As filed with the Securities and Exchange Commission
on August 1, 2024
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MGP Ingredients, Inc.
(Exact name of Registrant as specified in its
charter)
| Kansas |
|
45-4082531 |
(State
or other jurisdiction of
incorporation or
organization) |
|
(I.R.S.
Employer
Identification Number) |
100 Commercial Street, Box 130
Atchison, Kansas 66002
(913) 367-1480
(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
Brandon M. Gall
Vice President, Finance and Chief Financial
Officer
100 Commercial Street, Box 130
Atchison, Kansas 66002
(913) 367-1480
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Dawn Holicky Pruitt
Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
(612) 766-7000
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement
as determined by the Registrant.
If the only securities being
registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the
following box. x
If this form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ¨
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether
the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
x |
|
Accelerated filer |
¨ |
| Non-accelerated filer |
¨ |
|
Smaller reporting company |
¨ |
| |
|
|
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 7(a)(2)(B) of Securities Act. ¨
PROSPECTUS
MGP Ingredients, Inc.
Common Stock
Warrants
Units
Rights
Debt
Securities
MGP Ingredients, Inc.
(“MGP”) may issue, offer, and sell from time to time in one or more series or classes its common stock, warrants, units,
rights, or debt securities. MGP’s common stock is listed on The Nasdaq Global Select Market (“Nasdaq Global Select”)
and trades under the ticker symbol “MGPI.”
We refer to MGP’s common
stock, warrants, units, rights, and debt securities collectively as the “securities” in this prospectus. The debt securities
may consist of debentures, notes, or other types of debt.
MGP may offer and sell securities
from time to time in amounts, at prices, and on terms that will be determined at the time of any such offering. Each time MGP offers
securities for sale, specific information about the offering and the specific terms of the securities offered will be provided in a supplement
to this prospectus. A prospectus supplement may also add to or update information contained in this prospectus.
You should carefully read
this prospectus and any accompanying prospectus supplement, together with the documents incorporated by reference, before you make your
investment decision.
MGP may offer and sell these
securities to or through one or more underwriters, dealers, and agents, or directly to purchasers, on a continuous or delayed basis.
The applicable prospectus supplement will provide the specific terms of the plan of distribution.
Investing in these securities
involves risks. See “Risk Factors” beginning on page 2 of this prospectus and any other risk factors
included in any accompanying prospectus supplement and in the documents incorporated by reference in this prospectus or any prospectus
supplement for a discussion of the factors you should carefully consider before investing in any securities.
Neither the Securities
and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is August 1,
2024
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of
an automatic shelf registration statement on Form S-3 that we filed with the SEC as a “well-known seasoned issuer” as
defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). By using a shelf registration
statement, we may sell, at any time and from time to time, in one or more offerings, any of the securities described in this prospectus
and any accompanying prospectus supplement. As allowed by SEC rules, this prospectus does not contain all of the information included
in the registration statement. For further information, we refer you to the registration statement, including its exhibits, the documents
incorporated by reference therein and herein, as well as any accompanying prospectus supplement. Statements contained in this prospectus
and any accompanying prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete.
If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement,
please refer to that agreement or document for a complete description of these matters.
You should read this prospectus
and any accompanying prospectus supplement together with any additional information you may need to make your investment decision. You
should also read and carefully consider the information in the documents we have referred you to under the caption “Where You Can
Find More Information” and “Incorporation By Reference.” Information incorporated by reference on or after the date
of this prospectus is considered a part of this prospectus and may add, update, or change information contained in this prospectus. The
information in this prospectus, any accompanying prospectus supplement or any document incorporated herein or therein by reference is
accurate as of the date contained on the cover of the applicable document. Neither the delivery of this prospectus nor any accompanying
prospectus supplement, nor any sale made under this prospectus nor any accompanying prospectus supplement will, under any circumstances,
imply that the information in this prospectus or any accompanying prospectus supplement is correct as of any date after the date of this
prospectus or any such accompanying prospectus supplement. Any information in subsequent filings that is inconsistent with this prospectus
or any accompanying prospectus supplement will supersede the information in this prospectus or any accompanying prospectus supplement.
You should rely only on the information incorporated by reference or provided in this prospectus and any prospectus supplement.
We have not authorized anyone
else to provide you with any other information. We are not making offers to sell these securities in any jurisdiction in which an offer
or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to
whom it is unlawful to make an offer or solicitation.
References to “MGP”
are to MGP Ingredients, Inc., a Kansas corporation. Unless otherwise expressly stated herein or the context otherwise requires,
references to “us,” “we,” or “our” refer to MGP Ingredients, Inc. and its subsidiaries.
RISK FACTORS
Investing in our securities
involves risks. Please carefully consider the risk factors described in MGP’s periodic and current reports filed with the SEC,
which are incorporated by reference in this prospectus and in any applicable prospectus supplement. See “Where You Can Find More
Information” and “Incorporation By Reference.” Before making an investment decision, you should carefully consider
these risks as well as other information we include or incorporate by reference in this prospectus or include or incorporate by reference
in any applicable prospectus supplement. Additional risks and uncertainties not presently known to us or that we deem currently immaterial
may also impair our business operations or adversely affect our results of operations or financial condition.
WHERE YOU CAN FIND MORE
INFORMATION
MGP files annual, quarterly,
and current reports, proxy statements, and other information with the SEC. These filings contain important information that does not
appear in this prospectus. The SEC maintains a website at https://www.sec.gov that contains reports, proxy and information statements,
and other information regarding MGP. MGP’s SEC filings can also be found on its website (https://www.mgpingredients.com). The information
on MGP’s website is not incorporated by reference in, and is not a part of, this prospectus, any prospectus supplement, or MGP’s
SEC filings.
Statements contained in this
prospectus concerning the contents of any document to which we refer you are not necessarily complete and in each instance we refer you
to the applicable document filed with the SEC for more complete information.
