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