MGP INGREDIENTS INC: conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, financial statements and supporting documents (Form 8-K)

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Article 1.01. The conclusion of an important definitive agreement.

On November 16, 2021, MGP Ingredients, Inc. (the "Company"), completed the
previously announced private placement of $201,212,500 in aggregate principal
amount of 1.875% Convertible Senior Notes due 2041 (the "Notes"). The total
aggregate principal amount of the Notes includes $26.25 million aggregate
principal amount of Notes purchased by the initial purchasers in the offering
pursuant to their exercise in full of their option to purchase additional Notes
under the purchase agreement for the offering. The Notes were offered and sold
in a private placement to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the "Securities Act").

The Notes were issued pursuant to an indenture, dated as of November 16, 2021
(the "Indenture"), by and among the Company, as issuer, Luxco, Inc., MGPI
Processing, Inc. and MGPI of Indiana, LLC, as subsidiary guarantors
(collectively, the "Subsidiary Guarantors"), and U.S. Bank National Association,
as trustee (the "Trustee"). Under the Indenture, the Notes will bear interest at
a rate of 1.875% per year, payable semiannually in arrears on May 15 and
November 15 of each year, beginning on May 15, 2022. Beginning with the
six-month interest period commencing on November 15, 2026, the Company will pay
contingent interest on the Notes during any six-month interest period if the
trading price per $1,000 principal amount of the Notes for each of the five
trading days immediately preceding the first day of such interest period equals
or exceeds $1,200. Any contingent interest payable on the Notes will be in
addition to the regular interest payable on the Notes. The Notes will mature on
November 15, 2041, unless previously repurchased, redeemed or converted. Notes
will be unconditionally guaranteed on a senior unsecured basis by each of the
Subsidiary Guarantors.

Holders may surrender their Notes for conversion at any time prior to the close
of business on the business day immediately preceding the maturity date only if
one or more of the following conditions is satisfied: (i) during any calendar
quarter commencing after the calendar quarter ending on March 31, 2022 (and only
during such calendar quarter), if the closing sale price of the Company's common
stock for at least 20 trading days (whether or not consecutive) in the period of
30 consecutive trading days ending on, and including, the last trading day of
the calendar quarter immediately preceding the calendar quarter in which the
conversion occurs is more than 130% of the applicable conversion price of the
Notes on each such trading day; (ii) during the five consecutive business day
period following any ten consecutive trading day period in which the trading
price for the Notes for each such trading day was less than 98% of the product
of the closing sale price of the Company's common stock on each such trading day
and the applicable conversion rate on each such trading day; (iii) if the
Company calls any or all of the Notes for redemption, at any time prior to the
close of business on the business day prior to the redemption date; (iv) upon
the occurrence of specified corporate events; or (v) during either the period
beginning on, and including, July 15, 2026 and ending at the close of business
on the business day immediately preceding November 20, 2026 or the period
beginning on, and including, July 15, 2041 and ending at the close of business
on the business day immediately preceding the maturity date. Upon conversion,
the Company will pay cash up to the aggregate principal amount of the Notes to
be converted and pay or deliver, as the case may be, cash, shares of the
Company's common stock or a combination of cash and shares of the Company's
common stock, at its election, in respect of the remainder, if any, of the
Company's conversion obligation in excess of the aggregate principal amount of
the Notes being converted.

The initial conversion rate will be 10.3911 shares of the Company's common stock
for each $1,000 principal amount of Notes, which represents an initial
conversion price of approximately $96.24 per share of the Company's common
stock. The conversion rate will be subject to adjustment for certain events
described in the Indenture, but will not be adjusted for accrued interest. In
addition, following certain corporate events that occur prior to November 20,
2026 or if the Company delivers a notice of redemption for which the relevant
redemption date occurs prior to November 20, 2026, the Company will increase the
conversion rate for a holder that elects to convert its Notes in connection with
such a corporate event or notice of redemption, as the case may be.

The Company may not redeem the Notes prior to November 20, 2024. The Company may
redeem for cash all or any portion of the Notes, at its option, (i) on or after
November 20, 2024 if the closing sale price of the Company's common stock has
been at least 130% of the conversion price then in effect for at least 20
trading days (whether or not consecutive) during any 30 consecutive trading day
period (including the last trading day of such period) ending on, and including,
the trading day immediately preceding the date on which the Company provides
notice of

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reimbursement and (ii) on or after 20 November 2026 and before the due date, regardless of the aforementioned sale price condition, in each case at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but excluding the date of reimbursement. No sinking fund is provided for the Notes.

Holders have the right to require the Company to repurchase for cash all or part
of their Notes on each of November 15, 2026, November 15, 2031 and November 15,
2036 at a repurchase price equal to 100% of the principal amount of the Notes to
be repurchased, plus accrued and unpaid interest to, but excluding, the relevant
repurchase date. In addition, if a fundamental change, as defined in the
Indenture, occurs prior to the maturity date, holders may require the Company to
repurchase for cash all or part of their Notes at a repurchase 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 are the Company's senior unsecured obligations and will rank senior in
right of payment to any of the Company's indebtedness that is expressly
subordinated in right of payment to the Notes; equal in right of payment to any
of the Company's unsecured indebtedness that is not so subordinated; effectively
junior in right of payment to any of the Company's secured indebtedness to the
extent of the value of the assets securing such indebtedness; and structurally
junior to all indebtedness and other liabilities (excluding intercompany
obligations and liabilities of a type not required to be reflected on a balance
sheet of such subsidiaries in accordance with GAAP) of the Company's
subsidiaries (other than the Subsidiary Guarantors).

The deed contains the usual conditions and commitments, including those in the event of default occurring and continuing, whether the trustee or the. . .

Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant.

See section 1.01, which is incorporated here by reference.


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number            Description

4.1*                        Indenture, dated November 16, 2021, among the Company, the Subsidiary
                          Guarantors and U.S. Bank National Association, as trustee.

4.2*                        Form of 1.875% Convertible Senior Note due 2041

(included as Exhibit A to

                          Exhibit 4.1 above).

104                       The cover page from this Current Report on Form 8-K, formatted in iXBRL
                          (Inline Extensible Business Reporting Language)



* Filed herewith

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