INCORPORATION BY REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus the information in other documents that we file with it. This means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this
prospectus, and information in documents that we file later with the SEC will automatically update and supersede information contained
in documents filed earlier with the SEC or contained in this prospectus. We incorporate by reference in this prospectus (i) the
documents listed below, and (ii) any future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the termination of the offering under this
prospectus; provided, however, that we are not incorporating, in each case, any documents or any portions of any documents deemed to
have been furnished and not “filed” under the Exchange Act in accordance with SEC rules (including Items 2.02 and
7.01 of Form 8-K):
| · | the
description of our common stock contained in Exhibit 4.13 to our Annual Report
on Form 10-K for the fiscal year ended December 31, 2022, including any subsequently
filed amendments and reports updating the description of our common stock. |
You may obtain a copy of
any or all of the documents referred to above which may have been or may be incorporated by reference into this prospectus, except for
exhibits to those documents (unless the exhibits are specifically incorporated by reference into those documents) at no cost to you by
writing or telephoning us at the following address:
MGP Ingredients, Inc.
100 Commercial Street, Box 130
Atchison, Kansas 66002
(913) 367-1480
Attention: Investor Relations
FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus
supplement, and the information included or incorporated by reference into this prospectus and any prospectus supplement may contain
forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. In
addition, the management of MGP may make forward-looking statements to analysts, investors, representatives of the media, and others.
Forward looking statements are usually identified by or are associated with such words as “intend,” “plan,” “believe,”
“estimate,” “expect,” “anticipate,” “project,” “forecast,” “hopeful,”
“should,” “may,” “will,” “could,” “encouraged,” “opportunities,”
“potential,” and similar terminology. These forward-looking statements reflect management’s current beliefs and
estimates of future economic circumstances, industry conditions, our performance, our financial results, and our financial condition
and are not guarantees of future performance.
These forward-looking statements
reflect MGP’s management’s beliefs, objectives, and expectations as of the date of this prospectus, or in the case of any
information included or incorporated by reference, as of the date of those documents, are necessarily estimates. Achievement of the expressed
beliefs, objectives, and expectations is subject to risks and uncertainties that could cause actual results to differ materially. Factors
that may cause MGP’s results to differ materially from those described in the forward-looking statements can be found in MGP’s
filings with the SEC, which are incorporated by reference herein in their entirety.
You are cautioned not to
place undue reliance on our forward-looking statements, which speak only as of the date of this prospectus or the date of any information
included or incorporated by reference in this prospectus. All subsequent written and oral forward-looking statements concerning matters
addressed in this prospectus and attributable to MGP or any person acting on our behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, MGP
undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this prospectus
or to reflect the occurrence of unanticipated events.
MGP INGREDIENTS, INC.
MGP is a leading producer
and supplier of premium distilled spirits, branded spirits, and food ingredients. Distilled spirits include premium bourbon, rye, and
other whiskeys and grain neutral spirits, including vodka and gin. Our distilled spirits are either
sold directly or indirectly to manufacturers of other branded spirits. We also have a portfolio of our own high quality branded spirits,
which we produce through our distilleries and bottling facilities and sell to distributors. Our branded spirits products account for
a range of price points from value products through ultra premium brands. Our protein and starch food ingredients serve a host of functional,
nutritional, and sensory benefits for a wide range of food products to serve the consumer packaged goods industry. Our ingredients products
are sold directly, or through distributors, to manufacturers and processors of finished packaged goods or to bakeries.
MGP Ingredients, Inc.
was incorporated in 2011 in Kansas, continuing a business originally founded by Cloud L. Cray, Sr. in Atchison, Kansas in 1941.
Our offices are located at 100 Commercial Street, Box 130, Atchison, Kansas 66002, and our telephone number is (913) 367-1480.
USE OF PROCEEDS
Except as otherwise described
in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities for general corporate purposes,
which may include the refinancing of existing debt. The prospectus supplement relating to an offering may contain a more detailed or
different description of the use of proceeds.
DESCRIPTION OF SECURITIES
MGP may offer and sell securities
from time to time in amounts, at prices, and on terms that will be determined at the time of any such offering. Each time MGP offers
securities for sale, specific information about the offering and the specific terms of the securities offered will be provided in a supplement
to this prospectus. A prospectus supplement may also add to or update information contained in this prospectus.
PLAN OF DISTRIBUTION
MGP may offer and sell the
securities covered by this prospectus to or through one or more underwriters, dealers, and agents, or directly to purchasers, on a continuous
or delayed basis. The specific plan of distribution will be provided for any securities to be offered in the applicable prospectus supplement.
LEGAL MATTERS
Unless otherwise specified
in the applicable prospectus supplement, the validity of the securities offered by this prospectus will be passed upon for MGP Ingredients, Inc.
by Faegre Drinker Biddle & Reath LLP, with respect to matters governed by New York law, and by Stinson LLP, Kansas City, Missouri,
with respect to matters governed by Kansas law. Certain legal matters will be passed upon for MGP Ingredients, Inc. by Faegre Drinker
Biddle & Reath LLP, and for the underwriters, dealers, or agents, if any, by their own legal counsel.
EXPERTS
The consolidated financial
statements of MGP as of December 31, 2023 and 2022, and for each of the years in the three-year period ended December 31, 2023,
and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2023 have
been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated
by reference herein, and upon the authority of said firm as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The table below itemizes
the fees and expenses incurred or expected to be incurred by the Registrant in connection with the registration and issuance of the securities
being registered hereunder. The Registrant will bear all expenses of this offering. All amounts shown are estimates.
| |
|
|
|
|
|
| Securities Act Registration Fee |
* |
| FINRA Filing Fee |
+ |
| Legal Fees and Expenses |
+ |
| Printing Expenses |
+ |
| Accounting Fees and Expenses |
+ |
| Trustee and Transfer Agent Fees and Expenses |
+ |
| Miscellaneous |
+ |
| Total |
+ |
* Deferred
in accordance with Rules 456(b) and 457(r).
