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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/21/20 Pacific Ethanol, Inc. S-1 134:20M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 1.45M
2: EX-5.1 Opinion of Troutman Sanders LLP HTML 40K
3: EX-10.49 Amendment No. 1 to Credit Agreement and Waiver HTML 112K
Dated December 20, 2019 Among Illinois Corn
Processing, LLC, Compeer Financial, Pca and
Cobank, Acb
4: EX-10.50 Amendment No. 7 to Credit Agreement and Waiver HTML 120K
Dated December 20, 2019 Among Pacific Ethanol
Pekin, LLC, Compeer Financial, Pca and Cobank, Acb
5: EX-10.51 First Amendment to Security Agreement Dated HTML 51K
December 20, 2019 by and Between Illinois Corn
Processing, LLC and Cobank, Acb for the Benefit of
Compeer Financial, Pca
6: EX-10.52 First Amendment to Security Agreement Dated HTML 52K
December 20, 2019 by and Between Pacific Ethanol
Central, LLC and Cobank, Acb for the Benefit of
Compeer Financial, Pca
7: EX-10.53 Second Amendment to Security Agreement Dated HTML 47K
December 20, 2019 by and Between Pacific Ethanol
Pekin, LLC and Cobank, Acb for the Benefit of
Compeer Financial, Pca
8: EX-10.54 Guaranty by Illinois Corn Processing, LLC Dated HTML 64K
December 20, 2019 in Favor of Compeer Financial,
Pca and Cobank, Acb
9: EX-10.55 Amended and Restated Guaranty and Contribution HTML 72K
Agreement Dated December 20, 2019 by Pacific
Ethanol Central, LLC for the Benefit of Compeer
Financial, Pca and Cobank, Acb
10: EX-10.56 Guaranty by Pacific Ethanol Pekin, LLC Dated HTML 65K
December 20, 2019 in Favor of Compeer Financial,
Pca and Cobank, Acb
11: EX-10.57 Pledge Agreement Dated December 20, 2019 by and HTML 87K
Among Pacific Ethanol Central, LLC, Pacific
Ethanol Pekin, LLC and Cobank, Acb
12: EX-10.58 Pledge Agreement Dated December 20, 2019 by and HTML 85K
Among Pacific Ethanol Central, LLC, Illinois Corn
Processing, LLC and Cobank, Acb
13: EX-10.59 First Amendment to Pledge Agreement Dated December HTML 50K
20, 2019 by and Among Pacific Ethanol Central,
LLC, Pacific Aurora, LLC and Cobank, Acb
14: EX-10.60 Amendment to Illinois Future Advance Real Estate HTML 56K
Mortgage Dated December 20, 2019 by and Between
Illinois Corn Processing, LLC and Compeer
Financial, Pca
15: EX-10.61 Third Amendment to Illinois Future Advance Real HTML 57K
Estate Mortgage Dated December 20, 2019 by and
Between Pacific Ethanol Pekin, LLC and Compeer
Financial, Pca
16: EX-10.62 Amended and Restated Term Note Dated December 20, HTML 54K
2019 by Illinois Corn Processing, LLC in Favor of
Compeer Financial, Pca
17: EX-10.63 Amended and Restated Revolving Term Note Dated HTML 56K
December 20, 2019 by Illinois Corn Processing, LLC
in Favor of Compeer Financial, Pca
18: EX-10.64 Third Amended and Restated Revolving Term Note HTML 55K
Dated December 20, 2019 by Pacific Ethanol Pekin,
LLC in Favor of Compeer Financial, Pca
19: EX-10.65 Fourth Amended and Restated Term Note Dated HTML 50K
December 20, 2019 by Pacific Ethanol Pekin, LLC in
Favor of Compeer Financial, Pca
20: EX-23.2 Consent of Independent Registered Public HTML 33K
Accounting Firm
115: R1 Document and Entity Information HTML 52K
77: R2 Consolidated Balance Sheets HTML 163K
37: R3 Consolidated Balance Sheets (Parenthetical) HTML 65K
100: R4 Consolidated Statements of Operations HTML 100K
113: R5 Consolidated Statements of Comprehensive Income HTML 55K
(Loss)
75: R6 Consolidated Statements of Cash Flows HTML 176K
35: R7 Consolidated Statements of Stockholders' Equity HTML 125K
104: R8 Organization and Basis of Presentation. HTML 138K
111: R9 Pacific Ethanol Plants. HTML 72K
48: R10 Inventories. HTML 41K
62: R11 Intercompany Agreements. HTML 48K
132: R12 Segments. HTML 103K
93: R13 Property and Equipment. HTML 48K
49: R14 Intangible Asset. HTML 38K
64: R15 Derivatives. HTML 81K
134: R16 Leases. HTML 46K
95: R17 Debt. HTML 84K
47: R18 Pension and Retirement Benefit Plans. HTML 98K
66: R19 Income Taxes. HTML 77K
108: R20 Preferred Stock. HTML 52K
97: R21 Common Stock and Warrants. HTML 49K
27: R22 Stock-Based Compensation. HTML 64K
69: R23 Commitments and Contingencies. HTML 66K
109: R24 Fair Value Measurements. HTML 99K
98: R25 Earnings Per Share. HTML 69K
