Item 1.01. Entry into a Material Definitive Agreement.
Public Offering of Common Stock
On March 1, 2021, Green Plains Inc. (the "Company") completed the public
offering of 8,751,500 shares (the "Shares") of common stock, par value $0.001
per share, of the Company (the "Common Stock") at a public offering price of
$23.00 per share (the "Common Stock Offering"). This includes the purchase of
1,141,500 shares of common stock by the underwriters pursuant to the full
exercise of their overallotment option. The Common Stock Offering resulted in
estimated net proceeds to the Company of approximately $191.1 million, after
deducting underwriting discounts and commissions and the Company's estimated
offering expenses.
In connection with the Common Stock Offering, on February 24, 2021, the Company
entered into an underwriting agreement (the "Common Stock Underwriting
Agreement") with Jefferies LLC and BofA Securities, Inc., as representatives of
the several underwriters named therein, relating to the issuance and sale of the
Shares. Under the terms of the Common Stock Underwriting Agreement, the
underwriters agreed to purchase the Shares from the Company at a price of $23.00
per share. The Company expects to use the net proceeds from the Common Stock
Offering for general corporate purposes and to repay the outstanding balance of
the 2022 notes (as defined below) at their maturity date.
Public Offering of Convertible Senior Notes
On March 1, 2021, the Company completed the public offering of $230.0 million
aggregate principal amount of the Company's 2.25% convertible notes due 2027
(the "Notes", and such offering the "Convertible Notes Offering"). This includes
the purchase of $30.0 million Notes by the underwriters pursuant to the full
exercise of their overallotment option. The Convertible Notes Offering resulted
in estimated net proceeds to the Company of approximately $222.5 million, after
deducting the underwriting discounts and commissions and the Company's estimated
offering expenses.
In connection with the Convertible Notes Offering, on February 24, 2021, the
Company entered into an underwriting agreement with Jefferies LLC and BofA
Securities, Inc., as representatives of the several underwriters named therein
(the "Convertible Notes Underwriting Agreement" and together with the Common
Stock Underwriting Agreement, the "Underwriting Agreements").
The Notes were issued pursuant to an indenture dated as of March 1, 2021 (the
"Base Indenture") between the Company and Wilmington Trust, National
Association, as trustee (the "Trustee"), as supplemented by that certain first
supplemental indenture, dated as of March 1, 2021, between the Company and the
Trustee (the "Supplemental Indenture" and together with the Base Indenture the
"Indenture") in connection with the closing of the Convertible Notes Offering.
The Notes were priced to investors in the offering at 100% of par, resulting in
estimated net proceeds to the Company of approximately $222.5 million, after
deducting the underwriting discounts and commissions and the Company's estimated
offering expenses.
The Company used approximately $156.5 million of the net proceeds of the
Convertible Notes Offering to repurchase approximately $135.7 million aggregate
principal amount of its 4.125% convertible notes due 2022 (the "2022 notes"), in
privately negotiated transactions concurrently with the Convertible Notes
Offering. The Company intends to use the balance of the net proceeds from the
Convertible Notes Offering to repay the 2022 notes remaining outstanding at
their maturity date and for general corporate purposes.
The Notes will bear interest at a rate of 2.25% per year, payable on March 15
and September 15 of each year, beginning September 15, 2021, and mature on March
15, 2027. The Notes will be general senior, unsecured obligations of the
Company. On and after March 15, 2024, and prior to the maturity date, the
Company may redeem, for cash, all, but not less than all, of the Notes if the
last reported sale price of the Company's common stock equals or exceeds 140% of
the applicable conversion price on (i) at least 20 trading days during a 30
consecutive trading day period ending on the trading day immediately prior to
the date the Company delivers notice of the redemption; and (ii) the trading day
immediately before the date of the redemption notice. The redemption price will
equal 100% of the principal amount of the Notes to be redeemed, plus any accrued
and unpaid interest to, but excluding, the redemption date. In addition, upon
the occurrence of a "fundamental change" (as defined in the indenture for the
Notes), holders of the Notes will have the right, at their option, to require
the Company to repurchase their Notes for cash at a price equal to 100% of the
principal amount of the Notes to be repurchased, plus accrued and unpaid
interest to, but excluding, the fundamental change repurchase date.
The Notes will be convertible, at the option of the holders, into consideration
consisting of, at the Company's election, cash, shares of the Company's common
stock, or a combination of cash and stock (and cash in lieu of fractional
shares). However, before September 15, 2026, the Notes will not be convertible
unless certain conditions are
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satisfied. The initial conversion rate will be 31.6206 shares of the Company's
common stock per $1,000 principal amount of Notes (equivalent to an initial
conversion price of approximately $31.62 per share of the Company's common
stock), representing an approximately 37.5% premium over the offering price of
the Company's common stock. The conversion rate will be subject to adjustment
upon the occurrence of certain events. In addition, the Company may be obligated
to increase the conversion rate for any conversion that occurs in connection
with certain corporate events, including the Company's calling the Notes for
redemption.
The Indenture provides for customary events of default which include (subject in
certain cases to customary grace and cure periods), among others, the following:
nonpayment of principal or interest; breach of covenants or other agreements in
the Indenture; defaults in failure to pay certain other indebtedness; and
certain events of bankruptcy or insolvency. Generally, if an event of default
occurs and is continuing under the Indenture, the Trustee or the holders of at
least 25% in aggregate principal amount of the Notes then outstanding may
declare the principal and accrued interest on all the Notes immediately due and
payable.
General
The Common Stock Offering and the Convertible Notes Offering are being made
pursuant to the Company's effective registration statement on Form S-3 (File No.
333-253148), initially filed with the Securities and Exchange Commission (the
"SEC") on February 16, 2021, and prospectus supplements and accompanying
prospectus filed with the SEC.
The Underwriting Agreements contain customary representations, warranties and
agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the underwriters, including for liabilities under
the Securities Act of 1933, as amended, other obligations of the parties and
. . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information disclosed in Item 1.01 under the heading "Public Offering of
Convertible Senior Notes" is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On March 1, 2021, the Company issued a press release announcing the closing of
the sale of the Common Stock and Notes. The press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report.
Exhibit No. Description of Exhibit
1.1 Underwriting Agreement, dated February 24, 2021, related to the
Common Stock. (The schedules to the Underwriting Agreement have been
omitted. The Company will furnish such schedules to the SEC upon
request.)
1.2 Underwriting Agreement, dated February 24, 2021, related to the
2027 Notes. (The schedules to the Underwriting Agreement have been
omitted. The Company will furnish such schedules to the SEC upon
request.)
4.1 Indenture, dated March 1, 2021, between Green Plains Inc. and
Wilmington Trust, National Association, as trustee.
4.2 First Supplemental Indenture relating to the 2.25% Convertible
Senior Notes due 2027, dated as of March 1, 2021, between Green
Plains Inc. and Wilmington Trust, National Association, including
the form of Global Note attached as Exhibit A thereto.
4.3 Form of Global Note representing 2.25% Convertible Senior Notes
due 2027 (included as a part of Exhibit 4.2).
5.1 Opinion of Husch Blackwell LLP, related to the Common Stock.
5.2 Opinion of Husch Blackwell LLP, related to the 2027 Notes.
23.1 Consent of Husch Blackwell LLP (included Exhibit 5.1).
23.2 Consent of Husch Blackwell LLP (included in Exhibit 5.2).
99.1 Press Release, dated March 1, 2021.
104 Cover Page Interactive Data File (embedded within Inline XBRL
document)
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