UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Shanda Games
Limited
(Name of Issuer)
Class A Ordinary Shares, par value US$0.01 per share
(Title of Class of Securities)
81941U105**
(CUSIP
Number)
Jie Lian
Lawrence Wang
Primavera
Capital (Cayman) Fund I L.P.
28th Floor, 28 Hennessy Road, Wanchai
Hong Kong
+852 3767-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with a copy to:
Timothy
M. Gardner
Latham & Watkins
18th Floor, One Exchange Square
8 Connaught Place, Central
Hong Kong
+852 2912-2500
September 1, 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 for
other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons 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. |
** |
This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing two Class A ordinary shares. |
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).
[Continued on following pages]
Page 1 of 13
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CUSIP No. 81941U105 |
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Page
2
of 13 |
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1 |
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Name of
reporting person Mage Capital Limited |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) x |
3 |
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SEC use only
|
4 |
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Source of funds
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 British Virgin Islands |
Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
28,959,276
(1) |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
28,959,276
(1) |
11 |
|
Aggregate amount beneficially owned by each reporting person
28,959,276 (1) |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 15.5% (2) |
14 |
|
Type of reporting person
CO |
(1) |
representing 28,959,276 Class A Ordinary Shares (as defined below) held by Mage Capital Limited, a British Virgin Islands corporation and a direct wholly owned subsidiary of Mage SPV Limited, which is in turn wholly
owned by Primavera Capital (Cayman) Fund I L.P. |
(2) |
percentage calculated based on total Class A Ordinary Shares outstanding as of August 31, 2014. As of August 31, 2014, 187,395,237 Class A Ordinary Shares (including Class A Ordinary Shares represented by American
Depositary Shares) (ADSs) and 349,801,719 Class B Ordinary Shares were outstanding. |
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CUSIP No. 81941U105 |
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Page
3
of 13 |
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1 |
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Name of
reporting person Mage SPV Limited |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) x |
3 |
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SEC use only
|
4 |
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Source of funds
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 British Virgin Islands |
Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
28,959,276
(1) |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
28,959,276
(1) |
11 |
|
Aggregate amount beneficially owned by each reporting person
28,959,276 (1) |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 15.5% (2) |
14 |
|
Type of reporting person
CO |
(1) |
representing 28,959,276 Class A Ordinary Shares (as defined below) held by Mage Capital Limited, a British Virgin Islands corporation and a direct wholly owned subsidiary of Mage SPV Limited, which is in turn wholly
owned by Primavera Capital (Cayman) Fund I L.P. |
(2) |
percentage calculated based on total Class A Ordinary Shares outstanding as of August 31, 2014. As of August 31, 2014, 187,395,237 Class A Ordinary Shares (including Class A Ordinary Shares represented by American
Depositary Shares) (ADSs) and 349,801,719 Class B Ordinary Shares were outstanding. |
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CUSIP No. 81941U105 |
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Page
4
of 13 |
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1 |
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Name of
reporting person Primavera Capital (Cayman) Fund I L.P. |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) x |
3 |
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SEC use only
|
4 |
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Source of funds
OO |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e): ¨ |
6 |
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Citizenship or place of
organization Cayman Islands |
Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
28,959,276
(1) |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
28,959,276
(1) |
11 |
|
Aggregate amount beneficially owned by each reporting person
28,959,276 (1) |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 15.5% (2) |
14 |
|
Type of reporting person
PN |
(1) |
representing 28,959,276 Class A Ordinary Shares (as defined below) held by Mage Capital Limited, a British Virgin Islands corporation and a direct wholly owned subsidiary of Mage SPV Limited, which is in turn wholly
owned by Primavera Capital (Cayman) Fund I L.P. |
(2) |
percentage calculated based on total Class A Ordinary Shares outstanding as of August 31, 2014. As of August 31, 2014, 187,395,237 Class A Ordinary Shares (including Class A Ordinary Shares represented by American
