SECURITIES AND EXCHANGE COMMISSION
|
|
WASHINGTON, D.C. 20549
|
|
SCHEDULE 13D
|
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
|
(Amendment No. 2)
|
|
Xueda Education Group
|
|
(Name of Issuer)
|
|
Ordinary Shares, par value $0.0001 per share
|
|
(Title of Class of Securities)
|
|
98418W992 | |
(CUSIP Number)
|
|
Scott A. Arenare, Esq.
|
|
Managing Director and General Counsel
|
|
Warburg Pincus LLC
|
|
450 Lexington Avenue
|
|
New York, New York 10017
|
|
(212) 878−0600 | |
(Name, Address and Telephone Number of Person
|
|
Authorized to Receive Notices and Communications)
|
|
Copy to:
|
|
Maurice Hoo, Esq.
|
|
Orrick, Herrington & Sutcliffe
|
|
43/F, Gloucester Tower, The Landmark
|
|
15 Queen’s Road Central, Hong Kong
|
|
+852-2218-9100 | |
June 23, 2011
|
|
(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 schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
|
|
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 disclosures provided in a prior cover page.
|
|
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).
|
CUSIP No. 98418W992
|
|||||
1.
|
Names of Reporting Persons.
|
||||
WP X Investments IV Ltd.
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
o
|
||||
(b)
|
ý
|
||||
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) o
|
||||
6.
|
Citizenship or Place of Organization
|
||||
Cayman Islands
|
|||||
7.
|
Sole Voting Power
|
||||
0
|
|||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
8.
|
Shared Voting Power
|
|||
14,624,000* (See Items 3 and 5)
|
|||||
9.
|
Sole Dispositive Power
|
||||
0
|
|||||
10.
|
Shared Dispositive Power
|
||||
14,624,000* (See Items 3 and 5)
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||||
14,624,000* (See Items 3 and 5)
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
|
||||
10.5%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
|
||||
CO
|
CUSIP No. 98418W992
|
|||||
1.
|
Names of Reporting Persons.
|
||||
Warburg Pincus Private Equity X, L.P.
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
o
|
||||
(b)
|
ý
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
|
||||
N/A
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||||
6.
|
Citizenship or Place of Organization
|
||||
Delaware
|
|||||
7.
|
Sole Voting Power
|
||||
0
|
|||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
8.
|
Shared Voting Power
|
|||
14,170,656* (See Items 3 and 5)
|
|||||
9.
|
Sole Dispositive Power
|
||||
0
|
|||||
10.
|
Shared Dispositive Power
|
||||
14,170,656* (See Items 3 and 5)
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||||
14,170,656* (See Items 3 and 5)
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
|
||||
10.1%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
|
||||
PN
|
CUSIP No. 98418W992
|
|||||
1.
|
Names of Reporting Persons.
|
||||
Warburg Pincus X Partners, L.P.
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
o
|
||||
(b)
|
ý
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
|
||||
N/A
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||||
6.
|
Citizenship or Place of Organization
|
||||
Delaware
|
|||||
7.
|
Sole Voting Power
|
||||
0
|
|||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
8.
|
Shared Voting Power
|
|||
453,344* (See Items 3 and 5)
|
|||||
9.
|
Sole Dispositive Power
|
||||
0
|
|||||
10.
|
Shared Dispositive Power
|
||||
453,344* (See Items 3 and 5)
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||||
453,344* (See Items 3 and 5)
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
|
||||
Less than 1%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
|
||||
PN
|
CUSIP No. 98418W992
|
|||||
1.
|
Names of Reporting Persons.
|
||||
Warburg Pincus X, L.P.
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
o
|
||||
(b)
|
ý
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
|
||||
N/A
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||||
6.
|
Citizenship or Place of Organization
|
||||
Delaware
|
|||||
7.
|
Sole Voting Power
|
||||
0
|
|||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
8.
|
Shared Voting Power
|
|||
14,624,000* (See Items 3 and 5)
|
|||||
9.
|
Sole Dispositive Power
|
||||
0
|
|||||
10.
|
Shared Dispositive Power
|
||||
14,624,000* (See Items 3 and 5)
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||||
14,624,000* (See Items 3 and 5)
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
|
||||
10.5%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
|
||||
PN
|
CUSIP No. 98418W992
|
|||||
1.
|
Names of Reporting Persons.
|
||||
Warburg Pincus X LLC
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
o
|
||||
(b)
|
ý
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
|
||||
N/A
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||||
6.
