Form 8-K_

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





8



Date of Report (Date of earliest event reported)

November 27, 2018



GREEN PLAINS INC.

(Exact name of registrant as specified in its charter)



Iowa

(State or other jurisdiction of incorporation)





 



 

001-32924

84-1652107

(Commission file number)

(IRS employer identification no.)

 

 

1811 Aksarben Drive, Omaha, Nebraska

68106

(Address of principal executive offices)

(Zip code)





(402) 884-8700

(Registrant’s telephone number, including area code)





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 1.02.Termination of a Material Definitive Agreement.



On November 27, 2018, Green Plains Inc. (“Green Plains” or the “Company”) repaid the remaining balance of its $500 million senior secured term loan due August 29, 2023 using a portion of the proceeds from the Kerry Transaction described below. The Company did not incur any early termination penalties to the lenders as a result of the repayment. 



Item 2.01.Completion of Acquisition or Disposition of Assets.



As previously announced, on October 23, 2018, Green Plains and Green Plains II LLC (“GP II”), an indirect wholly-owned subsidiary of Green Plains, entered into a stock purchase agreement with Kerry Holding Co. (“Kerry”) for GP II to sell all of the issued and outstanding capital stock of Fleischmann’s Vinegar Company, Inc. (the “Kerry Transaction”). On November 27, 2018, Green Plains closed on the Kerry Transaction. Green Plains received as consideration from Kerry approximately $353.9 million in cash and restricted cash, including net working capital adjustments.



Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.



(b)As part of the Company’s closing of the Kerry Transaction, Kenneth M. Simril, President – Fleischmann’s Vinegar Company, Inc. will no longer be considered an  executive officer of the Company, effective November 27, 2018, as Mr. Simril will continue to be an employee of Fleischmann’s Vinegar Company, Inc. following the closing of the Kerry Transaction.



Item 7.01. Regulation FD Disclosure. 



On November 28, 2018, the Company issued press releases announcing the closure of the Kerry Transaction and the repayment of the term loan. The press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated herein by reference.



Item 9.01.  Financial Statements and Exhibits.



(b) Pro Forma Financial Information.



The unaudited pro forma condensed consolidated financial statements required by this Item 9.01(b) will be filed within the time required by Form 8-K.



(d) Exhibits. The following exhibits are filed as part of this report.





 

Number

Description

99.1

Press Release, dated November 28, 2018, announcing re-payment of secured term loan.

99.2

Press Release, dated November 28, 2018, announcing completion of the Kerry Transaction.











 


 

 

SIGNATURES



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: November 28, 2018

 

Green Plains Inc.

 

 

By: /s/ John W. Neppl                  

John W. Neppl
Chief Financial Officer

(Principal Financial Officer)



 


Exhibit 991__

Exhibit 99.1

Picture 1



Green Plains Repays $500 Million Senior Secured Term Loan due 2023



OMAHA, Neb., Nov. 28, 2018 (GLOBE NEWSWIRE)  Green Plains Inc. (NASDAQ:GPRE) today announced that it has repaid its entire obligation for the $500 million senior secured term loan due 2023. All of the company’s assets and subsidiaries, not including Green Plains Partners LP (NASDAQ:GPP), are unencumbered from term debt.



“When we announced our portfolio optimization plan in May, our priorities included proving the value of our assets and significantly reducing or eliminating term debt and I am pleased to say we have achieved those objectives,” said Todd Becker, president and chief executive officer of Green Plains Inc. “For the first time in Green Plains’ history, we have no term debt which is a direct result of our efforts to strengthen our balance sheet through the completion of the reported asset sales.”



“We continue to focus our efforts on additional asset divestments, investing in high-protein process technology, repurchasing shares and reducing controllable expenses,” Becker added.



About Green Plains Inc.

Green Plains Inc. (NASDAQ:GPRE) is a diversified commodity-processing business with operations related to ethanol production, grain handling and storage, cattle feeding, and commodity marketing and logistics services. The company is one of the leading producers of ethanol in the world and, through its adjacent businesses, is focused on the production of high-protein feed ingredients and export growth opportunities. Green Plains owns a 49.1% limited partner interest and a 2.0% general partner interest in Green Plains Partners. For more information about Green Plains, visit www.gpreinc.com.



Forward-Looking Statements

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements reflect management’s current views, which are subject to risks and uncertainties including, but not limited to, anticipated financial and operating results, plans and objectives that are not historical in nature. These statements may be identified by words such as “believe,” “expect,” “may,” “should,” “will” and similar expressions. Factors that could cause actual results to differ materially from those expressed or implied include risks related to Green Plains’ ability to successfully complete the portfolio optimization plan and other risks discussed in Green Plains’ reports filed with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this news release. Green Plains assumes no obligation to update any such forward-looking statements, except as required by law.



Green Plains Inc. Contact: 

Jim Stark | Vice President Investor & Media Relations | Tel: 402.884.8700 | email: jim.stark@gpreinc.com



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Exhibit 992_

Exhibit 99.2

Picture 1



Green Plains Completes Sale of Fleischmann’s Vinegar to Kerry Group



OMAHA, Neb., Nov. 28, 2018 (GLOBE NEWSWIRE)  Green Plains Inc. (NASDAQ:GPRE) today announced that it has completed the previously announced stock purchase agreement with Kerry Group to sell the Fleischmann’s Vinegar Company, Inc. for $353.9 million in cash, including net working capital and other adjustments.



About Green Plains Inc.

Green Plains Inc. (NASDAQ:GPRE) is a diversified commodity-processing business with operations related to ethanol production, grain handling and storage, cattle feeding, commodity marketing and logistics services. The company is one of the leading producers of ethanol in the world and, through its adjacent businesses, is focused on the production of high-protein feed ingredients and export growth opportunities. Green Plains owns a 49.1% limited partner interest and a 2.0% general partner interest in Green Plains Partners. For more information about Green Plains, visit www.gpreinc.com.



Green Plains Inc. Contact: 

Jim Stark | Vice President Investor & Media Relations | Tel: 402.884.8700 | email: jim.stark@gpreinc.com



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