Depositary Shares) (ADSs) and 349,801,719 Class B Ordinary Shares were outstanding. |
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CUSIP No. 81941U105 |
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Page
5
of 13 |
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1 |
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Name of
reporting person Primavera Capital (Cayman) GP1 L.P. |
2 |
|
Check the appropriate box if a member
of a group (a) ¨ (b) x |
3 |
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SEC use only
|
4 |
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Source of funds
OO |
5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e): ¨ |
6 |
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Citizenship or place of
organization Cayman Islands |
Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
28,959,276
(1) |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
28,959,276
(1) |
11 |
|
Aggregate amount beneficially owned by each reporting person
28,959,276 (1) |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 15.5% (2) |
14 |
|
Type of reporting person
PN |
(1) |
representing 28,959,276 Class A Ordinary Shares (as defined below) held by Mage Capital Limited, a British Virgin Islands corporation and a direct wholly owned subsidiary of Mage SPV Limited, which is in turn wholly
owned by Primavera Capital (Cayman) Fund I L.P. |
(2) |
percentage calculated based on total Class A Ordinary Shares outstanding as of August 31, 2014. As of August 31, 2014, 187,395,237 Class A Ordinary Shares (including Class A Ordinary Shares represented by American
Depositary Shares) (ADSs) and 349,801,719 Class B Ordinary Shares were outstanding. |
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CUSIP No. 81941U105 |
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Page
6
of 13 |
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1 |
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Name of
reporting person Primavera (Cayman) GP1 Ltd |
2 |
|
Check the appropriate box if a member
of a group (a) ¨ (b) x |
3 |
|
SEC use only
|
4 |
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Source of funds
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 Cayman Islands |
Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
28,959,276
(1) |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
28,959,276
(1) |
11 |
|
Aggregate amount beneficially owned by each reporting person
28,959,276 (1) |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 15.5% (2) |
14 |
|
Type of reporting person
CO |
(1) |
representing 28,959,276 Class A Ordinary Shares (as defined below) held by Mage Capital Limited, a British Virgin Islands corporation and a direct wholly owned subsidiary of Mage SPV Limited, which is in turn wholly
owned by Primavera Capital (Cayman) Fund I L.P. |
(2) |
percentage calculated based on total Class A Ordinary Shares outstanding as of August 31, 2014. As of August 31, 2014, 187,395,237 Class A Ordinary Shares (including Class A Ordinary Shares represented by American
Depositary Shares) (ADSs) and 349,801,719 Class B Ordinary Shares were outstanding. |
INTRODUCTION
This statement on Schedule 13D/A (this Statement) amends the previous Schedule 13D filed by Primavera Capital (Cayman) Fund I L.P.,
Primavera Capital (Cayman) GP1 L.P. and Primavera (Cayman) GP1 Ltd with the Securities and Exchange Commission on February 5, 2014, as amended and supplemented by Amendment No. 1 filed by the Reporting Persons (as defined below) under
Schedule 13D/A on February 20, 2014, Amendment No. 2 filed by the Reporting Persons under Schedule 13D/A on April 22, 2014, Amendment No. 3 filed by the Reporting Persons under Schedule 13D/A on April 28, 2014 and Amendment No. 4 filed by the
Reporting Persons under Schedule 13D/A on May 19, 2014 (the Original 13D) with respect to Shanda Games Limited (the Issuer). Except as amended and supplemented herein, the information set forth in the Original 13D remains
unchanged. Capitalized terms used herein without definition have meanings assigned thereto in the Original 13D.
Page 7 of 13
ITEM 4. |
PURPOSE OF TRANSACTION: |
Item 4 is hereby amended and restated as follows:
On January 27, 2014, Shanda Interactive Entertainment Limited (Shanda Interactive) and Primavera Capital (Cayman) Fund I L.P.
(Fund I) (together with Shanda Interactive, the Consortium and each member in the Consortium, a Consortium Member) entered into a consortium agreement (the Consortium Agreement). Under the Consortium
Agreement, the Consortium Members agreed, among other things, (i) to jointly deliver a preliminary non-binding proposal (the Proposal) to the board of directors of the Issuer (the Board) to acquire the Issuer in a going
private transaction (the Transaction), (ii) to deal exclusively with each other with respect to the Transaction until the earlier of (x) 9 months after the date thereof, and (y) termination of the Consortium Agreement by
all Consortium Members, (iii) to use their reasonable efforts and cooperate in good faith to arrange debt financing to support the Transaction, and (iv) to cooperate and proceed in good faith to negotiate and consummate the Transaction.
