Sec Form 13D Filing - Hudson Global Finance DE II LLC filing for Sky Solar Holdings Ltd.Sky Solar Holdings Ltd. - 2019-11-22

1.	NAMES OF REPORTING PERSONS
	Hudson Global Finance DE II, LLC
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
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER
			0
		8.	SHARED VOTING POWER
			101,949,906
		9.	SOLE DISPOSITIVE POWER
			0
		10.	SHARED DISPOSITIVE POWER
			101,949,906
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	101,949,906
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	(SEE INSTRUCTIONS)     ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.3%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 83084J996

---

Item 1.  Security and Issuer.

 

Item 2.  Identity and Background.

 

Item 3.  Source or Amount of Funds or Other Consideration.

Pursuant to a stock purchase agreement (the “Stock Purchase Agreement”) entered into among HGF DE II, IDG-Accel China Capital L.P. and IDG-Accel China Capital Investors L.P. dated November 14, 2019, HGF DE II shall acquire from IDG-Accel China Capital L.P. and IDG-Accel China Capital Investors L.P. 1,000,000 ADSs and 81,949,906 Ordinary Shares of the Issuer in total for an aggregate purchase price of US$25,487,476.50 at closing of such transaction. This amount excludes the funds which may be required to pay the costs and expenses associated with the purchase of the ADSs and Ordinary Shares. It is currently anticipated that the purchase will be financed by way of the Transaction Financing as defined and described in Item 4.

The description of the Stock Purchase Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of that agreement, attached hereto as Exhibit 99.1.

Item 4.  Purpose of Transaction.

          On November 14, 2019, HGF DE II entered into the Stock Purchase Agreement with IDG-Accel China Capital L.P. and IDG-Accel China Capital Investors L.P, pursuant to which, IDG-Accel China Capital L.P. and IDG-Accel China Capital Investors L.P. shall sell to HGF DE II a total of 1,000,000 ADSs and 81,949,906 Ordinary Shares at an aggregate purchase price of US$25,487,476.50 at closing of such transaction (the “Stock Purchase”). The details of the Stock Purchase are as follows:

 

 

Pursuant to the Stock Purchase Agreement, subject to the satisfaction or waiver of the closing conditions specified therein, the closing of the Stock Purchase is expected to be completed by December 31, 2019.

 

The description of the Stock Purchase Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of that agreement, attached hereto as Exhibit 99.1.

On November 14, 2019, HGF DE II, Japan NK Investment K.K., and Fusion-Lynx Holdings entered into a Shareholders Agreement (the “SHA”) with respect to the Company. HGF DE II and Japan NK Investment K.K. intend to, among other things, contribute and/or sell their respective Ordinary Shares (including ADSs), whether now owned or acquired in the future, of the Company to Fusion-Lynx Holdings, and thereafter cause Fusion-Lynx Holdings to take steps to acquire the remaining Ordinary Shares of the Company (the “Contemplated Transactions”). The Contemplated Transactions are subject to, among other things, the procurement of committed third party financing (the “Transaction Financing”), as described below. If and when the Contemplated Transactions are consummated, the Company would become a wholly-owned subsidiary of Fusion-Lynx Holdings.

On November 14, 2019, HGF DE II and Japan NK Investment K.K. entered into a certain Mandate Letter for Proposed Transaction (LYNX) (the “Mandate Letter”) with a multinational financial institution (the “Financing Provider”) in connection with the contemplated Transaction Financing. Pursuant to the Mandate Letter, Japan NK Investment K.K. and Hudson Global Finance DE II, LLC agree that the Financing Provider shall be the mandated lead arranger and sole structuring bank for the structuring and execution of the Contemplated Transactions, for an exclusivity period of 6 months (subject to the terms and conditions set forth in the Mandate Letter); provided, that such exclusivity obligations may be terminated by HGF DE II and Japan NK Investment K.K. if the Financing Provider does not agree to committed Transaction Financing substantially in accordance with the terms set forth in the Mandate Agreement by December 18, 2019.  The Mandate Letter further sets forth the terms of the contemplated Transaction Financing in an amount which would be sufficient to consummate the Contemplated Transactions.  The Financing Provider is not under any obligation to extend committed Transaction Financing to HGF DE II and Japan NK Investment K.K. pursuant to the Mandate Letter, and any future agreement with respect to the contemplated Transaction Financing in accordance with the terms of the Mandate Letter is subject to, inter alia, satisfactory due diligence and market conditions, necessary financial institution internal and regulatory approvals, “know your client” requirements, and other customary conditions, any of which may or may not be satisfied.

The description of the SHA contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the SHA, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

The Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate, whether in the ordinary course of business or otherwise, including, without limitation, conducting (or directing advisers to conduct) analyses or due diligence investigations, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer, its business, operations and management and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer, or exercising its voting power over the Ordinary Shares, concerning changes to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole

or in parts, sale of certain assets of the Issuer or its subsidiaries, issuance of dividends, board structure (including board composition) or operations of the Issuer, purchasing additional Ordinary Shares or ADSs, engaging in short selling of or any hedging or similar transaction with respect to the Ordinary Shares, engaging in strategic transactions with stockholders of the Issuer likely to lead to a delisting and termination of registration of the Ordinary Shares and ADSs, or changing their intention with respect to any and all matters referred to in this Item 4. Such discussions could lead to plans or proposals other than the Stock Purchase or the Contemplated Transactions that may result in certain of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

Item 5.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

On November 14, 2019, HGF DE II entered into the Stock Purchase Agreement with IDG-Accel China Capital L.P. and IDG-Accel China Capital Investors L.P, A copy of the Stock Purchase Agreement is attached as Exhibit 99.1 to this Schedule 13D and is incorporated herein by reference.

 

On November 14, 2019, HGF DE II, Japan NK Investment K.K. and Fusion-Lynx Holdings entered into the SHA. A copy of the SHA is attached as Exhibit 99.2 to this Schedule 13D and is incorporated herein by reference.

 

Item 7.  Material to Be Filed as Exhibits.

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.

Dated: November 22, 2019

	HUDSON GLOBAL FINANCE DE II, LLC
	By: Hudson Sustainable Investment Management, LLC, its sole member
	By: Hudson Sustainable Investments, its sole member
	By:	/s/ Neil Z. Auerbach
		Name:	Neil Z. Auerbach
		Title:	Chief Executive Officer