GPRE Green Plains
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 11, 2021
GREEN PLAINS INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission file number)
(IRS employer identification no.)
1811 Aksarben Drive, Omaha, Nebraska
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $0.001 per share
The Nasdaq Stock Market LLC
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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On May 11, 2021, Green Plains Inc. (the “Company”) entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with certain noteholders (the “Noteholders”) of the Company’s 4.00% Convertible Senior Notes due 2024 (the “2024 Notes”), pursuant to which the Noteholders have agreed to exchange $51 million in aggregate principal amount of the Company’s outstanding 2024 Notes for shares of the Company’s common stock, par value $0.01 per share (“Common Stock”). Pursuant to the Exchange Agreement, the number of shares of Common Stock to be issued by the Company to the Noteholders upon consummation of the exchange will be determined based upon the lesser of $31.82 per share and the daily volume weighted-average price (“VWAP”) per share of Common Stock during a three trading-day averaging period, commencing on the trading day immediately following the date of the Exchange Agreement. The Company has agreed to pay the Noteholders accrued but unpaid interest on the 2024 Notes in cash. The Company expects to complete the exchanges by May 18, 2021, subject to customary closing conditions.
The exchange of treasury shares of Common Stock for the 2024 Notes is being made pursuant to an exemption from registration provided in Section 3(a)(9) of the Securities Act of 1933, as amended. This Current Report on Form 8-K does not constitute an offer to exchange the 2024 Notes or other securities of the Company for Common Stock or other securities of the Company.
The description of the Exchange Agreement is qualified in its entirety by reference to the form of Exchange Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02. Unregistered Sale of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report.
Description of Exhibit
Cover Page Interactive Data File (embedded within Inline XBRL document)
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.
Date: May 12, 2021
Green Plains Inc.
By: /s/ G. Patrich Simpkins Jr.
G. Patrich Simpkins Jr.
(Principal Financial Officer)