Page 8 of 13
On January 27, 2014, Shanda SDG Investment Limited (SDG) and Fund I entered into
a share purchase agreement (the Fund I Share Purchase Agreement) pursuant to which SDG agreed to sell, and Fund I agreed to purchase, 28,959,276 Class A Ordinary Shares (the Fund I Purchase Shares) at US$2.7625 per
Class A Ordinary Share (the Fund I Purchase Price) subject to the terms and conditions thereof. Pursuant to the Fund I Share Purchase Agreement, if (i) a going-private transaction occurs within one year of the closing date of
the sale of the Fund I Purchase Shares where Fund I is part of the buyer consortium and the price per share in the going-private transaction (Going-private Price) is higher than the Fund I Purchase Price, or (ii) a going-private
transaction occurs within one year of the closing date of the sale of the Fund I Purchase Shares where Fund I is not part of the buyer consortium due to its own decision or election without SDGs written consent and the Going-private Price is
higher than the Fund I Purchase Price, Fund I shall pay SDG the shortfall between the Fund I Purchase Price and the Going-private Price with respect to all the Fund I Purchase Shares. Pursuant to the Fund I Share Purchase Agreement, if a
going-private transaction is not consummated within one year of the closing date of the sale of the Fund I Purchase Shares solely due to SDGs failure to vote in favor of such going-private transaction, SDG shall repurchase the Fund I Purchase
Shares at a per share price equal to the Fund I Purchase Price. The purchase and sale of the Fund I Purchase Shares was completed on February 17, 2014.
On April 18, 2014, SDG and Perfect World Co., Ltd. (Perfect World) entered into a share purchase agreement (the PW
Share Purchase Agreement) pursuant to which SDG agreed to sell, and Perfect World agreed to purchase, 30,326,005 Class A Ordinary Shares (the PW Purchase Shares) at US$3.2975 per Class A Ordinary Share (the PW
Purchase Price) subject to the terms and conditions thereof. Pursuant to the PW Share Purchase Agreement, if (i) a going-private transaction occurs within one year of the closing date of the sale of the PW Purchase Shares where Perfect
World is part of the buyer consortium and the Going-private Price is higher than the PW Purchase Price, or (ii) a going-private transaction occurs within one year of the closing date of the sale of the PW Purchase Shares where Perfect World is
not part of the buyer consortium due to its own decision or election without SDGs written consent and the Going-private Price is higher than the PW Purchase Price, Perfect World shall pay SDG the shortfall between the PW Purchase Price and the
Going-private Price with respect to all PW Purchase Shares. Pursuant to the PW Share Purchase Agreement, if a going-private transaction is not consummated within one year of the closing date of the sale of the PW Purchase Shares solely due to
SDGs failure to vote in favor of such going-private transaction, SDG shall repurchase the PW Purchase Shares at a per share price equal to the PW Purchase Price. The purchase and sale of the PW Purchase Shares was completed on May 16, 2014.
Page 9 of 13
Concurrently with the execution of the PW Share Purchase Agreement, Shanda Interactive, Fund I
and Perfect World entered into an adherence agreement (the PW Adherence Agreement), pursuant to which Perfect World became a party to the Consortium Agreement and joined the Consortium.
On April 25, 2014, FV Investment Holdings (FV Investment), which is an affiliate of FountainVest Partners, Shanda Interactive,
Fund I and Perfect World entered into an adherence agreement (the FV Adherence Agreement), pursuant to which FV Investment became a party to the Consortium Agreement and joined the Consortium.
On May 19, 2014, CAP IV Engagement Limited (Carlyle), which is an affiliate of Carlyle Asia Partners IV, L.P., Shanda Interactive,
Fund I, Perfect World and FV Investment entered into an adherence agreement (the Carlyle Adherence Agreement), pursuant to which Carlyle became a party to the Consortium Agreement and joined the Consortium.
