Item 1.
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Security and Issuer
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Item 1 of the Original Schedule 13D (as defined below) is hereby amended by replacing it in its entirety with the following:
The following constitutes Amendment No. 2 (the “Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission by the undersigned on June 22, 2015, as amended by Amendment No.1, which was filed with the Securities and Exchange Commission on July 14, 2015 (the “Original Schedule 13D”). This Amendment relates to the shares of Class A Ordinary Shares, par value $0.001 per share (the “Class A Ordinary Shares”) of Tarena International, Inc., a limited liability company organized and existing under the laws of Cayman Islands (the “Issuer”). The Issuer’s principal executive offices are located at Suite 10017, Building E, Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098, People’s Republic of China. Except as specifically amended by this Amendment, the Original Schedule 13D remains in full force and effect. Capitalized terms used but not defined in this Amendment have meanings provided in the Original Schedule 13D.
Item 5.
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Interest in Securities of the Issuer
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(a) and (b) of Item 5 of the Original Schedule 13D are hereby amended and supplemented by the following:
(a) and (b)
Talent Fortune Investment Limited, a Cayman Islands exempted limited liability company (“Talent”), directly beneficially owns 6,826,263 shares of Class A Ordinary Shares out of 57,487,991 Class A Ordinary Shares outstanding as of June 30, 2017. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The shares that Talent directly beneficially owns represent 11.9% of the Class A Ordinary Shares outstanding. Talent has sole voting and dispositive power over the Class A Ordinary Shares it directly owns.
Mr. Shaoyun Han and the entities directly or indirectly controlled by Mr. Han, excluding the Issuer and its subsidiaries (the “Founder Entities”), own 14,993,721 ordinary shares, comprised of 7,787,662 Class A Ordinary Shares (including ADSs) and 7,206,059 Class B Ordinary Shares. The shares owned by Founder Entities represent 15.5% of the Class A Ordinary Shares and 100% of the Class B Ordinary Shares outstanding, and together represent 26.1% of all outstanding shares, or 65.3% of total votes.
3
The Founder Entities also own options to purchase 56,576 Class A Ordinary Shares, which, if redeemed, would represent 0.1% of all shares that would be outstanding following such redemption. Talent and Talent Wise Investment Limited, a Cayman Islands exempted limited liability company (“Talent Wise”), may be deemed to share voting and dispositive power with respect to and have beneficial ownership of all shares owned by the Founder Entities.
3
Each holder of Class A Ordinary Share is entitled to one vote per share and each holder of Class B Ordinary Shares is entitled to ten votes per share on all matters submitted to them for vote. Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class on all matters submitted to a vote by Issuer’s shareholders, except as may otherwise be required by law.
CUSIP No. G8675B 105
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SCHEDULE 13D
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Page 17 of 19
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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The information set forth in Item 6 of the Original Schedule 13D is hereby amended and supplemented by the following.
Convertible Bond Purchase Agreement
On July 14, 2015, Talent and Talent Wise (together, “KKR CBPA Parties”) entered into a Convertible Bond Purchase Agreement (the “CBPA”) with Moocon Education Limited, a limited liability company incorporated in the British Virgin Islands wholly owned by Mr. Han (“Moocon”), and Mr. Han (together, the “Founder CBPA Parties”). On July 15, 2015, Talent Wise purchased a convertible bond with an aggregate principal amount of $20,500,000 (the “Bond”) from Moocon in accordance with the terms of the CBPA. The Bond is convertible into ordinary shares of par value $0.000001 per share in the capital of Moocon, such that upon conversion Talent Wise would hold 99.9999% of the entire issued share capital of Moocon. Moocon used all of the proceeds from the issuance of the Bond to pay the purchase prices for the Issuer’s Class A Ordinary Shares under the GS SPA and the IDG SPA.
Pursuant to the Amendment Deed dated August 30, 2017, the maturity date of the Bond was extended from the end of the twenty-sixth (26
th
) month from the issuance date to the end of the twenty-seventh (27
th
) month from the issuance date. The Bond can be redeemed by Moocon in full or in part at any time before the tenth business date prior to the maturity date by paying the outstanding principal or portion to be redeemed and the accrued and unpaid interest accrued thereon. Talent Wise has the right to convert all of the Bond and any interest into such number of fully paid shares of Moocon as is equal to the principal amount divided by $0.0001, at any time after the tenth business day prior to the maturity date until the day prior to the maturity date. Should Talent Wise exercise its conversion right, it would obtain beneficial ownership of any shares of Class A Ordinary Shares held by Moocon.
On August 18, 2017, Moocon partially redeemed the Bond by repaying a principal in the amount of $8,326,285, together with all interest accrued and unpaid thereon from the date of issuance of the Bond to August 18, 2017, to Talent Wise. On August 29, 2017, Moocon further partially redeemed the Bond by repaying a principal in the amount of $9,038,009, together with all interest accrued and unpaid thereon from the date of issuance of the Bond to August 29, 2017, to Talent Wise.
Item 7.
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Material to Be Filed as Exhibits
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The information set forth in Item 7 of the Original Schedule 13D is hereby amended and supplemented by the following.
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Exhibit I
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Amendment
Deed dated August 30, 2017, by and among Talent, Talent Wise, Moocon, Mr. Han and Techedu.
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CUSIP No. G8675B 105
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SCHEDULE 13D
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Page 18 of 19
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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 7, 2017