28: R26 Parent Company Financials. HTML 129K
70: R27 Quarterly Financial Data (Unaudited) HTML 56K
110: R28 Organization and Basis of Presentation. (Policies) HTML 234K
96: R29 Organization and Significant Accounting Policies. HTML 73K
(Tables)
90: R30 Pacific Ethanol Plants. (Tables) HTML 54K
130: R31 Inventories. (Tables) HTML 44K
68: R32 Segments. (Tables) HTML 104K
52: R33 Property and Equipment. (Tables) HTML 46K
89: R34 Derivatives. (Tables) HTML 73K
129: R35 Leases. (Tables) HTML 40K
67: R36 Debt. (Tables) HTML 64K
51: R37 Pension Plans. (Tables) HTML 133K
91: R38 Income Taxes. (Tables) HTML 112K
128: R39 Common Stock and Warrants. (Tables) HTML 45K
106: R40 Stock Based Compensation. (Tables) HTML 67K
120: R41 Commitments and Contingencies. (Tables) HTML 42K
72: R42 Fair Value Measurements. (Tables) HTML 90K
30: R43 Earnings Per Share. (Tables) HTML 71K
105: R44 Parent Company Financials. (Tables) HTML 152K
119: R45 Quarterly Financial Data. (Tables) HTML 56K
71: R46 Organization and Basis of Presentation. (Details) HTML 41K
29: R47 Organization and Basis of Presentation. (Details HTML 45K
1)
107: R48 Organization and Basis of Presentation. (Details HTML 52K
2)
118: R49 Organization and Basis of Presentation. (Details HTML 43K
3)
125: R50 Organization and Basis of Presentation. (Details HTML 86K
4)
87: R51 Organization and Basis of Presentation. (Details HTML 108K
Narrative)
39: R52 Pacific Ethanol Plants. (Details) HTML 83K
54: R53 Pacific Ethanol Plants. (Details 1) HTML 45K
126: R54 Pacific Ethanol Plants. (Details Narrative) HTML 83K
88: R55 Inventories. (Details) HTML 52K
40: R56 Inventories. (Details Narrative) HTML 37K
55: R57 Intercompany Agreements. (Details Narrative) HTML 70K
127: R58 Segments. (Details) HTML 93K
86: R59 Segments. (Details 1) HTML 42K
34: R60 Segments. (Details Narrative) HTML 40K
74: R61 Property and Equipment. (Details) HTML 51K
114: R62 Property and Equipment. (Details Narrative) HTML 39K
101: R63 Intangible Asset. (Details Narrative) HTML 39K
36: R64 Derivatives. (Details) HTML 42K
76: R65 Derivatives. (Details 1) HTML 46K
116: R66 Derivatives. (Details Narrative) HTML 38K
102: R67 Leases. (Details) HTML 61K
32: R68 Leases. (Details Narrative) HTML 52K
80: R69 Debt. (Details) HTML 76K
60: R70 Debt. (Details 1) HTML 54K
43: R71 Debt. (Details Narrative) HTML 229K
83: R72 Pension Plans. (Details) HTML 88K
123: R73 Pension Plans. (Details 1) HTML 49K
59: R74 Pension Plans. (Details 2) HTML 52K
42: R75 Pension Plans. (Details 3) HTML 66K
82: R76 Pension Plans. (Details 4) HTML 49K
122: R77 Pension Plans. (Details Narrative) HTML 46K
56: R78 Income Taxes. (Details) HTML 46K
45: R79 Income Taxes. (Details 1) HTML 68K
61: R80 Income Taxes. (Details 2) HTML 83K
44: R81 Income Taxes. (Details 3) HTML 49K
85: R82 Income Taxes. (Details 4) HTML 49K
124: R83 Income Taxes. (Details 5) HTML 58K
58: R84 Income Taxes. (Details Narrative) HTML 66K
41: R85 Preferred Stock. (Details Narrative) HTML 55K
81: R86 Common Stock and Warrants. (Details) HTML 64K
121: R87 Common Stock and Warrants. (Details Narrative) HTML 48K
57: R88 Stock-Based Compensation. (Details) HTML 54K
46: R89 Stock-Based Compensation. (Details 1) HTML 51K
33: R90 Stock-Based Compensation. (Details 2) HTML 61K
73: R91 Stock-Based Compensation. (Details 3) HTML 40K
112: R92 Stock-Based Compensation. (Details Narrative) HTML 52K
99: R93 Commitments and Contingencies. (Details) HTML 81K
38: R94 Commitments and Contingencies. (Details Narrative) HTML 102K
78: R95 Pension and Retirement Benefit Plans. (Details) HTML 47K
117: R96 Pension and Retirement Benefit Plans. (Details 1) HTML 47K
103: R97 Pension and Retirement Benefit Plans. (Details HTML 44K
Narrative)
31: R98 Fair Value Measurements. (Details) HTML 102K
79: R99 Earnings Per Share. (Details) HTML 62K
133: R100 Earnings Per Share. (Details Narrative) HTML 38K
94: R101 Parent Company Financials. (Details) HTML 143K
50: R102 Parent Company Financials. (Details 1) HTML 86K
65: R103 Parent Company Financials. (Details 2) HTML 152K
131: R104 Parent Company Financials. (Details Narrative) HTML 38K
92: R105 Quarterly Financial Data (Unaudited) (Details) HTML 60K
84: XML IDEA XML File -- Filing Summary XML 230K
