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Pacific Ethanol merging with Aventine Renewable Energy; combined ethanol production capacity of 515M gpy

Pacific Ethanol, Inc., the leading producer and marketer of renewable fuels in the western US, and Aventine Renewable Energy Holdings, Inc., a midwest-based producer of ethanol and related co-products, have entered into a definitive merger agreement under which Pacific Ethanol will acquire all of Aventine’s outstanding shares in a stock-for-stock merger transaction.

Aventine will be operated as Pacific Ethanol’s wholly-owned subsidiary. Aventine currently has $135 million in term loan debt.

Aventine’s ethanol production assets include its 100 million gallon per year wet mill and 60 million gallon per year dry mill located in Pekin, Illinois, and its 110 million gallon per year and 45 million gallon per year dry mills in Aurora, Nebraska. Combined with Pacific Ethanol’s current ethanol production capacity of 200 million gallons per year, the combined company will have a total ethanol production capacity of 515 million gallons per year, and together with Pacific Ethanol’s marketing business will sell over 800 million gallons of ethanol annually.

Under the terms of the merger agreement, Pacific Ethanol expects to issue approximately 17.75 million shares of its common stock upon closing in exchange for all of the issued and outstanding shares of Aventine’s common stock. Upon completion, existing Pacific Ethanol shareholders will own approximately 58% of the issued and outstanding shares of common stock of the combined entity, and Aventine will nominate two representatives to be named later to Pacific Ethanol’s board of directors, increasing the total board count to nine.

The closing of the transaction, which is expected to occur during the second quarter of 2015, is subject to customary and other closing conditions and regulatory approvals, as well as the approval of Pacific Ethanol’s and Aventine’s shareholders.

For Pacific Ethanol, Troutman Sanders LLP served as legal advisors and Craig-Hallum Capital Group LLC provided a fairness opinion to the Board of Directors of Pacific Ethanol. For Aventine, Akin Gump Strauss Hauer & Feld LLP served as legal advisors and RPA Advisors, LLC served as financial advisors.


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