UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
SouFun Holdings Limited
(Name of Issuer)
Class A ordinary shares, par value HK$1.00 per share
(Title of Class of Securities)
836034108**
(CUSIP Number)
Amit Gupta
6th Floor, Tower A
1 CyberCity, Ebene, Mauritius
+230 (403) 6074
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
With a copy to:
Thomas J. Murphy
c/o General Atlantic Service Company, LLC
3 Pickwick Plaza
Greenwich, Connecticut 06830
(203) 629-8600
September 17, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) 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.
** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing four Class A ordinary shares. No CUSIP has been assigned to the Class A ordinary shares.
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).
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 2 of 13
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
15,382,931
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
15,382,931
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,382,931
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.2%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 3 of 13
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Mauritius Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
15,382,931
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
15,382,931
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,382,931
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.2%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 4 of 13
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic GenPar (Mauritius) Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
15,382,931
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
15,382,931
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,382,931
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.2%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 5 of 13
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Item 1. Security and Issuer.
This Amendment No. 1 (this “Amendment”) to the Schedule 13D filed on September 30, 2010 relates to the Class A ordinary shares, par value HK$1.00 per share (the “Class A ordinary shares”) of SouFun Holdings Limited (the “Company”), and is being filed to amend the Schedule 13D as specifically set forth below. The principal executive offices of the Company are located at 8th Floor, Tower 3, Xihuan Plaza, No. 1 Xizhimenwai Avenue, Xicheng District, Beijing 100044, People’s Republic of China.
The Company’s American Depositary Shares (the “ADSs”), evidenced by American Depositary Receipts, each representing four Class A ordinary shares, are listed on the New York Stock Exchange under the symbol “SFUN.” The Reporting Persons own only Class A ordinary shares and do not own any ADSs.
Unless otherwise indicated, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D, and unless otherwise amended hereby, all information previously filed remains in effect.
Item 2. Identity and Background.
Item 2 is hereby amended and restated as follows:
This Statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The members of the group are General Atlantic LLC, a Delaware limited liability company (“GA”), General Atlantic GenPar (Mauritius) Limited, a Mauritius private company limited by shares (“GenPar”), and General Atlantic Mauritius Limited, a Mauritius private company limited by shares (“GA Mauritius”). GenPar owns a majority of GA Mauritius’ voting shares. GA owns all the outstanding shares of GenPar. The Managing Directors of GA are listed on Schedule B hereto (collectively, the “GA Managing Directors”). The information required by General Instruction C to Schedule 13D with respect to (i) the executive officers and directors of GA Mauritius and GenPar is listed on Schedule A hereto and (ii) the GA Managing Directors is listed on Schedule B hereto. The present principal occupation of each GA Managing Director is as a managing director at GA. As discussed under Item 6, Mr. Leng has been designated by GA Mauritius to be appointed as a member of the board of directors of the Company. GA is located at c/o General Atlantic Service Company, LLC, 3 Pickwick Plaza, Greenwich, Connecticut 06830. GenPar and GA Mauritius are located at 6th Floor, Tower A, 1 CyberCity, Ebene, Mauritius. Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes. None of the Reporting Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.
Item 3. Source and Amount of Funds or Other Consideration.
No material change.
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 6 of 13
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Item 4. Purpose of Transaction.
No material change.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
All ownership percentages set forth herein assume that there are 54,631,233 Class A ordinary shares outstanding, as reported in the Company’s 6-K filed with the Securities and Exchange Commission on August 23, 2012.
(a) As of the date hereof, GA Mauritius owns of record 15,382,931 Class A ordinary shares, representing 28.2% of the Company’s issued and outstanding Class A ordinary shares.
By virtue of the fact that (i) GenPar owns a majority of GA Mauritius’ voting shares and (ii) GA owns all of the outstanding shares of GenPar, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the Class A Ordinary Shares owned of record by GA Mauritius. As a result, as of the date hereof, each of the Reporting Persons may be deemed to own beneficially an aggregate of 15,382,931 Class A ordinary shares (calculated on the basis of the number of Class A
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 7 of 13
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ordinary shares which may be acquired by the Reporting Persons within 60 days), or 28.2% of the Company’s issued and outstanding Class A ordinary shares.
(b) Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 15,382,931 Class A ordinary shares that may be deemed to be owned beneficially by each of them.
(c) Except as set forth in Item 3, Item 6 or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the Class A ordinary shares during the past 60 days.
(d) No person other than the persons listed or the shareholders of GA Mauritius is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
The description of the Option Agreement under Item 6 is hereby amended and supplemented by adding the following at the end thereof:
On September 17, 2012, GA Mauritius entered into an amendment to that certain Call Option Agreement, dated August 13, 2010, with Next Decade (the “Call Option Agreement”), pursuant to which the option period during which Next Decade has the right and option to purchase 987,656 Class A Ordinary Shares from GA Mauritius will expire on December 17, 2012. All other terms of the Call Option Agreement remain unchanged and in full force and effect. The amendment to the Call Option Agreement, which is filed hereto as Exhibit 7, is in incorporated herein by reference.
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 8 of 13
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Item 7. Materials to be Filed as Exhibits.
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 9 of 13
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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: November 5, 2012.
