0001193125-13-462093.txt : 20131204 0001193125-13-462093.hdr.sgml : 20131204 20131204160559 ACCESSION NUMBER: 0001193125-13-462093 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20131204 DATE AS OF CHANGE: 20131204 GROUP MEMBERS: TAO LI GROUP MEMBERS: TENG YUE PARTNERS HOLDINGS, LLC 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: 131257365 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: Teng Yue Partners, L.P. CENTRAL INDEX KEY: 0001580319 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.583.7758 MAIL ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 d639213dsc13da.htm SC 13D/A SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D/A

(Amendment No. 2)

(Rule 13d-101)

Under the Securities Exchange Act of 1934

 

 

iSoftStone Holdings Limited

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

46489B108*

(CUSIP NUMBER)

Tao Li

650 Fifth Avenue

Suite 3301

New York, NY 10019

(212) 583-7758

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

November 20, 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 which 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  ¨.

The information required in 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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

* This CUSIP number applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing ten ordinary shares, par value $0.0001 per share. No CUSIP has been assigned to the ordinary shares.

 

 

 

 

1 of  8


CUSIP No.  46489B108     13D/A      

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Teng Yue Partners, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF/OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

39,594,980

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

39,594,980

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

39,594,980

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.8%

14  

TYPE OF REPORTING PERSON*

 

IA, PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

2 of 8


CUSIP No.  46489B108     13D/A      

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Teng Yue Partners Holdings, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF/OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

39,594,980

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

39,594,980

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

39,594,980

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.8%

14  

TYPE OF REPORTING PERSON*

 

HC, OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

3 of 8


CUSIP No.  46489B108     13D/A      

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Tao Li

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF/OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

People’s Republic of China

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

39,594,980

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

39,594,980

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

39,594,980

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.8%

14  

TYPE OF REPORTING PERSON*

 

HC, IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

4 of 8


SCHEDULE 13D/A

This Amendment No. 2 (this “Amendment”) to the Schedule 13D filed on June 28, 2013, as subsequently amended on July 18, 2013 (together, the “Schedule 13D”) is being filed on behalf of Teng Yue Partners, L.P., a Delaware limited partnership (“Teng Yue”), Teng Yue Partners Holdings, LLC, a Delaware limited liability company (“Teng Yue Holdings”), and Mr. Tao Li, the principal of Teng Yue and Teng Yue Holdings, relating to Ordinary Shares, par value $0.0001 per share (the “Ordinary Shares”), of iSoftStone Holdings Limited, a Cayman Islands exempted company (the “Issuer”).

This Amendment relates to Ordinary Shares of the Issuer purchased by Teng Yue through the accounts of certain private funds (collectively, the “Teng Yue Accounts”). Teng Yue serves as the investment manager of the Teng Yue Accounts and may direct the vote and dispose of the 39,594,980 Ordinary Shares held by the Teng Yue Accounts. Teng Yue Holdings serves as the general partner of Teng Yue and, in its capacity as such, may direct Teng Yue to direct the vote and disposition of the 39,594,980 Ordinary Shares held by the Teng Yue Accounts. As the principal of Teng Yue and Teng Yue Holdings, Mr. Li may direct the vote and disposition of the 39,594,980 Ordinary Shares held by the Teng Yue Accounts.

The Ordinary Shares reported in this Amendment are held by the Teng Yue Accounts through direct ownership of Ordinary Shares, as well as through American Depositary Shares, evidenced by American Depositary Receipts that are listed on the New York Stock Exchange.

Item 2(b) of the Schedule 13D is hereby amended and restated as follows:

 

Item 2. Identity and Background

(b) The principal place of business for each of the Reporting Persons is 650 Fifth Avenue, Suite 3301 New York, NY 10019.

Item 3 of the Schedule 13D is hereby amended and restated as follows:

 

Item 3. Source and Amount of Funds

As of December 2, 2013, the Teng Yue Accounts had invested approximately $19,781,563 (inclusive of brokerage commissions) in the Ordinary Shares of the Issuer. The source of these funds was the working capital of the Teng Yue Accounts. The Ordinary Shares are held in a margin account; however, no leverage was used for the purchase of the Ordinary Shares.

