Green Plains (GPRE) Reports Completion of Asset Transaction

TL;DR

**GPRE completed an asset deal, but the 8-K gives zero details, leaving investors guessing.**

AI Summary

Green Plains Inc. (GPRE) filed an 8-K on January 9, 2024, to report the completion of an acquisition or disposition of assets. While the filing confirms the event, it does not disclose specific details like the names of the acquired or disposed assets, the transaction value, or the counterparty. This matters to investors because without these specifics, it's impossible to assess the financial impact or strategic implications of the transaction on Green Plains' future performance or stock value.

Why It Matters

This filing confirms a significant corporate event (acquisition/disposition) but lacks crucial details, leaving investors in the dark about its potential impact on the company's financials and strategic direction.

Risk Assessment

Risk Level: medium — The lack of specific details about the acquisition or disposition creates uncertainty, making it difficult for investors to evaluate the company's financial health and future prospects.

Analyst Insight

A smart investor would hold off on making any significant investment decisions regarding GPRE until the company provides more specific details about the completed acquisition or disposition, as the current filing lacks the necessary information for a proper valuation.

Key Players & Entities

• Green Plains Inc. (company) — the registrant filing the 8-K
• GPRE (company) — the trading symbol for Green Plains Inc.
• January 9, 2024 (date) — the date of the earliest event reported and filing date

Forward-Looking Statements

• Green Plains Inc. will release more details about the asset transaction in a subsequent filing or press release. (Green Plains Inc.) — medium confidence, target: 2024-03-31
• Analyst ratings for GPRE will remain unchanged until further details about the transaction are disclosed. (GPRE) — high confidence, target: 2024-02-29

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share GPRE The Nasdaq Stock Market
• $2.50 — ") and (ii) an amount of cash e qual to $2.50 (as calculated in accordance with the M
• $29.2 million — on shares of GPRE Common Stock and paid $29.2 million in cash to the GPP Unaffiliated Unithol

Filing Documents

• gpre-20240109.htm (8-K) — 30KB
• exh991-greenplainscomplete.htm (EX-99.1) — 12KB
• image_01a.jpg (GRAPHIC) — 22KB
• imagea.jpg (GRAPHIC) — 15KB
• 0001309402-24-000002.txt ( ) — 224KB
• gpre-20240109.xsd (EX-101.SCH) — 2KB
• gpre-20240109_lab.xml (EX-101.LAB) — 23KB
• gpre-20240109_pre.xml (EX-101.PRE) — 12KB
• gpre-20240109_htm.xml (XML) — 3KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. As previously announced, on September 16, 2023, Green Plains Partners LP, a Delaware limited partnership (the "Partnership"), Green Plains Holdings LLC, a Delaware limited liability company and the general partner of the Partnership (the "General Partner"), Green Plains Inc., an Iowa corporation ("GPRE"), GPLP Holdings Inc., a Delaware corporation and a wholly owned subsidiary of GPRE ("Holdings") and GPLP Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub agreed to merge with and into the Partnership, with the Partnership surviving as an indirect, wholly owned subsidiary of GPRE (the "Merger"). On January 9, 2024, the parties to the Merger Agreement completed the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding common unit representing a limited partner interest in the Partnership (each, a "GPP Common Unit") other than GPP Common Units owned by GPRE, the General Partner and their respective affiliates (each, a "GPP Public Common Unit" and the holders of such units, the "GPP Unaffiliated Unitholders") was converted into the right to receive, subject to adjustment as described in the Merger Agreement, (i) 0.405 shares of common stock, par value $0.001 per share, of GPRE (the "GPRE Common Stock" and the shares of GPRE Common Stock issued in the Merger, the "Stock Consideration") and (ii) an amount of cash e qual to $2.50 (as calculated in accordance with the Merger Agreement, and together with the Stock Consideration, the "Merger Consideration"). In addition, at the Effective Time, each of the outstanding awards relating to a GPP Common Unit issued under a Partnership Long-Term Incentive Plan (as de

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 9, 2024, GPRE and the Partnership issued a joint press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. The information provided in this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of GPRE under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed as part of this report. Exhibit No. Description of Exhibit 99.1 Press Release, dated January 9, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Green Plains Inc. Date: January 9, 2024 By: /s/ Michelle Mapes Michelle Mapes Chief Legal & Administration Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR