MGP Ingredients Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$MGPI
Beverages (Production/Distribution)
Consumer Staples
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): April 24, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(913 ) 367-1480
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Not Applicable
(Former name or former address, if changed since last report)
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Item 1.01. Entry into a Material Definitive Agreement.
On April 24, 2025, MGP Ingredients, Inc. (the “Company”) entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, and the other lenders and parties thereto. The A&R Credit Agreement amends and restates the Company’s existing credit agreement, dated as of February 14, 2020. Among other things, the A&R Credit Agreement:
•increases the size of the revolving credit facility from $400 million to $500 million;
•extends the maturity date of the revolving credit facility from May 14, 2026 to April 24, 2030;
•permits the Company to add one or more incremental term loan facilities and/or increase the revolving credit commitments from $100 million to $200 million, subject to certain conditions; and
•includes revisions to the terms of certain of the representations, covenants, events of default and related definitions.
In connection with entering into the A&R Credit Agreement, the Company also entered into a Sixth Amendment to Note Purchase Agreement and Private Shelf Agreement (the “Sixth Amendment”), among the Company, PGIM, Inc. (“PGIM”), and certain noteholders affiliated with PGIM. Among other things, the Sixth Amendment amends the Note Purchase and Private Shelf Agreement, dated August 23, 2017 (as amended, the “Note Purchase and Shelf Agreement”), to:
•extend the period for issuing up to $250 million of senior secured promissory notes under the Note Purchase and Shelf Agreement from August 31, 2026 to April 24, 2028; and
•conform the Note Purchase and Shelf Agreement to certain changes made in the A&R Credit Agreement.
The foregoing descriptions of the A&R Credit Agreement and the Sixth Amendment are not complete and are qualified in their entirety by reference to the full texts of the A&R Credit Agreement and the Sixth Amendment, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline Extensible Business Reporting Language) | |||||||
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.
MGP INGREDIENTS, INC.
Date: April 29, 2025 | By: | /s/ Brandon M. Gall | ||||||
| Brandon M. Gall, Interim President and Chief Executive Officer; Vice President, Finance and Chief Financial Officer | ||||||||