UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _)*
ChinaEDU Corporation
(Name of Issuer)
Ordinary Shares in the form of American Depositary Shares
(Title of Class of Securities)
16945L107
(CUSIP Number)
Alexander B. Washburn
c/o Columbia Pacific Advisors, LLC
1910 Fairview Avenue East, Suite 500
Seattle, Washington 98102
(206) 728-9063
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 28, 2012
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [X]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
--------------------------------------------------------------------------------
Cusip No. 16945L107 Schedule 13-D Page 2 of 12
1. Names of Reporting Persons
Columbia Pacific Opportunity Fund, L.P.
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Washington
7. Sole Voting Power
9,905,892 (1)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 9,905,892 (1)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,905,892 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
18.41% (2)
14. Type of Reporting Person
PN
(1) As of December 17, 2012, the Reporting Person beneficially owns
3,301,964 American Depositary Shares, representing 9,905,892 underlying
Ordinary Shares.
(2) Based on 53,804,980 Ordinary Shares outstanding as of December 31,
2011; as reported on the Company's Form 20-F filed on April 27, 2012.
--------------------------------------------------------------------------------
Cusip No. 16945L107 Schedule 13-D Page 3 of 12
1. Names of Reporting Persons
Columbia Pacific Advisors, LLC
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Washington
7. Sole Voting Power
9,905,892 (1)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 9,905,892 (1)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,905,892 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
18.41% (2)
14. Type of Reporting Person
IA
(1) As of December 17, 2012, the Reporting Person beneficially owns
3,301,964 American Depositary Shares, representing 9,905,892 underlying
Ordinary Shares.
(2) Based on 53,804,980 Ordinary Shares outstanding as of December 31,
2011; as reported on the Company's Form 20-F filed on April 27, 2012.
--------------------------------------------------------------------------------
Cusip No. 16945L107 Schedule 13-D Page 4 of 12
1. Names of Reporting Persons
Alexander B. Washburn
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
9,905,892 (1)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 9,905,892 (1)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,905,892 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
18.41% (2)
14. Type of Reporting Person
IN
(1) As of December 17, 2012, the Reporting Person beneficially owns
3,301,964 American Depositary Shares, representing 9,905,892 underlying
Ordinary Shares.
(2) Based on 53,804,980 Ordinary Shares outstanding as of December 31,
2011; as reported on the Company's Form 20-F filed on April 27, 2012.
--------------------------------------------------------------------------------
Cusip No. 16945L107 Schedule 13-D Page 5 of 12
1. Names of Reporting Persons
Daniel R. Baty
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
9,905,892 (1)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 9,905,892 (1)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,905,892 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
18.41% (2)
14. Type of Reporting Person
IN
(1) As of December 17, 2012, the Reporting Person beneficially owns
3,301,964 American Depositary Shares, representing 9,905,892 underlying
Ordinary Shares.
(2) Based on 53,804,980 Ordinary Shares outstanding as of December 31,
2011; as reported on the Company's Form 20-F filed on April 27, 2012.
--------------------------------------------------------------------------------
Cusip No. 16945L107 Schedule 13-D Page 6 of 12
1. Names of Reporting Persons
Stanley L. Baty
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
9,905,892 (1)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 9,905,892 (1)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,905,892 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
18.41% (2)
14. Type of Reporting Person
IN
(1) As of December 17, 2012, the Reporting Person beneficially owns
3,301,964 American Depositary Shares, representing 9,905,892 underlying
Ordinary Shares.
(2) Based on 53,804,980 Ordinary Shares outstanding as of December 31,
2011; as reported on the Company's Form 20-F filed on April 27, 2012.
--------------------------------------------------------------------------------
Cusip No. 16945L107 Schedule 13-D Page 7 of 12
1. Names of Reporting Persons
Brandon D. Baty
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
9,905,892 (1)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 9,905,892 (1)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,905,892 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
18.41% (2)
14. Type of Reporting Person
IN
(1) As of December 17, 2012, the Reporting Person beneficially owns
3,301,964 American Depositary Shares, representing 9,905,892 underlying
Ordinary Shares.
(2) Based on 53,804,980 Ordinary Shares outstanding as of December 31,
2011; as reported on the Company's Form 20-F filed on April 27, 2012.
--------------------------------------------------------------------------------
Cusip No. 16945L107 Schedule 13-D Page 8 of 12
EXPLANATORY NOTE
The Reporting Persons previously filed a Schedule 13G on February 17,
2009, as subsequently amended on February 16, 2010, February 15, 2011, and June
10, 2011. The Reporting Persons later filed a Schedule 13D (the "Group 13D")
jointly with the Aegir Parties and the Lake Union Parties (as such terms are
defined in the Group 13D) on August 17, 2011, as subsequently amended on October
14, 2011, December 12, 2011, December 15, 2011, January 12, 2012, May 7, 2012,
July 9, 2012 and August 17, 2012 (the "Group Amendments"). This Schedule 13D
amends and supplements all of the above described filings with respect to the
Reporting Persons.
