Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

 

 

AgroFresh Solutions, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

00856G109

(CUSIP Number)

Amy E. Wilson

General Counsel and Corporate Secretary

Dow Inc.

2211 H.H. Dow Way

Midland, MI 48674

(989) 636-1000

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Sachin Kohli, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

212-310-8294

December 31, 2019

(Date of Event which Requires Filing of this Amendment No. 12)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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, as amended (Securities Exchange Act) or otherwise subject to the liabilities of that section of the Securities Exchange Act but shall be subject to all other provisions of the Securities Exchange Act (however, see the Notes).

 

 

 

CUSIP No. 00856G109

 

1.		Name of Reporting Person   Dow Inc.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only:
4.		Source of Funds (See Instructions):   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):   ☐
6.		Citizenship or Place of Organization:   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power:   0 (See Item 5)
				8.		Shared Voting Power:   24,001,151
				9.		Sole Dispositive Power:   0 (See Item 5)
				10.		Shared Dispositive Power:   24,001,151

11.		Aggregate Amount Beneficially Owned by Each Reporting Person:   24,001,151
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares:   ☐  (See Instructions)
13.		Percent of Class Represented by Amount in Row (11):   44.5% (1)
14.		Type of Reporting Person (See Instructions):   CO

 

(1)

The percentage set forth in row (13) is based on 50,957,878 outstanding shares of common stock, par value $0.0001 per share (Common Stock) of AgroFresh Solutions, Inc. (the Issuer) as of October 25, 2019, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the Securities and Exchange Commission (the SEC) on November 7, 2019.

CUSIP No. 00856G109

 

1.		Name of Reporting Person   The Dow Chemical Company
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only:
4.		Source of Funds (See Instructions):   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):   ☐
6.		Citizenship or Place of Organization:   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power:   0 (See Item 5)
				8.		Shared Voting Power:   24,001,151
				9.		Sole Dispositive Power:   0 (See Item 5)
				10.		Shared Dispositive Power:   24,001,151

11.		Aggregate Amount Beneficially Owned by Each Reporting Person:   24,001,151
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares:   ☐  (See Instructions)
13.		Percent of Class Represented by Amount in Row (11):   44.5% (1)
14.		Type of Reporting Person (See Instructions):   CO

 

(1)	The percentage set forth in row (13) is based on 50,957,878 outstanding shares of Common Stock of the Issuer as of October 25, 2019, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 7, 2019.

SCHEDULE 13D

This Amendment No. 12 to Schedule 13D (Amendment No. 12) amends and supplements the Schedule 13D, filed by The Dow Chemical Company (TDCC) on August 10, 2015, as amended by Amendment No. 1 to Schedule 13D (Amendment No. 1), filed by TDCC on May 12, 2016, and as amended by Amendment No. 2 to Schedule 13D (Amendment No. 2), filed by TDCC on April 12, 2017, as amended by Amendment No. 3 to Schedule 13D (Amendment No. 3) filed by TDCC and DowDuPont Inc. (DowDuPont) on September 8, 2017, as amended by Amendment No. 4 to Schedule 13D (Amendment No. 4) filed by TDCC and DowDuPont on May 3, 2018, as amended by Amendment No. 5 to Schedule 13D (Amendment No. 5) filed by TDCC and DowDuPont on July 6, 2018, as amended by Amendment No. 6 to Schedule 13D (Amendment No. 6) filed by TDCC and DowDuPont on September 4, 2018, as amended by Amendment No. 7 to Schedule 13D (Amendment No. 7) filed by TDCC and DowDuPont on September 25, 2018, as amended by Amendment No. 8 to Schedule 13D (Amendment No. 8) filed by TDCC and DowDuPont on October 17, 2018, as amended by Amendment No. 9 to Schedule 13D (Amendment No. 9) filed by TDCC and DowDuPont on November 13, 2018, as amended by Amendment No. 10 to Schedule 13D (Amendment No. 10) filed by TDCC and DowDuPont on January 9, 2019 and as amended by Amendment No. 11 to Schedule 13D filed by Dow Inc. (Dow), TDCC and DowDuPont on April 3, 2019 relating to the Common Stock of the Issuer (as so amended through Amendment No. 11, the Schedule 13D). Unless otherwise indicated, all capitalized terms in this Amendment No. 12 have the meanings set forth for such terms in the Schedule 13D. This Amendment No. 12 amends and supplements the Schedule 13D to include the information set forth below.