+ Estimated
expenses not presently known and will be reflected in the applicable prospectus supplement.
Item 15. Indemnification of Directors and Officers.
Section 17-6305 of the
Kansas General Corporation Code provides that a corporation has the power to indemnify any person who was or is a party, or is threatened
to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, judgments, fines, and amounts
paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, including attorney’s
fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests
of the corporation; and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct
was unlawful. Similarly, a Kansas corporation may also indemnify any person described in the previous sentence who was or is a party,
or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation, if
such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the
corporation, except that any person found liable to the corporation may be indemnified only if a court has determined such person is
fairly and reasonably entitled to indemnity for such expenses. Section 17-6305 of the Kansas General Corporation Code provides that
a present or former director or officer (as defined in the statute) shall be, and any other person may be, indemnified against expenses
actually and reasonably incurred by such person in connection therewith, including attorney fees, actually and reasonably incurred by
such person to the extent such person has been successful on the merits or otherwise in defense of any foregoing action, suit or proceeding
or in defense of any claim, issue or matter therein.
The Registrant’s Bylaws
provide that it will indemnify each of its officers and directors to the fullest extent permitted by Kansas law, as amended from time
to time (but, in the case of any amendment, only to the extent that the amendment permits us to provide broader indemnification rights
than the law permitted us to provide prior to such amendment) and that any modification or repeal of the Bylaws will not adversely affect
this indemnification right of the Registrant’s officers and directors with respect to any act or omission occurring prior to such
modification or repeal. The Bylaws further provide that any expenses (including attorneys’ fees) incurred by the Registrant’s
officers and directors in connection with their defense of any indemnifiable proceeding or the enforcement of their indemnification rights
will be paid by the Registrant in advance of the disposition of such action upon receipt of an undertaking by or on behalf of the officer
or director to repay such amount if it is ultimately determined that they were not entitled to be indemnified.
As permitted by Section 17-6002(b)(8) of
the Kansas General Corporation Code, the Registrant’s Articles of Incorporation eliminate a director’s liability to the Registrant
and the Registrant’s stockholders for monetary damages for breach of a fiduciary duty as a director, except for (a) any breach
of the director’s duty of loyalty to the Registrant or the Registrant’s stockholders, (b) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c) certain transactions under Section 17-6424
of the Kansas General Corporation Code (relating to liability for unauthorized acquisitions or redemptions of, or payment of dividends
on, capital stock), or (d) for any transaction from which the director derived an improper personal benefit.
The Registrant’s Bylaws
also provide that the indemnification rights set forth in the Bylaws are not exclusive of other indemnification rights to which an indemnified
party may be entitled under any statute, provision in the Registrant’s Articles of Incorporation or Bylaws, agreement, vote of
stockholders or disinterested directors, or otherwise. In this regard, the Registrant’s Bylaws include a provision that the indemnification
provisions contained in the Bylaws are deemed to be a contract between the Registrant and each of its current and future directors and
officers providing these individuals with a contractual right to indemnification and to the advancement of expenses incurred as a result
of any proceeding against them as to which they could be indemnified. The Bylaws further authorize the Registrant to purchase and maintain
insurance on behalf of the Registrant’s officers and directors and the Registrant has obtained insurance to cover such individuals
for certain liabilities.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling the Registrant under
any of the foregoing provisions, in the opinion of the SEC, that indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Item 16. Exhibits.
The following exhibits are
being furnished herewith or incorporated by reference herein:
Exhibit
Number |
|
Description |
| |
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|
| 1.1 |
|
Form of
Underwriting Agreement (for common stock).* |
| 1.2 |
|
Form of
Underwriting Agreement (for warrants).* |
| 1.3 |
|
Form of
Underwriting Agreement (for units).* |
| 1.4 |
|
Form of
Underwriting Agreement (for rights).* |
| 1.5 |
|
Form of
Underwriting Agreement (for debt securities).* |
| 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 (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed January 25, 2021). |
| 2.2 |
|
Joinder to the Agreement and Plan of Merger dated as of January 22, 2021 by certain joining Shareholders (Incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed January 25, 2021). |
| 3.1.1 |
|
Amended Articles of Incorporation of MGP Ingredients, Inc. (Incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed January 5, 2012). |
| 3.1.2 |
|
Certificate of Amendment to Articles of Incorporation of MGP Ingredients, Inc., dated May 22, 2014 (Incorporated by reference to Exhibit A of the Company's Proxy Statement on Schedule 14A filed April 21, 2014). |
* To be filed, if necessary, as an exhibit to
a post-effective amendment to this registration statement or as an exhibit to a report filed under the Exchange Act and incorporated
herein by reference.
In reviewing the agreements
included as exhibits to this registration statement, please remember they are included to provide you with information regarding their
terms and are not intended to provide any other factual or disclosure information about the Registrant or the other parties to the agreements.
The agreements contain representations
and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the
benefit of the other parties to the applicable agreement and:
| · | should
not in any instances be treated as categorical statements of fact, but rather as a way of
allocating the risk to one of the parties if those statements prove to be inaccurate; |
| · | have
been qualified by disclosures that were made to the other party in connection with the negotiation
of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
| · | may
apply standards of materiality in a way that is different from what may be viewed as material
to you or other investors; and |
| · | were
made only as of the date of the applicable agreement or such other date or dates as may be
specified in the agreement and are subject to more recent developments. |
Accordingly, these representations
and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information
about the Registrant may be found elsewhere in this registration statement and MGP’s other public filings, which are available
without charge through the SEC’s website at https://www.sec.gov.
