Green Plains Inc. and Green Plains Partners LP Announce Unitholder Approval of Merger
05 January 2024 - 10:59PM
Business Wire
Green Plains Inc. (NASDAQ: GPRE) (“Green Plains”) and Green
Plains Partners LP (NASDAQ: GPP) (the “Partnership”) today
announced that the Partnership’s common unitholders approved that
certain Agreement and Plan of Merger, dated as of September 16,
2023 (the “Merger Agreement”), by and among Green Plains, GPLP
Holdings Inc., a wholly owned subsidiary of Green Plains
(“Holdings”), GPLP Merger Sub LLC, a wholly owned subsidiary of
Holdings (“Merger Sub”), the Partnership, and Green Plains Holdings
LLC, the general partner of the Partnership, and the transactions
contemplated thereby, including the merger of Merger Sub with and
into the Partnership, with the Partnership surviving as an
indirect, wholly owned subsidiary of Green Plains (the
“Merger”).
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The approval of the Merger Agreement and the Merger required the
affirmative vote or written consent of the holders of a majority of
the Partnership’s outstanding common units. The holders of more
than 62% of the Partnership’s outstanding common units as of the
record date for the consent solicitation consented to and approved
the Merger Agreement and the Merger by written consent. The
deadline for the consent solicitation expired at 11:59 p.m.
(Eastern Time) on January 4, 2024.
The Merger is subject to customary closing conditions and is
expected to close on January 9, 2024, at which time the Partnership
will commence the process of delisting the common units from Nasdaq
and deregistering the common units under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The Partnership’s
common units are expected to continue to trade on Nasdaq until the
close of trading on January 9, 2024, and are expected to be
suspended from trading on Nasdaq effective as of the opening of
trading on January 10, 2024.
About Green Plains Inc.
Green Plains Inc. (NASDAQ: GPRE) is a leading biorefining
company focused on the development and utilization of fermentation,
agricultural and biological technologies in the processing of
annually renewable crops into sustainable value-added ingredients.
This includes the production of cleaner low carbon biofuels,
renewable feedstocks for advanced biofuels and high purity alcohols
for use in cleaners and disinfectants. Green Plains is an
innovative producer of Ultra-High Protein and novel ingredients for
animal and aquaculture diets to help satisfy a growing global
appetite for sustainable protein. Green Plains Inc. currently owns
a 48.8% limited partner interest and a 2.0% general partner
interest in Green Plains Partners LP. For more information, visit
www.gpreinc.com.
About Green Plains Partners LP
Green Plains Partners LP (NASDAQ: GPP) is a fee-based Delaware
limited partnership formed by Green Plains Inc. to provide fuel
storage and transportation services by owning, operating,
developing and acquiring ethanol and fuel storage terminals,
transportation assets and other related assets and businesses. For
more information about Green Plains Partners LP, visit
www.greenplainspartners.com.
Forward-Looking Statements
All statements in this press release (and oral statements made
regarding the subjects of this communication), including those that
express a belief, expectation or intention, may be considered
forward-looking statements (as defined in Section 21E of the
Exchange Act and Section 27A of the Securities Act of 1933, as
amended) that involve risks and uncertainties that could cause
actual results to differ materially from projected results. Without
limiting the generality of the foregoing, forward-looking
statements contained in this communication include statements
relying on a number of assumptions concerning future events and are
subject to a number of uncertainties and factors, many of which are
outside the control of Green Plains and the Partnership, which
could cause actual results to differ materially from such
statements. Accordingly, investors should not place undue reliance
on forward-looking statements as a prediction of actual results.
The forward-looking statements may include, but are not limited to,
statements regarding the expected benefits of the proposed
transaction to Green Plains and the Partnership and their
shareholders and unitholders, respectively; the anticipated
completion of the proposed transaction and the timing thereof; the
delisting and deregistration of the Partnership’s common units and
the timing thereof; and the expected future growth, dividends and
distributions of the combined company; and plans and objectives of
management for future operations. Forward-looking statements may be
identified by words such as “believe,” “intend,” “expect,” “may,”
“should,” “will,” “anticipate,” “could,” “estimate,” “plan,”
“predict,” “project” and variations of these words or similar
expressions (or the negative versions of such words or
expressions). While Green Plains and the Partnership believe that
the assumptions concerning future events are reasonable, they
caution that there are inherent difficulties in predicting certain
important factors that could impact the future performance or
results of their businesses. Among the factors that could cause
results to differ materially from those indicated by such
forward-looking statements are: the failure to realize the
anticipated costs savings, synergies and other benefits of the
proposed transaction; the possible diversion of management time on
transaction-related issues; local, regional and national economic
conditions and the impact they may have on Green Plains, the
Partnership and their customers; disruption caused by health
epidemics, such as the COVID-19 outbreak; conditions in the ethanol
and biofuels industry, including a sustained decrease in the level
of supply or demand for ethanol and biofuels or a sustained
decrease in the price of ethanol or biofuels; commodity market
risks, including those that may result from weather conditions; the
financial condition of Green Plains’ or the Partnership’s
customers; any non-performance by customers of their contractual
obligations; changes in customer, employee or supplier
relationships resulting from the proposed transaction; changes in
safety, health, environmental and other governmental policy and
regulation, including changes to tax laws; the results of any
reviews, investigations or other proceedings by government
authorities; and the performance of Green Plains and the
Partnership.
The foregoing list of factors is not exhaustive. The
forward-looking statements in this press release speak only as of
the date they are made and we assume no obligation and do not
intend to update or revise these forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by securities and other applicable laws. We have
based these forward-looking statements on our current expectations
and assumptions about future events. While our management considers
these expectations and assumptions to be reasonable, they are
inherently subject to significant business, economic, competitive,
regulatory and other risks, contingencies and uncertainties, most
of which are difficult to predict and many of which are beyond
Green Plains’ and the Partnership’s control. These risks,
contingencies and uncertainties relate to, among other matters, the
risks and uncertainties set forth in the “Risk Factors” section of
Green Plains’ and the Partnership’s respective Annual Reports on
Form 10-K for the year ended December 31, 2022, and Quarterly
Reports on Form 10-Q for the three months ended March 31, 2023,
June 30, 2023 and September 30, 2023, respectively, each filed with
the Securities and Exchange Commission (the “SEC”), and any
subsequent reports filed with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements.
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Green Plains Inc. Contacts Investors: Phil Boggs |
Executive Vice President, Investor Relations | 402.884.8700 |
phil.boggs@gpreinc.com Media: Lisa Gibson | Communications
Manager | 402.952.4971 | lisa.gibson@gpreinc.com
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