SEC Form DEFM14A filed by Green Plains Partners LP

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☒	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material under §240.14a-12

GREEN PLAINS PARTNERS LP

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

☒	No fee required.

 

☐	Fee paid previously with preliminary materials.

 

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

 

On September 16, 2023, Green Plains Inc., an Iowa corporation (“GPRE”), GPLP Holdings Inc., a Delaware corporation and a wholly owned subsidiary of GPRE (“Holdings”), GPLP Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub”), Green Plains Partners LP, a Delaware limited partnership (“GPP”), and Green Plains Holdings LLC, a Delaware limited liability company and the general partner of GPP (the “General Partner”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into GPP, with GPP surviving as an indirect, wholly owned subsidiary of GPRE (the “Merger”).

Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding common unit representing a limited partner interest in GPP (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”) will be 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 to be issued in the Merger, the “Stock Consideration”) and (ii) an amount of cash equal to the sum of (a) $2.00 plus (b) the product of (x) $0.455 divided by 90, multiplied by (y) the number of days from, but excluding, the last day of the calendar quarter with respect to which the General Partner has declared a quarterly cash distribution to the holders of GPP Common Units of no less than $0.455 per GPP Common Unit with a record date prior to the date of the closing of the Merger (the “Closing Date”), to, but excluding, the Closing Date, computed on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days for any period less than a calendar month, and rounded to the nearest whole cent, without interest (the “Cash Consideration” 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 defined in the Merger Agreement) will become fully vested and will be automatically canceled and converted into the right to receive, with respect to each GPP Common Unit subject thereto, the Merger Consideration (plus any accrued but unpaid amounts in relation to distribution equivalent rights). Except for the incentive distribution rights representing limited partner interests in GPP, which will be automatically canceled immediately prior to the Effective Time for no consideration in accordance with the First Amended and Restated Agreement of Limited Partnership of GPP, dated as of July 1, 2015 (as amended, the “Partnership Agreement”), the limited partner interests in GPP owned by GPRE, the General Partner and their respective affiliates prior to the Effective Time will remain outstanding as limited partner interests in the surviving entity. The economic general partner interest in GPP 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. No fractional shares of GPRE Common Stock will be issued in the Merger; instead, all fractional shares of GPRE Common Stock to which a GPP Unaffiliated Unitholder otherwise would have been entitled will be aggregated and the resulting fraction will be rounded up to the nearest whole share of GPRE Common Stock.

On September 15, 2023, the board of directors of GPRE (the “GPRE Board”), by unanimous vote, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger and the issuance of GPRE Common Stock as part of the Merger Consideration (the “GPRE Stock Issuance”), are in the best interests of GPRE and its shareholders and (ii) approved and authorized the execution and delivery of the Merger Agreement and that certain Support Agreement, dated as of September 16, 2023, by and among GPP, GPRE and certain holders of GPP Common Units (such holders and GPRE, collectively, the “Support Parties”) (the “Support Agreement” and, together with the Merger Agreement, the “Transaction Documents”) and the consummation of the transactions contemplated thereby, including the Merger and the GPRE Stock Issuance, on the terms and subject to the conditions set forth in the Transaction Documents.

On September 16, 2023, the conflicts committee (the “Conflicts Committee”) of the board of directors of the General Partner (the “GP Board”), by unanimous vote, in good faith, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of GPP, including the GPP Unaffiliated Unitholders, (ii) approved the Transaction Documents and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Transaction Documents (the foregoing constituting “Special Approval” as defined in the Partnership Agreement) and (iii) recommended to the GP Board the approval by the GP Board of the Transaction Documents and the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, including the Merger.

On September 16, 2023, following receipt of the recommendation of the Conflicts Committee, the GP Board (acting, in part, based upon the recommendation of the Conflicts Committee), by unanimous vote, in good faith, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of GPP, including the GPP Unaffiliated Unitholders, (ii) approved the Transaction Documents and the transactions contemplated thereby, including the Merger, (iii) authorized the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Transaction Documents and (iv) directed that the Merger Agreement and the Merger be submitted to a vote of the limited partners of GPP (the “GPP Limited Partners”) for approval pursuant to Section 14.3 of the Partnership Agreement and authorized the GPP Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement.

Pursuant to the Partnership Agreement, the approval of the Merger Agreement and the Merger by GPP requires the affirmative vote or written consent of the holders of a majority of the outstanding GPP Common Units (the “Required Limited Partner Written Consent”). Under the Support Agreement, each Support Party has irrevocably and unconditionally agreed to deliver a written consent, covering all of the GPP Common Units beneficially owned by such Support Party, approving the Merger Agreement and the transactions contemplated thereby, including the Merger, and any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement (the “Written Consent”), as promptly as practicable after the effectiveness of the registration statement of which the accompanying consent solicitation statement/prospectus forms a part. As of September 16, 2023, the Support Parties collectively beneficially owned 11,661,429 GPP Common Units, representing approximately 50.1% of the outstanding GPP Common Units. Accordingly, the delivery of the Written Consent will be sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the GPP Limited Partners.

The GP Board has set November 30, 2023 as the record date (the “GPP Record Date”) for determining the GPP Limited Partners entitled to execute and deliver written consents with respect to the Merger. If you were a record holder of outstanding GPP Common Units as of the close of business on the GPP Record Date, you may complete, date and sign the enclosed written consent and promptly return it to GPP. See “Written Consents of GPP Limited Partners.”

The accompanying consent solicitation statement/prospectus provides you with detailed information about the proposed Merger and related matters. GPRE and GPP both encourage you to read the entire document carefully. In particular, see “Risk Factors” beginning on page 67 for a discussion of risks related to the Merger, the tax consequences of the Merger and ownership of the GPRE Common Stock received in the Merger, an investment in GPRE Common Stock and GPRE’s business following the consummation of the Merger.

GPRE Common Stock is listed on the Nasdaq under the symbol “GPRE,” and GPP Common Units are listed on the Nasdaq under the symbol “GPP.”

 

Sincerely,
/s/ Todd A. Becker Todd A. Becker President and Chief Executive Officer of Green Plains Inc.		/s/ Michelle Mapes Michelle Mapes Chief Legal & Administration Officer, Corporate Secretary of Green Plains Partners LP

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER OR DETERMINED THAT THE ACCOMPANYING CONSENT SOLICITATION STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying consent solicitation statement/prospectus is dated December 4, 2023 and is first being mailed to GPP Limited Partners on or about December 6, 2023.

1811 Aksarben Drive

Omaha, Nebraska 68106

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To the limited partners of Green Plains Partners LP:

On September 16, 2023, Green Plains Inc., an Iowa corporation (“GPRE”), GPLP Holdings Inc., a Delaware corporation and a wholly owned subsidiary of GPRE (“Holdings”), GPLP Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub”), Green Plains Partners LP, a Delaware limited partnership (“GPP”), and Green Plains Holdings LLC, a Delaware limited liability company and the general partner of GPP (the “General Partner”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into GPP, with GPP surviving as an indirect, wholly owned subsidiary of GPRE (the “Merger”).

The conflicts committee (the “Conflicts Committee”) of the board of directors of the General Partner (the “GP Board”), by unanimous vote, in good faith, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of GPP, including the holders of common units representing limited partner interests in GPP (such units, “GPP Common Units”) other than GPRE, the General Partner and their respective affiliates including officers and directors of such entities and their affiliates (such holders, the “GPP Unaffiliated Unitholders”), (ii) approved the Merger Agreement and that certain Support Agreement, dated as of September 16, 2023, by and among GPP, GPRE, and certain holders of GPP Common Units (such holders and GPRE, collectively, the “Support Parties”) (the “Support Agreement” and, together with the Merger Agreement, the “Transaction Documents”), and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Transaction Documents (the foregoing constituting “Special Approval” as defined in the First Amended and Restated Agreement of Limited Partnership of GPP, dated as of July 1, 2015) and (iii) recommended to the GP Board the approval by the GP Board of the Transaction Documents and the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, including the Merger.

The GP Board, following receipt of the recommendation of the Conflicts Committee (acting, in part, based upon the recommendation of the Conflicts Committee) has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of GPP, including the GPP Unaffiliated Unitholders, (ii) approved the Transaction Documents and the transactions contemplated thereby, including the Merger, (iii) authorized the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Transaction Documents and (iv) directed that the Merger Agreement and the Merger be submitted to a vote of the limited partners of GPP (the “GPP Limited Partners”) for approval pursuant to Section 14.3 of the First Amended and Restated Agreement of Limited Partnership of GPP, dated as of July 1, 2015 (as amended, the “Partnership Agreement”) and authorized the GPP Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement.

Pursuant to the First Amended and Restated Agreement of Limited Partnership of GPP, dated as of July 1, 2015, as amended by the First Amendment to the First Amended and Restated Agreement of Limited Partnership of GPP, dated as of May 7, 2019, the approval of the Merger Agreement and the Merger by GPP also requires the affirmative vote or written consent of the holders of a majority of the outstanding GPP Common Units. The accompanying consent solicitation statement/prospectus is being delivered to you on behalf of the GP Board to request that the limited partners of GPP (the “GPP Limited Partners”) approve the Merger Agreement and the transactions contemplated thereby, including the Merger, by executing and returning the written consent furnished with the accompanying consent solicitation statement/prospectus.

In connection with GPP’s entry into the Merger Agreement, GPP, GPRE and certain holders of GPP Common Units have entered into the Support Agreement, pursuant to which each Support Party has irrevocably and unconditionally agreed to deliver a written consent, covering all of the GPP Common Units beneficially owned by such Support Party, approving the Merger Agreement and the transactions contemplated thereby, including the Merger, and any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement (the “Written Consent”), as promptly as practicable after the effectiveness of the registration statement of which the accompanying consent solicitation statement/prospectus forms a part. As of September 16, 2023, the Support Parties collectively beneficially owned 11,661,429 GPP Common Units, representing approximately 50.1% of the outstanding GPP Common Units. Accordingly, the delivery of the Written Consent will be sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the GPP Limited Partners.

The accompanying consent solicitation statement/prospectus describes the Merger Agreement, the Support Agreement, the Merger, and the actions to be taken in connection with the Merger, as well as provides additional information about the parties involved. Please give this information your careful attention. Copies of the Merger Agreement and the Support Agreement are attached as Annex A and Annex B, respectively, to the accompanying consent solicitation statement/prospectus.

The GP Board has set November 30, 2023 as the record date (the “GPP Record Date”) for determining the GPP Limited Partners entitled to execute and deliver written consents with respect to the Merger. If you were a record holder of outstanding GPP Common Units as of the close of business on the GPP Record Date, please complete, date and sign the written consent furnished with the accompanying consent solicitation statement/prospectus and return it promptly to GPP by one of the means described under “Written Consents of GPP Limited Partners” in the accompanying consent solicitation statement/prospectus.

By order of the Board of Directors of Green Plains Holdings LLC

Sincerely,

/s/ Michelle Mapes

Michelle Mapes

Chief Legal & Administration Officer, Corporate Secretary of

Green Plains Holdings LLC

IMPORTANT NOTE ABOUT THIS CONSENT SOLICITATION STATEMENT/PROSPECTUS

This consent solicitation statement/prospectus, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by GPRE, constitutes a prospectus of GPRE under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of GPRE Common Stock to be issued in connection with the Merger Agreement. This document also constitutes a consent solicitation statement of GPP under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This consent solicitation statement/prospectus does not constitute an offer to exchange or sell, or a solicitation of offers to exchange or purchase or the solicitation of a proxy in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

As permitted under the rules and regulations of the SEC, this consent solicitation statement/prospectus incorporates by reference important business and financial information about GPRE and GPP and their respective subsidiaries from documents filed with the SEC that have not been included in or delivered with this consent solicitation statement/prospectus. This information is available without charge at the SEC’s website at www.sec.gov. You may also obtain certain of these documents at GPRE’s website, www.gpreinc.com, and GPP’s website, www.greenplainspartners.com. Information contained on the websites of GPRE and GPP does not constitute part of this consent solicitation statement/prospectus. See “Where You Can Find More Information.”

You may also request copies of publicly filed documents from GPRE and GPP without charge by requesting them in writing or by telephone at the following address and telephone number:

Green Plains Inc.

Green Plains Holdings LLC

1811 Aksarben Drive

Omaha, Nebraska 68106

Telephone: (402) 884-8700

If you request any such documents, GPRE or GPP will mail them to you by first class mail, or another equally prompt means, after receipt of your request. To obtain timely delivery of these documents prior to the conclusion of the GPP written consent process, you must request the information no later than December 27, 2023.

Please note that copies of the documents provided to you will not include exhibits, unless the exhibits are specifically incorporated by reference into the documents or this consent solicitation statement/prospectus.

The sections entitled “Summary Term Sheet” and “Questions and Answers” below highlight selected information from this consent solicitation statement/prospectus, but they do not include all of the information that may be important to you. To better understand the Merger Agreement and the Merger, and for a more complete description of legal terms thereof, you should carefully read this entire consent solicitation statement/prospectus, including the section entitled “Risk Factors” and the Merger Agreement, a copy of which is attached as Annex A hereto, as well as the documents that are incorporated by reference into this consent solicitation statement/prospectus. See “Where You Can Find More Information.”

You should rely only on the information contained in, or incorporated by reference into, this consent solicitation statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this consent solicitation statement/prospectus. You should not assume that the information contained in or incorporated by reference into, this consent solicitation statement/prospectus is accurate as of any date other than, in the case of this consent solicitation statement/prospectus, the date on the front cover of consent solicitation statement/prospectus and, in the case of information incorporated by reference, the respective dates of such referenced documents. Neither the mailing of this consent solicitation statement/prospectus to the limited partners of GPP nor the issuance by GPRE of shares of its common stock, par value $0.001 per share, as part of the consideration in connection with the Merger will create any implication to the contrary.

 

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GLOSSARY

As used in this consent solicitation statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

“Base Merger Consideration” are to (i) 0.405 shares of GPRE Common Stock and (ii) $2.00 in cash per GPP Common Unit;

“Cash Consideration” are to an amount in cash equal to the sum of (i) $2.00 plus (ii) the product of (a) $0.455 divided by 90, multiplied by (b) the number of days from, but excluding, the last day of the calendar quarter with respect to which the General Partner has declared a quarterly cash distribution to the holders of GPP Common Units of no less than $0.455 per GPP Common Unit with a record date prior to the Closing Date, to, but excluding, the Closing Date, computed on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days for any period less than a calendar month, and rounded to the nearest whole cent;

“Closing” are to the closing of the Merger;

“Closing Date” are to the date on which the Closing actually occurs;

“Conflicts Committee” are to the conflicts committee of the GP Board;

“Code” are to the Internal Revenue Code of 1986, as amended;

“DGCL” are to the Delaware General Corporation Law;

“DOJ” are to the U.S. Department of Justice;

“DRULPA” are to the Delaware Revised Uniform Limited Partner Act, as amended;

“Effective Time” are to the time at which the certificate of merger is filed with the Secretary of the State of Delaware or at such later date or time as may be agreed by GPP and GPRE in writing and specified in the certificate of merger;

“Evercore” are to Evercore Group L.L.C.;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Exchange Ratio” are to 0.405 shares of GPRE Common Stock per GPP Common Unit;

“FTC” are to the U.S. Federal Trade Commission;

“General Partner” are to Green Plains Holdings LLC, a Delaware limited liability company and the general partner of GPP;

“General Partner Interest” are to the 2.0% economic general partner interest in GPP held by the General Partner;

“GP Board” are to the board of directors of the General Partner;

“GPP” are to Green Plains Partners LP, a Delaware limited partnership;

“GPP Common Units” are to common units representing limited partner interests in GPP;

 

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“GPP Limited Partners” are to the limited partners of GPP;

“GPP Public Common Unit” are to each GPP Common Unit that is issued and outstanding as of immediately prior to the Effective Time, other than any GPP Common Units owned by GPRE, the General Partner and their respective affiliates;

“GPP Record Date” are to November 30, 2023;

“GPP Unaffiliated Unitholders” are to holders of GPP Common Units other than GPRE, the General Partner and their respective affiliates;

“GPP Unitholders” are to holders of GPP Common Units;

“GPRE” are to Green Plains Inc., an Iowa corporation;

“GPRE Board” are to the board of directors of GPRE;

“GPRE Bylaws” are to the Fifth Amended and Restated Bylaws of GPRE, dated November 14, 2022;

“GPRE Common Stock” are to the common stock, par value $0.001 per share, of GPRE;

“GPRE Charter” are to the Second Amended and Restated Articles of Incorporation of GPRE, as amended;

“GPRE Organizational Documents” are to the GPRE Charter and the GPRE Bylaws, collectively;

“GPRE Parties” are to GPRE, Holdings and Merger Sub;

“GPRE Shareholders” are to holders of GPRE Common Stock;

“GPRE Stock Issuance” are to the issuance of shares of GPRE Common Stock as part of the Merger Consideration;

“Holdings” are to GPLP Holdings Inc., a Delaware corporation and a wholly owned subsidiary of GPRE;

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“IBCA” are to the Iowa Business Corporation Act, as amended;

“Incentive Distribution Rights” are to incentive distribution rights in GPP;

“Merger” are to the merger of Merger Sub with and into GPP, with GPP surviving such merger;

“Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of September 16, 2023, by and among GPRE, Holdings, Merger Sub, GPP and the General Partner, as the same may be amended or supplemented from time to time;

“Merger Consideration” are to (i) 0.405 shares of GPRE Common Stock and (ii) the Cash Consideration per GPP Common Unit;

“Merger Sub” are to GPLP Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings;

 

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“Nasdaq” are to The Nasdaq Stock Market LLC;

“Partnership Agreement” are to the First Amended and Restated Agreement of Limited Partnership of GPP, dated as of July 1, 2015, as amended by the First Amendment to the First Amended and Restated Agreement of Limited Partnership of GPP, dated as of May 7, 2019;

“Partnership LTIP Awards” are to any awards issued under the Partnership LTIP Plan;

“Partnership Long-Term Incentive Plans” are to the Green Plains Partners LP 2015 Long-Term Incentive Plan, including any amendment and/or amendment and restatement thereof, and any other plans or arrangements of GPP or the General Partner providing for the grant of awards of GPP Common Units or cash settled awards valued, in whole or in part, by reference to GPP Common Units, or otherwise relating thereto;

“Schedule 13E-3” are to the Rule 13e-3 transaction statement on Schedule 13E-3 to be filed with the SEC by GPRE in connection with the Merger, as amended from time to time;

“SEC” are to the U.S. Securities and Exchange Commission;

“Securities Act” are to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“Stock Consideration” are to the right of GPP Unaffiliated Unitholders to receive 0.405 shares of GPRE Common Stock per GPP Common Unit;

“Support Agreement” are to that certain Support Agreement, dated as of September 16, 2023, by and among GPP, GPRE and the Support Parties;

“Support Parties” are to GPRE, Jerry L. Peters, Jerry L. Peters and Kari A. Peters Joint Trust Agreement, dated October 21, 2020, Michelle S. Mapes, Todd A. Becker and G. Patrich Simpkins Jr.;

“Transaction Documents” are to the Merger Agreement and the Support Agreement, collectively; and

“Written Consent” are to the written consent approving the Merger Agreement and the transactions contemplated thereby, including the Merger, that that the Support Parties have agreed to deliver as promptly as practicable after the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective.

 

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TABLE OF CONTENTS

 

SUMMARY TERM SHEET			1
SPECIAL FACTORS			9
SELECTED HISTORICAL FINANCIAL INFORMATION OF GPRE			57
SELECTED HISTORICAL FINANCIAL INFORMATION OF GPP			60
SELECTED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION			61
QUESTIONS AND ANSWERS			62
COMPARATIVE MARKET PRICES AND CASH DIVIDEND/DISTRIBUTION INFORMATION			65
RISK FACTORS			67
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			73
INFORMATION ABOUT THE COMPANIES			75
WRITTEN CONSENTS OF GPP LIMITED PARTNERS			77
THE MERGER AGREEMENT			78
THE SUPPORT AGREEMENT			92
COMPARISON OF RIGHTS OF GPRE SHAREHOLDERS AND GPP UNITHOLDERS			93
DESCRIPTION OF GPRE CAPITAL STOCK			109
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			113
BUSINESS AND BACKGROUND OF NATURAL PERSONS			117
PRIOR PUBLIC OFFERINGS			123
PRIOR STOCK PURCHASES			124
PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS			125
LEGAL MATTERS			128
EXPERTS			128
WHERE YOU CAN FIND MORE INFORMATION			129
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS			F-1
ANNEX A – THE MERGER AGREEMENT			A-1
ANNEX B – THE SUPPORT AGREEMENT			B-1
ANNEX C – OPINION OF EVERCORE GROUP L.L.C.			C-1

 

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SPECIAL FACTORS

This section of the document describes the material aspects of the proposed Merger, but may not contain all of the information that is important to you. The following discussion of the Merger is qualified in its entirety by reference to the Merger Agreement. You are urged to carefully read the Merger Agreement in its entirety, a copy of which is attached as Annex A to this consent solicitation statement/prospectus and incorporated by reference herein.

General

On September 16, 2023, GPRE, Holdings, Merger Sub, GPP and the General Partner entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into GPP, with GPP surviving as an indirect, wholly owned subsidiary of GPRE.

Under the terms of the Merger Agreement, at the Effective Time, each outstanding GPP Public Common Unit will be converted into the right to receive, subject to adjustment as described in the Merger Agreement, (i) 0.405 shares of GPRE Common Stock and (ii) an amount of cash equal to the sum of (a) $2.00 plus (b) the product of (x) $0.455 divided by 90, multiplied by (y) the number of days from, but excluding, the last day of the calendar quarter with respect to which the General Partner has declared a quarterly cash distribution to the holders of GPP Common Units of no less than $0.455 per GPP Common Unit with a record date prior to the Closing Date, to, but excluding, the Closing Date, computed on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days for any period less than a calendar month, and rounded to the nearest whole cent, without interest. 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 will become fully vested and will be automatically canceled and converted into the right to receive, with respect to each GPP Common Unit subject thereto, the Merger Consideration (plus any accrued but unpaid amounts in relation to distribution equivalent rights). Except for the Incentive Distribution Rights, which will be automatically canceled immediately prior to the Effective Time for no consideration in accordance with the Partnership Agreement, the limited partner interests in GPP owned by GPRE, the General Partner and their respective affiliates prior to the Effective Time will remain outstanding as limited partner interests in the surviving entity. The economic general partner interest in GPP 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. No fractional shares of GPRE Common Stock will be issued in the Merger; instead, all fractional shares of GPRE Common Stock to which a GPP Unaffiliated Unitholder otherwise would have been entitled will be aggregated and the resulting fraction will be rounded up to the nearest whole share of GPRE Common Stock.

Pursuant to the Partnership Agreement, the approval of the Merger Agreement and the Merger by GPP requires the affirmative vote or written consent of the holders of a majority of the outstanding GPP Common Units. Under the Support Agreement, each Support Party has irrevocably and unconditionally agreed to deliver the Written Consent as promptly as practicable after the effectiveness of the registration statement of which this consent solicitation statement/prospectus forms a part. As of September 16, 2023, the date of the Merger Agreement, the Support Parties collectively beneficially owned 11,661,429 GPP Common Units, representing approximately 50.1% of the outstanding GPP Common Units. Accordingly, the delivery of the Written Consent by the Support Parties will be sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the GPP Limited Partners.

The proposed Merger is a “going-private” transaction under SEC rules and the Exchange Act. Accordingly, Rule 13e-3 and related rules under the Exchange Act require that the GPRE Parties, GPP and the General Partner make certain disclosures regarding the Merger. This section contains various information that you should read carefully. For example, the “Special Factors” section entitled “Effects of the Merger” explains the material steps for completing the Merger and results of the Merger, including identifying the surviving entity. The section entitled “Background of the Merger” explains, among other things, GPRE’s purposes for the Merger, the

 

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alternative methods of achieving such purposes considered by the GPRE Board and the general negotiation of the Merger Agreement. The sections entitled “Approval of the Conflicts Committee and the GP Board and the Reasons for their Approvals” and “GPRE Parties’ Position as to the Fairness of the Merger,” respectively, explain why the Conflicts Committee and the GP Board, on the one hand, and the GPRE Parties, on the other hand, believe the Merger is in the best interests of the GPP Unaffiliated Unitholders. The section entitled “Opinion of Evercore – Financial Advisor to the Conflicts Committee” summarizes the process and methodologies followed by Evercore in rendering its opinion to the Conflicts Committee. You are encouraged to carefully read this “Special Factors” section and this entire consent solicitation statement/prospectus, along with the documents incorporated herein by reference.

Effects of the Merger

On September 16, 2023, GPRE, Holdings, Merger Sub, GPP and the General Partner entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into GPP, with GPP surviving as an indirect, wholly owned subsidiary of GPRE. As of November 30, 2023, GPRE beneficially owned 11,586,548 GPP Common Units, representing approximately 49.8% of the outstanding GPP Common Units, and all of the Incentive Distribution Rights. GPRE also owns 100% of the membership interests of the General Partner, which owns the existing general partner interest in GPP. GPRE controls GPP through its direct ownership of the General Partner and certain of the executive officers and directors of the General Partner are also executive officers and/or directors of GPRE.

If the Merger is completed, (i) GPP will become an indirect, wholly owned subsidiary of GPRE, (ii) the GPP Unaffiliated Unitholders will no longer have an equity interest in GPP, (iii) the GPP Common Units will no longer be listed on Nasdaq, (iv) GPP will commence the suspension and termination of the registration of the GPP Common Units with the SEC, (v) the interests in GPP owned by GPRE, the General Partner and their respective affiliates prior to the Effective Time will remain outstanding as partnership interests in the surviving entity, and (vi) the economic general partner interest in GPP 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. No party will deliver any Merger Consideration in respect of the general partner interest held by the General Partner and there will be no change in the ownership thereof.

GPP’s net book value (calculated as total assets minus total liabilities) as of September 30, 2023 was approximately $(1.1) million, and GPP’s net income attributable to the partners for the fiscal quarter ended September 30, 2023 was approximately $9.4 million. As of September 30, 2023, GPRE owned 11,586,548 GPP Common Units, representing an effective beneficial ownership by GPRE of 48.8 % of GPP’s net book value (approximately $(134.5) million) and a 2% general partner interest (approximately $(10,000)), which results in a total effective beneficial ownership by GPRE attributable of approximately 50.8% of GPP’s net income attributable to the partners for the fiscal quarter ended September 30, 2023 (approximately $4.8 million). If the Merger is consummated, GPRE’s aggregate beneficial interest in GPP’s net book value will increase to 100% and net income will increase to 100%. Accordingly, if the Merger is consummated, GPRE’s aggregate beneficial interest in GPP’s net book value will increase to approximately $(1.1) million, and net income attributable to the partners will increase to approximately $9.4 million (based on GPP’s fiscal quarter September 30, 2023 financial data). GPRE and its affiliates will also be entitled to any future increase in GPP’s value and all income generated by GPP’s operations going forward.

Background of the Merger

The senior management of GPRE and GPP, and the GPRE Board and the GP Board, regularly review operational and strategic opportunities to increase value for GPRE’s and GPP’s respective investors. In connection with these reviews, these management teams and boards of directors have from time to time evaluated potential transactions that would further their respective strategic objectives and create value for the GPRE Shareholders and the GPP Unitholders, as applicable. These alternatives included potential acquisitions or

 

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business combination transactions with third parties, potential acquisitions or business combination transactions involving GPRE and GPP and other potential strategic alternatives.

During the first quarter of 2023, senior management of GPRE continued to evaluate a potential business combination transaction involving GPRE and GPP, and in February 2023, GPRE engaged Latham & Watkins LLP (“Latham”) as its legal counsel and began discussions with BofA Securities, Inc. (“BofA Securities”) as its potential financial advisor in connection with its evaluation of its investment in GPP, including the evaluation of a potential take-private transaction as well as continuing with the status quo. Representatives of GPRE, Latham and BofA Securities met a number of times in February, March and April 2023 to evaluate certain considerations associated with a potential take private transaction, including timing and structuring considerations.

On April 19, 2023, the GPRE Board held a special meeting attended by members of GPRE management. At the meeting, GPRE management discussed with the members of the GPRE Board, among other matters, the current market challenges for MLPs such as GPP and advised that GPRE management was continuing to evaluate a transaction whereby GPRE would acquire all of the GPP Public Common Units (the “Proposed Transaction”) with GPRE’s external advisors. The members of the GPRE Board were also provided with certain materials prepared by BofA Securities summarizing the material terms of selected MLP precedent take-private transactions.

On April 26, 2023, BofA Securities was formally engaged as financial advisor to GPRE.

On April 27, 2023, the GPRE Board held a special meeting attended by members of GPRE management and representatives of Latham and BofA Securities. During the meeting, the GPRE Board discussed the Proposed Transaction and received a presentation from representatives of BofA Securities on the Proposed Transaction, including the timing and process associated with the Proposed Transaction and a discussion of the material terms of selected MLP precedent take-private transactions. Representatives of Latham provided the GPRE Board with a presentation on certain legal considerations with respect to the Proposed Transaction, including a review of the directors’ fiduciary duties in the context of evaluating and negotiating the Proposed Transaction, and further reviewed the SEC filings, timing and other considerations applicable to the Proposed Transaction.

On May 2, 2023, the GPRE Board held a special meeting attended by members of GPRE management and representatives of Latham and BofA Securities in order to discuss the Proposed Transaction. Representatives of Latham discussed the timing and process associated with the Proposed Transaction, and the GPRE Board discussed the potential merits of the Proposed Transaction. During the meeting, the GPRE Board authorized and directed Todd A. Becker, GPRE’s President and Chief Executive Officer, to submit a non-binding offer to the General Partner to acquire all GPP Public Common Units in exchange for newly issued shares of GPRE Common Stock for an exchange ratio equal to the closing price of the GPP Common Units divided by the closing price of the GPRE Common Stock, in each case, as of the close of business on May 3, 2023. The GPRE Board further authorized certain officers of GPRE to engage in negotiations and the exchange of information with the GP Board or the Conflicts Committee and their respective legal and financial advisors with respect to the Proposed Transaction and to make recommendations to the GPRE Board regarding the Proposed Transaction.

On May 3, 2023, GPRE submitted to the GP Board a non-binding proposal to acquire all GPP Public Common Units at a fixed exchange ratio of 0.3913 shares of GPRE Common Stock for each GPP Public Common Unit (the “Initial GPRE Proposal”). GPRE also indicated in the Initial GPRE Proposal that, among other things, GPRE expected that the Proposed Transaction would simplify GPRE’s corporate structure and governance, generate near-term earnings and cash flow accretion, reduce SG&A expense associated with operating GPP as a separate, standalone public company and align strategic interests between GPP Unitholders and GPRE Shareholders by creating a single, unified public company with full ownership and control of GPRE’s total platform, including terminal operations. In addition, the Initial GPRE Proposal discussed the challenged market for MLPs since GPP’s initial public offering, as well as certain expected benefits of the Proposed Transaction to GPP Unitholders, including offering GPP Unitholders the ability to retain an investment in a larger, more diversified company with greater trading liquidity and access to capital and the expected enhanced governance rights associated with participation in a traditional corporate governance structure.

 

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On May 4, 2023, GPRE and GPP issued a joint press release announcing the submission of the Initial GPRE Proposal by GPRE to the GP Board. Also on May 4, 2023, GPRE filed with the SEC an amendment to its GPP Schedule 13D disclosing its submission of the Initial GPRE Proposal to the GP Board and attaching the letter setting forth the Initial GPRE Proposal as an exhibit.

On May 8, 2023, the GP Board determined (i) that each of Clay Killinger and Brett Riley satisfied the independence and other requirements set forth in the GPP Partnership Agreement to serve as a member of the Conflicts Committee and (ii) neither of Messrs. Killinger or Riley had any relationship or ownership interest in the General Partner or its affiliates that would interfere with the exercise of his independent judgment in carrying out the responsibilities of a member of the Conflicts Committee in evaluating the Proposed Transaction. The GP Board delegated to the Conflicts Committee, comprised of Messrs. Killinger and Riley, the authority to evaluate the Proposed Transaction. Later that day, the Conflicts Committee members met to discuss the selection of legal counsel in connection with the Proposed Transaction and next steps of the transaction process. During the meeting, the Conflicts Committee considered materials submitted by, and the expertise, experience and credentials of, three potential legal counsel candidates, and unanimously approved the engagement of Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) as its legal counsel with respect to the Proposed Transaction. Gibson Dunn, the Conflicts Committee and GPP executed an engagement letter on May 10, 2023.

On May 10, 2023, the Conflicts Committee met with representatives of Gibson Dunn to discuss certain issues and considerations in connection with the Conflicts Committee’s review and evaluation of the Proposed Transaction, the transaction process and next steps, including with respect to the selection of a financial advisor to the Conflicts Committee.

On May 11, 2023, the Conflicts Committee met with representatives of Gibson Dunn to discuss the role and duties of the Conflicts Committee, the framework for resolution of conflicts of interest involving GPP, the process and recommendations for resolution of conflicts of interest in connection with the Conflicts Committee’s exploration, consideration, review and evaluation of the Proposed Transaction and related topics, including an overview of take-private transactions. The participants also discussed the transaction process and next steps.

On May 11 and 12, 2023, the Conflicts Committee interviewed representatives of three potential financial advisors to advise the Conflicts Committee in connection with the Proposed Transaction, at which interviews a representative of Gibson Dunn was in attendance.

Later on May 12, 2023, the Conflicts Committee met with representatives of Gibson Dunn. At the meeting, the Conflicts Committee approved the engagement of Evercore Group L.L.C.(“Evercore”) as its financial advisor with respect to the Proposed Transaction because of Evercore’s experience and reputation with public mergers and acquisitions, complex transactions involving publicly traded partnerships and representations of conflicts committees, as well as its familiarity with the industry in which GPP and GPRE operate.

On May 16, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, at which meeting the Conflicts Committee discussed with its advisors certain issues and considerations in connection with the Conflicts Committee’s exploration, consideration, review and evaluation of the Proposed Transaction. After all representatives of Evercore left the meeting, the Conflicts Committee and representatives of Gibson Dunn discussed compensation of the Conflicts Committee in connection with the Proposed Transaction.

On May 19, 2023, the GP Board adopted resolutions that, among other things, (1) confirmed and ratified in all respects the GP Board’s appointment of the Conflicts Committee members; (2) affirmatively determined, after reasonable inquiry, that (i) each member of the Conflicts Committee satisfied the independence and other requirements set forth in the Partnership Agreement to serve as a member of the Conflicts Committee and (ii) no member of the Conflicts Committee had any relationship or ownership interest in the General Partner or its affiliates that would interfere with the exercise of such member’s independent judgment in carrying out the responsibilities of a member of the Conflicts Committee in evaluating the Proposed Transaction; (3) authorized

 

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and ratified the prior action of the Conflicts Committee to (i) review and evaluate the Proposed Transaction and related agreements for and on behalf of GPP and the GPP Unaffiliated Unitholders; (ii) review, evaluate, solicit, structure, and, if deemed sufficiently favorable to the interests of GPP, negotiate, or delegate the ability to negotiate to any persons, the terms and conditions of the Proposed Transaction for and on behalf of GPP and the GPP Unaffiliated Unitholders; (iii) determine whether the Proposed Transaction is in the best interests of GPP and the GPP Unaffiliated Unitholders; (iv) approve, or determine not to approve, the Proposed Transaction, any such approval of the Proposed Transaction to constitute Special Approval pursuant to Section 7.9(b) of the Partnership Agreement; and (v) recommend to the GP Board that the Proposed Transaction be approved or not approved, any such recommendation to approve the Proposed Transaction to constitute Special Approval pursuant to Section 7.9(b) of the Partnership Agreement, or determine not to make any recommendation regarding the Proposed Transaction to the GP Board. The GP Board also authorized and ratified the retention of legal and financial advisors by the Conflicts Committee in its sole discretion.

On May 22, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss certain unitholder communications with respect to the Proposed Transaction.

On May 23, 2023, representatives of Evercore had a call with representatives of BofA Securities to discuss the Initial GPRE Proposal. Later that day, representatives of Evercore, on behalf of the Conflicts Committee, sent a due diligence request list to BofA Securities.

On June 5, 2023, GPRE provided the Conflicts Committee and its advisors with access to a virtual data room containing due diligence materials with respect to GPP and GPRE. From June 2023 until the execution of the Merger Agreement in September 2023, the Conflicts Committee, with the assistance of its advisors, reviewed and discussed various financial and legal matters and information relating to GPP, GPRE and the Proposed Transaction.

On June 14, 2023, the Conflicts Committee and representatives of Gibson Dunn and Evercore met with management of GPRE and GPP (“Management”) and representatives of BofA Securities and Latham, during which meeting Management and BofA Securities presented to the Conflicts Committee and its advisors a presentation regarding the Proposed Transaction. During the presentation, representatives of BofA Securities discussed proposed terms of the Proposed Transaction and GPRE’s rationale for the Proposed Transaction, and Management discussed the assets and businesses of GPRE and GPP, as well as the financial forecasts of GPRE and GPP, respectively. For more information on the financial forecasts prepared by Management, see “—Unaudited Projected Financial Information.”

Later on June 14, 2023, representatives of Gibson Dunn sent a supplemental due diligence request list to GPRE.

On June 16, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss the presentation given by Management and BofA Securities on June 14, 2023. After all representatives of Evercore left the meeting, the Conflicts Committee and Gibson Dunn discussed matters related to the Conflicts Committee’s compensation in connection with the Proposed Transaction.

In response to a request by an institutional investor that was a purported holder of GPP Public Common Units, on June 21, 2023, Mr. Brett Riley, the chairperson of the Conflicts Committee, and representatives of Gibson Dunn and Evercore, received an oral presentation from representatives of the investor regarding such investor’s view with respect to the Proposed Transaction.

