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(b) for other parties to whom copies
are to be sent.
*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 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
(“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).
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Mercuria Asset Holdings (Hong Kong) Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(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
|
Hong Kong
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
17,458,038
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
17,458,038
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
17,458,038
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
30.0%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
OO
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Mercuria Energy Group Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(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
|
Cyprus
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
17,458,038
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
17,458,038
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
17,458,038
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
30.0%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
HC
|
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Mercuria Energy Group Holding Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(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
|
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
17,458,038*
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
17,458,038*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
17,458,038*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
30.0%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
HC
|
*Mercuria Energy
Group Holding Ltd. (“MEGH”) owns 78.8228% of the capital stock of Mercuria Energy Group Limited (“MEG”),
which is 100% of the voting capital stock of MEG. Therefore, MEGH may be deemed to beneficially own the shares.
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
MDJ Oil Trading Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(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
|
Guernsey
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
17,458,038*
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
17,458,038*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
17,458,038*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
30.0%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
HC
|
*Pursuant to the Memorandum of Association
of Mercuria Energy Group Holding Ltd. (“MEGH”), MDJ has the right to appoint a majority of the directors to the board
of directors of MEGH. Accordingly, MDJ may be deemed to beneficially own the shares which Mercuria Asset Holdings (Hong Kong) Limited
(“Mercuria HK”) directly beneficially owns. Notwithstanding MDJ’s right to appoint a majority of the directors,
certain actions of MEGH require the approval of 75% or 90% of the members, respectively, and therefore MDJ does not control all
corporate actions of MEGH. As such, MDJ expressly disclaims beneficial ownership of such shares.
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
MDJ Partnership
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(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
|
Guernsey
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
17,458,038*
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
17,458,038*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
17,458,038*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
30.0%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
PN
|
*MDJ Partnership may be deemed to beneficially
own these shares as the 100% owner of the capital stock of MDJ Oil Trading Limited (“MDJ”). MDJ Partnership hereby
expressly disclaims beneficial ownership of such shares.
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Marco Dunand
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(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
|
Switzerland
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
7,735,657*
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
7,735,657
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7,735,657*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
13.3%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
*Marco Dunand may be deemed to
beneficially own these shares as the holder of 44.31% of the partnership interests in the capital stock of Mercuria
Energy Group Holding Ltd. owned by MDJ Oil Trading Ltd. Marco Dunand hereby expressly disclaims beneficial ownership of such
shares.
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Daniel Jaeggi
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(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
|
Switzerland
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
6,885,450*
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
6,885,450*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
6,885,450*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
11.8%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
*Daniel Jaeggi may be deemed to beneficially
own these shares as the holder of 39.44% of the partnership interests in the capital stock of Mercuria
Energy Group Holding Ltd. owned by MDJ Oil Trading Ltd. Daniel Jaeggi hereby expressly disclaims
beneficial ownership of such shares.
|
Item 1.
|
Security and Issuer
|
This
statement on Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of Aegean Marine
Petroleum Network, Inc., a Republic of the Marshall Islands corporation (the “Issuer”). The address of the principal
executive office of the Issuer is 10 Akti Kondili, 18545 Piraeus, Greece.
|
Item 2.
|
Identity and Background
|
This Schedule 13D is filed jointly, pursuant
to a joint filing agreement attached hereto as Exhibit 1, by the persons below (each, a “Reporting Person”, and collectively,
the “Reporting Persons”):
(a)-(c); (f)
|
1.
|
Mercuria Asset Holdings (Hong Kong) Limited, a company incorporated in Hong Kong with limited liability
(“Mercuria HK”). Mercuria HK’s principal business address is Jumeirah Lake Towers Unit n° Almas 63-a-1 Almas
Tower - Plot n° JTL-PH1-A0 - Dubai, United Arab Emirates. Mercuria HK’s principal business is to hold equity participations,
subsidiaries and assets as an intermediate holding company.
|
|
2.
|
Mercuria Energy Group Limited, a company incorporated in Cyprus with limited liability (“MEG”).
