- Statement of Ownership (SC 13G)
February 09 2010 - 6:50AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
7 Days Group Holdings Limited
(Name of Issuer)
Ordinary Shares*
(Title of Class of Securities)
81783J 101**
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
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 disclosures provided in a prior cover page.
|
*
|
|
Not for trading, but only in connection with the registration of American Depositary Shares each representing 3 ordinary shares.
|
|
**
|
|
This CUSIP applies to the American Depositary 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).
|
|
|
|
|
|
|
|
|
SCHEDULE 13G
|
|
Page
2
of 16 Pages
|
|
|
|
|
|
|
|
|
|
CUSIP No. 81783J 101
|
|
1
|
|
Names of reporting persons/I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WP RE (Cayman)
International Ltd.
|
|
2
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
0
|
|
|
6
|
|
Shared voting power
24,008,321
|
|
|
7
|
|
Sole dispositive power
0
|
|
|
8
|
|
Shared dispositive power
24,008,321
|
|
9
|
|
Aggregate amount beneficially
owned by each reporting person
24,008,321
|
|
10
|
|
Check if the aggregate amount in
row (9) excludes certain shares
¨
|
|
11
|
|
Percent of class represented by
amount in row (9)
16.1%
1
|
|
12
|
|
Type of reporting
person
CO
|
|
1
|
Based on 149,067,932 outstanding ordinary shares as of December 31, 2009.
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13G
|
|
Page
3
of 16 Pages
|
|
|
|
|
|
|
|
|
|
CUSIP No. 81783J 101
|
|
1
|
|
Names of reporting persons/I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Warburg Pincus Real
Estate I, L.P.
|
|
2
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
0
|
|
|
6
|
|
Shared voting power
24,008,321
1
|
|
|
7
|
|
Sole dispositive power
0
|
|
|
8
|
|
Shared dispositive power
24,008,321
2
|
|
9
|
|
Aggregate amount beneficially
owned by each reporting person
24,008,321
|
|
10
|
|
Check if the aggregate amount in
row (9) excludes certain shares
¨
|
|
11
|
|
Percent of class represented by
amount in row (9)
16.1%
3
|
|
12
|
|
Type of reporting
person
PN
|
|
1
|
The record owner of these shares is WP RE (Cayman) International Ltd., which is wholly owned by Warburg Pincus Real Estate I, L.P., the general partner
of which is Warburg Pincus Real Estate I GP, LLC, the sole member of which is Warburg Pincus Partners, LLC, the managing member of which is Warburg Pincus & Co.
|
|
3
|
Based on 149,067,932 outstanding ordinary shares as of December 31, 2009.
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13G
|
|
Page
4
of 16 Pages
|
|
|
|
|
|
|
|
|
|
CUSIP No. 81783J 101
|
|
1
|
|
Names of reporting persons/I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Warburg Pincus Real
Estate I GP, LLC
|
|
2
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
0
|
|
|
6
|
|
Shared voting power
24,008,321
1
|
|
|
7
|
|
Sole dispositive power
0
|
|
|
8
|
|
Shared dispositive power
24,008,321
2
|
|
9
|
|
Aggregate amount beneficially
owned by each reporting person
24,008,321
|
|
10
|
|
Check if the aggregate amount in
Row (9) excludes certain shares
¨
|
|
11
|
|
Percent of class represented by
amount in Row (9)
16.1%
3
|
|
12
|
|
Type of reporting
person
OO
|
|
1
|
The record owner of these shares is WP RE (Cayman) International Ltd., which is wholly owned by Warburg Pincus Real Estate I, L.P., the general partner
of which is Warburg Pincus Real Estate I GP, LLC, the sole member of which is Warburg Pincus Partners, LLC, the managing member of which is Warburg Pincus & Co.
|
|
3
|
Based on 149,067,932 outstanding ordinary shares as of December 31, 2009.
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13G
|
|
Page
5
of 16 Pages
|
|
|
|
|
|
|
|
|
|
CUSIP No. 81783J 101
|
|
1
|
|
Names of reporting persons/I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Warburg Pincus
Partners, LLC
|
|
2
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
New York
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
0
|
|
|
6
|
|
Shared voting power
24,008,321
1
|
|
|
7
|
|
Sole dispositive power
0
|
|
|
8
|
|
Shared dispositive power
24,008,321
2
|
|
9
|
|
Aggregate amount beneficially
owned by each reporting person
24,008,321
|
|
10
|
|
Check if the aggregate amount in
Row (9) excludes certain shares
¨
|
|
11
|
|
Percent of class represented by
amount in Row (9)
16.1%
3
|
|
12
|
|
Type of reporting
person
OO
|
|
1
|
The record owner of these shares is WP RE (Cayman) International Ltd., which is wholly owned by Warburg Pincus Real Estate I, L.P., the general partner
of which is Warburg Pincus Real Estate I GP, LLC, the sole member of which is Warburg Pincus Partners, LLC, the managing member of which is Warburg Pincus & Co.
|
|
3
|
Based on 149,067,932 outstanding ordinary shares as of December 31, 2009.
