Edgar Filing: Giant Interactive Group Inc.

Schedule 13D Amendment No. 2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 2)

Giant Interactive Group Inc.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

374511103**

(CUSIP Number)

Mark Beckett

Baring Private Equity Asia V Holding (12) Limited

1 Raffles Place

#29-02 One Raffles Place

Singapore 048616

(65) 6593-3710

with copies to:

Patrick Cordes

Baring Private Equity Asia Limited

3801 Two International Finance Centre

8 Finance Street

Central, Hong Kong

(Facsimile) (852) 2843-9372

Akiko Mikumo

Weil, Gotshal & Manges LLP

29/F, Alexandra House

18 Chater Road, Central

Hong Kong

(852) 3476-9000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 25, 2014

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 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.

**	CUSIP number of the American Depositary Shares, each representing one Ordinary Share.

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).

SCHEDULE 13D


CUSIP No. 374511103


1	Name of reporting person Baring Private Equity Asia V Holding (12) Limited
2	Check the appropriate box if a member of a group (a) x (b) ¨
3	SEC use only
4	Source of funds WC
5	Check box if disclosure of legal proceeding is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization British Virgin Islands
Number of shares beneficially owned by each reporting person with		7	Sole voting power 11,800,000¹
		8	Shared voting power 0
		9	Sole dispositive power 11,800,000¹
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 11,800,000 (see Item 5)
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.9%²
14	Type of reporting person (see instructions) CO

¹	All such shares are directly owned by Baring Private Equity Asia V Holding (12) Limited.

²	Based on 240,526,872 Ordinary Shares (as defined in Item 1) outstanding as of March 12, 2014.

SCHEDULE 13D


CUSIP No. 374511103


1	Name of reporting person The Baring Asia Private Equity Fund V, L.P.
2	Check the appropriate box if a member of a group (a) x (b) ¨
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceeding is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 11,800,000
		9	Sole dispositive power 0
		10	Shared dispositive power 11,800,000
11	Aggregate amount beneficially owned by each reporting person 11,800,000 (see Item 5)
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.9%¹
14	Type of reporting person (see instructions) PN

¹	Based on 240,526,872 Ordinary Shares (as defined in Item 1) outstanding as of March 12, 2014.

SCHEDULE 13D


CUSIP No. 374511103


1	Name of reporting person The Baring Asia Private Equity Fund V Co-Investment L.P.
2	Check the appropriate box if a member of a group (a) x (b) ¨
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceeding is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 11,800,000
		9	Sole dispositive power 0
		10	Shared dispositive power 11,800,000
11	Aggregate amount beneficially owned by each reporting person 11,800,000 (see Item 5)
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.9%¹
14	Type of reporting person (see instructions) PN

¹	Based on 240,526,872 Ordinary Shares (as defined in Item 1) outstanding as of March 12, 2014.

SCHEDULE 13D


CUSIP No. 374511103


1	Name of reporting person Baring Private Equity Asia GP V, L.P.
2	Check the appropriate box if a member of a group (a) x (b) ¨
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceeding is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 11,800,000
		9	Sole dispositive power 0
		10	Shared dispositive power 11,800,000
11	Aggregate amount beneficially owned by each reporting person 11,800,000 (see Item 5)
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.9%¹
14	Type of reporting person (see instructions) PN

¹	Based on 240,526,872 Ordinary Shares (as defined in Item 1) outstanding as of March 12, 2014.

SCHEDULE 13D


CUSIP No. 374511103


1	Name of reporting person Baring Private Equity Asia GP V Limited
2	Check the appropriate box if a member of a group (a) x (b) ¨
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceeding is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 11,800,000
		9	Sole dispositive power 0
		10	Shared dispositive power 11,800,000
11	Aggregate amount beneficially owned by each reporting person 11,800,000 (see Item 5)
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.9%¹
14	Type of reporting person (see instructions) CO

¹	Based on 240,526,872 Ordinary Shares (as defined in Item 1) outstanding as of March 12, 2014.