On June 26, 2023, representatives of Gibson Dunn sent a further revised supplemental due diligence request list to GPRE.

 

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On June 30, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, during which meeting Evercore reviewed materials prepared by Evercore with respect to the Proposed Transaction. The Conflicts Committee also discussed matters related to its compensation in connection with the Proposed Transaction.

On July 3, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, during which meeting representatives of Evercore discussed analysis of potential exchange ratios in the Proposed Transaction prepared by Evercore. The Conflicts Committee also discussed with its advisors a potential counterproposal to be delivered by Evercore to BofA Securities on behalf of the Conflicts Committee.

On July 7, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, during which meeting Evercore reviewed materials prepared by Evercore with respect to the Proposed Transaction. The participants then discussed a potential counterproposal with respect to the Proposed Transaction. After the discussion, the Conflicts Committee unanimously authorized Evercore to, on behalf of the Conflicts Committee, contact BofA Securities and propose that the consideration for the Proposed Transaction be all stock at an exchange ratio of 0.55 shares of GPRE Common Stock for each GPP Public Common Unit and that the Proposed Transaction be subject to approval by a majority of the GPP Unaffiliated Unitholders (the “First Committee Counterproposal”), which Evercore did later that day.

On July 13, 2023, the GPRE Board held a special meeting attended by members of GPRE management and representatives of Latham and BofA Securities in order to discuss the First Committee Counterproposal. Members of GPRE management and representatives of BofA Securities discussed the terms proposed by the Conflicts Committee in the First Committee Counterproposal, including the proposed exchange ratio and the Conflicts Committee’s request for approval by a majority of the GPP Unaffiliated Unitholders. The GPRE Board authorized GPRE management to submit a non-binding proposal to the Conflicts Committee proposing an all stock-for-unit transaction with a 3% increase in the premium implied by the exchange offer proposed in the Initial GPRE Proposal and without any requirement for approval by a majority of the GPP Unaffiliated Unitholders.

On July 14, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss diligence with respect to the potential acquisition by GPRE of certain tank assets and land owned by GPP in connection with the potential sale of the Atkinson biorefinery by GPRE to a third party (such proposed acquisition by GPRE, the “Atkinson Transaction”). Such diligence was being conducted in connection with the Conflicts Committee’s consideration of the Proposed Transaction.

Later on July 14, 2023, the GP Board adopted resolutions that, among other things, authorized and empowered the Conflicts Committee to consider, explore, review, analyze and evaluate the terms and conditions, and to determine the advisability of, the Atkinson Transaction.

On July 19, 2023, the Conflicts Committee members met with Mr. G. Patrich Simpkins Jr., Chief Transformation Officer of GPRE, to discuss certain diligence matters in connection with the Proposed Transaction.

Also on July 19, 2023, BofA Securities called Evercore and, on behalf of GPRE, delivered a proposal to the Conflicts Committee whereby GPRE would acquire all the GPP Public Common Units at a fixed exchange ratio of 0.4030 shares of GPRE Common Stock for each GPP Public Common Unit and without the transaction being subject to approval by a majority of the GPP Unaffiliated Unitholders (the “Second GPRE Proposal”).

On July 20, 2023, the GP Board declared GPP’s second-quarter distribution of $0.455 per GPP Common Unit, payable to GPP Unitholders of record as of the close of business on August 4, 2023.

On July 25, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, at which meeting Evercore reviewed analysis of various exchange ratios prepared by Evercore. The participants then discussed the Second GPRE Proposal and a potential counterproposal. After such discussion, the Conflicts

 

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Committee members unanimously agreed that (i) Mr. Riley should, on behalf of the Conflicts Committee, inform representatives of GPRE that the Conflicts Committee required more diligence information; and (ii) after Mr. Riley’s discussion with representatives of GPRE, and upon the authorization by Mr. Riley on behalf of the Conflicts Committee, Evercore should orally deliver to BofA Securities, on behalf of the Conflicts Committee, a counterproposal whereby the consideration for the Proposed Transaction would be all stock at an exchange ratio of 0.52 shares of GPRE Common Stock for each GPP Public Common Unit (the “Second Committee Counterproposal”). Later that day, Mr. Riley had a call with representatives of GPRE regarding the Conflicts Committee’s request for more diligence information, and thereafter, upon Mr. Riley’s authorization on behalf of the Conflicts Committee, Evercore delivered the Second Committee Counterproposal to BofA Securities.

Also on July 25, 2023, the Conflicts Committee members met to discuss negotiations with respect to the Atkinson Transaction. After such discussion, the Conflicts Committee members unanimously agreed that Mr. Riley should contact Mr. Becker on behalf of the Conflicts Committee to discuss matters related to the Atkinson Transaction, which Mr. Riley did later that day.

On July 28, 2023, the GPRE Board held a special meeting attended by members of GPRE management and representatives of Latham and BofA Securities in order to discuss the Second Committee Counterproposal. Members of GPRE management and representatives of BofA Securities discussed the terms proposed by the Conflicts Committee in the Second Committee Counterproposal, including the proposed exchange ratio and implied premium to the trading price of GPP Common Units. The GPRE Board indicated its view that neither the Second Committee Counterproposal nor the First Committee Counterproposal were reasonable and authorized GPRE management and BofA Securities to communicate to the Conflicts Committee that GPRE was prepared to withdraw the Second GPRE Proposal and terminate discussions unless the Conflicts Committee was willing to agree to an exchange ratio that implied a more reasonable premium.

Later on July 28, 2023, BofA Securities called and relayed to Evercore, on behalf of GPRE, that: (i) the exchange ratio proposed by the Second Committee Proposal was well above what GPRE was willing to accept; (ii) GPRE would potentially consider an exchange ratio representing a 10% premium to the exchange ratio of 0.3913 shares of GPRE Common Stock for each GPP Public Common Unit proposed by GPRE in the Initial GPRE Proposal; and (iii) GPRE was prepared to issue a press release announcing the termination by GPRE of the process of the Proposed Transaction on August 4, 2023 if the parties were unable to reach an agreement.

On July 31, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, at which meeting the participants discussed the call between BofA Securities and Evercore on July 28, 2023 and Evercore reviewed analysis of various exchange ratios prepared by Evercore.

On August 1, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, at which meeting Evercore reviewed analysis of various exchange ratios prepared by Evercore. The participants then discussed a potential response to GPRE, negotiation strategy and next steps. After such discussion, the Conflicts Committee members unanimously authorized Evercore to, on behalf of the Conflicts Committee, inform BofA Securities that the Conflicts Committee would potentially consider a Proposed Transaction if the exchange ratio of GPRE Common Stock for each GPP Public Common Unit would be in the range of 0.46x. Evercore did so later that day.

On August 3, 2023, the GPRE Board held a special meeting attended by members of GPRE management and representatives of Latham and BofA Securities in order to discuss the August 1 response from the Conflicts Committee. Members of GPRE management and representatives of BofA Securities discussed the terms proposed by the Conflicts Committee in its August 1 response, including the proposed exchange ratio and implied premium to the trading price of GPP Common Units. The GPRE Board authorized GPRE management to submit a non-binding proposal to the Conflicts Committee proposing an all stock-for-unit transaction with a 10% increase in the premium implied by the exchange offer proposed in the Initial GPRE Proposal, and further authorized GPRE management to propose an increased premium of up to 12.5%.

 

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Later that day, BofA Securities called Evercore and delivered a proposal to the Conflicts Committee on behalf of GPRE that GPRE would acquire the GPP Public Common Units at an exchange ratio representing a 10% premium to the exchange ratio of 0.3913 shares of GPRE Common Stock for each GPP Public Common Unit initially proposed by GPRE in the Initial GPRE Proposal (the “Third GPRE Proposal”). Subsequently, on the same day, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, at which meeting representatives of Evercore reviewed the updated analysis of various exchange ratios prepared by Evercore and the participants discussed the Third GPRE Proposal.

On August 4, 2023, GPP and GPRE each announced quarterly earnings results. After the earnings announcements, Mr. Riley had calls with Mr. Becker regarding the Proposed Transaction. Later that day, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss next steps of the transaction process. After such discussion, the Conflicts Committee members unanimously agreed that (i) Evercore should prepare updated financial analysis of the Proposed Transaction for the Conflicts Committee’s review and consideration; and (ii) upon the receipt of Evercore’s updated financial analysis, the Conflicts Committee would convene to consider a potential response to the Third GPRE Proposal.

Also on August 4, 2023, representatives of Latham sent an initial draft of the Merger Agreement to Gibson Dunn. The draft Merger Agreement, among other things: (i) provided that the obligations of GPRE and GPP to consummate the Merger would be conditioned on, among other things, obtaining approval of the Merger Agreement and the Merger by the holders of a majority of the outstanding GPP Common Units (including GPP Common Units owned by GPRE); (ii) included substantially reciprocal representations and warranties, other than certain operational representations and warranties by GPP; and (iii) provided for expense reimbursement of GPRE and GPP under specified circumstances.

On August 8, 2023, Evercore and BofA Securities had a call regarding the Proposed Transaction. Later that day, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, at which meeting representatives of Evercore reviewed the presentation materials prepared by Evercore based on the latest market data. The participants then discussed certain unitholder communications and a potential counterproposal. After such discussion, the Conflicts Committee unanimously authorized Evercore to, on behalf of the Conflicts Committee, inform BofA Securities that the Conflicts Committee would consider a Proposed Transaction whereby GPRE would acquire all the GPP Public Common Units at an exchange ratio of 0.47 shares of GPRE Common Stock for each GPP Public Common Unit (the “Third Committee Counterproposal”), which Evercore did on the following day.

On August 10, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, during which meeting Gibson Dunn provided an overview of the draft Merger Agreement provided by GPRE in connection with the Proposed Transaction and a detailed summary of the proposed changes made by Gibson Dunn in a revised draft of the Merger Agreement. The Conflicts Committee members provided feedback and unanimously directed Gibson Dunn to further revise the draft Merger Agreement to incorporate comments from the Conflicts Committee and authorized Gibson Dunn, on behalf of the Conflicts Committee, to send the revised draft of the Merger Agreement to Latham. The revised draft of the Merger Agreement, among other things: (i) included an affirmative obligation of GPRE to, until the Effective Time or termination of the Merger Agreement, (1) vote or deliver a consent with respect to all GPP Common Units beneficially owned by GPRE or any of its subsidiaries in favor of the Merger Agreement and the Merger at any meeting of the GPP Limited Partners or any vote or consent in connection with a vote or consent of the GPP Limited Partners and (2) abide by certain transfer restrictions with respect to the GPP Common Units beneficially owned by GPRE or any of its subsidiaries (the “GPRE Voting Covenant”); (ii) modified the representations and warranties of GPRE and GPP; (iii) removed and modified various interim operating covenants with respect to GPP and added certain interim operating covenants with respect to GPRE; (iv) added an affirmative obligation of GPP to continue to make quarterly cash distributions no less than $0.455 per GPP Common Unit through the closing of the Proposed Transaction consistent with past practice (the “GPP Distribution Covenant”); and (v) modified certain closing conditions regarding representations and warranties to increase closing certainty.

 

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On August 15-16, 2023, a regular meeting of the GPRE Board was held at GPRE’s Omaha office. During the meeting, members of GPRE management and the GPRE Board discussed the Proposed Transaction, including the current exchange ratio and other material terms, and representatives of GPRE management discussed the terms of the August 10 draft of the Merger Agreement.

On August 16, 2023, Mr. Becker, on behalf of GPRE, called Mr. Riley and orally delivered to the Conflicts Committee a proposal whereby GPRE would acquire all the GPP Public Common Units at an exchange ratio of 0.45 shares of GPRE Common Stock for each GPP Public Common Unit (the “Fourth GPRE Proposal”).

On August 17, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss a potential response to the Fourth GPRE Proposal. After such discussion, the Conflicts Committee members unanimously agreed that Mr. Riley should, on behalf of the Conflicts Committee, contact Mr. Becker to inform GPRE that the Conflicts Committee would not accept the Fourth GPRE Proposal, but would be open to consider structuring the Proposed Transaction in such a way that would provide some certainty as to the value of the consideration to be received by the GPP Unaffiliated Unitholders for their units, once such value is agreed upon. Mr. Riley did so on the following day.

On August 25, 2023, representatives of BofA Securities met with representatives of Evercore to discuss the Proposed Transaction. BofA Securities reiterated a proposal on behalf of GPRE whereby GPRE would acquire all the GPP Public Common Units at an exchange ratio of 0.45 shares of GPRE Common Stock for each GPP Public Common Unit, and Evercore informed BofA Securities, on behalf of the Conflicts Committee, that the Conflicts Committee would not accept such a proposal.

On August 31, 2023, Mr. Becker called and informed Mr. Riley that the GPRE Board would meet in the following week regarding a potential “best and final” proposal.