Item 4 of the Schedule 13D is hereby amended to add the following:

 

Item 4. Purpose of the Transaction

In addition, on November 20, 2013, the Reporting Persons sent a letter to the Independent Committee of the Board of Directors of the Issuer (the “Independent Committee”) urging the Independent Committee to reject the offer by a consortium of investors to purchase all of the outstanding Ordinary Shares of the Issuer (the “Offer”) and describing the Offer as “wholly unacceptable.” It is the Reporting Persons’ position to reject the Offer at the current offer price of $5.45 or at the previously proposed offer price of $5.85 in cash per American depositary share. The letter to the Independent Committee is attached to this Amendment as Exhibit 99.2. In connection with the letter, the Reporting Persons also engaged in, or intend to engage in, formal discussions with members of the board of directors of the Issuer, including members of the Independent Committee, management of the Issuer, other stockholders and financial advisors to the Issuer, the Independent Committee or others regarding the Offer. The Reporting Persons may also pursue legal actions to oppose the Offer.

 

5 of  8


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 of the Schedule 13D is hereby amended and restated as follows:

 

Item 5. Interest in Securities of the Issuer

(a) The aggregate percentage of Ordinary Shares reported to be owned by the Reporting Persons is based upon 582,504,751 Ordinary Shares outstanding, which is the total number of Ordinary Shares outstanding as of September 30, 2013, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 26, 2013.

Teng Yue, as the investment manager of the Teng Yue Accounts, may be deemed to beneficially own the 39,594,980 Ordinary Shares held by the Teng Yue Accounts, representing approximately 6.8% of the issued and outstanding Ordinary Shares of the Issuer.

Teng Yue Holdings, as the general partner of Teng Yue, the investment manager of the Teng Yue Accounts, may be deemed to beneficially own the 39,594,980 Ordinary Shares held by the Teng Yue Accounts, representing approximately 6.8% of the issued and outstanding Ordinary Shares of the Issuer.

Mr. Li, as principal of Teng Yue, the investment manager of the Teng Yue Accounts, and Teng Yue Holdings, the general partner of Teng Yue, may be deemed to beneficially own the 39,594,980 Ordinary Shares beneficially owned by the Teng Yue Accounts, representing approximately 6.8% of the issued and outstanding Ordinary Shares of the Issuer.

(b) Teng Yue, Teng Yue Holdings and Mr. Li have the shared power to vote and dispose of the Ordinary Shares owned by the Teng Yue Accounts reported in this Amendment.

(c) Not applicable

(d) No person other than the Reporting Persons or the Teng Yue Accounts is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares.

(e) Not applicable.

 

6 of  8


Item 6 of the Schedule 13D is hereby amended and restated as follows:

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The responses to Item 4 are incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

The remainder of the language in this Item 6 is deleted in its entirety.

Item 7 of the Schedule 13D is hereby amended to add the following:

 

Item 7. Material to be Filed as Exhibits

Exhibit 99.2 Letter to the Independent Committee of the Board of Directors of the Issuer from the Reporting Persons dated November 20, 2013.

 

7 of  8


Signatures

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 4, 2013

 

TENG YUE PARTNERS, L.P.
By:   Teng Yue Partners Holdings, LLC
  By: /s/  Tao Li                                                             
  Tao Li
  Manager
TENG YUE PARTNERS HOLDINGS, LLC
By: /s/  Tao Li                                                                           
Tao Li
Manager
/s/  Tao Li                                                                                  
Tao Li

 

8 of  8

EX-99.2 2 d639213dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

November 20, 2013

iSoftStone Holdings Limited

East Bldg. 16, Courtyard #10

Xibeiwang East Road, Haidian District

Beijing 100193

People’s Republic of China

Attention: Independent Committee of the Board of Directors

        RE:   Offer to Purchase Shares of iSoftStone Holdings Limited (the “Company”)

Dear Members of the Independent Committee:

As you are aware, Teng Yue Partners, LP (“Teng Yue Partners”) together with its affiliates beneficially owns approximately 39,594,980 ordinary shares, par value $0.0001 per share, of the Company (the “Shares”) representing approximately 7.0% of the Company’s total ordinary shares outstanding. We have reviewed the revised offer (the “Offer”) sent to the Company on November 2, 2013 from the Consortium (as defined therein) to purchase all of the Shares for US$0.545 per ordinary share (or $US5.45 per ADR) (the “Offer Price”).

Please be advised that we find the Offer Price wholly unacceptable, and, at such price, we are unwilling to sell our Shares and participate in the Offer. We find it hard to believe that an independent investment bank would be able to provide an opinion to the Independent Committee that the Offer Price is fair to shareholders.

We would like to discuss, as soon as possible, terms on which we would be willing to sell our Shares and hope that the Independent Committee can negotiate an Offer Price that is fair to all shareholders and not just those shareholders and directors who are members of the Consortium. Please let us know when you are available for such a discussion.

 

Sincerely,
TENG YUE PARTNERS, LP
By:  

/s/ Tao Li

  Tao Li
  Managing Partner