Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
StarTek, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
85569C107
(CUSIP Number)
CSP Alpha Holdings Parent Pte Ltd
160 Robinson Road, #10-01, SBF Center
Singapore, 068914
Attn: Sanjay Chakrabarty
Mukesh Sharda
(65) 6202-4734
with a copy to:
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
Attn: Scott Petepiece
Roger Morscheiser
+1 (212) 848-4000
(Name, Address
and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 17, 2022
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 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.
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/A
| CUSIP No. 85569C107 | Page 2 of 10 Pages |
| (1) |
Names of Reporting Persons CSP Alpha Holdings Parent Pte Ltd | |||
| (2) |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) | |||
| (3) | SEC Use Only | |||
| (4) |
Source of Funds (See Instructions) OO, WC | |||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | |||
| (6) |
Citizenship or Place of Organization Singapore | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (7) |
Sole Voting Power 0 | ||
| (8) |
Shared Voting Power 21,028,218 | |||
| (9) |
Sole Dispositive Power 0 | |||
| (10) |
Shared Dispositive Power 21,028,218 | |||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person 21,028,218 | |||
| (12) | Check Box if Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | |||
| (13) |
Percent of Class Represented by Amount in Row (11) 52.2% | |||
| (14) |
Type of Reporting Person (See Instructions) CO | |||
| CUSIP No. 85569C107 | Page 3 of 10 Pages |
| (1) |
Names of Reporting Persons CSP Alpha Investment LP | |||
| (2) |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) | |||
| (3) | SEC Use Only | |||
| (4) |
Source of Funds (See Instructions) OO, WC | |||
| (5) | Check Box if Disclosure of Legal Proceedings 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 21,028,218 | |||
| (9) |
Sole Dispositive Power 0 | |||
| (10) |
Shared Dispositive Power 21,028,218 | |||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person 21,028,218 | |||
| (12) | Check Box if Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | |||
| (13) |
Percent of Class Represented by Amount in Row (11) 52.2% | |||
| (14) |
Type of Reporting Person (See Instructions) PN | |||
| CUSIP No. 85569C107 | Page 4 of 10 Pages |
| (1) |
Names of Reporting Persons CSP Alpha GP Limited | |||
| (2) |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) | |||
| (3) | SEC Use Only | |||
| (4) |
Source of Funds (See Instructions) OO, WC | |||
| (5) | Check Box if Disclosure of Legal Proceedings 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 21,028,218 | |||
| (9) |
Sole Dispositive Power 0 | |||
| (10) |
Shared Dispositive Power 21,028,218 | |||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person 21,028,218 | |||
| (12) | Check Box if Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | |||
| (13) |
Percent of Class Represented by Amount in Row (11) 52.2% | |||
| (14) |
Type of Reporting Person (See Instructions) CO | |||
| CUSIP No. 85569C107 | Page 5 of 10 Pages |
| (1) |
Names of Reporting Persons CSP Victory Limited | |||
| (2) |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) | |||
| (3) | SEC Use Only | |||
| (4) |
Source of Funds (See Instructions) OO, WC | |||
| (5) | Check Box if Disclosure of Legal Proceedings 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 1,540,041 | |||
| (9) |
Sole Dispositive Power 0 | |||
| (10) |
Shared Dispositive Power 1,540,041 | |||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person 1,540,041 | |||
| (12) | Check Box if Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | |||
| (13) |
Percent of Class Represented by Amount in Row (11) 3.8% | |||
| (14) |
Type of Reporting Person (See Instructions) CO | |||
| CUSIP No. 85569C107 | Page 6 of 10 Pages |
| (1) |
Names of Reporting Persons CSP Management Limited | |||
| (2) |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) | |||
| (3) | SEC Use Only | |||
| (4) |
Source of Funds (See Instructions) OO, WC | |||
| (5) | Check Box if Disclosure of Legal Proceedings 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 22,568,259 | |||
| (9) |
Sole Dispositive Power 0 | |||
| (10) |
Shared Dispositive Power 22,568,259 | |||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person 22,568,259 | |||
| (12) | Check Box if Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | |||
| (13) |
Percent of Class Represented by Amount in Row (11) 56.0% | |||
| (14) |
Type of Reporting Person (See Instructions) CO | |||
