SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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. 1)
Cullen Agricultural Holding Corp.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
229894100
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(CUSIP Number)
Brian Taylor
c/o Pine River Capital Management L.P.
601 Carlson Parkway
Suite 330
Minnetonka, MN 55305
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 2011
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(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
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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
11,096,895
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
11,096,895
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,096,895
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.1%
14. TYPE OF REPORTING PERSON
IA, PN
CUSIP No. 229894100
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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
1,685,624
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,685,624
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,685,624
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 229894100
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nisswa 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
7,510,363
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
7,510,363
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,510,363
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.7%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 229894100
--------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nisswa 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
1,818,742
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,818,742
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,818,742
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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
11,096,895
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
11,096,895
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,096,895
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.1%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 229894100
---------
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Item 1. Security and Issuer.
The name of the issuer is Cullen Agricultural Holding Corp., a Delaware
corporation (the "Issuer"). The address of the Issuer's principal
executive offices is 1431 N. Jones Plantation Road, Millen, Georgia 30442.
This schedule relates to the Issuer's Common Stock,
$0.0001 par value (the "Shares").
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Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed by Pine River Capital Management
L.P., a Delaware limited partnership (the "Investment Manager"), Nisswa
Acquisition Master Fund Ltd., a Cayman Islands exempted company,
Nisswa Master Fund Ltd., a Cayman Islands exempted company, Nisswa Fixed
Income Master Fund Ltd., a Cayman Islands exempted company,
and Brian Taylor, the managing member of Pine River Capital Management LLC,
the general partner of the Investment Manager (the "Managing Member")
(each a "Reporting Person" and collectively the "Reporting Persons").
The principal business address of the Investment Manager and the
Managing Member is located at 601 Carlson Parkway, Suite 330,
Minnetonka, MN 55305, United States of America.
(d) Brian Taylor has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, Pine River Capital Management L.P. may be deemed to
beneficially own 11,096,895 Shares.
As of the date hereof, Nisswa Acquisition Master Fund Ltd. may be deemed to
beneficially own 1,685,624 Shares.
As of the date hereof, Nisswa Master Fund Ltd. may be deemed to
beneficially own 7,510,363 Shares.
As of the date hereof, Nisswa Fixed Income Master Fund Ltd. may be deemed
to beneficially own 1,818,742 Shares.
As of the date hereof, Brian Taylor may be deemed to beneficially own
11,096,895 Shares.
The Reporting Persons are deemed to beneficially own the Shares because
they own warrants convertible into the Shares of the Issuer at an exercise price
of $12.00 per share.
No borrowed funds were used to purchase the warrants convertible into the
Shares, other than any borrowed funds used for working capital purposes in the
ordinary course of business.
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Item 4. Purpose of Transaction.
On October 22, 2009, there was an Agreement and Plan of Reorganization
among Triplecrown Acquisition Corp., Cullen Agricultural Holding Corp., CAT
Merger Sub, Inc., Cullen Agricultural Technologies, Inc. and Cullen Inc.
Holdings Ltd. As a result of the merger, there was a change in the number of
outstanding shares of the Issuer. In connection with the merger, the warrant
agreement governing the warrants held by the Reporting Persons was amended so
that (i) the warrants became exercisable, (ii) the exercise price of the
warrants was increased from $7.50 to $12.00 per share, (iii) the expiration date
of the warrants was extended from October 21, 2012 to October 21, 2013 and (iv)
the price at which the stock must trade for the warrants to be called for
redemption was increased from $13.75 to $17.00 per share. Prior to the date of
the merger, the warrants were not exercisable.
The Reporting Persons have no plans or proposals as of the date of this
filing which, other than as expressly set forth below, relate to, or would
result in, any of the actions enumerated in Item 4 of the instructions to
Schedule 13D.
The Reporting Persons reserve the right to be in contact with members of
the Issuer's management, the members of the Board, other significant
shareholders and others regarding alternatives that the Issuer could employ to
increase shareholder value.
The Reporting Persons reserve the right to effect transactions that would
change the number of shares they may be deemed to beneficially own.