MEG’s principal business address is Jumeirah Lake Towers Unit n° Almas 63-a-1 Almas Tower - Plot n° JTL-PH1-A0 -
Dubai, United Arab Emirates. MEG’s principal business is to hold and manage equity participations, subsidiaries and assets
as ultimate parent and operational holding of the Mercuria group of companies.
|
|
3.
|
Mercuria Energy Group Holding Ltd, a British Virgin Islands company (“MEGH” and collectively
with Mercuria HK and MEG, “Mercuria”). MEGH’s principal business address is Jumeirah Lake Towers Unit n°
Almas 63-a-1 Almas Tower - Plot n° JTL-PH1-A0 - Dubai, United Arab Emirates. MEGH’s principal business is to hold equity
participations, principally in MEG.
|
|
4.
|
MDJ Oil Trading Limited, a company incorporated in Guernsey with registered number 36948 and whose
registered office is at 1 Le Marchant Street, St. Peter Port, GY1 4HP, Guernsey(“MDJ”). MDJ’s principal business
address is PO Box 24, 19/21 Smith Street, St. Peter Port, GY1 3 AW Guernsey. MDJ’s primary business is to hold and manage
equity participations, subsidiaries and assets for MDJ Partnership.
|
|
5.
|
MDJ Partnership, a Guernsey partnership not formally registered (“MDJ Partnership”).
MDJ Partnership’s principal business address is PO Box 24, 19/21 Smith Street, St. Peter Port, GY1 3 AW Guernsey. MDJ Partnership’s
principal business is to hold equity participations, subsidiaries and assets for its partners.
|
|
6.
|
Marco Dunand is the Chief Executive Officer of MEG. Mr. Dunand’s address is c/o
Mercuria Energy Trading S.A., 50 rue du Rhône, 1204 Geneva, Switzerland.
|
|
7.
|
Daniel Jaeggi is the President of MEG. Mr. Jaeggi’s address is c/o Mercuria Energy Trading
S.A., 50 rue du Rhône, 1204 Geneva, Switzerland.
|
Set forth in the attached
Annex A
is a listing of the directors and executive officers of each Reporting Person, as applicable (collectively, the
“Covered Persons”), and is incorporated herein by reference.
(d)-(e) Criminal or Civil Proceedings Against Reporting Persons
in the Past 5 Years
During the last five years, none of the Reporting
Persons, or to the best of their knowledge, any Covered Persons (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceedings 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 3.
|
Source and Amount of Funds or Other Considerations
|
The shares of Common Stock were issued by the
Issuer to Mercuria HK as consideration for a transaction pursuant to which MEG and its affiliates agreed to restructure the Issuer’s
(and/or certain of its subsidiaries’) current debt facilities by extending certain loans and other credit facilities to the
Issuer and certain of its subsidiaries, as described in Item 4. Neither MEG nor Mercuria HK paid the Issuer any cash or additional
consideration in connection with its acquisition of the Common Stock.
|
Item 4.
|
Purpose of Transaction
|
MOU
On July 4, 2018 the Issuer and MEG entered into an Exclusivity Letter (the “MOU”) pursuant
to which the issuer granted MEG the exclusive right to pursue a strategic partnership with the Issuer whereby MEG would provide
the Issuer with a US$1 billion trade finance facility (or the restructuring of existing trade finance facilities) intended to support
the Issuer’s existing U.S. and global businesses and, in conjunction therewith, provide increased liquidity to the Issuer
of not less than US$30 million for the purpose of adding flexibility to the Issuer’s operations. In connection with the restructuring
of the trade finance facilities, the Issuer would issue new shares equal to 30% of its issued and outstanding Common Stock (on
a pro-forma basis) to Mercuria HK pursuant to an Investment Agreement and invite a representative of MEG to join the Issuer’s
Board of Directors (the “Board”). Pursuant to the terms of the MOU, MEG has the exclusive right to pursue trade financing,
hedging facility and equity participation transactions with the Issuer until January 31, 2019, subject to specified exceptions
and termination events.
