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EX-10.1 - Green Brick Partners, Inc. | v197952_ex10-1.htm |
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): September 30, 2010 (September 24,
2010)
BioFuel
Energy Corp.
(Exact
name of registrant as specified in its charter)
Delaware
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001-33530
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20-5952523
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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1600
Broadway, Suite 2200
Denver,
CO 80202
(Address
of principal executive offices, including zip code)
(303)
640-6500
(Registrant’s
telephone number including area code)
(Former
name or former address if changed since last report)
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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
Please
see the disclosure provided in Item 5.02 below, which is incorporated herein by
reference.
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On September 24, 2010, BioFuel Energy
Corp. (the “Company”) entered into a loan agreement (the “Bridge Loan
Agreement”) with Greenlight Capital, LP, Greenlight Capital Qualified, LP,
Greenlight Capital (Gold), LP, Greenlight Capital Offshore Partners, Greenlight
Capital Offshore Master (Gold), Ltd., Greenlight Reinsurance, Ltd.
(collectively, the “Greenlight Parties”) and Third Point Loan LLC (“Third Point”
and, together with the Greenlight Parties, the “Lenders”) and Greenlight APE,
LLC, as administrative agent, pursuant to which the Company borrowed $19,420,620
(the “Bridge Loan”). The proceeds of the Bridge Loan were used to
repay in full its working capital loans under its senor debt facility and
certain fees and expenses associated with the transaction. In
connection with the Bridge Loan Agreement, on September 24, 2010, the Company
entered into a Rights Offering Letter Agreement (the “Rights Offering Letter
Agreement”) with the Lenders pursuant to which the Company agreed to use its
commercially reasonable best efforts to conduct a rights offering in which all
holders of its Common Stock and Class B Common Stock will be granted the right
to purchase convertible preferred stock of the Company, with the goal of
generating sufficient proceeds to repay the Bridge Loan and BioFuel Energy,
LLC’s subordinated debt and to make certain other payments (the
“Transaction”).
In connection with the Transaction,
Scott H. Pearce, President and Chief Executive Officer, Kelly G. Maguire,
Executive Vice President and Chief Financial Officer, Doug Anderson, Vice
President of Operations, and Mark Zoeller, Vice President and General Counsel,
(collectively, the “Executives”) entered into a waiver letter, dated September
24, 2010 (the “Waiver Letter”), to waive certain benefits to which the
Executives may otherwise have become entitled as a result of the
Transaction. The Waiver Letter provides that the Transaction shall
not constitute a “change of control” for purposes of any awards held by the
Executives under the BioFuel Energy Corp. 2007 Equity Incentive Compensation
Plan (the “Equity Plan”) or the vesting and payment provisions of the BioFuel
Energy, LLC Change of Control Plan ( the “Change of Control Plan”) to the extent
the Change of Control Plan provides benefits to the Executives, notwithstanding
anything to the contrary contained in either the Equity Plan or the Change of
Control Plan. In addition, the Waiver Letter provides that the
Transaction shall not constitute a “change of control” under either the
Executive Employment Agreements, dated August 31, 2010, between BioFuel Energy,
LLC and each of Scott H. Pearce and Kelly G. Maguire or the Offers of Continued
Employment, dated August 31, 2010, between BioFuel Energy, LLC and each of Doug
Anderson and Mark Zoeller. The foregoing description of the Waiver Letter does
not purport to be complete and is qualified in its entirety by reference to the
Waiver Letter attached hereto as Exhibit 10.1, which is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
10.1
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Waiver
Letter, dated September 24, 2010, by Scott H. Pearce, President and Chief
Executive Officer, Kelly G. Maguire, Executive Vice President and Chief
Financial Officer, Doug Anderson, Vice President of Operations, and Mark
Zoeller, Vice President and General
Counsel
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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.
BIOFUEL
ENERGY CORP.
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Date:
September 30, 2010
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By:
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/s/
Scott Pearce
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Name: Scott
H. Pearce
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Title: President
and CEO
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Index to
Exhibits
Exhibit
Number
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Exhibit
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10.1
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Waiver
Letter, dated September 24, 2010, by Scott H. Pearce, President and Chief
Executive Officer, Kelly G. Maguire, Executive Vice President and Chief
Financial Officer, Doug Anderson, Vice President of Operations, and Mark
Zoeller, Vice President and General
Counsel
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