SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
eHi Car Services Limited
(Name of Issuer)
Class A Common Shares, par value $0.001 per share
(Title of Class of Securities)
26853A100
(CUSIP Number)
Michael W. Andrew
600 Corporate Park Drive
St. Louis, MO 63105
314-512-5000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
May 7, 2018
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐
(Continued on following pages)
CUSIP No. 26853A100
1. | NAMES OF REPORTING PERSONS:
Andrew C. Taylor | |||||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. ☐ b. ☒
| |||||
3. | SEC USE ONLY:
| |||||
4. | SOURCE OF FUNDS (See Instructions):
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER:
0 shares | ||||
8. | SHARED VOTING POWER:
26,714,9791 shares | |||||
9. | SOLE DISPOSITIVE POWER:
0 shares | |||||
10. | SHARED DISPOSITIVE POWER:
26,714,9791 shares |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
26,714,9791 shares | |||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
26.6%2 | |||||
14. | TYPE OF REPORTING PERSON (See Instructions):
IN |
1 | Consists of (i) 18,694,003 Class B Common Shares held of record by The Crawford Group, Inc., a Missouri corporation (Crawford), which is controlled by the Reporting Persons filing this Schedule 13D/A and which are beneficially held by the Reporting Persons, (ii) 18,370 Class A Common Shares, 3,030,839 Class B Common Shares and 523,054 Class A Common Shares represented by ADSs (as defined below) that may be deemed to be beneficially owned by the Reporting Persons pursuant to the terms of the IGC ROFO Purchase (as defined below) based upon Crawfords current estimate of the number of shares and (iii) 4,448,713 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons pursuant to the terms of the GS ROFO Purchase (as defined below). Each Class B Common Share is convertible at any time into a Class A Common Share on a share-for-share basis. See Item 4 for a description of the IGC ROFO Purchase and the GS ROFO Purchase. |
2 | Based on the quotient obtained by dividing: (a) the aggregate number of Class B Common Shares and Class A Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 by (b) the sum of (i) 74,279,018 Class A Common Shares outstanding as of December 31, 2017 as stated by the Issuer in the Issuers Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2018 (the Annual Report) and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons, or as to which the Reporting Persons may be deemed to beneficially own (i.e., 26,173,555). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Annual Report, as of December 31, 2017, there were 65,638,557 Class B Common Shares outstanding, including the 26,173,555 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d), these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D/A. |
CUSIP No. 26853A100
1. | NAMES OF REPORTING PERSONS:
Jo Ann T. Kindle | |||||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. ☐ b. ☒
| |||||
3. | SEC USE ONLY:
| |||||
4. | SOURCE OF FUNDS (See Instructions):
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER:
0 shares | ||||
8. | SHARED VOTING POWER:
26,714,9793 shares | |||||
9. | SOLE DISPOSITIVE POWER:
0 shares | |||||
10. | SHARED DISPOSITIVE POWER:
26,714,9793 shares |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
26,714,9793 shares | |||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
26.6%4 | |||||
14. | TYPE OF REPORTING PERSON (See Instructions):
IN |
3 | Consists of (i) 18,694,003 Class B Common Shares held of record by The Crawford Group, Inc., a Missouri corporation, which is controlled by the Reporting Persons filing this Schedule 13D/A and which are beneficially held by the Reporting Persons, (ii) 18,370 Class A Common Shares, 3,030,839 Class B Common Shares and 523,054 Class A Common Shares represented by ADSs that may be deemed to be beneficially owned by the Reporting Persons pursuant to the terms of the IGC ROFO Purchase based upon Crawfords current estimate of the number of shares and (iii) 4,448,713 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons pursuant to the terms of the GS ROFO Purchase. Each Class B Common Share is convertible at any time into a Class A Common Share on a share-for-share basis. See Item 4 for a description of the IGC ROFO Purchase and the GS ROFO Purchase. |
4 | Based on the quotient obtained by dividing: (a) the aggregate number of Class B Common Shares and Class A Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 by (b) the sum of (i) 74,279,018 Class A Common Shares outstanding as of December 31, 2017 as stated by the Issuer in the Issuers Annual Report and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons, or as to which the Reporting Persons may be deemed to beneficially own (i.e., 26,173,555). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Annual Report, as of December 31, 2017, there were 65,638,557 Class B Common Shares outstanding, including the 26,173,555 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d), these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D/A. |
CUSIP No. 26853A100
1. | NAMES OF REPORTING PERSONS:
Christine B. Taylor | |||||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. ☐ b. ☒
| |||||
3. | SEC USE ONLY:
| |||||
4. | SOURCE OF FUNDS (See Instructions):
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER:
0 shares | ||||
8. | SHARED VOTING POWER:
26,714,9795 shares | |||||
9. | SOLE DISPOSITIVE POWER:
0 shares | |||||
10. | SHARED DISPOSITIVE POWER:
26,714,9795 shares |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
26,714,9795 shares | |||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
26.6%6 | |||||
14. | TYPE OF REPORTING PERSON (See Instructions):
IN |
5 | Consists of (i) 18,694,003 Class B Common Shares held of record by The Crawford Group, Inc., a Missouri corporation, which is controlled by the Reporting Persons filing this Schedule 13D/A and which are beneficially held by the Reporting Persons, (ii) 18,370 Class A Common Shares, 3,030,839 Class B Common Shares and 523,054 Class A Common Shares represented by ADSs that may be deemed to be beneficially owned by the Reporting Persons pursuant to the terms of the IGC ROFO Purchase based upon Crawfords current estimate of the number of shares and (iii) 4,448,713 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons pursuant to the terms of the GS ROFO Purchase. Each Class B Common Share is convertible at any time into a Class A Common Share on a share-for-share basis. See Item 4 for a description of the IGC ROFO Purchase and the GS ROFO Purchase. |
6 | Based on the quotient obtained by dividing: (a) the aggregate number of Class B Common Shares and Class A Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 by (b) the sum of (i) 74,279,018 Class A Common Shares outstanding as of December 31, 2017 as stated by the Issuer in the Issuers Annual Report and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons, or as to which the Reporting Persons may be deemed to beneficially own (i.e., 26,173,555). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Annual Report, as of December 31, 2017, there were 65,638,557 Class B Common Shares outstanding, including the 26,173,555 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d), these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D/A. |