Debt Restructuring
As contemplated by the MOU and as previously
disclosed by the Issuer in its Current Report on Form 6-K, dated August 15, 2018: (i) effective as of July 30, 2018, definitive
documents were entered into pursuant to which an affiliate of MEG acquired the rights and interests of the lenders under Issuer’s
global borrowing base thereby becoming the sole lender thereunder; (ii) effective as of August 2, 2018, certain terms and
conditions of the global borrowing base were waived or modified pursuant to a letter agreement among the borrowers thereunder,
Aegean Marine, the lender and ABN AMRO Bank N.V., as the facility agent and the collateral agent; (iii) effective as of August
13, 2018 definitive documents were entered into pursuant to which an affiliate of MEG acquired the rights and interests of the
lenders under Issuer’s U.S. borrowing base thereby becoming the sole lender thereunder; and (iv) effective as of August 15,
2018, certain terms and conditions were waived or modified pursuant to a letter agreement among the borrower, the lender and ABN
AMRO Capital USA LLC, administrative agent.
Investment Agreement
On August 19, 2018, the Issuer entered into
an Investment Agreement (the “Investment Agreement”) with Mercuria HK, pursuant to which the Issuer issued new shares
equal to 30% of the Issuer’s issued and outstanding Common Stock (on a pro-forma basis) to Mercuria HK. The shares of Common
Stock were issued by the Issuer to Mercuria HK as consideration for a transaction pursuant to which MEG and its affiliates agreed
to the restructuring of the Issuer’s (and/or certain of its subsidiaries’) credit facilities, as described above. Neither
MEG nor Mercuria HK paid the Issuer any cash or additional consideration in connection with its acquisition of the Common Stock.
Investor Rights Agreement
On August 21, 2018, the Issuer entered into
an Investor Rights Agreement (the “Investor Rights Agreement”) with Mercuria HK, pursuant to which, among other things:
(i) Mercuria HK is entitled to nominate one individual to the Board; (ii) Mercuria HK agreed to vote its shares of common stock
of the Issuer as directed by the Board with respect to the election of directors and other matters that are considered “routine”
under the New York Stock Exchange Rule 452 pursuant to which a broker may vote shares on behalf of its clients without specific
voting instructions from its clients; (iii) the Issuer agreed to prepare and file with the Securities and Exchange Commission a
registration statement with respect to the Registrable Securities (as defined in the Investor Rights Agreement) within thirty (60)
days of becoming eligible to file such registration statement and provided Mercuria HK and its permitted transferees the right
to make no more than four (4) demands for registrations of the Registrable Securities beneficially owned by Mercuria HK; (iv) the
Issuer agreed to provide Mercuria HK with preemptive rights with respect to any sales or issuances of the Issuer’s common
stock; (v) Mercuria HK agreed not to acquire any securities of the Issuer or its subsidiaries such that Mercuria HK, together with
its affiliates, would beneficially own more than 49% of the outstanding Common Stock, unless such acquisition occurs pursuant to
the terms of an offer made by Mercuria HK to all holders of such class; and (vi) the Issuer and Mercuria HK agreed that neither
party shall not, directly or indirectly publicly make any disparaging statement about the other party or its subsidiaries.
Strategic Transaction
Representatives of the Reporting
Persons have from time to time engaged in discussions with members of management and the Board regarding strategy,
strategic transactions, financing, operating performance and corporate expenses. Pursuant to the MOU, representatives of the
Reporting Persons intend to continue these discussions with members of the Issuer’s management and the Board while
also discussing a range of potential strategic transactions between the Issuer and Mercuria, including a potential
acquisition by Mercuria of all or substantially all of the Issuer (whether by merger, tender offer or otherwise) that could
result in the de-listing or deregistration of the Common Stock. Mercuria currently expects to conduct a further due diligence
investigation of the Company in connection with its evaluation of such a potential strategic transaction. Additionally, from
time to time, representatives of the Reporting Persons may engage in discussions with other current or prospective
shareholders, industry analysts, existing or potential strategic partners, acquirers or competitors, investment
professionals, financing sources and other third parties and conduct comprehensive due diligence on the Issuer, regarding the
foregoing and a broad range of matters relating to the Issuer, including, without limitation, the Issuer’s business,
operations, management, organizational documents, ownership, capital or corporate structure, dividend policy, corporate
governance (including changes to the Issuer’s certificate of incorporation and/or bylaws), Board composition,
management and Board incentive programs, and strategic alternatives, including the acquisition of additional Common Stock or
the disposition of Common Stock held by Mercuria HK, and extraordinary corporate transactions, such as a reorganization or
other sales or acquisitions of assets or businesses. Although the Issuer has granted MEG the exclusive right to pursue
trade financing, hedging facility and equity participation transactions with the Issuer until January 31, 2019, subject to
specified exceptions and termination events, neither the Issuer nor MEG (or any of its affiliates) is obligated to enter into
or consummate any such transactions, which are subject to the negotiation and execution of definitive documentation. There
can be no assurance that all or any portion of the strategic transactions described in this paragraph will be completed.
