UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )
iSoftStone Holdings Limited
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(Name of Issuer)
American Depositary Shares, par value $0.0001 per share
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(Title of Class of Securities)
46489B108
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(CUSIP Number)
Tim O'Brien
c/o Pine River Capital Management L.P.
601 Carlson Parkway
Suite 330
Minnetonka, MN 55305
p. (612) 238-3300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 2014
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(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), 13d-1(f) or 13d-1(g), check the
following box [ ].
CUSIP No. 46489B108
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pine River Capital Management L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
2,948,105
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,948,105
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,948,105
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14. TYPE OF REPORTING PERSON
IA, PN
CUSIP No. 46489B108
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brian Taylor
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
2,948,105
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,948,105
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,948,105
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 46489B108
---------
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Item 1. Security and Issuer.
The name of the issuer is iSoftStone Holdings Limited, a Cayman Islands
corporation (the 'Issuer'). The address of the Issuer's principal executive
offices is Building 16, Dong Qu, 10 Xibeiwang Dong Lu, Haidian District,
Beijing 100193, The People's Republic of China.
This schedule relates to the Issuer's American Depositary Shares, par
value $0.0001 per share ('Shares').
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Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed by Pine River Capital Management
L.P., a Delaware limited partnership (the 'Investment Manager')
and Brian Taylor, the managing member of Pine River Capital Management LLC,
the general partner of the Investment Manager (the 'Managing Member')
(each a 'Reporting Person' and collectively the 'Reporting Persons').
The principal business address of the Investment Manager and the
Managing Member is located at 601 Carlson Parkway, Suite 330,
Minnetonka, MN 55305, United States of America.
(d) Brian Taylor has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are 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.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, Pine River Capital Management L.P. was deemed the
beneficial owner of 2,948,105 shares of the Issuer's Shares.
As of the date hereof, Brian Taylor was deemed the beneficial owner of
2,948,105 shares of the Issuer's Shares.
No borrowed funds were used to purchase the Shares, other than any
borrowed funds used for working capital purposes in the ordinary course of
business.
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Item 4. Purpose of Transaction.
The Reporting Persons acquired the Shares for investment purposes and in
the ordinary course of business, pursuant to investment strategies, including
merger arbitrage and event driven strategies, because the Reporting Persons
believed that the Shares, when purchased, represented an attractive investment
opportunity.
On April 18, 2014, iSoftStone Holdings Limited (the "Company") announced
that it had entered into a definitive Agreement and Plan of Merger with New
iSoftStone Holdings Limited ("Parent") and New iSoftStone Acquisition Limited
("Merger Sub"), pursuant to which Parent will acquire the Company for US$0.57
per ordinary share of the Company (a "Share") or US$5.70 per American depositary
share, each representing ten Shares (an "ADS").
The Reporting Persons expect to review from time to time their investment
in the Issuer and may, depending on the market and other conditions:
(i) purchase additional Shares, options or related derivatives in the open
market, in privately negotiated transactions or otherwise and (ii) sell all
or a portion of the Shares, options or related derivatives now beneficially
owned or hereafter acquired by them. Also, consistent with their investment
intent, the Reporting Persons may engage in communications with, among others,
one or more shareholders of the Issuer, one or more officers of the Issuer
and/or one or more members of the board of directors of the Issuer regarding
the Issuer, including its operations, governance and control.
Except as set forth above, none of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters referred to
in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of
Schedule 13D. The Reporting Persons may, at any time and from time to time,
review or reconsider their position and/or change their purpose and/or
formulate plans or proposals with respect thereto.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, Pine River Capital Management L.P. was
deemed to be the beneficial owner of 2,948,105 Shares, or 5.0% of the Shares
of the Issuer, based upon the 58,415,883 Shares issued and outstanding as of
March 31, 2014, according to the 6-K filed June 10, 2014.
