SRT StarTek Inc

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

 

SCHEDULE 13E-3

 

(Amendment No. 4) 

(Rule 13E-100) 

RULE 13e-3 TRANSACTION STATEMENT 

UNDER SECTION 13(e) OF 

THE SECURITIES EXCHANGE ACT OF 1934

 

STARTEK, INC. 

(Name of the Issuer)

 

CSP Management II Limited

CSP Alpha Holdings Limited

 

(Names of Persons Filing Statement)

 

Common Stock, par value $0.01 per share 

(Title of Class of Securities) 

85569C107 

(CUSIP Number of Class of Securities)

 

 

(Name, Address and Telephone Numbers of Person Authorized to Receive Notices 

and Communications on Behalf of the Persons Filing Statement)

 

With copies to

 

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THIS TRANSACTION, PASSED ON THE MERITS OR THE FAIRNESS OF THE TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

This statement is filed in connection with (check the appropriate box):

 

 

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

 

Check the following box if the filing is a final amendment reporting the results of the transaction: ☒

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 INTRODUCTION

 

This Amendment No. 4 (this “Final Amendment”) to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (as originally filed on November 3, 2023, and subsequently amended by Amendment No. 1 filed on December 4, 2023, Amendment No. 2 filed on December 8, 2023 and Amendment No. 3 filed on December 13, 2023, and as amended hereby, together with all exhibits thereto and hereto (the “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Exchange Act by (a) StarTek, Inc., a Delaware corporation (“StarTek” or the “Company”), the issuer of the shares of common stock, par value $0.01 per share (the “Common Stock”), that are the subject of the Rule 13e-3 transaction; (b) CSP Management II Limited, an exempted limited company formed under the laws of the Cayman Islands; (c) Stockholm Parent, LLC, a Delaware limited liability company (“Parent”); (d) CSP Management Limited, an exempted limited company formed under the laws of the Cayman Islands; (e) CSP Alpha Co-Invest GP Limited, an exempted limited company formed under the laws of the Cayman Islands; (f) CSP EAF I GP Limited, an exempted limited company formed under the laws of the Cayman Islands; (g) CSP Emerging Asia Fund I LP, a limited partnership formed under the laws of the Cayman Islands; (h) CSP Victory Limited, an exempted limited company formed under the laws of the Cayman Islands (“CSP Victory Limited”); (i) CSP Alpha Co-Invest LP, a limited partnership formed under the laws of the Cayman Islands; (j) CSP Alpha GP Limited, an exempted limited company formed under the laws of the Cayman Islands; (k) CSP Alpha Investment LP, a limited partnership formed under the laws of the Cayman Islands; (l) CSP Alpha Holdings Parent Pte Ltd, a private limited company formed under the laws of Singapore (“CSP Alpha Parent” and, together with CSP Victory Limited, the “Sponsor”)); (m) Mukesh Sharda, a natural person; (n) Bharat Rao, a natural person; (o) Sanjay Chakrabarty, a natural person; (p) Rajeev Srivastava, a natural person; (q) Capital Square Partners Pte Ltd, a private limited company formed under the laws of Singapore; (r) CSP EAF II GP Limited, a limited partnership formed under the laws of the Cayman Islands; (s) CSP Fund II LP, an exempted limited partnership formed under the laws of the Cayman Islands (the “Fund”); and (t) CSP Alpha Holdings Limited, an exempted limited company formed under the laws of the Cayman Islands. Collectively, the persons filing this Final Amendment are referred to as the “filing persons.”

The Transaction Statement, including this Final Amendment, relates to the Agreement and Plan of Merger, dated October 10, 2023 (the “Merger Agreement”), by and among StarTek, Parent and Stockholm Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on January 5, 2024, Merger Sub merged with and into StarTek, with StarTek continuing as the surviving corporation (the “Surviving Corporation”) and as a subsidiary of Parent (the “Merger”). As a result of the Merger, Merger Sub ceased to exist as an independent entity and, therefore, is no longer a filing person.

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) under the Exchange Act to report the results of the Merger and to reflect certain updates as detailed below. Except as otherwise set forth herein, the information set forth in the Transaction Statement remains unchanged and is incorporated by reference into this Final Amendment.

On December 13, 2023, the Company filed a definitive information statement (the “Information Statement”) under Section 14(c) of the Exchange Act relating to the Merger Agreement and transactions contemplated thereby, including the Merger, and the accompanying Amendment No. 3 to the Rule-3 Transaction Statement on Schedule 13E-3. A copy of the Information Statement is attached hereto as Exhibit (a)(1) and a copy of the Merger Agreement is attached as Annex A to the Information Statement. Capitalized terms used but not defined in this Final Amendment have the meaning ascribed to such terms in the Information Statement.

Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Information Statement, including all annexes thereto, is expressly incorporated herein by reference in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Information Statement and the annexes thereto.

 

All information contained in this Final Amendment, including the Transaction Statement incorporated herein by reference, concerning any of the filing persons has been provided by such filing person and no filing person has produced any disclosure with respect to any other filing persons.

 

ITEM 15. ADDITIONAL INFORMATION

 

(c)          Other Material Information. Item 15(c) is hereby amended and supplemented by adding the following language:

 

On January 5, 2024, the Company and Parent filed a Certificate of Merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”), pursuant to which the Merger became effective (such time, the “Effective Time”). As a result of the Merger, the Company became a subsidiary of Parent.

 

At the Effective Time, pursuant to the terms of, and subject to the conditions set forth in, the Merger Agreement, each share of Common Stock issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive $4.30 per share in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”). However, the Merger Consideration was not paid in respect of shares held by (i) the Company, Parent, Merger Sub or any of their respective subsidiaries and (ii) shareholders of the Company who properly exercised their dissenters’ rights under Delaware law.

 

Additionally, immediately prior to the Effective Time:

 

 

Prior to the opening of trading on January 5, 2024, the Company notified the New York Stock Exchange (the “NYSE”) that the Merger had been completed and that the Certificate of Merger had been filed, and requested that the NYSE suspend trading of Common Stock on the NYSE prior to the opening of trading on January 5, 2024. The Company also requested that the NYSE file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all shares of Common Stock from the NYSE and deregistration of such shares under Section 12(b) of the Exchange Act. As a result, shares of Common Stock will no longer be listed on the NYSE.

 

In addition, the Company intends to file a certification on Form 15 with the SEC requesting the termination of registration of all shares of Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 13 of the Exchange Act with respect to all shares of Common Stock.

 

On January 5, 2024, the Company issued a press release announcing the closing of the Merger. The press release is attached as Exhibit 99.1 to the Form 8-K, and is incorporated by reference herein as Exhibit (a)(3).

ITEM 16. EXHIBITS

 

 

 

 

* Previously filed.

SIGNATURES

 

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated as of January 5, 2024

 

 

 

 

 

 

 

 

 

 

 

 

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