KKR Amends Tarena Stake: Ownership Update Filed Jan 5
Ticker: VSA · Form: SC 13D/A · Filed: Jan 5, 2024 · CIK: 1592560
| Field | Detail |
|---|---|
| Company | Tarena International, Inc. (VSA) |
| Form Type | SC 13D/A |
| Filed Date | Jan 5, 2024 |
| Risk Level | medium |
| Pages | 12 |
| Reading Time | 15 min |
| Key Dollar Amounts | $0.001, $1.3503, $1.3085, $1.3076, $1.2482 |
| Sentiment | neutral |
Complexity: simple
Sentiment: neutral
Topics: insider-ownership, amendment, institutional-investor
TL;DR
**KKR just updated its Tarena stake, watch for potential shifts!**
AI Summary
KKR Group Partnership L.P. and its affiliates, including George R. Roberts and Henry R. Kravis, filed an Amendment No. 7 to their Schedule 13D on January 5, 2024, indicating a change in their beneficial ownership of Tarena International, Inc. Class A Ordinary Shares. This amendment was triggered by an event on January 2, 2024. While the filing doesn't detail the specific transaction, it signals a potential shift in KKR's investment strategy or stake in Tarena, which could impact the stock's perceived value and future direction for current or prospective shareholders.
Why It Matters
This filing signals a change in KKR's significant stake in Tarena, which could influence investor sentiment and the company's strategic direction.
Risk Assessment
Risk Level: medium — Changes in significant shareholder positions can introduce uncertainty regarding a company's future governance and strategic decisions.
Analyst Insight
Investors should monitor subsequent filings or company announcements from Tarena International, Inc. and KKR for details on the specific transaction that triggered this amendment, as it could signal a change in KKR's long-term commitment or strategy regarding Tarena.
Key Players & Entities
- KKR Group Partnership L.P. (company) — filing entity and beneficial owner of Tarena International, Inc. shares
- Tarena International, Inc. (company) — subject company whose Class A Ordinary Shares are being reported
- George R. Roberts (person) — group member associated with KKR
- Henry R. Kravis (person) — group member associated with KKR
- Christopher Lee, Esq. (person) — contact person for Kohlberg Kravis Roberts & Co. L.P.
- Paul, Weiss, Rifkind, Wharton & Garrison LLP (company) — legal counsel for the filing group
- $0.001 (dollar_amount) — par value per Class A Ordinary Share of Tarena International, Inc.
FAQ
What is the purpose of this SC 13D/A filing?
This SC 13D/A filing is an Amendment No. 7 to a Schedule 13D, indicating a change in beneficial ownership of Tarena International, Inc. Class A Ordinary Shares by KKR Group Partnership L.P. and its affiliated entities, as required by the Securities Exchange Act of 1934.
Who are the primary filing persons or groups associated with this amendment?
The primary filing persons and group members include KKR Group Partnership L.P., KKR & Co. Inc., KKR China Growth Fund L.P., KKR Management LLP, Talent Fortune Holdings Ltd, and individuals George R. Roberts and Henry R. Kravis.
What is the CUSIP number for Tarena International, Inc.'s Class A Ordinary Shares?
The CUSIP number for Tarena International, Inc.'s Class A Ordinary Shares is G8675B 105.
When was the event that triggered this filing?
The date of the event which required the filing of this statement was January 2, 2024.
What is the par value of Tarena International, Inc.'s Class A Ordinary Shares?
The par value of Tarena International, Inc.'s Class A Ordinary Shares is $0.001 per share.
Filing Stats: 3,645 words · 15 min read · ~12 pages · Grade level 10.3 · Accepted 2024-01-05 08:43:45
Key Financial Figures
- $0.001 — er) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securitie
- $1.3503 — DS Talent November 24, 2023 2,888 US$1.3503 Talent November 27, 2023 17,221 US$
- $1.3085 — 3 Talent November 27, 2023 17,221 US$1.3085 Talent November 28, 2023 28,720 US$
- $1.3076 — 5 Talent November 28, 2023 28,720 US$1.3076 Talent November 29, 2023 5,767 US$1
- $1.2482 — 76 Talent November 29, 2023 5,767 US$1.2482 Talent November 30, 2023 3,427 US$1
- $1.2183 — 82 Talent November 30, 2023 3,427 US$1.2183 Talent December 1, 2023 2,468 US$1.
- $1.2100 — 183 Talent December 1, 2023 2,468 US$1.2100 Talent December 4, 2023 1,746 US$1.