EXPLANATORY NOTE
This Amendment No. 4 (this “Amendment”) is being jointly filed on behalf of: (a) CSP Alpha Holdings Parent Pte Ltd, a private limited company formed under the laws of Singapore; (b) CSP Alpha Investment LP, a limited partnership formed under the laws of the Cayman Islands; (c) CSP Alpha GP Limited, an exempted limited company formed under the laws of the Cayman Islands; (d) CSP Victory Limited, an exempted limited company formed under the laws of the Cayman Islands; and (e) CSP Management Limited, an exempted limited company formed under the laws of the Cayman Islands (collectively, the “Reporting Persons,” and each a “Reporting Person”), and amends the Statement on Schedule 13D filed on March 23, 2018 (the “Initial Schedule”), as amended by Amendment No. 1 thereto filed on July 23, 2018 (“Amendment No. 1”), as further amended by Amendment No. 2 thereto filed on July 14, 2020 (“Amendment No. 2”), as further amended by Amendment No. 3 thereto filed on December 20, 2021 (“Amendment No. 3, collectively with the Initial Schedule, Amendment No. 1, Amendment No. 2 and this Amendment, the “Schedule 13D”), which relates to the shares of common stock (the “StarTek Common Stock”), par value $0.01 per share of StarTek, Inc., a Delaware corporation (the “Issuer”).
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is hereby supplemented and amended to add the information contained in Item 4 of this Amendment, which is incorporated by reference into this Item 3 as if fully set forth herein.
Item 4. Purpose of Transaction.
Item 4 of Schedule 13D is hereby supplemented and amended to add the following:
On June 17, 2022, Capital Square Partners Management Pte Ltd (“CSP”), an affiliate of the Reporting Persons, certified to the Special Committee of the Board of Directors of the Issuer (the “Special Committee”) that CSP or its affiliates have an aggregate of US$20 million of available cash and/or unfunded capital commitments, all of which is available to be applied as equity financing of the previously disclosed preliminary non-binding proposal submitted by the Reporting Persons to the board of directors of the Issuer (the “Proposal”) to acquire all of the shares of StarTek Common Stock not beneficially owned by the Reporting Persons for a cash consideration of US$5.40 per share (the “Proposed Transaction”). The Reporting Persons believe that the Proposed Transaction and all related costs and expenses will be funded by such US$20 million of equity financing, with the balance to be funded by debt financing. The Reporting Persons remain confident that they will be able to obtain the requisite debt financing so that they would be able to consummate the Proposed Transaction and pay all related costs and expenses. In response to requests from the Special Committee, the Reporting Persons have been keeping the Special Committee updated, and intend to continue to keep the Special Committee updated, about the progress of the Reporting Persons in arranging for the necessary financing for the Proposed Transaction. The Reporting Persons are working closely with the financial institutions, with which they have key relationships, to provide such necessary debt financing for the Proposed Transaction. These financial institutions have preliminarily indicated to the Reporting Persons that, in approximately five to seven weeks’ time and subject to market conditions, they will know whether they are in a position to commit to providing such necessary debt financing. Any commitment to provide such necessary debt financing for the Proposed Transaction would be subject to the negotiation of definitive agreements on terms acceptable to the Reporting Persons.
There can be no assurance that a definitive agreement with respect to the Proposed Transaction will be executed or, if executed, whether the Proposed Transaction will be consummated. The Proposal and the Schedule 13D do not constitute a binding offer or agreement or an agreement to make a binding offer, and do not contain all matters upon which agreement must be reached in order to enter into or consummate the Proposed Transaction, nor do they create any binding rights or obligations in favor of any person. A binding commitment will result only from the execution of a definitive agreement and will be on the terms and conditions provided in the definitive agreement. As previously stated in the Proposal, the Reporting Persons are interested only in pursuing the Proposed Transaction and do not intend to sell CSP’s stake in StarTek to any third party.
| 7 |
Item 5. Interest in Securities of the Issuer.
Item 5 of Schedule 13D is hereby amended and restated as follows:
The responses of the Reporting Persons to rows (7) through (13) of the cover page to this Amend ment are incorporated by reference in this Item 5 as if fully set forth herein.
(a)-(b) The aggregate number and percentage of shares of StarTek Common Stock beneficially owned by the Reporting Persons is 22,568,259, constituting approximately 56.0% of the outstanding shares of StarTek Common Stock. This percentage is based on an aggregate of 40,296,021 shares of StarTek Common Stock outstanding as of April 28, 2022, as provided by the Issuer in the Quarterly Report on Form 10-Q filed on May 9, 2022.
The Reporting Persons have shared voting and dispositive power with regard to the 22,568,259 shares. Other than the shared voting and dispositive power of the shares of StarTek Common Stock as set forth in this Schedule 13D, the Reporting Persons have not acquired and do not beneficially own any shares of StarTek Common Stock.
Except as set forth in this Schedule 13D, neither the Reporting Persons nor, to the best of the individual and collective knowledge of the Reporting Persons, any of the persons listed in Annex A beneficially own any shares of StarTek Common Stock, have the right to acquire any shares of StarTek Common Stock, have any power to vote or direct the vote of any shares of StarTek Common Stock, or have any power to dispose or direct the disposition of any shares of StarTek Common Stock; provided that Advance Crest Investments Limited, an entity controlled by Bharat Rao and Mukesh Sharda (each of whom are persons listed in Annex A), is the beneficial owner of 274,064 shares of StarTek Common Stock. The Reporting Persons expressly disclaim beneficial ownership of any shares of StarTek Common Stock owned by Advance Crest Investments Limited.
(c) Except as set forth in this Schedule 13D, neither the Reporting Persons nor, to the best of the individual and collective knowledge of the Reporting Persons, any of the persons listed in Annex A have effected any transactions in the shares of StarTek Common Stock during the past sixty (60) days.
(d) No person 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 the StarTek Common Stock held by the Reporting Persons other than each of the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of Schedule 13D is hereby supplemented and amended to add the information contained in Item 3 and Item 4 of this Amendment, which is incorporated by reference into this Item 6 as if fully set forth herein.
Item 7. Material to be Filed as Exhibits.
Item 7 of Schedule 13D is supplemented and amended to add the following exhibits:
| Exhibit No. | Description | |
| Exhibit 99.1 | Joint Filing Agreement, dated as of June 21, 2022, by and among the Reporting Persons |
| 8 |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| DATED: June 21, 2022 | CSP ALPHA HOLDINGS PARENT PTE LTD |
| By: | /s/ Sanjay Chakrabarty | |
| Sanjay Chakrabarty Director |
| By: | /s/ Mukesh Sharda | |
| Mukesh Sharda Director |
CSP ALPHA INVESTMENT LP
By: CSP Alpha GP Limited, its General Partner
| By: | /s/ Sanjay Chakrabarty | |
| Sanjay Chakrabarty Director |
| By: | /s/ Mukesh Sharda | |
| Mukesh Sharda Director |
CSP ALPHA GP LIMITED
| By: | /s/ Sanjay Chakrabarty | |
| Sanjay Chakrabarty Director |
| By: | /s/ Mukesh Sharda | |
| Mukesh Sharda Director |
CSP VICTORY LIMITED
| By: | /s/ Sanjay Chakrabarty | |
| Sanjay Chakrabarty Director |
| By: | /s/ Mukesh Sharda | |
| Mukesh Sharda Director |
[Signature Page to Amendment No. 4 to Schedule 13D]
CSP MANAGEMENT LIMITED
| By: | /s/ Sanjay Chakrabarty | |
| Sanjay Chakrabarty Director |
| By: | /s/ Mukesh Sharda | |
| Mukesh Sharda Director |
[Signature Page to Amendment No. 4 to Schedule 13D]