Except as specifically provided herein, this Amendment No. 12 does not modify any of the information previously reported in the Schedule 13D.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Schedule 13D is being filed by (i) TDCC, a Delaware corporation, with a principal business and office address of 2211 H.H. Dow Way, Midland, MI 48674, and (ii) Dow, a Delaware corporation, with a principal business and office address of 2211 H.H. Dow Way, Midland, MI 48674 (each of TDCC and Dow, a Reporting Person and, collectively, the Reporting Persons).

The name, residence or business address, present principal occupation or employment (including the name and the principal business address, if other than the applicable Reporting Person, of any corporation or other organization in which such employment is conducted) of the directors and executive officers of each Reporting Person (each, a Scheduled Person and, collectively, the Scheduled Persons) are as set forth on Appendix A attached hereto and are incorporated herein by reference. Except as set forth otherwise on Appendix A, each person identified on Appendix A is a citizen of the United States.

Dow is the parent company of TDCC. Dow combines global breadth, asset integration and scale, focused innovation and leading business positions to achieve profitable growth. Dows ambition is to become the most innovative, customer centric, inclusive and sustainable materials science company. Dows portfolio of plastics, industrial intermediates, coatings and silicones businesses delivers a broad range of differentiated science-based products and solutions for its customers in high-growth market segments, such as packaging, infrastructure and consumer care.

During the last five years, none of the Reporting Persons, nor, to the best of their knowledge, any of the Scheduled Persons, has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5. Interest in Securities of the Issuer

Item 5(a) (b) and Item 5(c) are hereby amended and restated in its entirety with the following:

(a) (b) As of the date hereof, Dow and TDCC each indirectly beneficially own 21,001,151 shares of Common Stock, representing 41.21% of the Issuers outstanding Common Stock, and 3,000,000 warrants to purchase Common Stock, each to purchase one share of Common Stock. If Dow and TDCC were to exercise the warrants to purchase Common Stock and no other person exercised warrants to purchase Common Stock held by that person, Dow and TDCC would beneficially own

24,001,151 shares of Common Stock, representing 44.5% of the Issuers outstanding Common Stock. The percentages set forth in this Item 5 are based on 50,957,878 outstanding shares of Common Stock as of October 25, 2019, Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 7, 2019. To the best of the Reporting Persons knowledge, none of the Scheduled Persons beneficially own any shares of Common Stock.

Dow and TDCC each have indirect beneficial ownership of the 24,001,151 shares of Common Stock, which Common Stock is directly owned by Rohm & Haas Company, a wholly-owned subsidiary of Dow (R&H), and have shared power to indirectly direct the voting and disposition of the shares.

(c) During the past 60 days, none of the Reporting Persons have acquired beneficial ownership of any shares of Common Stock.

Except as described in this Amendment No. 12, none of the Reporting Persons has effected any transactions in shares of Common Stock (including the warrants) of the Issuer during the past 60 days. To the knowledge of the Reporting Persons, there have been no transactions by any of the Scheduled Persons in shares of Common Stock of the Issuer during the past 60 days.

