Pacific Ethanol, Inc. (Nasdaq:PEIX),
the leading marketer and producer of low-carbon renewable fuels in the
Western United States, announced it has priced an underwritten public
offering of 28.0 million units at a price to the public of $0.43 per
unit, for gross offering proceeds of $12.0 million. Each unit consists
of (i) one share of common stock; (ii) one warrant to purchase one share
of common stock (“Series I Warrant”); and (iii) one warrant to purchase
1/2 of a share of common stock (“Series II Warrant”). The shares of
common stock and warrants are immediately separable and will be issued
separately. The warrants are exercisable immediately upon issuance. The
Series I Warrants are to have a 5-year term and an exercise price of
$0.63 per share. The Series II Warrants are to have an 18-month term and
an exercise price of $0.53 per share. The warrants will be
certificated, and will be delivered to the investors by physical
delivery following the closing. There is no established public trading
market for the warrants and a market is not expected to develop. In
addition, Pacific Ethanol has granted the underwriter a 30-day option to
purchase up to an additional 4.2 million units to cover
over-allotments, if any. The net offering proceeds to Pacific Ethanol
from this offering are expected to be approximately $10.8 million, after
deducting underwriting discounts and commissions and other estimated
offering expenses. The offering is expected to close on or about July 3,
2012, subject to customary closing conditions.
Lazard Capital Markets LLC is acting as sole book-running manager for the offering.
The securities described above are being offered pursuant to an
effective registration statement on Form S-3, together with a prospectus
supplement and accompanying base prospectus, previously filed with, and
declared effective by, the Securities and Exchange Commission (the
“SEC”). The securities may be offered only by means of a prospectus,
including a prospectus supplement, forming a part of the effective
registration statement. A preliminary prospectus supplement relating to
the terms of the offering has been filed with the SEC and is available
on the SEC’s web site at http://www.sec.gov.
Copies of the final prospectus supplement relating to the offering,
when available, may be obtained from Lazard Capital Markets LLC, 30
Rockefeller Plaza, 60th Floor, New York, NY, 10020 or via telephone at
(800) 542-0970 (800) 542-0970, or from the above-mentioned SEC website.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
About Pacific Ethanol, Inc.
The Pacific Ethanol, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5940
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
With the exception of historical information, the matters discussed in
this press release including, without limitation, the ability of Pacific
Ethanol to continue as the leading marketer and producer of low-carbon
renewable fuels in the Western United States; and the ability of Pacific
Ethanol to close the offering, which is subject to various closing
conditions, at the time and on the terms and conditions contemplated in
this press release, are forward-looking statements and considerations
that involve a number of risks and uncertainties. The actual future
results of Pacific Ethanol could differ from those statements. Factors
that could cause or contribute to such differences include, but are not
limited to, adverse economic and market conditions; changes in
governmental regulations and policies; and other events, factors and
risks previously and from time to time disclosed in Pacific Ethanol’s
filings with the Securities and Exchange Commission including,
specifically, those factors set forth in the “Risk Factors” section
contained in Pacific Ethanol’s Form 10-K and the preliminary prospectus
relating to the offering filed with the Securities and Exchange
Commission on March 8, 2012 and June 27, 2012.
CONTACT: Company IR Contact:
Pacific Ethanol, Inc.
916-403-2755
866-508-4969
Investorrelations@pacificethanol.net
IR Agency Contact:
Becky Herrick
LHA
415-433-3777
Media Contact:
Paul Koehler
Pacific Ethanol, Inc.
503-235-8241
paulk@pacificethanol.net