Item 17. Undertakings.
| (a) |
The undersigned Registrant
hereby undertakes: |
| |
(1)
|
to
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
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|
(i) |
to
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
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(ii) |
to
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission
(the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee Tables”
or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and |
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|
(iii) |
to
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; |
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement
is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement;
| |
(2) |
that,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
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(3) |
to
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| |
(4) |
that,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
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(i) |
each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included in the registration statement; and |
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(ii) |
each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included
in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date
of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of
the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective
date. |
| |
(5) |
that,
for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser: |
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(i) |
Any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; |
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(ii) |
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by
the undersigned Registrant; |
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(iii) |
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and |
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(iv) |
Any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
| (b) |
The
undersigned Registrant undertakes that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. |
| |
|
| (c) |
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue. |
| |
|
| (d) |
The
undersigned Registrant undertakes to file an application for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act, in accordance with the rules and regulations prescribed
by the SEC under Section 305(b)(2) of the Trust Indenture Act. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant, MGP Ingredients, Inc., certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on August 1, 2024.
| |
MGP INGREDIENTS, INC. |
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|
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By: |
/s/ David S. Bratcher |
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|
David S. Bratcher |
| |
|
Chief Executive Officer and President |
SIGNATURES AND POWER OF ATTORNEY
We,
the undersigned officers and directors of MGP Ingredients, Inc., hereby severally constitute and appoint David S. Bratcher and Brandon
M. Gall, and each of them singly (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and
in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any
other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the premises, as fully, and to all intents and purposes, as he
or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and
on the dates indicated.
| Name |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
David S. Bratcher |
|
Chief Executive Officer, President and Director |
|
August 1, 2024 |
| David S. Bratcher |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Brandon M. Gall |
|
Vice President, Finance and Chief Financial Officer
|
|
August 1, 2024 |
| Brandon M. Gall |
|
(Principal Financial Officer
and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Neha J. Clark |
|
Director |
|
August 1, 2024 |
| Neha J. Clark |
|
|
|
|
| |
|
|
|
|
| /s/
Thomas A. Gerke |
|
Director |
|
August 1, 2024 |
| Thomas A. Gerke |
|
|
|
|
| |
|
|
|
|
| /s/
Donn Lux |
|
Director |
|
August 1, 2024 |
| Donn Lux |
|
|
|
|
| |
|
|
|
|
| /s/
Preet H. Michelson |
|
Director |
|
August 1, 2024 |
| Preet H. Michelson |
|
|
|
|
| |
|
|
|
|
| /s/
Lori L.S. Mingus |
|
Director |
|
August 1, 2024 |
| Lori L.S. Mingus |
|
|
|
|
| |
|
|
|
|
| /s/ Kevin
S. Rauckman |
|
Director |
|
August 1, 2024 |
| Kevin S. Rauckman |
|
|
|
|
| |
|
|
|
|
| /s/ Karen
L. Seaberg |
|
Director |
|
August 1, 2024 |
| Karen L. Seaberg |
|
|
|
|
| |
|
|
|
|
| /s/ Todd
B. Siwak |
|
Director |
|
August 1, 2024 |
| Todd B. Siwak |
|
|
|
|
Exhibit 5.1
August 1, 2024
MGP Ingredients, Inc.
100 Commercial Street, Box 130
Atchison, Kansas 66002
Re: Registration
Statement on Form S-3 of MGP Ingredients, Inc.
Dear Ladies and Gentlemen:
We have acted as counsel for
MGP Ingredients, Inc., a Kansas corporation (the “Company”), in connection with the preparation of a Registration
Statement on Form S-3 (the “Registration Statement”) of the Company to be filed with the Securities and Exchange
Commission (the “Commission”) on the date hereof under the Securities Act of 1933, as amended (the “Act”).
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act
with respect to certain matters under New York law.
The Registration Statement
relates to the issuance and sale from time to time, pursuant to Rule 415 of the rules and regulations under the Act, of an indeterminate
amount of securities of the Company, with such securities to include, among others, debt securities (the “Debt Securities”),
warrants for the purchase of debt or equity securities (the “Warrants”), rights for the purchase of equity securities
(“Rights”), and units consisting of one or more debt securities, equity securities, Warrants, Rights or any combination
of securities (“Units” and, together with the Debt Securities, Warrants, and Rights, the “Securities”).
The Securities may be offered separately or together with other Securities, in one or more series, and in amounts, at prices and on terms
to be set forth in the prospectus and one or more supplements to the prospectus constituting a part of the Registration Statement, and
in the Registration Statement.
MGP Ingredients, Inc.
August 1, 2024
Page 2
The Debt Securities are to
be issued from time to time under an indenture substantially in the form filed as Exhibit 4.1 to the Registration Statement, with
appropriate insertions (the “Indenture”), to be entered into by the Company and a trustee to be named by the Company
(the “Trustee”). The Warrants are to be issued from time to time under warrant agreements (including a form of certificate
evidencing the Warrants) in a form to be filed and incorporated into the Registration Statement (each, a “Warrant Agreement”).
The Rights are to be issued from time to time under rights agreements (including a form of certificate evidencing the Rights) in a form
to be filed and incorporated into the Registration Statement (each, a “Rights Agreement”). The Units are to be issued
from time to time under unit agreements (including a form of certificate evidencing the Units) in a form to be filed and incorporated
into the Registration Statement (each, a “Unit Agreement” and, together with the Indenture, each Warrant Agreement,
and each Rights Agreement, the “Governing Documents”).
As part of the corporate action
taken and to be taken (the “Corporate Proceedings”) in connection with issuance of the Securities, the Board of Directors
of the Company, a committee thereof or certain officers of the Company to whom such authority has been properly delegated by the Board
of Directors will be required to, before the Securities are issued under the Registration Statement, duly authorize the issuance and approve
the terms of any Securities to be issued and sold from time to time under the Registration Statement in accordance with the terms of the
applicable Governing Documents, and within the limits of the then remaining authorized but unreserved and unissued amounts of such Securities.
We have examined or are otherwise
familiar with the Registration Statement, the form of Indenture, and such other documents, records and instruments as we have deemed necessary
or appropriate for the purposes of the opinions set forth herein.
