STREAM GLOBAL SERVICES, INC.
|
(Name of Issuer)
|
Common Stock, par value $0.001 per share
|
(Title of class of securities)
|
378981104
|
(CUSIP number)
|
Roman A. Bejger, Esq.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
USA
(401) 751-1770
Solomon M. Hermosura
c/o Ayala Corporation
33/F Tower One & Exchange Plaza
Ayala Avenue
Makati City, Metro Manila, Philippines 1226
+63 (2) 916-5670
COPY TO:
Michael E. Weisser, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8249
|
(Name, address and telephone number of person authorized to receive notices and communications)
|
April 18, 2012
|
(Date of event which requires filing of this statement)
|
1.
|
NAME OF REPORTING PERSON: EGS DUTCHCO B.V.
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) X
(b) X
|
|||
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:
|
THE NETHERLANDS
|
|||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER:
|
-0-
|
||
8.
|
SHARED VOTING POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
9.
|
SOLE DISPOSITIVE POWER:
|
-0-
|
|||
10.
|
SHARED DISPOSITIVE POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
93.4% (1)
|
|||
14.
|
TYPE OF REPORTING PERSON:
|
HC
|
1.
|
NAME OF REPORTING PERSON: EGS LUXCO S.à.r.l.
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) X
(b) X
|
|||
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:
|
LUXEMBOURG
|
|||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER:
|
-0-
|
||
8.
|
SHARED VOTING POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
9.
|
SOLE DISPOSITIVE POWER:
|
-0-
|
|||
10.
|
SHARED DISPOSITIVE POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
93.4% (1)
|
|||
14.
|
TYPE OF REPORTING PERSON:
|
HC
|
1.
|
NAME OF REPORTING PERSON: PROVIDENCE EQUITY PARTNERS VI INTERNATIONAL L.P.
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) X
(b) X
|
|||
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:
|
CAYMAN ISLANDS
|
|||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER:
|
-0-
|
||
8.
|
SHARED VOTING POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
9.
|
SOLE DISPOSITIVE POWER:
|
-0-
|
|||
10.
|
SHARED DISPOSITIVE POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
93.4% (1)
|
|||
14.
|
TYPE OF REPORTING PERSON:
|
PN
|
1.
|
NAME OF REPORTING PERSON: PROVIDENCE EQUITY GP VI INTERNATIONAL L.P.
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) X
(b) X
|
|||
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:
|
CAYMAN ISLANDS
|
|||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER:
|
-0-
|
||
8.
|
SHARED VOTING POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
9.
|
SOLE DISPOSITIVE POWER:
|
-0-
|
|||
10.
|
SHARED DISPOSITIVE POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
93.4% (1)
|
|||
14.
|
TYPE OF REPORTING PERSON:
|
PN
|
1.
|
NAME OF REPORTING PERSON: PEP VI INTERNATIONAL LTD.
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) X
(b) X
|
|||
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:
|
CAYMAN ISLANDS
|
|||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER:
|
-0-
|
||
8.
|
SHARED VOTING POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
9.
|
SOLE DISPOSITIVE POWER:
|
-0-
|
|||
10.
|
SHARED DISPOSITIVE POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
93.4% (1)
|
|||
14.
|
TYPE OF REPORTING PERSON:
|
PN
|
1.
|
NAME OF REPORTING PERSON: AYALA CORPORATION
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) X
(b) X
|
|||
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:
|
REPUBLIC OF THE PHILIPPINES
|
|||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER:
|
-0-
|
||
8.
|
SHARED VOTING POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
9.
|
SOLE DISPOSITIVE POWER:
|
-0-
|
|||
10.
|
SHARED DISPOSITIVE POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
93.4% (1)
|
|||
14.
|
TYPE OF REPORTING PERSON:
|
HC
|
1.
|
NAME OF REPORTING PERSON: AZALEA INTERNATIONAL VENTURE PARTNERS LIMITED
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) X
(b) X
|
|||
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:
|
BRITISH VIRGIN ISLANDS
|
|||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER:
|
-0- (See Item 5)
|
||
8.
|
SHARED VOTING POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
9.
|
SOLE DISPOSITIVE POWER:
|
-0-
|
|||
10.
|
SHARED DISPOSITIVE POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
93.4% (1)
|
|||
14.
|
TYPE OF REPORTING PERSON:
|
HC
|
1.
|
NAME OF REPORTING PERSON: LIVEIT INVESTMENTS LIMITED
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) X
(b) X
|
|||
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:
|
BRITISH VIRGIN ISLANDS
|
|||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER:
|
-0-
|
||
8.
|
SHARED VOTING POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
9.
|
SOLE DISPOSITIVE POWER:
|
-0-
|
|||
10.
|
SHARED DISPOSITIVE POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
93.4% (1)
|
|||
14.
|
TYPE OF REPORTING PERSON:
|
HC
|
1.
|
NAME OF REPORTING PERSON: NEWBRIDGE INTERNATIONAL INVESTMENTS LTD.