On September 5, 2023, the GPRE Board held a special meeting attended by members of GPRE management and representatives of BofA Securities in order to discuss the negotiation of the Proposed Transaction. The GPRE Board authorized GPRE management and BofA Securities to submit a non-binding proposal to the Conflicts Committee proposing a transaction at an exchange ratio of 0.405 shares of GPRE Common Stock and $2.00 in cash for each outstanding GPP Public Common Unit. The GPRE Board further authorized GPRE management and BofA Securities to communicate to the Conflicts Committee that the proposal was GPRE’s “best and final” offer and that GPRE was prepared to terminate discussions regarding the Proposed Transaction if the proposal was not accepted by Friday, September 8, 2023.

On September 5, 2023, BofA Securities, on behalf of GPRE, called Evercore and orally delivered to the Conflicts Committee a proposal whereby GPRE would acquire all the GPP Public Common Units at an exchange ratio of 0.405 shares of GPRE Common Stock plus $2.00 in cash for each GPP Public Common Unit as GPRE’s best and final proposal (the “Best and Final GPRE Proposal”).

On September 8, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, at which meeting Evercore reviewed the presentation materials prepared by Evercore. Discussion ensued among the participants regarding the Best and Final GPRE Proposal and a potential counterproposal to GPRE. After such discussion, the Conflicts Committee unanimously agreed that Mr. Riley should, on behalf of the Conflicts Committee, contact Mr. Becker and make a counterproposal to GPRE whereby GPRE would acquire all the GPP Public Common Units at an exchange ratio of 0.405 shares of GPRE Common Stock plus $2.00 in cash for each GPP Public Common Unit and that, as part of the consideration for the Proposed Transaction, the holders of the GPP Public Common Units would also receive a cash amount equal to pro rata distributions on the GPP Public Common Units until the closing of the Proposed Transaction (such distribution, the “pro rata distribution,” and such counterproposal, the “Fourth Committee Counterproposal”), which Mr. Riley did later that day.

 

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On September 11, 2023, representatives of Latham provided a revised draft of the Merger Agreement to Gibson Dunn. The revised draft of the Merger Agreement, among other things: (i) removed the GPRE Voting Covenant and contemplated the Support Parties entering into the Support Agreement concurrently with execution of the Merger Agreement; (ii) provided that the obligations of GPRE and GPP to consummate the Merger would be conditioned upon the Written Consent being obtained; (iii) reinserted certain representations and warranties of GPP; (iv) rejected certain modifications to interim operating covenants with respect to GPP and deleted an interim operating covenant with respect to GPRE; (v) added certain obligations of GPRE and GPP relating to the preparation and filing of the Schedule 13E-3 to be filed with the SEC in connection with the Proposed Transaction; (vi) accepted the GPP Distribution Covenant subject to certain limited exceptions; (vii) accepted modifications to closing conditions regarding representations and warranties; and (viii) did not provide for the pro rata distribution as part of the Merger Consideration. Later that day, Gibson Dunn and Latham had several email exchanges regarding the revised draft Merger Agreement, and Latham informed Gibson Dunn that GPRE was considering the Fourth Committee Counterproposal.

On September 12, 2023, representatives of Gibson Dunn provided a revised draft of the Merger Agreement to Latham. The revised draft of the Merger Agreement, among other things: (i) provided that the cash consideration to be paid to GPP Public Unitholders for each outstanding GPP Public Common Unit would consist of (a) $2.00 in cash, plus (b) an amount of cash equal to unpaid distributions on the GPP Common Units from the end of the last quarter for which a quarterly distribution was made to the Closing Date, as determined in accordance with the Merger Agreement; (ii) included a representation of GPRE that GPRE had immediately available funds to consummate the Merger and to pay all amounts required to be paid pursuant to the Merger Agreement, including the Cash Consideration; and (iii) modified certain interim operating covenants of GPP and GPRE. Later that day, Latham indicated to Gibson Dunn that GPRE accepted the Fourth Committee Counterproposal.

On September 13, 2023, representatives of Latham provided Gibson Dunn with an initial draft of the Support Agreement. The draft Support Agreement, among other things, provided for the Support Parties to deliver the Written Consent covering all of the GPP Common Units beneficially owned by the Support Parties, approving the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement, as promptly as practicable following the effectiveness of the Registration Statement on Form S-4 relating to the Proposed Transaction. Later that day, Gibson Dunn sent a revised draft of the Support Agreement to Latham with certain ministerial comments.

On September 14, 2023, members of GPRE management and representatives of Evercore, BofA Securities and Latham held a bring-down due diligence call.

Between September 12 and September 15, 2023, Gibson Dunn and Latham had multiple calls and email exchanges to negotiate and finalize the terms of the Merger Agreement and the Support Agreement. On September 15, 2023, Latham sent to Gibson Dunn the proposed execution version of the Merger Agreement and Support Agreement, subject to final approval by the Conflicts Committee and GPRE. Among other things, the proposed execution versions of the Merger Agreement: (i) included the pro rata distribution proposed by the Fourth Committee Counterproposal as part of the Merger Consideration; (ii) reflected compromises by the Conflicts Committee and GPRE with respect to the representations and warranties and interim operating covenants of GPP and GPRE; and (iii) required the breaching party to reimburse the other party for expenses up to $5 million in the event of termination of the Merger Agreement for material breach.

Also on September 15, 2023, the GPRE Board held a special meeting attended by members of GPRE management and representatives of Latham and BofA Securities in order to discuss the negotiation of the Proposed Transaction. Representatives of BofA Securities summarized the material proposed economic terms of the Proposed Transaction and discussed the negotiation of the economic terms following the delivery of GPRE’s Initial GPRE Proposal. Representatives of Latham reviewed the GPRE Board’s fiduciary duties in respect of the Proposed Transaction and reviewed the proposed final terms of the Merger and the Transaction Documents with the GPRE Board. Later that day, after market close, the GPRE Board executed a unanimous written consent authorizing GPRE’s entry into the Merger Agreement and the Support Agreement.

 

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On September 16, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss certain proposed exceptions to the interim operating covenants by GPRE set forth on its disclosure schedule to the Merger Agreement. After that meeting, Mr. Riley called Mr. Becker to discuss the same.

Later in the afternoon on September 16, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore. Gibson Dunn discussed the summary of the proposed execution versions of the Merger Agreement and Support Agreement prepared by Gibson Dunn. Mr. Riley reported on the call he had earlier that day with Mr. Becker with respect to certain proposed exceptions to the interim operating covenants by GPRE. Representatives of Evercore discussed the bring-down diligence call that Evercore had with GPRE management on September 14, 2023 and then discussed materials prepared by Evercore regarding financial analyses with respect to the Proposed Transaction. Evercore then delivered an oral opinion, confirmed by delivery of a written opinion dated September 16, 2023, to the Conflicts Committee to the effect that, as of such date and based upon and subject to the assumptions, procedures, factors, qualifications, limitations and other matters set forth in Evercore’s written opinion, the Merger Consideration is fair, from a financial point of view, to the GPP Unaffiliated Unitholders. After all representatives of Evercore left the meeting, Gibson Dunn reviewed Gibson Dunn’s observations on the Conflicts Committee’s process and duties of the Conflicts Committee under the Partnership Agreement. Thereafter, after further discussion of the Proposed Transaction, the Conflicts Committee, by unanimous vote, in good faith: (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were in the best interests of GPP, including the GPP Unaffiliated Unitholders, (b) approved the Transaction Documents and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Transaction Documents (the foregoing constituting “Special Approval” as defined in the Partnership Agreement), and (c) recommended to the GP Board the approval by the GP Board of the Transaction Documents and the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, including the Merger.

Also on September 16, 2023, after the Conflicts Committee meeting, the GP Board held a special meeting to discuss the Proposed Transaction. During the meeting, the chairman of the Conflicts Committee provided the GP Board with a report on the process conducted by the Conflicts Committee in its evaluation of the Proposed Transaction, including (i) the Conflicts Committee’s analysis and evaluation of the Proposed Transaction, (ii) the Conflicts Committee’s negotiation of the terms of the Merger Agreement, including the consideration to be received by the GPP Unaffiliated Unitholders, (iii) the Conflicts Committee’s receipt of Evercore’s opinion, and (iv) the determination, approval and recommendation of the Conflicts Committee with respect to the Proposed Transaction. Following such report and acting upon the recommendation of the Conflicts Committee, the GP Board unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were in the best interests of GPP, including the GPP Unaffiliated Unitholders; (ii) approved the Transaction Documents and the transactions contemplated thereby, including the Merger; (iii) authorized the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Transaction Documents; and (iv) directed that the Merger Agreement and the Merger be submitted to a vote of the GPP Limited Partners for approval pursuant to Section 14.3 of the Partnership Agreement and authorized the GPP Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement.

Later that day, following the meetings of the Conflicts Committee and the GP Board, GPRE, Holdings, Merger Sub, GPP and the General Partner executed the Merger Agreement and GPP and each of the Support Parties executed the Support Agreement. The parties then exchanged executed final versions of the Merger Agreement and the Support Agreement and the final versions of the disclosure schedules.

On September 18, 2023, GPRE and GPP issued a joint press release announcing the execution of the Merger Agreement and GPRE and GPP each filed with the SEC Current Reports on Form 8-K attaching a copy of the Merger Agreement, the Support Agreement and the joint press release as exhibits. GPRE also filed an amendment to its GPP Schedule 13D disclosing the execution of the Merger Agreement.

 

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Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties

The unanimous approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the members of the Conflicts Committee constitutes “Special Approval” under the Partnership Agreement. Under Section 7.9 of the Partnership Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its affiliates, on the one hand, and GPP, any of its subsidiaries or any partner of GPP, on the other hand, any resolution, course of action or transaction will be conclusively deemed approved by all of the partners of GPP and will not constitute a breach of the Partnership Agreement or of any duty stated or implied by law or equity if the resolution or course of action is approved by Special Approval, namely approval by a majority of the members of the Conflicts Committee.

Under Section 7.10(b) of the Partnership Agreement, any action taken or omitted to be taken by the General Partner in reliance upon the advice or opinion of an investment banker, among others, as to matters reasonably believed to be in such person’s professional or expert competence will be conclusively presumed to have been taken or omitted to be taken in good faith and in accordance with such advice or opinion.

GPRE Parties’ Position as to the Fairness of the Merger

Under the rules governing “going private” transactions, including Rule 13e-3 under the Exchange Act, each of the GPRE Parties is deemed to be engaged in a “going private” transaction with respect to GPP and the Merger and, therefore, is required to express its belief as to the fairness of the Merger to the GPP Unaffiliated Unitholders pursuant to Rule 13e-3 under the Exchange Act and the related rules under the Exchange Act. Each of the GPRE Parties is making the statements included in this section solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of each of the GPRE Parties as to the fairness of the Merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 will be filed with the SEC at the same time as this consent solicitation statement/prospectus) should not be construed as a recommendation to any GPP Unaffiliated Unitholder as to how such GPP Unaffiliated Unitholder should vote or act in respect of the Merger.

None of the GPRE Parties participated in the deliberations of the Conflicts Committee regarding, or received advice from the Conflicts Committee’s legal or financial advisors as to, the fairness of the Merger. None of the GPRE Parties has performed, or engaged a financial advisor to perform, any valuation or other analysis for the purpose of assessing the fairness of the Merger to the GPP Unaffiliated Unitholders. The GPRE Parties believe that the interests of the GPP Unaffiliated Unitholders were represented by the Conflicts Committee, which negotiated the terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the Merger, with the assistance of independent legal and financial advisors.

However, based on (i) the Support Parties’ entry into the Support Agreement, which contributed to the certainty of the Merger and lowered the likelihood of any potential delays in the Merger or disruptions to the operations of GPRE and GPP’s businesses, (ii) the review and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Conflicts Committee, (iii) the GPRE Parties’ knowledge and analysis of available information relating to GPP, (iv) the factors considered by, and findings of, the Conflicts Committee and the GP Board discussed in the section entitled “Approval of the Conflicts Committee and the GP Board and the Reasons for their Approvals,” which factors and findings, as set forth in this consent solicitation statement/prospectus, the GPRE Parties adopt, and (v) the factors set forth below in the section entitled “Purpose and Reasons of the GPRE Parties for the Merger,” which are considered material and not listed in any relative order of importance, solely for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act, the GPRE Parties believe that the Merger is both substantively and procedurally fair to the GPP Unaffiliated Unitholders, excluding officers and directors of GPRE, the General Partner and their respective affiliates.

