Tarena International’s Buyout by Kidedu Holdings Limited

Paul, Weiss represented KKR as a rollover shareholder in Tarena International, Inc.’s buyout by Kidedu Holdings Limited. Appleby’s Hong Kong office acted as Cayman Islands and BVI counsel to Ascendent Capital Partners, a consortium member. Morrison & Foerster LLP represented Ascendent Capital Partners.

Tarena is a leading provider of adult professional education and K-12 education services in China. Tarena will merge with a wholly owned Kidedu subsidiary, Kidarena Merger Sub. Upon the completion of the transaction, Tarena will become a privately held company wholly owned by Kidedu with an equity value of approximately $230.6 million.

Under the terms of the transaction, a consortium of shareholders including a KKR affiliate; Tarena’s founder and board chairman Shaoyun Han; and two other affiliates, will roll over all their shares in Tarena in exchange for $4.00 in cash per American depository share without interest. The merger consideration will be funded through cash contribution by Ascendent Capital Partners III, L.P. The transaction is expected to close during the third quarter of 2021, subject to customary closing conditions and regulatory approvals.

The Paul, Weiss team advising KKR included corporate partners Judie Ng Shortell (Picture), Raphael Russo, Greg Liu and Tong Yu, and counsel Chikara Momota; and litigation partner Andrew Gordon.

The Appleby team was led by Partner David Bulley, Relationship Partner for ACP and Head of Asia Private Equity, M&A and Corporate Restructuring in Appleby’s Hong Kong office, with assistance from Legal Manager Alejandra Gonzalez-Saucedo.

The MoFo team is being led by Marcia Ellis, Hong Kong partner and global chair of the firm’s Private Equity Group, and Shanghai M&A/PE partner Ruomu Li. Key members of the M&A team include Sarah Luo, Ziqi Qi, Julia Lee, Vivien Chiu, and Huijun Zhang. Hong Kong managing partner and head of litigation Timothy Blakely has advised on the relevant FCPA and other compliance matters, while Hong Kong Tax partner Matthew Lau has advised on the tax aspects and San Francisco corporate partner Michael O’Bryan on the U.S. securities law issues.

Involved fees earner: David Bulley – Appleby; Tim Blakely – Morrison & Foerster; Marcia Ellis – Morrison & Foerster; Matthew Lau – Morrison & Foerster; Julia Lee – Morrison & Foerster; Ruomu Li – Morrison & Foerster; Sarah Zengliang Luo – Morrison & Foerster; Michael O’Bryan – Morrison & Foerster; Huijun Zhang – Morrison & Foerster; Andrew Gordon – Paul Weiss Rifkind Wharton & Garrison; Xiaoyu Greg Liu – Paul Weiss Rifkind Wharton & Garrison; Chikara Momota – Paul Weiss Rifkind Wharton & Garrison; Judie Ng Shortell – Paul Weiss Rifkind Wharton & Garrison; Raphael Russo – Paul Weiss Rifkind Wharton & Garrison; Tong Yu – Paul Weiss Rifkind Wharton & Garrison;

Law Firms: Appleby; Morrison & Foerster; Paul Weiss Rifkind Wharton & Garrison;

Clients: Ascendent Capital Partners; KKR;

Author: Martina Bellini