Attached files
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| 8-K - Green Brick Partners, Inc. | v205767_8k.htm |
Exhibit
99.1
NEWS
RELEASE
BIOFUEL ANNOUNCES RECORD
DATE FOR RIGHTS OFFERING, AGGREGATE SIZE OF RIGHTS OFFERING AND RECORD DATE FOR
SPECIAL MEETING OF THE STOCKHOLDERS
DENVER, COLORADO – December 17, 2010
– BIOFUEL ENERGY CORP. (NASDAQ:BIOF), an ethanol production company,
today announced that its board of
directors has set December
27, 2010 as the record date
for determination of the stockholders of BioFuel Energy Corp. (the “Company”)
entitled to receive subscription rights in the Company’s previously announced
rights offering.
On or about December 27, 2010, the Company will distribute at
no charge to its record holders of common stock as of 5:00 p.m., New York City time, on the record date,
non-transferable subscription rights to purchase depositary shares representing
shares of series A non-voting convertible preferred stock of the
Company. The subscription rights will be distributed pro rata
to the holders of common stock based on the number of shares of common stock
held on the record date, with each share of common stock entitling the holder to
receive approximately 2.52 subscription rights. Each subscription
right will permit the holder of such right to acquire, at a rights price equal
to $0.56 per depositary share, one depositary share under the basic subscription
privilege. Each subscription right will also provide an
over-subscription privilege that will entitle the holder of the subscription
right to subscribe for an additional amount of depositary shares equal to up to
100% of the depositary shares for which the holder was otherwise entitled to
subscribe. The series A non-voting
convertible preferred stock will, following the stockholder approval discussed
below, automatically convert into shares of common stock. As a result
of that conversion, each depositary share shall entitle the holder thereof to
receive one share of common stock. Upon the distribution of one share
of common stock to the holder of each such depositary share, each such
depositary share will be automatically cancelled and have no further
value. The subscription rights will expire and have no value
if they are not exercised by 5:00 p.m., New York City time, on January 28,
2011, the expiration date for the rights offering.
The
Company is a holding company and its sole asset is its membership interest in
BioFuel Energy, LLC (the “LLC”). Concurrent with the rights offering,
the LLC will conduct a private placement. The LLC’s concurrent
private placement has been 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 is economically equivalent to the rights offering.
The
aggregate size of the rights offering and the LLC’s concurrent private placement
will be $46,000,000, which the Company intends to use to repay its bridge loan
facility and subordinated debt and to make certain other
payments. The rights offering and the LLC’s concurrent private
placement are subject to certain conditions and possible
reductions.
In
addition, the Company’s board of directors has also set December
27, 2010 as
the record date for determination of the stockholders of the Company entitled to
notice of, and to vote at, a special meeting of the stockholders to be held on
February
2,
2011. At the special meeting, the Company will seek stockholder
approval of (1) a proposal to amend the Company’s Amended and
Restated Certificate of Incorporation to increase the number of authorized
shares of common stock from 100,000,000 to 140,000,000 and class B common
stock from 50,000,000 to 75,000,000 and (2) (i)
the issuance
of all shares of common stock issuable upon the conversion of all shares of
series A non-voting convertible preferred stock underlying the depositary
shares purchased in connection with the rights offering and related
transactions, (ii)(A) the issuance of all shares of class B common stock
issuable upon the conversion of all preferred membership interests and class B
preferred membership interests (if any) in the LLC that holders of membership
interests in the LLC (other than the Company) purchase in the LLC’s concurrent
private placement and related transactions and (B) the issuance of all shares of
common stock issuable upon the elective exchange of membership interests in the
LLC received by such persons following the conversion of all preferred
membership interests in the LLC and (iii) the issuance of warrants (if issued
pursuant to the terms of the Company’s bridge loan facility) and of all shares
of common stock issuable upon the exercise of the warrants assuming that such
warrants are issued.
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 will be 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.
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