CUSIP No. 26853A100
1. | NAMES OF REPORTING PERSONS:
Carolyn Kindle Betz | |||||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. ☐ b. ☒
| |||||
3. | SEC USE ONLY:
| |||||
4. | SOURCE OF FUNDS (See Instructions):
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER:
0 shares | ||||
8. | SHARED VOTING POWER:
26,714,9797 shares | |||||
9. | SOLE DISPOSITIVE POWER:
0 shares | |||||
10. | SHARED DISPOSITIVE POWER:
26,714,9797 shares |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
26,714,9797 shares | |||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
26.6%8 | |||||
14. | TYPE OF REPORTING PERSON (See Instructions):
IN |
7 | Consists of (i) 18,694,003 Class B Common Shares held of record by The Crawford Group, Inc., a Missouri corporation, which is controlled by the Reporting Persons filing this Schedule 13D/A and which are beneficially held by the Reporting Persons, (ii) 18,370 Class A Common Shares, 3,030,839 Class B Common Shares and 523,054 Class A Common Shares represented by ADSs that may be deemed to be beneficially owned by the Reporting Persons pursuant to the terms of the IGC ROFO Purchase based upon Crawfords current estimate of the number of shares and (iii) 4,448,713 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons pursuant to the terms of the GS ROFO Purchase. Each Class B Common Share is convertible at any time into a Class A Common Share on a share-for-share basis. See Item 4 for a description of the IGC ROFO Purchase and the GS ROFO Purchase. |
8 | Based on the quotient obtained by dividing: (a) the aggregate number of Class B Common Shares and Class A Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 by (b) the sum of (i) 74,279,018 Class A Common Shares outstanding as of December 31, 2017 as stated by the Issuer in the Issuers Annual Report and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons,, or as to which the Reporting Persons may be deemed to beneficially own (i.e., 26,173,555). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Annual Report, as of December 31, 2017, there were 65,638,557 Class B Common Shares outstanding, including the 26,173,555 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d), these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D/A. |
CUSIP No. 26853A100
1. | NAMES OF REPORTING PERSONS:
Jack Taylor Family Voting Trust U/A/D 4/14/99 | |||||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. ☐ b..☒
| |||||
3. | SEC USE ONLY:
| |||||
4. | SOURCE OF FUNDS (See Instructions):
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION:
Missouri |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER:
0 shares | ||||
8. | SHARED VOTING POWER:
26,714,9799 shares | |||||
9. | SOLE DISPOSITIVE POWER:
0 shares | |||||
10. | SHARED DISPOSITIVE POWER:
26,714,9799 shares |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
26,714,9799 shares | |||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
26.6%10 | |||||
14. | TYPE OF REPORTING PERSON (See Instructions):
OO |
9 | Consists of (i) 18,694,003 Class B Common Shares held of record by The Crawford Group, Inc., a Missouri corporation, which is controlled by the Reporting Persons filing this Schedule 13D/A and which are beneficially held by the Reporting Persons, (ii) 18,370 Class A Common Shares, 3,030,839 Class B Common Shares and 523,054 Class A Common Shares represented by ADSs that may be deemed to be beneficially owned by the Reporting Persons pursuant to the terms of the IGC ROFO Purchase based upon Crawfords current estimate of the number of shares and (iii) 4,448,713 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons pursuant to the terms of the GS ROFO Purchase. Each Class B Common Share is convertible at any time into a Class A Common Share on a share-for-share basis. See Item 4 for a description of the IGC ROFO Purchase and the GS ROFO Purchase. |
10 | Based on the quotient obtained by dividing: (a) the aggregate number of Class B Common Shares and Class A Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 by (b) the sum of (i) 74,279,018 Class A Common Shares outstanding as of December 31, 2017 as stated by the Issuer in the Issuers Annual Report and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons, or as to which the Reporting Persons may be deemed to beneficially own (i.e., 26,173,555). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Annual Report, as of December 31, 2017, there were 65,638,557 Class B Common Shares outstanding, including the 26,173,555 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d), these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D/A. |
CUSIP No. 26853A100
This Amendment No. 4 (this Amendment No. 4) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on December 1, 2014 by the Reporting Persons with respect to the Class A Common Shares of eHi Car Services Limited, a company organized under the laws of the Cayman Islands (the Issuer), beneficially owned by the Reporting Persons, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on June 5, 2015, Amendment No. 2 filed with the Securities and Exchange Commission on December 22, 2017 and Amendment No. 3 filed with the Securities and Exchange Commission on April 10, 2018 (the Schedule 13D). Except as amended or supplemented by this Amendment No. 4, all other information in the Schedule 13D is as set forth therein.
ITEM 1. | SECURITY AND ISSUER |
This Schedule 13D/A relates to the Class A Common Shares of the Issuer. The address of the principal executive offices of the Issuer is Unit 12/F, Building No. 5, Guosheng Center, 388 Daduhe Road, Shanghai, 200062, Peoples Republic of China.
ITEM 2. | IDENTITY AND BACKGROUND |
(a) (b) | This Schedule 13D/A is being jointly filed by the following persons: the Jack Taylor Family Voting Trust U/A/D 4/14/99, a trust organized under the laws of the State of Missouri (the Trust); and Andrew C. Taylor, Jo Ann T. Kindle, Christine B. Taylor and Carolyn Kindle Betz, as voting trustees under the Jack Taylor Family Voting Trust U/A/D 4/14/99. Collectively, such group is referred to herein as the Reporting Persons. The shares covered by this Schedule 13D/A are held of record by The Crawford Group, Inc., a Missouri corporation (Crawford), which is controlled by the Reporting Persons, or are anticipated to be purchased by Crawford pursuant to the IGC ROFO Purchase and the GS ROFO Purchase. The Reporting Persons entered into a Joint Filing Agreement dated December 1, 2014, a copy of which was filed as Exhibit 99.1 to the original Schedule 13D and which is incorporated by reference herein, pursuant to which the Reporting Persons agreed to jointly file the Schedule 13D, and amendments thereto. |
The Trust was established by Jack Taylor, the founder of Crawford. The individual Reporting Persons share voting and investment power with respect to the Trust.
The principal address of each of the Reporting Persons is 600 Corporate Park Drive, St. Louis, Missouri 63105.
(c) | All of the individual Reporting Persons are employed by Crawford at its principal place of business, 600 Corporate Park Drive, St. Louis, Missouri 63105, as follows: Andrew C. Taylor, Executive Chairman, Jo Ann T. Kindle, Vice President, Christine B. Taylor, Senior Vice President and Assistant Secretary, and Carolyn Kindle Betz, Assistant Vice President and Assistant Secretary. |
(d)-(e) | None of the Reporting Persons have, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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. |
(f) | Each of the individual Reporting Persons is a citizen of the United States. |
ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
In connection with the IGC ROFO Purchase, at the price per Common Share of US$6.75, Crawford will pay approximately US$24.1 million to acquire an aggregate of 18,370 Class A Common Shares, 3,030,839 Class B Common Shares, which Class B Common Shares will automatically convert into Class A Common Shares upon the closing of the IGC ROFO Purchase, and 523,054 Class A Common Shares represented by ADSs based upon Crawfords current estimate of the number of shares (the IGC Subject Shares).
The source of the funds for the IGC ROFO Purchase will be Crawfords funds available for investment.
The description of the IGC ROFO Purchase set forth in Item 4 is incorporated by reference in its entirety into this Item 3.
In connection with the GS ROFO Purchase, at the price per Class B Common Share of US$7.25, Crawford will pay approximately US$32.3 million to acquire an aggregate of 4,448,713 Class B Common Shares (the GS Subject Shares), subject to the right of the GS Sellers to receive additional consideration for a certain period of time following the closing of the GS ROFO Purchase if Crawford (or other members of the Consortium) offers to pay a higher price to a holder of the Issuers Class A Common Shares or ADSs during such period (the Top Up Right).
The source of the funds for the GS ROFO Purchase will be Crawfords funds available for investment.
The description of the GS ROFO Purchase set forth in Item 4 is incorporated by reference in its entirety into this Item 3.
The information disclosed in this Item 3 is qualified in its entirety by reference to the IGC Notice, IGC Acceptance, GS Notice and GS Acceptance (as such terms are defined below), copies of which are referenced or attached hereto, and which are incorporated herein by reference in their entirety.
ITEM 4. | PURPOSE OF TRANSACTION |
On November 26, 2017, Goliath Advisors Limited submitted a preliminary, non-binding proposal to the Board of Directors of the Issuer (the Company Board) pursuant to which it proposed to acquire all of the outstanding common shares of the Issuer (the Common Shares) (including Common Shares represented by American depositary shares (ADSs)) for US$13.35 in cash per ADS or US$6.675 in cash per Common Share (the November 2017 Proposal). The Company Board formed a special committee (the Special Committee) to exclusively evaluate and, if appropriate, negotiate on behalf of the Company, the November 2017 Proposal and any alternative transactions.
CUSIP No. 26853A100
The November 2017 Proposal was superseded January 1, 2018 by a preliminary, non-binding proposal by MBK Partners HK Limited and Ray RuiPing Zhang, the Chairman and Chief Executive Officer of the Issuer, to acquire all of the outstanding shares of the Issuer for the same price as the November 2017 Proposal (the January 2018 Proposal).
Crawford and the Issuer entered into a Non-Disclosure Agreement dated February 22, 2018 pursuant to which Crawford commenced due diligence and discussions with respect to its potential participation in a buying consortium comprised of (i) Fastforward Company Ltd (MBKP SPV), an affiliate of MBK Partners Fund IV, L.P., (ii) BPEA Teamsport Limited (Baring SPV), and (iii) Mr. Zhang (MBKP SPV, Baring SPV and Mr. Zhang together the Consortium and each a Consortium Member).
On February 23, 2018, the Consortium entered into a consortium term sheet (the Consortium Term Sheet) setting forth non-binding, indicative terms regarding the Consortium and the proposed transaction, except for certain terms that are legally binding among the Consortium Members. Pursuant to the legally binding terms of the Consortium Term Sheet, among other things, MBKP SPV and Mr. Zhang agreed to work exclusively with each other in good faith in pursuit of the proposed transaction until April 1, 2018 (subject to any extension pursuant to the Consortium Term Sheet). The Consortium Term Sheet contemplates Mr. Zhang and certain of his affiliates contributing their Common Shares to an acquisition entity to be created by the Consortium for purposes of the proposed transaction, in exchange for equity interests in such acquisition entity, and MBKP SPV and Baring SPV, and/or one or more of their respective affiliates, making cash contributions to such acquisition entity, in exchange for equity interests in such acquisition entity.
On February 23, 2018, Baring SPV entered into a Securities Purchase Agreement (the SPA) with Tiger Global Mauritius Fund, a Mauritius company limited by shares, for the purchase of 5,264,080 ADSs (the Subject ADSs), representing 10,528,160 Class A Shares, as more fully described in its Schedule 13D filed March 5, 2018, as amended by Amendment No. 1 filed April 9, 2018 and Amendment No. 2 filed April 16, 2018. The closing of the transaction contemplated by the SPA occurred on April 13, 2018. The aggregate purchase price for all Subject ADSs was approximately $64.7 million, after adjustment as provided in the SPA.
On April 3, 2018 the Consortium submitted to the Special Committee a final proposal to the Issuer (the April 2018 Proposal) pursuant to which they proposed to acquire all of the Common Shares (including Common Shares represented by ADSs) for US$13.50 in cash per ADS or US$6.75 in cash per Common Share. The April 2018 Proposal superseded the January 2018 Proposal.
On April 6, 2018, Crawford joined with the Consortium.
On April 6, 2018, the Company Board, acting upon the unanimous recommendation of a Special Committee of the Company Board, approved the Issuer to enter into an Agreement and the Plan of Merger (the Merger Agreement) by and among Teamsport Parent Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (Parent), Teamsport Bidco Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands and a wholly-owned Subsidiary of Parent (Merger Sub), and the Issuer pursuant to which Merger Sub will be merged with and into the Issuer (the Merger), with the Issuer surviving the Merger and becoming a wholly-owned subsidiary of Parent as a result of the Merger. The transactions contemplated by the Merger Agreement, including the Merger, are referred to herein as the Transactions. For a detailed description of the Transactions, see the Form 6-K filed by the Issuer on April 6, 2018, including the exhibits thereto.
As a condition to Parents and Merger Subs willingness to enter into the Merger Agreement, concurrently with the execution and delivery of the Merger Agreement, the following additional agreements were executed and delivered by Crawford and the other parties named therein:
| An Interim Investors Agreement (the Interim Investors Agreement) among MBK Partners Fund IV, L.P. (MBKP), The Baring Asia Private Equity Fund VI, L.P.1 and certain of its affiliates (collectively, the Baring Funds), Crawford, RedStone Capital Management (Cayman) Limited, a Cayman Islands exempted company (Redstone and, together with MBKP, each Baring Fund, Crawford and any new sponsor, the Sponsors), Baring SPV, L & L Horizon, LLC, a Delaware limited liability company (Horizon), Dongfeng Asset Management Co. Ltd. (Dongfeng and, together with Crawford, Horizon, Baring SPV and any new rollover shareholder, the Rollover Shareholders, and the Rollover Shareholders and the Sponsors, the Investors), Teamsport Topco Limited, a Cayman Islands exempted company (Holdco), Teamsport Midco Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdco (Midco), Parent and Merger Sub pursuant to which the parties agreed to certain terms and conditions governing the actions of Holdco, Midco, Parent and Merger Sub and the relationship among the Investors with respect to the Transactions. |
CUSIP No. 26853A100
| A Contribution and Support Agreement (the Contribution and Support Agreement) among Horizon, Baring SPV, Crawford, Dongfeng, Holdco, Midco and Parent pursuant to which each Rollover Shareholder, including Crawford, agreed subject to the terms and conditions set forth therein and among other obligations and conditions, (a) to the contribution of all of his or its Shares to Holdco in exchange for newly issued ordinary shares of Holdco immediately prior to the closing of the Merger (the Closing) in accordance with the terms thereof, and (b) to vote all of his or its Securities (as defined in the Contribution and Support Agreement) in favor of approval of the Merger Agreement, the Merger and the Transactions, upon the terms and conditions set forth therein. |
| A letter agreement in favor of Parent (the Equity Commitment Letter), pursuant to which Crawford agreed, subject to the terms and conditions set forth therein, to make a direct or indirect equity investment in Parent immediately prior to the Closing. |
| A limited guarantee (the Limited Guarantee) executed by Crawford in favor of the Issuer with respect to certain obligations of Parent under the Merger Agreement. |
If the Merger is consummated, the ADSs will no longer be traded on the New York Stock Exchange and the registration of the ADSs under Section 12 of the Securities Exchange Act of 1934, as amended, will be terminated.
Ignition Growth Capital I, L.P. and Ignition Growth Capital Managing Directors Fund I, L.P. (the IGC Sellers) delivered to Crawford, among others, a First Offer Notice dated April 23, 2018 (the IGC Notice) stating that the IGC Sellers proposed to sell all of their shares in the Issuer to a third party in a private sale for cash consideration, pursuant to the IRA (as defined below), and offering Crawford the opportunity to purchase such shares, or a pro rata portion of such shares, in accordance with the IRA, on the terms set forth in the IGC Notice. Crawford notified the IGC Sellers that it was accepting the offer by delivering a First ROFO Acceptance Notice (the IGC Acceptance) in compliance with the terms of the IGC Notice and the IRA. The IGC Sellers advised Crawford that Ctrip Investment Holdings Ltd., or its affiliate (Ctrip), also exercised its rights under the IRA to purchase shares pursuant to the IGC Notice. The shares reported hereunder represent Crawfords current estimate of its pro rata portion of the total shares it is entitled to purchase from the IGC Sellers under the terms set forth in the IGC Notice and the IRA (the IGC ROFO Purchase), which such estimate may change in connection with the finalization of a definitive share purchase agreement.
It is anticipated that Crawford and the IGC Sellers will enter into a definitive share purchase agreement for the purchase of the IGC Subject Shares. The IGC ROFO Purchase is scheduled to close within 20 days after Crawfords ICG Acceptance. The purchase price is US$6.75 per IGC Subject Share, for an aggregate purchase price for all IGC Subject Shares of approximately $24.1 million. Upon the closing of the IGC ROFO Purchase, the IGC Subject Shares will automatically convert into Class A Common Shares.
GS Car Rental HK Limited and GS Car Rental HK Parallel Limited (the GS Sellers) delivered to Crawford, among others, a First Offer Notice dated April 25, 2017 (the GS Notice) stating that the GS Sellers proposed to sell all of their shares in the Issuer in a single cash sale, pursuant to the IRA, and offering Crawford the opportunity to purchase such shares, or a pro rata portion of such shares, in accordance with the terms set forth in the GS Notice. Crawford notified the GS Sellers that it was accepting the offer by delivering a First ROFO Acceptance Notice (the GS Acceptance) in compliance with the terms of the GS Notice and the IRA. Accordingly, Crawford will purchase the GS Subject Shares on the terms set forth in the GS Notice and the IRA (the GS ROFO Purchase), which such shares represent a pro rata portion of the total shares held by the GC Sellers. The GS Sellers advised Crawford that Ctrip Investment Holdings Ltd., or its affiliate (Ctrip), also exercised its rights under the IRA to purchase shares pursuant to the GS Notice. The sale of the GS Subject Shares to Crawford is expected to be implemented as an indirect sale of the capital stock of one or more affiliates of the GS Sellers, which will allow the transfer of the Class B Common Shares without a conversion to Class A Common Shares.
It is anticipated that Crawford and the GS Sellers will enter into a definitive share purchase agreement for the purchase of the GS Subject Shares. The GS ROFO Purchase is scheduled to close within 45 days after the First Offer Notice. The initial purchase price is US$7.25 per GS Subject Share, for an aggregate purchase price for all GS Subject Shares of approximately $32.3 million, subject to the Top Up Right.
The Reporting Persons reserve the right to change their plans and intentions in connection with any of the actions discussed in this Item 4 and may, from time to time, formulate other purposes, plans or proposals regarding the Issuer or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Any action taken by the Reporting Persons may be effected at any time or from time to time, subject to any applicable limitations imposed thereon by any applicable laws and the terms of the agreements referenced herein.
CUSIP No. 26853A100
Consummation of the Transactions, the IGC ROFO Purchase and/or the GS ROFO Purchase could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors of the Issuer (as the surviving company in a merger) to consist solely of persons to be designated by the Consortium, and a change in the Issuers memorandum and articles of association to reflect that the Issuer would become a privately held company.
Upon consummation of the Transactions, the Series D Share Purchase Agreement, dated March 26, 2012, among the Issuer and certain of its shareholders, including Crawford, and the Third Amended and Restated Investors Rights Agreement, dated December 11, 2013 (the IRA), among the Issuer and certain of its shareholders, including Crawford, would terminate.
The information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the agreements referenced above, copies of which are referenced or attached hereto, and which are incorporated herein by reference in their entirety.