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13G
|
|
Page
6
of 16 Pages
|
|
|
|
|
|
|
|
|
|
CUSIP No. 81783J 101
|
|
1
|
|
Names of reporting persons/I.R.S.
identification nos. of above persons (entities only)
Warburg Pincus &
Co.
|
|
2
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
New York
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
0
|
|
|
6
|
|
Shared voting power
24,008,321
1
|
|
|
7
|
|
Sole dispositive power
0
|
|
|
8
|
|
Shared dispositive power
24,008,321
2
|
|
9
|
|
Aggregate amount beneficially
owned by each reporting person
24,008,321
|
|
10
|
|
Check if the aggregate amount in
Row (9) excludes certain shares
¨
|
|
11
|
|
Percent of class represented by
amount in Row (9)
16.1%
3
|
|
12
|
|
Type of reporting
person
PN
|
|
1
|
The record owner of these shares is WP RE (Cayman) International Ltd., which is wholly owned by Warburg Pincus Real Estate I, L.P., the general partner
of which is Warburg Pincus Real Estate I GP, LLC, the sole member of which is Warburg Pincus Partners, LLC, the managing member of which is Warburg Pincus & Co.
|
|
3
|
Based on 149,067,932 outstanding ordinary shares as of December 31, 2009.
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13G
|
|
Page
7
of 16 Pages
|
|
|
|
|
|
|
|
|
|
CUSIP No. 81783J 101
|
|
1
|
|
Names of reporting persons/I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Warburg Pincus LLC
|
|
2
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
New York
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
0
|
|
|
6
|
|
Shared voting power
24,008,321
1
|
|
|
7
|
|
Sole dispositive power
0
|
|
|
8
|
|
Shared dispositive power
24,008,321
2
|
|
9
|
|
Aggregate amount beneficially
owned by each reporting person
24,008,321
|
|
10
|
|
Check if the aggregate amount in
Row (9) excludes certain shares
¨
|
|
11
|
|
Percent of class represented by
amount in Row (9)
16.1%
3
|
|
12
|
|
Type of reporting
person
OO
|
|
1
|
The record owner of these shares is WP RE (Cayman) International Ltd., which is wholly owned by Warburg Pincus Real Estate I, L.P., the general partner
of which is Warburg Pincus Real Estate I GP, LLC, the sole member of which is Warburg Pincus Partners, LLC, the managing member of which is Warburg Pincus & Co. Warburg Pincus LLC manages Warburg Pincus Real Estate I, L.P.
|
|
3
|
Based on 149,067,932 outstanding ordinary shares as of December 31, 2009.
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13G
|
|
Page
8
of 16 Pages
|
|
|
|
|
|
|
|
|
|
CUSIP No. 81783J 101
|
|
1
|
|
Names of reporting persons/I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Charles R.
Kaye
|
|
2
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
United States of
America
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
0
|
|
|
6
|
|
Shared voting power
24,008,321
1
|
|
|
7
|
|
Sole dispositive power
0
|
|
|
8
|
|
Shared dispositive power
24,008,321
2
|
|
9
|
|
Aggregate amount beneficially
owned by each reporting person
24,008,321
|
|
10
|
|
Check if the aggregate amount in
Row (9) excludes certain shares
¨
|
|
11
|
|
Percent of class represented by
amount in Row (9)
16.1%
3
|
|
12
|
|
Type of reporting
person
IN
|
|
1
|
The record owner of these shares is WP RE (Cayman) International Ltd., which is wholly owned by Warburg Pincus Real Estate I, L.P., the general partner
of which is Warburg Pincus Real Estate I GP, LLC, the sole member of which is Warburg Pincus Partners, LLC, the managing member of which is Warburg Pincus & Co. Warburg Pincus LLC manages Warburg Pincus Real Estate I, L.P. Charles R. Kaye is a
Managing General Partner of Warburg Pincus & Co. and Managing Member and Co-President of Warburg Pincus LLC and may be deemed to control the various Warburg Pincus entities identified above. Mr. Kaye disclaims beneficial ownership of all shares
held by the Warburg Pincus entities identified above.
|
|
3
|
Based on 149,067,932 outstanding ordinary shares as of December 31, 2009.
|
|
|
|
|
|
|
|
|
|
SCHEDULE 13G
|
|
Page
9
of 16 Pages
|
|
|
|
|
|
|
|
|
|
CUSIP No. 81783J 101
|
|
1
|
|
Names of reporting persons/I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph P.