Item 7. Material to be filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following additional exhibit:

 

Exhibit 1		Joint Filing Agreement, by and between Dow Inc. and The Dow Chemical Company.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated as of February 14, 2020

 

DOW INC.
By:		/s/ Amy E. Wilson
		Name: Amy E. Wilson
		Title: General Counsel and Corporate Secretary
THE DOW CHEMICAL COMPANY
By:		/s/ Amy E. Wilson
		Name: Amy E. Wilson
		Title: General Counsel and Corporate Secretary

Information Concerning Executive Officers and

Directors of Dow Inc. and The Dow Chemical Company

The current executive officers and directors of Dow Inc. (Dow) and The Dow Chemical Company (TDCC) and their respective business addresses and present principal occupation or employment (and the name, principal business and address of any such employment, if not with one of the Reporting Persons) are listed below. Unless otherwise indicated, all positions set forth below opposite an individuals name refer to positions with both Dow and TDCC and each individual is a citizen of the United States of America. In addition, unless otherwise indicated, the business address for each individual is Dow Inc., 2211 H.H. Dow Way, Midland, Michigan 48674.

 

Executive Officer Name		Present Principal Position or Occupation
Karen S. Carter		Chief Human Resources Officer
Ronald C. Edmonds		Controller and Vice President of Controllers and Tax
James R. Fitterling		Chief Executive Officer
Peter Holicki*		Senior Vice President, OperationsManufacturing & Engineering and Environment, Health and Safety Operations
A. N. Sreeram		Senior Vice President, Research & Development and Chief Technology Officer
Howard I. Ungerleider		President and Chief Financial Officer
Amy E. Wilson		General Counsel and Corporate Secretary

 

Dow Inc. Director Name		Present Principal Occupation or Employment		Residence or Business Address
Jeff M. Fettig		Former Chairman and Chief Executive Officer, Whirlpool Corporation (manufacturer of home appliances)		c/o Dow Inc. 2211 H.H. Dow Way, Midland, MI 48674
Samuel R. Allen		Chairman and Chief Executive Officer of Deere & Company (agriculture, construction and forestry machinery manufacturing company)		c/o Dow Inc. 2211 H.H. Dow Way, Midland, MI 48674
Ajay Banga		President and Chief Executive Officer, Mastercard Incorporated (technology company in the global payments industry)		Mastercard Incorporated 2000 Purchase Street, Purchase, NY 10577
Jacqueline K. Barton		John G. Kirkwood and Arthur A. Noyes Professor of Chemistry, California Institute of Technology (institution of higher education and private research)		California Institute of Technology 1200 East California Boulevard, Pasadena, CA 91125
James A. Bell		Former Executive Vice President, Corporate President and Chief Financial Officer, The Boeing Company (aerospace company and manufacturer of commercial jetliners and military aircraft)		c/o Dow Inc. 2211 H.H. Dow Way, Midland, MI 48674
Wesley G. Bush		Former Chairman and Chief Executive Officer of Northrop Grumman (global aerospace and defense technology company)		2980 Fairview Park Drive, Falls Church, VA 22042
Richard K. Davis		President and Chief Executive Officer, Make-A-Wish America (nonprofit corporation helping children with critical illnesses)		1702 E. Highland Avenue, Suite 400, Phoenix, AZ 85016
James R. Fitterling		See above table with respect to executive officers

Jacqueline C. Hinman		Former Chairman and Chief Executive Officer of CH2M (engineering and consulting firm focused on delivering infrastructure, energy, environmental and industrial solutions)		c/o Dow Inc. 2211 H.H. Dow Way, Midland, MI 48674
Ruth G. Shaw		Former Group Executive, Public Policy and President, Duke Nuclear (provider of electricity and natural gas)		c/o Dow Inc. 2211 H.H. Dow Way, Midland, MI 48674
Daniel W. Yohannes		Former U.S. ambassador to the Organisation for Economic Cooperation and Development (an international forum promoting economic growth, sustainable development and energy security)		c/o Dow Inc. 2211 H.H. Dow Way, Midland, MI 48674

 

*	Peter Holicki is a citizen of Germany

The directors of TDCC are James R. Fitterling and Howard I. Ungerleider. Please see the above table with respect to executive officers.

EXHIBIT INDEX

 

Exhibit No.		Exhibit Description
1		Joint Filing Agreement, by and between Dow Inc. and The Dow Chemical Company.