Green Plains Prices Offering of $105 Million Aggregate Principal Amount of 4.00% Convertible Senior Notes due 2024
June 18 2019 - 8:15PM
Green Plains Inc. (NASDAQ:GPRE) today announced the pricing of its
offering of $105 million aggregate principal amount of convertible
senior notes due 2024, which was upsized from the previously
announced $100 million aggregate principal amount of notes. The
notes are to be offered and sold in a private placement to
qualified institutional buyers (as defined in Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”)), by the
initial purchasers of the notes. The company has also granted
the initial purchasers of the notes a 30-day option to purchase up
to an additional $20 million aggregate principal amount of notes.
The company expects to use approximately $40 million of the net
proceeds from the offering to repurchase approximately 3.2 million
shares of common stock concurrently with the offering in privately
negotiated transactions. These repurchases are allocated out of the
remaining $80 million of availability under the $100 million stock
purchase program authorized by the Board of Directors in 2014. The
company also expects to use approximately $57.8 million of the net
proceeds to repurchase the outstanding $56.8 million outstanding
principal amount of its 3.25% convertible senior notes due October
1, 2019, including accrued interest, in privately negotiated
transactions concurrently with this offering. The remaining
proceeds will be used for general corporate purposes.
The notes will bear interest at a rate of 4.00% per year,
payable on January 1 and July 1 of each year, beginning January 1,
2020, and mature on July 1, 2024. The notes will be general senior,
unsecured obligations of the company. On and after July 1, 2022,
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
January 1, 2024, the notes will not be convertible unless certain
conditions are satisfied. The initial conversion rate will be
64.1540 shares of the company's common stock per $1,000 principal
amount of notes (equivalent to an initial conversion price of
approximately $15.59 per share of the company's common stock),
representing an approximately 25.0% premium over the last reported
sale price of the company's common stock on The Nasdaq Global
Select Market on June 18, 2019. 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.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of,
the notes or any common stock issuable upon conversion of the notes
in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful. Any offers of the notes will be made only
by means of a private offering memorandum. The offer and sale of
the notes and any shares of the company's common stock issuable
upon conversion of the notes have not been registered under the
Securities Act, or applicable state securities laws, and the notes
and such shares may not be offered or sold in the United States or
to U.S. persons absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities laws.
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.
Forward-Looking StatementsThis 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: competition in the industries in which Green Plains
operates; commodity market risks, financial market risks;
counterparty risks; risks associated with changes to federal policy
or regulation, including changes to tax laws; risks related to
closing and achieving anticipated results from acquisitions and
disposals. Other factors can include risks associated with the
Green Plains’ ability to successfully complete the sale of assets
related to the company’s announced portfolio optimization plan or
achieve anticipated savings from Project 24, and realized benefits
from high-protein technology investment 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.
jim.stark@gpreinc.com
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