KKR Affiliates Maintain Stake in TCTM Kids IT Education

TL;DR

**KKR and its affiliates are still major owners of TCTM Kids IT Education Inc., per their latest 13D/A filing.**

AI Summary

This SC 13D/A filing, dated February 26, 2024, indicates that KKR Group Partnership L.P., along with its affiliates including KKR & Co. Inc., George R. Roberts, and Henry R. Kravis, continues to report its beneficial ownership in TCTM Kids IT Education Inc. (formerly Tarena International, Inc.). The filing updates the ownership status of the KKR entities, which are associated with investment advice, in the educational services company based in Beijing, China.

Why It Matters

This filing provides transparency into the continued significant ownership of a major investment firm, KKR, in a Chinese educational technology company, which can influence market perception and strategic direction.

Risk Assessment

Risk Level: low — This is an amendment filing, indicating no new major transactions or significant changes in ownership, thus posing low immediate risk.

Key Players & Entities

• TCTM Kids IT Education Inc. (company) — Subject Company
• KKR Group Partnership L.P. (company) — Filing Entity
• KKR & CO. INC. (company) — Group Member
• GEORGE R. ROBERTS (person) — Group Member
• HENRY R. KRAVIS (person) — Group Member

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

Filing Documents

• ef20022277_sc13da.htm (SC 13D/A) — 379KB
• 0001140361-24-009488.txt ( ) — 381KB

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 were sold on February 22, 2024 after the closing conditions in the SRA were 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 0 Class A Ordinary Shares. The shares that Talent directly beneficially owns represent 0.0% of the Class A Ordinary Shares outstanding. 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) Since the filing of Amendment No. 8 to the Schedule 13D on January 25, 2024, except 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. Page 14 (d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein. (e) As described herein, on February 22, 2024, the Reporting Persons ceased to be the beneficial owners of 5% or more of the Class A Ordinary Shares of the Issuer. Accordingly, this statement on Schedule 13D is hereby terminated, and this Amendment constitutes the final amendment hereto. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

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 Page 15 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. Talent and Issuer also agreed to accelerate the timing of the Second Closing, and the Second Closing occurred on February 22, 2024 after certain closing conditions were satisfied. 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, previously filed. Page 16 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: February 26, 2024 Talent Fortune Investment Limited By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary

View Full Filing

View this SC 13D/A filing on SEC EDGAR