Current Report Filing (8-k)
March 30 2018 - 4:31PM
Edgar (US Regulatory)
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):
March 27, 2018
TECNOGLASS
INC.
(Exact
Name of Registrant as Specified in Charter)
Cayman
Islands
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001-35436
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98-1271120
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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Avenida
Circunvalar a 100 mts de la Via 40, Barrio Las Flores, Barranquilla, Colombia
(Address
of Principal Executive Offices) (Zip Code)
(57)(5)
3734000
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction A.2. below):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
8.01 Other Events.
On
March 27, 2018, the board of directors of Tecnoglass Inc. (the “Company”) authorized the transfer of all of
the rights and obligations under the Company’s outstanding $210 million aggregate principal amount of 8.2% senior unsecured
5-year notes (the “Notes”) to its wholly owned subsidiary, Tecno Corporation. The assignment and restructuring aim
to reduce and optimize certain legal, administrative and reporting costs while also contributing to the reduction of tax inefficiencies
such as withholding taxes or the generation of taxes between related companies. Additionally, since Tecno Corporation is already
a guarantor of the obligations under the Notes, assigning the direct obligations under to this entity while including Tecnoglass
Inc. as a Guarantor, doesn´t change the credit position of current bondholders. The aforementioned changes are being addressed
in line with the requirements of the bond Indenture.
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.
Dated:
March 30, 2018
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TECNOGLASS
INC.
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By:
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/s/
Jose M. Daes
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Name:
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Jose
M. Daes
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Title:
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Chief
Executive Officer
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