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) X
(b) X
|
|||
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:
|
BRITISH VIRGIN ISLANDS
|
|||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER:
|
-0-
|
||
8.
|
SHARED VOTING POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
9.
|
SOLE DISPOSITIVE POWER:
|
-0-
|
|||
10.
|
SHARED DISPOSITIVE POWER:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
71,011,280 (1)
(See Items 4, 5 and 6)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
93.4% (1)
|
|||
14.
|
TYPE OF REPORTING PERSON:
|
HC
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Exhibit No.
|
Description
|
Location
|
||
Exhibit 13
|
Contribution and Exchange Agreement, dated as of April 18, 2012, by and among SGS Holdings LLC, G. Drew Conway and Paul G. Joubert.
|
Incorporated by reference to Exhibit 8 to Amendment No. 2 to the statement on Schedule 13D filed by SGS Holdings LLC and the Rollover Directors with the Commission on April 18, 2012.
|
EGS DUTCHCO B.V.
|
|||
|
By:
|
/s/ Siniša Krnic | |
Name: |
Siniša Krnic
|
||
Title: |
Director
|
||
EGS LUXCO S.À.R.L.
|
|||
|
By:
|
/s/ Siniša Krnic | |
Name: |
Siniša Krnic
|
||
Title: |
Manager
|
||
PROVIDENCE EQUITY PARTNERS VI INTERNATIONAL L.P.
By: Providence Equity GP VI International L.P., its sole general partner
By: PEP VI International Ltd., its sole general partner
|
|||
|
By:
|
/s/ Robert S. Hull | |
Name: |
Robert S. Hull
|
||
Title: |
Secretary, Treasurer and Chief Financial Officer
|
||
PROVIDENCE EQUITY GP VI INTERNATIONAL L.P.
By: PEP VI International Ltd., its sole general partner
|
|||
|
By:
|
/s/ Robert S. Hull | |
Name: |
Robert S. Hull
|
||
Title: |
Secretary, Treasurer and Chief Financial Officer
|
||
PEP VI INTERNATIONAL LTD.
|
|||
|
By:
|
/s/ Robert S. Hull | |
Name: |
Robert S. Hull
|
||
Title: |
Secretary, Treasurer and Chief Financial Officer
|
||
AYALA CORPORATION
|
|||
|
By:
|
/s/ Delfin Gonzalez Jr. | |
Name: |
Delfin Gonzalez Jr.
|
||
Title: |
Managing Director
|
||
|
By:
|
/s/ Solomon M. Hermosura | |
Name: |
Solomon M. Hermosura
|
||
Title: |
Managing Director
|
||
AZALEA INTERNATIONAL VENTURE PARTNERS LIMITED
|
|||
|
By:
|
/s/ Delfin Gonzalez Jr. | |
Name: |
Delfin Gonzalez Jr.
|
||
Title: |
Authorized Signatory
|
||
LIVEIT INVESTMENTS LIMITED
|
|||
|
By:
|
/s/ Alfredo I. Ayala | |
Name: |
Alfredo I. Ayala
|
||
Title: |
Chief Executive Officer
|
||
NEWBRIDGE INTERNATIONAL INVESTMENT LTD.
|
|||
|
By:
|
/s/ Alfredo I. Ayala | |
Name: |
Alfredo I. Ayala
|
||
Title: |
Director
|
||
Exhibit No.
|
Description
|
Location
|
Exhibit 13
|
Contribution and Exchange Agreement, dated as of April 18, 2012, by and among SGS Holdings LLC, G. Drew Conway and Paul G. Joubert.
|
Incorporated by reference to Exhibit 8 to Amendment No. 2 to the statement on Schedule 13D filed by SGS Holdings LLC and the Rollover Directors with the Commission on April 18, 2012.
|