Based upon and subject to
the foregoing and the limitations, qualifications, exceptions, and assumptions set forth herein, we are of the opinion that:
1. With
respect to Debt Securities:
(a) upon
(i) completion of all required Corporate Proceedings, and (ii) due authorization, execution, and delivery of the Indenture by
the Company and the Trustee, the Indenture will constitute a valid and binding obligation of the Company;
(b) upon
(i) due authorization, execution and delivery of the Indenture by the Company and the Trustee and any supplement thereto with respect
to such series of Debt Securities, (ii) completion of all required Corporate Proceedings, (iii) due execution, issuance, and
delivery by the Company of such Debt Securities pursuant to the Indenture and any such supplement thereto, (iv) due authentication
by the Trustee and/or authenticating agent under the Indenture and any such supplement thereto of such Debt Securities, and (v) in
the case of Debt Securities issuable upon conversion, exercise or settlement of, or constituting a component of, any other Securities,
completion of all actions in respect of such other Securities referred to in the applicable paragraph hereof, such Debt Securities will
be valid and binding obligations of the Company.
MGP Ingredients, Inc.
August 1, 2024
Page 3
2. With
respect to Warrants, upon (i) completion of all required Corporate Proceedings, (ii) due authorization, execution, and delivery
by the Company and the warrant agent of a Warrant Agreement, (iii) due execution, registration of issuance, and delivery of warrant
certificates evidencing such Warrants pursuant to such Warrant Agreement, countersigned by the warrant agent pursuant to such Warrant
Agreement, (iv) due authorization and reservation of the securities issuable upon conversion, exchange, or exercise of such Warrants
(within the limits of the then remaining authorized but unreserved and unissued amounts of such securities), and (v) in the case
of Warrants issuable upon conversion, exercise or settlement of, or constituting a component of, any other Securities, completion of all
actions in respect of such other Securities referred to in the applicable paragraph hereof, such Warrant Agreement will constitute a valid
and binding obligation of the Company and the warrant certificates evidencing such Warrants will be valid and binding obligations of the
Company and will entitle the holders thereof to the rights specified in such Warrant Agreement.
3. With
respect to Rights, upon (i) completion of all required Corporate Proceedings, (ii) due authorization, execution, and delivery
by the Company and the rights agent of a Rights Agreement, (iii) if such Rights will be evidenced by certificates, due execution,
issuance, and delivery of such certificates pursuant to such Rights Agreement, and (iv) due authorization, execution, issuance, and
delivery of the securities comprising such Rights (within the limits of the then remaining authorized but unreserved and unissued amounts
of such securities), such Rights Agreement will constitute a valid and binding obligation of the Company and the certificates evidencing
such Rights (if applicable) will be the valid and binding obligations of the Company and will entitle the holders thereof to the rights
specified in such Rights Agreement.
4. With
respect to Units, upon (i) completion of all required Corporate Proceedings, (ii) due authorization, execution, and delivery
by the Company and the unit agent of a Unit Agreement, (iii) if such Units will be evidenced by certificates, due execution, issuance,
and delivery of such certificates pursuant to such Unit Agreement, and (iv) due authorization, execution, issuance, and delivery
of the securities comprising such Units (within the limits of the then remaining authorized but unreserved and unissued amounts of such
securities), such Unit Agreement will constitute a valid and binding obligation of the Company and the certificates evidencing such Units
(if applicable) will be the valid and binding obligations of the Company and will entitle the holders thereof to the rights specified
in such Unit Agreement.
The foregoing opinions are
subject to the limitation that the validity, binding effect, or enforceability of the provisions of any agreement or instrument is limited
by (i) applicable bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, moratorium, fraudulent conveyance,
fraudulent transfer, voidable transaction, receivership, and other laws of general application affecting the enforcement of creditors’
rights, (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, fair
dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, whether considered in
a proceeding at law or in equity, (iii) public policy considerations that may limit the rights of parties to obtain specific remedies
or enforce specific terms, and (iv) governmental authority to limit, delay or prohibit the making of payments outside the United
States.
MGP Ingredients, Inc.
August 1, 2024
Page 4
The foregoing opinions assume
that (a) the Registration Statement and any amendments relating thereto shall have become effective under the Act and will continue
to be effective, (b) the Company is and will remain duly organized, validly existing, and in good standing under the laws of the
State of Kansas, (c) the Company has had and will have the power and authority under its organizational documents and the laws of
its jurisdiction of incorporation to authorize, execute and deliver any relevant documents and to issue and deliver any Securities, (d) at
the time of the issuance, execution, authentication acknowledgement and/or delivery of any Securities or Governing Documents, the Corporate
Proceedings related thereto will have been validly taken and will not have been modified or rescinded, there will not have occurred any
change in the law affecting the authorization, issuance, execution, authentication, acknowledgement, delivery, filing, validity, or enforceability
of such Securities or Governing Documents, none of the particular terms of such Securities or Governing Documents will violate or be void
or voidable under any applicable law, the issuance of such Securities will not result in a violation of any issuance limit in the Corporate
Proceedings, and neither the authorization, issuance, execution, authentication, acknowledgement, delivery, filing validity, or enforceability
of such Securities nor the compliance by the Company with the terms of such Securities or the Governing Documents will result in a violation
of any issuance limit in the Corporate Proceedings, any agreement or instrument then binding upon the Company, or any order of any court
or governmental body having jurisdiction over the Company, (e) the consideration designated in the applicable Corporate Proceedings
and any relevant agreements for any Securities shall have been received by the Company and such consideration shall be legally sufficient,
(f) the Governing Documents and Securities shall have been duly authorized, executed, and delivered by the Company and each other
party thereto, and each other party thereto shall have complied with all legal requirements pertaining to its status as such status relates
to the right to enforce such agreements or instruments against it and shall have satisfied those legal requirements applicable to it to
the extent necessary to make such agreements or instruments enforceable against it, (g) the terms of the Securities will be established
in conformity with the applicable Governing Documents, (h) a prospectus supplement and any other offering material describing each
class or series of Securities offered pursuant to the Registration Statement, to the extent required by applicable law, will be timely
filed with the Commission, (i) any securities issuable upon conversion, exchange, or exercise of any of the other Securities will
have been duly authorized and reserved for issuance (in each case, within the limits of the then remaining authorized but unreserved and
unissued amounts of such securities), and any issuance of such Securities will be effected in accordance with the terms and conditions
set forth in such other Securities and the Governing Documents related thereto, and (j) any legally required consents, approvals,
authorizations and other orders of the Commission and any other regulatory authorities will be obtained.
