ESGC Eros STX Global Corporation

CUSIP No. G3788M114

SCHEDULE 13D

Page 2 of 18

1	NAME OF REPORTING PERSON   Marco Alliance Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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   63,430,229
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   63,430,229

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   63,430,229
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   17.76%(1)
14	TYPE OF REPORTING PERSON   CO

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(1) Calculated based on the number in Row 11 above divided by 357,230,123 Class A Ordinary Shares, par value GBP 0.30 per share, outstanding as of December 28, 2020, as set forth in the Issuer’s Registration Statement on Form F-3 dated as of and filed with the SEC on December 28, 2020.

 

CUSIP No. G3788M114

SCHEDULE 13D

Page 3 of 18

1	NAME OF REPORTING PERSON Hony Capital Fund V, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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   63,430,229
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   63,430,229

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   63,430,229
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   17.76%(1)
14	TYPE OF REPORTING PERSON   PN

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(1) Calculated based on the number in Row 11 above divided by 357,230,123 Class A Ordinary Shares, par value GBP 0.30 per share, outstanding as of December 28, 2020, as set forth in the Issuer’s Registration Statement on Form F-3 dated as of and filed with the SEC on December 28, 2020.

CUSIP No. G3788M114

SCHEDULE 13D

Page 4 of 18

1	NAME OF REPORTING PERSON Hony Capital Fund V GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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   63,430,229
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   63,430,229

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   63,430,229
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   17.76%(1)
14	TYPE OF REPORTING PERSON   PN

(1) Calculated based on the number in Row 11 above divided by 357,230,123 Class A Ordinary Shares, par value GBP 0.30 per share, outstanding as of December 28, 2020, as set forth in the Issuer’s Registration Statement on Form F-3 dated as of and filed with the SEC on December 28, 2020.

CUSIP No. G3788M114

SCHEDULE 13D

Page 5 of 18

1	NAME OF REPORTING PERSON Hony Capital Fund V GP Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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   63,430,229
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   63,430,229

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   63,430,229
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   17.76%(1)
14	TYPE OF REPORTING PERSON   CO

(1) Calculated based on the number in Row 11 above divided by 357,230,123 Class A Ordinary Shares, par value GBP 0.30 per share, outstanding as of December 28, 2020, as set forth in the Issuer’s Registration Statement on Form F-3 dated as of and filed with the SEC on December 28, 2020.

CUSIP No. G3788M114

SCHEDULE 13D

Page 6 of 18

1	NAME OF REPORTING PERSON Legend Holdings Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   63,430,229
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   63,430,229

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   63,430,229
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   17.76%(1)
14	TYPE OF REPORTING PERSON   CO

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(1) Calculated based on the number in Row 11 above divided by 357,230,123 Class A Ordinary Shares, par value GBP 0.30 per share, outstanding as of December 28, 2020, as set forth in the Issuer’s Registration Statement on Form F-3 dated as of and filed with the SEC on December 28, 2020.

CUSIP No. G3788M114

SCHEDULE 13D

Page 7 of 18

1	NAME OF REPORTING PERSON John Huan Zhao
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Hong Kong Special Administrative Region of the People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   63,430,229
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   63,430,229

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   63,430,229
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   17.76%(1)
14	TYPE OF REPORTING PERSON   IN

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(1) Calculated based on the number in Row 11 above divided by 357,230,123 Class A Ordinary Shares, par value GBP 0.30 per share, outstanding as of December 28, 2020, as set forth in the Issuer’s Registration Statement on Form F-3 dated as of and filed with the SEC on December 28, 2020.

CUSIP No. G3788M114

SCHEDULE 13D

Page 8 of 18

 

This statement on Schedule 13D (this “Statement”) relates to the Class A Ordinary Shares, par value GBP 0.30 per share (the “Class A Ordinary Shares”), of Eros STX Global Corporation, a company organized under the laws of the Isle of Man (the “Issuer”), whose principal executive offices are located at 3900 West Alameda Avenue, 32nd Floor, Burbank, California 91505.

The Issuer’s Class A Ordinary Shares are listed on The New York Stock Exchange under the symbol “ESGC.”

In addition to the Class A ordinary Shares, the Issuer also has outstanding class B ordinary shares, par value GBP 0.30 per share (the “Class B Ordinary Shares,” and together with the Class A ordinary Shares, the “Ordinary Shares”).