- $1.1600 — 482 Talent December 5, 2023 1,201 US$1.1600 Talent December 6, 2023 18,257 US$1
- $1.1088 — 00 Talent December 6, 2023 18,257 US$1.1088 Talent December 7, 2023 26,644 US$1
- $1.0044 — 88 Talent December 7, 2023 26,644 US$1.0044 Talent December 8, 2023 35,190 US$1
- $1.0171 — 44 Talent December 8, 2023 35,190 US$1.0171 Talent December 11, 2023 16,639 US$
- $1.0100 — 1 Talent December 11, 2023 16,639 US$1.0100 Talent December 12, 2023 3,280 US$0
- $0.9871 — 00 Talent December 12, 2023 3,280 US$0.9871 Talent December 14, 2023 7,500 US$0
- $0.9000 — 71 Talent December 14, 2023 7,500 US$0.9000 Talent December 22, 2023 17,447 US$
- $1.2347 — 0 Talent December 22, 2023 17,447 US$1.2347 Talent December 26, 2023 43,700 US$
Filing Documents
- ef20018180_sc13da.htm (SC 13D/A) — 458KB
- 0001140361-24-000838.txt ( ) — 461KB
of the Schedule 13D is hereby amended and supplemented to include the following
Item 2 of the Schedule 13D is hereby amended and supplemented to include the following: Mr. Dane Holmes currently serves as an executive officer of KKR & Co. Inc. Mr. Holmes is a United States citizen and his business address is c/o Kohlberg Kravis Roberts & Co. L.P., 555 California Street, 50th Floor, San Francisco, CA 94104. The directors of KKR & Co. Inc. are listed on the amended and restated Annex A attached hereto, which is incorporated herein by reference. Item 5. Interest in Securities of the Issuer
of the Schedule 13D is hereby amended and restated as follows
Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) and (b) The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. Talent directly beneficially owns 5,263,858 Class A Ordinary Shares. The shares that Talent directly beneficially owns represent 11.3% of the Class A Ordinary Shares outstanding. Talent has sole voting and dispositive power over the Class A Ordinary Shares it directly owns. Each of Talent Holdings (as sole shareholder of Talent), KKR CGF (as controlling shareholder of Talent Holdings), KKR Associates (as the general partner of KKR CGF), KKR China Growth (as the general partner of KKR Associates), KKR Group Partnership (as the sole shareholder of KKR China Growth), KKR Group Holdings (as the general partner of KKR Group Partnership), KKR Group (as the sole shareholder of KKR Group Holdings), KKR & Co. (as the sole shareholder of KKR Group), KKR Management (as the Series I preferred stockholder of KKR & Co.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management) may be deemed to beneficially own the securities that are beneficially owned by Talent. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person (other than Talent for its directly held shares) that it is the Page 14 beneficial owner of any Class A Ordinary Shares for any purpose, and such beneficial ownership is expressly disclaimed. To the best knowledge of the Reporting Persons, none of the other persons named in Item 2 beneficially owns any Class A Ordinary Shares except as described herein. (c) Except as set forth on in the table below, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in the Class A Ordinary Shares in the past 60 days. The table below sets forth the transactions effected by the Reportin
of the Schedule 13D is hereby amended and restated as follows
Item 7 of the Schedule 13D is hereby amended and restated as follows: Exhibit A Joint Filing Agreement dated December 19, 2023, by and among the Reporting Persons, previously filed. Exhibit B Powers of Attorney for Henry R. Kravis and George R. Roberts, previously filed. Exhibit C Share Purchase Agreement dated June 13, 2015, by and among Talent, the GS Sellers, and Connion, previously filed. Exhibit D Share Purchase Agreement dated June 13, 2015, by and among Talent, the IDG Sellers, and Connion, previously filed. Exhibit E Convertible Bond Purchase Agreement dated July 14, 2015, by and among Talent, Talent Wise, Moocon and Mr. Han, previously filed. Exhibit F Registration Rights Agreement dated July 17, 2015, by and between the Issuer and Talent, previously filed. Exhibit G Rollover and Support Agreement dated April 30, 2021, by and between Kidedu Holdings Limited and Talent Fortune Investment Limited, previously filed. Exhibit H Agreement and Plan of Merger, among Kidedu Holdings Limited, Kidarena Merger Sub and the Issuer, dated as of April 30, 2021, incorporated herein by reference to Exhibit 99.2 to the Report on Form 6-K filed by the Issuer with the SEC on May 3, 2021. Exhibit J Termination and Settlement Agreement among Kidedu Holdings Limited, Kidarena Merger Sub, Mr. Shaoyun Han, Kidtech Limited, Ascendent Capital Partners III, L.P. Page 16 and the Issuer dated as of November 15, 2021, incorporated herein by reference to Exhibit 99.2 to the Report on Form 6-K filed by the Issuer with the SEC on November 15, 2021. Page 17 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. Dated: January 5, 2024 Talent Fortune Investment Limited By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary Talent Fortune Holdings Limited By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secreta