0001094891-16-000663.txt : 20161222 0001094891-16-000663.hdr.sgml : 20161222 20161222074857 ACCESSION NUMBER: 0001094891-16-000663 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141231 FILED AS OF DATE: 20161222 DATE AS OF CHANGE: 20161222 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tecnoglass Inc. CENTRAL INDEX KEY: 0001534675 STANDARD INDUSTRIAL CLASSIFICATION: FLAT GLASS [3211] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: AVENIDA CIRCUNVALAR A 100 MTS DE LA VIA CITY: BARRIO LAS FLORES BARRANQUILLA STATE: F8 ZIP: XXXXX BUSINESS PHONE: 57 1 281 1811 MAIL ADDRESS: STREET 1: AVENIDA CIRCUNVALAR A 100 MTS DE LA VIA CITY: BARRIO LAS FLORES BARRANQUILLA STATE: F8 ZIP: XXXXX FORMER COMPANY: FORMER CONFORMED NAME: Andina Acquisition Corp DATE OF NAME CHANGE: 20111110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fernandez Joaquin CENTRAL INDEX KEY: 0001602798 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35436 FILM NUMBER: 162065073 MAIL ADDRESS: STREET 1: AVENIDA CIRCUNVALAR A LA 100 MTS DE LA STREET 2: VIA 40, BARRIO LAS FLORES CITY: BARRANQUILLA STATE: F8 ZIP: XXXXX REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Velilla Becerra Alberto Jose CENTRAL INDEX KEY: 0001605631 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35436 FILM NUMBER: 162065074 MAIL ADDRESS: STREET 1: AVALON MGT LTD LANDMARK SQUARE,1ST FL 64 STREET 2: EARTH CLOSE, WEST BAY BEACH, S PO BOX715 CITY: GRAND CAYMAN KY1-1107 STATE: E9 ZIP: XXXXX REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Energy Holding Corp CENTRAL INDEX KEY: 0001602952 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35436 FILM NUMBER: 162065075 BUSINESS ADDRESS: STREET 1: AVENIDA CIRCUNVALAR A 100 MTS DE LA VIA STREET 2: 40, BARRIO LAS FLORES CITY: BARRANQUILLA STATE: F8 ZIP: XXXXX BUSINESS PHONE: 57-5-3734000 MAIL ADDRESS: STREET 1: AVALON MANAGEMENT LMT. LANDMARK SQ. 1 FL STREET 2: 54 EARTH CLOSE,WESTBAY BEACH S PO BOX715 CITY: GRAND CAYMAN KY1-1107 STATE: E9 ZIP: XXXXX 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-12-31 0001534675 Tecnoglass Inc. TGLS 0001602952 Energy Holding Corp AVALON MANAGEMENT LTD, LANDMARK SQUARE 64 EARTH CLOSE, WEST BAY BEACH SOUTH E9 CAYMAN ISLANDS 0 0 1 0 0001605631 Velilla Becerra Alberto Jose AVENIDA CIRCUNVALAR A 100 MTS DE LA VIA BARRIO LAS FLORES BARRANQUILLA F8 COLOMBIA 0 0 1 0 0001602798 Fernandez Joaquin AVENIDA CIRCUNVALAR A 100 MTS DE LA VIA BARRIO LAS FLORES BARRANQUILLA F8 COLOMBIA 0 1 1 0 Chief Financial Officer Ordinary Shares 2014-12-31 4 J 0 500000 0 A 19891270 D Ordinary Shares 2015-12-31 4 J 0 1000000 0 A 19891270 D Ordinary Shares 2016-12-20 4 J 0 1500000 0 A 21621442 D On December 31, 2014, Energy Holding Corp. ("EHC") became entitled to receive 500,000 ordinary shares of the issuer pursuant to an "earn-out" provision contained in the Agreement and Plan of Reorganization ("Merger Agreement") consummated in connection with the issuer's December 2013 merger. The Merger Agreement provided that EHC would receive the shares, for no additional consideration, if the issuer's EBITDA for the fiscal year ending December 31, 2016 exceeded $36 million. The issuer's EBITDA for the fiscal year ending December 31, 2014 exceeded such amount, as a result of which EHC acquired the shares pursuant to the Merger Agreement. The number of shares issuable pursuant to the earn-out right was determined on August 17, 2013 pursuant to the terms of the Merger Agreement which set forth the exact number of shares subject to such earn-out right. Accordingly, EHC's right to receive such shares became fixed and irrevocable on December 20, 2013, the effective date of the merger. On December 31, 2015, EHC became entitled to receive 1,000,000 ordinary shares of the issuer pursuant to the "earn-out" provision contained in the Merger Agreement consummated in connection with the issuer's December 2013 merger. The Merger Agreement provided that EHC would receive the shares, for no additional consideration, if the issuer's EBITDA for the fiscal year ending December 31, 2015 exceeded $40 million. The issuer's EBITDA for the fiscal year ending December 31, 2015 exceeded such amount, as a result of which EHC acquired the shares pursuant to the Merger Agreement. The number of shares issuable pursuant to the earn-out right was determined on August 17, 2013 pursuant to the terms of the Merger Agreement which set forth the exact number of shares subject to such earn-out right. Accordingly, EHC's right to receive such shares became fixed and irrevocable on December 20, 2013, the effective date of the merger. On December 20, 2016, EHC became entitled to receive 1,500,000 ordinary shares of the issuer pursuant to the "earn-out" provision contained in the Merger Agreement consummated in connection with the issuer's December 2013 merger. The Merger Agreement provided that EHC would receive the shares, for no additional consideration, if the issuer's EBITDA for the fiscal year ending December 31, 2016 exceeded $45 million. The issuer's EBITDA for the fiscal year ending December 31, 2016 exceeded such amount, as a result of which EHC acquired the shares pursuant to the Merger Agreement. The number of shares issuable pursuant to the earn-out right was determined on August 17, 2013 pursuant to the terms of the Merger Agreement which set forth the exact number of shares subject to such earn-out right. Accordingly, EHC's right to receive such shares became fixed and irrevocable on December 20, 2013, the effective date of the merger. The shares acquired in this transaction are already reflected in prior Form 4 filings by EHC and this Form 4 is simply reporting the transaction itself. Includes an aggregate of 230,172 shares issued as dividends pursuant to the issuer's regular quarterly dividend plan. Represents securities held by EHC. As a director of EHC, Mr. Becerra shares voting and dispositive power over securities held by EHC with Mr. Joaquin Fernandez. Messrs. Becerra and Fernandez disclaim beneficial ownership of such securities except to the extent of their pecuniary interests therein. /s/ Jose M. Daes, Chief Executive Officer of Energy Holding Corporation 2016-12-21 /s/ Alberto Jose Velilla Becerra 2016-12-21 /s/ Joaquin Fernandez 2016-12-21