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. 2)
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)
August 5, 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
4,321,800
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,321,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,321,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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
4,321,800
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,321,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,321,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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 4,321,800 shares of the Issuer's Shares.
As of the date hereof, Brian Taylor was deemed the beneficial owner of
4,321,800 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 4,321,800 Shares, or 7.4% of the Shares
of the Issuer, based upon the 58,473,563 Shares issued and outstanding as of
July 28, 2014, according to the proxy statement filed on that day.
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 4,321,800 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 4,321,800 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 4,321,800 Shares, or 7.4% of the Shares of the Issuer,
based upon the 58,473,563 Shares issued and outstanding as of
July 28, 2014, according to the proxy statement filed on that day.
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 4,321,800 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 4,321,800 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.
August 6, 2014
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(Date)
Pine River Capital Management L.P.
By: Pine River Capital Management LLC,
General Partner
By: /s/ Brian Taylor
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Name: Brian Taylor
Title: Managing Member of the General Partner
/s/ Brian Taylor
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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 August 6, 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
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Name: Brian Taylor
Title: Managing Member of the General Partner
/s/ Brian Taylor
-----------------------------------------------
Brian Taylor
Exhibit B
TRANSACTIONS IN THE SHARES OF THE ISSUER
SINCE ORIGINAL FILING
The following table sets forth all transactions in the
Shares effected by any of the Reporting Persons since the
first amended filing.
Trans
Type Quantity Price Trade Date Settlement Date
Buy 7894 5.5055 17-Jul-14 22-Jul-14
Buy 7894 5.5055 17-Jul-14 22-Jul-14
Buy 20523 5.5055 17-Jul-14 22-Jul-14
Buy 44204 5.5055 17-Jul-14 22-Jul-14
Buy 9804 5.5117 17-Jul-14 22-Jul-14
Buy 9804 5.5117 17-Jul-14 22-Jul-14
Buy 25490 5.5117 17-Jul-14 22-Jul-14
Buy 54902 5.5117 17-Jul-14 22-Jul-14
Buy 14706 5.5055 18-Jul-14 23-Jul-14
Buy 14706 5.5055 18-Jul-14 23-Jul-14
Buy 38236 5.5055 18-Jul-14 23-Jul-14
Buy 82352 5.5055 18-Jul-14 23-Jul-14
Buy 1910 5.5069 18-Jul-14 23-Jul-14
Buy 1910 5.5069 18-Jul-14 23-Jul-14
Buy 10698 5.5069 18-Jul-14 23-Jul-14
Buy 4967 5.5069 18-Jul-14 23-Jul-14
Buy 20 5.5055 21-Jul-14 24-Jul-14
Buy 20 5.5055 21-Jul-14 24-Jul-14
Buy 51 5.5055 21-Jul-14 24-Jul-14
Buy 109 5.5055 21-Jul-14 24-Jul-14
Buy 2294 5.5155 21-Jul-14 24-Jul-14
Buy 2294 5.5155 21-Jul-14 24-Jul-14
Buy 12847 5.5155 21-Jul-14 24-Jul-14
Buy 5965 5.5155 21-Jul-14 24-Jul-14
Buy 20 5.5555 24-Jul-14 29-Jul-14
Buy 20 5.5555 24-Jul-14 29-Jul-14
Buy 51 5.5555 24-Jul-14 29-Jul-14
Buy 109 5.5556 24-Jul-14 29-Jul-14
Buy 427 5.5506 25-Jul-14 30-Jul-14
Buy 427 5.5506 25-Jul-14 30-Jul-14
Buy 1111 5.5505 25-Jul-14 30-Jul-14
Buy 2395 5.5505 25-Jul-14 30-Jul-14
Buy 10 5.546 28-Jul-14 31-Jul-14
Buy 25 5.5456 28-Jul-14 31-Jul-14
Buy 10 5.546 28-Jul-14 31-Jul-14
Buy 55 5.5453 28-Jul-14 31-Jul-14
Buy 73 5.5756 29-Jul-14 01-Aug-14
Buy 73 5.5756 29-Jul-14 01-Aug-14
Buy 189 5.5756 29-Jul-14 01-Aug-14
Buy 405 5.5756 29-Jul-14 01-Aug-14
Buy 7176 5.571 30-Jul-14 04-Aug-14
Buy 7176 5.571 30-Jul-14 04-Aug-14
Buy 18659 5.571 30-Jul-14 04-Aug-14
Buy 40189 5.571 30-Jul-14 04-Aug-14
Buy 59 5.5656 30-Jul-14 04-Aug-14
Buy 59 5.5656 30-Jul-14 04-Aug-14
Buy 153 5.5656 30-Jul-14 04-Aug-14
Buy 2058 5.58 30-Jul-14 04-Aug-14
Buy 329 5.5656 30-Jul-14 04-Aug-14
Buy 2058 5.58 30-Jul-14 04-Aug-14
Buy 11531 5.58 30-Jul-14 04-Aug-14
Buy 5353 5.58 30-Jul-14 04-Aug-14
Buy 5441 5.5717 31-Jul-14 05-Aug-14
Buy 5441 5.5717 31-Jul-14 05-Aug-14
Buy 14147 5.5717 31-Jul-14 05-Aug-14
Buy 2569 5.5806 31-Jul-14 05-Aug-14
Buy 30471 5.5717 31-Jul-14 05-Aug-14
Buy 2569 5.5806 31-Jul-14 05-Aug-14
Buy 6678 5.5806 31-Jul-14 05-Aug-14
Buy 14384 5.5806 31-Jul-14 05-Aug-14
Buy 88 5.5756 01-Aug-14 06-Aug-14
Buy 88 5.5756 01-Aug-14 06-Aug-14
Buy 229 5.5756 01-Aug-14 06-Aug-14
Buy 495 5.5756 01-Aug-14 06-Aug-14
Buy 1422 5.5843 01-Aug-14 06-Aug-14
Buy 1422 5.5843 01-Aug-14 06-Aug-14
Buy 7960 5.5843 01-Aug-14 06-Aug-14
Buy 3696 5.5843 01-Aug-14 06-Aug-14
Buy 304 5.5756 04-Aug-14 07-Aug-14
Buy 304 5.5756 04-Aug-14 07-Aug-14
Buy 790 5.5756 04-Aug-14 07-Aug-14
Buy 1702 5.5756 04-Aug-14 07-Aug-14
Buy 39 5.5656 04-Aug-14 07-Aug-14
Buy 39 5.5656 04-Aug-14 07-Aug-14
Buy 102 5.5656 04-Aug-14 07-Aug-14
Buy 220 5.5655 04-Aug-14 07-Aug-14
Buy 2689 5.5832 04-Aug-14 07-Aug-14
Buy 2689 5.5832 04-Aug-14 07-Aug-14
Buy 6992 5.5832 04-Aug-14 07-Aug-14
Buy 15058 5.5832 04-Aug-14 07-Aug-14
Buy 78 5.5755 05-Aug-14 08-Aug-14
Buy 78 5.5755 05-Aug-14 08-Aug-14
Buy 440 5.5756 05-Aug-14 08-Aug-14
Buy 204 5.5756 05-Aug-14 08-Aug-14
Buy 9803 5.5856 05-Aug-14 08-Aug-14
Buy 9803 5.5856 05-Aug-14 08-Aug-14
Buy 25490 5.5856 05-Aug-14 08-Aug-14
Buy 54904 5.5856 05-Aug-14 08-Aug-14
Buy 19172 5.5856 05-Aug-14 08-Aug-14