Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

AgroFresh Solutions, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

00856G109

(CUSIP Number)

Amy E. Wilson

The Dow Chemical Company

2030 Dow Center

Midland, MI 48674

(989) 636-1000

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

April 4, 2017

(Date of Event which Requires Filing of this Amendment No. 2)

 

 

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).

 

 

 

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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 by Owned by Each Reporting Person With				7.		Sole Voting Power: 20,500,000
				8.		Shared Voting Power: 0
				9.		Sole Dispositive Power: 20,500,000
				10.		Shared Dispositive Power: 0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person: 20,500,000
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares:  ☐ (See Instructions)
13.		Percent of Class Represented by Amount in Row (11): 38.2% (1)
14.		Type of Reporting Person (See Instructions): CO

 

(1)

The percentage set forth in row (13) is based on 50,703,587 outstanding shares of common stock, par value $0.0001 per share, of AgroFresh Solutions, Inc. as of March 2, 2017, as disclosed in the Issuers Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on March 16, 2017.

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On April 4, 2017, in connection with settling various matters involving the Issuer, the Reporting Person and several other persons have entered into a letter agreement, a stock buyback agreement and a termination of warrant purchase agreement, each of which is described in Item 6 below, as well as several other agreements.

The share of Series A Preferred Stock and the shares of Common Stock acquired in connection with the closing of the Business Combination, as well as the warrants to purchase additional shares of common stock of the Issuer are owned by Rohm and Haas Company (R&H). R&H is a wholly owned subsidiary of the Reporting Person.

Except as set forth in Item 6 below, the Reporting Person does not have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to adopt such plans or proposals in the future.

 

Item 5.

Interest in Securities of the Issuer

(a)    As of the date hereof, the Reporting Person beneficially owns 17,500,000 shares of Common Stock, representing 34.5% of the Issuers outstanding Common Stock, and 3,000,000 warrants to purchase common stock, each to purchase one share of Common Stock. If the Reporting Person were to exercise its warrants to purchase common stock and no other person exercised warrants to purchase common stock held by that person, the Reporting Person would beneficially own 20,500,000 shares of Common Stock, representing 38.2% of the Issuers outstanding Common Stock. The percentage set forth in this Item 5 is based on 50,703,587 outstanding shares of Common Stock as of March 2, 2017, as disclosed in the Issuers Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on March 16, 2017. To the best of the Reporting Persons knowledge, none of the persons whose names are listed on Appendix A beneficially owns any shares of Common Stock.

(c)    Neither the Reporting Person nor any of the persons whose names are listed on Appendix A has effected any transactions in shares of Common Stock during the past 60 days.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Reporting Persons rights with respect to the shares of Common Stock are subject to the terms and conditions of the Investor Rights Agreement, the Warrant Purchase Agreement, the Board Representation Letter Agreement, the Lock-Up Extension Agreement, the Letter Agreement, the Stock Buyback Agreement and the Termination of Warrant Purchase Agreement. For a complete description of the Investor Rights Agreement, the Warrant Purchase Agreement, the Board Representation Letter Agreement and the Lock-Up Extension Agreement, your attention is directed to each of these documents which have been incorporated by reference as exhibits to the Schedule 13D or to Amendment No. 1 and are incorporated herein by reference. For a complete description of the Letter Agreement, the Stock Buyback Agreement and the Termination of Warrant Purchase Agreement, your attention is directed to each of these documents which have been filed as exhibits to this Amendment No.2 and are incorporated herein by reference. A summary of the relevant portions of the Letter Agreement, the Stock Buyback Agreement and the Termination of Warrant Purchase Agreement are set forth below.

Letter Agreement

On April 4, 2017, the Issuer, the Reporting Person, R&H, the Sponsor and certain other parties entered into a letter agreement (the Letter Agreement). Among other matters, the Sponsor agreed, pursuant to the Letter Agreement, to transfer to R&H 3,000,000 private placement warrants and the parties to the Letter Agreement agreed to waive any and all transfer restrictions applicable to such transfer. The parties to the Letter Agreement also agreed to waive any and all restrictions on the transfer of Common Stock and private placement warrants to the extent necessary to permit the Sponsor to distribute or otherwise transfer shares of Common Stock or private placement warrants to any member of the Sponsor.

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Stock Buyback Agreement

On April 4, 2017, the Issuer and the Reporting Person entered into a stock buyback agreement (the Stock Buyback Agreement). Pursuant to the Stock Buyback Agreement, the Reporting Person has agreed to use its reasonable best efforts to purchase or cause one of its affiliates to purchase from time to time up to 5,070,358 shares of Common Stock in the aggregate by means of, and in accordance with, one or more plans or programs designed to comply with Rules 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as amended, subject to any terms, conditions and limitations contained in such plans or programs. The Reporting Persons obligation to purchase shares of Common Stock under the Stock Buyback Agreement will continue until the 18-month anniversary of when the first such plan or program is adopted, whether or not all 5,070,358 shares of Common Stock have been purchased. As a result, there is no assurance that the Reporting Person or an affiliate will purchase all 5,070,358 shares during this 18-month period.

Termination of Warrant Purchase Agreement

On April 4, 2017, the Issuer, the Reporting Person, R&H and the Sponsor entered into an agreement agreeing to terminate the Warrant Purchase Agreement effective immediately (the Termination of Warrant Purchase Agreement). In addition, pursuant to the Termination of Warrant Purchase Agreement, the Sponsor, in good faith consultation with the Reporting Person, shall work with the corporate governance and nominating committee of the board of directors of the Issuer (the Board) to identify and recommend to the Board a qualified individual to fill the vacancy on the Board existing immediately following the completion of the 2017 annual meeting of the stockholders of the Issuer.

 

Item 7.

Material to be filed as Exhibits.

 

Exhibit 5.		Letter Agreement (incorporated by reference to Exhibit 10.1 of the Issuers Form 8-K dated April 4, 2017 and filed with the SEC on April 6, 2017 (the Form 8-K).
Exhibit 6.		Stock Buyback Agreement (incorporated by reference to Exhibit 10.3 of the Form 8-K).
Exhibit 7.		Termination of Warrant Purchase Agreement (incorporated by reference to Exhibit 10.4 of the Form 8-K).

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SIGNATURE

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.

Dated as April 12, 2017

THE DOW CHEMICAL COMPANY

 

By:		/s/ Howard I. Ungerleider
Name:		Howard I. Ungerleider
Title:		Vice Chairman and Chief Financial Officer

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APPENDIX A

Information Concerning Executive Officers and

Directors of The Dow Chemical Company

The current executive officers and directors of The Dow Chemical Company are listed below. Unless otherwise indicated, all positions set forth below opposite an individuals name refer to positions within The Dow Chemical Company. In addition, unless otherwise indicated, the business address for each individual is c/o The Dow Chemical Company, 2030 Dow Center, Midland, Michigan 48674.

 

Executive Officer Name		Position with The Dow Chemical Company
Ronald C. Edmonds		Controller and Vice President of Controllers and Tax
James R. Fitterling		President and Chief Operating Officer
Heinz Haller*		Executive Vice President and President of Dow Europe, Middle East, Africa and India
Joe E. Harlan		Vice Chairman and Chief Commercial Officer
Peter Holicki*		Senior Vice President, Operations, Manufacturing & Engineering, Environment, Health & Safety Operations, and Emergency Services & Security
Charles J. Kalil		General Counsel and Executive Vice President
Andrew N. Liveris*		Chairman and Chief Executive Officer
Johanna Söderström*		Corporate Vice President, Human Resources and Aviation, and Chief Human Resource Officer
A. N. Sreeram		Senior Vice President, Research & Development, and Chief Technology Officer
Howard I. Ungerleider		Vice Chairman and Chief Financial Officer

 

*	Heinz Haller is a citizen of Switzerland; Peter Holicki is a citizen of Germany; Andrew N. Liveris is a citizen of Australia; Johanna Söderström is a citizen of Finland.

 

Director Name		Present Principal Occupation and Business Address
Ajay Banga		President and Chief Executive Officer Mastercard Incorporated 2000 Purchase Street Purchase, New York 10577 (technology company in the global payments industry)
Jacqueline K. Barton		Professor of Chemistry & Chair, Division of Chemistry and Chemical Engineering California Institute of Technology 1200 East California Boulevard Pasadena, California 91125
James A. Bell		Former Executive Vice President, Corporate President and Chief Financial Officer The Boeing Company
Richard K. Davis		Chairman and Chief Executive Officer U.S. Bancorp 800 Nicollet Mall Minneapolis, Minnesota 55402 (financial services holding company)

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Director Name		Present Principal Occupation and Business Address
Jeff M. Fettig		Chairman and Chief Executive Officer Whirlpool Corporation 2000 North M63 Benton Harbor, Michigan 49022 (manufacturer of home appliances)
Andrew N. Liveris		Chairman and Chief Executive Officer of The Dow Chemical Company
Mark Loughridge		Former Chief Financial Officer International Business Machines Corporation
Raymond J. Milchovich		Former Chairman and Chief Executive Officer of Foster Wheeler AG
Robert S. Miller		President and Chief Executive Officer International Automotive Components 28333 Telegraph Road Southfield, Michigan 48034 (provider of automotive interiors technology)
Paul Polman**		Chief Executive Officer Unilever PLC and Unilever N.V. 100 Victoria Embankment London EC4Y 0DY United Kingdom (provider of nutrition, hygiene and personal care products)
Dennis H. Reilley		Non-Executive Chairman Marathon Oil Corporation 5555 San Felipe Street Houston, Texas 77056 (oil and natural gas exploration and production company)
James M. Ringler		Chairman Teradata Corporation 10000 Innovation Drive Dayton, Ohio 45342 (provider of database software, data warehousing and analytics)
Ruth G. Shaw		Former Group Executive, Public Policy and President Duke Nuclear

 

**	Paul Polman is a citizen of the Netherlands.