MGP Ingredients, Inc.
August 1, 2024
Page 5
We have relied as to certain
relevant facts upon certificates of public officials and certificates of and information provided by officers and employees of the Company
as to the accuracy of such factual matters, in each case without independent verification thereof or other investigation. We have assumed,
without investigation, the following: (a) the genuineness of signatures appearing upon certifications, documents, and proceedings,
(b) each document submitted to us for review is accurate and complete, each such document that is an original is authentic and each
such document that is a copy conforms to an authentic original, (c) the legal capacity of natural persons who are involved on behalf
of the Company to enter into and perform the referenced instrument or agreement or to carry out their role in it, (d) the
truth, accuracy and completeness of the information, representations and warranties contained in the documents, instruments, certificates
and records we have reviewed, (e) the absence of any undisclosed modifications to the agreements and instruments reviewed by us, and
(f) that New York law has or will be chosen to govern each Governing Document and the Securities and/or certificates evidencing such
Securities described in the foregoing opinions.
Without limiting any other
qualifications set forth herein, the opinions expressed herein are subject to the effect of generally applicable laws that (a) provide
for the enforcement of oral waivers or modifications where a material change of position in reliance thereon has occurred or provide that
a course of performance may operate as a waiver, (b) limit the enforcement of provisions of instruments or agreements that purport
to require waiver of the obligations of good faith, fair dealing, diligence and reasonableness, (c) limit the availability of a remedy
under certain circumstances where another remedy has been elected, (d) limit the enforceability of provisions releasing, exculpating
or exempting a party from, or requiring indemnification of or contribution to a party for, liability for its own action or inaction, to
the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct or insofar as such provisions
otherwise contravene public policy, (e) may, where less than all of an instrument or agreement may be unenforceable, limit the enforceability
of the balance of the instrument or agreement to circumstances in which the unenforceable portion is not an essential part of the agreed
exchange, (f) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees
and other costs, (g) may permit a party who has materially failed to render or offer performance required by a contract to cure that
failure unless either permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for performance
or it is important under the circumstances to the aggrieved party that performance occur by the date stated in the instrument or agreement,
(h) may require mitigation of damages, (i) may limit the enforceability of certain waivers, and (j) provide a time limitation
after which a remedy may not be enforced (i.e., statutes of limitation).
MGP Ingredients, Inc.
August 1, 2024
Page 6
We express no opinion as to
(i) whether a court would award a judgment in a currency other than United States dollars or as to the enforceability of any provision
specifying rates of exchange for, or requiring indemnity against loss in, converting into a specified currency the proceeds or amount
of a court judgment in another currency, (ii) any agreement to submit to the jurisdiction of any particular court or other governmental
authority (either as to personal jurisdiction or subject matter jurisdiction), any waivers of the right to jury trial, any waivers of
service of process requirements that would otherwise be applicable, any agreement that a judgment rendered by a court in one jurisdiction
may be enforced in another jurisdiction, or any provision otherwise affecting the jurisdiction or venue of courts, or (iii) any provision
waiving legal, statutory or equitable defenses or other procedural, judicial or administrative rights.
Without limiting any other
qualifications set forth herein, the opinions expressed herein are subject to the effect of generally applicable laws that may limit the
enforceability of provisions imposing increased interest rates or late payment charges upon delinquency in payment or default or providing
for liquidated damages or for premiums upon acceleration.
Our opinions set forth herein
are limited to the laws of the State of New York.
This opinion is rendered as
of the date first written above and is expressly limited to the matters set forth above, and we render no opinion, whether by implication
or otherwise, as to any other matters relating to the Company, the Securities or the Governing Documents.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and to being named in the Registration Statement under the caption “Legal
Opinions” with respect to the matters stated therein without implying or admitting that we are “experts” within the
meaning of the Act, or other rules and regulations of the Commission issued thereunder with respect to any part of the Registration
Statement, including this exhibit.
| |
Very truly yours, |
| |
|
| |
By: |
/s/Faegre Drinker Biddle &
Reath LLP |
| |
FAEGRE DRINKER BIDDLE & REATH
LLP |
Exhibit 5.2
August 1, 2024
MGP Ingredients, Inc.
100 Commercial Street, Box 130
Atchison, Kansas 66002
| Re: |
MGP Ingredients, Inc. – Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as Kansas local
counsel to MGP Ingredients, Inc., a Kansas corporation (the “Company”), in connection with the Registration Statement
on Form S-3 (the “Registration Statement”) filed or to be filed on or about the date hereof with the Securities and Exchange
Commission (the “Commission”) in connection with the registration pursuant to the Securities Act of 1933, as amended (the
“Act”), of the offer and sale by the Company from time to time, pursuant to Rule 415 under the Act, of shares of the
Company’s common stock, no par value per share (the “Common Stock”), debt securities (the “Debt Securities”),
warrants for the purchase of debt or equity securities (the “Warrants”), rights for the purchase of equity securities (“Rights”),
and units consisting of one or more debt securities, equity securities, Warrants, Rights or any combination of securities (“Units”
and, together with the Common stock, Debt Securities, Warrants, and Rights, the “Offered Securities” and each an “Offered
Security”).
The Offered Securities may
be offered and sold by the Company, from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus
contained therein (the “Prospectus”) and the supplements to the Prospectus (the “Prospectus Supplements”).
