0000902664-15-004450.txt : 20151204 0000902664-15-004450.hdr.sgml : 20151204 20151204143557 ACCESSION NUMBER: 0000902664-15-004450 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20151204 DATE AS OF CHANGE: 20151204 GROUP MEMBERS: HILLHOUSE CAPITAL MANAGEMENT, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Qunar Cayman Islands Ltd. CENTRAL INDEX KEY: 0001551060 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87695 FILM NUMBER: 151269781 BUSINESS ADDRESS: STREET 1: 17TH FL, VIVA PLAZA, BLDG. 18, YARD 29 STREET 2: SUZHOU STREET, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100080 BUSINESS PHONE: 86 10 5760 3000 MAIL ADDRESS: STREET 1: 17TH FL, VIVA PLAZA, BLDG. 18, YARD 29 STREET 2: SUZHOU STREET, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hillhouse Capital Management, Ltd. CENTRAL INDEX KEY: 0001510589 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SUITE 1608, ONE EXCHANGE SQUARE STREET 2: 8 CONNAUGHT PLACE CITY: CENTRAL STATE: K3 ZIP: 00000 BUSINESS PHONE: 6566030860 MAIL ADDRESS: STREET 1: SUITE 1608, ONE EXCHANGE SQUARE STREET 2: 8 CONNAUGHT PLACE CITY: CENTRAL STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Hillhouse Capital Management Pte. Ltd. DATE OF NAME CHANGE: 20150108 FORMER COMPANY: FORMER CONFORMED NAME: Hillhouse Capital Management, Ltd. DATE OF NAME CHANGE: 20110119 SC 13D/A 1 p15-2292sc13da.htm HILLHOUSE CAPITAL MANAGEMENT, LTD.
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 

Qunar Cayman Islands Limited

(Name of Issuer)
 

Class B Ordinary Shares, par value $0.001 per share

(Title of Class of Securities)
 

74906P1049**

(CUSIP Number)
 
 

Richard A. Hornung

Hillhouse Capital Management, Ltd.

Suite 1608, One Exchange Square

8 Connaught Place

Hong Kong

+852 2179-1988 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

December 4, 2015

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 5 Pages)

______________________________

* 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.

 

** There is no CUSIP number assigned to the Class B Ordinary Shares. CUSIP number 74906P1049 has been assigned to the American Depositary Shares of the Issuer, which are quoted on The NASDAQ Global Select Market under the symbol "QUNR." Each ADS represents 3 Class B Ordinary 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).

 

CUSIP No. 74906P1049SCHEDULE 13D/APage 2 of 5 Pages
 

 

1

NAME OF REPORTING PERSON

Hillhouse Capital Management, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

20,238,202 Class B Ordinary Shares(1)

8

SHARED VOTING POWER

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

20,238,202 Class B Ordinary Shares(1)

10

SHARED DISPOSITIVE POWER

0 (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

20,238,202 Class B Ordinary Shares(1)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.99% (See Item 5)

14

TYPE OF REPORTING PERSON

IA

         

 

_____________

(1) Consists of (i) 6,488,369 ADSs, representing 19,465,107 Class B Ordinary Shares, held by Gaoling Fund, L.P., (ii) 257,698 ADSs, representing 773,094 Class B Ordinary Shares, held by YHG Investment, L.P., and (iii) one Class A Ordinary Share held by HCM Qunar Holdings Limited (and assumes conversion of such Class A Ordinary Share into one Class B Ordinary Share). See Item 5.

 

 

 

CUSIP No. 74906P1049SCHEDULE 13D/APage 3 of 5 Pages
 

This Amendment No. 5 ("Amendment No. 5") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on November 1, 2013 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D filed with the SEC on December 5, 2014 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D filed with the SEC on April 9, 2015 ("Amendment No. 2"), Amendment No. 3 to the Original Schedule 13D filed with the SEC on June 9, 2015 ("Amendment No. 3") and Amendment No. 4 to the Original Schedule 13D filed with the SEC on June 19, 2015 ("Amendment No. 4", and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 5, the "Schedule 13D") with respect to the Class B Ordinary Shares, par value $0.001 per share ("Class B Shares"), of Qunar Cayman Islands Limited, an exempted Cayman Islands company. Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in Amendment No. 4. This Amendment No. 5 amends Items 3, 4, 5(a), 5(c), 5(e), 6 and 7 of Amendment No. 4. This is the final amendment to the Schedule 13D and constitutes an "exiting filing" for the Reporting Person.

 

Item 3. Source and Amounts of Funds or Other Consideration
   
  Item 3 is hereby amended and restated in its entirety as follows:
   
  The Hillhouse Entities used internally generated funds to purchase securities of the Issuer and to date have used approximately $114 million, in each case excluding brokerage commissions, to acquire the American Depositary Shares of the Issuer (“ADSs”) representing Class B Shares and the Class A Share reported in this Schedule 13D.

