE POWER
None
|
|||
10
|
SHARED DISPOSITIVE POWER
21,599,914*
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
*
|
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
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CUSIP No. 02322P101 |
1
|
NAME OF REPORTING PERSONS
Avenue Asia Capital Management GenPar, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||
8
|
SHARED VOTING POWER
21,599,914*
|
|||
9
|
SOLE DISPOSITIVE POWER
None
|
|||
10
|
SHARED DISPOSITIVE POWER
21,599,914*
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
HC
|
*
|
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
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CUSIP No. 02322P101 |
1
|
NAME OF REPORTING PERSONS
Marc Lasry
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||
8
|
SHARED VOTING POWER
21,599,914*
|
|||
9
|
SOLE DISPOSITIVE POWER
None
|
|||
10
|
SHARED DISPOSITIVE POWER
21,599,914*
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
HC/IN
|
*
|
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
|
Item 1.
|
Security and Issuer
|
Item 4.
|
Purpose of the Transaction
|
Item 7.
|
Material to be filed as Exhibits
|
Exhibit Number
|
Description
|
Exhibit 99.1
|
Press Release of GL Asia Mauritius II Cayman Limited, dated June 26, 2013
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Date: June 27, 2013
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GL ASIA MAURITIUS II CAYMAN LIMITED
|
|
By:
|
/s/ Jennifer Tang | |
Name: Jennifer Tang
|
||
Title: Director
|
||
GL ASIA MAURITIUS II, LLC
|
||
By:
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/s/ Eric Ross | |
Name: Eric Ross
|
||
Title: Attorney-in-Fact for Marc Lasry, Managing Member
|
||
AVENUE ASIA SPECIAL SITUATIONS FUND IV, L.P.
|
||
By:
|
Avenue Asia Capital Partners IV, Ltd.
its General Partner
|
|
By:
|
Avenue Asia Capital Partners IV, LLC,
its Sole Shareholder
|
|
By:
|
GL Asia Partners IV, LLC,
its Managing Member
|
|
By:
|
/s/ Eric Ross | |
Name: Eric Ross
|
||
Title: Attorney-in-Fact for Marc Lasry, Managing Member
|
||
AVENUE ASIA CAPITAL PARTNERS IV, LTD.
|
||
By:
|
Avenue Asia Capital Partners IV,
LLC, its Sole Shareholder
|
|
By:
|
GL Asia Partners IV, LLC,
its Managing Member
|
|
By:
|
/s/ Eric Ross | |
Name: Eric Ross
|
||
Title: Attorney-in-Fact for Marc Lasry, Managing Member
|
||
AVENUE ASIA CAPITAL PARTNERS IV, LLC
|
||
By:
|
GL Asia Partners IV, LLC,
its Managing Member
|
|
By:
|
/s/ Eric Ross | |
Name: Eric Ross
|
||
Title: Attorney-in-Fact for Marc Lasry, Managing Member
|
||
GL ASIA PARTNERS IV, LLC
|
||
By:
|
/s/ Eric Ross | |
Name: Eric Ross
|
||
Title: Attorney-in-Fact for Marc Lasry, Managing Member
|
||
AVENUE ASIA CAPITAL MANAGEMENT, L.P.
|
||
By:
|
Avenue Asia Capital Management GenPar, LLC,
its General Partner
|
|
By:
|
/s/ Eric Ross | |
Name: Eric Ross
|
||
Title: Attorney-in-Fact for Marc Lasry, Managing Member
|
||
AVENUE ASIA CAPITAL MANAGEMENT GENPAR, LLC
|
||
By:
|
/s/ Eric Ross | |
Name: Eric Ross
|
||
Title: Attorney-in-Fact for Marc Lasry, Managing Member
|
||
MARC LASRY
|
||
By:
|
/s/ Eric Ross | |
Name: Eric Ross
|
||
Title: Attorney-in-Fact for Marc Lasry, Managing Member
|
|
·
|
Immediately upon learning that a whistleblower had accused Ambow senior management of fraudulent conduct, Ambow’s Audit Committee initiated an investigation into alleged wrongdoing by Dr. Huang and other senior management members on July 3, 2012. By March 2013, the Audit Committee’s counsel at Fenwick & West LLP (“Fenwick”) had concluded that the Audit Committee investigation could not conclude so long as Dr. Huang remained Ambow’s CEO and President. But when the Audit Committee asked that Dr. Huang resign or take a leave of absence, she refused, setting off a chain of resignations by the Company’s three independent directors, including two Audit Committee members, and Fenwick.
|
|
·
|
PricewaterhouseCoopers Zhong Tian CPAs Limited Company (“PWC”)—the “Big Four accounting firm” Dr. Huang touts in her letter— resigned as the Company’s outside independent auditors because “of its concerns that the [Audit Committee] Investigation may not be given the necessary resources and time, and the presence of existing management may make conducting an investigation of the scope that PWC believes is warranted unlikely.”
|
|
·
|
Because of these resignations and other negative events surrounding Ambow, the NYSE suspended trading of Ambow’s ADSs.
|
|
·
|
In the year before that trading suspension, with Dr. Huang at the helm, the trading price of Ambow’s ADSs plummeted approximately 87%.
|
|
·
|
For the second year in a row, Ambow has failed to timely file its Annual Report on SEC Form 20-F, and it appears unlikely to that Ambow will be able to disclose audited financial statements for 2012 any time soon.
|