Item
1.01
Entry into a Material Definitive Agreement.
On August
1
4
, 2018,
Green Plains Inc. (the “Company”)
closed the previously announced
exchange with certain
beneficial owners
(collectively the “Investors”) of the Company’s outstanding
3.25% Convertible Senior Notes due 2018 (
the
“
Old
Notes”)
,
pursuant to
which
such Investors
exchange
d
(the “Excha
nge”)
$55,454,000
in aggregate principal amount of the
Old
Notes for
$
55,454,000
in aggregate principal amount of 3.25% Convertible Senior Notes due 2019 (the “New Notes”).
On August 1
4
, 2018, the Company and Wilmington Trust, National Association, as Trustee (the “Trustee”), entered into an Indenture, dated as of August 1
4
, 2018 (the “Indenture”), among the Company and the Trustee, pursuant to which the Company issued the New Notes.
The New Notes
are
the senior, unsecured obligations of the Company and bear interest at a rate of 3.25% per annum
, payable semi-annually in arrears on April
1 and October 1
of each year, beginning on October 1, 2018. Interest on the New Notes will accrue from, and including, April 1, 2018
.
The New Notes will mature on October 1, 2019, unless earlier repurchased
or converted.
Holders of New Notes may convert their New Notes, at their option, in integral multiples of $1,000 principal amount, at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date of the New Notes.
The conversion rate
for the New Notes
wil
l initially
be
50.6481
shares of the Company’s common stock per $1,000 principal amount of New Notes, which corresponds to an initial conversion price of approximately $
19.74
per shar
e of the Company’s common stock
. The conversion rate will be subject to adjustment upon the occurrence of certain events. Upon conversion of the convertible notes, the Company will
settle its conversion obligation by delivering shares of its common stock at the applicable conversion rate, together with cash in lieu of any fractional share
.
The Company
will not have the right to redeem the New Notes at its election before their maturity.
The New Notes
are
subject to customary provisions providing for the acceleration of their principal and interest upon the occurrence of events that constitute an “event of default.” Events of default include, among other events, certain payment defaults, defaults in settling conversions, certain defaults under the Company’s other indebtedness and certain insolvency-related events.
The issuance of the New Notes to the Investors in the Exchange
were
made in reliance upon the exemption from registration
provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”).