(a) — (c) and (f) This Statement is being filed jointly by the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”): (i) Marco Alliance Limited, a company incorporated under the laws of the British Virgin Islands (“Marco”), (ii) Hony Capital Fund V, L.P., a limited partnership organized under the laws of the Cayman Islands (“Hony Capital V”), (iii) Hony Capital Fund V GP, L.P., a limited partnership organized under the laws of the Cayman Islands (“Hony Capital V GP”), (iv) Hony Capital Fund V GP Limited, a company incorporated under the laws of the Cayman Islands, (v) Legend Holdings Corporation, a company incorporated under the laws of the People’s Republic of China (“Legend Holdings”), and (vi) John Huan Zhao.

John Huan Zhao and Legend Holdings indirectly own 80% and 20%, respectively, of the equity ownership of Hony Capital Fund V GP Limited. Hony Capital Fund V GP Limited is the general partner of Hony Capital V GP, which is the general partner of Hony Capital V, which has 100% equity ownership of Marco. As of the Settlement Date (as defined below), Marco will directly hold 63,430,229  Class A Ordinary Shares of the Issuer. Because of John Huan Zhao’s, Legend Holdings’, Hony Capital Fund V GP Limited’s, Hony Capital V GP’s and Hony Capital V’s relationships to Marco, each of them may be deemed to beneficially own the Class A Ordinary Shares of the Issuer directly held by Marco.

The present principal occupation of John Huan Zhao is the Chief Executive Officer of Hony Capital Limited. The principal business of each of Marco, Hony Capital V, Hony Capital V GP, Hony Capital Fund V GP Limited, Hony Capital Limited and Legend Holdings is making investments in public and private companies.

The principal business address of each of Marco, Hony Capital V, Hony Capital V GP, Hony Capital Fund V GP Limited, John Huan Zhao and Hony Capital Limited is as follows:

c/o Hony Capital Limited

Suites 06-11, 70/F Two International Finance Centre

8 Finance Street, Central, Hong Kong

The principal business address of Legend Holdings is as follows:

17^th Floor, Tower B, Raycom Info Tech Park

No. 2, Kexueyuan Nanlu

Haidian District, Beijing 100190, People’s Republic of China

The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of each of Marco, Hony Capital Fund V GP Limited and Legend Holdings are set forth in Schedule I hereto and are incorporated herein by reference.

(d) — (e) During the last five years, none of the Reporting Persons (or, to the knowledge of each of the Reporting Persons, any of the other persons listed in Schedule I hereto) has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The information set forth in Items 3, 4 and 5 are hereby incorporated by reference in their entirety in this Item 6.

Class A Contingent Value Rights Agreement

As Merger Consideration, pursuant to the Class A Contingent Value Rights Agreement, dated as of July 30, 2020, by and among Eros International Plc, STX Filmworks, Inc., Fortis Advisors LLC and Computershare Inc. and its wholly-owned subsidiary, Computershare Trust Company, N.A., collectively as rights agent and as initial CVR Registrar, the reporting persons received 0 Class A CVRs.

Class B Contingent Value Rights Agreement

As Merger Consideration, pursuant to the Class B Contingent Value Rights Agreement, dated as of July 30, 2020, by and among Eros International Plc, STX Filmworks, Inc., Fortis Advisors LLC and Computershare Inc. and its wholly-owned subsidiary, Computershare Trust Company, N.A., collectively as rights agent and as initial CVR Registrar, the reporting persons received 66,256.41466 Class B CVRs.

Class C Contingent Value Rights Agreement

As Merger Consideration, pursuant to the Class C Contingent Value Rights Agreement, dated as of July 30, 2020, by and among Eros International Plc, STX Filmworks, Inc., Fortis Advisors LLC and Computershare Inc. and its wholly-owned subsidiary, Computershare Trust Company, N.A., collectively as rights agent and as initial CVR Registrar, the reporting persons received 58,154.57456 Class C CVRs.

