Xinhua Finance Media Ltd - Statement of Beneficial Ownership (SC 13D)
October 09 2007 - 11:36AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
XINHUA FINANCE MEDIA LIMITED
(Name of Issuer)
Common shares, par value $0.001 per share
(Title of Class of Securities)
983982109
(CUSIP Number)
Robert P. Bermingham
Yucaipa Global Partnership Fund L.P.
9130 W. Sunset Boulevard
Los Angeles, California 90069
(310) 789-7200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 28, 2007
(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
statement because of ss.ss.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 ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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 10 Pages
SCHEDULE 13D
CUSIP No.: 983982109 Page 2 of 10 Pages
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
RONALD W. BURKLE
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power None
Shares
Beneficially -----------------------------------------------------------
Owned by Each
Reporting 8. Shared Voting Power 8,574,022
Person With
-----------------------------------------------------------
9. Sole Dispositive Power None
-----------------------------------------------------------
10. Shared Dispositive Power 8,574,022
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,574,022
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
6.2% based on 138,072,540 common shares outstanding as of September
28, 2007.
--------------------------------------------------------------------------------
14. Type of Reporting Person:
IN
--------------------------------------------------------------------------------
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CUSIP No.: 983982109 Page 3 of 10 Pages
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
RBDILLC
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power None
Shares
Beneficially -----------------------------------------------------------
Owned by Each
Reporting 8. Shared Voting Power 8,574,022
Person With
-----------------------------------------------------------
9. Sole Dispositive Power None
-----------------------------------------------------------
10. Shared Dispositive Power 8,574,022
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,574,022
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
6.2% based on 138,072,540 common shares outstanding as of September
28, 2007.
--------------------------------------------------------------------------------
14. Type of Reporting Person:
OO
--------------------------------------------------------------------------------
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CUSIP No.: 983982109 Page 4 of 10 Pages
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
YUCAIPA GLOBAL HOLDINGS
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
--------------------------------------------------------------------------------
5. Check 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 7. Sole Voting Power None
Shares
Beneficially -----------------------------------------------------------
Owned by Each
Reporting 8. Shared Voting Power 8,574,022
Person With
-----------------------------------------------------------
9. Sole Dispositive Power None
-----------------------------------------------------------
10. Shared Dispositive Power 8,574,022
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,574,022
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
6.2% based on 138,072,540 common shares outstanding as of September
28, 2007.
--------------------------------------------------------------------------------
14. Type of Reporting Person:
PN
--------------------------------------------------------------------------------
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CUSIP No.: 983982109 Page 5 of 10 Pages
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
YGOF GP LTD.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
--------------------------------------------------------------------------------
5. Check 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 7. Sole Voting Power None
Shares
Beneficially -----------------------------------------------------------
Owned by Each
Reporting 8. Shared Voting Power 8,574,022
Person With
-----------------------------------------------------------
9. Sole Dispositive Power None
-----------------------------------------------------------
10. Shared Dispositive Power 8,574,022
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,574,022
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
6.2% based on 138,072,540 common shares outstanding as of September
28, 2007.
--------------------------------------------------------------------------------
14. Type of Reporting Person:
CO
--------------------------------------------------------------------------------
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CUSIP No.: 983982109 Page 6 of 10 Pages
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
YUCAIPA GLOBAL PARTNERSHIP FUND L.P.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
--------------------------------------------------------------------------------
5. Check 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 7. Sole Voting Power 8,574,022
Shares
Beneficially -----------------------------------------------------------
Owned by Each
Reporting 8. Shared Voting Power 8,574,022
Person With
-----------------------------------------------------------
9. Sole Dispositive Power 8,574,022
-----------------------------------------------------------
10. Shared Dispositive Power 8,574,022
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,574,022
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
6.2% based on 138,072,540 common shares outstanding as of September
28, 2007.
--------------------------------------------------------------------------------
14. Type of Reporting Person:
PN
--------------------------------------------------------------------------------
|
CUSIP No.: 983982109 Page 7 of 10 Pages
Item 1. Security and Issuer
This statement relates to the common shares, par value $0.001
per share (the "Common Stock"), of Xinhua Finance Media Limited, a Cayman
Islands corporation (the "Company"). The principal executive offices of the
Company are located at 2201, Tower D, Central International Trade Center, 6A
Jian Wai Ave., Chaoyang District, Beijing, 100022, People's Republic of China.
Item 2. Identity and Background
(a) This statement is being filed jointly by (i) Ronald W.
Burkle, (ii) RBDI LLC, a Delaware limited liability company ("RBDI"), (iii)
Yucaipa Global Holdings, a Cayman Islands general partnership ("Yucaipa Global
Holdings"), (iv) YGOF GP Ltd., a Cayman Islands corporation ("YGOF"), and (v)
Yucaipa Global Partnership Fund L.P., a Cayman Islands limited partnership
("Yucaipa Global Partnership" and, together with Mr. Burkle, RBDI, Yucaipa
Global Holdings, and YGOF, the "Reporting Persons"). Mr. Burkle is the sole
member of RBDI. Dubai Investment Group (YGP) Ltd. and RBDI are the general
partners of Yucaipa Global Holdings, with RBDI being the managing partner.
Yucaipa Global Holdings is the sole shareholder of YGOF, which, in turn, is the
general partner of Yucaipa Global Partnership.
(b) The address of the principal business and principal office
of each of the Reporting Persons is 9130 W. Sunset Boulevard, Los Angeles,
California 90069.
(c) The principal business of each of the Reporting Persons is
acquiring, investing in and/or managing companies.
(d) None of the Reporting Persons has during the last five
years been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors).
(e) None of the Reporting Persons has during the last five
years been 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
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.
