MGP INGREDIENTS INCFALSE000083501100008350112020-09-302020-09-30

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, 2020

MGP Ingredients, Inc.
(Exact name of registrant as specified in its charter)

Kansas0-1719645-4082531
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
Cray Business Plaza
100 Commercial Street
Box 130
Atchison, Kansas 66002
(Address of principal executive offices) (Zip Code)

(913) 367-1480
(Registrant’s telephone number, including area code)

Not Applicable
(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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, no par valueMGPINASDAQ Global Select Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01. Entry into a Material Definitive Agreement.

On September 30, 2020, MGP Ingredients, Inc. (the “Company”) entered into a Second Amendment to Note Purchase and Private Shelf Agreement (the “Second Amendment”), which amends the Note Purchase and Private Shelf Agreement, dated as of August 23, 2017, made by the Company, as issuer, PGIM, Inc. and certain of its affiliates, as purchasers, as amended by a First Amendment to Note Purchase and Private Shelf Agreement dated as of February 14, 2020 (as so amended and as amended by the Second Amendment, the “Note Purchase and Shelf Agreement”).

Pursuant to the Second Amendment, the Company increased the aggregate principal amount of senior secured promissory notes that may be issued under the shelf facility referred to in the Note Purchase and Shelf Agreement (the “Shelf Facility”) by $50 million, from $55 million to $105 million, subject to the satisfaction of certain conditions and at the discretion of the purchasers of such notes. Additionally, the Company extended the period for issuing senior secured promissory notes under the Shelf Facility from August 23, 2020 to August 23, 2023.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit NumberDescription
10.1*
104The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline Extensible Business Reporting Language)
* Filed herewith


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: October 2, 2020By:/s/ Brandon M. Gall
Brandon M. Gall, Vice President, Finance and Chief Financial Officer