8-K

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): May 4, 2021

Renewable Energy Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35397	26-4785427
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

416 South Bell Avenue	Ames	Iowa	50010
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (515) 239-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.0001 per share	REGI	The Nasdaq Stock Market LLC

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 8.01 Other Events.

On May 4, 2021, Renewable Energy Group, Inc. announced a proposed private offering of senior secured notes due 2028. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release issued by Renewable Energy Group, Inc. dated May 4, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

Dated: May 4, 2021

RENEWABLE ENERGY GROUP, INC.
By:	/s/ Cynthia J. Warner
	Cynthia J. Warner
	Chief Executive Officer

EX-99.1

Exhibit 99.1

Contact information:

Todd Robinson

Deputy Chief Financial Officer

Renewable Energy Group

todd.robinson@regi.com

(515) 239-8048

Renewable Energy Group Announces Proposed Offering of

$500 Million “Green Bond”

AMES, Iowa – May 4, 2021 – Renewable Energy Group, Inc. (REG) (NASDAQ: REGI) announced today that it intends to offer, subject to market conditions and other factors, $500 million aggregate principal amount of senior secured notes due 2028 (the “Notes”) in a private placement pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

REG estimates that the net proceeds from this offering will be approximately $489 million, after deducting the initial purchasers’ discount and estimated offering expenses payable by REG. REG intends to use the net proceeds to finance or refinance, in part or in full, new and/or existing eligible green projects, including the expansion of REG’s Geismar, Louisiana biorefinery.

The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act or outside the United States to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The offer and sale of the Notes and related guarantees will not be registered under the Securities Act or applicable state securities laws and, unless so registered, the Notes and related guarantees may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

###

About Renewable Energy Group

Renewable Energy Group, Inc. is leading the energy industry’s transition to sustainability by transforming renewable resources into high-quality, cleaner fuels. REG is an international producer of cleaner fuels and one of North America’s largest producers of advanced biodiesel. REG solutions are alternatives for petroleum diesel and produce significantly lower carbon emissions. REG utilizes an integrated procurement, distribution and logistics

network to operate 12 biorefineries in the U.S. and Europe. In 2020, REG produced 519 million gallons of cleaner fuel delivering 4.2 million metric tons of carbon reduction. REG is meeting the growing global demand for lower-carbon fuels and leading the way to a more sustainable future.

Note Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the offering and aggregate principal amount of the Notes, the expected use of the net proceeds from the offering, expectations regarding the eligible green project (including the expansion of the Geismar, Louisiana biorefinery), and the expected terms of the offering. These forward-looking statements are based on current expectations, estimates, assumptions and projections that are subject to change, and actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, market and other conditions that may affect REG’s ability to complete the offering, risks related to REG’s ability to satisfy the conditions required to close any sale of the Notes, the use of the proceeds from any sale of the Notes, factors affecting REG’s business that may affect REG’s liquidity and working capital requirements, REG’s ability to successfully finance or refinance the eligible green projects (including the expansion of REG’s Geismar, Louisiana biorefinery), impacts related to the COVID-19 or any other pandemic, and other risks and uncertainties described from time to time in REG’s annual report on Form 10-K, quarterly reports on Forms 10-Q and other periodic filings with the Securities and Exchange Commission. All forward-looking statements are made as of the date of this press release, and REG does not undertake to update any forward-looking statements based on new developments or changes in its expectations, except as required by law.

XML

Document and Entity Information	May 04, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001463258
Document Type	8-K
Document Period End Date	May 04, 2021
Entity Registrant Name	Renewable Energy Group, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-35397
Entity Tax Identification Number	26-4785427
Entity Address, Address Line One	416 South Bell Avenue
Entity Address, City or Town	Ames
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	50010
City Area Code	(515)
Local Phone Number	239-8000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $.0001 per share
Trading Symbol	REGI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false