SCHEDULE
13D
1
|
Names
Of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities Only)
Bharti
Global Limited
|
2
|
Check
The Appropriate Box If A Member Of A Group
(a)
☐
(b)
☒
|
3
|
SEC
Use Only
|
4
|
Source
Of Funds
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
Jersey,
Channel Islands
|
Number
Of Shares
|
7
|
Sole
Voting Power
-0-
|
Beneficially
Owned By
|
8
|
Shared
Voting Power
8,280,590
|
Each
Reporting
Person
|
9
|
Sole
Dispositive Power
-0-
|
With
|
10
|
Shared
Dispositive Power
8,280,590
|
11
|
Aggregate
Amount Beneficially Owned By Each Reporting Person
8,280,590
|
12
|
Check
Box If The Aggregate Amount In Row (11) Excludes Certain Shares ☐
|
13
|
Percent
Of Class Represented By Amount In Row (11)
11.2%*
|
14
|
Type
Of Reporting Person
CO
|
|
|
|
|
*
The calculation assumes that there are a total of 73,880,901 Common Shares (as defined below) outstanding, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”)
on July 25, 2019.
SCHEDULE
13D
1
|
Names
Of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities Only)
Bharti
Overseas Private Limited
|
2
|
Check
The Appropriate Box If A Member Of A Group
(a)
☐
(b)
☒
|
3
|
SEC
Use Only
|
4
|
Source
Of Funds
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
Delhi,
India
|
Number
Of Shares
|
7
|
Sole
Voting Power
-0-
|
Beneficially
Owned By
|
8
|
Shared
Voting Power
8,280,590
|
Each
Reporting
Person
|
9
|
Sole
Dispositive Power
-0-
|
With
|
10
|
Shared
Dispositive Power
8,280,590
|
11
|
Aggregate
Amount Beneficially Owned By Each Reporting Person
8,280,590
|
12
|
Check
Box If The Aggregate Amount In Row (11) Excludes Certain Shares ☐
|
13
|
Percent
Of Class Represented By Amount In Row (11)
11.2%*
|
14
|
Type
Of Reporting Person
CO
|
|
|
|
|
*
The calculation assumes that there are a total of 73,880,901 Common Shares outstanding, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Commission on July 25, 2019.
This
Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on February
27, 2017 (the “Original Schedule 13D” and, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed
by the Reporting Persons on September 8, 2017 and this Amendment, this “Schedule 13D”) with respect to the Common
Shares of the Issuer. Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings ascribed
to them in the Original Schedule 13D.
|
Item
2.
|
Identity
and Background.
|
This
Amendment amends and restates Item 2 of the Schedule 13D in its entirety as set forth below, including Schedule I which is replaced
with Schedule I attached hereto.
“(a) and
(f).
This
Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Act, by (i) Bharti Global Limited, a private limited
company formed under the laws of Jersey (“BGL”) and (ii) Bharti Overseas Private Limited, a private limited company
formed under the laws of India (“BOPL”, and together with BGL, the “Reporting Persons”).
BOPL
is the sole shareholder of BGL, which holds 8,280,590 Common Shares. Because of BOPL’s relationship to BGL, BOPL may be
deemed to beneficially own the Common Shares held directly by BGL.
The
name, business address, present principal occupation or employment and citizenship of each director and executive officer of (i)
BGL and (ii) BOPL is set forth on Schedule I.
The
Reporting Persons have entered into a joint filing agreement dated as of February 27, 2017, a copy of which is attached hereto
as Exhibit A.