SCHEDULE 13D


CUSIP No. 374511103


1	Name of reporting person Jean Eric Salata
2	Check the appropriate box if a member of a group (a) x (b) ¨
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceeding is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Chile
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 11,800,000
		9	Sole dispositive power 0
		10	Shared dispositive power 11,800,000
11	Aggregate amount beneficially owned by each reporting person 11,800,000 (see Item 5)
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.9%¹
14	Type of reporting person (see instructions) IN

¹	Based on 240,526,872 Ordinary Shares (as defined in Item 1) outstanding as of March 12, 2014.

This Amendment No. 2 (this “Amendment”) is filed to amend and supplement the Schedule 13D filed by the Reporting Persons named therein with the Securities and Exchange Commission on December 3, 2013 (the “Original Schedule”), which Original Schedule was subsequently amended (the Original Schedule as amended by Amendment No. 1, the “Schedule 13D”), with respect to Giant Interactive Group Inc. (the “Issuer”). Except as specifically amended and supplemented by this Amendment, the Schedule 13D remains in full force and effect. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby supplemented by adding the following:

On April 25, 2014, Holdco, CDH Wealth Management Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“CDH Wealth Management”), Baring LP, Hony LP and Union Sky entered into an equity commitment agreement (the “Equity Commitment Agreement”) providing that, subject to the receipt of consents from the Issuer and the banks providing the debt financing for the Merger, a fund managed by CDH Wealth Management (the “CDH Fund”) will provide equity financing of US$150 million to Holdco to consummate the Merger. The aggregate amount of equity financing provided to Holdco by Baring LP, Hony LP and the CDH Fund will remain US$808.4 million and the amount of equity financing provided by Baring LP and Hony LP will be reduced accordingly. Each of Baring LP and Hony LP will remain committed to provide the amount of equity financing contemplated by its Equity Commitment Letter until the consents described above are received. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the Equity Commitment Agreement, a copy of which is filed as Exhibit 7.18 and which is incorporated herein by reference in its entirety.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby supplemented by adding the following:

Item 3 of this Amendment is incorporated herein by reference.

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

Item 6 of the Schedule 13D is hereby supplemented by adding the following:

Items 3 and 7 of this Amendment are incorporated herein by reference.

Item 7. Material to be Filed as Exhibits


Exhibit 7.18		Equity Commitment Agreement by and among Holdco, CDH Wealth Management, Baring LP, Hony LP and Union Sky, dated April 25, 2014.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: April 28, 2014


Baring Private Equity Asia V Holding (12) Limited

By:		/s/ Mark Beckett
Name:		Mark Beckett
Title:		Director

The Baring Asia Private Equity Fund V, L.P.

By:		Baring Private Equity Asia GP V, L.P.
		acting as its general partner

By:		Baring Private Equity Asia GP V Limited
		acting as its general partner

By:		/s/ Christian Wang Yuen
Name:		Christian Wang Yuen
Title:		Director

By:		/s/ Ramesh Awatarsing
Name:		Ramesh Awatarsing
Title:		Director

The Baring Asia Private Equity Fund V Co-Investment L.P.

By:		Baring Private Equity Asia GP V, L.P.
		acting as its general partner

By:		Baring Private Equity Asia GP V Limited
		acting as its general partner

By:		/s/ Christian Wang Yuen
Name:		Christian Wang Yuen
Title:		Director

By:		/s/ Ramesh Awatarsing
Name:		Ramesh Awatarsing
Title:		Director

Baring Private Equity Asia GP V, L.P.

By:		Baring Private Equity Asia GP V Limited
		acting as its general partner

By:		/s/ Christian Wang Yuen
Name:		Christian Wang Yuen
Title:		Director

By:		/s/ Ramesh Awatarsing
Name:		Ramesh Awatarsing
Title:		Director


Baring Private Equity Asia GP V Limited

By:		/s/ Christian Wang Yuen
Name:		Christian Wang Yuen
Title:		Director

By:		/s/ Ramesh Awatarsing
Name:		Ramesh Awatarsing
Title:		Director

/s/ Jean Eric Salata
Jean Eric Salata