Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D filed on May 11, 2015 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Statement”), and is being filed on behalf of Tencent Holdings Limited, a Cayman Islands company (“Tencent”) and Red River Investment Limited, a British Virgin Islands company and a direct wholly-owned subsidiary of Tencent (“Red River”, and together with Tencent, the “Reporting Persons”). Unless specifically amended hereby, the disclosures set forth in the Statement shall remain unchanged. All capitalized terms used in this Amendment No. 1 but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.
Item 2. Identity and Background
No material change.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated in its entirety as follows:
On April 29, 2015, Red River agreed to acquire 21,000,000 shares of Common Stock (the “Shares”) from the Issuer for a purchase price of $6.00 per Share pursuant to a purchase agreement dated April 29, 2015 by and among the Issuer, Red River and Tencent (the “Purchase Agreement”). On April 29, 2015, the Issuer issued 12,500,000 of such Shares to Red River in exchange for $75 million in cash (the “First Closing Purchase Price”). On June 3, 2015, the Issuer issued the remaining 8,500,000 of such Shares to Red River in exchange for $51 million in cash (the “Second Closing Purchase Price”, and together with the First Closing Purchase Price, the “Purchase Price”).
Red River used funds from an affiliate, which is a wholly-owned subsidiary of Tencent, to pay the Purchase Price.
Item 4. Purpose of Transaction
Item 4 is hereby amended by amending and restating the first paragraph, as follows:
As described in Item 3 above and Item 6 below, which descriptions are incorporated herein by reference in response to this Item 4, this Statement is being filed in connection with the acquisition of the Shares by Red River pursuant to the Purchase Agreement. As a result of the transactions described in this Statement, the Reporting Persons acquired approximately 16.30% of the total Common Stock outstanding on May 1, 2015, and received the right to nominate one director for election to the board of directors of the Issuer (the “Board”).
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by amending and restating Items 5(a) and (b), as follows:
(a) - (b) As of the date of this Statement, each Reporting Person may be deemed to have beneficial ownership and shared power to vote or direct the vote of 21,000,000 shares of Common Stock.
Based on a total of 120,333,919 shares of Common Stock outstanding as of May 1, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on May 11, 2015, plus 8,500,000 shares of Common Stock newly issued by the Issuer to Red River under the Purchase Agreement, the Reporting Persons beneficially held approximately 16.30% of the total shares of Common Stock outstanding on May 1, 2015.
Except as set forth in this Item 5(a) and (b), to the knowledge of the Reporting Persons, no person identified in Appendix A hereto beneficially owns any shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended by amending and restating the first paragraph of Item 6, as follows:
|
CUSIP No. 379890106
|
SCHEDULE 13D |
Page 5 of 7
|
Purchase Agreement
Pursuant to the Purchase Agreement, the Issuer agreed to issue the Shares to Red River in a private placement at a purchase price of $6.00 per Share, for aggregate proceeds of $126 million (the “Offering”). The Issuer issued 12,500,000 of the Shares to Red River on April 29, 2015 (the “Initial Closing”) and issued the remaining 8,500,000 Shares to Red River on June 3, 2015 following the early termination on May 26, 2015 of the waiting period under the Hart–Scott–Rodino Antitrust Improvements Act of 1976 applicable to the Offering. The Purchase Agreement also contains a lock-up provision that restricts Tencent and its controlled Affiliates (as defined in the Purchase Agreement), including Red River, from selling any of the Shares for a period of 18 months following the Initial Closing.