General
The Reporting Persons intend to review their
investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any
discussions referenced above, the Issuer’s financial position, results and strategic direction, actions taken by the Issuer’s
management and the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons,
conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take
such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, acquiring
additional Common Stock and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, “Securities”)
or disposing of some or all of the Securities beneficially owned by them, in the public market or in privately negotiated transactions,
entering into financial instruments or other agreements that increase or decrease the Reporting Persons’ economic exposure
with respect to their investment in the Issuer without affecting their beneficial ownership of shares of Common Stock, proposing
or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, and/or otherwise
changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
The Reporting Persons and the Issuer do not
intend to disclose developments with respect to the foregoing unless and until the Board and MEG (and/or certain of its affiliates)
have approved a specific transaction, if any, and have then entered into a definitive agreement to effect such transaction, except
as may otherwise be required by applicable law.
|
Item 5.
|
Interest in Securities of the Issuer
|
The following sets forth, as of the date of
this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of
the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to
vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of,
or shared power to dispose or to direct the disposition of, as of the date hereof, based on 58,193,460 shares of Common Stock outstanding
as of Monday, August 20, 2018.
1
1
Prior to the issuance of the
Common Stock by the Issuer to Mercuria HK, outstanding shares of Common Stock as of Friday, August 17, 2018 was 40,735,422
shares.
Reporting Person
|
|
Amount
beneficially
owned
|
|
|
Percent
of class
|
|
|
Sole
Power to
vote or
direct the
vote
|
|
|
Shared
Power to
vote or
direct the
vote
|
|
|
Sole
power to
dispose or
to direct the
disposition
|
|
|
Shared
power to
dispose or
to direct the
disposition
|
|
Mercuria Asset Holdings (Hong Kong) Limited
|
|
|
17,458,038
|
|
|
|
30.0
|
%
|
|
|
0
|
|
|
|
17,458,038
|
|
|
|
0
|
|
|
|
17,458,038
|
|
Mercuria Energy Group Limited
|
|
|
17,458,038
|
|
|
|
30.0
|
%
|
|
|
0
|
|
|
|
17,458,038
|
|
|
|
0
|
|
|
|
17,458,038
|
|
Mercuria Energy Group Holding Ltd.
|
|
|
17,458,038
|
|
|
|
30.0
|
%
|
|
|
0
|
|
|
|
17,458,038
|
|
|
|
0
|
|
|
|
17,458,038
|
|
MDJ Oil Trading Limited
|
|
|
17,458,038
|
|
|
|
30.0
|
%
|
|
|
0
|
|
|
|
17,458,038
|
|
|
|
0
|
|
|
|
17,458,038
|
|
MDJ Partnership
|
|
|
17,458,038
|
|
|
|
30.0
|
%
|
|
|
0
|
|
|
|
17,458,038
|
|
|
|
0
|
|
|
|
17,458,038
|
|
Marco Dunand
|
|
|
7,735,657
|
|
|
|
13.3
|
%
|
|
|
0
|
|
|
|
7,735,657
|
|
|
|
0
|
|
|
|
7,735,657
|
|
Daniel Jaeggi
|
|
|
6,885,450
|
|
|
|
11.8
|
%
|
|
|
0
|
|
|
|
6,885,450
|
|
|
|
0
|
|
|
|
6,885,450
|
|
Mercuria HK is a direct
wholly-owned subsidiary of MEG, which owns all the capital stock of Mercuria HK. MEG is a direct subsidiary of MEGH, which
directly owns all of the voting capital stock of MEG (owning 79.8228% of the capital stock of MEG). MDJ owns 41.07% of the
capital stock of MEGH. Pursuant to the Memorandum of Association of MEGH, MDJ has the right to appoint a majority of the
directors to the board of directors of MEGH. Accordingly, MDJ may be deemed to beneficially own the shares which Mercuria HK
directly beneficially owns. Notwithstanding MDJ’s right to appoint a majority of the directors, certain actions of MEGH
require the approval of 75% or 90% of the members, respectively, and therefore MDJ does not control all corporate actions of
MEGH. As such, MDJ expressly disclaims beneficial ownership of such shares. MDJ Partnership owns 100% of MDJ. Marco Dunand
and Daniel Jaeggi own 44.31% and 39.44% of MDJ Partnership’s interest in the capital stock of MEGH, respectively, and therefore
may be deemed to beneficially own 13.3% and 11.8% of the shares of the Issuer, respectively. Each of Marco Dunand and Daniel
Jaeggi expressly disclaim beneficial ownership of such shares.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 4 above summarizes certain provisions
of the MOU, Investment Agreement and Investor Rights Agreement, which are incorporated herein by reference. A copy of each of these
agreements is attached as an exhibit to this Schedule 13D, and each is incorporated herein by reference.
Except as set forth herein, to the best of
such Reporting Person’s knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise)
with respect to the Common Stock and aforementioned parties, including, but not limited to, transfer or voting of any of the securities,
finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence
of which would give another person voting power or investment power over such securities, that require reporting.
|
Item 7.
|
Material to Be Filed as Exhibits
|
|
Exhibit 1
:
|
A written agreement relating to the filing of the joint
acquisition statement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
|
|
Exhibit 2:
|
Exclusivity Letter (MOU), by and
between the Company and MEG, dated as of July 4, 2018.
|
|
Exhibit 3
:
|
The Investment Agreement by and between the Company and
Mercuria HK, dated as of August 19, 2018.
|
|
Exhibit 4:
|
The Investor Rights Agreement by and between the Company and Mercuria HK, dated as of August
21, 2018 (incorporated by
reference to Exhibit 4.1 to the Issuer’s Current Report on Form 6-K filed on August 21,
2018).
|
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.
Dated as of August 31, 2018.
|
MERCURIA ASSET HOLDINGS (HONG KONG) LIMITED
|
|
|
|
|
|
|
|
By:
|
/s/ Henry Birt
|
|
Name:
|
Henry Birt
|
|
Title:
|
Director
|
|
|
|
|
MERCURIA ENERGY GROUP LIMITED
|
|
|
|
|
By:
|
/s/ Henry Birt
|
|
Name:
|
Henry Birt
|
|
Title:
|
Director
|
|
|
|
|
MERCURIA ENERGY GROUP HOLDING LTD.
|
|
|
|
|
By:
|
/s/ Henry Birt
|
|
Name:
|
Henry Birt
|
|
Title:
|
Director
|
|
|
|
|
MDJ OIL TRADING LIMITED
|
|
|
|
|
By:
|
/s/ Patrick Burki
|
|
Name:
|
Patrick Burki
|
|
Title:
|
Director
|
|
|
|
|
MDJ PARTNERSHIP
|
|
|
|
|
By:
|
/s/ Marco Dunand
|
|
Name:
|
Marco Dunand
|
|
Title:
|
Partner
|
|
By:
|
/s/ Marco Dunand
|
|
Name:
|
Marco Dunand
|
|
|
|
|
By:
|
/s/ Daniel Jaeggi
|
|
Name:
|
Daniel Jaeggi
|
ANNEX A
Mercuria Asset Holdings (Hong Kong) Limited
The name, citizenship and principal occupation of each of the directors and executive officers of Mercuria
Asset Holdings (Hong Kong) Limited (“Mercuria HK”) are listed below.
