PACIFIC ETHANOL, INC. (NASDAQ:PEIX) Files An 8-K Financial Statements and ExhibitsItem 9.01 in the Initial Form 8-K to provide the financial statements and pro forma information required by Item 9.01 of Form 8-K that were omitted from the Initial Form 8-K as permitted.
| Item 9.01 | Financial Statements and Exhibits. |
The following pro forma financial information is attached as Exhibit99.4 to this Amendment No. 1:
| · | Unaudited Pro Forma Combined Condensed Balance Sheet as of March 31, 2017; |
| · | Unaudited Pro Forma Combined Condensed Statement of Operations for the three months ended March31, 2017; and |
| · | Unaudited Pro Forma Combined Condensed Statement of Operations for the year ended December31, 2016. |
(d)Exhibits.
| 2.1 | Agreement and Plan of Merger, dated June 26, 2017, by and among Pacific Ethanol Central, LLC, ICP Merger Sub, LLC, Illinois Corn Processing, LLC, Illinois Corn Processing Holdings Inc., and MGPI Processing, Inc. (1) |
| 10.4 | Security Agreement, dated December 15, 2016, by and among Pacific Ethanol, Inc., Cortland Capital Market Services LLC and the holders of Pacific Ethanol, Inc.’s Prior Senior Notes (3) |
| 10.7 | Promissory Note issued to MGPI Processing, Inc. on July 3, 2017 (2) |
| 99.4 | Pro Forma Financial Information listed in Item 9.01(b) (*) |
| (#) | All of the agreements filed as exhibits to this report contain representations and warranties made by the parties thereto. The assertions embodied in such representations and warranties are not necessarily assertions of fact, but a mechanism for the parties to allocate risk. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts or for any other purpose at the time they were made or otherwise. |
| (1) | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2017 and incorporated herein by reference. The Agreement and Plan of Merger filed as Exhibit 2.1 omits certain exhibits and the disclosure schedules to the Agreement and Plan of Merger to Item 601(b)(2) of Regulation S-K promulgated by the Securities and Exchange Commission. The Company agrees to furnish on a supplemental basis a copy of the omitted exhibits and schedules to the Securities and Exchange Commission upon request. |
| (2) | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 5, 2017. |
| (3) | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2016. |
Pacific Ethanol, Inc. ExhibitEX-23.1 2 paceth_ex2301.htm CONSENT OF INDEPENDENT AUDITORS Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the following Registration Statements: (1)Registration Statement (Form S-3 Nos. 333-178685,…To view the full exhibit click here
