Attached files
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| EX-99.1 - Green Brick Partners, Inc. | v205767_ex99-1.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): December 14, 2010
BioFuel
Energy Corp.
(Exact name of registrant as specified
in its charter)
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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:
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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.
On December 14, 2010, BioFuel Energy
Corp. (the “Company”) and BioFuel Energy, LLC entered into the Amended and
Restated Rights Offering Letter Agreement (the “Amended and Restated Rights
Offering Letter Agreement”) with Greenlight Capital, LP, Greenlight Capital
Qualified, LP, Greenlight Capital (Gold), LP, Greenlight Capital Offshore
Partners, Greenlight Capital Offshore Master (Gold) and Ltd., Greenlight
Reinsurance, Ltd., (collectively, the “Greenlight Parties”) and Third Point Loan
LLC and Third Point Advisors, LLC. The terms of the Amended and
Restated Rights Offering Letter Agreement are described in the Company’s
Registration Statement on Form S-1 (file no. 333-169982) (the “Registration
Statement”) under the caption “The Rights Offering—Rights Offering Letter
Agreement” and such description is incorporated by reference
herein.
On December 14, 2010, the Company
entered into the Amended and Restated Voting Agreement (the “Amended and
Restated Greenlight Voting Agreement”) with the Greenlight
Parties. On December 14, 2010, the Company also entered into the
Amended and Restated Voting Agreement (the “Amended and Restated Third Point
Voting Agreement” and, together with the Amended and Restated Greenlight Voting
Agreement, the “Amended and Restated Voting Agreements”) with Third Point Loan
LLC. The terms of the Amended and Restated Voting Agreements are
described in the Registration Statement under the caption “Prospectus
Summary—Related Agreements and Transactions—Voting Agreements” and such
description is incorporated by reference herein.
On December 15, 2010, the Company
entered into the Amended and Restated Registration Rights Agreement (the
“Amended and Restated Registration Rights Agreement”) with the parties listed on
the signature page thereto. The terms of the Amended and Restated
Registration Rights Agreement are described in the Registration Statement under
the caption “The Rights Offering—Registration Rights” and such description is
incorporated by reference herein.
Item
8.01. Other Events.
On December 17, 2010, the Company
issued a press release announcing the record date for its previously announced
rights offering, the aggregate size of its rights offering and the record date
for a special meeting of its stockholders to be held in connection with the
rights offering. A copy of the press release is attached hereto as
Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
Number
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Description
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10.1
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Amended
and Restated Rights Offering Letter Agreement dated December 14, 2010, by
and among BioFuel Energy Corp., BioFuel Energy, LLC, Greenlight Capital,
LP, Greenlight Capital Qualified, LP, Greenlight Capital (Gold), LP,
Greenlight Capital Offshore Partners, Greenlight Capital Offshore Master
(Gold), Ltd., Greenlight Reinsurance, Ltd., Third Point Loan LLC and Third
Point Advisors, LLC (incorporated by reference to Exhibit 10.30 to the
Company’s Amendment #4 to Registration Statement on Form S-1 (file no.
333-169982) filed December 16,
2010)
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10.2
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Amended
and Restated Voting Agreement dated December 14, 2010, between BioFuel
Energy Corp. and Greenlight Capital, LP, Greenlight Capital Qualified, LP,
Greenlight Capital (Gold), LP, Greenlight Capital Offshore Partners,
Greenlight Capital Offshore Master (Gold), Ltd. and Greenlight
Reinsurance, Ltd. (incorporated by reference to Exhibit 10.33 to the
Company’s Amendment #4 to Registration Statement on Form S-1 (file no.
333-169982) filed December 16,
2010)
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10.3
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Amended
and Restated Voting Agreement dated December 14, 2010, between BioFuel
Energy Corp. and Third Point Loan LLC (incorporated by reference to
Exhibit 10.34 to the Company’s Amendment #4 to Registration Statement on
Form S-1 (file no. 333-169982) filed December 16,
2010)
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10.4
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Amended
and Restated Registration Rights Agreement dated December 15, 2010,
between BioFuel Energy Corp. and the parties listed on the signature page
thereto (incorporated by reference to Exhibit 10.7 to the Company’s
Amendment #4 to Registration Statement on Form S-1 (file no. 333-169982)
filed December 16, 2010)
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99.1
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Press
release dated December 17,
2010
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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.
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BIOFUEL ENERGY
CORP.
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Date: December 17,
2010
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By:
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/s/ Kelly G. Maguire | ||
| Name: | Kelly G. Maguire | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
Exhibit
Index
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Exhibit
Number
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Description
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10.1
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Amended
and Restated Rights Offering Letter Agreement dated December 14, 2010, by
and among BioFuel Energy Corp., BioFuel Energy, LLC, Greenlight Capital,
LP, Greenlight Capital Qualified, LP, Greenlight Capital (Gold), LP,
Greenlight Capital Offshore Partners, Greenlight Capital Offshore Master
(Gold), Ltd., Greenlight Reinsurance, Ltd., Third Point Loan LLC and Third
Point Advisors, LLC (incorporated by reference to Exhibit 10.30 to the
Company’s Amendment #4 to Registration Statement on Form S-1 (file no.
333-169982) filed December 16,
2010)
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10.2
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Amended
and Restated Voting Agreement dated December 14, 2010, between BioFuel
Energy Corp. and Greenlight Capital, LP, Greenlight Capital Qualified, LP,
Greenlight Capital (Gold), LP, Greenlight Capital Offshore Partners,
Greenlight Capital Offshore Master (Gold), Ltd. and Greenlight
Reinsurance, Ltd. (incorporated by reference to Exhibit 10.33 to the
Company’s Amendment #4 to Registration Statement on Form S-1 (file no.
333-169982) filed December 16,
2010)
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10.3
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Amended
and Restated Voting Agreement dated December 14, 2010, between BioFuel
Energy Corp. and Third Point Loan LLC (incorporated by reference to
Exhibit 10.34 to the Company’s Amendment #4 to Registration Statement on
Form S-1 (file no. 333-169982) filed December 16,
2010)
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10.4
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Amended
and Restated Registration Rights Agreement dated December 15, 2010,
between BioFuel Energy Corp. and the parties listed on the signature page
thereto (incorporated by reference to Exhibit 10.7 to the Company’s
Amendment #4 to Registration Statement on Form S-1 (file no. 333-169982)
filed December 16, 2010)
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99.1
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Press
release dated December 17, 2010
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