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): October 19,
2009
TRIPLECROWN ACQUISITION
CORP.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33698
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20-0333311
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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970 West
Broadway, PMB 402, Jackson, Wyoming
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83001
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area
code: 307-633-2831
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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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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TRIPLECROWN
ACQUISTION CORP. (“TRIPLECROWN”) HAS HELD PRESENTATIONS FOR CERTAIN OF ITS
STOCKHOLDERS AND WARRANTHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE
INTERESTED IN PURCHASING TRIPLECROWN SECURITIES, REGARDING ITS PROPOSED BUSINESS
COMBINATION WITH CULLEN AGRICULTURAL TECHNOLOGIES, INC. (“CULLEN
AGRITECH”).
TRIPLECROWN
HAS FILED A PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”)
AND CULLEN AGRICULTURAL HOLDING CORP. (“CAH”), A WHOLLY OWNED SUBSIDIARY OF
TRIPLECROWN, HAS FILED A REGISTRATION STATEMENT, IN EACH CASE, THAT CONTAIN A
DEFINITIVE PROXY STATEMENT/PROSPECTUS, IN CONNECTION WITH THE PROPOSED
TRANSACTION. STOCKHOLDERS AND WARRANTHOLDERS OF TRIPLECROWN AND OTHER INTERESTED
PERSONS ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH
TRIPLECROWN’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETINGS BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ TRIPLECROWN’S FINAL
PROSPECTUS, DATED OCTOBER 22, 2007, IN CONNECTION WITH TRIPLECROWN’S INITIAL
PUBLIC OFFERING (“IPO”) FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE
TRIPLECROWN OFFICERS AND DIRECTORS AND THEIR RESPECTIVE INTERESTS IN THE
SUCCESSFUL CONSUMMATION OF THE PROPOSED TRANSACTION. THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS HAS BEEN MAILED TO TRIPLECROWN STOCKHOLDERS AND
WARRANTHOLDERS, AS THE CASE MAY BE, AS SEPTEMBER 30, 2009. STOCKHOLDERS AND
WARRANTHOLDERS WILL ALSO MAY OBTAIN A COPY OF THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: TRIPLECROWN
ACQUISTION CORP., C/O PAUL VASSILAKOS, PETRINA ADVISORS, 590 MADISON AVENUE,
21ST FLOOR, NEW YORK, NEW YORK 10022, (212) 521-4398. FREE COPIES OF THESE
DOCUMENTS CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SEC’S INTERNET SITE
(HTTP://WWW.SEC.GOV).
TRIPLECROWN,
CAH, CULLEN AGRITECH AND THEIR RESPECTIVE DIRECTORS, EXECUTIVE OFFICERS,
AFFILIATES AND OTHER PERSONS MAY BE DEEMED TO BE PARTICIPANTS IN THE
SOLICITATION OF PROXIES FOR THE SPECIAL MEETINGS OF TRIPLECROWN STOCKHOLDERS AND
TRIPLECROWN WARRANTHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTION. ERIC
J. WATSON, TRIPLECROWN’S CHAIRMAN AND TREASURER, IS THE CHIEF EXECUTIVE OFFICER
OF CULLEN AGRITECH AND CONTROLS THE SOLE STOCKHOLDER OF CULLEN
AGRITECH. ADDITIONALLY, THE UNDERWRITERS IN TRIPLECROWN’S IPO
CONSUMMATED IN OCTOBER 2007 MAY ASSIST TRIPLECROWN IN ITS EFFORTS TO APPROVE THE
TRANSACTION. THE UNDERWRITERS ARE ENTITLED TO RECEIVE DEFERRED UNDERWRITING
COMPENSATION UPON COMPLETION OF THE PROPOSED TRANSACTION. ADDITIONAL
INFORMATION REGARDING THE INTERESTS OF POTENTIAL PARTICIPANTS IS INCLUDED IN THE
PROXY STATEMENT/PROSPECTUS AND OTHER MATERIALS FILED BY TRIPLECROWN AND CAH WITH
THE SEC.
ADDITIONAL INFORMATION AND
FORWARD-LOOKING STATEMENTS
FORWARD-LOOKING
STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS. SUCH FORWARD-LOOKING
STATEMENTS, BASED UPON THE CURRENT BELIEFS AND EXPECTATIONS OF MANAGEMENT OF
TRIPLECROWN, CAH AND CULLEN AGRITECH REGARDING, AMONG OTHER THINGS,
TRIPLECROWN’S PROPOSED BUSINESS COMBINATION WITH CULLEN AGRITECH DISCUSSED
HEREIN AND THE BUSINESS OF CULLEN AGRITECH, ARE SUBJECT TO RISKS AND
UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE
FORWARD-LOOKING STATEMENTS. THE RISK FACTORS LISTED IN CAH’S REGISTRATION
STATEMENT ON FORM S-4 AND TRIPLECROWN’S PROXY STATEMENT SET FORTH THE FACTORS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE SET FORTH IN THE
FORWARD-LOOKING STATEMENTS. NONE OF TRIPLECROWN, CAH OR CULLEN
AGRITECH ASSUMES ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED IN THIS
REPORT.
THE
INFORMATION ON TRIPLECROWN’S AND CULLEN AGRITECH’S WEBSITE IS NOT, AND SHALL NOT
BE DEEMED TO BE, A PART OF THIS CURRENT REPORT OR INCORPORATED IN EITHER
TRIPLECROWN’S OR CAH’S FILINGS MADE WITH THE SEC.
