Attached files
| file | filename |
|---|---|
| 8-K - Green Brick Partners, Inc. | v210090_8k.htm |
| EX-4.1 - Green Brick Partners, Inc. | v210090_ex4-1.htm |
| EX-10.1 - Green Brick Partners, Inc. | v210090_ex10-1.htm |
Exhibit
99.1
NEWS
RELEASE
BIOFUEL ANNOUNCES CLOSING OF
RIGHTS OFFERING
DENVER, COLORADO – February 4, 2011 –
BIOFUEL ENERGY CORP. (NASDAQ:BIOF) (the “Company”), an ethanol production
company, today announced the completion of its rights offering. In total, the
rights offering, including the previously announced backstop commitment and the
concurrent private placement by BioFuel Energy, LLC (the “LLC”), generated
aggregate gross proceeds of $46,000,000, which the Company will use to repay in
full its bridge loan facility and subordinated debt and to make certain other
payments.
The
Company sold 62,640,532 depositary shares representing shares of series A
non-voting convertible preferred stock (the “Preferred Stock”) of the Company,
through the exercise of subscription rights at a rights price equal to $0.56 per
depositary share. This included 19,016,990 depositary shares
sold to certain affiliates of Greenlight Capital, Inc. and 14,632,653 depositary
shares sold to certain affiliates of Third Point LLC. The aggregate
purchase price of these depositary shares was $35,078,698. Certain
affiliates of Greenlight Capital, Inc. also purchased from the Company an
additional 609,785 depositary shares that were not subscribed for in the rights
offering by other stockholders, and certain affiliates of Third Point LLC also
purchased from the Company an additional 523,286 depositary shares that were not
subscribed for in the rights offering by other stockholders, pursuant to their
respective backstop commitments, at a price per depositary share equal to $0.56,
for an aggregate purchase price of $634,520. The rights offering
expired at 5:00 p.m., New York time, on January 28, 2011.
The
Company is a holding company and its sole asset is its membership interest in
the LLC. Concurrent with the rights offering, the LLC conducted a
private placement. The LLC’s concurrent private placement was
structured so as to provide the holders of membership interests in the LLC
(other than the Company), whose interests are exchangeable on a one-for-one
basis for shares of the Company’s common stock, with a private placement that
was economically equivalent to the rights offering. The aggregate
purchase price of the membership interests sold in the LLC’s concurrent private
placement was $10,286,782.
The
stockholders of the Company, at a special meeting held on February 2, 2011,
approved the increase in the number of authorized shares of common stock of the
Company, which resulted in the automatic conversion of the Preferred Stock into
shares of common stock. As a result of that conversion, subscribers for
depositary shares that were to be issued pursuant to the rights offering will
receive one share of common stock in lieu of each depositary share subscribed
for. The Company intends to distribute the newly-issued shares of
common stock immediately.
This news
release shall not constitute an offer to sell or a solicitation of an offer to
buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or jurisdiction.
The
Company has filed a registration statement on Form S-1 with the Securities and
Exchange Commission that registers the subscription rights, the depositary
shares, the series A non-voting convertible preferred stock underlying the
depositary shares and the common stock issuable upon conversion of the series A
non-voting convertible preferred stock. Copies of the registration
statement can be accessed through the SEC’s website at www.sec.gov. The offering
of these securities was made only by means of a prospectus, copies of which may
be obtained from
Okapi Partners LLC, the information agent for the rights offering, at (877)
869-0171. Piper Jaffray & Co acted as financial advisor to the
Company and its independent committee for the rights
offering.
This
release contains certain forward-looking statements within the meaning of the
Federal securities laws. Such statements are based on management’s current
expectations, estimates and projections, which are subject to a wide range of
uncertainties and business risks. Forward-looking statements should not be read
as a guarantee of future performance or results, and will not necessarily be
accurate indications of whether, or the times by which, our performance or
results may be achieved. Factors that could cause actual results to differ from
those anticipated are discussed in our Exchange Act filings and our Annual
Report on Form 10-K. Readers are directed in particular to the Company’s
disclosures concerning liquidity matters and going concern considerations
contained in our most recent Quarterly Report on Form 10-Q.
The
Company currently has two 115 million gallons per year ethanol plants in the
Midwestern corn belt. The Company’s goal is to become a leading
ethanol producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.
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Contact:
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Kelly
G. Maguire
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For
more information:
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Executive
Vice-President &
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www.bfenergy.com
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Chief
Financial Officer
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(303)
640.6500
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kmaguire@bfenergy.com
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1600
Broadway, Suite 2200• Denver, CO • 303.640-6500
• www.bfenergy.com