|
(b)
|
The
address of the principal business office of BGL is:
|
53/54
Grosvenor Street
London,
United Kingdom, W1K 3HU
Attention:
Srikanth Balachandran
The
address of the principal business office of BOPL is:
Bharti
Crescent, 1, Nelson Mandela Road, Vasant Kunj
Phase
– II, New Delhi
Delhi,
India, 110070
Attention:
Puneet Tandon
|
(c)
|
BGL,
through its direct and indirect subsidiaries, is principally engaged, and has interests in, the businesses of, among other things,
telecommunications, satellite communications, hospitality, oil & gas, and intermodal container leasing. BOPL is principally
engaged in the business of the promotion, undertaking, performance or acquisition (on its own or through partnerships, alliances
or other arrangements, whether in India or abroad) of businesses relating to (a) information technology, telecommunications and
other related services, infrastructure and networks, (b) computer hardware, software, programs and applications, (c) electronic
equipment and security systems, (d) farming and agricultural products and (e) insurance products.
|
|
(d)
|
During
the last five years, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the persons listed
on Schedule I, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
|
(e)
|
During
the last five years, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the persons listed
on Schedule I, has been 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.”
|
|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
This
Amendment amends and restates Item 3 of the Schedule 13D in its entirety as set forth below.
“The
information set forth in Item 6 hereof is hereby incorporated by reference into this Item 3.
In
connection with the closing of the transactions (the “Mergers”) contemplated by the transaction agreement, dated as
of November 9, 2015 (the “Transaction Agreement”), by and among TAL International Group, Inc., a Delaware corporation,
the Issuer, Triton Container International Limited, a Bermuda exempted company (“Triton”), Ocean Delaware Sub, Inc.,
a Delaware corporation and Ocean Bermuda Sub Limited, a Bermuda exempted company (which entity, along with Ocean Delaware Sub,
Inc., was merged out of existence upon the closing of the Mergers), on July 12, 2016, ICIL Triton Holdings, L.P., a Bermuda exempted
limited partnership (“ICIL-Triton”), received, in exchange for its 9,863,565.20 common shares of Triton, an aggregate
of 7,877,590 Common Shares.
On
February 27, 2017, those 7,877,590 Common Shares were transferred to BGL through a pro rata distribution to a wholly-owned subsidiary
of BGL and series of transactions among wholly-owned subsidiaries of BGL in reliance upon exemptions from registration under the
Securities Act of 1933, as amended.
On
October 5, 2018, BGL entered into a Share Purchase Agreement (the "Share Purchase Agreement") to purchase 337,000 Common
Shares at a price of $34.78 per share. The transaction was subject to certain closing conditions, including expiration or termination
of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which was terminated
on November 1, 2018. On November 1, 2018, all material conditions to closing of the Share Purchase Agreement were satisfied.”
|
Item
4.
|
Purpose
of Transaction.
|
This
Amendment amends and restates Item 4 of the Schedule 13D in its entirety as set forth below.
“The
information set forth in Items 3 and 6 hereof is hereby incorporated by reference into this Item 4.
The
Reporting Persons beneficially own the Common Shares as an investment. Subject to the terms of the Shareholders Agreement (as
defined and described further below), the Reporting Persons from time to time may decide to increase or decrease their investment
in the Issuer through transfers of Common Shares in open market or private transactions or otherwise. On October 16, 2019, BGL
sent a letter to the Issuer requesting that the Issuer agree to terminate the Shareholders Agreement. If the Shareholders Agreement
is terminated, certain restrictions on transfers of the Common Shares beneficially owned by the Reporting Persons, including with
respect to pledging the Common Shares, and registration rights with respect to the Common Shares will be terminated. The timing
and amount of any such pledge, increase or decrease may depend upon the price and trading volume of the Common Shares, subsequent
developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available
to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors the Reporting Persons
consider relevant.
Except
as set forth in this Statement, the Reporting Persons and, to the best knowledge of the Reporting Persons, any of the individuals
listed in Schedule I, have no present plans or proposals which would result in any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D; provided, that, the Reporting Persons may, at any time, review or reconsider their position with
respect to the Issuer and reserve the right to develop such plans or proposals.”
|
Item
5.
|
Interests
in Securities of the Issuer.
|
This
Amendment amends and restates Item 5 of the Schedule 13D in its entirety as set forth below.
“The
information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement and the information set forth or incorporated
in Items 2, 4 and 6 is incorporated by reference in its entirety into this Item 5.