|
Citizenship or Place of Organization
|
||||
Delaware
|
|||||
7.
|
Sole Voting Power
|
||||
0
|
|||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
8.
|
Shared Voting Power
|
|||
14,624,000* (See Items 3 and 5)
|
|||||
9.
|
Sole Dispositive Power
|
||||
0
|
|||||
10.
|
Shared Dispositive Power
|
||||
14,624,000* (See Items 3 and 5)
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||||
14,624,000* (See Items 3 and 5)
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
|
||||
10.5%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
|
||||
OO
|
CUSIP No. 98418W992
|
|||||
1.
|
Names of Reporting Persons.
|
||||
Warburg Pincus Partners, LLC
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
o
|
||||
(b)
|
ý
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
|
||||
N/A
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||||
6.
|
Citizenship or Place of Organization
|
||||
New York
|
|||||
7.
|
Sole Voting Power
|
||||
0
|
|||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
8.
|
Shared Voting Power
|
|||
14,624,000* (See Items 3 and 5)
|
|||||
9.
|
Sole Dispositive Power
|
||||
0
|
|||||
10.
|
Shared Dispositive Power
|
||||
14,624,000* (See Items 3 and 5)
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||||
14,624,000* (See Items 3 and 5)
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
|
||||
10.5%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
|
||||
OO
|
CUSIP No. 98418W992
|
|||||
1.
|
Names of Reporting Persons.
|
||||
Warburg Pincus & Co.
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
o
|
||||
(b)
|
ý
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
|
||||
N/A
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||||
6.
|
Citizenship or Place of Organization
|
||||
New York
|
|||||
7.
|
Sole Voting Power
|
||||
0
|
|||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
8.
|
Shared Voting Power
|
|||
14,624,000* (See Items 3 and 5)
|
|||||
9.
|
Sole Dispositive Power
|
||||
0
|
|||||
10.
|
Shared Dispositive Power
|
||||
14,624,000* (See Items 3 and 5)
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||||
14,624,000* (See Items 3 and 5)
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
|
||||
10.5%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
|
||||
PN
|
CUSIP No. 98418W992
|
|||||
1.
|
Names of Reporting Persons.
|
||||
Warburg Pincus LLC
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
o
|
||||
(b)
|
ý
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
|
||||
N/A
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||||
6.
|
Citizenship or Place of Organization
|
||||
New York
|
|||||
7.
|
Sole Voting Power
|
||||
0
|
|||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
8.
|
Shared Voting Power
|
|||
14,624,000* (See Items 3 and 5)
|
|||||
9.
|
Sole Dispositive Power
|
||||
0
|
|||||
10.
|
Shared Dispositive Power
|
||||
14,624,000* (See Items 3 and 5)
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||||
14,624,000* (See Items 3 and 5)
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
|
||||
10.5%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
|
||||
OO
|
CUSIP No. 98418W992
|
|||||
1.
|
Names of Reporting Persons.
|
||||
Charles R. Kaye
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
o
|
||||
(b)
|
ý
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
|
||||
N/A
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||||
6.
|
Citizenship or Place of Organization
|
||||
United States of America
|
|||||
7.
|
Sole Voting Power
|
||||
0
|
|||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
8.
|
Shared Voting Power
|
|||
14,624,000* (See Items 3 and 5)
|
|||||
9.
|
Sole Dispositive Power
|
||||
0
|
|||||
10.
|
Shared Dispositive Power
|
||||
14,624,000* (See Items 3 and 5)
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||||
14,624,000* (See Items 3 and 5)
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
|
||||
10.5%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
|
||||
IN
|
CUSIP No. 98418W992
|
|||||
1.
|
Names of Reporting Persons.
|
||||
Joseph P. Landy
|
|||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
o
|
||||
(b)
|
ý
|
||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
|
||||
N/A
|
|||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||||
6.
|
Citizenship or Place of Organization
|
||||
United States of America
|
|||||
7.
|
Sole Voting Power
|
||||
0
|
|||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
8.
|
Shared Voting Power
|
|||
14,624,000* (See Items 3 and 5)
|
|||||
9.
|
Sole Dispositive Power
|
||||
0
|
|||||
10.
|
Shared Dispositive Power
|
||||
14,624,000* (See Items 3 and 5)
|
|||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||||
14,624,000* (See Items 3 and 5)
|
|||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
|
||||
10.5%
|
|||||
14.
|
Type of Reporting Person (See Instructions)
|
||||
IN
|
Dated: June 27, 2011
|
WP X INVESTMENTS IV LTD.
