Current Report Filing (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

Date of Report (Date of earliest event reported)

June 18 , 2019

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GPRE	The Nasdaq Stock Market LLC

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 8.01 . Other Events .

On June 18, 2019, Green Plains Inc. (the “ Company ”) issued a press release announcing the pricing of its offering of $105.0 million aggregate principal amount of 4.00% Convertible Senior Notes due July 1, 2024 (the “ Notes ”), which was upsized from the previously announced $100.0 million aggregate principal amount of Notes. The Notes are to be offered and sold in a private placement only to qualified institutional buyers (as defined in Rule 144A under the Securities Act of 1933, as amended). The Company also granted the initial purchasers of the Notes an option to purchase up to an additional $20.0 million in aggregate principal amount of the Notes.

The Company intends to use approximately $40.0 million of the net proceeds to repurchase approximately 3.2 million shares of common stock concurrently with the offering. The Company also intends to use approximately $57.8 million of the net proceeds from the offering to repurchase the $56.8 million outstanding aggregate principal amount of its 3.25% convertible senior notes due October 1, 2019, including accrued interest, and to use the balance of the net proceeds for general corporate purposes . A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

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


Exhibit No.	Description of Exhibit

99.1	Press Release, dated June 18, 2019

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.