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a)-(b) | Crawford is the record holder of 18,694,003 Class B Common Shares. Additionally, the Reporting Persons may be deemed to beneficially own (i) 18,370 Class A Common Shares, 3,030,839 Class B Common Shares and 523,054 Class A Common Shares represented by ADSs pursuant to the terms of the IGC ROFO Purchase and (ii) 4,448,713 Class B Common pursuant to the terms of the GS ROFO Purchase, which together with the shares held of record by Crawford, represent approximately 26.6% of the outstanding Class A Common Shares.11 The Class B Common Shares are convertible at any time into Class A Common Shares on a share-for-share basis. The voting and investment power over the shares covered by this Schedule 13D/A is shared by the Reporting Persons. |
The Reporting Persons may be deemed to be a group with the other Rollover Shareholders and their respective affiliates pursuant to Section 13(d) of the Act as a result of their actions in respect of the Transactions. However, the Reporting Persons expressly disclaim beneficial ownership for all purposes of the Common Shares and ADSs beneficially owned (or deemed to be beneficially owned) by the Rollover Shareholders, other than the shares held of record by Crawford which are the subject of this Schedule 13D/A filing. The Reporting Persons are only responsible for the information contained in this Schedule 13D/A and assume no responsibility for information contained in any other Schedule 13D (or any amendment thereto) filed by any other Rollover Shareholder or any of its affiliates.
(c) | None. |
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Pursuant to the Series D Share Purchase Agreement, dated March 26, 2012, among the Issuer and certain of its shareholders, including Crawford, the parties agreed to certain non-compete obligations and agreed to take, or refrain from taking, certain actions that could result in competition with the other party. These obligations terminate upon the occurrence of either (1) Crawford holding less than 5% of the Issuers securities or (2) Crawford no longer having any representative, either a director or an observer, on the Issuers Board of Directors. Additionally, upon consummation of the Transactions, the Series D Share Purchase Agreement would terminate.
11 | Based on the quotient obtained by dividing: (a) the aggregate number of Class B Common Shares and Class A Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 of the cover pages by (b) the sum of (i) 74,279,018 Class A Common Shares outstanding as of December 31, 2017 as stated by the Issuer in the Issuers Annual Report and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons, or as to which the Reporting Persons may be deemed to beneficially own (i.e., 26,173,555). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Annual Report, as of December 31, 2017, there were 65,638,557 Class B Common Shares outstanding, including the 26,173,555 Class B Common Shares that may be deemed to be beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d), these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D/A. |
CUSIP No. 26853A100
Pursuant to the IRA, the parties to the Investors Rights Agreement have certain registration rights, approval rights with respect to transfers of the Issuers securities, are subject to transfer restrictions, rights of first refusal, rights of first offer, and certain other specified rights and restrictions with respect to the Issuers securities and the other shareholders. Additionally, upon consummation of the Transactions, the Investors Rights Agreement would terminate.
Pursuant to the Interim Investors Agreement, the parties thereto agreed to certain terms and conditions governing the management and actions of Holdco, Midco, Parent and Merger Sub, as well as the relationship among the Investors and their obligations with respect to the Merger and the other Transactions.
Pursuant to the Contribution and Support Agreement, Crawford agreed, among other things, to contribute its Common Shares to Holdco in exchange for equity in Holdco immediately prior to the Closing, in accordance with the terms thereof, and to vote all its Common Shares in favor of approval of the Merger Agreement, the Merger and the Transactions, subject to the terms and conditions thereof.
Pursuant to the Equity Commitment Letter, Crawford agreed, among other things, to make a direct or indirect equity investment in Parent immediately prior to the Closing, subject to the terms and conditions set forth therein.
Pursuant to the Limited Guarantee, Crawford guaranteed certain obligations of Parent to the Issuer in connection with the Merger and the other Transactions.
Pursuant to the IGC Notice and IGC Acceptance, Crawford agreed to purchase the IGC Subject Shares from the IGC Sellers for a purchase price of US$6.75 per IGC Subject Share.
Pursuant to the GS Notice and GS Acceptance, Crawford agreed to purchase the GS Subject Shares from the GS Sellers for a purchase price of US$7.25 per GS Subject Share, subject to the Top Up Right.
The foregoing descriptions of the agreements named above 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 are incorporated herein as exhibits hereto.
ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
Exhibit 99.1 | Joint Filing Agreement dated December 1, 2014 (incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on December 1, 2014) | |
Exhibit 99.2 | Share Purchase Agreement for the Issuance of Series D Preferred Shares dated March 26, 2012 among the Issuer, its shareholders and certain other parties thereto and its amendments (incorporated herein by reference to Exhibit 4.6 to the Form F-1 filed by the Issuer on October 3, 2014) | |
Exhibit 99.3 | Third Amended and Restated Investors Rights Agreement dated December 11, 2013 among the Issuer and its shareholders (incorporated herein by reference to Exhibit 4.4 to the Form F-1 filed by the Issuer on October 3, 2014) | |
Exhibit 99.4 | Interim Investors Agreement dated April 6, 2018 among Crawford, the other Investors, Holdco, Midco, Parent and Merger Sub (incorporated herein by reference to Exhibit 99.4 to Amendment No. 3 to Schedule 13D filed by the Reporting Persons on April 10, 2018) | |
Exhibit 99.5 | Contribution and Support Agreement dated April 6, 2018 among Crawford, the other Rollover Shareholders, Holdco, Midco and Parent (incorporated herein by reference to Exhibit 99.5 to Amendment No. 3 to Schedule 13D filed by the Reporting Persons on April 10, 2018) | |
Exhibit 99.6 | Equity Commitment Letter dated April 6, 2018 between Crawford and Holdco (incorporated herein by reference to Exhibit 99.6 to Amendment No. 3 to Schedule 13D filed by the Reporting Persons on April 10, 2018) | |