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tara O'Neill | |
|
|
Name: Tara O’Neill
|
|
|
|
Title: Director
|
|
|
|
|
|
|
|
|
|
Dated: June 27, 2011
|
WARBURG PINCUS PRIVATE EQUITY X, L.P.
|
||
|
|
||
|
By: Warburg Pincus X, L.P., its general partner
|
||
|
By: Warburg Pincus X LLC, its general partner
|
||
|
By: Warburg Pincus Partners, LLC, its sole member
|
||
|
By: Warburg Pincus & Co., its managing member
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Scott A. Arenare | |
|
|
Name: Scott A. Arenare
|
|
|
|
Title: Partner
|
|
|
|
|
|
|
|
|
|
Dated: June 27, 2011
|
WARBURG PINCUS X PARTNERS, L.P.
|
||
|
|
|
|
|
By: Warburg Pincus X, L.P., its general partner
|
||
|
By: Warburg Pincus X LLC, its general partner
|
||
|
By: Warburg Pincus Partners, LLC, its sole member
|
||
|
By: Warburg Pincus & Co., its managing member
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Scott A. Arenare | |
|
|
Name: Scott A. Arenare
|
|
|
|
Title: Partner
|
|
|
|
||
|
|
||
Dated: June 27, 2011
|
WARBURG PINCUS X, L.P.
|
||
|
|
|
|
|
By: Warburg Pincus X LLC, its general partner
|
||
|
By: Warburg Pincus Partners, LLC, its sole member
|
||
|
By: Warburg Pincus & Co., its managing member
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Scott A. Arenare | |
|
|
Name: Scott A. Arenare
|
|
|
|
Title: Partner
|
|
|
|
||
|
|
Dated: June 27, 2011
|
WARBURG PINCUS X LLC
|
|
|
|
|
|
By: Warburg Pincus Partners, LLC, its sole member
|
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Scott A. Arenare |
|
|
Name: Scott A. Arenare
|
|
|
Title: Partner
|
|
|
||||
Dated: June 27, 2011
|
WARBURG PINCUS PARTNERS, LLC
|
||||
|
|
||||
|
By: Warburg Pincus & Co., its managing member
|
||||
|
|
|
|||
|
|
|
|||
|
By:
|
/s/ Scott A. Arenare | |||
|
|
Name: Scott A. Arenare
|
|||
|
|
Title: Partner
|
|||
|
|
|
|||
|
|
|
|||
Dated: June 27, 2011
|
WARBURG PINCUS & CO.
|
||||
|
|
|
|||
|
|
|
|||
|
By:
|
/s/ Scott A. Arenare | |||
|
|
Name: Scott A. Arenare
|
|||
|
|
Title: Partner
|
|||
|
|
|
|||
|
|
|
|||
Dated: June 27, 2011
|
WARBURG PINCUS LLC
|
||||
|
|
|
|||
|
|
|
|||
|
By:
|
/s/ Scott A. Arenare | |||
|
|
Name: Scott A. Arenare
|
|||
|
|
Title: Managing Director
|
|||
|
|
|
|||
|
|
|
|||
Dated: June 27, 2011
|
CHARLES R. KAYE
|
||||
|
|
|
|||
|
|
|
|||
|
By:
|
/s/ Scott A. Arenare
|
|||
|
|
Scott A. Arenare, Attorney-in-fact*
|
|||
|
|
|
|||
|
|
|
|||
Dated: June 27, 2011
|
JOSEPH P. LANDY
|
||||
|
|
|
|||
|
|
|
|||
|
By:
|
/s/ Scott A. Arenare | |||
|
|
Scott A. Arenare, Attorney-in-fact**
|
|||
|
|
|
|||
__________________
|
|||||
*
|
Power of Attorney given by Mr. Kaye was previously filed with the U.S. Securities and Exchange Commission ("SEC") on March 2, 2006, as an exhibit to the Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
|
||||
**
|
Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to the Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
|
SELLER: | |||||||
NIHAO CHINA CORPORATION | |||||||
By: | /s/ Jinbo Yao | ||||||
Its: | Director | ||||||
BUYER: | |||||||
WP X INVESTMENTS IV Ltd. | |||||||
By: | /s/ Sharmila Baichoo | ||||||
Name: | Sharmila Baichoo | ||||||
Title: | Authorized Representative | ||||||