UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 6, 2021, Renewable Energy Group, Inc. (the “Company”) and certain of its subsidiaries (the “Guarantors”) entered into a Purchase Agreement (the “Purchase Agreement”) with Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers named therein (collectively, the “Purchasers”), pursuant to which the Company shall issue under an indenture and sell to the Purchasers $550 million aggregate principal amount of the Company’s 5.875% senior secured notes due 2028 (the “Notes”). The offering is expected to close on May 20, 2021, subject to customary closing conditions.
The Notes will bear interest at a rate of 5.875% per annum, payable semiannually on June 1 and December 1, beginning on December 1, 2021. The Notes will mature on June 1, 2028, unless earlier repurchased or redeemed. The Notes are redeemable, in whole or in part, on or after June 1, 2024, and at any time upon the occurrence of certain fundamental events.
The Purchase Agreement contains customary representations, warranties and covenants made by the Company and the Guarantors, on the one hand, and the Purchasers, severally and not jointly, on the other hand. Additionally, the Company and the Guarantors have agreed to indemnify the Purchasers against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Purchasers may be required to make because of any of those liabilities. The Notes are being sold by the Purchasers in a private placement only to qualified institutional buyers pursuant to Rule 144A of the Securities Act, and to non-U.S. persons pursuant to Regulation S under the Securities Act.
The Company intends to use the net proceeds from the sale of the Notes to finance or refinance, in part or in full, new and/or existing eligible green projects, including the expansion of the Company’s Geismar, Louisiana biorefinery.
The Purchase Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description herein of the Purchase Agreement is a summary and is qualified in its entirety by reference to the Purchase Agreement.
| Item 8.01 | Other Events. |
On May 6, 2021, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Purchase Agreement, dated May 6, 2021, by and among Renewable Energy Group, Inc., the Guarantors and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers named therein. | |
| 99.1 | Press release issued by Renewable Energy Group, Inc. dated May 6, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
Dated: May 7, 2021
| RENEWABLE ENERGY GROUP, INC. | ||
| By: | /s/ Cynthia J. Warner | |
| Cynthia J. Warner | ||
| Chief Executive Officer | ||