SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ExlService Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
302081104
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
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*
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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 the disclosures provided in a prior cover page.
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The information required in 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).
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CUSIP No. 302081104
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SCHEDULE 13G |
Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oak Hill Capital Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
5,403,942
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
5,403,942
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,403,942
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.3%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 302081104
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SCHEDULE 13G |
Page 3 of 9 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oak Hill Capital Management Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
138,562
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
138,562
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,562
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 302081104
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SCHEDULE 13G |
Page 4 of 9 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OHCP GenPar, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
5,542,504
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
5,542,504
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,542,504
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.7%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 302081104
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SCHEDULE 13G |
Page 5 of 9 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OHCP MGP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
5,542,504
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
5,542,504
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,542,504
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.7%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 302081104
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SCHEDULE 13G |
Page 6 of 9 Pages
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Item 1(a).
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Name of Issuer:
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ExlService Holdings, Inc.
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Item1(b).
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Address of Issuer’s Principal Executive Offices:
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280 Park Avenue
New York, New York 10017
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Item 2(a).
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Name of Persons Filing:
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Oak Hill Capital Partners, L.P. (“OHCP”);
Oak Hill Capital Management Partners, L.P. (“OHCMP”);
OHCP GenPar, L.P. (“OHCP GenPar”); and
OHCP MGP, LLC (“OHCP MGP” and together with OHCP, OHCMP and OHCP GenPar, the “Reporting Persons”).
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence of each Reporting Person:
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201 Main Street
Suite 1018
Fort Worth, TX 76102
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Item 2(c).
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Citizenship:
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OHCP - Delaware
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OHCMP - Delaware
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OHCP GenPar - Delaware
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OHCP MGP - Delaware
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.001 per share (the “Common Stock”)
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Item 2(e).
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CUSIP Number:
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302081104
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CUSIP No. 302081104
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SCHEDULE 13G |
Page 7 of 9 Pages
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Item 3.
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This Schedule 13G Statement is not being filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c).
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Item 4.
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Ownership
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OHCP
OHCP beneficially owns an aggregate of 5,403,942 shares of Common Stock, which represents approximately 17.3% of the issued and outstanding shares of Common Stock. OHCP has the sole power to vote or direct the vote of 5,403,942 shares of Common Stock and the sole power to dispose or to direct the disposition of 5,403,942 shares of Common Stock.
OHCMP
OHCMP beneficially owns an aggregate of 138,562 shares of Common Stock, which represents approximately 0.4% of the issued and outstanding shares of Common Stock. OHCMP has the sole power to vote or direct the vote of 138,562 shares of Common Stock and the sole power to dispose or to direct the disposition of 138,562 shares of Common Stock.
OHCP GenPar
OHCP GenPar is the sole general partner of both OHCP and OHCMP. As the sole general partner of OHCP and OHCMP, OHCP GenPar beneficially owns an aggregate of 5,542,504 shares of Common Stock, which represents approximately 17.7% of the issued and outstanding shares of Common Stock. As the sole general partner of OHCP and OHCMP, OHCP GenPar has the sole power to vote or direct the vote of 5,542,504 shares of Common Stock and the sole power to dispose or to direct the disposition of 5,542,504 shares of Common Stock.
OHCP MGP
OHCP MGP is the sole general partner of OHCP GenPar. As the sole general partner of OHCP GenPar, OHCP MGP may be deemed to beneficially own an aggregate of 5,542,504 shares of Common Stock, which represents approximately 17.7% of the issued and outstanding shares of Common Stock. As the sole general partner of OHCP GenPar, OHCP MGP may be deemed to have the sole power to vote or direct the vote of 5,542,504 shares of Common Stock and the sole power to dispose or to direct the disposition of 5,542,504 shares of Common Stock.
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CUSIP No. 302081104
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SCHEDULE 13G |
Page 8 of 9 Pages
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certifications
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Not Applicable
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CUSIP No. 302081104
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SCHEDULE 13G |
Page 9 of 9 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 25, 2012
| OAK HILL CAPITAL PARTNERS, L.P. | ||||||
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By:
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OHCP GenPar, L.P., its General Partner
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| By: |
OHCP MGP, LLC, its General Partner
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| By: | /s/ John R. Monsky | |||||
| Name: John R. Monsky | ||||||
| Title: Vice President | ||||||
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OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.
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By:
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OHCP GenPar, L.P., its General Partner | |||||
| By: |
OHCP MGP, LLC, its General Partner
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| By: | /s/ John R. Monsky | |||||
| Name: John R. Monsky | ||||||
| Title: Vice President | ||||||
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OHCP GENPAR, L.P.
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By:
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OHCP MGP, LLC, its General Partner
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| By: | /s/ John R. Monsky | |||||
| Name: John R. Monsky | ||||||
| Title: Vice President | ||||||
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OHCP MGP, LLC
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| By: | /s/ John R. Monsky | |||||
| Name: John R. Monsky | ||||||
| Title: Vice President | ||||||
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EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of ExlService Holdings, Inc.
The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on January 25, 2012.
| OAK HILL CAPITAL PARTNERS, L.P. | ||||||
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By:
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OHCP GenPar, L.P., its General Partner
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| By: |
OHCP MGP, LLC, its General Partner
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| By: | /s/ John R. Monsky | |||||
| Name: John R. Monsky | ||||||
| Title: Vice President | ||||||
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OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.
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By:
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OHCP GenPar, L.P., its General Partner | |||||
| By: |
OHCP MGP, LLC, its General Partner
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| By: | /s/ John R. Monsky | |||||
| Name: John R. Monsky | ||||||
| Title: Vice President | ||||||
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OHCP GENPAR, L.P.
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By:
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OHCP MGP, LLC, its General Partner
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| By: | /s/ John R. Monsky | |||||
| Name: John R. Monsky | ||||||
| Title: Vice President | ||||||
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OHCP MGP, LLC
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| By: | /s/ John R. Monsky | |||||
| Name: John R. Monsky | ||||||
| Title: Vice President | ||||||
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