Pine River Capital Management L.P. had the sole power to vote or direct
the vote of 0 Shares to which this filing relates; shares the power to
vote or direct the vote of the 2,948,105 Shares; had the sole power to
dispose or direct the disposition of 0 Shares; and shares the power to dispose
or direct the disposition of the 2,948,105 Shares to which this filing relates.
Pine River Capital Management L.P. specifically disclaims beneficial
ownership in the Shares reported herein except to the extent of its
pecuniary interest therein.
(a, b) As of the date hereof, Brian Taylor was deemed to be the
beneficial owner of 2,948,105 Shares, or 5.0% of the Shares of the Issuer,
based upon the 58,415,883 Shares issued and outstanding as of March 31, 2014,
according to the 6-K filed June 10, 2014.
Brian Taylor had the sole power to vote or direct the vote of 0 Shares
to which this filing relates; shares the power to vote or direct the vote
of the 2,948,105 Shares; had the sole power to dispose or direct the
disposition of 0 Shares; and shares the power to dispose or direct the
disposition of the 2,948,105 Shares to which this filing relates.
Brian Taylor specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
The Shares were acquired for investment purposes. The Reporting Persons may
acquire additional Shares, dispose of all or some of these Shares from time to
time, in each case purchased in a private transaction with the Issuer, block
sales or purchases or otherwise, or may continue to hold the Shares. Moreover,
the Reporting Persons may engage in any or all of the items discussed in Item 4
above.
(c) See Exhibit B for schedule of transactions.
(d) Inapplicable
(e) Inapplicable
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding
or relationship with any person with respect to the Shares.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement
Exhibit B: Schedule of Transactions in the Shares of the Issuer
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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.
July 10, 2014
----------------------------------------
(Date)
Pine River Capital Management L.P.
By: Pine River Capital Management LLC,
General Partner
By: /s/ Brian Taylor
-----------------------------------------------
Name: Brian Taylor
Title: Managing Member of the General Partner
/s/ Brian Taylor
-----------------------------------------------
Brian Taylor
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D, dated July 10, 2014 relating
to the American Depositary Shares, $0.0001 par value of iSoftStone Holdings
Limited shall be filed on behalf of the undersigned.
Pine River Capital Management L.P.
By: Pine River Capital Management LLC,
General Partner
By: /s/ Brian Taylor
-----------------------------------------------
Name: Brian Taylor
Title: Managing Member of the General Partner
/s/ Brian Taylor
-----------------------------------------------
Brian Taylor
Exhibit B
TRANSACTIONS IN THE SHARES OF THE ISSUER
DURING THE PAST 60 DAYS
The following table sets forth all transactions in the
Shares effected by any of the Reporting Persons during the past
60 days.
Trans Quantity Price Trade Date Settlement Date
Type
Buy 10 5.475 13-May-14 16-May-14
Buy 100 5.4755 13-May-14 16-May-14
Buy 117 5.4755 14-May-14 19-May-14
Buy 154 5.4755 14-May-14 19-May-14
Buy 152 5.4755 14-May-14 19-May-14
Buy 967 5.4755 14-May-14 19-May-14
Buy 406 5.4755 15-May-14 20-May-14
Buy 545 5.4755 15-May-14 20-May-14
Buy 680 5.4755 15-May-14 20-May-14
Buy 3344 5.4755 15-May-14 20-May-14
Buy 432 5.4755 16-May-14 21-May-14
Buy 755 5.4755 16-May-14 21-May-14
Buy 583 5.4755 16-May-14 21-May-14
Buy 3555 5.4755 16-May-14 21-May-14
Buy 8 5.475 19-May-14 22-May-14
Buy 14 5.4757 19-May-14 22-May-14
Buy 11 5.4755 19-May-14 22-May-14
Buy 67 5.4755 19-May-14 22-May-14
Buy 19 5.4753 20-May-14 23-May-14
Buy 33 5.4755 20-May-14 23-May-14
Buy 25 5.4756 20-May-14 23-May-14
Buy 153 5.4755 20-May-14 23-May-14
Buy 36 5.4756 22-May-14 28-May-14
Buy 49 5.4755 22-May-14 28-May-14
Buy 64 5.4755 22-May-14 28-May-14
Buy 301 5.4754 22-May-14 28-May-14
Buy 40 5.4755 23-May-14 29-May-14
Buy 71 5.4755 23-May-14 29-May-14
Buy 55 5.4755 23-May-14 29-May-14
Buy 334 5.4755 23-May-14 29-May-14
Buy 863 5.4853 23-May-14 29-May-14
Buy 637 5.4853 23-May-14 29-May-14
Buy 1124 5.4853 23-May-14 29-May-14
Buy 5248 5.4853 23-May-14 29-May-14
Buy 267 5.4755 27-May-14 30-May-14
Buy 361 5.4755 27-May-14 30-May-14
Buy 2200 5.4755 27-May-14 30-May-14
Buy 472 5.4755 27-May-14 30-May-14
Buy 8 5.465 27-May-14 30-May-14
Buy 11 5.4655 27-May-14 30-May-14
Buy 14 5.4657 27-May-14 30-May-14
Buy 1753 5.485 27-May-14 30-May-14
Buy 67 5.4655 27-May-14 30-May-14
Buy 2371 5.485 27-May-14 30-May-14
Buy 3093 5.485 27-May-14 30-May-14
Buy 14431 5.485 27-May-14 30-May-14
Buy 2154 5.4855 28-May-14 2-Jun-14
Buy 3800 5.4855 28-May-14 2-Jun-14
Buy 2914 5.4855 28-May-14 2-Jun-14
Buy 17732 5.4855 28-May-14 2-Jun-14
Buy 25 5.4756 28-May-14 2-Jun-14
Buy 34 5.4756 28-May-14 2-Jun-14
Buy 45 5.4756 28-May-14 2-Jun-14
Buy 210 5.4754 28-May-14 2-Jun-14
Buy 997 5.4755 29-May-14 3-Jun-14
Buy 737 5.4755 29-May-14 3-Jun-14
Buy 1300 5.4755 29-May-14 3-Jun-14
Buy 6066 5.4755 29-May-14 3-Jun-14
Buy 2553 5.484 29-May-14 3-Jun-14
Buy 1887 5.484 29-May-14 3-Jun-14
Buy 3329 5.484 29-May-14 3-Jun-14
Buy 15536 5.484 29-May-14 3-Jun-14
Buy 436 5.4855 30-May-14 4-Jun-14
Buy 589 5.4855 30-May-14 4-Jun-14
