Current Report Filing (8-k)
May 07 2018 - 4:34PM
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):
May 4, 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 1.01
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Entry into a Material Definitive Agreement.
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As
previously reported, on March 1, 2017 (the “Effective Date”), Tecnoglass Inc. (the “Company”) entered
into and consummated a purchase agreement, as amended (the “Purchase Agreement”), with Giovanni Monti (the “Seller”),
the owner of 100% of the outstanding shares of Giovanni Monti and Partners Consulting and Glazing Contractors (“GM&P”).
Pursuant to the Purchase Agreement, the Company acquired all of the shares of GM&P from the Seller for a purchase price of
US$35 million. An initial US$6 million of the purchase price was payable and paid in cash within 60 days from the Effective Date.
The remaining US$29 million of the purchase price was payable on or before May 15, 2018.
On
May 4, 2018, the Company paid the Seller an additional US$6 million of cash on hand and entered into an agreement with the Seller
to settle the remaining balance of the purchase price (the “Settlement Agreement”). Pursuant to the Settlement Agreement,
the remaining US$23 million of the purchase price was satisfied through the issuance of a US$10 million junior subordinated note
(the “Note”) and the issuance of an aggregate of US$13 million of ordinary shares of the Company valued at $10.50
per share (or an aggregate of 1,238,095 ordinary shares of the Company). The Note will have semi-annual interest-only payments
at a fixed rate of 6% per annum and matures in March 2022.
On
May 7, 2018, the Company issued a press release announcing the foregoing.
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The
information provided in Item 1.01 of this Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
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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:
May 7, 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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