KKR Amends Tarena International Stake, Files SC 13D/A

TL;DR

**KKR just updated its Tarena International ownership filing, watch for potential shifts.**

AI Summary

KKR Group Partnership L.P. filed an Amendment No. 8 to its Schedule 13D on January 23, 2024, regarding its ownership in Tarena International, Inc. This filing updates previous disclosures about KKR's stake in the educational services company. For investors, this matters because KKR is a significant institutional holder, and changes in their filings can signal shifts in their investment thesis or potential future actions, impacting the stock's perceived value and stability.

Why It Matters

This filing indicates an update to KKR's ownership position or intentions regarding Tarena International, Inc., which could influence market perception and future stock performance.

Risk Assessment

Risk Level: low — This is an amendment to a routine disclosure, indicating an update rather than a new, unexpected event, thus posing low immediate risk.

Analyst Insight

Investors should monitor future KKR filings for Tarena International, Inc. to understand any material changes in their investment strategy, as KKR's actions can influence market sentiment and the stock's trajectory.

Key Numbers

• 8 — Amendment Number (This is the 8th amendment to the Schedule 13D filing by KKR regarding Tarena International, Inc.)
• G8675B 105 — CUSIP Number (Identifies the Class A Ordinary Shares of Tarena International, Inc.)

Key Players & Entities

• KKR Group Partnership L.P. (company) — the filing person and a significant investor in Tarena International, Inc.
• Tarena International, Inc. (company) — the subject company whose Class A Ordinary Shares are being reported on
• Christopher Lee, Esq. (person) — contact person for Kohlberg Kravis Roberts & Co. L.P.
• Judie Ng Shortell, Esq. (person) — contact person for Paul, Weiss, Rifkind, Wharton & Garrison LLP
• January 23, 2024 (date) — date of the event requiring this filing
• $0.001 (dollar_amount) — par value per share of Tarena International, Inc. Class A Ordinary Shares

Forward-Looking Statements

• KKR will continue to hold a significant stake in Tarena International, Inc. (KKR Group Partnership L.P.) — medium confidence, target: 2025-01-23

FAQ

Key Financial Figures

• $0.001 — er) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securitie
• $0.2 — to the Issuer at a per share price of US$0.2. Of the 5,119,698 Class A Ordinary Sha
• $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 Page 15 Talent December 14, 2023 7
• $0.9000 — 5 Talent December 14, 2023 7,500 US$0.9000 Talent December 22, 2023 17,447 US$

Filing Documents

• ef20019385_sc13da.htm (SC 13D/A) — 591KB
• 0001140361-24-003761.txt ( ) — 593KB

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

Item 4 of the Schedule 13D is hereby amended and restated as follows: The information set forth in Item 6 is hereby incorporated by reference into this Item 4. As further discussed in Item 6 below, on January 19, 2024, Talent and the Issuer entered into a Share Repurchase Agreement (the "SRA") pursuant to which Talent agreed to sell to the Issuer 5,119,698 Class A Ordinary Shares to the Issuer at a per share price of US$0.2. Of the 5,119,698 Class A Ordinary Shares to be sold by Talent to the Issuer, 2,559,849 Class A Ordinary Shares were sold on January 23, 2024 after the closing conditions in the SRA were satisfied. The remaining 2,559,849 Class A Ordinary Shares are expected to be sold on February 26, 2024, subject to certain closing conditions being satisfied. 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 2,559,849 Class A Ordinary Shares. The shares that Talent directly beneficially owns represent 5.5% 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 Page 14 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 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 and as described in Items 4 and 6, 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 tran

of the Schedule 13D is hereby amended and supplemented to include the following

Item 6 of the Schedule 13D is hereby amended and supplemented to include the following: Share Repurchase Agreement On January 19, 2024, Talent and the Issuer entered into a Share Repurchase Agreement (the "SRA") pursuant to which Talent agreed to sell to the Issuer 5,119,698 Class A Ordinary Shares to the Issuer at a per share price of US$0.2. Under the SRA, the sale will occur on two separate dates. The first closing for the sale and repurchase of 2,559,849 Class A Ordinary Shares will take place on the fifth business day following the date of the SRA (the "First Closing"). The second closing of the sale and repurchase of the remaining 2,559,849 Class A Ordinary Shares will take place on the fifth business day following February 19, 2024 (the "Second Closing"). Each of the First Closing and Second Closing is subject to certain closing conditions set forth in the SRA, including the condition that Talent has received payment from the Issuer for the Class A Ordinary Shares to be sold at each of the First Closing and Second Closing. Talent and the Issuer agreed to accelerate the timing of the First Closing and the First Closing occurred on January 23, 2024. The Second Closing is expected to occur on February 26, 2024, subject to certain closing conditions being satisfied. Page 16 The description of the terms of the SRA are qualified in their entirety by reference to the SRA that is listed in Item 7 and is incorporated by reference in this Item 6. Item 7. Material to Be Filed as Exhibits

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. 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. Exhibit K Share Repurchase Agreement dated January 19, 2024, by and between the Issuer and Talent, filed herewith. 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 25, 2024 Talent Fortune Investment Limited By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary Talent Fortu

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View this SC 13D/A filing on SEC EDGAR