The Reporting Persons further reserve the right to act in concert with any
other shareholders of the Issuer, or other persons, for a common purpose should
it determine to do so, and/or to recommend courses of action to the Issuer's
management, the Board, the Issuer's shareholders and others.
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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 11,096,895 Shares, or 36.1% of the Shares
of the Issuer, based upon the 30,727,609* Shares outstanding according to the
Issuer's most recent Form 8-K.
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 11,096,895 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 11,096,895 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 1,685,624 Shares, or 7.9% of the Shares of
the Issuer, based upon the 21,316,338* Shares outstanding according to the
Issuer's most recent Form 8-K.
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 1,685,624 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 1,685,624 Shares to which this filing relates.
(a, b) As of the date hereof, Nisswa Master Fund Ltd. may be
deemed to be the beneficial owner of 7,510,363 Shares, or 27.7% of the Shares
of the Issuer, based upon the 27,141,077* Shares outstanding according to the
Issuer's most recent Form 8-K.
Nisswa 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 7,510,363 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 7,510,363 Shares to which this filing relates.
(a, b) As of the date hereof, Nisswa Fixed Income Master Fund Ltd. may be
deemed to be the beneficial owner of 1,818,742 Shares, or 8.5% of the Shares of
the Issuer, based upon the 21,449,456* Shares outstanding according to the
Issuer's most recent Form 8-K.
Nisswa 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 1,818,742 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 1,818,742 Shares to which this filing relates.
(a, b) As of the date hereof, Brian Taylor may be deemed to be the
beneficial owner of 11,096,895 Shares, or 36.1% of the Shares of the Issuer,
based upon the 30,727,609* Shares outstanding according to the Issuer's most
recent Form 8-K.
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
11,096,895 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
11,096,895 Shares to which this filing relates.
Brian Taylor specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its 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
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* The number of outstanding shares is based on the 19,630,714 Shares the
Issuer reported outstanding as of March 24, 2011, adjusted for the number of
warrants beneficially owned by each Reporting Person.
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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.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement
Exhibit B: Schedule of Transactions in the Warrants of the Issuer
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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.
April 11, 2011
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(Date)
Pine River Capital Management L.P.
By: Pine River Capital Management LLC,
General Partner
By: /s/ Brian Taylor
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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
Nisswa 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
Nisswa 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
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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 April 11, 2011 relating to
the Common Stock, $0.0001 par value of Cullen Agricultural Holding Corp. shall
be filed on behalf of the undersigned.
Pine River Capital Management L.P.
By: Pine River Capital Management LLC,
General Partner
By: /s/ Brian Taylor
-----------------------------------------------
Name: Brian Taylor
Title: Managing Member of the General Partner
Nisswa Acquisition Master Fund Ltd.
By: Pine River Capital Management L.P.
By: Pine River Capital Management LLC,
General Partner
By: /s/ Brian Taylor
-----------------------------------------------
Name: Brian Taylor
Title: Managing Member of the General Partner
Nisswa Master Fund Ltd.
By: Pine River Capital Management L.P.
By: Pine River Capital Management LLC,
General Partner
By: /s/ Brian Taylor
-----------------------------------------------
Name: Brian Taylor
Title: Managing Member of the General Partner
Nisswa Fixed Income Master Fund Ltd.
By: Pine River Capital Management L.P.
By: Pine River Capital Management LLC,
General Partner
By: /s/ Brian Taylor
-----------------------------------------------
Name: Brian Taylor
Title: Managing Member of the General Partner
/s/ Brian Taylor
-----------------------------------------------
Brian Taylor
Exhibit B
TRANSACTIONS IN THE WARRANTS DURING THE PAST 60 DAYS
Nisswa Acquisition Master Fund Ltd.
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Date of
Transaction Number Purchased/ (Sold) Price ($)
April 1, 2011 (7,510,363) 0.005
Nisswa Master Fund Ltd.
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Date of
Transaction Number Purchased/ (Sold) Price ($)
April 1, 2011 7,510,363 0.005