0001288136-13-000078.txt : 20131024 0001288136-13-000078.hdr.sgml : 20131024 20131023181416 ACCESSION NUMBER: 0001288136-13-000078 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131024 DATE AS OF CHANGE: 20131023 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cullen Agricultural Holding Corp CENTRAL INDEX KEY: 0001471256 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85065 FILM NUMBER: 131166479 BUSINESS ADDRESS: STREET 1: 1193 SEVEN OAKS RD. CITY: WAYNESBORO STATE: GA ZIP: 30830 BUSINESS PHONE: 706-621-6737 MAIL ADDRESS: STREET 1: 1193 SEVEN OAKS RD. CITY: WAYNESBORO STATE: GA ZIP: 30830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pine River Capital Management L.P. CENTRAL INDEX KEY: 0001288136 IRS NUMBER: 710868907 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 330 CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 6122383300 MAIL ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 330 CITY: MINNETONKA STATE: MN ZIP: 55305 FORMER COMPANY: FORMER CONFORMED NAME: Pine River Capital Management, L.P. DATE OF NAME CHANGE: 20040512 FORMER COMPANY: FORMER CONFORMED NAME: NISSWA MASTER FUND LTD DATE OF NAME CHANGE: 20040422 SC 13D/A 1 cagz13damend102313..txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3) Cullen Agricultural Holding Corp. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.0001 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 229894100 -------------------------------------------------------------------------------- (CUSIP Number) Brian Taylor c/o Pine River Capital Management L.P. 601 Carlson Parkway Suite 330 Minnetonka, MN 55305 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 22, 2013* -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. CUSIP No. 229894100 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pine River Capital Management L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON IA, PN CUSIP No. 229894100 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nisswa Acquisition Master Fund Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON CO CUSIP No. 229894100 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pine River Master Fund Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON CO CUSIP No. 229894100 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pine River Fixed Income Master Fund Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON CO CUSIP No. 229894100 -------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brian Taylor 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 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 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON IN CUSIP No. 229894100 --------- -------------------------------------------------------------------------------- Item 1. Security and Issuer. The name of the issuer is Cullen Agricultural Holding Corp., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 1193 Seven Oaks Rd., Waynesboro, GA, 30830. This schedule relates to the Common Stock, $0.0001 par value (the "Shares") of the Issuer. -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a, b) As of the date hereof, Pine River Capital Management L.P. may be deemed to be the beneficial owner of 0 Shares, or 0% of the Shares of the Issuer, based upon the 19,630,714 Shares issued and outstanding according to the Form 10-Q of the Issuer filed July 30, 2013. Pine River Capital Management L.P. has the sole power to vote or direct the vote of 0 Shares to which this filing relates; shares the power to vote or direct the vote of the 0 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and shares the power to dispose or direct the disposition of the 0 Shares to which this filing relates. Pine River Capital Management L.P. specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. (a, b) As of the date hereof, Nisswa Acquisition Master Fund Ltd. may be deemed to be the beneficial owner of 0 Shares, or 0% of the Shares of the Issuer, based upon the 19,630,714 Shares issued and outstanding according to the Form 10-Q of the Issuer filed July 30, 2013. Nisswa Acquisition Master Fund Ltd. has the sole power to vote or direct the vote of 0 Shares to which this filing relates; shares the power to vote or direct the vote of the 0 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and shares the power to dispose or direct the disposition of the 0 Shares to which this filing relates. Nisswa Acquisition Master Fund Ltd. specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. (a, b) As of the date hereof, Pine River Master Fund Ltd. may be deemed to be the beneficial owner of 0 Shares, or 0% of the Shares of the Issuer, based upon the 19,630,714 Shares issued and outstanding according to the Form 10-Q of the Issuer filed July 30, 2013. Pine River Master Fund Ltd. has the sole power to vote or direct the vote of 0 Shares to which this filing relates; shares the power to vote or direct the vote of the 0 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and shares the power to dispose or direct the disposition of the 0 Shares to which this filing relates. Pine River Master Fund