 

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The foregoing discussion of the information and factors considered and given weight by GPRE, acting on its own behalf and on behalf of Holdings and Merger Sub, is not intended to be exhaustive, but includes the factors considered by the GPRE Parties that each believes to be material to the fairness determination regarding the fairness of the Merger for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act. The GPRE Parties did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their position as to the fairness of the Merger. Rather, GPRE, acting on its own behalf and on behalf of Holdings and Merger Sub, made its fairness determination after considering all of the factors as a whole. GPRE did not consider, and did not provide for consideration of the GPRE Board, the net book value of GPP, which is an accounting concept, for purposes of making its recommendation, because it believes net book value is indicative of neither GPP’s market value nor its value as a going concern, but rather is an indicator of historical costs. GPRE management did not consider, and did not provide for consideration of the GPRE Board, the liquidation value of GPP because GPP was viewed to be a viable, going concern and therefore liquidation value was not a relevant methodology. GPRE was not aware of and did not consider any firm offers made to GPP by any unaffiliated persons during the past two years for (i) any merger or consolidation of GPP with or into another company, or vice versa, (ii) the sale or other transfer of all or any substantial part of GPP’s assets or (iii) a purchase of GPP’s securities that would enable to the holder to exercise control of GPP. As described in the section titled “Prior Stock Purchases,” GPRE has not purchased any GPP Common Units during the past two years, and therefore GPRE was unable to and did not consider any purchase prices paid by GPRE for any GPP Common Units during the past two years.

Purpose and Reasons of the GPRE Parties for the Merger

Under the SEC rules governing “going-private” transactions, including Rule 13e-3 under the Exchange Act, each of the GPRE Parties is deemed to be engaged in a “going-private” transaction with respect to GPP and the Merger and, therefore, is required to express its purposes and reasons for the Merger to the GPP Unaffiliated Unitholders. The GPRE Parties are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

The GPRE Parties’ purpose and reasons for the Merger include, but are not limited to:

 

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Simplified Corporate Governance Structure and Alignment of Strategic Interests. The Merger will result in GPRE ultimately indirectly owning all of the equity interests of GPP and, as such, the Merger is expected to simplify GPRE’s organizational structure and governance and align strategic interests between GPRE and GPP by providing GPRE with total control of the assets of the combined company.

 

•

Reduction in General and Administrative Expenses and Improved Credit Quality. The Merger is expected to reduce general and administrative expense related to GPP, including from the elimination of dual public company costs, and is expected to improve the credit quality of the combined company.

 

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Provide GPP Unaffiliated Unitholders with a More Liquid Security and Opportunity to Participate in Future GPRE Growth. The Merger will provide GPP Unaffiliated Unitholders with shares of GPRE Common Stock, which is a more liquid security than GPP Common Units and will provide GPP Unaffiliated Unitholders with an opportunity to participate in the future growth of GPRE.

 

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Avoid Business Risk and Volatility of an Investment in GPP. The Merger will enable GPP Unaffiliated Unitholders to avoid the business risk and volatility of an investment in GPP as GPP’s existing minimum volume commitments with GPRE expire, ethanol storage activity declines and GPP debt matures in 2026.

The GPRE Parties have undertaken to pursue the Merger at this time for the purpose and reasons described above.

The GPRE Parties believe that structuring the proposed Merger as a merger transaction is preferable to other transaction structures because it provides a prompt and orderly transfer of ownership of the GPP Public Common

 

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Units in a single step, without the necessity of additional purchases of GPP Public Common Units by GPRE, either through a tender offer, open market purchases or individually negotiated purchases, and without additional transaction costs associated with such activities. Further, the Merger provides an opportunity for the GPP Unaffiliated Unitholders to receive a premium for their GPP Common Units. Although the GPRE Parties believe that there will be opportunities associated with their investment in GPP, the GPRE Parties realize that there are also risks (including the risks and uncertainties relating to the prospects of GPP) and that such opportunities may never be fully realized. Further, following the Merger, there will be no trading market for the GPP Common Units.

The foregoing discussion of the information and factors considered by the GPRE Parties is not intended to be exhaustive, but includes material factors considered by the GPRE Parties. In view of the variety of factors considered in connection with its evaluation of the Proposed Transaction and the complexity of these matters, the GPRE Parties did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors considered in their its determination. The GPRE Parties did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support their ultimate determination. The GPRE Parties based their determination on the totality of the information presented. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in the light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

Approval of the Conflicts Committee and the GP Board and the Reasons for their Approvals

The Conflicts Committee consists of two independent directors of the GP Board: Clayton C. Killinger and Brett C. Riley. The GP Board authorized and empowered the Conflicts Committee to (i) to the extent the Conflicts Committee deemed advisable, consider, explore, review, analyze and evaluate the terms and conditions of, and to determine the advisability of, the Proposed Transaction and related agreements for and on behalf of GPP and the GPP Unaffiliated Unitholders; (ii) review, evaluate, solicit, structure, and, if deemed sufficiently favorable to the interests of GPP, negotiate, or delegate the ability to negotiate to any persons, the terms and conditions of the Proposed Transaction for and on behalf of GPP and the GPP Unaffiliated Unitholders (including, without limitation, the terms and provisions of any arrangements related to the Proposed Transaction involving officers or directors of the General Partner); (iii) determine whether the Proposed Transaction is in the best interests of GPP and the GPP Unaffiliated Unitholders; (iv) approve, or determine not to approve, the Proposed Transaction, any such approval of the Proposed Transaction to constitute Special Approval pursuant to Section 7.9(b) of the Partnership Agreement; and (v) recommend to the GP Board that the Proposed Transaction be approved or not approved, any such recommendation to approve the Proposed Transaction to constitute Special Approval pursuant to Section 7.9(b) of the Partnership Agreement, or determine not to make any recommendation regarding the Proposed Transaction to the GP Board. The GP Board did not retain an unaffiliated representative to act solely on behalf of the GPP Unaffiliated Unitholders for purposes of negotiating the terms of the Merger Agreement. The Conflicts Committee, consisting solely of independent directors and comprising a majority of the members of the GP Board who are not employees of GPP, the General Partner or the GPRE Parties, was charged with representing the interests of GPP and the GPP Unaffiliated Unitholders, engaged financial and legal advisors to act on its behalf and was actively involved in deliberations and negotiations regarding the Merger on behalf of the GPP Unaffiliated Unitholders.

At a meeting of the Conflicts Committee held on September 16, 2023, the Conflicts Committee, by unanimous vote, in good faith, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of GPP, including the GPP Unaffiliated Unitholders, (ii) approved the Transaction Documents and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Transaction Documents (the foregoing constituting “Special Approval” as defined in the Partnership Agreement) and (iii) recommended to the GP Board the approval by the GP Board of the Transaction Documents and the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, including the Merger.

 

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At a meeting of the GP Board held on September 16, 2023, the GP Board (acting, in part, based upon the recommendation of the Conflicts Committee), by unanimous vote, in good faith, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of GPP, including the GPP Unaffiliated Unitholders, (ii) approved the Transaction Documents and the transactions contemplated thereby, including the Merger, (iii) authorized the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Transaction Documents and (iv) directed that the Merger Agreement and the Merger be submitted to a vote of the GPP Limited Partners for approval pursuant to Section 14.3 of the Partnership Agreement and authorized the GPP Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement.

In evaluating the Proposed Transaction and reaching its determination, approval and recommendation to the GP Board, the Conflicts Committee considered information supplied by GPP’s management, GPRE and its affiliates, consulted with its legal and financial advisors, and considered a number of factors. The Conflicts Committee also consulted with its legal counsel regarding its authority and duties.

The Conflicts Committee considered the following factors to be generally positive or favorable in making its determination and granting “Special Approval” of the Proposed Transaction and the related recommendation to the GP Board:

 

•

The Base Merger Consideration represents an implied value of approximately $15.69 per GPP Public Common Unit based on the closing price of the GPRE Common Stock on September 15, 2023 of $33.80 (the last trading day before the Conflicts Committee approved the Merger), which reflected (i) a 19.9% premium to the closing price per GPP Common Unit on May 3, 2023 (the last trading day prior to the day on which GPRE publicly announced its initial proposal to acquire all of the GPP Public Common Units), and (ii) a 20.5% premium to the trailing 30-day volume-weighted average price of the GPP Common Units as of May 3, 2023.

 

•

The Merger Consideration includes an amount of cash equal to unpaid distributions on the GPP Common Units from the end of the last quarter for which a quarterly distribution was made to the Closing Date, as determined in accordance with the Merger Agreement.

 

•

The Conflicts Committee believed the Merger Consideration was likely the highest price that GPRE would be willing to pay at the time of the Conflicts Committee’s determination and grant of Special Approval.

 

•

The financial analyses prepared by Evercore, as financial advisor to the Conflicts Committee, and the oral opinion of Evercore delivered to the Conflicts Committee on September 16, 2023 and subsequently confirmed in writing, which analyses and opinion the Conflicts Committee adopted as its own, that, as of such date and based upon and subject to the assumptions, procedures, factors, qualifications, limitations and others matters set forth in Evercore’s written opinion (as more fully described below under “—Opinion of Evercore—Financial Advisor to the Conflicts Committee”), the Merger Consideration is fair, from a financial point of view, to the GPP Unaffiliated Unitholders.

 

•

Supported by the financial analyses prepared by Evercore, the Conflicts Committee believed that the relative value provided by the Merger Consideration to the GPP Unaffiliated Unitholders was greater than the value of the GPP Public Common Units at the time of the Conflicts Committee’s determination and grant of Special Approval. The Conflicts Committee also believed the value provided by the Merger Consideration to the GPP Unaffiliated Unitholders was attractive relative to the valuation multiples and yields for GPP’s peers.

 

•

After evaluating the Proposed Transaction and the status quo, the Conflicts Committee believed that pursuing the Proposed Transaction was more attractive than maintaining the status quo, taking into account, among other things, the limited near-term opportunities for GPP’s revenue growth either organically or through asset drop down transactions with GPRE, and the challenges GPP had faced,

 

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and would likely to continue to face, to attract new public investors and to access liquidity through master limited partnership (“MLP”) debt and equity capital markets.

 

•

A portion of the Merger Consideration is payable in cash and therefore provides a measure of immediate liquidity and certainty of value to the GPP Unaffiliated Unitholders and is available to fund all or a portion of the potential taxes incurred by the GPP Unaffiliated Unitholders as a result of the Merger, while the balance is payable in shares of GPRE Common Stock, which affords the GPP Unaffiliated Unitholders the opportunity to participate in the value and opportunities of GPRE after the Merger, including synergies and expected future growth, should they choose to retain their shares of GPRE Common Stock. Alternatively, the significantly larger public float and higher average daily trading volume of the GPRE Common Stock as compared to the GPP Common Units should allow the GPP Unaffiliated Unitholders to efficiently sell the shares of GPRE Common Stock they receive in the Merger for cash should they decide not to retain the shares of GPRE Common Stock received as part of the Merger Consideration.

 

•

The GPP Unaffiliated Unitholders will have enhanced voting and other rights as shareholders of a corporation as compared to unitholders of an MLP controlled by a general partner, including as more fully described in the section titled “Comparison of Rights of GPRE Shareholders and GPP Unitholders.”

 

•

The Conflicts Committee believed that it was unlikely that any other transaction with a third party involving a sale of GPP or a significant interest in GPP or its assets could be consummated at the time of the Conflicts Committee’s determination and grant of Special Approval and that there were no viable alternative transactions for GPP in lieu of a transaction with GPRE that would provide comparable or superior value, in light of (i) GPRE’s controlling position in GPP through GPRE’s ownership of the General Partner and approximately 49.8% of the voting power of GPP’s outstanding limited partner interests as of September 16, 2023, (ii) GPRE’s stated position when it delivered its initial proposal to acquire all of the GPP Public Common Units (and throughout its negotiations with the Conflicts Committee) that it was interested only in acquiring the GPP Public Common Units and was not interested in selling any of its equity interests in GPP or pursuing other strategic opportunities involving GPP, (iii) GPP’s material contracts being significantly concentrated with GPRE and (iv) the Conflicts Committee’s recognition of overall risks and uncertainties in midstream corporate and asset transactions.

 

•

Further increases in market interest rates, which are expected, may adversely affect the attractiveness of the GPP Common Units to investors compared to other financial instruments or alternate investment opportunities.

 

•

The Conflicts Committee’s belief that investor sentiment increasingly disfavors MLP structures as compared to alternative structures and, as a result, the state of the MLP debt and equity capital markets will continue to present challenges for GPP to fund acquisitions and growth capital expenditures.

 

•

GPRE’s and its affiliates’ historical status as GPP’s largest customer and the dependence of GPP’s revenue growth on GPRE’s growth. The minimum volume commitments with GPRE with respect to (i) storage and throughput services expire in 2029 and (ii) certain terminal services expire at the end of 2023, and GPRE has no obligation to renew those commitments.

 

•

The Exchange Ratio is fixed and therefore the implied value of the Merger Consideration payable to the GPP Unaffiliated Unitholders will increase in the event that the market price of the GPRE Common Stock increases prior to the Closing.