On August 31, 2014, SDG and Orient Finance Holdings (Hong Kong) Limited, a company limited by shares incorporated and existing under the laws
of Hong Kong (Orient Finance) entered into a share purchase agreement (the Orient Share Purchase Agreement) pursuant to which SDG agreed to sell, and Orient Finance agreed to purchase, 123,552,669 Class A Ordinary Shares (the
Orient Purchase Shares) at US$3.45 per Class A Ordinary Share (the Orient Purchase Price) subject to the terms and conditions thereof. Pursuant to the Orient Share Purchase Agreement, if (i) a going-private transaction occurs
within one year of the closing date of the sale of the Orient Purchase Shares where Orient Finance is part of the buyer consortium and the Going-private Price is higher than the Orient Purchase Price, or (ii) a going-private transaction occurs
within one year of the closing date of the sale of the Orient Purchase Shares where Orient Finance is not part of the buyer consortium due to its own decision or election without SDGs written consent and the Going-private Price is higher than
the Orient Purchase Price, Orient shall pay SDG the shortfall between the Orient Purchase Price and the Going-private Price with respect to all the Orient Purchase Shares. Pursuant to the Orient Share Purchase Agreement, if a going-private
transaction is not consummated within one year of the closing date of the sale of the Orient Purchase Shares solely due to SDGs failure to vote in favor of such going-private transaction, SDG shall repurchase the Orient Purchase Shares at a
per share price equal to the Orient Purchase Price.
On September 1, 2014, Perfect World, FV Investment and Carlyle withdrew from the
Consortium pursuant to a withdrawal notice (the Withdrawal Notice). References to Consortium or Consortium Members after September 1, 2014 shall not include Perfect World, FV Investment and Carlyle.
On September 1, 2014, Shanda Interactive, Fund I and Orient Finance entered into an adherence agreement (the Orient Adherence
Agreement), pursuant to which Orient Finance became a party to the Consortium Agreement and joined the Consortium. References to Consortium or Consortium Members after September 1, 2014 shall include Orient Finance.
On September 1, 2014, SDG and Shanghai Buyout Fund L.P., a limited partnership formed under the laws of the Peoples Republic of
China (Haitong) entered into a share purchase agreement (the Haitong Share Purchase Agreement) pursuant to which SDG agreed to sell, and Haitong agreed to purchase, 48,152,848 Class A Ordinary Shares (the Haitong
Purchase Shares) at US$3.45 per Class A Ordinary Share (the Haitong Purchase Price) subject to the terms and conditions thereof. Pursuant to the Haitong Share Purchase Agreement, if (i) a going-private transaction occurs within one
year of the closing date of the sale of the Haitong Purchase Shares where Haitong is part of the buyer consortium and the Going-private Price is higher than the Haitong Purchase Price, or (ii) a going-private transaction occurs within one year of
the closing date of the sale of the Haitong Purchase Shares where Haitong is not part of the buyer consortium due to its own decision or election without SDGs written consent and the Going-private Price is higher than the Haitong Purchase
Price, Haitong shall pay SDG the shortfall between the Haitong Purchase Price and the Going-private Price with respect to all the Haitong Purchase Shares. Pursuant to the Haitong Share Purchase Agreement, if a going-private transaction is not
consummated within one year of the closing date of the sale of the Haitong Purchase Shares solely due to SDGs failure to vote in favor of such going-private transaction, SDG shall repurchase the Haitong Purchase Shares at a per share price
equal to the Haitong Purchase Price.
Concurrently with the execution of the Haitong Share Purchase Agreement, Fund I, Perfect World and
Haitong entered into a share purchase agreement, pursuant to which Haitong agreed to purchase 28,959,276 and 30,326,005 Class A Ordinary Shares from Fund I and Perfect World, respectively. The transaction is expected to be consummated within 30
days, subject to the satisfaction of customary closing conditions. In connection with the transaction, SDG, Fund I and Perfect World entered into a consent and release dated as of September 1, 2014 (the Consent and Release), pursuant to
which all remaining obligations of Fund I and its affiliates and SDG and its affiliates under the Fund I Share Purchase Agreement, and all remaining obligations of Perfect World and its affiliates and SDG and its affiliates under the PW Share
Purchase Agreement, as applicable, shall automatically terminate effective upon consummation of the transaction.
