SEC Form SC 13E3/A filed by AgroFresh Solutions Inc. (Amendment)
AgroFresh Solutions, Inc.
One Washington Square
510-530 Walnut Street, Suite 1350
Philadelphia, PA 19106
(267) 317-9139
Attn: Thomas Ermi
|
Project Cloud Holdings, LLC
Paine Schwartz Food Chain Fund V, L.P.
Paine Schwartz Food Chain Fund V GP, L.P.
Paine Schwartz Food Chain Fund V GP, Ltd.
Paine Schwartz Food Chain Fund VI, L.P.
PSP AGFS Holdings, L.P.
Paine Schwartz Partners, LLC
c/o Paine Schwartz Partners, LLC
475 Fifth Avenue, 17th Floor
New York, NY 10017
(212) 379-7200
Attn: Kevin Schwartz & Alexander Corbacho
|
Morrison & Foerster LLP
250 West 55th Street
New York, NY 10019
(212) 468-8000
Attn: Mitchell S. Presser & Omar E. Pringle
|
Kirkland & Ellis LLP
300 N. LaSalle Street
Chicago, IL 60654
(312) 862-2000
Attn: Corey D. Fox, P.C. & Peter Stach
|
|
Morris, Nichols, Arsht & Tunnell LLP
1201 N. Market Street
Wilmington, DE 19801
(302) 351-9169
Attn: Eric Klinger-Wilensky
|
a. |
☒ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
b. |
☐ | The filing of a registration statement under the Securities Act of 1933. |
c. |
☐ | A tender offer. |
d. |
☐ | None of the above. |
Item 10. |
Source and Amounts of Funds or Other Consideration
|
Item 15. |
Additional Information
|
(i) |
Each share of the Company’s common stock, par value $0.0001 per share (“Company common stock”) issued and outstanding immediately prior to the Effective Time (other than (1) shares of Company common stock
owned by the Company and not held on behalf of third parties, (2) shares of Company common stock owned by Parent or Merger Sub and (3) shares of Company common stock owned by stockholders of the Company who did not vote in favor of the
Merger Agreement or the Merger and who have perfected and not withdrawn a demand for appraisal rights with respect to such shares pursuant to Section 262 of the General Corporation Law of the State of Delaware) was automatically converted
into the right to receive from Parent $3.00 in cash, without interest (the “Merger Consideration”).
|
(ii) |
The share of Series A preferred stock of the Company issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive from Parent $3.00 in cash, without
interest.
|
(iii) |
Each share of the Company’s Series B convertible preferred stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time was converted into one share of Series B
convertible preferred stock, par value $0.0001 per share, of the surviving corporation.
|
(iv) |
Each outstanding Company stock option and each outstanding Company stock appreciation right for which the exercise price per share or the base price per share, as applicable, was less than the Merger
Consideration was automatically cancelled and converted into the right to receive an amount in cash equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such Company stock option
or the base price per share of such Company stock appreciation right, as applicable, and (y) the number of shares subject to such stock option or such stock appreciation right, as applicable, less applicable tax withholdings.
|
(v) |
Each Company stock option and each Company stock appreciation right for which the exercise price per share or the base price per share, as applicable, is equal to or greater than the Merger Consideration was
cancelled without payment of any consideration, less applicable tax withholdings.
|
(vi) |
Each outstanding restricted stock unit and phantom stock unit was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the Merger Consideration and (y) the number of
shares subject to such Company restricted stock unit or Company phantom restricted stock unit, as applicable, less applicable tax withholdings.
|
(vii) |
Each outstanding Company performance stock unit and phantom performance stock unit, in each case, granted in 2021 or 2022 (each a “Company Performance Award”), was cancelled and converted into the right to
receive an amount in cash equal to the product (x) the “target” number of performance-based restricted stock units or the “target” number of performance-based phantom stock units, as applicable, awarded pursuant to the terms of the
applicable Company Performance Award (without proration for any portion of the performance period that has not yet been completed), multiplied by (y) the Merger Consideration. Each such cash amount is subject to the same terms and
conditions (including time-based vesting conditions and any termination-related vesting entitlements but excluding all performance-based vesting conditions) applicable to the corresponding Company Performance Award immediately prior to the
Effective Time; provided that, if, on or within 12 months after the Effective Time, the continuous service of the holder of a Company Performance Award is terminated without “cause” or by the individual for “good reason,” such cash amount
will automatically become immediately and fully vested as of the date of termination.
|
(viii) |
Each outstanding unvested restricted share of Company common stock was cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration, less applicable tax withholdings.
|
Item 16. |
Exhibits
|
AGROFRESH SOLUTIONS, INC.
|
||
By:
|
/s/ Clinton A. Lewis, Jr.
|
|
Name: Clinton A. Lewis, Jr.
|
||
Title: Chief Executive Officer
|
PROJECT CLOUD MERGER SUB, INC.
|
||
By:
|
/s/ Kevin Schwartz
|
|
Name: Kevin Schwartz
|
||
Title: President and Chief Executive Officer
|
PROJECT CLOUD HOLDINGS, LLC
|
||
By:
|
/s/ Kevin Schwartz
|
|
Name: Kevin Schwartz
|
||
Title: President and Chief Executive Officer
|
PAINE SCHWARTZ FOOD CHAIN FUND V, L.P.
|
||
By:
|
Paine Schwartz Food Chain Fund V GP, L.P.
|
|
Its:
|
General Partner
|
|
By:
|
Paine Schwartz Food Chain Fund V GP, Ltd.
|
|
Its:
|
General Partner
|
|
By:
|
/s/ Kevin Schwartz
|
|
Name: Kevin Schwartz
|
||
Title: Director
|
PAINE SCHWARTZ FOOD CHAIN FUND V GP, L.P.
|
||
By:
|
Paine Schwartz Food Chain Fund V GP, Ltd.
|
|
Its:
|
General Partner
|
|
By:
|
/s/ Kevin Schwartz
|
|
Name: Kevin Schwartz
|
||
Title: Director
|
PAINE SCHWARTZ FOOD CHAIN FUND V GP, LTD.
|
||
By:
|
/s/ Kevin Schwartz
|
|
Name: Kevin Schwartz
|
||
Title: Director
|
PAINE SCHWARTZ FOOD CHAIN FUND VI, L.P.
|
||
By:
|
Paine Schwartz Food Chain Fund VI GP, L.P.
|
|
Its:
|
General Partner
|
|
By:
|
Paine Schwartz Food Chain Fund VI UGP, LLC
|
|
Its:
|
General Partner
|
|
By:
|
/s/ Kevin Schwartz
|
|
Name: Kevin Schwartz
|
||
Title: Managing Member
|
PSP AGFS HOLDINGS, L.P.
|
||
By:
|
/s/ Kevin Schwartz
|
|
Name: Kevin Schwartz
|
||
Title: Chief Executive Officer
|
PAINE SCHWARTZ PARTNERS, LLC
|
||
By:
|
Paine Schwartz Partners Founders, L.P.
|
|
Its:
|
Manager
|
|
By:
|
Paine Schwartz Partners Founders GP, LLC
|
|
Its:
|
General Partner
|
|
By:
|
/s/ Kevin Schwartz
|
|
Name: Kevin Schwartz
|
||
Title: Managing Member
|
KEVIN SCHWARTZ
|
||
By:
|
/s/ Kevin Schwartz
|