 

•

Certain terms of the Merger Agreement, principally:

 

•

Each GPP Unaffiliated Unitholder will receive 0.405 shares of GPRE Common Stock and the Cash Consideration for each GPP Public Common Unit owned;

 

•

GPRE’s obligation to reimburse certain of GPP’s expenses, in an amount up to $5.0 million, in connection with the termination of the Merger Agreement as a result of a material uncured breach by GPRE;

 

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•

The operating covenants of GPRE providing protection to the GPP Unaffiliated Unitholders prior to Closing by restricting GPRE’s ability to take certain actions prior to Closing that could reduce the value of the GPRE Common Stock received by the GPP Unaffiliated Unitholders in the Proposed Transaction;

 

•

Provisions prohibiting GPRE and its subsidiaries, including the General Partner, from revoking or diminishing the authority of the Conflicts Committee, increasing the size of the Conflicts Committee or removing or causing the removal of any member of the Conflicts Committee, in each case, without the consent of at least one of the then-existing Conflicts Committee members, during the period between the signing of the Merger Agreement and the Closing;

 

•

Provisions requiring the prior authorization of the Conflicts Committee to amend the Merger Agreement and to authorize other actions on behalf of GPP and the General Partner as specified in the Merger Agreement;

 

•

Provisions requiring GPP to make distributions of no less than $0.455 per GPP Common Unit, consistent with past practice, through the Closing and to pay any distributions with a record date prior to the Closing that remain unpaid as of the Closing;

 

•

The limited nature of the operational representations and warranties and covenants given by GPP and its subsidiaries;

 

•

The Merger Agreement contains only limited conditions and exceptions to the closing conditions, and the consummation of the Proposed Transaction is not contingent upon financing; and

 

•

Approval by the GPRE Shareholders is not required in connection with the Merger or the GPRE Stock Issuance.

 

•

Certain terms of the Support Agreement, principally:

 

•

The Support Parties (including GPRE), which collectively owned a majority of the outstanding GPP Common Units as of September 16, 2023, the date of the Merger Agreement, agreed to deliver the Written Consent sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, which increases certainty of Closing; and

 

•

A provision prohibiting GPRE and the other Support Parties from transferring any interests in GPP owned by such Support Parties until Closing or the earlier termination of the Merger Agreement, subject to certain limited exceptions.

As part of its deliberative process, the Conflicts Committee considered the following factors to be generally negative or unfavorable in making its determination and granting “Special Approval” of the Proposed Transaction and the related recommendation to the GP Board:

 

•

The Conflicts Committee was not authorized to and did not engage in the solicitation, review or analysis of any alternative transactions or strategic options for GPP. Since GPRE controls the General Partner and publicly stated that it was not interested in selling any of its equity interests in GPP or pursuing other strategic opportunities involving GPP, the Conflicts Committee believed that it was unrealistic to expect an unsolicited third-party acquisition proposal to acquire the assets or control of GPP, and it was unlikely that the Conflicts Committee could conduct a meaningful process to solicit interest in the acquisition of the assets or control of GPP.

 

•

The Merger Agreement does not include a condition that requires the approval by a majority of the GPP Public Common Units, and therefore approval of the Proposed Transaction does not require the affirmative vote or approval of any GPP Unitholders other than the Support Parties.

 

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GPRE has not paid a dividend on the GPRE Common Stock since June 2019.

 

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The fact that the market price of the GPP Common Units could be affected by many factors, including the following if the Merger Agreement is terminated: (i) the reason for such termination

 

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and whether such termination resulted from factors adversely affecting GPP, (ii) the possibility that, as a result of the termination of the Merger Agreement, possible acquirers (including GPRE and its affiliates in any future transaction) may consider GPP to be an unattractive acquisition candidate, and (iii) the possible sale of GPP Common Units by short-term investors following an announcement that the Merger Agreement was terminated.

 

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The risks and contingencies relating to the announcement and pendency of the Merger, including the potential for diversion of management and employee attention and the potential effect on GPP’s business and the restrictions on the conduct of GPP’s business during the period between the execution of the Merger Agreement and the completion of the Merger.

 

•

The Exchange Ratio is fixed and therefore the implied value of the Merger Consideration payable to the GPP Unaffiliated Unitholders will decrease in the event that the market price of the GPRE Common Stock decreases prior to the closing of the Merger.

 

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Certain terms of the Merger Agreement, principally:

 

•

GPP’s obligation to reimburse certain of GPRE’s expenses, in an amount up to $5.0 million, in connection with the termination of the Merger Agreement as a result of a material uncured breach by GPP or the General Partner;

 

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The operating covenants of GPRE providing protection to the GPP Unaffiliated Unitholders prior to the Closing are limited; and

 

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The operating covenants of GPP providing protection to GPRE prior to the Closing by restricting GPP’s ability to take certain actions prior to the Closing that could reduce the value of the GPP Common Units in the event the Merger Agreement is terminated.

 

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The GPP Unaffiliated Unitholders are not entitled to dissenters’ or appraisal rights under the Merger Agreement, the Partnership Agreement or Delaware law.

 

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The GPP Unaffiliated Unitholders will not have any equity participation in GPP following the consummation of the Merger, and the GPP Unaffiliated Unitholders will accordingly cease to participate in GPP’s future earnings or growth, if any, or benefit from any increases, if any, in the value of the GPP Common Units (other than indirectly through their shares of GPRE Common Stock received as part of the Merger Consideration).

 

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All of the Merger Consideration (including the GPRE Common Stock) will be taxable to the GPP Unaffiliated Unitholders, and a significant portion of the Merger Consideration will be taxable as ordinary income. The amount of the tax liability of a GPP Unaffiliated Unitholder arising from the Merger will depend on many factors, including the length of time such GPP Unaffiliated Unitholder held the GPP Public Common Units and the purchase price for such units.

 

•

For certain GPP Unaffiliated Unitholders, the Merger may result in a tax liability that exceeds the portion of the Merger Consideration payable to them in cash.

 

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GPP has incurred and will continue to incur transaction costs and expenses in connection with the Proposed Transaction, whether or not the Proposed Transaction is completed.

 

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Litigation may be commenced in connection with the Proposed Transaction, and such litigation may increase costs and result in a diversion of management focus.

 

•

There is risk that the potential benefits expected to be realized in the Proposed Transaction might not be fully realized, or might not be realized within the expected time period.

 

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The Proposed Transaction might not be completed in a timely manner, or at all, and a failure to complete the Proposed Transaction could negatively affect the trading price of the GPP Common Units.

 

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•

Some of the directors and executive officers of GPRE, its affiliates and the General Partner may have interests in the Proposed Transaction that are different from, or in addition to, the interests of the GPP Unaffiliated Unitholders, including as more fully described in the section titled “Special Factors—Interests of Certain Persons in the Merger.”

The Conflicts Committee also considered the following factors relating to the procedural safeguards that the Conflicts Committee believed were and are present with respect to the fairness of the Proposed Transaction and to permit the Conflicts Committee to make its determination and grant “Special Approval” of the Proposed Transaction and the related recommendation to the GP Board, which factors the Conflicts Committee believes support its decision and provide assurance as to the procedural fairness of the Proposed Transaction to the GPP Unaffiliated Unitholders:

 

•

The Conflicts Committee consists solely of directors who are not securityholders (other than of GPP Common Units), officers or employees of the General Partner or its affiliates, are not officers, employees or controlling equityholders of GPRE, any of its affiliates or GPP, are not otherwise affiliated with GPRE and its affiliates and are all independent of management of the General Partner.

 

•

The terms and conditions of the Merger Agreement, including the Merger Consideration, were determined as a result of negotiations between GPRE and the Conflicts Committee and their respective representatives that included multiple proposals and counterproposals.

 

•

The Conflicts Committee retained independent financial and legal advisors with positive reputations, knowledge and experience with respect to public merger and acquisition transactions, MLPs, the industries in which GPP and GPRE operate, as well as substantial experience advising MLPs and other companies with respect to transactions similar to the Proposed Transaction and familiarity with GPP and its business.

 

•

The members of the Conflicts Committee are members of the GP Board and are familiar with, and understand, the businesses, assets, liabilities, results of operations, financial condition and competitive positions and prospects of GPP.

 

•

The compensation of the members of the Conflicts Committee is in no way contingent on their approving the Proposed Transaction.

 

•

Although no specific issues came to the attention of the Conflicts Committee with respect to the information it was ultimately provided, the Conflicts Committee was aware that GPRE, as the controlling party of GPP, controlled the delivery and presentation of information the Conflicts Committee received for purposes of evaluating the Proposed Transaction and the fairness of the Merger Consideration to be received by the GPP Unaffiliated Unitholders, and thus examined the reasonableness of such information.

 

•

The resolutions of the GP Board charging the Conflicts Committee granted authority to the Conflicts Committee, including the authority to determine whether or not to proceed with the Proposed Transaction and to negotiate the terms and conditions of the Proposed Transaction, and the members of the Conflicts Committee were aware that they were under no obligation to approve, and could reject, the Proposed Transaction.

After taking into account all of the factors set forth above, as well as others, the Conflicts Committee concluded that the potential benefits of the Proposed Transaction outweighed any negative or unfavorable considerations and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of GPP, including the GPP Unaffiliated Unitholders.

The foregoing discussion of the information and factors considered by the Conflicts Committee is not intended to be exhaustive, but includes material factors the Conflicts Committee considered. In view of the variety of factors considered in connection with its evaluation of the Proposed Transaction and the complexity of these matters, the Conflicts Committee did not find it useful and did not attempt to quantify or assign any relative

 

27

or specific weights to the various factors considered in making its determination and granting its approval. In addition, each of the members of the Conflicts Committee may have given differing weights to different factors. The Conflicts Committee granted its approval based on the totality of information presented to, and the investigation conducted by, the Conflicts Committee. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in the light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

The GP Board considered the following factors, the order of which does not necessarily reflect their relative significance, in making its determinations and approvals of the Merger Agreement and the transactions contemplated thereby:

 

•

The Conflicts Committee’s unanimous approval of the Transaction Documents and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Transaction Documents (the foregoing constituting “Special Approval” as defined in the Partnership Agreement), and the related recommendations of the Conflicts Committee to the GP Board.

 

•

The GP Board’s understanding of the process and procedures undertaken by the Conflicts Committee in reaching its determination and approval and making related recommendations to the GP Board, which included:

 

•

The GP Board’s determination that the members of the Conflicts Committee met the independence and other requirements for service on the Conflicts Committee that are set forth in the Partnership Agreement.

 

•

The Conflicts Committee’s engagement of independent financial and legal advisors with positive reputations, knowledge and experience with respect to public merger and acquisition transactions and MLPs, as well as substantial experience advising MLPs and other companies with respect to transactions similar to the Proposed Transaction and familiarity with GPP and its business.

 

•

The terms of the Merger Agreement, including the Merger Consideration, were determined as a result of negotiations between GPRE and the Conflicts Committee and their respective representatives that included multiple proposals and counterproposals.

 

•

The Conflicts Committee’s receipt of Evercore’s opinion, dated as of September 16, 2023, that, as of such date, and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in Evercore’s opinion (as more fully described below under “—Opinion of Evercore—Financial Advisor to the Conflicts Committee”), the Merger Consideration is fair, from a financial point of view, to the GPP Unaffiliated Unitholders.

The foregoing discussion of the information and factors considered by the GP Board is not intended to be exhaustive, but includes the factors believed by the GP Board to be material to its determinations and approvals. In view of the variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the GP Board did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in making its determinations and approvals. Individual members of the GP Board may have given different relative considerations to different factors. The GP Board made its determinations and approvals based upon the totality of the information presented to and considered by the GP Board in making its determinations and approvals. In making its determinations and approvals, the GP Board expressly adopted the analysis of the Conflicts Committee, which is discussed above, which in turn expressly adopted the analyses and opinion of Evercore, among other factors considered, in the course of reaching the Conflicts Committee’s decision to recommend that the GP Board approve the Transaction Documents and the transactions contemplated thereby, including the Merger.

In addition, under the rules governing “going private” transactions, including Rule 13e-3 under the Exchange Act, each of GPP and the General Partner is deemed to be engaged in a “going private” transaction with respect to the Merger and, therefore, is required to express its belief as to the fairness of the Merger to the

 

28

GPP Unaffiliated Unitholders pursuant to Rule 13e-3 under the Exchange Act. The GP Board, on behalf of GPP and the General Partner, is making the following statements for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The GP Board, on behalf of GPP and the General Partner, on the basis of the factors described above, believes the Merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 will be filed with the SEC at the same time as this consent solicitation statement/prospectus) is both procedurally and substantively fair to the GPP Unaffiliated Unitholders (excluding officers and directors of GPRE, the General Partner and their respective affiliates).