The Common Stock is to be
issued under the Amended Articles of Incorporation of the Company, as amended to date and currently in effect (the “Articles of
Incorporation”). The Debt Securities are to be issued under an indenture substantially in the form filed as Exhibit 4.1 to
the Registration Statement, with appropriate insertions (the “Indenture”), to be entered into by the Company and a trustee
to be named by the Company. The Warrants are to be issued from time to time under warrant agreements (including a form of certificate
evidencing the Warrants) in a form to be filed and incorporated into the Registration Statement (each, a “Warrant Agreement”).
The Rights are to be issued from time to time under rights agreements (including a form of certificate evidencing the Rights) in a form
to be filed and incorporated into the Registration Statement (each, a “Rights Agreement”). The Units are to be issued from
time to time under unit agreements (including a form of certificate evidencing the Units) in a form to be filed and incorporated into
the Registration Statement (each, a “Unit Agreement” and, together with the Articles of Incorporation, the Indenture, each
Warrant Agreement, and each Rights Agreement, the “Governing Documents”).
1201 Walnut Street, Suite 2900,
Kansas City, MO 64106
MGP Ingredients, Inc.
Page 2
In connection with this opinion
letter, we have examined originals or copies, certified to our satisfaction, of: (i) the Registration Statement; (ii) the Prospectus;
(iii) the Indenture; (iv) the Articles of Incorporation; (v) the Amended and Restated Bylaws of the Company, as currently
in effect (the “Bylaws”); and (vi) certain resolutions of the Company’s Board of Directors (the “Board”)
relating to the Offered Securities and related matters. We also examined originals or copies, certified to our satisfaction, of such corporate
records of the Company, certificates of public officials and representatives of the Company and other documents as we deemed necessary
to deliver the opinions expressed below. In such examination, we have assumed, without inquiry or other investigation, (i) the legal
capacity of each natural person executing the agreements described herein; (ii) the authenticity and completeness of all documents
submitted to us as originals; (iii) the genuineness of all signatures; (iv) the conformity to the authentic originals of all
documents submitted to us as copies; (v) the truth, accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have reviewed; (vi) that each certificate or copy of a public
record furnished by public officials is authentic, accurate and complete; (vii) that there have been no undisclosed modifications
of any provision of any document reviewed by us in connection with the rendering of this opinion letter and no undisclosed prior waiver
of any right or remedy contained in any of the documents; and (viii) that each transaction complies with all tests of good faith,
fairness and conscionability required by law. In making our examination of executed documents or documents to be executed, we have assumed
that the parties thereto, other than the Company, had or will have the power, corporate, trust or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all requisite action, corporate, trust or other, and execution and
delivery by such parties of such documents and that such documents constitute valid and binding obligations of such parties.
We have also assumed that:
(i) prior to the delivery of any Offered Security, the Board (or a duly established and authorized committee thereof) shall have
duly established the terms of such Offered Security and duly authorized the issuance and sale of such Offered Security and such authorization
shall not have been modified or rescinded and the Offered Securities will be issued in accordance with, and in compliance with any limitations
on issuance contained in, such authorization; (ii) the Company will remain duly organized, validly existing and in good standing
under the laws of the State of Kansas; (iii) the Registration Statement, and any amendments thereto (including post-effective amendments),
will have become effective and such effectiveness shall not have been terminated or rescinded; (iv) a Prospectus Supplement will
have been prepared and filed with the Commission describing the Offered Securities offered thereby; (v) all Offered Securities will
be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement
and the appropriate Prospectus Supplement; (vi) a definitive purchase, underwriting or similar agreement with respect to any Offered
Securities will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (vii) none
of the particular terms of any Offered Securities or Governing Documents established after the date hereof will violate, or be void or
voidable under, any applicable law; (viii) neither the authorization, issuance, execution, authentication, acknowledgement, delivery
or filing of any Offered Securities or Governing Documents, nor the compliance by the Company with the terms of such Offered Securities
or Governing Documents, will result in a violation of or default under any agreement or instrument then binding upon the Company or any
order of any court or governmental body having jurisdiction over the Company then in effect; (ix) the Company shall have received
legally sufficient consideration for all Offered Securities; (x) at the time any Offered Securities or Governing Documents are authorized,
issued, executed, authenticated, acknowledged, delivered or filed (as the case may be), there will not have occurred any change in the
law or in the Articles of Incorporation or Bylaws affecting the authorization, issuance, execution, authentication, acknowledgement, delivery,
filing, validity or enforceability of such Offered Securities or Governing Documents; (xi) the terms of the Offered Securities will
be established in conformity with the applicable Governing Documents and the Offered Securities will be issued within the limits of the
then remaining authorized but unreserved and unissued amounts of such Offered Securities under the Governing Documents; (xii) any
Offered Securities issuable upon conversion, exchange, exercise or settlement of any other Offered Securities will have been duly authorized
and reserved for issuance (in each case, within the limits of the then remaining authorized but unreserved and unissued amounts of such
Securities), and any issuance of such Offered Securities will be effected in accordance with the terms and conditions set forth in such
other Offered Securities and the Governing Documents related thereto; (xiii) all certificates evidencing any Offered Securities will
be in the form required by law and approved for issuance by the Company; (xiv) the Company will comply with all applicable notice
requirements regarding uncertificated shares provided in the Kansas General Corporation Law; and (xv) the Offered Securities will
be duly registered on the books of the transfer agent and registrar thereof in the name and on behalf of the holders thereof.
MGP Ingredients, Inc.
Page 3
Based on such examination
and subject to the foregoing assumptions, exceptions, qualifications and limitations, we express the following opinions:
1. The Company has been incorporated
under the Kansas General Corporation Law and its status is active based solely on a Certificate of Status of the Company dated
July 31, 2024 and issued by the Secretary of State of Kansas.