Name
|
Citizenship
|
Principal Occupation
|
Principal Business Address
|
Henry Charles Birt
|
United Kingdom
|
Director of Mercuria HK, MEG, and MEGH, and Group Head of Audit & Internal Control of MEG
|
Jumeirah Lake Towers Unit n° Almas 63-a-1 Almas Tower - Plot n° JTL-PH1-A0 - Dubai, United Arab Emirates
|
Nikolay Valchinkovski
|
Bulgaria
|
Director of Mercuria HK and Director Treasury and Banking Governance of MEG
|
Jumeirah Lake Towers Unit n° Almas 63-a-1 Almas Tower - Plot n° JTL-PH1-A0 - Dubai, United Arab Emirates
|
Ghazi Mahmoodzaki Abdualsaud
|
Saudi Arabia
|
Director of Mercuria HK
|
Jumeirah Lake Towers Unit n° Almas 63-a-1 Almas Tower - Plot n° JTL-PH1-A0 - Dubai, United Arab Emirates
|
Mercuria Energy Group Limited
Mercuria Energy Group Limited (“MEG”)
is managed by a board of directors. The name, citizenship and principal occupation of each of the directors, alternate directors
and executive officers of Mercuria Energy Group Limited are listed below:
Name
|
Citizenship
|
Principal Occupation
|
Principal Business Address
|
Henry Charles Birt
|
United Kingdom
|
Director of Mercuria HK, MEG and MEGH, and Group Head of Audit & Internal Control of MEG
|
Jumeirah Lake Towers Unit n° Almas 63-a-1 Almas Tower - Plot n° JTL-PH1-A0 - Dubai, United Arab Emirates
|
Nikolay Valchinkovski
|
Bulgaria
|
Director of Mercuria HK and Director Treasury and Banking Governance of MEG
|
Jumeirah Lake Towers Unit n° Almas 63-a-1 Almas Tower - Plot n° JTL-PH1-A0 - Dubai, United Arab Emirates
|
Marcin Czernik
|
Poland
|
Director of MEG
|
Jumeirah Lake Towers Unit n° Almas 63-a-1 Almas Tower - Plot n° JTL-PH1-A0 - Dubai, United Arab Emirates
|
Wang Dazhuang
|
China
|
Director of MEG and MEGH
|
1-5-2, A Shanling Lane, Qishan Middle Road, Huanggu District, Shenyang City, People’s Republic of China
|
Marco Dunand
|
Switzerland
|
Director of MEG and MEGH, Group Chief Executive Officer of MEG, Partner of MDJ Partnership
|
50 Rue du Rhône, 1204 Geneva, Switzerland
|
Jin Han
|
United Kingdom
|
Director of MEG and MEGH, and Group Head of Asia of MEG
|
12 Marina View, #26-01, Asia Square Tower 2, Singapore 018961
|
Magid Nabil Shenouda
|
United Kingdom
|
Director of MEG and MEGH, Global Head of Trading of MEG, and Partner MDJ Partnership
|
50 Rue du Rhône, 1204 Geneva, Switzerland
|
Guillaume Jean Roger Vermersch
|
France
|
Director of MEG and MEGH, and Group Chief Financial Officer of MEG
|
50 Rue du Rhône, 1204 Geneva, Switzerland
|
George Hadjimichael
|
Cyprus
|
Director of MEG and MEGH
|
Simou Menardou 8, Ria Court 8, Office 402, Larnaca 6015, Cyprus
|
Francois Sornay
|
France
|
Alternate Director and Assistant Secretary of MEG
|
50 Rue du Rhône, 1204 Geneva, Switzerland
|
Daniel Jaeggi
|
Switzerland
|
Alternate Director and Group President of MEG, and Partner of MDJ Partnership
|
50 Rue du Rhône, 1204 Geneva, Switzerland
|
Hong Zhu
|
United Kingdom
|
Alternate Director and Deputy Head of Asia of MEG
|
50 Rue du Rhône, 1204 Geneva, Switzerland
|
Gabriel Petrou
|
Cyprus
|
Alternate Director of MEG
|
Simou Menardou 8, Ria Court 8, Office 402, Larnaca 6015, Cyprus
|
Mercuria Energy Group Holding Ltd.