THIS
COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY
JURISDICTIONS IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION. NO OFFERING OF SECURITIES SHALL BE MADE EXCEPT BY MEANS OF A
PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933,
AS AMENDED.
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Item
1.01
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Entry
Into a Definitive Material
Agreement.
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Triplecrown
Acquisition Corp. (“Triplecrown”) today announced it has entered into an
agreement (the “Victory Agreement”) with Victory Park Capital Advisors, LLC
pursuant to which funds managed by Victory Park or other purchasers acceptable
to Victory Park and Triplecrown (collectively, “Victory Park”) will
use their reasonable best efforts to purchase up to an aggregate of
approximately 15.2 million shares of Triplecrown’s common stock from third
parties prior to the Special Meeting of Stockholders to be held on October 21,
2009, at which special meeting Triplecrown stockholders will consider and vote
upon the proposed transaction between Triplecrown and Cullen Agricultural
Technologies, Inc. (“Cullen Agritech”). Upon consummation of the proposed
transaction, (i) Triplecrown will merge with and into Cullen Agricultural
Holding Corp., a wholly owned subsidiary of Triplecrown (“CAH”), with CAH
surviving the merger and becoming the new publicly-traded corporation of which
the present holders of Triplecrown securities will be security holders by reason
of the automatic exchage of their Triplecrown securities for common stock and
warrants of CAH, and (ii) Triplecrown Merger Sub, Inc., a wholly owned
subsidiary of CAH, will merge with and into Cullen Agritech with Cullen Agritech
surviving the merger and becoming a wholly-owned subsidiary of
CAH. Victory Park is not an affiliate of any of Triplecrown, CAH, its
officers and directors and/or their respective affiliates, or Cullen
Agritech or their officers and directors and/or their respective
affiliates. It is anticipated that Victory Park will effect purchases of
Triplecrown’s common stock through independent, privately negotiated
transactions with third parties who are institutions or other sophisticated
investors that have voted against or indicated an intention to vote against the
Acquisition. Pursuant to the Victory Agreement, Triplecrown will pay Victory
Park a fee of 1.0% of the value of all Triplecrown shares purchased by Victory
Park from third parties up to $50 million, 0.8% of the value of all Triplecrown
shares purchased by Victory Park from third parties from between $50 million to
$100 million and 0.5% of the value of all Triplecrown shares purchased by
Victory Park from third parties above $100 million. All shares purchased as a
result of this Victory Agreement will be voted in favor of each of the
stockholder proposals to be presented at the Special Meeting of Stockholders,
which proposals are set forth in the definitive proxy statement/prospectus,
dated October 13, 2009, filed with the Securities and Exchange Commission (the
“Definitive Proxy Statement/Prospectus”). In connection with each purchase of
Triplecrown shares by Victory Park pursuant to the Victory Agreement, Victory
Park and Triplecrown will enter into a stock purchase agreement (each, a
“Victory Purchase Agreement”), pursuant to which Triplecrown will agree to
purchase the Triplecrown shares from Victory Park at a price equal to the
aggregate purchase price paid by Victory Park for the Triplecrown shares plus
the fees described above. No funds other than those payable to Victory Park may
be released from the trust account containing the net proceeds of Triplecrown’s
initial public offering following the consummation of the proposed transaction
until Triplecrown has paid Victory Park pursuant to the Victory Purchase
Agreements in full. Although Victory Park has a reasonable best efforts
obligation to purchase Triplecrown shares pursuant to the Victory Agreement,
there can be no assurance that any such purchases will be made. Such purchases,
if made, would increase the likelihood that a majority of
Triplecrown’s outstanding shares of common stock
will be voted in favor of the proposed transaction.
Attached
hereto as Exhibit 10.1 is a copy of the Victory Agreement, which is incorporated
herein by referenced.
Additionally,
as of the close of business on October 19, 2009, Triplecrown had also entered
into agreements to purchase approximately 3.9 million of the shares of its
common stock sold in its initial public offering (“Public Shares”), in privately
negotiated transactions from 8 stockholders who would otherwise vote
against Triplecrown’s proposed transaction with Cullen Agritech described in its
proxy statement/prospectus dated October 13, 2009, for an aggregate of
approximately $38.5 million. Pursuant to such agreements, the holders
have agreed to give Triplecrown’s management proxies to vote their Public Shares
in favor of the merger proposal, which will revoke any prior proxies voted
against the proposal. It is possible that further such agreements may
be entered into prior to the special meeting of stockholders on similar
terms. The closing of such purchases will be effected on the date the
merger is closed, out of the funds that are presently in Triplecrown’s trust
account and will be released as a result of the merger.
A press
release relating to all of the foregoing agreements is attached hereto as
Exhibit 99.1.
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Item
9.01
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Financial
Statements, Pro Forma Financial Information and
Exhibits.
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Exhibit
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Description
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10.1
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Agreement,
dated October 19, 2009, by and between Triplecrown Acquisition Corp. and
Victory Park Capital Advisors, LLC.
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99.1
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Press
release of Triplecrown Acquisition Corp. dated October 19,
2009.
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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.
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Dated: October 19,
2009
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TRIPLECROWN
ACQUISITION CORP.
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By:
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/s/ Eric J. Watson
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Eric
J. Watson
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Chairman
&
Treasurer
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