Buy 3587 5.4855 30-May-14 4-Jun-14
Buy 769 5.4855 30-May-14 4-Jun-14
Buy 100 5.4755 2-Jun-14 5-Jun-14
Buy 14294 5.4855 2-Jun-14 5-Jun-14
Buy 2 5.485 2-Jun-14 5-Jun-14
Buy 1596 5.4855 3-Jun-14 6-Jun-14
Buy 151 5.4855 4-Jun-14 9-Jun-14
Buy 601 5.4855 4-Jun-14 9-Jun-14
Buy 99 5.4855 4-Jun-14 9-Jun-14
Buy 289 5.4855 5-Jun-14 10-Jun-14
Buy 191 5.4855 5-Jun-14 10-Jun-14
Buy 1155 5.4855 5-Jun-14 10-Jun-14
Buy 23 5.4857 6-Jun-14 11-Jun-14
Buy 77 5.4855 6-Jun-14 11-Jun-14
Buy 4752 5.4955 6-Jun-14 11-Jun-14
Buy 3131 5.4955 6-Jun-14 11-Jun-14
Buy 18988 5.4955 6-Jun-14 11-Jun-14
Buy 230 5.4955 9-Jun-14 12-Jun-14
Buy 152 5.4955 9-Jun-14 12-Jun-14
Buy 918 5.4955 9-Jun-14 12-Jun-14
Buy 230 5.4955 10-Jun-14 13-Jun-14
Buy 152 5.4955 10-Jun-14 13-Jun-14
Buy 918 5.4955 10-Jun-14 13-Jun-14
Buy 92 5.5055 11-Jun-14 16-Jun-14
Buy 184 5.5055 11-Jun-14 16-Jun-14
Buy 824 5.5055 11-Jun-14 16-Jun-14
Buy 19 5.4953 13-Jun-14 18-Jun-14
Buy 6 5.495 13-Jun-14 18-Jun-14
Buy 75 5.4956 13-Jun-14 18-Jun-14
Buy 3788 5.5055 13-Jun-14 18-Jun-14
Buy 4204 5.5055 13-Jun-14 18-Jun-14
Buy 1883 5.5055 13-Jun-14 18-Jun-14
Buy 206 5.4955 16-Jun-14 19-Jun-14
Buy 825 5.4955 16-Jun-14 19-Jun-14
Buy 69 5.4955 16-Jun-14 19-Jun-14
Buy 17023 5.5053 16-Jun-14 19-Jun-14
Buy 8466 5.5053 16-Jun-14 19-Jun-14
Buy 18836 5.5053 16-Jun-14 19-Jun-14
Buy 340 5.4955 17-Jun-14 20-Jun-14
Buy 1133 5.4955 17-Jun-14 20-Jun-14
Buy 9794 5.5051 17-Jun-14 20-Jun-14
Buy 9931 5.5051 17-Jun-14 20-Jun-14
Buy 19175 5.5051 17-Jun-14 20-Jun-14
Buy 480 5.4955 18-Jun-14 23-Jun-14
Buy 120 5.4955 18-Jun-14 23-Jun-14
Buy 59660 5.5053 18-Jun-14 23-Jun-14
Buy 28867 5.5053 18-Jun-14 23-Jun-14
Buy 1 5.5098 18-Jun-14 23-Jun-14
Buy 197 5.4955 19-Jun-14 24-Jun-14
Buy 3 5.4967 19-Jun-14 24-Jun-14
Buy 68 5.4954 20-Jun-14 25-Jun-14
Buy 28054 5.4955 20-Jun-14 25-Jun-14
Buy 378 5.4955 20-Jun-14 25-Jun-14
Buy 100 5.4855 23-Jun-14 26-Jun-14
Buy 299 5.4922 23-Jun-14 26-Jun-14
Buy 1 5.4967 23-Jun-14 26-Jun-14
Buy 598 5.4955 24-Jun-14 27-Jun-14
Buy 2 5.495 24-Jun-14 27-Jun-14
Buy 400 5.4855 25-Jun-14 30-Jun-14
Buy 100 5.4755 25-Jun-14 30-Jun-14
Buy 34 5.4943 25-Jun-14 30-Jun-14
Buy 191 5.4942 25-Jun-14 30-Jun-14
Buy 46675 5.4942 25-Jun-14 30-Jun-14
Buy 200 5.4855 26-Jun-14 1-Jul-14
Buy 64272 5.4955 26-Jun-14 1-Jul-14
Buy 16 5.4956 26-Jun-14 1-Jul-14
Buy 85 5.4955 26-Jun-14 1-Jul-14
Buy 9070 5.4655 30-Jun-14 3-Jul-14
Buy 1 5.47 30-Jun-14 3-Jul-14
Buy 300 5.4655 1-Jul-14 7-Jul-14
Buy 1 5.4697 2-Jul-14 8-Jul-14
Buy 3 5.4664 2-Jul-14 8-Jul-14
Buy 6083 5.4652 2-Jul-14 8-Jul-14
Buy 322 5.4755 3-Jul-14 9-Jul-14
Buy 302 5.4855 7-Jul-14 10-Jul-14
Buy 600 5.4755 8-Jul-14 11-Jul-14
Buy 3 5.4866 8-Jul-14 11-Jul-14
Buy 17397 5.4854 8-Jul-14 11-Jul-14
Buy 200 5.4855 9-Jul-14 14-Jul-14