Green Plains Inc. Amends 13D/A for Green Plains Partners LP

TL;DR

**GPRE just updated its stake in GPLP, watch for potential strategic moves!**

AI Summary

Green Plains Inc. (GPRE) filed an amended Schedule 13D/A on January 10, 2024, indicating a change in its beneficial ownership of Green Plains Partners LP (GPLP) common units. This amendment, number 5, was triggered by an event on January 9, 2024. This matters to investors because Green Plains Inc. is a significant holder in Green Plains Partners LP, and changes in its ownership or intentions can signal strategic shifts or potential future actions regarding the partnership, impacting the value of GPLP units.

Why It Matters

This filing updates the market on Green Plains Inc.'s stake in Green Plains Partners LP, which can influence investor perception and the stock price of GPLP.

Risk Assessment

Risk Level: medium — Changes in significant ownership can lead to volatility or strategic shifts, posing a medium risk for current or prospective investors.

Analyst Insight

Investors in Green Plains Partners LP should monitor future filings from Green Plains Inc. for more details on their intentions, as this amendment suggests a change in their position or strategy.

Key Players & Entities

• Green Plains Inc. (company) — the reporting person and beneficial owner
• Green Plains Partners LP (company) — the issuer of the securities
• Michelle S. Mapes (person) — person authorized to receive notices for Green Plains Inc.
• January 9, 2024 (date) — date of event requiring the filing
• January 10, 2024 (date) — filing date of the SC 13D/A
• 393221106 (number) — CUSIP Number for Green Plains Partners LP Common Units

Forward-Looking Statements

• Green Plains Inc. may be signaling a strategic review or potential transaction involving Green Plains Partners LP due to the amendment. (Green Plains Inc.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.001 — llion shares of common stock, par value $0.001 per share, of Green Plains (the Green P
• $29.2 million — ate cash consideration of approximately $29.2 million. Green Plains used cash on hand to fund
• $2.50 — tock (the Stock Consideration) and (ii) $2.50 in cash, without interest (the Cash Con

Filing Documents

• d705499dsc13da.htm (SC 13D/A) — 57KB
• d705499dex99a.htm (EX-99.A) — 12KB
• 0001193125-24-006018.txt ( ) — 71KB

of the Schedule 13D is amended and restated in its entirety as follows

Item 2 of the Schedule 13D is amended and restated in its entirety as follows: The Schedule 13D is being filed by the following persons (each a Reporting Person and, collectively, the Reporting Persons): Green Plains Inc., an Iowa corporation (Green Plains); and GPLP Holdings Inc., a Delaware corporation (Holdings). The principal business of the Reporting Persons is the production, marketing and distribution of ethanol, distillers grains and corn oil with its business operations and the investment in interests in the Partnership. The principal business address of each the Reporting Persons and Covered Individuals (as defined below) is 1811 Aksarben Drive, Omaha, Nebraska 68106. The name, present principal occupation and citizenship of each director and executive officer of Green Plains and Holdings (the Covered Individuals) are set forth on Exhibit A to this Schedule 13D, which is incorporated herein by reference. Unless otherwise indicated, the present principal occupation of each person is with Green Plains. During the last five years, neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, any Covered Individual (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. CUSIP No. 393221106 13D Page 4 of 6 pages Item 3. Source and Amount of Funds or Other Consideration.

of the Scheduled 13D is hereby amended and supplemented as follows

Item 3 of the Scheduled 13D is hereby amended and supplemented as follows: In connection with the closing of the Merger (as defined below), on January 9, 2024, Holdings acquired 11,678,285 Common Units in exchange for approximately 4.7 million shares of common stock, par value $0.001 per share, of Green Plains (the Green Plains Common Stock) and aggregate cash consideration of approximately $29.2 million. Green Plains used cash on hand to fund the cash consideration payable by Holdings. Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended and supplemented as follows

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: As previously disclosed, on September 16, 2023, the Reporting Persons, GPLP Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (Merger Sub), the Issuer, and Green Plains Holdings LLC, a Delaware limited liability company and the general partner of the Issuer (the General Partner), entered into an Agreement and Plan of Merger (the Merger Agreement). On January 9, 2024, Merger Sub merged with and into the Issuer, with the Issuer surviving as an indirect, wholly owned subsidiary of Green Plains (the Merger), and each outstanding Common Unit other than Common Units owned by the Reporting Persons, the General Partner and their respective affiliates (each, a Public Common Unit) was converted into the right to receive, subject to adjustment as described in the Merger Agreement, (i) 0.405 shares of Green Plains Common Stock (the Stock Consideration) and (ii) $2.50 in cash, without interest (the Cash Consideration and, together with the Stock Consideration, the Merger Consideration). The Common Units owned by Green Plains, the General Partner and their respective affiliates prior to the effective time of the Merger (the Effective Time) will remain outstanding as limited partner interests in the surviving entity. The economic general partner interest in the Issuer will remain outstanding as a general partner interest in the surviving entity immediately following the Effective Time, and the General Partner will continue as the sole general partner of the surviving entity. Following the consummation of the transactions contemplated by the Merger Agreement, the Issuers Common Units ceased to be listed on NASDAQ and will be deregistered under the Securities Exchange Act of 1934, as amended. Item 5. Interest in Securities of the Issuer. (a) (b) The ownership information presented below represents beneficial ownership of Common Units as of the date here

of the Schedule 13D is hereby amended and supplemented to include the following exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented to include the following exhibits: EXHIBIT A Directors, Managers and Executive Officers of Green Plains and Holdings. CUSIP No. 393221106 13D Page 6 of 6 pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date : January 10, 2024 Green Plains Inc. By: /s/ Michelle S. Mapes Name: Michelle S. Mapes Title: Chief Legal and Administration Officer and Corporate Secretary GPLP Holdings Inc. By: /s/ Michelle S. Mapes Name: Michelle S. Mapes Title: Secretary

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View this SC 13D/A filing on SEC EDGAR