0001193125-14-237667.txt : 20140624 0001193125-14-237667.hdr.sgml : 20140624 20140616160556 ACCESSION NUMBER: 0001193125-14-237667 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140616 DATE AS OF CHANGE: 20140616 GROUP MEMBERS: CAGP GENERAL PARTNER, L.P. GROUP MEMBERS: CAGP III CO-INVESTMENT, L.P. GROUP MEMBERS: CAGP, LTD. GROUP MEMBERS: CARLYLE GROUP L.P. GROUP MEMBERS: CARLYLE GROUP MANAGEMENT L.L.C. GROUP MEMBERS: CARLYLE HOLDINGS II GP L.L.C. GROUP MEMBERS: CARLYLE HOLDINGS II L.P. GROUP MEMBERS: TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P. GROUP MEMBERS: TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHINA RECYCLING ENERGY CORP CENTRAL INDEX KEY: 0000721693 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 900093373 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35537 FILM NUMBER: 14922846 BUSINESS ADDRESS: STREET 1: 12TH FLOOR, TOWER A, CHANG AN INTL BLDG STREET 2: NO. 88 NAN GUAN ZHENG XIE CITY: XI AN CITY, SHAN XI PROVINCE STATE: F4 ZIP: 710068 BUSINESS PHONE: 86-29-8765-1097 MAIL ADDRESS: STREET 1: 12TH FLOOR, TOWER A, CHANG AN INTL BLDG STREET 2: NO. 88 NAN GUAN ZHENG XIE CITY: XI AN CITY, SHAN XI PROVINCE STATE: F4 ZIP: 710068 FORMER COMPANY: FORMER CONFORMED NAME: CHINA DIGITAL WIRELESS INC DATE OF NAME CHANGE: 20040810 FORMER COMPANY: FORMER CONFORMED NAME: BOULDER ACQUISITIONS INC DATE OF NAME CHANGE: 20020430 FORMER COMPANY: FORMER CONFORMED NAME: BOULDER BREWING CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARLYLE ASIA GROWTH PARTNERS III, L.P. CENTRAL INDEX KEY: 0001419251 IRS NUMBER: 980487641 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WALKERS SPV LIMITED STREET 2: WALKER HOUSE, MARY STREET PO BOX 908 GT CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9002 BUSINESS PHONE: (202) 729 5626 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. STE. 220 CITY: WASHINGTON STATE: DC ZIP: 20004-2505 SC 13D/A 1 d741867dsc13da.htm SC 13D/A SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

China Recycling Energy Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

168913101

(CUSIP Number)

Jeffrey W. Ferguson

The Carlyle Group

1001 Pennsylvania Avenue NW

Suite 220 South

Washington, DC 20004

(202) 347-2626

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

June 9, 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), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) 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).

 

 

 

Explanatory Note

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on June 8, 2009, as amended to date, (the “Statement”). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.

 

ITEM 4. Purpose of Transaction.

Item 4 of the Statement is amended and supplemented by the following:

On June 9, 2014, Carlyle Asia Growth Partners III, L.P. and CAGP III Co-Investment, L.P. (together, the “Carlyle Entities”) terminated the share purchase agreement (the “SPA”) with Great Essential Investment, Ltd. (“Great Essential”), dated as of August 25, 2013, pursuant to the terms as set forth in the SPA. Pursuant to the SPA, the Carlyle Entities agreed to sell to Great Essential and Great Essential agreed to buy from the Carlyle Entities a total of 12,465,938 shares of common stock of the Issuer in two tranches, representing the Carlyle Entities’ entire share ownership in the Issuer, at a total purchase price of $21,815,391.50. The SPA remains in effect so far as it relates to the obligation of the Carlyle Entities to sell and Great Essential to purchase the first tranche of shares, consisting of 1,142,857 shares in the Issuer.

Except as otherwise set forth above in this Item 4, as amended and supplemented, the Reporting Persons and Related Persons have no present plans or proposals which would result in or relate to any of the transaction described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Statement is amended and supplemented by the following:

Item 4 above summarizes the termination of the SPA in accordance with its terms and is incorporated herein by reference.

 

ITEM 7. Materials to be Filed as Exhibits

 

Exhibit
Number		    Description
  1    Joint Filing Agreement, dated September 11, 2012, by and among the Reporting Persons (incorporated by reference to Exhibit 1 of the Schedule 13D filed by the Reporting Persons with the Commission on September 11, 2012)
  24    Power of Attorney (incorporated by reference to Exhibit 24 of the Schedule 13D filed by the Reporting Persons with the Commission on September 11, 2012).

 

2

SIGNATURES

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.

Date: June 16, 2014

 

CARLYLE GROUP MANAGEMENT L.L.C.
By:  

/s/ Norma Kuntz, attorney-in-fact

Name:   Daniel D’Aniello
Title:   Chairman
THE CARLYLE GROUP L.P.
By: Carlyle Group Management L.L.C., its general partner
By:  

/s/ Norma Kuntz, attorney-in-fact

Name:   Daniel D’Aniello
Title:   Chairman
CARLYLE HOLDINGS II GP L.L.C.
By: The Carlyle Group L.P., its managing member
By: Carlyle Group Management L.L.C., its general partner
By:  

/s/ Norma Kuntz, attorney-in-fact

Name:   Daniel D’Aniello
Title:   Chairman
CARLYLE HOLDINGS II L.P.
By:  

/s/ Norma Kuntz, attorney-in-fact

Name:   Daniel D’Aniello
Title:   Chairman
TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P.
By: Carlyle Holdings II L.P., its general partner
By:  

/s/ Norma Kuntz, attorney-in-fact

Name:   Daniel D’Aniello
Title:   Chairman
TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P.
By: TC Group Cayman Investment Holdings, L.P., its general partner
By: Carlyle Holdings II L.P., its general partner
By:  

/s/ Norma Kuntz, attorney-in-fact

Name:   Daniel D’Aniello
Title:   Chairman
CAGP LTD.
By:  

/s/ Norma Kuntz, attorney-in-fact

Name:   Daniel D’Aniello
Title:   Director

CAGP GENERAL PARTNER, L.P.
by: CAGP Ltd., its general partner
By:  

/s/ Norma Kuntz, attorney-in-fact

Name:   Daniel D’Aniello
Title:   Director
CARLYLE ASIA GROWTH PARTNERS III, L.P.
by: CAGP General Partner, L.P., its general partner
by: CAGP Ltd., its general partner
By:  

/s/ Norma Kuntz, attorney-in-fact

Name:   Daniel D’Aniello
Title:   Director
CAGP III CO-INVESTMENT, L.P.
by: CAGP General Partner, L.P., its general partner
by: CAGP Ltd., its general partner
By:  

/s/ Norma Kuntz, attorney-in-fact

Name:   Daniel D’Aniello
Title:   Director