Item 1.01. Entry into a Material Definitive Agreement.



On January 22, 2021, MGP Ingredients, Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement"), with London HoldCo, Inc.
("HoldCo"), Luxco Group Holdings, Inc., LRD Holdings LLC, LDL Holdings DE, LLC,
and KY Limestone Holdings LLC (together, the "Luxco Companies"), the
shareholders of London HoldCo, Inc. (the "Sellers"), and Donn Lux, as Sellers'
Representative. Pursuant to the Merger Agreement, and upon the terms and subject
to the conditions therein, HoldCo will merge with and into the Company with the
Company surviving the merger (the "Merger"). Following the Merger, the Luxco
Companies will become wholly-owned subsidiaries of the Company. Subject to the
terms and conditions of the Merger Agreement, at the effective time of the
Merger (the "Closing"), the Company will pay to the Sellers an aggregate of
$237.5 million in cash (less assumed indebtedness) and 5,007,833 shares of
common stock of the Company (the "Company Shares", and together with the cash
portion, the "Merger Consideration"). The purchase price is subject to customary
purchase price adjustments, including working capital, which adjustments are
anticipated to be paid in cash.

Under the terms of the Merger Agreement, the completion of the Merger is subject
to certain customary closing conditions, including, among others: (i) the
expiration or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the absence
of any order restraining, enjoining, or otherwise prohibiting the consummation
of the Merger, (iii) filing of all required notices, transfers, applications,
termination or documentation required under applicable law with the Alcohol and
Tobacco Tax and Trade Bureau of the United States, and the licensing boards of
the states of Kentucky, Missouri and Ohio such that there is continuity and
survival of permits held by the Luxco Companies for the operation of the
business as of the Closing, (iv) the accuracy of the parties' respective
representations and warranties in the Merger Agreement, subject to specified
materiality qualifications, (v) compliance by the parties with their respective
covenants in the Merger Agreement in all material respects, (vi) the absence of
a material adverse effect (as defined in the Merger Agreement) with respect to
either party on or after the date of the Merger Agreement, and (vii) execution
by the Company of the shareholders' agreement described below (the "Shareholders
Agreement") .

Pursuant to the terms of the Shareholder Agreement, the Sellers will receive the
right to nominate two Group A directors for election to the board by the
Company's common stockholders at each stockholders meeting at which Group A
directors are elected, commencing with the Company's 2021 annual meeting of
stockholders. One of the initial nominees will be Donn Lux, the Chief Executive
Officer of the Luxco Companies. The right to nominate two directors is
conditioned upon the Sellers having beneficial ownership of 15% or more of the
Company's issued and outstanding common stock. The Shareholder Agreement further
provides that so long as the Sellers beneficially own greater than 10% but less
than 15% of the Company's issued and outstanding common stock, the Sellers may
nominate one director candidate for election to the Company board. Karen Seaberg
and Lori Mingus will also be parties to the Shareholders Agreement, pursuant to
which they will agree to vote shares of stock beneficially owned by them in
favor of such nominees.

The Company has also agreed to grant certain registration rights to the Sellers
with respect to the Company Shares, subject to the terms and conditions of a
registration rights agreement to be entered into between the Company and the
Sellers at the Closing.

The Merger Agreement contains customary representations and warranties from both
the Company and the Luxco Companies, and customary covenants, including, among
other things, covenants relating to (i) the conduct of the Luxco Companies
business during the interim period between the execution of the Merger Agreement
and the Closing, (ii) obtaining regulatory approvals, (iii) obtaining third
party consents; and (iv) taking actions to cause the expiration or termination
under the HSR Act. Except for the fundamental representations identified in the
Merger Agreement, which will survive for 20 years after Closing, in general, the
representations and warranties of the Luxco Companies in the Merger Agreement
will not survive the Closing, and the Company has arranged a representation and
warranty insurance policy. The representations and warranties insurance policy
is subject to certain policy limits, exclusions, deductibles and other terms and
conditions.

The Merger Agreement may be terminated at any time prior to the Closing by
mutual written consent of Sellers' Representative and the Company, or by either
party if (i) the other party has breached any of the representations,
warranties, covenants or agreements, which gives rise to the failure of any of
the conditions described above and such breach has not been cured within 30 days
of receipt of written notice of such breach from the other party, (ii) any of
the conditions set forth in the Merger Agreement have not been fulfilled by
April 22, 2021, subject to extension until June 21, 2021 if required to obtain
any required regulatory approvals, or (iii) the

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there is a law or final governmental order prohibiting the Merger. If the Merger
Agreement is terminated pursuant to its terms, it shall be of no further force
and effect. Consummation of the transaction contemplated by the Merger Agreement
. . .


Item 3.02. Unregistered Sales of Equity Securities.

The information reported above under Item 1.01 of this Current Report on Form 8-K regarding the Company Shares is incorporated herein by reference.

The Company Shares will be issued pursuant to exemptions from registration under the Securities Act of 1933 by reason of Section 4(a)(2) and Regulation D thereof.

Item 5.07. Submission of Maters to a Vote of Security Holders.