On the same day, Shanda
Interactive, Fund I and Haitong entered into an adherence agreement (the Haitong Adherence Agreement), pursuant to which Haitong became a party to the Consortium Agreement and joined the Consortium. References to Consortium
or Consortium Members after September 1, 2014 shall include Haitong.
On September 1, 2014, SDG and Ningxia Zhongyincashmere
International Group Co., Ltd., a company formed under the laws of the Peoples Republic of China (Ningxia) entered into a share purchase agreement (the Ningxia Share Purchase Agreement) pursuant to which SDG agreed to
sell, and Ningxia agreed to purchase, 80,577,828 Class A Ordinary Shares (the Ningxia Purchase Shares) at US$3.45 per Class A Ordinary Share (the Ningxia Purchase Price) subject to the terms and conditions thereof. Pursuant
to the Ningxia Share Purchase Agreement, if (i) a going-private transaction occurs within one year of the closing date of the sale of the Ningxia Purchase Shares where Ningxia is part of the buyer consortium and the Going-private Price is higher
than the Ningxia Purchase Price, or (ii) a going-private transaction occurs within one year of the closing date of the sale of the Ningxia Purchase Shares where Ningxia is not part of the buyer consortium due to its own decision or election without
SDGs written consent and the Going-private Price is higher than the Ningxia Purchase Price, Ningxia shall pay SDG the shortfall between the Ningxia Purchase Price and the Going-private Price with respect to all the Ningxia Purchase Shares.
Pursuant to the Ningxia Share Purchase Agreement, if a going-private transaction is not consummated within one year of the closing date of the sale of the Ningxia Purchase Shares solely due to SDGs failure to vote in favor of such
going-private transaction, SDG shall repurchase the Ningxia Purchase Shares at a per share price equal to the Ningxia Purchase Price.
On
the same day, Shanda Interactive, Fund I and Ningxia entered into an adherence agreement (the Ningxia Adherence Agreement), pursuant to which Ningxia became a party to the Consortium Agreement and joined the Consortium. References to
Consortium or Consortium Members after September 1, 2014 shall include Ningxia.
On September 1, 2014, Fund I
withdrew from the Consortium pursuant to a withdrawal notice (the Fund I Withdrawal Notice). References to Consortium or Consortium Members after September 1, 2014 shall not include Fund I.
If the Transaction is completed, the ADSs would be delisted from the NASDAQ Global Select Market and the Issuers obligations to file
periodic reports under the Act would be terminated.
Descriptions of the Consortium Agreement, the Fund I Share Purchase Agreement, the PW
Share Purchase Agreement, the PW Adherence Agreement, the FV Adherence Agreement, the Carlyle Adherence Agreement, the Orient Share Purchase Agreement, the Haitong Share Purchase Agreement, the Ningxia Share Purchase Agreement, the Orient Adherence
Agreement, the Haitong Adherence Agreement, the Ningxia Adherence Agreement, the Withdrawal Notice, the Fund I Withdrawal Notice, the share purchase agreement among Haitong, Fund I and Perfect World, and the Consent and Release in this Schedule
13D/A are qualified in their entirety by reference to the Consortium Agreement, the Fund I Share Purchase Agreement, the PW Share Purchase Agreement, the PW Adherence Agreement, the FV Adherence Agreement, the Carlyle Adherence Agreement, the Orient
Share Purchase Agreement, the Haitong Share Purchase Agreement, the Ningxia Share Purchase Agreement, the Orient Adherence Agreement, the Haitong Adherence Agreement, the Ningxia Adherence Agreement, the Withdrawal Notice, the Fund I Withdrawal
Notice, the share purchase agreement among Haitong, Fund I and Perfect World, and the Consent and Release, copies of which are filed as Exhibits 7.03, 7.04, 7.05, 7.06, 7.07,7.08, 7.09, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17 and 7.18 hereto
and incorporated herein by reference in their entirety.
Page 10 of 13
ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER: |
Item 5(a) (b) is hereby amended and restated as
follows:
(a) (b) The following disclosure assumes that there were a total of 187,395,237 Class A Ordinary Shares and 349,801,719
Class B Ordinary Shares outstanding as of August 31, 2014. Each Class A Ordinary Share is entitled to one vote per share and is not convertible into Class B Ordinary Shares. Each Class B Ordinary Share is entitled to 10 votes per share and is
convertible at any time into one Class A Ordinary Share at the election of its holder.
As of August 31, 2014, Shanda Interactive, through
its wholly owned subsidiary SDG, beneficially owned 349,801,719 Class B Ordinary Shares, representing 100% of the Class B Ordinary Shares of the Issuer outstanding as of August 31, 2014, or approximately 65.1% of the combined total outstanding
shares (including Class A Ordinary Shares and Class B Ordinary Shares) of the Issuer, and representing approximately 94.9% of the total voting rights in the Issuer as of August 31, 2014.
As of August 31, 2014, Perfect World owned 30,326,005 Class A Ordinary Shares, representing approximately 16.2% of the Class A Ordinary Shares
of the Issuer outstanding as of August 31, 2014, or approximately 5.6% of the combined total outstanding shares (including Class A Ordinary Shares and Class B Ordinary Shares) of the Issuer as of August 31, 2014.
As of August 31, 2014, Fund I, through its indirect wholly owned subsidiary Mage Capital Limited, beneficially owned 28,959,276 Class A
Ordinary Shares, representing approximately 15.5% of the Class A Ordinary Shares of the Issuer outstanding as of August 31, 2014, or approximately 5.4% of the combined total outstanding shares (including Class A Ordinary Shares and Class B Ordinary
Shares) of the Issuer as of August 31, 2014.
(c) Except as set forth Item 4, to the best knowledge of each of the Reporting Persons
with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the shares of the Issuer during the past 60 days.
ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER. |
The description of the Consortium Agreement, the Fund I Share Purchase Agreement, the PW Share Purchase Agreement, the PW Adherence Agreement,
the FV Adherence Agreement, the Carlyle Adherence Agreement, the Orient Share Purchase Agreement, the Haitong Share Purchase Agreement, the Ningxia Share Purchase Agreement, the Orient Adherence Agreement, the Haitong Adherence Agreement, the
Ningxia Adherence Agreement, the Withdrawal Notice, the Fund I Withdrawal Notice, the share purchase agreement among Haitong, Fund I and Perfect World, and the Consent and Release under Item 4 are incorproated herein by reference in their entirety.
ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS: |
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Exhibit 7.01: |
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Joint Filing Agreement by and among the Reporting Persons dated February 20, 2014 (incorporated by reference to Exhibit 7.01 to Schedule 13D filed by the Reporting Persons on February 20, 2014). |
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Exhibit 7.02: |
|
Preliminary Proposal between Shanda Interactive Entertainment Limited and Primavera Capital (Cayman) Fund I L.P. dated January 27, 2014 (incorporated herein by reference to Exhibit 7.02 to Schedule 13D filed by Shanda Interactive
Entertainment Limited with the Securities and Exchange Commission on January 30, 2014). |
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|
Exhibit 7.03: |
|
Consortium Agreement between Shanda Interactive Entertainment Limited and Primavera Capital (Cayman) Fund I L.P. dated January 27, 2014 (incorporated herein by reference to Exhibit 7.03 to Schedule 13D filed by Shanda Interactive
Entertainment Limited with the Securities and Exchange Commission on January 30, 2014). |
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|
Exhibit 7.04: |
|
Fund I Share Purchase Agreement between Shanda SDG Investment Limited and Primavera Capital (Cayman) Fund I L.P. dated January 27, 2014 (incorporated herein by reference to Exhibit 7.04 to Schedule 13D filed by Shanda Interactive