Exhibit 99.7 | Limited Guarantee dated April 6, 2018 by Crawford in favor of the Issuer (incorporated herein by reference to Exhibit 99.7 to Amendment No. 3 to Schedule 13D filed by the Reporting Persons on April 10, 2018) |
CUSIP No. 26853A100
Exhibit 99.8 | Notice of Proposed Sale of Shares of the Issuer dated April 23, 2018 from the IGC Sellers to Crawford* | |
Exhibit 99.9 | First ROFO Acceptance Notice dated May 2, 2018 from Crawford to IGC Sellers* | |
Exhibit 99.10 | First Offer Notice dated April 25, 2018 from the GS Sellers to Crawford* | |
Exhibit 99.11 | First ROFO Acceptance Notice dated May 3, 2018 from Crawford to GS Sellers* |
* | Filed herewith. |
CUSIP No. 26853A100
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 7, 2018
JACK TAYLOR FAMILY VOTING TRUST U/A/D 4/14/99 | ||
By |
/s/ Carolyn Kindle Betz | |
Name: |
Carolyn Kindle Betz | |
Title: |
Voting Trustee | |
By |
/s/ Jo Ann T. Kindle | |
Name: |
Jo Ann T. Kindle | |
Title: |
Voting Trustee | |
By |
/s/ Andrew C. Taylor | |
Name: |
Andrew C. Taylor | |
Title: |
Voting Trustee | |
By: |
/s/ Christine B. Taylor | |
Name: |
Christine B. Taylor | |
Title: |
Voting Trustee |
ANDREW C. TAYLOR |
/s/ Andrew C. Taylor |
JO ANN T. KINDLE |
/s/ Jo Ann T. Kindle |
CHRISTINE B. TAYLOR |
/s/ Christine B. Taylor |
CAROLYN KINDLE BETZ |
/s/ Carolyn Kindle Betz |
Exhibit 99.8
Date: | April 23, 2018 | |||
To: | Ctrip Investment Holding Ltd. (Ctrip) | Ctrip.com International Ltd. | ||
Offshore Incorporations (Cayman) Limited | Attention: Ms. Xiaofan Wang, CFO/ Exec. VP | |||
Attention: Ms. Xiaofan Wang, CFO/ Exec. VP | 99 Fu Quan Road | |||
Floor 4, Willow House, Cricket Square | Shanghai, China | |||
P.O. Box 2804 | Tel: (86) 21 3406 4880 | |||
Grand Cayman KYl-1112, Cayman Islands | Fax: (86) 21 6239 3871 | |||
Email: xfwang@ctrip.com | ||||
The Crawford Group, Inc. (Crawford) | ||||
Attention: Greg Stubblefield, EVP | ||||
600 Corporate Park Drive, St. Louis, MO 63105 | ||||
Fax: 314-512-5226 | ||||
Email: Greg.R.Stubblefield@ehi.com | ||||
eHi Auto Services Limited (the Company) | eHi Auto Services Limited | |||
Attention: Ruiping Zhang, CEO | Attention: Ruiping Zhang, CEO | |||
23/F Shengai Building | 388 Daduhe Road No. 5 (12th Floor) | |||
88 Caoxi Road North | Putuo District, Shanghai 200062, China | |||
Shanghai 20030, China | Fax: +86 21 5489 1121 | |||
Fax: +86 21 5489 1121 | ||||
Email: ray.zhang@lhai.cn | ||||
From: | Ignition Growth Capital I, L.P. and Ignition Growth Managing Directors Fund I, LLC (collectively, Ignition) | |||
RE: | Notice of Proposed Sale of Shares of the Company |
Ladies and Gentlemen:
After serious consideration of our interests and duties, of recent developments and of the rights and obligations we have as shareholders of the Company, Ignition Growth Capital I, L.P. and Ignition Growth Managing Directors Fund I, LLC (collectively Ignition) is providing this notice of its intent and proposal to sell all its shares in the Company (Notice). Given the recent public communications of competing bids to purchase all shares of the Company in a take-private transactionat prices ranging from $13 .50 to $14.50 per American Depository Shares (ADS)the timing and likelihood of the closing of the transaction, the openly contentious nature of these bids and, finally, the phase of the fund commitments involved, Ignition believes it must seek certainty of liquidity and the best possible price for its shares in the Company.
This Notice is being furnished pursuant to Section 3.7 of that certain Third Amended and Restated Investors Rights Agreement dated as of December 11 , 2013 by and between the Company, Mr. Ruiping Zhang and the Investors defined therein (the Rights Agreement). Capitalized terms not defined herein shall have the same meaning as defined in the Rights Agreement.
Ignition currently owns 37,501 Class A Common Shares, 6,187,197 Class B Common Shares and 533,885 ADS each representing two Class A Common Shares (such holdings and any ADS into which the Class A or Class B Common Shares may convert being referred to as the Offered Shares). On an as-converted basis, these holdings represent a total of 3,646,234 ADS (each, an Offered Share Equivalent). Therefore, in accordance with the terms of the Rights Agreement, Ignition hereby informs and gives written notice to the Company, Ctrip and Crawford of its intention to sell and transfer all of the Offered Shares to third parties for cash consideration of no less than US$13 .50 for each Offered Share Equivalent and on other material terms and conditions as set forth on Schedule A attached hereto.
Ignition proposes to sell and transfer the Offered Shares to a third party in a Private Sale other than (a) an Affiliate of lgnition or (b) a Company Competitor. If Ctrip or Crawford is interested in acquiring the Offered Shares in accordance with these terms, please respond in writing to this Notice prior to the termination of the First ROFO Period with your acceptance to purchase all of the Offered Shares. Please deliver your notice to the address and contact listed on the signature page hereto. We appreciate your attention.
TRANSFERRING INVESTOR | ||||
Ignition Growth Capital I, L.P. | ||||
By Ignition Growth GP, LLC | ||||
Its General Partner | ||||
/s/ Jon Anderson | ||||
By: | Jon Anderson | |||
Its: | Managing Director |
Address: | 2101 4th Ave |
Suite 2300 | ||||
Seattle, WA 98121-2317 | ||||
Attention: Jon Anderson | ||||
email: jon@igncap.com | ||||
Ignition Growth Capital Managing Directors Fund I, L.P. | ||||
/s/ Jon Anderson | ||||
By: | Jon Anderson | |||
Its: | Managing Director |
Address: | 2101 4th Ave |
Suite 2300 | ||||
Seattle, WA 98121-2317 | ||||
Attention: Jon Anderson | ||||
email: jon@igncap.com |
-2-
Schedule A
Additional Material Terms and Conditions
Definitive Documentation: | Purchase and sale of Offered Shares to be made pursuant to a definitive purchase agreement mutually acceptable to the buyers and Ignition (the Purchase Agreement) | |
Purchase Price Allocation | Minimum $6.75per Class A Common Share Minimum $6.75per Class B Common Share Minimum $13.50 per ADS | |
Purchase Agreement Representations: | Purchase Agreement to contain customary seller representations and warranties limited to authorization, free and clear title (subject to contractual restrictions placed on shares by Company agreements) and no conflict with sellers governing charter. | |
Funding Terms: | Unless waived by Ignition, cash purchase price to be fully funded in escrow with a mutually acceptable us depository bank prior to closing. | |
Closing Date | As soon as practicable following signing of Purchase Agreement with intention of being no later than 20 days following delivery of written acceptance to purchase Offered Shares by buyer. |
-3-
Exhibit 99.9
The Crawford Group, Inc.
600 Corporate Park Drive
St. Louis, Mo. 63015 U.S.A.