Pursuant to the terms of the Company's articles of incorporation, only the
holders of the Company's preferred stock are entitled to vote upon any merger of
the Company with another corporation. There are currently 437 shares of
preferred stock outstanding. On January 22, 2021, the holders of 297 shares, or
68%, of the preferred stock executed a written consent to approve the Merger.
The delivery of the written consent was sufficient to approve the Merger
Agreement and the transactions contemplated thereby, including the Merger,
without seeking the written consent from the other holders of preferred stock or
a vote of the holders of the common stock.


Item 7.01. Regulation FD Disclosure.

On January 25, 2021, the Company released an investor presentation regarding the Merger. A copy of the investor presentation is furnished as Exhibit 99.1.

Also on January 25, 2021, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

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The foregoing is being furnished pursuant to Item 7.01 and will not be deemed to
be filed for purposes of Section 18 of the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise be subject to the liabilities of
that section, nor will it be deemed to be incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act.

This Current Report on Form 8-K contains forward-looking statements as well as
historical information. All statements, other than statements of historical
facts, included in this news release regarding the prospects of our industry and
our prospects, plans, financial position, business strategy, guidance on changes
in operating income, sales, gross margin, and future effective tax rate may
constitute forward-looking statements. In addition, forward-looking statements
are usually identified by or are associated with such words as "intend," "plan,"
"believe," "estimate," "expect," "anticipate," "hopeful," "should," "may,"
"will," "could," "encouraged," "opportunities," "potential," and/or the
negatives or variations of these terms or similar terminology. The
forward-looking statements contained herein include, but are not limited to,
statements about the expected effects on the Company of the proposed acquisition
of the Luxco Companies, the expected timing and conditions precedent relating to
the proposed acquisition of the Luxco Companies, anticipated earnings
enhancements, synergies and other strategic options.

Forward looking statements are usually identified by or are associated with such
words as "intend," "plan," "believe," "estimate," "expect," "anticipate,"
"hopeful," "should," "may," "will," "could," "encouraged," "opportunities,"
"potential," and/or the negatives or variations of these terms or similar
terminology. These forward-looking statements reflect management's current
beliefs and estimates of future economic circumstances, industry conditions,
Company performance, and Company financial results and financial condition and
are not guarantees of future performance. All such forward-looking statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from those contemplated by the relevant forward-looking
statements. Important factors that could cause actual results to differ
materially from our expectations include, among others: (i) the satisfaction of
the conditions to closing the transaction to acquire the Luxco Companies in the
anticipated timeframe or at all; (ii) the failure to obtain necessary regulatory
approvals related to the acquisition of the Luxco Companies; (iii) the ability
to realize the anticipated benefits of the acquisition of the Luxco Companies;
(iv) the ability to successfully integrate the businesses; (v) disruption from
the acquisition of the Luxco Companies making it more difficult to maintain
business and operational relationships; (vi) significant transaction costs and
unknown liabilities;(vii) litigation or regulatory actions related to the
proposed acquisition of the Luxco Companies, and (viii) the financing of the
acquisition of the Luxco Companies. Additional factors that could cause results
to differ materially include, among others, (i) disruptions in operations at our
Atchison facility, our Indiana facility, or any Luxco Companies facility, (ii)
the availability and cost of grain and flour, and fluctuations in energy costs,
(iii) the effectiveness of our grain purchasing program to mitigate our exposure
to commodity price fluctuations, (iv) the effectiveness or execution of our
strategic plan, (v) potential adverse effects to operations and our system of
internal controls related to the loss of key management personnel, (vi) the
competitive environment and related market conditions, (vii) the impact of the
COVID-19 pandemic, (viii) the ability to effectively pass raw material price
increases on to customers, (ix) our ability to maintain compliance with all
applicable loan agreement covenants, (x) our ability to realize operating
efficiencies, (xi) actions of governments, and (xii) consumer tastes and
preferences. For further information on these and other risks and uncertainties
that may affect our business, including risks specific to our Distillery
Products and Ingredient Solutions segments, see Item 1A. Risk Factors of our
Annual Report on Form 10-K for the year ended December 31, 2019 and Form 10-Q
for the quarter ended September 30, 2020.


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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number            Description

2.1*                        Agreement and Plan of Merger, dated as of

January 22, 2021, by and among MGP

Ingredients, Inc., London HoldCo, Inc., Luxco

Group Holdings, Inc., LRD


                          Holdings LLC, LDL Holdings DE, LLC, KY Limestone 

Holdings LLC, upon signing a


                          joinder agreement, the shareholders of London

HoldCo, Inc., and Donn Lux, as


                          Sellers' Representative

2.2                         Joinder to the Agreement and Plan of Merger 

dated as of January 22, 2021 by


                          and among MGP Ingredients, Inc., London HoldCo, 

Inc., Luxco Group Holdings,


                          Inc., LRD Holdings LLC, LDL Holdings DE, LLC, KY 

Limestone Holdings LLC, Donn


                          Lux, as Sellers' Representative, and the 

shareholders of London Holdco, Inc.



99.1                        Investor presentation dated January 25, 2021

99.2                        Press release dated January 25, 2021

104                       The cover page from this Current Report on Form 8-K, formatted in iXBRL
                          (Inline Extensible Business Reporting Language)



* Schedules or exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K.
The Company agrees to furnish supplementally a copy of any omitted schedule or
exhibit to the SEC upon request; provided, however, that the Company may request
confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended, for any schedules or exhibits so furnished.

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