Mercuria Energy Group Holding Ltd. (“MEGH”) is managed by a board of directors. The name,
citizenship and principal occupation of each of the directors and executive officers of Mercuria Energy Group Holding Ltd. are
listed below:
Name
|
Citizenship
|
Principal Occupation
|
Principal Business Address
|
Henry Birt
|
Switzerland
|
Director of Mercuria HK, MEG, and MEGH, and Group Head of Audit & Internal Control of MEG
|
Jumeirah Lake Towers Unit n° Almas 63-a-1 Almas Tower - Plot n° JTL-PH1-A0 - Dubai, United Arab Emirates
|
Nikolay Valchinkovski
|
Bulgaria
|
Director of Mercuria HK and Director Treasury and Banking Governance of MEG and MEGH
|
Jumeirah Lake Towers Unit n° Almas 63-a-1 Almas Tower - Plot n° JTL-PH1-A0 - Dubai, United Arab Emirates
|
Marcin Czernik
|
Poland
|
Director of MEGH
|
Podchorazych 83, 00-722 Warsaw, Poland
|
Marco Dunand
|
Switzerland
|
Director of MEG and MEGH, Group Chief Executive Officer of MEG, Partner of MDJ Partnership
|
50 Rue du Rhône, 1204 Geneva, Switzerland
|
Jin Han
|
United Kingdom
|
Director of MEG and MEGH, and Group Head of Asia of MEG
|
12 Marina View, #26-01, Asia Square Tower 2, Singapore 018961
|
Magid Nabil Shenouda
|
United Kingdom
|
Director of MEG and MEGH, Global Head of Trading of MEG, and Partner MDJ Partnership
|
50 Rue du Rhône, 1204 Geneva, Switzerland
|
Guillaume Jean Roger Vermersch
|
France
|
Director of MEG and MEGH, and Group Chief Financial Officer, MEG
|
50 Rue du Rhône, 1204 Geneva, Switzerland
|
George Hadjimichael
|
Cyprus
|
Director of MEG and MEGH
|
Simou Menardou 8, Ria Court 8, Office 402, Larnaca 6015, Cyprus
|
Wang Dazhaung
|
China
|
Director of MEG and MEGH
|
1-5-2, A Shanling Lane, Qishan Middle Road, Huanggu District, Shenyang City, People’s Republic of China
|
Konstantina Kottorou
|
Greece
|
Secretary of MEGH
|
Jumeirah Lake Towers Unit n° Almas 63-a-1 Almas Tower - Plot n° JTL-PH1-A0 - Dubai, United Arab Emirates
|
MDJ Oil Trading Limited
MDJ Oil Trading Limited (“MDJ”)
is managed by a board of directors. The name and principal occupation of each of the directors and executive officers of MDJ Oil
Trading Limited are listed below:
Name
|
Citizenship
|
Principal Occupation
|
Principal Business Address
|
Andrea Pulcini
|
Italy
|
Director of MDJ
|
Jumeirah Lake Towers Unit n° Almas 63-a-1 Almas Tower - Plot n° JTL-PH1-A0 - Dubai, United Arab Emirates
|
Patrick Burki
|
Switzerland
|
Director of MDJ
|
Jumeirah Lake Towers Unit n° Almas 63-a-1 Almas Tower - Plot n° JTL-PH1-A0 - Dubai, United Arab Emirates
|
MDJ Partnership
MDJ Partnership (“MDJ Partnership”)
is managed by the partners. The name and principal occupation of each of the partners and executive officers of MDJ Partnership
are listed below:
Name
|
Citizenship
|
Principal Occupation
|
Principal Business Address
|
Marco Dunand
|
Switzerland
|
Partner of MDJ Partnership, Director of MEG and MEGH, and Group Chief Executive Officer of MEG
|
50 Rue du Rhône, 1204 Geneva, Switzerland
|
Daniel Jaeggi
|
Switzerland
|
Partner of MDJ Partnership, Alternate Director of MEG, and Group President of MEG
|
50 Rue du Rhône, 1204 Geneva, Switzerland
|
Magid Shenouda
|
United Kingdom
|
Partner of MDJ Partnership, Director of MEG and MEGH, and Global Head of Trading of MEG
|
50 Rue du Rhône, 1204 Geneva, Switzerland
|