Current Report Filing (8-k)
August 11 2017 - 4:15PM
Edgar (US Regulatory)
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):
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August
7,
2017
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PACIFIC
ETHANOL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
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000-21467
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41-2170618
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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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400 Capitol Mall, Suite 2060
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Sacramento, California
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95814
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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:
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(916) 403-2123
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(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):
o
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communication 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 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
o
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.
o
Item 1.01.
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Entry into a Material Definitive Agreement.
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Pacific Ethanol Pekin,
LLC (“PE Pekin”), a wholly-owned subsidiary of Pacific Ethanol, Inc. (the “Company”) entered into an Amendment
No. 2 to Credit Agreement (“Amendment”) dated August 7, 2017 with Compeer Financial, PCA (as successor by merger to
1
st
Farm Credit Services, PCA) and CoBank, ACB.
Under
the Amendment, PE Pekin amended its term and revolving credit facilities by agreeing to increase the interest rate under
the facilities by 25 basis points to an annual rate equal to the 30-day London Interbank Offered Rate (LIBOR) plus 4.00%.
PE Pekin and its lender also agreed that PE Pekin is required to maintain working capital of not less than $17.5 million
from August 31, 2017 through December 31, 2017 and working capital of not less than $20.0 million from January 1, 2018
and continuing at all times thereafter, measured as of the last day of each calendar month. Under the prior terms, PE Pekin was
required to maintain working capital of not less than $20.0 million at all times, measured as of the last day of each
calendar month.
The description of
the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as
Exhibit 10.1 to this report and is incorporated herein by this reference.
Credit Agreement
The Amendment amends
that certain Credit Agreement, dated December 15, 2016, by and among Pacific Ethanol Pekin, Inc., 1st Farm Credit Services, PCA
and CoBank, ACB. A description of the Credit Agreement is set forth in the Company’s Current Report on Form 8-K for December
15, 2016 filed with the Securities and Exchange Commission on December 20, 2016 and is incorporated herein by this reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Number
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Description
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10.1
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Amendment No. 2 to Credit Agreement dated August 7, 2017 by and between Pacific Ethanol Pekin, LLC,
Compeer Financial, PCA and CoBank, ACB (*)
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_______________
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(*)
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Filed herewith. The agreement filed as an exhibit to this report contains representations and warranties
made by the parties thereto. The assertions embodied in such representations and warranties are not necessarily assertions of fact,
but a mechanism for the parties to allocate risk. Accordingly, investors should not rely on the representations and warranties
as characterizations of the actual state of facts or for any other purpose at the time they were made or otherwise.
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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.
Date: August 11, 2017
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PACIFIC ETHANOL, INC.
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By:
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/S/ CHRISTOPHER W. WRIGHT
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Christopher W. Wright
Vice President, General Counsel and Secretary
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EXHIBITS FILED
WITH THIS REPORT
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Number
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Description
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10.1
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Amendment No. 2 to Credit Agreement dated August 7, 2017 by and between Pacific Ethanol Pekin, LLC,
Compeer Financial, PCA and CoBank, ACB
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