Class D Contingent Value Rights Agreement

As Merger Consideration, pursuant to the Class D Contingent Value Rights Agreement, dated as of July 30, 2020, by and among Eros International Plc, STX Filmworks, Inc., Fortis Advisors LLC and Computershare Inc. and its

wholly-owned subsidiary, Computershare Trust Company, N.A., collectively as rights agent and as initial CVR Registrar, the reporting persons received 58,808.58903 Class D CVRs.

Class E Contingent Value Rights Agreement

As Merger Consideration, pursuant to the Class E Contingent Value Rights Agreement, dated as of July 30, 2020, by and among Eros International Plc, STX Filmworks, Inc., Fortis Advisors LLC and Computershare Inc. and its wholly-owned subsidiary, Computershare Trust Company, N.A., collectively as rights agent and as initial CVR Registrar, the reporting persons received 24,533.00000 Class E CVRs.

Investor Rights Agreement, Registration Rights Agreement and Amended Articles of Association

In connection with the consummation of the PIPE Financing and as contemplated by the Merger Agreement and the PIPE Subscription Agreement, substantially concurrently with the Effective Time, the Issuer, certain shareholders of the Issuer affiliated with Kishore Lulla and his family (collectively, the “Founder Group”) and the investors under the PIPE Subscription Agreement entered into an Investors’ Rights Agreement (as defined below) and a Registration Rights Agreement (as defined below), and the Issuer filed the Amended Articles of Association (as defined below) with the Companies Registry of the Isle of Man.

Pursuant to the Merger Agreement, at the Effective Time, the Issuer and certain former stockholders of STX, including the Reporting Persons, who purchased Class A Ordinary Shares in the PIPE Financing entered into an Investors’ Rights Agreement (the “Investors’ Rights Agreement”), in substantially the form attached to the Merger Agreement.

The Investors’ Rights Agreement provides that, until the third anniversary of the Effective Time, (1) the Reporting Persons will have the right, for so long as the Reporting Persons beneficially owns at least 50% of the number of Class A Ordinary Shares beneficially owned by it as of the Effective Time (giving effect, prior to the Settlement Date, to the Class A Ordinary Shares underlying the CVRs issued to the Reporting Persons pursuant to the Merger Agreement), to nominate for election or appointment to the Board each successor to or replacement for an STX Director, and (2) the Eros Founder Group will have the right, for so long as the Eros Founder Group continues to beneficially own at least 50% of the number of Ordinary Shares beneficially owned by the Eros Founder Group as of the Effective Time (excluding for this purpose shares issued in respect of new equity awards granted at or immediately after the Effective Time), to nominate for election or appointment to the Board each successor to or replacement for a Founder Group Director. In addition, for so long as the Eros Founder Group has the foregoing Board nomination right, with respect to all other directorships to be elected in an election of directors to the Board, the Eros Founder Group shall vote its shares proportionately to the vote of all holders of shares who are not members of the England Founder Group; provided that, for purposes of determining any such proportional vote prior to the settlement date of the CVRs, CVRs shall be deemed to be outstanding Class A Ordinary Shares and to have been voted in such election.

In addition, for so long as the Reporting Persons have the foregoing Board nomination right, the hiring or termination of the chief executive officer, chief financial officer or president (including any co-president) of the Issuer will require the approval of a majority of the Board, including at least one director nominated by the Reporting Persons.

Immediately following the consummation of the PIPE Financing and entry into the Investors’ Rights Agreement, the required parties to the Investors’ Rights Agreement entered into an amendment to the Investors’ Rights Agreement (“Amendment No. 1 to the Investors’ Rights Agreement”).

Amendment No. 1 to the Investors’ Rights Agreement amends the Investors’ Rights Agreement as follows:

In addition, as required by the Merger Agreement, the Issuer convened an extraordinary general meeting of its shareholders on June 29, 2020 at which the requisite percentage of shareholders approved Amended Articles of Association of the Issuer (the “Amended Articles of Association”). By virtue of the Investors’ Rights Agreement and the Amended Articles of Association, for a period lasting up to three years following the consummation of the Merger, the Founders Group has the right to nominate four out of nine directors on the Issuer’s Board of Directors and the Reporting Persons have the right to nominate four out of nine directors on the Issuer’s Board of Directors. In addition, during this period, the Issuer’s Board of Directors will not be permitted to take certain significant corporate actions, including (i) hiring or terminating any of the Issuer’s chief executive officer, chief financial officer or president (or co-presidents), (ii) adopting the Issuer’s annual business plan and budget and (iii) entering into any agreement increasing our available debt for borrowed money to an amount greater than the greater of (A) $552 million and (B) an amount that would cause the net debt to be greater than five times adjusted EBITDA for the most recent four consecutive fiscal quarters for which financial statements are available, without the approval of at least two thirds of the directors on the Issuer’s Board of Directors.