Landy
|
|
2
|
|
Check the appropriate box if a
member of a group
(a)
¨
(b)
x
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
United States of
America
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
0
|
|
|
6
|
|
Shared voting power
24,008,321
1
|
|
|
7
|
|
Sole dispositive power
0
|
|
|
8
|
|
Shared dispositive power
24,008,321
2
|
|
9
|
|
Aggregate amount beneficially
owned by each reporting person
24,008,321
|
|
10
|
|
Check if the aggregate amount in
Row (9) excludes certain shares
¨
|
|
11
|
|
Percent of class represented by
amount in Row (9)
16.1%
3
|
|
12
|
|
Type of reporting
person
IN
|
|
1
|
The record owner of these shares is WP RE (Cayman) International Ltd., which is wholly owned by Warburg Pincus Real Estate I, L.P., the general partner
of which is Warburg Pincus Real Estate I GP, LLC, the sole member of which is Warburg Pincus Partners, LLC, the managing member of which is Warburg Pincus & Co. Warburg Pincus LLC manages Warburg Pincus Real Estate I, L.P. Joseph P. Landy is a
Managing General Partner of Warburg Pincus & Co. and Managing Member and Co-President of Warburg Pincus LLC and may be deemed to control the various Warburg Pincus entities identified above. Mr. Landy disclaims beneficial ownership of all shares
held by the Warburg Pincus entities identified above.
|
|
3
|
Based on 149,067,932 outstanding ordinary shares as of December 31, 2009.
|
|
|
|
|
|
|
|
CUSIP No. 81783J 101
|
|
SCHEDULE 13G
|
|
Page
10
of 16 Pages
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 1
|
|
(a)
|
|
Name of Issuer
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 Days Group Holdings Limited (“Issuer”)
|
|
|
|
|
|
|
|
|
|
|
|
Item 1
|
|
(b)
|
|
Address of Issuer’s Principal Executive Offices
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10F, 705 GuangzhouDaDaoNan Road, Guangzhou, Guangdong 510290, People’s Republic of China
|
|
|
|
|
|
|
|
|
|
|
|
Item 2
|
|
(a)
|
|
Name of Person Filing
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WP RE (Cayman) International Ltd.
Warburg Pincus Real Estate I, L.P.
Warburg Pincus Real Estate I GP, LLC
Warburg Pincus Partners, LLC
Warburg Pincus & Co.
Warburg Pincus LLC
Charles R.
Kaye
Joseph P. Landy
|
|
|
|
|
|
|
|
|
|
|
|
Item 2
|
|
(b)
|
|
Address of Principal Business Office or, If None, Residence; Citizenship
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For all Reporting Persons:
c/o Warburg Pincus & Co.
450 Lexington Avenue
New York, New York, 10017
|
|
|
|
|
|
|
|
|
|
|
|
Item 2
|
|
(c)
|
|
Citizenship
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WP RE (Cayman) International Ltd. - Cayman Islands company
Warburg Pincus Real Estate I, L.P. - Delaware limited partnership
Warburg Pincus Real Estate I GP, LLC - Delaware limited liability company
Warburg Pincus Partners, LLC - New York limited liability company
Warburg Pincus & Co. - New York general partnership
Warburg Pincus LLC - New York limited liability company
Charles R. Kaye - United States of America
Joseph P. Landy - United States of America
|
|
|
|
|
|
|
|
|
|
|
|
Item 2
|
|
(d)
|
|
Title of Class of Securities
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, par value US$0.125
|
|
|
|
|
|
|
|
|
|
|
|
Item 2
|
|
(e)
|
|
CUSIP Number
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81783J 101
This CUSIP applies to the American Depositary Shares each representing three ordinary shares.
|
|
|
|
|
|
|
|
|
|
Item 3.
|
|
Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):
|
|
|
|
|
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
|
|
|
|
|
CUSIP No. 81783J 101
|
|
SCHEDULE 13G
|
|
Page
11
of 16 Pages
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 4.
|
|
Ownership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Amount beneficially owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
The information required by Items 4(a) - (c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person
and is incorporated herein by reference for each such Reporting Person.