Via Fax, E-Mail and Personal Delivery
May 2, 2018
Ignition Growth Capital I, L.P.
Ignition Growth Capital Managing Directors Fund I, L.P.
2101 4th Ave
Suite 2300
Seattle, WA 98121-2317
Attention: Jon Anderson
Fax: +1 425 709 0798
Email: jon@igncap.com
Ignition Growth Capital I, L.P.
Ignition Growth Capital Managing Directors Fund I, L.P.
2711 Centerville Road
Suite 400
Wilmington, DE 19808
Re: First ROFO Acceptance Notice
Dear Mr. Anderson:
We refer to the letter (the First Offer Notice) received by The Crawford Group, Inc. (Crawford) from Ignition Growth Capital I, L.P. and Ignition Growth Capital Managing Directors Fund I, L.P. (together, Ignition) on April 23, 2018, which was given to Crawford pursuant to Section 3.7(a) of the Third Amended and Restated Investors Rights Agreement relating to the shares in eHi Car Services Limited (the Company) dated December 11, 2013 by and among (among other parties thereto) Crawford, Ctrip Investment Holding Limited (Ctrip) and Ignition (the IRA). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the First Offer Notice or the IRA, as applicable.
This letter is a First ROFO Acceptance Notice and is given by Crawford to Ignition pursuant to Section 3.7(b) of the IRA. Accordingly, pursuant to and in accordance with Section 3.7(b) of the IRA, Crawford hereby exercises its right to purchase all of the Offered Shares (i.e., 37,501 Class A Common Shares, 6,187,197 Class B Common Shares and 533,885 ADS) at the First Offer Price of US$6.75 per Class A Common Share, US$6.75 per Class B Common Share and US$13.50 per ADS (being $13.50 per Offered Share Equivalent), and on the other material terms and conditions set out in the First Offer Notice (the ROFO Transaction).
In the event that Ctrip also exercises its rights under Section 3.7(b) of the IRA in respect of the Offered Shares, in accordance with Section 3.7(b) of the IRA the ROFO Transaction shall be in respect of Crawfords pro rata share of each class of the Common Shares and the ADS comprising the Offered Shares, which we assume will be determined by reference to the relative direct shareholdings in the Company of Ctrip and Crawford as at the date of the First Offer Notice.
In this regard, our understanding of the parties respective rights and obligations under the IRA, is that if Ignition proposes to transfer the Class B Common Shares indirectly under any arrangement pursuant to which they will not automatically convert into Class A Common Shares (e.g., by sale of the capital stock of an entity that directly or indirectly holds Class B Common Shares), Ignition either will give a new First Offer Notice to reflect the materially changed terms or will deliver corresponding forms of ownership of the pro rata amounts of Class B Common Shares in separate entities to each of Crawford and Ctrip as to which they each have sole voting and investment power over the Class B Shares.
As contemplated pursuant to the Funding Terms on Schedule A to the First ROFO Notice, we hereby confirm that we are prepared, promptly following your advice as to the number of Offered Share Equivalents to be purchased by Crawford pursuant to this First ROFO Acceptance Notice, to deposit the cash purchase price for the Offered Shares to be purchased by it hereunder in escrow with a mutually acceptable US depository bank.
Should you have any inquiries or require further clarification regarding the subject matter of this letter, please contact Rick A. Short by phone (+1 314-512-2183) or email (Rick.A.Short@ehi.com).
We sincerely appreciate your courtesies in this matter.
[Remainder of page intentionally left blank.]
Very truly yours, | ||||
The Crawford Group, Inc. | ||||
By: | /s/ Rick A Short | |||
Name: | Rick A. Short | |||
Title: | Vice President and Treasurer |
Exhibit 99.10
Date: April 25, 2018
First Offer Notice
This First Offer Notice (this Notice) is given pursuant to Section 3.7 of the Third Amended and Restated Investors Rights Agreement relating to the shares of eHi Car Services Limited (the Company) dated December 11, 2013 (the IRA). Any term used but not defined in this Notice shall have the meaning given to such term in the IRA.
1) | ROFO Shares being Sold: |
GS Car Rental HK Limited and GS Car Rental HK Parallel Limited (together the GS Sellers) propose to sell all of the 9,081,665 Class B Common Shares held by the GS Sellers (the ROFO Shares) in a single cash sale.
2) | Offer price per ROFO Share: |
The price per ROFO Share that the GS Sellers are willing to accept is no less than US$7.25 (equivalent to a price of US$14.50 per ADS) (the First Offer Price) which amounts to an aggregate cash consideration of no less than US$$65,842,071.25 for the ROFO Shares.
3) | Other Terms and Conditions: |
a. | The sale of the ROFO Shares shall occur at a single closing (the Closing) for all cash consideration, and may be implemented indirectly through a sale of the shares of the GS Sellers or their Affiliates. |
b. | Notwithstanding the First Offer Price set out in paragraph 2 above, in the case of either a direct or indirect sale of the ROFO Shares, during the period (the Top Up Period) from the date of Closing until: (i) 18 months from the date of Closing; or (ii) if later than 18 months from the date of Closing (a) the completion of any of the Transaction(s), or (b) the withdrawal and/or termination of all of the Transaction(s) (including the termination of any of the consortium agreements relating to any of the Transactions): |
i. | if a price higher than the First Offer Price has been offered since January 2, 2018, or is subsequently offered, by such purchaser of ROFO Shares (or a consortium of which it is a member, becomes a member, or is affiliated to a member of (the Purchaser Consortium)) to any holder of the outstanding common shares or ADS of the Company either via a direct or indirect sale, the First Offer Price shall be retroactively adjusted to reflect the difference between the higher price per common share (or the equivalent price per ADS) paid by the purchaser (or the Purchaser Consortium) and US$7.25 (equivalent to a price of US$14.50 per ADS); or |
ii. | if the purchaser subsequently sells the ROFO Shares at a price higher than the First Offer Price to one or more members of a consortium that at any time before the end of the Top Up Period has submitted a proposal to the board of directors of the Company for an acquisition |
transaction pursuant to which the Company would be delisted from NYSE and deregistered under the United States Securities Exchange Act of 1934, as amended, then the First Offer Price shall be retroactively adjusted to reflect the difference between the higher price per common share (or the equivalent price per ADS) paid to the purchaser and US$7.25 (equivalent to a price of US$14.50 per ADS); and |
iii. | in the event that an additional payment is required pursuant to subsection (i) or (ii), above, the purchaser shall be obligated to pay the difference in cash within three (3) business days of the purchasers offer or receipt of such higher price. |
For the purposes of this Notice a Transaction shall mean the proposals submitted, as of the date of this Notice, to the board of directors of the Company for an acquisition transaction pursuant to which the Company would be delisted from NYSE and deregistered under the United States Securities Exchange Act of 1934, as amended.
c. | In connection with the sale of the ROFO Shares, the GS Sellers will not provide any representations or warranties other than customary representations and warranties as to their title to the ROFO Shares. |
4) | Required Response In accordance with Section 3.7(b) of the IRA, please provide written notice of your intention to exercise the right of first offer and acquire the ROFO Shares on the terms set out in this Notice no later than May 5, 2018. Failure to respond by such date shall be deemed to be a waiver of your right of first offer pursuant to Section 3.7(a) of the IRA. |
For any questions or enquiries relating to this Notice, please contact Richard Zhu, Managing Director by phone
(86(10)6627-3298) or Email
(Richard.Zhu@gs.com).
