UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 17, 2015
AgroFresh Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-36316 |
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46-4007249 |
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(State or other jurisdiction
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(Commission File Number) |
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(I.R.S. Employer
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100 S. Independence Mall West
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19106 |
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(Address of principal executive offices) |
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(Zip code) |
(215) 592-3687
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01. Entry into a Material Definitive Agreement.
On December 17, 2015, AgroFresh Solutions, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with The Dow Chemical Company (“TDCC”), Rohm and Haas Company (“R&H”) and Boulevard Acquisition Sponsor, LLC (the “Sponsor”), modifying certain provisions of the Warrant Purchase Agreement, dated as of July 31, 2015 (the “Warrant Purchase Agreement”), by and among the Company, TDCC, R&H and the Sponsor. The Letter Agreement provides that, notwithstanding anything to the contrary in the Warrant Purchase Agreement, (i) the Company shall have no obligation to purchase any of the Company’s public warrants in the open market pursuant to the Warrant Purchase Agreement and (ii) the Sponsor irrevocably waives its right to sell to the Company private placement warrants at $1.00 per private placement warrant pursuant to Section 1 of the Warrant Purchase Agreement. Other than the foregoing, the Letter Agreement does not modify the terms of the Warrant Purchase Agreement.
A copy of the Letter Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Letter Agreement is qualified in its entirety by reference thereto.
Item 9.01 Exhibits
(d) Exhibits.
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Exhibit
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Exhibit |
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10.1 |
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Letter Agreement, dated as of December 17, 2015, among the registrant, The Dow Chemical Company, Rohm and Haas Company and Boulevard Acquisition Sponsor, LLC. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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Dated: December 23, 2015 |
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AGROFRESH SOLUTIONS, INC. |
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By: |
/s/ Thomas Ermi |
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Name: Thomas Ermi |
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Title: Vice President and General Counsel |
Exhibit 10.1
AgroFresh Solutions, Inc.
100 Independence Mall West
Philadelphia, PA 19106
December 17, 2015
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The Dow Chemical Company |
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Boulevard Acquisition Sponsor, LLC |
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2030 Dow Center |
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399 Park Avenue, 6 th Floor |
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Midland, MI 48674 |
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New York, NY 10022 |
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Attn: Executive Vice President and General Counsel |
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Attn: Stephen S. Trevor |
Rohm and Haas Company
100 Independence Mall West
Philadelphia, PA 19106-2399
Attn: Chief Legal Officer
Re: Warrant Purchase Agreement
Gentlemen:
Reference is made to the Warrant Purchase Agreement, dated as of July 31, 2015 (the “ Warrant Purchase Agreement ”), by and among AgroFresh Solutions, Inc., f/k/a Boulevard Acquisition Corp. (the “ Company ”), Rohm and Haas Company, Boulevard Acquisition Sponsor, LLC and The Dow Chemical Company. Capitalized terms used and not defined in this letter agreement shall have the meanings given to them in the Warrant Purchase Agreement.
This is to confirm our agreement that, notwithstanding anything to the contrary in the Warrant Purchase Agreement, (i) the Company shall have no obligation to purchase any Public Warrants in the open market pursuant to the Warrant Purchase Agreement, and each of ROH, TDCC and the Sponsor hereby irrevocably waives any right it may have to require the Company to purchase Public Warrants pursuant to Section 1 of the Warrant Purchase Agreement, and (ii) the Sponsor hereby irrevocably waives its right to sell to the Company Private Placement Warrants at $1.00 per Private Placement Warrant pursuant to Section 1 of the Warrant Purchase Agreement.
Except as otherwise expressly set forth herein, all provisions of the Warrant Purchase Agreement (including, without limitation, Section 3 thereof) shall remain in full force and effect in accordance with the terms thereof.
This letter agreement may be executed in any number of counterparts (including by .pdf file exchanged via email or other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
This letter agreement shall be governed exclusively by and construed and enforced exclusively in accordance with the internal Laws of the State of Delaware without giving effect to the principles of conflicts of law thereof.
[SIGNATURE PAGE FOLLOWS]
Please acknowledge your understanding of, and agreement to, the foregoing by signing a copy of this letter in the space indicated below and returning it to the Company.
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Sincerely, |
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AGROFRESH SOLUTIONS, INC. |
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By: |
/s/ Thomas D. Macphee |
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Name: Thomas D. Macphee |
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Title: CEO |
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ACKNOWLEDGED AND AGREED |
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as of the date first written above: |
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BOULEVARD ACQUISITION SPONSOR, LLC |
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By: |
/s/ Sonia Gardner |
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Name: Sonia Gardner |
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Title: Member |
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THE DOW CHEMICAL COMPANY |
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By: |
/s/ Mark Gibson |
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Name: Mark Gibson |
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Title: Authorized Representative |
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ROHM AND HAAS COMPANY |
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By: |
/s/ Mark Gibson |
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Name: Mark Gibson |
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Title: Chief Financial Officer |
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