Ltd. specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. (a, b) As of the date hereof, Pine River Fixed Income Master Fund Ltd. may be deemed to be the beneficial owner of 0 Shares, or 0% of the Shares of the Issuer, based upon the 19,630,714 Shares issued and outstanding according to the Form 10-Q of the Issuer filed July 30, 2013. Pine River Fixed Income Master Fund Ltd. has the sole power to vote or direct the vote of 0 Shares to which this filing relates; shares the power to vote or direct the vote of the 0 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and shares the power to dispose or direct the disposition of the 0 Shares to which this filing relates. Pine River Fixed Income Master Fund Ltd. specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. (a, b) As of the date hereof, Brian Taylor may be deemed to be the beneficial owner of 0 Shares, or 0% of the Shares of the Issuer, based upon the 19,630,714 Shares issued and outstanding according to the Form 10-Q of the Issuer filed July 30, 2013. Brian Taylor has the sole power to vote or direct the vote of 0 Shares to which this filing relates; shares the power to vote or direct the vote of the 0 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and shares the power to dispose or direct the disposition of the 0 Shares to which this filing relates. Brian Taylor specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. The Shares were acquired for investment purposes. The Reporting Persons may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case purchased in a private transaction with the Issuer, block sales or purchases or otherwise, or may continue to hold the Shares. Moreover, the Reporting Persons may engage in any or all of the items discussed in Item 4 above. (c) See Exhibit B for schedule of transactions. (d) Inapplicable (e) Inapplicable -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A: Joint Filing Agreement Exhibit B: Schedule of Transactions in the Shares of the Issuer -------------------------------------------------------------------------------- * Per the Form 10-K of the Issuer, the warrants exercisable for the Shares expire October 22, 2013. The Reporting Persons are filing this Schedule 13D due to the change in their beneficial interest in the Shares as a result of the expiration of the warrants. 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. October 23, 2013 ---------------------------------------- (Date) Pine River Capital Management L.P. By: Pine River Capital Management LLC, General Partner By: /s/ Brian Taylor ----------------------------------------------- Name: Brian Taylor Title: Managing Member of the General Partner Nisswa Acquisition Master Fund Ltd. By: Pine River Capital Management L.P. By: Pine River Capital Management LLC, General Partner By: /s/ Brian Taylor ----------------------------------------------- Name: Brian Taylor Title: Managing Member of the General Partner Pine River Master Fund Ltd. By: Pine River Capital Management L.P. By: Pine River Capital Management LLC, General Partner By: /s/ Brian Taylor ----------------------------------------------- Name: Brian Taylor Title: Managing Member of the General Partner Pine River Fixed Income Master Fund Ltd. By: Pine River Capital Management L.P. By: Pine River Capital Management LLC, General Partner By: /s/ Brian Taylor ----------------------------------------------- Name: Brian Taylor Title: Managing Member of the General Partner /s/ Brian Taylor ----------------------------------------------- Brian Taylor Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13D, dated October 23, 2013 relating to the Common Stock, $0.0001 par value of Cullen Agricultural Holding corp. shall be filed on behalf of the undersigned. Pine River Capital Management L.P. By: Pine River Capital Management LLC, General Partner By: /s/ Brian Taylor ----------------------------------------------- Name: Brian Taylor Title: Managing Member of the General Partner Nisswa Acquisition Master Fund Ltd. By: Pine River Capital Management L.P. By: Pine River Capital Management LLC, General Partner By: /s/ Brian Taylor ----------------------------------------------- Name: Brian Taylor Title: Managing Member of the General Partner Pine River Master Fund Ltd. By: Pine River Capital Management L.P. By: Pine River Capital Management LLC, General Partner By: /s/ Brian Taylor ----------------------------------------------- Name: Brian Taylor Title: Managing Member of the General Partner Pine River Fixed Income Master Fund Ltd. By: Pine River Capital Management L.P. By: Pine River Capital Management LLC, General Partner By: /s/ Brian Taylor ----------------------------------------------- Name: Brian Taylor Title: Managing Member of the General Partner /s/ Brian Taylor ----------------------------------------------- Brian Taylor Exhibit B TRANSACTIONS IN THE SHARES OF THE ISSUER BY THE REPORTING PERSONS DURING THE PAST 60 DAYS The following table sets forth all transactions in the Shares effected by any of the Reporting Persons during the past 60 days. Trans Quantity Price Trade Date Settlement Date Type -NONE-