Entertainment Limited with the Securities and Exchange Commission on January 30, 2014). |
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|
Exhibit 7.05 |
|
PW Share Purchase Agreement dated April 18, 2014 (incorporated herein by reference to Exhibit 7.05 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on April 21,
2014). |
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Exhibit 7.06 |
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PW Adherence Agreement dated April 18, 2014 (incorporated herein by reference to Exhibit 7.06 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on April 21,
2014). |
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Exhibit 7.07 |
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FV Adherence Agreement dated April 25, 2014 (incorporated herein by reference to Exhibit 7.07 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on April 28,
2014). |
|
|
Exhibit 7.08 |
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Carlyle Adherence Agreement dated May 19, 2014 (incorporated herein by reference to Exhibit 7.08 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on May 19,
2014). |
|
|
Exhibit 7.09: |
|
Orient Share Purchase Agreement dated August 31, 2014 (incorporated herein by reference to Exhibit 7.09 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014). |
|
|
Exhibit 7.10: |
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Haitong Share Purchase Agreement dated September 1, 2014 (incorporated herein by reference to Exhibit 7.10 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014). |
|
|
Exhibit 7.11: |
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Ningxia Share Purchase Agreement dated September 1, 2014 (incorporated herein by reference to Exhibit 7.11 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014). |
|
|
Exhibit 7.12: |
|
Orient Adherence Agreement dated September 1, 2014 (incorporated herein by reference to Exhibit 7.12 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014). |
|
|
Exhibit 7.13: |
|
Haitong Adherence Agreement dated September 1, 2014 (incorporated herein by reference to Exhibit 7.13 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014). |
|
|
Exhibit 7.14: |
|
Ningxia Adherence Agreement dated September 1, 2014 (incorporated herein by reference to Exhibit 7.14 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014). |
|
|
Exhibit 7.15: |
|
Withdrawal Notice dated September 1, 2014 (incorporated herein by reference to Exhibit 7.15 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014). |
|
|
Exhibit 7.16: |
|
Fund I Withdrawal Notice dated September 1, 2014 (incorporated herein by reference to Exhibit 7.16 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014). |
|
|
Exhibit 7.17: |
|
Share Purchase Agreement dated September 1, 2014 among Shanghai Buyout Fund L.P., Primavera Capital (Cayman) Fund I L.P. and Perfect World Co., Ltd. (incorporated herein by reference to Exhibit 7.05 to Schedule 13D filed by Perfect
World Co., Ltd. with the Securities and Exchange Commission on September 2, 2014). |
|
|
Exhibit 7.18: |
|
Consent and Release dated September 1, 2014 (incorporated herein by reference to Exhibit 7.17 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014) |
Page 11 of 13
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: September 2, 2014
|
|
|
|
|
MAGE CAPITAL LIMITED |
|
|
By: |
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/s/ Lawrence Wang |
|
|
Name: |
|
Lawrence Wang |
|
|
Title: |
|
Director |
|
MAGE SPV LIMITED |
|
|
By: |
|
/s/ Lawrence Wang |
|
|
Name: |
|
Lawrence Wang |
|
|
Title: |
|
Director |
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PRIMAVERA CAPITAL (CAYMAN) FUND I L.P. |
|
|
By: |
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PRIMAVERA CAPITAL (CAYMAN) GP1 L.P., its General Partner |
|
|
By: |
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PRIMAVERA (CAYMAN) GP1 LTD, its General Partner |
|
|
By: |
|
/s/ Lawrence Wang |
|
|
Name: |
|
Lawrence Wang |
|
|
Title: |
|
Authorized Signatory |
|
PRIMAVERA CAPITAL (CAYMAN) GP1 L.P. |
|
|
By: |
|
PRIMAVERA (CAYMAN) GP1 LTD, its General Partner |
|
|
By: |
|
/s/ Lawrence Wang |
|
|
Name: |
|
Lawrence Wang |
|
|
Title: |
|
Authorized Signatory |
|
PRIMAVERA (CAYMAN) GP1 LTD |
|
|