The record owner of the shares is WP RE (Cayman) International Ltd., which is wholly owned by Warburg Pincus Real Estate I, L.P., the general partner of which is Warburg Pincus Real Estate I GP, LLC, the sole member of which is Warburg
Pincus Partners, LLC, the managing member of which is Warburg Pincus & Co. Warburg Pincus LLC manages Warburg Pincus Real Estate I, L.P. Charles R. Kaye and Joseph P. Landy are Managing General Partners of Warburg Pincus & Co. and Managing
Members and Co-Presidents of Warburg Pincus LLC and may be deemed to control the various Warburg Pincus entities identified above. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the various Warburg Pincus entities
identified above.
|
|
|
|
|
|
|
|
|
|
Item 5.
|
|
Ownership of Five Percent or Less of a Class
|
|
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
|
|
|
|
Item 6.
|
|
Ownership of More Than Five Percent on Behalf of Another Person
|
|
|
|
|
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
|
|
|
|
Item 7.
|
|
Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
|
|
Item 8.
|
|
Identification and Classification of Members of the Group
|
|
|
|
|
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
|
|
|
|
|
|
Item 9.
|
|
Notice of Dissolution of Group
|
|
|
|
|
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
|
|
|
|
|
|
Item 10.
|
|
Certifications
|
|
|
|
|
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
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. In addition, by signing below, the undersigned agrees that this Schedule 13G may be filed jointly on behalf of each of the Reporting Persons.
Dated: February 9, 2010
|
|
|
|
|
WP RE (CAYMAN) INTERNATIONAL LTD.
|
|
|
|
|
By:
|
|
/
S
/ T
ARA
E.
O’N
EILL
|
|
Name:
|
|
Tara E. O’Neill
|
|
Title:
|
|
Director
|
|
|
|
WARBURG PINCUS REAL ESTATE I, L.P.
|
|
|
|
|
By:
|
|
Warburg Pincus Real Estate I GP, LLC, its General Partner
|
|
|
|
|
By:
|
|
Warburg Pincus Partners, LLC, its Sole Member
|
|
|
|
|
By:
|
|
Warburg Pincus & Co., its Managing Member
|
|
|
|
|
By:
|
|
/
S
/ S
COTT
A.
A
RENARE
|
|
Name:
|
|
Scott A. Arenare
|
|
Title:
|
|
Partner
|
|
|
|
WARBURG PINCUS REAL ESTATE I GP, LLC
|
|
|
|
|
By:
|
|
Warburg Pincus Partners, LLC, its Sole Member
|
|
|
|
|
By:
|
|
Warburg Pincus & Co., its Managing Member
|
|
|
|
|
By:
|
|
/
S
/ S
COTT
A.
A
RENARE
|
|
Name:
|
|
Scott A. Arenare
|
|
Title:
|
|
Partner
|
|
|
|
WARBURG PINCUS PARTNERS, LLC
|
|
|
|
|
By:
|
|
Warburg Pincus & Co., its Managing Member
|
|
|
|
|
By:
|
|
/
S
/ S
COTT
A.
A
RENARE
|
|
Name:
|
|
Scott A. Arenare
|
|
Title:
|
|
Partner
|
|
|
|
WARBURG PINCUS & CO.
|
|
|
|
|
By:
|
|
/
S
/ S
COTT
A.
A
RENARE
|
|
Name:
|
|
Scott A. Arenare
|
|
Title:
|
|
Partner
|
|
|
|
|
|
WARBURG PINCUS LLC
|
|
|
|
|
By:
|
|
/
S
/ S
COTT
A.
A
RENARE
|
|
Name:
|
|
Scott A. Arenare
|
|
Title:
|
|
Managing Director
|
|
|
|
|
By:
|
|
/
S
/ S
COTT
A.
A
RENARE
|
|
Name:
|
|
Charles R. Kaye
|
|
By:
|
|
Scott A. Arenare, Attorney-in-Fact
1
|
|
|
|
|
By:
|
|
/
S
/ S
COTT
A.
A
RENARE
|
|
Name:
|
|
Joseph P. Landy
|
|
By:
|
|
Scott A. Arenare, Attorney-in-Fact
2
|
|
1
|
Power of Attorney granted by Mr. Kaye in favor of Scott A. Arenare, Timothy J. Curt and Steven G. Schneider, dated as of February 27, 2006, was previously filed with
the U.S. Securities and Exchange Commission on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. and is incorporated herein by reference.
|
|
2
|
Power of Attorney granted by Mr. Landy in favor of Scott A. Arenare, Timothy J. Curt and Steven G. Schneider, dated as of February 27, 2006, was previously filed with
the U.S. Securities and Exchange Commission on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. and is incorporated herein by reference.
|
LIST OF EXHIBITS
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
A
|
|
Joint Filing Agreement
|
7 Days Grp. Holdings Limited American Depositary Shares, Each Representing Three Ordinary Shares (NYSE:SVN)
Historical Stock Chart
From Sep 2024 to Oct 2024
7 Days Grp. Holdings Limited American Depositary Shares, Each Representing Three Ordinary Shares (NYSE:SVN)
Historical Stock Chart
From Oct 2023 to Oct 2024
