AMBOW EDUCATION HOLDING LTD.
|
CLASS A ORDINARY SHARES & AMERICAN DEPOSITARY SHARES (ADS)**
|
02322P101
|
Eric Ross
Senior Managing Director and Chief Compliance Officer
Avenue Capital Group
399 Park Avenue, 6th Floor
New York, NY 10022
(212) 850-7500
|
David J. Johnson, Jr.
O’Melveny & Myers LLP
31st Floor, AIA Central
1 Connaught Road,
Central, Hong Kong, S.A.R.
(852) 3512-2300
|
Doron Lipshitz
O’Melveny & Myers LLP
7 Times Square
New York, New York 10036
(212) 326-2000
|
June 6, 2013
|
*
|
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.
|
|
**
|
Each American Depositary Share represents two (2) Class A Ordinary Shares, par value US$0.0001 per share. |
CUSIP No. 02322P101
|
1
|
NAME OF REPORTING PERSONS
GL Asia Mauritius II Cayman Limited
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
21,599,914
|
||
8
|
SHARED VOTING POWER
None
|
|||
9
|
SOLE DISPOSITIVE POWER
21,599,914
|
|||
10
|
SHARED DISPOSITIVE POWER
None
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. 02322P101
|
1
|
NAME OF REPORTING PERSONS
GL Asia Mauritius II, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||
8
|
SHARED VOTING POWER
21,599,914
|
|||
9
|
SOLE DISPOSITIVE POWER
None
|
|||
10
|
SHARED DISPOSITIVE POWER
21,599,914
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 02322P101
|
1
|
NAME OF REPORTING PERSONS
Avenue Asia Special Situations Fund IV, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||
8
|
SHARED VOTING POWER
21,599,914*
|
|||
9
|
SOLE DISPOSITIVE POWER
None
|
|||
10
|
SHARED DISPOSITIVE POWER
21,599,914*
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 02322P101
|
1
|
NAME OF REPORTING PERSONS
Avenue Asia Capital Partners IV Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||
8
|
SHARED VOTING POWER
21,599,914*
|
|||
9
|
SOLE DISPOSITIVE POWER
None
|
|||
10
|
SHARED DISPOSITIVE POWER
21,599,914*
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. 02322P101
|
1
|
NAME OF REPORTING PERSONS
Avenue Asia Capital Partners IV, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||
8
|
SHARED VOTING POWER
21,599,914*
|
|||
9
|
SOLE DISPOSITIVE POWER
None
|
|||
10
|
SHARED DISPOSITIVE POWER
21,599,914*
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 02322P101
|
1
|
NAME OF REPORTING PERSONS
GL Asia Partners IV, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||
8
|
SHARED VOTING POWER
21,599,914*
|
|||
9
|
SOLE DISPOSITIVE POWER
None
|
|||
10
|
SHARED DISPOSITIVE POWER
21,599,914*
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 02322P101
|
1
|
NAME OF REPORTING PERSONS
Avenue Asia Capital Management, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||
8
|
SHARED VOTING POWER
21,599,914*
|
|||
9
|
SOLE DISPOSITIVE POWER
None
|
|||
10
|
SHARED DISPOSITIVE POWER
21,599,914*
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
CUSIP No. 02322P101
|
1
|
NAME OF REPORTING PERSONS
Avenue Asia Capital Management GenPar, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||
8
|
SHARED VOTING POWER
21,599,914*
|
|||
9
|
SOLE DISPOSITIVE POWER
None
|
|||
10
|
SHARED DISPOSITIVE POWER
21,599,914*
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
HC
|
CUSIP No. 02322P101
|
1
|
NAME OF REPORTING PERSONS
Marc Lasry
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||
8
|
SHARED VOTING POWER
21,599,914*
|
|||
9
|
SOLE DISPOSITIVE POWER
None
|
|||
10
|
SHARED DISPOSITIVE POWER
21,599,914*
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,599,914*
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%*
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
HC/IN
|
Exhibit Number
|
Description
|
|
Exhibit 99.1
|
Order for Appointment of Provisional Liquidators, In the Matter of the Companies Law (2012 Revision) (as amended) and In the Matter of Ambow Education Holding Ltd., dated 7 June 2013.
|
|
Exhibit 99.2
|
Press Release of GL Asia Mauritius II Cayman Limited, dated June 10, 2013.
|
|
Exhibit 99.3
|
Macquarie Investment Holding No. 2 Pty Limited Letter to the Grand Court of the Cayman Islands, dated June 7, 2013
|
|
Exhibit 99.4
|
The Baring Asia Private Equity Fund V, L.P. Letter to GL Asia Mauritius II Cayman Limited, dated June 6, 2013
|
Date: June 10, 2013
|
GL ASIA MAURITIUS II CAYMAN LIMITED
|
|
By:
|
/s/ Jennifer Tang
|
|
Name: Jennifer Tang
|
||
Title: Director
|
||
GL ASIA MAURITIUS II, LLC
|
||
By:
|
/s/ Eric Ross
|
|
Name: Eric Ross
|
||
Title: Attorney-in-Fact for Marc Lasry, Managing Member
|
||
AVENUE ASIA SPECIAL SITUATIONS FUND IV, L.P.
|
||
By:
|
Avenue Asia Capital Partners IV, Ltd.
its General Partner
|
|
By:
|
Avenue Asia Capital Partners IV, LLC,
its Sole Shareholder
|
|
By:
|
GL Asia Partners IV, LLC,
its Managing Member
|
|
By:
|
/s/ Eric Ross
|
|
Name: Eric Ross
|
||
Title: Attorney-in-Fact for Marc Lasry, Managing Member
|
||
AVENUE ASIA CAPITAL PARTNERS IV, LTD.
|
||
By:
|
Avenue Asia Capital Partners IV,
LLC, its Sole Shareholder
|
|
By:
|
GL Asia Partners IV, LLC,
its Managing Member
|
|
By:
|
/s/ Eric Ross
|
|
Name: Eric Ross
|
||
Title: Attorney-in-Fact for Marc Lasry, Managing Member
|
||
AVENUE ASIA CAPITAL PARTNERS IV, LLC
|
||
By:
|
GL Asia Partners IV, LLC,
its Managing Member
|
|
By:
|
/s/ Eric Ross
|
|
Name: Eric Ross
|
||
Title: Attorney-in-Fact for Marc Lasry, Managing Member
|
||
GL ASIA PARTNERS IV, LLC
|
||
By:
|
/s/ Eric Ross
|
|
Name: Eric Ross
|
||
Title: Attorney-in-Fact for Marc Lasry, Managing Member
|
||
AVENUE ASIA CAPITAL MANAGEMENT, L.P.
|
||
By:
|
Avenue Asia Capital Management GenPar, LLC,
its General Partner
|
|
By:
|
/s/ Eric Ross
|
|
Name: Eric Ross
|
||
Title: Attorney-in-Fact for Marc Lasry, Managing Member
|
||
AVENUE ASIA CAPITAL MANAGEMENT GENPAR, LLC
|
||
By:
|
/s/ Eric Ross
|
|
Name: Eric Ross
|
||
Title: Attorney-in-Fact for Marc Lasry, Managing Member
|
||
MARC LASRY
|
||
By:
|
/s/ Eric Ross
|
|
Name: Eric Ross
|
||
Title: Attorney-in-Fact for Marc Lasry, Managing Member
|