53: EXCEL IDEA Workbook of Financial Reports XLSX 150K
21: EX-101.INS XBRL Instance -- peix-20190930 XML 3.92M
23: EX-101.CAL XBRL Calculations -- peix-20190930_cal XML 292K
24: EX-101.DEF XBRL Definitions -- peix-20190930_def XML 1.20M
25: EX-101.LAB XBRL Labels -- peix-20190930_lab XML 1.75M
26: EX-101.PRE XBRL Presentations -- peix-20190930_pre XML 1.50M
22: EX-101.SCH XBRL Schema -- peix-20190930 XSD 289K
63: ZIP XBRL Zipped Folder -- 0001213900-20-001457-xbrl Zip 283K
Exhibit 5.1
[TROUTMAN SANDERS LLP LETTERHEAD]
Pacific Ethanol, Inc.
400 Capital Mall, Suite 2060
| Re: | Registration Statement on Form S-1 Registering 12,136,862 Shares of Common Stock |
Ladies and Gentlemen:
We have acted as counsel to Pacific Ethanol, Inc., a Delaware corporation (the ”Company”), in connection with the registration statement on Form S-1 to which this opinion is an exhibit (the “Registration Statement”) with respect to the offer and sale by the persons and entities named in the Registration Statement (the “Selling Security Holders”) of up to an aggregate of 12,136,862 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), comprising the following (collectively, the “Shares”):
| (i) | 5,530,718 shares of Common Stock; |
| (ii) | 1,106,144 shares of Common Stock (the “Additional Common Shares”) issuable in connection with certain anti-dilution rights in favor of the selling security holders for certain dilutive issuances through March 31, 2020 based on a weighted-average anti-dilution formula; and |
| (iii) | 5,500,000 shares of Common Stock (the “Warrant Shares”) issuable upon exercise of warrants to purchase common stock (the “Warrants”) issued on December 22, 2019. |
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or prospectus forming a part of the Registration Statement, other than as to the validity of the Shares.
We are familiar with the corporate actions taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares and have made such other legal and factual inquiries as we deem necessary for purposes of rendering this opinion. We have relied upon certificates and other assurances of officers of the Company and others as to factual matters; we have not independently verified such matters. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such copied documents. We have also assumed that the Shares are and will be evidenced by appropriate certificates that have been properly executed and delivered.
Based on the foregoing and in reliance thereon, and subject to the qualifications and limitations set forth below, we are of the opinion that (i) the Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and non-assessable, (ii) the Additional Common Shares have been duly authorized by all necessary corporate action of the Company and if and when issued upon the occurrence of a dilutive event pursuant to the Note Amendment Agreement dated December 22, 2019 by and among the Company and the Selling Security Holders, will be validly issued, fully paid and non-assessable (iii) the Warrant Shares, when issued upon exercise of each of the Warrants in accordance with their respective terms, will be validly issued, fully paid and non-assessable.
You have informed us that the Selling Security Holders may sell the Shares from time to time on a delayed or continuous basis. This opinion is limited to the Delaware General Corporation Law (“DGCL”), including the statutory provisions of the DGCL, all applicable provisions of the Constitution of the State of Delaware and all reported judicial decisions interpreting these laws, and federal law, exclusive of state securities and blue sky laws, rules and regulations.
We hereby consent to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement and to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the General Rules and Regulations of the SEC.
| Respectfully submitted, | |
| /s/ Troutman Sanders LLP |
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/31/20 | 10-Q | |||
| Filed on: | 1/21/20 | |||
| 12/22/19 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/26/21 Alto Ingredients, Inc. 10-K 12/31/20 107:9.1M EdgarAgents LLC/FA 1/28/20 SEC UPLOAD¶ 3/05/20 2:39K Alto Ingredients, Inc. |