What changed in this filing

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Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-26 · 23 added, 11 removed, 109 unchanged (24% of the section changed)

49 unchanged sentences

2.1 Agreement and Plan of Merger, dated June 26, 2017, by and among Pacific Ethanol Central, LLC, ICP Merger Sub, LLC, Illinois Corn Processing, LLC, Illinois Corn Processing Holdings Inc., and MGPI Processing, Inc.

(Incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed June 27, 2017 (File Number 000-17196))

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 (File number 000-17196))

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.

(Incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed January 25, 2021 (File number 000-17196))

3.1.1 Amended Articles of Incorporation of MGP Ingredients, Inc.

3 unchanged sentences

dated February 22, 2017 (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed February 28, 2017 (File number 000-17196))

4.1 Secured Promissory Note, dated July 3, 2017, issued to MGPI Processing, Inc.

(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on July 10, 2017 (File number 000-17196))

4.1 Credit Agreement between MGP Ingredients, Inc.

and Wells Fargo Bank, National Association, dated August 23, 2017 (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on August 24, 2017 (File number 000-17196))

4.2 Credit Agreement between MGP Ingredients, Inc.

and Wells Fargo Bank, National Association, dated February 14, 2020 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed February 18, 2020 (File number 000-17196))

4.3** Amendment No.

1 to Credit Agreement between MGP Ingredients, Inc.

and Wells Fargo Bank, National Association, dated January 25, 2021

4.4 Note Purchase and Private Shelf Agreement between MGP Ingredients, Inc., PGIM, Inc., and certain purchasers affiliated with PGIM, Inc., dated August 23, 2017 (Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on August 24, 2017 (File number 000-17196))

4.5 Amendment to Note Purchase and Private Shelf Agreement between MGP Ingredients, Inc., PGIM, Inc., and certain purchasers affiliated with PGIM, Inc., dated February 14, 2020 (Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed February 18, 2020 (File number 000-17196))

4.6 Second Amendment to Note Purchase and Private Shelf Agreement between MGP Ingredients, Inc.

and certain noteholders affiliated with PGIM, Inc., dated September 30, 2020 (Incorporated by reference to Exhibit 10.1 of the Company’s Current report on Form 8-K filed October 2, 2020 (File number 000-17196))

4.7** Third Amendment to Note Purchase and Private Shelf Agreement between MGP Ingredients, Inc.

and certain noteholders affiliated with PGIM, Inc., dated January 25, 2021

4.8** Description of Registrant's Securities

13 unchanged sentences

Executive Deferred Compensation Plan (Incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2018 (File number 000-17196))

10.8* Employment Agreement between David J.

Colo and MGP Ingredients, Inc.

entered into February 7, 2020 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed February 11, 2020 (File number 000-17196))

21** Subsidiaries of the Company

13 unchanged sentences

MGP INGREDIENTS, INC.

By /s/ Augustus C.

Griffin, President and Chief Executive Officer (Principal Executive Officer)

By /s/ David J.

Colo, President and Chief Executive Officer (Principal Executive Officer)

By /s/ Brandon M.

1 unchanged sentence

POWER OF ATTORNEY

Know all people by these presents, that each person whose signature appears below constitutes and appoints Augustus C.

Griffin and Brandon M.

Know all people by these presents, that each person whose signature appears below constitutes and appoints David J.

Colo and Brandon M.

Gall, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto, 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 and 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 confirming all that said attorneys-in-fact and agents or either of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

1 unchanged sentence

Name Title Date

/s/Augustus C.

Griffin President and Chief Executive Officer (Principal Executive Officer) and Director February 26, 2020

Colo President and Chief Executive Officer (Principal Executive Officer) and Director February 25, 2021

/s/ Brandon M.

1 unchanged sentence

Bareuther Director February 25, 2021

Colo Director February 26, 2020

/s/ Lori L.S.

Mingus Director February 25, 2021

/s/ Terrence P.

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures