CUSIP
No. 00856G109
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Page
2 of 10 Pages
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1
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NAME
OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PSP
AGFS Holdings, L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
AF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
30,000,000*
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
30,000,000*
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000,000*
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2%**
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14
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TYPE
OF REPORTING PERSON
PN
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*
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Beneficial
ownership of common stock of the Issuer has been calculated based upon the as-converted voting power of 150,000
shares of Series B Convertible Preferred Stock of the Issuer issued to PSP AGFS Holdings, L.P. on September 25, 2020, assuming
a conversion price of $5.00. See Item 5 of this Schedule 13D for further information.
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**
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Based
on 52,875,089 shares of common stock outstanding as of July 27, 2020 (as disclosed in the Quarterly Report on Form 10-Q filed
by the Issuer on August 10, 2020), plus the number of shares of common stock issuable upon the conversion of the 150,000 shares
of Series B Convertible Preferred Stock. See Item 3 of this Schedule 13D for further information.
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CUSIP
No. 00856G109
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Page
3 of 10 Pages
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1
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NAME
OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paine
Schwartz Food Chain Fund V GP, L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
30,000,000*
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
30,000,000*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000,000*
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12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2%**
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14
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TYPE
OF REPORTING PERSON
PN
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*
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Beneficial
ownership of common stock of the Issuer has been calculated based upon the as-converted voting power of 150,000
shares of Series B Convertible Preferred Stock of the Issuer issued to PSP AGFS Holdings, L.P. on September 25, 2020, assuming
a conversion price of $5.00. See Item 5 of this Schedule 13D for further information.
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**
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Based
on 52,875,089 shares of common stock outstanding as of July 27, 2020 (as disclosed in
the Quarterly Report on Form 10-Q filed by the Issuer on August 10, 2020), plus the number
of shares of common stock issuable upon the conversion of the 150,000 shares of Series
B Convertible Preferred Stock. See Item 3 of this Schedule 13D for further information.
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CUSIP
No. 00856G109
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Page
4 of 10 Pages
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1
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NAME
OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paine
Schwartz Food Chain Fund V GP, Ltd.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
30,000,000*
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
30,000,000*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000,000*
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2%**
|
14
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TYPE
OF REPORTING PERSON
OO
|
*
|
Beneficial
ownership of common stock of the Issuer has been calculated based upon the as-converted voting power of 150,000
shares of Series B Convertible Preferred Stock of the Issuer issued to PSP AGFS Holdings, L.P. on September 25, 2020, assuming
a conversion price of $5.00. See Item 5 of this Schedule 13D for further information.
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**
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Based
on 52,875,089 shares of common stock outstanding as of July 27, 2020 (as disclosed in
the Quarterly Report on Form 10-Q filed by the Issuer on August 10, 2020), plus the number
of shares of common stock issuable upon the conversion of the 150,000 shares of Series
B Convertible Preferred Stock. See Item 3 of this Schedule 13D for further information.
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CUSIP
No. 00856G109
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Page
5 of 10 Pages
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1
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NAME
OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W.
Dexter Paine, III
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
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3
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SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
30,000,000*
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
30,000,000*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000,000*
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2%**
|
14
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TYPE
OF REPORTING PERSON
IN
|
*
|
Beneficial
ownership of common stock of the Issuer has been calculated based upon the as-converted voting power of 150,000
shares of Series B Convertible Preferred Stock of the Issuer issued to PSP AGFS Holdings, L.P. on September 25, 2020, assuming
a conversion price of $5.00. See Item 5 of this Schedule 13D for further information.
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**
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Based
on 52,875,089 shares of common stock outstanding as of July 27, 2020 (as disclosed in
the Quarterly Report on Form 10-Q filed by the Issuer on August 10, 2020), plus the number
of shares of common stock issuable upon the conversion of the 150,000 shares of Series
B Convertible Preferred Stock. See Item 3 of this Schedule 13D for further information.
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CUSIP
No. 00856G109
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Page
6 of 10 Pages
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1
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NAME
OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kevin
M. Schwartz
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
30,000,000*
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
30,000,000*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000,000*
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2%**
|
14
|
TYPE
OF REPORTING PERSON
IN
|
*
|
Beneficial
ownership of common stock of the Issuer has been calculated based upon the as-converted voting power of 150,000
shares of Series B Convertible Preferred Stock of the Issuer issued to PSP AGFS Holdings, L.P. on September 25, 2020, assuming
a conversion price of $5.00. See Item 5 of this Schedule 13D for further information.
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**
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Based
on 52,875,089 shares of common stock outstanding as of July 27, 2020 (as disclosed in
the Quarterly Report on Form 10-Q filed by the Issuer on August 10, 2020), plus the number
of shares of common stock issuable upon the conversion of the 150,000 shares of Series
B Convertible Preferred Stock. See Item 3 of this Schedule 13D for further information.
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CUSIP
No. 00856G109
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Page
7 of 10 Pages
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Item 1.
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Security
and Issuer
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The
following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D (the original Schedule 13D, as amended
prior to the date hereof, is referred to herein as the “Schedule 13D”) filed by the undersigned with the Securities
and Exchange Commission (the “SEC”) on August 5, 2020. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms as set forth in the Schedule 13D.
Amendment
No. 1 is being filed to report changes in the beneficial ownership of the Reporting Persons as a result of the previously announced
final closing of the transactions contemplated by the Investment Agreement, which resulted in (i) first, the
issuance of 150,000 shares of Series B-2 Convertible Preferred Stock, par value $0.0001 per share (the “Series B-2 Preferred
Stock”) to the Investor on September 22, 2020 and (ii) second, the exchange of all of the Investor’s Series B-1 Preferred
Stock and Series B-2 Preferred Stock for 150,000 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the
“Series B Preferred Stock”) to the Investor on September 25, 2020. This Amendment No. 1 relates to the common
stock, par value $0.0001 per share (“Common Stock”) of AgroFresh Solutions, Inc., a Delaware corporation (the
“Issuer” or the “Company”). The principal executive offices of the Issuer are located at
One Washington Square, 510-530 Walnut Street, Suite 1350, Philadelphia, Pennsylvania 19106.
Item 5.
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Interests in Securities
of the Issuer
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Item
5 (a) and (b) of the Schedule 13D are hereby amended and restated as follows:
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(i)
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Investor
beneficially owns 30,000,000 shares of common stock, which represents 36.2% of the outstanding
common stock (calculated based on 52,875,089
shares of common stock outstanding as of July 27, 2020 (as disclosed in the Quarterly
Report on Form 10-Q filed by the Issuer on August 10, 2020)) (the “Calculation
Method”).
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(ii)
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Paine
Schwartz Food Chain Fund V GP, L.P. is the general partner of the Investor, and, as a
result may be deemed to beneficially own, and have shared voting and dispositive power
of 30,000,000 of common stock, which represents
36.2% of the outstanding common stock (calculated based on the Calculation Method).
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(iii)
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Paine
Schwartz Food Chain Fund V GP, Ltd. is the general partner of the Paine Schwartz Food
Chain Fund V GP, L.P., and, as a result may be deemed to beneficially own, and have shared
voting and dispositive power of 30,000,000 of common
stock, which represents 36.2% of the outstanding common stock (calculated based on the
Calculation Method).
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(iv)
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Mr.
Paine and Mr. Schwartz are each directors of Paine
Schwartz Food Chain Fund V GP, Ltd. and, as a result may be deemed to beneficially own,
and have shared voting and dispositive power of 30,000,000
of common stock, which represents 36.2% of the outstanding common stock (calculated based
on the Calculation Method). Each of Mr. Paine and Mr. Schwartz disclaim beneficial ownership
of any common stock held of record or beneficially owned by Paine Schwartz Food
Chain Fund V GP, Ltd., Paine Schwartz Food Chain Fund V GP, L.P. and the Investor.
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(c) Except
as set forth in Item 4, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent
verification, any person named in Exhibit 2 hereof, has effected any transaction in the common stock during the past 60 days.
(d) To
the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting
Persons identified in this Item 5.
(e) Not
applicable.
CUSIP
No. 00856G109
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Page
8 of 10 Pages
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Item 6.
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Contracts, Arrangements,
Undertaking or Relationships with Respect to Securities of the Issuer
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Item
6 of the Schedule 13D is hereby amended and restated as follows:
The
information set forth in Items 2, 3, 4 and 5 of this Schedule 13D is hereby incorporated by reference into this Item 6, as applicable.
Each
of the rights, preferences and privileges of the Series B Preferred Stock is set forth in a certificate of designation that was
filed with the Secretary of State of the State of Delaware on September 25, 2020, which is incorporated herein by reference to
that certain Exhibit 3.2 of the Issuer’s Current Report on Form 8-K filed on September 28, 2020 (the “Certificate
of Designation”).
The
Series B Preferred Stock ranks senior to the shares of the Company’s Common Stock, with respect to dividend rights and rights
on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.
The Series B Preferred Stock has a liquidation preference of $1,000 per share (the “Stated Value”). Holders of the
Series B Preferred Stock are entitled to a cumulative dividend at a rate of 16% per annum, of which 50% is payable in cash and
50% is payable in kind until the first anniversary of the Closing Date, after which 50% will be payable in cash, 37.5% will be
payable in kind, and the remaining 12.5% will be payable in cash or in kind, at the Company’s option, subject in each case
to adjustment under certain circumstances. Dividends on the Series B Preferred Stock are cumulative and payable quarterly in arrears.
All dividends that are paid in kind will accrete to, and increase, the Stated Value. The applicable dividend rate is subject to
increase by 2% per annum during any period that the Company is in breach of certain provisions of the Certificate of Designation.
The
Series B Preferred Stock is convertible into Common Stock at the election of the holder at any time at an initial conversion price
of $5.00 (the “Conversion Price”). The Conversion Price is subject to customary adjustments, including for stock splits
and other reorganizations affecting the Common Stock and pursuant to certain anti-dilution provisions for below market issuances.