 

Item 4. Purpose of Transaction
   
  Item 4 is hereby amended and supplemented by the addition of the following:
   
  On December 4, 2015, Gaoling and YHG delivered an irrevocable conversion waiver letter to the Issuer (the "Waiver Letter") whereby each of Gaoling and YHG permanently and irrevocably waived each of their rights (and the rights of any successor) to convert the Convertible Notes held by Gaoling or YHG.  As a result, the Reporting Person is not deemed to beneficially own any Class B Shares by virtue of their ownership of the Convertible Notes.
   
  The foregoing summary of the Waiver Letter is qualified in its entirety by the full text of the Waiver Letter which is filed herewith as Exhibit A.

 

Item 5. Interest in Securities of the Issuer
   
  Paragraphs (a), (c) and (e) of Item 5 are hereby amended and restated as follows:
   

 

 

CUSIP No. 74906P1049SCHEDULE 13D/APage 4 of 5 Pages
 

 

 

 
  (a) The Issuer informed the Reporting Person on December 4, 2015 that the total number of outstanding Class B Shares as of December 4, 2015 is at least 404,941,440.  The percentage of Class B Shares reported herein is based upon such number of Class B Shares outstanding, and assumes the conversion of the Class A Share owned by the Reporting Person.
   
  As the sole management company of Gaoling and the sole general partner of YHG, Hillhouse Capital is hereby deemed to be the sole beneficial owner of, and to solely control the voting power of the 19,465,107 Class B Shares represented by ADSs held by Gaoling and the 773,094 Class B Shares represented by ADSs held by YHG.
   
  (c) There have been no transactions in the Class B Shares or ADSs effected by the Reporting Person within the past 60 days.
   
  (e) December 4, 2015.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
   
  Item 6 is hereby amended and supplemented by the addition of the following:
   
  The description in Item 4 of the Waiver Letter is hereby incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits
   
  Item 7 is hereby amended and supplemented by the addition of the following:
   
  Exhibit A:  Waiver Letter

 

 

 

CUSIP No. 74906P1049SCHEDULE 13D/APage 5 of 5 Pages
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

 

Date: December 4, 2015

 

  HillHOUSE CAPITAL MANAGEMENT, LTD.
   
   
  /s/ Richard A. Hornung
  Name: Richard A. Hornung
  Title: General Counsel and Chief Compliance Officer

  

EX-99 2 p15-2292exhibita.htm EXHIBIT A

EXHIBIT A

WAIVER LETTER

December 4, 2015

U.S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: B. Scarbrough (Qunar Cayman Islands Limited 2015 Indenture)

Qunar Cayman Islands Limited
17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street
Haidian District
Beijing 100080
China
Attention: Yilu Zhao

Ladies and Gentlemen:

Reference is hereby made to that certain Indenture (as amended to date, and as it may hereafter be amended, supplemented or modified from time to time, the “Indenture”), dated as of June 17, 2015, by and between Qunar Cayman Islands Limited. (the “Company”), as the issuer of the 2% Convertible Senior Notes due 2021 under the Indenture (the “Convertible Notes”), and U.S. Bank National Association, as trustee under the Indenture. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Indenture.

Reference is hereby further made to Section 9.02 of the Indenture which provides that compliance with any provision of the Indenture or the Convertible Notes may be waived with the consent of the Holder of each outstanding Security affected. The undersigned (the “Waiving Parties”), being the holders of all of the outstanding Convertible Notes, desire to waive certain requirements set forth in the Indenture.

Each Waiving Party, in full understanding of the material facts, hereby irrevocably waives and relinquishes its right (the “Conversion Right”) under Article 10 of the Indenture (and any of the other documents or instruments referred to therein) to convert the Convertible Notes held by it from the date hereof through to and including the Maturity Date (the “Waiver Period”), and hereby irrevocably agrees that it will not exercise its Conversion Right with respect to such Convertible Notes during the Waiver Period.

This waiver letter is intended to bind any successor, permitted assign, administrator and representative. The Company and its shareholders are beneficiaries of this waiver letter with full rights of enforcement of its terms.

This waiver letter shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

The waiver set forth herein is limited precisely as written and shall not be deemed to be a waiver or modification of any other term or condition of the Indenture, the Convertible Notes, or any of the other documents or instruments referred to therein, or to prejudice any right or rights which any of the undersigned entities (or any successor, permitted assign, administrator or representative thereof) may now have or may have in the future under or in connection with the Indenture, the Convertible Notes or any of the other documents or instruments referred to therein.

 
 

Except as expressly modified hereby, the Indenture and the Convertible Notes are and shall remain in full force and effect.

GAOLING FUND, L.P.  
   
   
By: /s/ Tracy Ma  
  Name: Tracy Ma  
  Title: Authorized Signatory  
   
Aggregate principal amount of Convertible Notes:  
   
$163,400,000  
   
   
YHG INVESTMENT, L.P.  
   
   
By:  /s/ Tracy Ma  
  Name: Tracy Ma  
  Title: Authorized Signatory  
   
Aggregate principal amount of Convertible Notes:  
   
$6,600,000