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GENERAL ATLANTIC LLC
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By:
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/s/ Christopher G. Lanning
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Name: Christopher G. Lanning
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Title: Managing Director
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GENERAL ATLANTIC MAURITIUS LIMITED
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By:
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/s/ Christopher G. Lanning
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Name: Christopher G. Lanning
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Title: Director
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GENERAL ATLANTIC (GENPAR) MAURITIUS LIMITED
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By:
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/s/ Christopher G. Lanning
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Name: Christopher G. Lanning
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Title: Director
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 10 of 13
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Schedule A
Directors of General Atlantic Mauritius Limited
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Name
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Business Address
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Citizenship
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Principal Occupation
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Jean Maurice
Richard Arlove
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6th Floor, Tower A
1 Cyber City, Ebene, Maritius
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Mauritian
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Chief Executive Officer
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Amit Gupta
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6th Floor, Tower A
1 Cyber City, Ebene, Maritius
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Indian
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Senior Executive
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Christopher G. Lanning
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55 East 52nd Street
32nd Floor
New York, New York 10055 USA
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U.S.
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Managing Director of General Atlantic LLC
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Directors of General Atlantic GenPar (Mauritius) Limited
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Name
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Business Address
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Citizenship
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Principal Occupation
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Jean Maurice
Richard Arlove
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6th Floor, Tower A
1 Cyber City, Ebene, Maritius
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Mauritian
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Chief Executive Officer of Abax Corporate Services Ltd.
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Amit Gupta
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6th Floor, Tower A
1 Cyber City, Ebene, Maritius
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Indian
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Senior Executive of Abax Corporate Services Ltd.
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Christopher G. Lanning
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55 East 52nd Street
32nd Floor
New York, New York 10055 USA
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U.S.
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Managing Director of General Atlantic LLC
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 11 of 13
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Schedule B
GA Managing Directors
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Name
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Business Address
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Citizenship
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Steven A. Denning (Chairman)
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3 Pickwick Plaza
Greenwich, Connecticut 06830
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United States
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William E. Ford (Chief Executive Officer)
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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J. Frank Brown (Managing Director and Chief Operating Officer)
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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Thomas J. Murphy (Managing Director and Chief Financial Officer)
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3 Pickwick Plaza
Greenwich, Connecticut 06830
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United States
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John Bernstein
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23 Savile Row
London W1S 2ET
United Kingdom
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United Kingdom
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Gabriel Caillaux
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23 Savile Row
London W1S 2ET
United Kingdom
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United Kingdom
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Alexander Chulack
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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Mark F. Dzialga
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3 Pickwick Plaza
Greenwich, Connecticut 06830
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United States
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Cory A. Eaves
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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Martin Escobari
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Rua Dr. Renato Paes de Barros, 1017
15Ú andar
04530−001
Sao Paulo, Brazil
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Bolivia and Brazil
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Abhay Havaldar
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Asia Square Tower 1
8 Marina Vew, #41−04
Singapore 018960
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Singapore
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 12 of 13
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| Name | Business Address | Citizenship |
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Patricia Hedley
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3 Pickwick Plaza
Greenwich, Connecticut 06830
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United States
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David C. Hodgson
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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Jing Hong
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Room 1708−12
China World Office 1
China World Trade Center
1 Jianguomenwai Avenue
Beijing 100004
China
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China
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René M. Kern
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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Jonathan C. Korngold
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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Christopher G. Lanning
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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Jeff X. Leng
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Suite 5801, 58th Floor
Two International Finance Center
8 Finance Street
Central, Hong Kong
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Hong Kong SAR
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Anton J. Levy
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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Adrianna C. Ma
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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John C. Morris
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 13 of 13
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Name
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Business Address
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Citizenship
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Ranjit Pandit
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17th Floor
Express Towers
Nariman Point
Mumbai 400 021
India
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United States and India
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Andrew C. Pearson
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3 Pickwick Plaza
Greenwich, Connecticut 06830
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United States
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Brett B. Rochkind
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228 Hamilton Ave.
Palo Alto, CA 94301
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United States
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David A. Rosenstein
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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Philip P. Trahanas
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3 Pickwick Plaza
Greenwich, Connecticut 06830
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United States
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EXHIBIT 7
to SCHEDULE 13D
Next Decade Investments Limited
c/o Mr. Tianquan Mo
8th Floor, Tower 3, Xihuan Plaza
No. 1 Xizhimenwai Avenue
Xicheng District, Beijing 100044
PRC
Amendment to Option Agreement
Dear Sirs:
Reference is made to the Option Agreement, dated August 13, 2010 (the “Option Agreement”), between General Atlantic Mauritius Limited and Next Decade Investments Limited. Capitalised terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Option Agreement.
The Grantor and the Optionee hereby agree that the definition of the term “Option Period” is hereby amended and restated in its entirety as follows:
“”Option Period” means the period starting on the Effective Date and ending on December 17, 2012, unless this Agreement is terminated earlier pursuant to Section 4.1.”
Except as expressly amended by this letter agreement, the Option Agreement shall remain unamended and in full force and effect.
This letter agreement may be signed in two counterparts, both of which shall be an original, with the same effect as if the signatures were upon the same instrument.
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Sincerely yours,
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General Atlantic Mauritius Limited
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By:
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/s/ Christopher Lanning | ||
| Name: | Christopher Lanning | |||
| Title: | Director | |||
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Accepted and Agreed:
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Next Decade Investments Limited
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By:
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/s/ Jing Cao | |||
| Name: | Jing Cao | |||
| Title: | Director | |||