The
Company may redeem any or all of the Series B Preferred Stock for cash at any time, subject, in the case of any partial redemption,
to a minimum redemption amount and a minimum amount of Series B Preferred Stock remaining outstanding. The redemption price of
each share of Series B Preferred Stock (the “Redemption Price”) would be (i) prior to the first anniversary of the
Closing Date, an amount sufficient to cause the multiple on invested capital (“MOIC”), as defined in the Certificate
of Designation, of such share to be 1.5, (ii) after the first anniversary and on or before the second anniversary of the Closing
Date, an amount sufficient to cause the MOIC of such share to be 1.75, and (iii) from and after the second anniversary of the
Closing Date, an amount sufficient to cause the MOIC of such share to be 2.0. Notwithstanding the foregoing, from and after the
third anniversary of the Closing Date, the Company will have the option to redeem the Series B Preferred Stock at a redemption
price equal to 100% of the liquidation preference of the shares of such series, plus any accrued and unpaid dividends to (the
“Alternative Redemption Price”) if the volume-weighted average price per share of the Common Stock for the 20 trading
days prior to the redemption date is at least $8.00 and a specified minimum average daily trading volume condition with respect
to the Common Stock is satisfied (and if such conditions are not satisfied, the Company would have the option to redeem the Series
B Preferred Stock at a price per share equal to the greater of the Redemption Price and the Alternative Redemption Price).
In
the event of a Change of Control (as defined in the Certificate of Designation), the Company will be required to make an offer
to repurchase all of the then-outstanding shares of Series B Preferred Stock for cash consideration per share equal to the greater
of (i) the then-applicable Redemption Price or, in the event of a Change of Control after the third anniversary of the Closing
Date, the Alternative Redemption Price, and (ii) the amount such holders would be entitled to receive at such time if the Series
B Preferred Stock were converted into Common Stock.
The
Certificate of Designation provides that holders of the Series B Preferred Stock shall have the right to vote on matters submitted
to a vote of the holders of Common Stock on an as-converted basis unless required by applicable law. The Certificate of Designation
also provides that the holders of the Series B Preferred Stock will have separate class approval rights over certain specified
actions that would affect the rights of holders of the Series B Preferred Stock.
CUSIP
No. 00856G109
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Page
9 of 10 Pages
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Pursuant
to the Investment Agreement, the Company agreed to increase the size of its Board to ten directors in connection with the Closing
Date and appointed two individuals designated by the Investor on the Closing Date. In addition, commencing on the first anniversary
of the Closing Date (or earlier under certain circumstances), the Investor will have the right to appoint additional directors
to the Board, such that the total number of its designees would be proportionate to its
ownership of Common Stock, on an as-converted basis.
Under
the Investment Agreement, so long as the Investor beneficially owns, on an as-converted basis, at least 10% of the outstanding
shares of Common Stock on an as-converted basis, subject to customary exceptions, the Company is required to give the Investor
notice of any proposed issuance by the Company of any shares of Common Stock or preferred stock, or any shares convertible into
or exchangeable for such shares, prior to the proposed date of issuance. The Investor is then entitled to purchase up to its pro
rata share of the securities the Company proposes to issue, at the same price and on the same terms as those disclosed in the
notice.
The
Investor is subject to certain standstill restrictions, including that its affiliates will be restricted from acquiring additional
securities of the Company, subject to certain exceptions, until the later of (i) the date no designees of the Investor serve on
the Board and the Investor has no rights (or has irrevocably waived its rights) to designate directors for election to the Board
and (ii) the 18-month anniversary of July 27, 2020. The Investor has also agreed to restrictions on its ability to dispose of
shares of the Preferred Stock until the 18-month anniversary of July 27, 2020, subject to certain exceptions.
The
Investor has certain customary registration rights with respect to the Common Stock issuable upon conversion of the Preferred
Stock pursuant to the terms of a registration rights agreement, dated July 27, 2020 between the Issuer and the Investor.
The
foregoing description of the terms of the Series B Preferred Stock, the Investment Agreement, the Certificate of Designation and
the Registration Rights Agreement and the transactions contemplated thereby does not purport to be complete and is subject to,
and qualified in its entirety by, the full text of the Investment Agreement and the exhibits thereto, which is attached hereto
as Exhibit 3, and is incorporated herein by reference.
CUSIP
No. 00856G109
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Page
10 of 10 Pages
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SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated
as of November 3, 2020
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PSP
AGFS Holdings, L.P.
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By:
|
/s/
Kevin Schwartz
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Name:
Kevin Schwartz
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Its: Chief
Executive Officer
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Paine
Schwartz Food Chain Fund V GP, L.P.
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By:
|
Paine
Schwartz Food Chain Fund V GP, Ltd.
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Its:
General Partner
|
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|
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By:
|
/s/
Kevin Schwartz
|
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Name:
Kevin Schwartz
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Its: Director
|
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Paine
Schwartz Food Chain Fund V GP, Ltd.
|
|
|
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By:
|
/s/
Kevin Schwartz
|
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Name:
Kevin Schwartz
|
|
Its: Director
|
|
|
|
By:
|
/s/
Kevin Schwartz
|
|
Name:
Kevin Schwartz
|
|
|
|
By:
|
/s/
W. Dexter Paine, III
|
|
Name:
W. Dexter Paine, III
|