Pursuant to the Merger Agreement, at the Effective Time, the Issuer and the former stockholders of STX entitled to receive CVRs in the Merger and/or who are purchasers in the PIPE Financing, including the Reporting Persons, entered into a Registration Rights Agreement (the “Registration Rights Agreement” and, together with the Merger Agreement, the Amended Articles of Association, the CVR Agreements, the PIPE Subscription Agreement, the Investor Rights Agreement and Amendment No. 1 to the Investors’ Rights Agreement, the “Agreements”), in substantially the form attached to the Merger Agreement.

Pursuant to the Registration Rights Agreement, the Issuer is required as soon as reasonably practicable after the Effective Time, but in no event later than the 60^th day following the Effective Time, to prepare and file with the SEC a registration statement on Form F-1 or Form F-3 (the “Shelf Registration Statement”) providing for the resale from time to time of all Class A Ordinary Shares (1) issued at the Effective Time to the former STX stockholders who purchased Class A Ordinary Shares in the PIPE Financing and (2) to be issued on the Settlement Date upon settlement of the CVRs. The Issuer must use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earliest of the date as of which all Class A Ordinary Shares covered by the Shelf Registration Statement have been sold, such shorter period as may be agreed by all of the former STX stockholders holding Class A Ordinary Shares then covered by the Shelf Registration Statement or the four-year anniversary of the date of effectiveness of the Shelf Registration Statement.

The former STX stockholders will have the right, from time to time, to cause the Issuer to undertake underwritten offerings or sales of Class A Ordinary Shares covered by the Shelf Registration Statement having an aggregate value of at least $20 million (each, a “Shelf Take-Down”), in each case at the expense of the Issuer. The Issuer will not be obligated in any calendar year to effect more than four block trade Shelf Take-Downs or one Shelf Take-Down that is not a block trade.

The descriptions of the Agreements set forth above in this Item 6 do not purport to be a complete description of the terms thereof and are qualified in their entirety by reference to the full text of the Agreements, which have been attached hereto as Exhibits, and are incorporated herein by reference.

Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons listed in Schedule I hereto and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures,

loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power or investment power over the securities of the Issuer.

SCHEDULE I

The name, present principal occupation, business address and citizenship of each directors and executive person of the relevant entities are set forth below.

 

I.                                       MARCO ALLIANCE LIMITED

 

A.                                 Directors

 

 

B.                                    Executive Officer

 

   Marco Alliance Limited does not have any executive officers.

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II.                                   HONY CAPITAL FUND V GP LIMITED

 

A.                                 Directors

 

 

B.                                    Executive Officer

 

   Hony Capital Fund GP Limited does not have any executive officer.

 

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*  The principal business of Legend Holdings Corporation is making investments in public and private companies, and its address is 17th Floor, Tower B, Raycom InfoTech Park, 2 Kexueyuan Nanlu, Haidian District, Beijing 100190, the People’s Republic of China.

 

III.                              LEGEND HOLDINGS CORPORATION

 

A.                                 Directors

 

 

B.                                    Executive Officers

 

 

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* Chinese Academy of Sciences Holdings Co., Ltd. is an asset management vehicle wholly owned by the Chinese Academy of Sciences, a national academic and research institution owned and controlled by the PRC government, and its address is 702 Yingu Mansion, 9 Beisihuanxi Road, Haidian District, Beijing 100190, the People’s Republic of China.

**   ENN Energy Holdings Limited is clean energy distribution in China, and its address is Building A, ENN Industrial Park, Xinyuan DongDao Road, Economic and Technological Development Zone, Langfang City, Hebei Province, People’s Republic of China.

 

*** Zhonglun Law Firm is a law firm in China, and is address is 28th Floor, SK Building, 6 Jianguomenwai Avenue, Chaoyang District, Beijing, People’s Republic of China.

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: December 30, 2020