0001193125-17-212469.txt : 20170626 0001193125-17-212469.hdr.sgml : 20170626 20170626085055 ACCESSION NUMBER: 0001193125-17-212469 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170623 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20170626 DATE AS OF CHANGE: 20170626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Green Plains Inc. CENTRAL INDEX KEY: 0001309402 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 841652107 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32924 FILM NUMBER: 17928953 BUSINESS ADDRESS: STREET 1: 1811 AKSARBEN DRIVE CITY: OMAHA STATE: NE ZIP: 68106 BUSINESS PHONE: 402-884-8700 MAIL ADDRESS: STREET 1: 1811 AKSARBEN DRIVE CITY: OMAHA STATE: NE ZIP: 68106 FORMER COMPANY: FORMER CONFORMED NAME: Green Plains Renewable Energy, Inc. DATE OF NAME CHANGE: 20100106 FORMER COMPANY: FORMER CONFORMED NAME: GREEN PLAINS RENEWABLE ENERGY, INC. DATE OF NAME CHANGE: 20060314 FORMER COMPANY: FORMER CONFORMED NAME: Green Plains Renewable Energy, Inc. DATE OF NAME CHANGE: 20041123 8-K 1 d410188d8k.htm FORM 8-K Form 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 23, 2017

 

 

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))

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 3.02. Unregistered Sales of Equity Securities.

On June 23, 2017, Green Plains Inc. (the “Company”) entered into a privately negotiated agreement with a holder, on behalf of certain beneficial owners, of the Company’s 3.25% Convertible Senior Notes due 2018 (the “2018 Notes”). Under the agreement, the Company will exchange 609,562 shares of its common stock, par value $0.01 per share, and approximately $8.5 million in cash plus accrued but unpaid interest, for approximately $17.5 million in aggregate principal amount of 2018 Notes. The Company expects to complete the exchange by June 28, 2017, subject to customary closing conditions.

The exchange of treasury shares of common stock for the 2018 Notes is being made pursuant to an exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended. This current report on Form 8-K does not constitute an offer to exchange the 2018 Notes or other securities of the Company for common stock or other securities of the Company.

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.

 

    Green Plains Inc.
Date: June 26, 2017     By:   /s/ Jerry L. Peters
      Jerry L. Peters
      Chief Financial Officer
      (Principal Financial Officer)