Sec Form 13D Filing - Liu Chengyan filing for Chindata Group Holdings Limited (CD) - 2023-08-16

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 CUSIP number of 16955F107 applies to the American depositary shares (“ADSs”) of Chindata Group Holdings Limited, a Cayman Islands company (the “Company”). Each ADS represents two Class A ordinary shares, par value US$0.00001 per share (the “Class A Ordinary Shares”) of the Company.

  NAMES OF REPORTING PERSONS.

  Chengyan Liu

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (see Instructions)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  The People’s Republic of China

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  32,018,466 Class A Ordinary Shares ⁽¹⁾

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  32,018,466 Class A Ordinary Shares ⁽¹⁾

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  32,018,466 Class A Ordinary Shares ⁽¹⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

  ☒⁽²⁾

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  7.9% of the Class A Ordinary Shares ⁽³⁾

  TYPE OF REPORTING PERSON (see Instructions)

  IN

Representing 32,018,466 Class A Ordinary Shares represented by 16,009,233 ADSs directly held by Datalake Limited (“Datalake”), a British Virgin Islands company wholly owned by Mr. Chengyan Liu (“Mr. Liu”).

Mr. Liu may be deemed to be part of a “group” with the Other Rollover Shareholders (as defined below) as described in Item 4 below. As discussed in Item 5 of this Schedule 13D, Mr. Liu expressly disclaims beneficial ownership of, and the amounts reflected herein do not include, any Class A Ordinary Shares owned by the Other Rollover Shareholders.

Based on 406,539,105 outstanding Class A Ordinary Shares as of August 11, 2023, based on information received from the Company.

  NAMES OF REPORTING PERSONS.

  Datalake Limited

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (see Instructions)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  British Virgin Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  32,018,466 Class A Ordinary Shares ⁽¹⁾

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  32,018,466 Class A Ordinary Shares ⁽¹⁾

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  32,018,466 Class A Ordinary Shares ⁽¹⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)

  ☒⁽²⁾

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  7.9% of the Class A Ordinary Shares ⁽³⁾

  TYPE OF REPORTING PERSON (see Instructions)

  CO

Representing 32,018,466 Class A Ordinary Shares represented by 16,009,233 ADSs directly held by Datalake.

Datalake may be deemed to be part of a “group” with the Other Rollover Shareholders (as defined below) as described in Item 4 below. As discussed in Item 5 of this Schedule 13D, Datalake expressly disclaims beneficial ownership of, and the amounts reflected herein do not include, any Class A Ordinary Shares owned by the Other Rollover Shareholders.

Based on 406,539,105 outstanding Class A Ordinary Shares as of August 11, 2023, based on information received from the Company.

It is anticipated that approximately US$3.99 billion will be expended to complete the transactions contemplated by the Merger Agreement, including the Merger (the “Transactions”), and settle transaction costs associated with the Transactions. The Transactions will be funded through a combination of (a) the proceeds from committed senior term loan facilities contemplated by a debt commitment letter dated June 28, 2023 (the “Debt Commitment Letter”) by and among Merger Sub, Shanghai Pudong Development Bank Co., Ltd. Lujiazui Sub-branch (上海浦东发展银行股份有限公司陆家嘴支行) and Industrial Bank Co., Ltd. Shanghai Branch (兴业银行股份有限公司上海分行) (collectively, the “Arrangers and Underwriters”), (b) the cancellation of all or a portion of the Ordinary Shares (including Ordinary Shares represented by ADSs) held by (i) the Reporting Persons, (ii) BCPE Bridge, BCPE Stack, Bridge Management, L.P. and BCPE Stack ESOP Holdco Limited (collectively, the “BCPE Entities”), (iii) Bain Capital Distressed and Special Situations 2016 (A), L.P., Bain Capital Distressed and Special Situations 2016 (B Master), L.P., Bain Capital Credit Managed Account (Blanco), L.P., Bain Capital Distressed and Special Situations 2016 (F), L.P., BCC SSA I, LLC and Bain Capital Distressed and Special Situations 2016 (EU Master), L.P. (collectively, the “BCC Entities”), (iv) Boloria Investments Holding B.V. (“APG”) and (v) Zeta Cayman Limited (“SK”) (collectively, the “Rollover Shareholders” and each, a “Rollover Shareholder”, and such Ordinary Shares deemed contributed to Parent by the Rollover Shareholders, the “Rollover Shares”) at the Effective Time for no consideration from the Company and the receipt by the Rollover Shareholders of newly issued shares of Topco (each, a “Topco Share”), pursuant to the terms and subject to the conditions of the applicable Support Agreement (as defined below), and (c) cash contributions contemplated by the equity commitment letters, each dated as of August 11, 2023 (collectively, the “Equity Commitment Letters”), by and between Parent and each of Bain Capital Asia Fund V, L.P., an affiliate of the BCPE Entitles (the “BCPE Sponsor”) and Keppel Funds Investments Pte. Ltd. (“Keppel”, together with BCPE Chivalry Newco, L.P., an affiliate of the BCPE Entities, and the Rollover Shareholders, each, an “Investor” and collectively, the “Investors”), pursuant to which each of the BCPE Sponsor and Keppel has agreed, subject to the terms and conditions thereof, to provide equity contribution in the amount of US$251,905,969 and US$91,243,684, respectively, for the purpose of funding the aggregate Merger Consideration, any other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions pursuant to the Merger Agreement and other fees and expenses incurred by Parent or Merger Sub in connection with the Transactions.

Under the terms and subject to the conditions of the Debt Commitment Letter, the Arrangers and Underwriters have committed to arrange and underwrite senior term loan facilities of US$1,650,000,000 (or its RMB equivalent) to finance, among other things, a portion of the consideration payable for the Merger.

Concurrently with the execution of the Merger Agreement, the Investors entered into support agreements, dated as of August 11, 2023 (each, a “Support Agreement” and collectively, the “Support Agreements”) with Topco and Parent, whereby, among other things, subject to the terms and conditions of the applicable Support Agreement, the Investors (as applicable) have agreed to (a) vote any equity securities of the Company held by such Investors, together with any equity securities of the Company acquired by such Investors after the date of the Support Agreements, in favor of the approval of the Merger Agreement, the Merger and the other Transactions, and to take certain other actions in furtherance of the Transactions, (b) have the Rollover Shares (including Rollover Shares represented by ADSs) beneficially owned by such applicable Investors cancelled at the Effective Time for no consideration from the Company and receive newly issued Topco Shares, at or immediately prior to the Effective Time, (c) make a cash contribution in accordance with the Equity Commitment Letters and to subscribe for newly issued Topco Shares at or immediately prior to the Effective Time, and (d) act in accordance with certain terms and conditions that will govern the actions of Topco, Parent, Merger Sub and such Investors with respect to the Transactions.

The information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, and the Support Agreement entered into by Mr. Liu, copies of which are attached hereto as Exhibit B and Exhibit C, respectively, and which are incorporated herein by reference in their entirety.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

Item 5.   Interest in Securities of the Issuer.

(a)-(b)

(c)

(d)

(e)

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

The information disclosed under Item 4 above is hereby incorporated by reference into this Item 6.

Except as described above or elsewhere in this Schedule 13D or incorporated by reference in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.   Material to be Filed as Exhibits.