2. The Company has the corporate
power and authority to execute, deliver and perform its obligations under the Indenture, each Warrant Agreement, each Rights Agreement
and each Unit Agreement.
3. With respect to the Common
Stock, when (i) the Board (or a duly established and authorized committee thereof) has taken all necessary corporate action to approve
the issuance and sale of the Common Stock, the terms of the offering thereof and related matters, (ii) a prospectus supplement and
any other offering material with respect to such Common Stock have been filed with the Commission in compliance with the Securities Act
and the rules and regulations thereunder, (iii) the Company has obtained any legally required consents, approvals, authorizations
or other orders of the Commission and any other regulatory authorities (iv) any certificates evidencing such Common Stock have been
duly executed, registered and delivered (or in the case of Common Stock issued without certificates, duly registered and constructively
delivered through book entry of such Common Stock), (v) such shares of Common Stock have been duly issued and delivered in accordance
with the provisions of any applicable convertible or exchangeable security, definitive purchase, underwriting or other agreement binding
on the Company and the terms approved by the Board (or a duly established and authorized committee thereof) and (vi) the Company
has received payment of the cash or other lawful consideration provided to be paid for the Common Stock, then the shares of Common Stock
will be validly issued, fully paid and nonassessable.
MGP Ingredients, Inc.
Page 4
The laws covered by the opinions
expressed herein are limited to the laws of the State of Kansas.
The Offered Securities may
be issued from time to time on a delayed or continuous basis, and this opinion letter is limited to the laws, including the rules and
regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect. Our opinions are limited
to the matters stated herein, and no opinion is to be implied or inferred beyond the matters stated herein. This opinion letter speaks
only as of its date. We undertake no obligation to advise the addressees (or any other third party) of changes in law or fact that occur
after the date of this opinion, even though the change may affect the legal analysis, a legal conclusion or an informational confirmation
in this opinion.
We hereby consent to the filing
of this opinion letter as Exhibit 5.2 to the Registration Statement and further consent to the reference to our name under the caption
“Legal Matters” in the Prospectus. In giving such consent, we do not admit that we are in the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations of the Commission.
Very Truly Yours,
/s/ Stinson LLP
Stinson LLP
Exhibit 23.3
Consent of Independent Registered Public Accounting
Firm
We consent to the use of our report dated February 22, 2024, with
respect to the consolidated financial statements of MGP Ingredients, Inc., and the effectiveness of internal control over financial
reporting, incorporated herein by reference.
/s/ KPMG LLP
Kansas City, Missouri
August 1, 2024
S-3
S-3ASR
EX-FILING FEES
0000835011
MGP INGREDIENTS INC
0000835011
2024-07-31
2024-07-31
0000835011
1
2024-07-31
2024-07-31
0000835011
2
2024-07-31
2024-07-31
0000835011
3
2024-07-31
2024-07-31
0000835011
4
2024-07-31
2024-07-31
0000835011
5
2024-07-31
2024-07-31
iso4217:USD
xbrli:pure
xbrli:shares
|
Calculation of Filing Fee Tables
|
|
S-3
|
|
MGP INGREDIENTS INC
|
|
Table 1: Newly Registered and Carry Forward Securities
|
|
|
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial Effective Date
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
|
|
Newly Registered Securities
|
|
Fees to be Paid
|
1
|
Equity
|
Common stock, no par value
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees to be Paid
|
2
|
Other
|
Warrants
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees to be Paid
|
3
|
Other
|
Units
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees to be Paid
|
4
|
Other
|
Rights
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees to be Paid
|
5
|
Debt
|
Debt Securities
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees Previously Paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carry Forward Securities
|
|
Carry Forward Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Offering Amounts:
|
|
$
0.00
|
|
$
0.00
|
|
|
|
|
|
|
|
|
Total Fees Previously Paid:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
|
Total Fee Offsets:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
|
Net Fee Due:
|
|
|
|
$
0.00
|
|
|
|
|
|
1
|
(1) An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the Registrant is deferring payment of the registration fees.
|
|
|
|
2
|
(1) An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the Registrant is deferring payment of the registration fees.
|
|
|
|
3
|
(1) An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the Registrant is deferring payment of the registration fees.
(2) Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
|
|
|
|
4
|
(1) An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the Registrant is deferring payment of the registration fees.
|
|
|
|
5
|
(1) An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the Registrant is deferring payment of the registration fees.
(2) The Debt Securities to be offered hereunder will consist of debentures, notes, or other types of debt securities and will include one or more series of Senior Debt Securities, Subordinated Debt Securities, Senior Subordinated Debt Securities, or any combination thereof.
|
|
|
v3.24.2.u1
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v3.24.2.u1
Offerings
|
Jul. 31, 2024 |
| Offering: 1 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Equity
|
| Security Class Title |
Common stock, no par value
|
| Fee Rate |
0.01476%
|
| Offering Note |
(1) An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the Registrant is deferring payment of the registration fees.
|
| Offering: 2 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Other
|
| Security Class Title |
Warrants
|
| Fee Rate |
0.01476%
|
| Offering Note |
(1) An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the Registrant is deferring payment of the registration fees.
|
| Offering: 3 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Other
|
| Security Class Title |
Units
|
| Fee Rate |
0.01476%
|
| Offering Note |
(1) An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the Registrant is deferring payment of the registration fees.
(2) Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
|
| Offering: 4 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Other
|
| Security Class Title |
Rights
|
| Fee Rate |
0.01476%
|
| Offering Note |
(1) An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the Registrant is deferring payment of the registration fees.
|
| Offering: 5 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Debt
|
| Security Class Title |
Debt Securities
|
| Fee Rate |
0.01476%
|
| Offering Note |
(1) An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the Registrant is deferring payment of the registration fees.
(2) The Debt Securities to be offered hereunder will consist of debentures, notes, or other types of debt securities and will include one or more series of Senior Debt Securities, Subordinated Debt Securities, Senior Subordinated Debt Securities, or any combination thereof.
|
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