The Reporting Persons, the Aegir Parties and the Lake Union Parties may
be deemed to be members of a group under Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") by virtue of an agreement
among the three parties and Stifel, Nicolaus & Co. ("Stifel"), as further
described in Item 4 below. The Reporting Persons disclaim any and all voting
and/or dispositive power with respect to any Ordinary Shares held by any of the
Aegir Parties and the Lake Union Parties.
Item 1. Security and Company
This schedule relates to ordinary shares ("Ordinary Shares") in the form
of American Depositary Shares ("ADS"), issued by ChinaEDU Corporation (the
"Issuer" or the "Company"), the principal executive office of which is located
at 4th Floor-A, GeHua Building, No. 1 QinglongHutong, Dongcheng District,
Beijing, 100007 People's Republic of China.
Item 2. Identity and Background
(a) (c) and (f)
This Schedule 13D is being filed by Columbia Pacific Opportunity Fund,
L.P. (the "Fund"), a Washington limited partnership; Columbia Pacific Advisors
LLC, (the "Advisor"), a Washington limited liability company; Alexander B.
Washburn, a U.S. citizen, Daniel R. Baty, a U.S. citizen, Stanley L. Baty, a
U.S. citizen, and Brandon D. Baty, a U.S. citizen (each a "Reporting Person" and
collectively the "Reporting Persons"). The Fund is an investment fund; the
Advisor is the advisor and sole general partner of the Fund; Alexander B.
Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty serve as the
managing members of the Advisor.
(b) The business address of the Reporting Persons is:
1910 Fairview Avenue East
Suite 200
Seattle, WA 98102-3620
(d)-(e)
None of the Reporting Persons have: (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); nor (ii) been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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.
--------------------------------------------------------------------------------
Cusip No. 16945L107 Schedule 13-D Page 9 of 12
Item 3. Source and Amount of Funds or Other Consideration.
The Ordinary Shares in the form of ADS reported herein by the Reporting
Persons were acquired by the Reporting Persons for an approximate aggregate
amount of $18,601,895, and were acquired with the investment capital of the
Reporting Persons.
Item 4. Purpose of Transaction.
The Reporting Persons acquired their interests in the Company between
August 7, 2008 and December 17, 2012, and presently hold approximately 18.41% of
the Company's Ordinary Shares in the form of ADS. The purchases of the ADS were
made in the Reporting Persons' ordinary course of business and were not made for
the purpose of acquiring control of the Company.
In August 2011, the Reporting Persons, the Aegir Parties and the Lake
Union Parties (the "Committee Members") formed The ChinaEDU Value Realization
Committee (the "Committee") in order to work with the board of directors of the
Company to enhance shareholder value by exploring avenues for the sale of the
Company to potential strategic and financial buyers, as more fully described in
the Group 13D and the Group Amendments.
In August 2012, the Committee Members engaged Stifel to act as their
exclusive financial advisor with respect to the sale of their investments in the
Company. In seeking a possible sale of the Committee Members' interests in the
Company, Stifel has, among other things, engaged in discussions with third
parties and the Company concerning a possible sale of the Committee Members'
interests in the Company. No agreement has been reached for the sale of such
interests or as to the price or time at which such interests might be sold, but
discussions are continuing. The foregoing summary of Stifel's engagement is
qualified by reference to the text of the letter agreement filed as Exhibit 99.3
hereto and is incorporated herein by reference.
The Reporting Persons intend to review their investment in the Company
on a continuing basis. Depending on various factors, including the Company's
financial position and strategic direction, the outcome of the discussions
referenced above, actions taken by the Company's board of directors, other
investment opportunities available to the Reporting Persons, price levels of the
shares, and conditions in the securities markets and the economy in general, the
Reporting Persons may in the future acquire additional securities of the Company
or dispose of some or all of the securities of the Company beneficially owned by
them, or take any other actions with respect to their investment in the Company
permitted by law, including any or all of the actions set forth in paragraphs
(a)-(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) See Items 11 and 13 of the cover pages to this Schedule 13D for the
aggregate number of shares and percentage of Ordinary Shares beneficially owned
by each of the Reporting Persons. Each of the Reporting Persons disclaims
beneficial ownership of the Ordinary Shares in the form of ADS held by other
Reporting Persons, except as expressly set forth below.
(b) See Items 7 through 10 of the cover pages to this Schedule 13D for the
number of shares and percentage of Ordinary Shares beneficially owned by each of
the Reporting Persons as to which there is sole power to vote or to direct the
vote, shared power to vote or to direct the vote and sole or shared power to
dispose or to direct the disposition. Mr. Washburn, Mr. D. Baty, Mr. S. Baty and
--------------------------------------------------------------------------------
Cusip No. 16945L107 Schedule 13-D Page 10 of 12
Mr. B. Baty serve as the managing members of the Advisor, which is the sole
general partner and primarily responsible for all investment decisions regarding
the Fund's investment portfolio. As a result of such role and otherwise by
virtue of their relationship to the Fund and the Advisor, each may be deemed to
have sole voting and dispositive power over the Ordinary Shares in the form of
ADS directly beneficially owned by the Fund and, accordingly, may be deemed to
indirectly beneficially own such shares. Each of the Reporting Persons disclaims
beneficial ownership of the securities reported herein, except to the extent of
their pecuniary interest therein.
(c) The trading dates, number of Ordinary Shares in the form of ADS
purchased and price per share for all transactions in the Ordinary Shares in the
form of ADS in the past 60 days by the Reporting Persons on behalf of the Fund
were all effected in unsolicited broker transactions on the NASDAQ Global Market
as set forth in Exhibit 99.1.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The information concerning the letter agreement with Stifel described in
Item 4 hereto and filed as Exhibit 99.3 hereto is incorporated herein by
reference.
Other than as described herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons, or between the
Reporting Persons and any other person, with respect to the securities of the
Issuer.
Item 7. Material to Be Filed as Exhibits
Exhibit Description
99.1 Transactions by the Fund During the Past 60 Days.
99.2 Joint Filing Agreement among the Reporting Persons, dated February 14,
2011 *
99.3 Letter Agreement, dated August 16, 2012 by and between Stifel, Nicolaus
& Company, Incorporated, Columbia Pacific Opportunity Fund, L.P., Lake
Union Capital Fund, LP New Vernon Aegir Master Fund, Ltd., Trent
Stedman and Thomas Patrick. **
* Incorporated by reference from Amendment No. 2 to the Schedule 13G/A,
filed by the Reporting Persons with respect to Ordinary Shares of the
Company on February 15, 2011
** Incorporated by reference from Amendment No. 7 to the Group 13D,
filed on August 17, 2012
--------------------------------------------------------------------------------
Cusip No. 16945L107 Schedule 13-D Page 11 of 12
SIGNATURES
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.
Dated: December 18, 2012 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P.
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member of
Columbia Pacific Advisors, LLC, its
general partner
Dated: December 18, 2012 COLUMBIA PACIFIC ADVISORS, LLC
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member
Dated: December 18, 2012 /s/ Alexander B. Washburn
Alexander B. Washburn
Dated: December 18, 2012 /s/ Daniel R. Baty
Daniel R. Baty
Dated: December 18, 2012 /s/ Stanley L. Baty
Stanley L. Baty
Dated: December 18, 2012 /s/ Brandon D. Baty
Brandon D. Baty
________________
--------------------------------------------------------------------------------
Cusip No. 16945L107 Schedule 13-D Page 12 of 12
EXHIBIT 99.1
TRANSACTIONS BY THE FUND DURING THE PAST 60 DAYS
Underlying Approximate
Number Ordinary Price Per
of ADS (1) Shares of ADS (excluding
Date Transaction Purchased such ADS commissions)
10/19/2012 BUY 5,120 15,360 5.82
10/22/2012 BUY 7,200 21,600 5.87
10/23/2012 BUY 300 900 5.97
10/24/2012 BUY 2,700 8,100 5.90
10/26/2012 BUY 800 2,400 5.91
10/31/2012 BUY 300 900 5.86
11/01/2012 BUY 1,100 3,300 5.95
11/02/2012 BUY 200 600 6.01
11/05/2012 BUY 300 900 6.01
11/06/2012 BUY 300 900 6.02
11/08/2012 BUY 200 600 5.97
11/09/2012 BUY 100 300 6.00
11/12/2012 BUY 100 300 6.03
11/13/2012 BUY 1,800 5,400 5.91
11/15/2012 BUY 18,483 55,449 5.50
11/16/2012 BUY 700 2,100 6.03
11/19/2012 BUY 6,300 18,900 5.94
11/20/2012 BUY 800 2,400 5.87
11/21/2012 BUY 4,100 12,300 5.84
11/23/2012 BUY 5,000 15,000 5.79
11/26/2012 BUY 5,100 15,300 5.85
11/27/2012 BUY 6,300 18,900 5.86
11/28/2012 BUY 21,600 64,800 5.83
11/29/2012 BUY 2,100 6,300 5.85
11/30/2012 BUY 4,000 12,000 5.82
12/03/2012 BUY 1,300 3,900 5.81
12/04/2012 BUY 1,459 4,377 5.79
12/05/2012 BUY 1,400 4,200 5.79
12/06/2012 BUY 2,000 6,000 5.70
12/07/2012 BUY 1,300 3,900 5.67
12/10/2012 BUY 300 900 5.72
12/12/2012 BUY 200 600 5.80
12/13/2012 BUY 1,000 3,000 5.76
12/14/2012 BUY 2,875 8,625 5.71
12/17/2012 BUY 805 2,415 5.65
(1) American Depositary Shares, each representing three Ordinary Shares,
par value US $0.01 per share