(a) and
(b).
The
following disclosure assumes that there is a total of 73,880,901 Common Shares outstanding, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Commission on July 25, 2019.
Pursuant
to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own, in the aggregate, 8,280,590 Common Shares,
which constitutes approximately 11.2% of the outstanding Common Shares.
Except
as set forth in this Statement, to the knowledge of the Reporting Persons, none of the persons named in Schedule I beneficially
owns any Common Shares.
Pursuant
to Rule 13d-4 of the Act, BOPL herein states that this Schedule 13D shall not be deemed an admission that it is the beneficial
owner of any of the Common Shares of the Issuer reported in this Schedule 13D. BOPL disclaims beneficial ownership of the Common
Shares of the Issuer, except to the extent of its pecuniary interest in such Common Shares.
|
(c)
|
Except
as set forth in this Statement, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, none of the
persons named in Schedule I, has engaged in any transaction during the past 60 days in any Common Shares.
|
|
(d)
|
To
the best knowledge of the Reporting Persons, and other than as described herein, no one other than the Reporting Persons, or the
partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, Common Shares reported herein as beneficially owned by the Reporting Persons.
|
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:
October 18, 2019
BHARTI GLOBAL LIMITED
|
|
|
|
By:
|
/s/
Srikanth Balachandran
|
|
Name:
|
Srikanth Balachandran
|
|
Title:
|
Authorized Signatory
|
|
|
|
BHARTI OVERSEAS PRIVATE LIMITED
|
|
|
|
By:
|
/s/
Puneet Tandon
|
|
Name:
|
Puneet Tandon
|
|
Title:
|
Authorized Signatory
|
|
SCHEDULE I
CERTAIN
INFORMATION CONCERNING EXECUTIVE OFFICERS AND DIRECTORS OF THE REPORTING PERSONS
Bharti
Global Limited
|
1.
|
Mr.
Shravin Bharti Mittal
|
|
●
|
Residence/business
address: 53/54 Grosvenor Street, London, United Kingdom, W1K 3HU
|
|
●
|
Principal
occupation: Director of Bharti Global Limited
|
|
2.
|
Mr.
Srikanth Balachandran
|
|
●
|
Residence/business
address: 53/54 Grosvenor Street, London, United Kingdom, W1K 3HU
|
|
●
|
Principal
occupation: Director of Bharti Global Limited
|
|
3.
|
Ms.
Jantina Catharina Van De Vreede
|
|
●
|
Residence/business
address: Nicolaas Witsenkade 41B, Amsterdam, 1017 ZV, The Netherlands
|
|
●
|
Principal
occupation: Director of Bharti Global Limited
|
|
4.
|
Ms.
Eiesha Bharti Pasricha
|
|
●
|
Residence/business
address: 16 Pembridge Place, London, United Kingdom, W2 4XB
|
|
●
|
Principal
occupation: Director of Bharti Global Limited
|
Bharti
Overseas Private Limited
|
1.
|
Mr.
Rakesh Bharti Mittal
|
|
●
|
Residence/business
address: 4. Pearl lane, DLF Farms, Chattarpur, Delhi - 110074, India
|
|
●
|
Principal
occupation: Director of Bharti Overseas Private Limited
|
|
2.
|
Mr.
Sunil Bharti Mittal
|
|
●
|
Residence/business
address: 19 Amrita Shergil Marg, New Delhi -110003, India
|
|
●
|
Principal
occupation: Director of Bharti Overseas Private Limited
|
|
3.
|
Mr.
Rajan Bharti Mittal
|
|
●
|
Residence/business
address: E-9/17, Vasant Marg, Vasant Vihar, New Delhi-110057, India
|
|
●
|
Principal
occupation: Director of Bharti Overseas Private Limited
|
|
●
|
Residence/business
address: B-27 Maharani Bagh, New Delhi -110065, India
|
|
●
|
Principal
occupation: Director of Bharti Overseas Private Limited
|