By: |
|
/s/ Lawrence Wang |
|
|
Name: |
|
Lawrence Wang |
|
|
Title: |
|
Authorized Signatory |
INDEX TO EXHIBITS
|
|
|
Exhibit 7.01: |
|
Joint Filing Agreement by and among the Reporting Persons dated February 20, 2014 (incorporated by reference to Exhibit 7.01 to Schedule 13D filed by the Reporting Persons on February 20, 2014). |
|
|
Exhibit 7.02: |
|
Preliminary Proposal between Shanda Interactive Entertainment Limited and Primavera Capital (Cayman) Fund I L.P. dated January 27, 2014 (incorporated herein by reference to Exhibit 7.02 to Schedule 13D filed by Shanda Interactive
Entertainment Limited with the Securities and Exchange Commission on January 30, 2014). |
|
|
Exhibit 7.03: |
|
Consortium Agreement between Shanda Interactive Entertainment Limited and Primavera Capital (Cayman) Fund I L.P. dated January 27, 2014 (incorporated herein by reference to Exhibit 7.03 to Schedule 13D filed by Shanda Interactive
Entertainment Limited with the Securities and Exchange Commission on January 30, 2014). |
|
|
Exhibit 7.04: |
|
Fund I Share Purchase Agreement between Shanda SDG Investment Limited and Primavera Capital (Cayman) Fund I L.P. dated January 27, 2014 (incorporated herein by reference to Exhibit 7.04 to Schedule 13D filed by Shanda Interactive
Entertainment Limited with the Securities and Exchange Commission on January 30, 2014). |
|
|
Exhibit 7.05 |
|
PW Share Purchase Agreement dated April 18, 2014 (incorporated herein by reference to Exhibit 7.05 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on April 21,
2014). |
|
|
Exhibit 7.06 |
|
PW Adherence Agreement dated April 18, 2014 (incorporated herein by reference to Exhibit 7.06 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on April 21,
2014). |
|
|
Exhibit 7.07 |
|
FV Adherence Agreement dated April 25, 2014 (incorporated herein by reference to Exhibit 7.07 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on April 28,
2014). |
|
|
Exhibit 7.08 |
|
Carlyle Adherence Agreement dated May 19, 2014 (incorporated herein by reference to Exhibit 7.08 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on May 19,
2014). |
|
|
Exhibit 7.09: |
|
Orient Share Purchase Agreement dated August 31, 2014 (incorporated herein by reference to Exhibit 7.09 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014). |
|
|
Exhibit 7.10: |
|
Haitong Share Purchase Agreement dated September 1, 2014 (incorporated herein by reference to Exhibit 7.10 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014). |
|
|
Exhibit 7.11: |
|
Ningxia Share Purchase Agreement dated September 1, 2014 (incorporated herein by reference to Exhibit 7.11 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014). |
|
|
Exhibit 7.12: |
|
Orient Adherence Agreement dated September 1, 2014 (incorporated herein by reference to Exhibit 7.12 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014). |
|
|
Exhibit 7.13: |
|
Haitong Adherence Agreement dated September 1, 2014 (incorporated herein by reference to Exhibit 7.13 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014). |
|
|
Exhibit 7.14: |
|
Ningxia Adherence Agreement dated September 1, 2014 (incorporated herein by reference to Exhibit 7.14 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014). |
|
|
Exhibit 7.15: |
|
Withdrawal Notice dated September 1, 2014 (incorporated herein by reference to Exhibit 7.15 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014). |
|
|
Exhibit 7.16: |
|
Fund I Withdrawal Notice dated September 1, 2014 (incorporated herein by reference to Exhibit 7.16 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014). |
|
|
Exhibit 7.17: |
|
Share Purchase Agreement dated September 1, 2014 among Shanghai Buyout Fund L.P., Primavera Capital (Cayman) Fund I L.P. and Perfect World Co., Ltd. (incorporated herein by reference to Exhibit 7.05 to Schedule 13D filed by Perfect
World Co., Ltd. with the Securities and Exchange Commission on September 2, 2014). |
|
|
Exhibit 7.18: |
|
Consent and Release dated September 1, 2014 (incorporated herein by reference to Exhibit 7.17 to Schedule 13D filed by Shanda Interactive Entertainment Limited with the Securities and Exchange Commission on September 3,
2014) |
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