2
GS CAR RENTAL HK PARALLEL LIMITED |
By: | /s/ Marielle Stijger |
/s/ Yvanna Essomba | ||||
Name: | Marielle Stijger | Yvanna Essomba |
Title: | Manager | Manager |
Address: | Level 28, Three Pacific Place | |||
1 Queens Road East | ||||
Hong Kong |
Fax: +852 2978 0440 | ||||
GS CAR RENTAL HK LIMITED |
By: | /s/ Marielle Stijger |
/s/ Yvanna Essomba | ||||
Name: | Marielle Stijger | Yvanna Essomba | ||||
Title: | Manager | Manager |
Address: | Level 28, Three Pacific Place | |||
1 Queens Road East | ||||
Hong Kong |
Fax: +852 2978 0440 |
3
Exhibit 99.11
The Crawford Group, Inc.
600 Corporate Park Drive
St. Louis, Mo. 63015 U.S.A.
May 3, 2018
GS Car Rental HK Limited
GS Car Rental HK Parallel Limited
Level 28, Three Pacific Place
1 Queens Road East
Hong Kong
Attention: Marielle Stijger and Yvanna Essomba
Fax: +852 2978 0440
Email: Richard.zhu@gs.com
Re: | First Offer Notice |
Dear Sir / Madam
We refer to the First Offer Notice given by GS Car Rental HK Limited and GS Car Rental HK Parallel Limited (together, the GS Sellers) dated April 25, 2018 (the First Offer Notice) and the Third Amended and Restated Investors Rights Agreement relating to the shares in eHi Car Services Limited (the Company) dated December 11, 2013 by and among (among other parties thereto) The Crawford Group, Inc. (Crawford), Ctrip Investment Holding Limited (Ctrip) and the GS Sellers (the IRA).
This Notice is a First ROFO Acceptance Notice and is given by Crawford to the GS Sellers pursuant to Section 3.7(b) of the IRA and paragraph 4 of the First Offer Notice.
Capitalized terms not otherwise defined in this Notice shall have the meanings given to them in the First Offer Notice and the IRA.
1. | ROFO Shares Being Sold and First Offer Price Per ROFO Share |
Pursuant to and in accordance with Section 3.7(b) of the IRA, Crawford hereby exercises its right to purchase all 9,081,665 of the ROFO Shares at the First Offer Price of US$7.25 per ROFO Share, on the terms set out in the First Offer Notice (the ROFO Transaction).
2. | Other Terms and Conditions |
2.1. | As contemplated by paragraph 3a. of the First Offer Notice, Crawford agrees to implement the ROFO Transaction indirectly, by way of the sale and purchase of all of the shares of the GS Sellers or their Affiliates, such that (a) Crawford will have the sole control over the voting and investment power with respect of the ROFO Shares, and (b) there is no automatic conversion of the ROFO Shares into Class A Common Shares pursuant to the terms of the Companys Ninth Amended and Restated Articles of Association (the A&R Articles). |
2.2. | In addition, and subject to the terms of the First Offer Notice, it is Crawfords understanding (as confirmed in discussions between representatives of the GS Sellers and Crawford) that: |
(a) | in the event that Ctrip also exercises its rights under Section 3.7(b) of the IRA and delivers to the GS Sellers a valid First ROFO Acceptance Notice in respect of the First Offer Notice in accordance with Section 3.7(b) of the IRA, and indicates therein a preference for an indirect sale of the ROFO Shares, before the completion of the ROFO Transaction the GS Sellers will ensure that necessary transfers of ROFO Shares to one or more Affiliates (as |
defined in the A&R Articles) of the GS Sellers (the ROFO GS Affiliates) are undertaken in accordance with the requirements of the IRA and A&R Articles, such that Crawford and Ctrip will respectively purchase GS Sellers and/or any ROFO GS Affiliates that respectively own Crawfords Pro Rata Share of the ROFO Shares (as defined below) and Ctrips Pro Rata Share of the ROFO Shares (as defined below); |
(b) | definitive documentation to implement the ROFO Transaction will include representations and warranties from the relevant selling entities that the only assets and liabilities of the GS Seller(s) or their Affiliate(s) purchased by Crawford pursuant to the ROFO Transaction will be Crawfords Pro Rata Share of the ROFO Shares; |
(c) | the GS Seller(s) are incorporated in Hong Kong but are each considered as a Société à responsabilité limitée, and are tax residents in the Duchy of Luxembourg; |
(d) | the GS Seller(s) Affiliate(s) to be purchased by Crawford will likely be incorporated and tax resident in the Duchy of Luxembourg; and |
(e) | in the event that Ctrip also exercises its rights under Section 3.7(b) of the IRA in respect of the ROFO Shares, the respective pro rata shares of the ROFO Shares to be assigned pursuant to Section 3.7(b) of the IRA to each of Ctrip and Crawford for purchase (the pro rata shares to be assigned to Crawford being Crawfords Pro Rata Share of the ROFO Shares and the pro rata shares to be assigned to Ctrip being Ctrips Pro Rata Share of the ROFO Shares) shall be determined by reference to the relative direct shareholdings in the Company of Ctrip and Crawford as at the date of the First Offer Notice. |
2.3. | Sections 14.1 and 14.2 of the IRA shall apply to this Notice. |
3. | Contact Details |
For any questions or enquiries relating to this Notice, please contact Rick A. Short by phone (on +1 314 512 2183) or email (Rick.A.Short@ehi.com).
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Very truly yours, | ||||
The Crawford Group, Inc. | ||||
By: | /s/ Rick A. Short | |||
Name: | Rick A. Short | |||
Title: | Vice President and Treasurer |