(f) Mr. Burkle is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The total amount of funds required by Yucaipa Global
Partnership to acquire the shares reported in Item 5 was $25,722,066.00. All
such funds were provided from working capital.
Item 4. Purpose of the Transaction
The Reporting Persons acquired the shares reported in Item 5
on September 28, 2007 because, in their opinion, such shares are undervalued by
the market at the present time. The shares were acquired in directly negotiated
transactions from various existing shareholders of the Company.
On September 27, 2007, David Olson, an employee of a related
management company, was appointed to the Board of Directors of the Company. The
purchase of the shares to which this statement relates was not conditioned
on such appointment. The Reporting Persons believe that the
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CUSIP No.: 983982109 Page 8 of 10 Pages
addition of David Olson to the board as an independent director is a strong
positive development. In addition, the Company should have substantial
opportunities for future growth.
The Reporting Persons currently hold their shares of Common
Stock for investment purposes. However, the Reporting Persons intend to closely
monitor the Company's performance and may modify their plans in the future. In
addition, the Reporting Persons and their representatives and advisers may
communicate with other shareholders, industry participants and other interested
parties concerning the Company.
Although the Reporting Persons do not have any current plans
other than the monitoring and communication program outlined in the previous
paragraph, the Reporting Persons may in the future exercise any and all of their
respective rights as shareholders of the Company in a manner consistent with
their equity interests. More specifically, depending on their evaluation of
various factors, including the investment potential of the Common Stock, the
Company's business prospects and financial position, other developments
concerning the Company, the price level and availability of the Common Stock,
available opportunities to acquire or dispose of the Common Stock, realize
trading profits or minimize trading losses, conditions in the securities markets
and general economic and industry conditions, reinvestment opportunities,
developments relating to the business of the Reporting Persons and other factors
deemed relevant, the Reporting Persons may take such actions with respect to
their holdings in the Company as they deem appropriate in light of circumstances
existing from time to time. Such actions may include the purchase of additional
shares of Common Stock in the open market, through privately negotiated
transactions with third parties or otherwise, or the sale at any time, in the
open market, through privately negotiated transactions with third parties or
otherwise, of all or a portion of the shares now owned or hereafter acquired. In
addition, the Reporting Persons may, individually or in the aggregate, from time
to time enter into or unwind hedging or other derivative transactions with
respect to the Common Stock.
As of the date of this Statement, except as set forth above,
none of the Reporting Persons has any present plan or intention which would
result in or relate to any of the actions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Yucaipa Global Partnership is the direct beneficial owner
of all of the 8,574,022 shares of the Company's common stock currently owned by
the Reporting Persons. Such shares represent approximately 6.2% of the Company's
outstanding Common Stock, based upon the 138,072,540 shares of Common Stock
outstanding as of September 28, 2007, as reported by the Company. By virtue of
the relationships described under Item 2 of this Statement, each of the other
Reporting Persons may be deemed to share indirect beneficial ownership of the
shares of Common Stock directly beneficially owned by Yucaipa Global
Partnership. Mr. Burkle disclaims any such ownership (except to the extent of
his pecuniary interest therein), and the filing of this Statement shall not be
construed as an admission that Mr. Burkle is, for the purposes of Section 13(d)
or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of such
shares.
(b) Yucaipa Global Partnership, acting through its general
partner, YGOF, has the sole power to vote or to direct the vote, and to dispose
or to direct the disposition of the shares of Common Stock beneficially owned by
it. By virtue of the relationships described under Item 2 of this Statement,
each of the other Reporting Persons may be deemed to share the indirect power to
vote and direct the disposition of the shares held by Yucaipa Global
Partnership.
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CUSIP No.: 983982109 Page 9 of 10 Pages
(c) None of the Reporting Persons has transacted in this class
of securities during the past sixty days.
(d) Except as stated elsewhere in Item 5, no other person has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of such shares owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
In connection with the acquisition of the shares to which this
statement relates, the Company and Yucaipa Global Partnership agreed to use
their reasonable best efforts to enter into a registration rights agreement with
respect to such shares containing commercially reasonable terms and provisions.
Other than set forth above, none of the Reporting Persons has any contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to securities of the Company, including, but not limited to,
transfer or voting of any such securities, finder's fees, joint ventures, loans
or option arrangements, puts or calls, guarantees of profits, division of
profits or losses or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.
Other than set forth above, none of the Reporting Persons has
any contract, arrangement, understanding or relationship (legal or otherwise)
with any person with respect to securities of the Company, including, but not
limited to, transfer or voting of any such securities, finder's fees, joint
ventures, loans or option arrangements, puts or calls, guarantees of profits,
division of profits or losses or the giving or withholding of proxies.
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CUSIP No.: 983982109 Page 10 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: October 9, 2007 RONALD W. BURKLE
By: /s/ Ronald W. Burkle
--------------------
Date: October 9, 2007 RBDI LLC
By: /s/ Robert P. Bermingham
------------------------
Name: Robert P. Bermingham
Title: Vice President
Date: October 9, 2007 YUCAIPA GLOBAL HOLDINGS G.P.
By: RBDI LLC
Title: Managing Partner
By: /s/ Robert P. Bermingham
-------------------------
Name: Robert P. Bermingham
Title: Vice President
Date: October 9, 2007 YGOF GP LTD.
By: /s/ Robert P. Bermingham
------------------------
Name: Robert P. Bermingham
Title: Vice President
Date: October 9, 2007 YUCAIPA GLOBAL PARTNERSHIP FUND L.P.
By: YGOF GP LTD.
Title: General Partner
By: /s/ Robert P. Bermingham
------------------------
Name: Robert P. Bermingham
Title: Vice President
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