Current Report Filing (8-k)
November 09 2020 - 8:46AM
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): November 6, 2020
PACIFIC
ETHANOL, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
|
000-21467
|
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41-2170618
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(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
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400
Capitol Mall, Suite 2060
Sacramento, California
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|
95814
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(Address
of Principal Executive Offices)
|
|
(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code: (916)
403-2123
(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):
☐ 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))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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PEIX
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The Nasdaq Stock Market LLC
(Nasdaq Capital Market)
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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
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Entry
into a Material Definitive Agreement.
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On
November 6, 2020, Pacific Ethanol Magic Valley, LLC (“PE Magic Valley”), a wholly-owned subsidiary of Pacific Ethanol,
Inc. (the “Company”), entered into a Real Estate Purchase and Sale Agreement (the “Purchase Agreement”)
dated November 6, 2020 by and between PE Magic Valley and Liberty Basin, LLC (“Purchaser”) to sell 134 acres of real
property (the “Land”), the rail loop, and grain handling assets at the Company’s facility in Burley, Idaho for
$10 million in cash. PE Magic Valley will retain 25 acres of real property and its renewable fuel plant. The sale includes all
buildings, fixtures and other improvements located on the Land, together with certain personal property appurtenant to the Land
and improvements and all easements, rights-of-way and privileges appertaining to or otherwise benefitting or used in connection
with the Land, improvements and personal property (the “Transaction”).
The
Transaction is expected to close on or before November 30, 2020, subject to customary closing conditions for transactions of this
type. There can be no assurance that the Transaction will be consummated.
The
Purchase Agreement also contains customary representations, warranties and covenants, and other terms and conditions.
The
description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference.
Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
(*)
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All
of the agreements filed as exhibits to this report contain 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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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
9, 2020
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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,
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Vice President, General Counsel & Secretary
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