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Published: 2022-05-25 17:00:11 ET
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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)

May 25, 2022

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)

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

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 7.01. Regulation FD Disclosure.

On May 25, 2022, Green Plains Inc. (the “Company”), gave notice that it had called for redemption of all of its outstanding 4.00% Convertible Senior Notes due 2024 (the “2024 Convertible Notes”), $64.0 million aggregate principal amount, pursuant to the provisional “optional redemption” right in the indenture governing the 2024 Convertible Notes. The 2024 Convertible Notes are convertible by the holders thereof at any time prior to 5:00 p.m. Eastern time on July 8, 2022 into shares of the Company’s common stock (“Common Stock”) at the conversion rate of 66.4178 shares of Common Stock for each $1,000 principal amount of 2024 Convertible Notes converted. Any 2024 Convertible Notes outstanding on July 11, 2022 will be redeemed in cash for 100% of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date. A copy of this press release is attached hereto at Exhibit 99.1.

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 May 25, 2022.

104

Cover Page Interactive Data File (embedded within Inline XBRL document)


‎

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.

Date: May 25, 2022

Green Plains Inc.

By: /s/ G. Patrich Simpkins Jr.       

G. Patrich Simpkins Jr.
‎Chief Financial Officer

(Principal Financial Officer)