Other than its review and adoption of the analysis of the Conflicts Committee, the GP Board did not conduct a going-concern valuation of GPP in evaluating the Merger because of its belief that the financial analyses presented by Evercore to the GPP Conflicts Committee, as more fully summarized in the section below entitled “—Opinion of Evercore – Financial Advisor to the Conflicts Committee,” represented potential valuations of GPP as it continues to operate its business as a going concern. The GP Board did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching its position as to the fairness of the Merger. Rather, the GP Board, on behalf of GPP and the General Partner, made its fairness determination after considering all of the factors as a whole. The GP Board did not consider the net book value of GPP, which is an accounting concept, for purposes of making its recommendation, because, it believed net book value is indicative of neither GPP’s market value nor its value as a going concern, but rather is an indicator of historical costs. The GP Board did not consider the liquidation value of GPP because it considered GPP to be a viable, going concern and therefore did not consider liquidation value to be a relevant methodology. The GP Board was not aware of and did not consider any firm offers made to GPP by any unaffiliated persons during the past two years for (i) any merger or consolidation of GPP with or into another company, or vice versa, (ii) the sale or other transfer of all or any substantial part of GPP’s assets or (iii) a purchase of GPP’s securities that would enable to the holder to exercise control of GPP. As described in the section titled “Prior Stock Purchases,” GPRE has not purchased any GPP Common Units during the past two years, and therefore the GP Board was unable to and did not consider any purchase prices paid by GPRE for any GPP Common Units during the past two years.

Unaudited Financial Projections of GPRE and GPP

Neither GPRE nor GPP, as a matter of course, publicly disclose long-term projections. However, in connection with the evaluation of the proposed Merger, the management of GPRE has prepared the prospective financial information set forth below to present the financial data relating to GPRE and GPP. The accompanying prospective financial information was not prepared with a view toward public disclosure or with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants with respect to the preparation and presentation of prospective financial information, but, in the view of the GPRE’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of GPRE. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this consent solicitation statement/prospectus are cautioned not to place undue reliance on the prospective financial information. The inclusion of this information in this consent solicitation statement/prospectus does not constitute an admission or representation by GPRE or GPP or any of their respective advisors or representatives or any other person that the information is material, particularly in light of the inherent risks and uncertainties associated with such forecasts. The inclusion of this information should not be regarded as an indication that the GPRE, GPP or any of their respective affiliates, officers, directors, advisors or other representatives, or any other person considered, or now considers, the financial projections to be necessarily predictive of actual future events or results of GPRE’s or GPP’s respective operations, or that such financial projections should be construed as financial guidance, and should not be relied upon as such.

Neither GPRE’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they

 

29

expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

In connection with the proposed Merger, in June 2023 GPRE management prepared forecasts relating to GPRE and GPP (without giving effect to the Merger) that included non-public historical and projected financial data relating to GPRE and GPP (the “June Forecasts”). The June Forecasts were provided to BofA Securities for its use and consideration in providing advice to the GPRE Board. The June Forecasts were also provided to Evercore for its use and consideration in its financial analysis in preparation of its opinion to the Conflicts Committee. In developing the June Forecasts, GPRE management made certain material assumptions with respect to GPRE’s business for the periods covered by the June Forecasts, including:

 

•

ethanol production volume estimates generally declining from 862 million to 659 million gallons per year during the forecast period as operations are expected to shift towards dextrose production;

 

•

corn oil production volume estimates generally increasing from 292 million to 314 million pounds per year during the forecast period;

 

•

high protein production volume estimates increasing from 272 thousand to 482 thousand tons per year during the forecast period;

 

•

clean sugar production volume estimates increasing to 2,120 million pounds per year during the forecast period;

 

•

carbon sequestration volume estimates increasing to 1.8 million tons per year during the forecast period;

 

•

sale price of finished products, which are largely based on forward curve trends assuming a base ethanol price of $1.79 per gallon to $2.10 per gallon and renewable corn oil price of $0.48 to $0.75 per pound during the forecast period;

 

•

certain commodity price forecasts, which are based on forward curve trends assuming decreasing corn cost from $6.72 per bushel to $4.98 per bushel and natural gas cost of $5.49 per MMBtu, held constant during the forecast period;

 

•

selling, general and administrative expenses consistent with historical amounts and generally increasing at 3% annually;

 

•

potentially $540 million of cumulative growth capital expenditures during the forecast allocated to MSC Technology installations, clean sugar technology conversions, carbon pipeline connections, direct injection conversions and combined heat and power installations across existing plants, some or all of which may not come to fruition;

 

•

the redemption of $125 million of junior secured mezzanine notes due 2026 by the end of 2025, redemption of the outstanding working capital borrowings of subsidiaries by the end of 2026 and conversion of $230 million of convertible senior notes to shares of common stock in 2027; and

 

•

other future general business, market, regulatory, legislative and industry assumptions, including the following:

 

•

there will be no significant deviations from GPRE’s current business strategy;

 

•

the industry trends and market conditions (including interest rates) will not deviate significantly from current conditions; and

 

•

there will be no changes to the relevant government policies and regulations relating to GPRE’s corporate structure, business and industry.

In developing the June Forecasts, GPRE management made certain material assumptions with respect to GPP’s business for the periods covered by the June Forecasts, including:

 

•

Blendstar volume estimates of 223 million gallons per year held constant through the projection period;

 

30

•

trucking throughput volumes reduced from 11 million gallons in the first quarter of 2023 to zero in the second quarter of 2023;

 

•

GPP’s storage and throughput agreement with GPRE expiring in June 2029;

 

•

$0.4 million of annual maintenance capital expenditures during the forecast period;

 

•

growth capital expenditures of $6.0 million in 2023 relating to the Birmingham rail loop expansion;

 

•

payment of an annualized distribution equal to $1.82 per unit until the second quarter of 2026, at which time annualized distributions were reduced to $1.00 per unit until the second quarter of 2029 and then further reduced to $0.80 per unit for the remainder of the forecast period;

 

•

selling, general and administrative expenses of approximately $4 million for the forecast period;

 

•

a $1.5 million principal prepayment of GPP’s existing term loan in the second quarter of 2023, and principal payments of $5.0 million per quarter beginning in the third quarter of 2026 until the term loan is fully repaid by the second quarter of 2029; and

 

•

other future general business, market, regulatory, legislative and industry assumptions, including the following:

 

•

there will be no significant deviations from GPP’s current business strategy;

 

•

the industry trends and market conditions (including interest rates) will not deviate significantly from current conditions; and

 

•

there will be no changes to the relevant government policies and regulations relating to GPP’s corporate structure, business and industry.

Neither GPRE nor GPP can give assurance that, had the June Forecasts been prepared as of the date of this consent solicitation statement/prospectus, similar estimates and assumptions would be used. Except as required by applicable securities laws, GPRE and GPP do not intend to, and disclaim any obligation to, make publicly available any update or other revision to the June Forecasts to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to reflect changes in general economic or industry conditions. The June Forecasts do not take into account all the possible financial and other effects on GPP of the Merger, the effect on GPP of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the June Forecasts do not take into account the effect on GPP of any possible failure of the Merger to occur. None of GPRE, GPP nor their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any GPP Unaffiliated Unitholder or other person regarding GPP’s ultimate performance compared to the information contained in the June Forecasts or to the effect that the future financial and operating performance set forth in the June Forecasts will be achieved.

 

31

Certain Unaudited Financial Projections of GPRE

The following table sets forth certain summarized unaudited prospective financial and operating information as of June 2023 with respect to GPRE for the fiscal years 2023 through 2027 on a standalone basis prepared by GPRE management as part of the June Forecasts (the “GPRE Financial Projections”). The information was based on financial and operating information developed by GPRE management. The GPRE Financial Projections do not take into account any circumstances or events occurring after the date they were prepared. Given that the uncertainties inherent in any forecasted information, GPP Unitholders and GPRE Shareholders are cautioned not to place undue reliance on such information.

 

		GPRE Standalone For the Years Ending December 31,
($ in millions)		2023E				2024E				2025E				2026E				2027E
Total Revenue		$	2,752.8			$	2,306.2			$	2,338.3			$	2,469.5			$	2,494.4
Costs of Goods Sold		$	(2,608.1	)		$	(2,022.7	)		$	(1,911.7	)		$	(1,906.4	)		$	(1,850.7	)
Selling, General and Administrative Expense		$	(67.0	)		$	(67.2	)		$	(69.2	)		$	(71.2	)		$	(73.4	)
Adjusted EBITDA(1)		$	50.4			$	199.3			$	457.6			$	628.5			$	726.5
Adjusted Valuation EBITDA(2)		$	50.4			$	199.3			$	299.2			$	430.9			$	521.2
Net Income Attributable to GPRE		$	(54.7	)		$	82.3			$	318.4			$	437.0			$	535.8
Net Debt(3)		$	260.5			$	251.3			$	50.5			$	(398.2	)		$	(1,252.6	)
Total Capital Expenditures		$	80.4	(4)		$	206.9			$	222.3			$	159.5			$	37.8

 

(1)

Adjusted EBITDA is a non-GAAP measure of financial performance and is calculated as earnings before interest expense, income taxes, depreciation and amortization. The Adjusted EBITDA projections represent all opportunities available to GPRE. Certain business or strategic decisions or actions may be altered, accelerated, postponed or not taken, so there can be no assurance these projections will be achieved.

(2)	Adjusted Valuation EBITDA reflects Adjusted EBITDA, (i) minus projected EBITDA attributable to GPRE’s carbon capture growth segment and (ii) minus projected EBITDA attributable to GPRE’s combined heat and power growth segment.

(3)	Net Debt represents total outstanding indebtedness less cash and cash equivalents.

(4)	Projected capital expenditures for the remainder of 2023, as of the date the GPRE Financial Projections were prepared, exclusive of Tharaldson joint venture investment.

Certain Unaudited Financial Projections of GPP

The following table sets forth certain summarized unaudited prospective financial and operating information with respect to GPP for the fiscal years 2023 through 2030 on a standalone basis prepared by GPRE management as part of the June Forecasts (the “GPP Financial Projections”). The information was based on financial and operating information developed by GPRE management. The GPP Financial Projections do not take into account any circumstances or events occurring after the date they were prepared. Given that the uncertainties inherent in any forecasted information, GPP Unitholders and GPRE Shareholders are cautioned not to place undue reliance on such information.

 

		GPP Standalone Years Ending December 31,
($ in millions, except per unit figures)		2023E				2024E				2025E				2026E				2027E				2028E				2029E				2030E
Total Revenue		$	80.7			$	80.0			$	80.0			$	78.8			$	77.6			$	77.6			$	64.2			$	50.7
Operating and Maintenance Expenses		$	(27.4	)		$	(26.5	)		$	(26.5	)		$	(25.5	)		$	(24.4	)		$	(24.4	)		$	(24.4	)		$	(24.4	)
Selling, General and Administrative Expenses		$	(4.2	)		$	(4.0	)		$	(4.0	)		$	(4.0	)		$	(4.0	)		$	(4.0	)		$	(4.0	)		$	(4.0	)
EBITDA(1)		$	49.6			$	49.4			$	49.5			$	49.3			$	49.3			$	49.3			$	35.8			$	22.3
Total Distributable Cash Flow(2)		$	42.4			$	41.9			$	41.8			$	41.9			$	44.1			$	46.8			$	35.9			$	23.0
LP Distributions per Unit		$	1.82			$	1.82			$	1.82			$	1.41			$	1.00			$	1.00			$	0.90			$	0.80
Distribution Coverage Ratio			0.98x				0.97x				0.97x				1.25x				1.86x				1.97x				1.67x				1.21x
Net Debt(3)		$	48.4			$	49.8			$	51.2			$	42.7			$	22.3			$	(0.8	)		$	(20.5	)		$	(24.4	)

 

32

(1)	EBITDA is a non-GAAP measure of financial performance and is calculated as earnings before interest, income taxes, depreciation and amortization.

(2)

Distributable cash flow is a non-GAAP measure of financial performance and is calculated as Adjusted EBITDA less interest paid or payable, net of interest received, income taxes paid or payable, maintenance capital expenditures and GPP’s proportionate share of distributable cash flow adjustments of GPRE’s equity method investee.

(3)	Net Debt represents total outstanding indebtedness less cash and cash equivalents.

Reconciliations of forward-looking non-GAAP financial measures to comparable GAAP measures are not available because certain information needed to make a reasonable forward-looking estimate of the most comparable GAAP measures is difficult to estimate or not available and dependent on future events which may be uncertain our outside of GPRE’s and GPP’s control. Accordingly, a reconciliation is not available without unreasonable effort.

NEITHER GPRE NOR GPP INTENDS TO UPDATE OR OTHERWISE REVISE THE ABOVE FORECASTS TO REFLECT CIRCUMSTANCES EXISTING OR INFORMATION AVAILABLE AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IF ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH FORECASTS ARE NO LONGER APPROPRIATE.

Primary Benefits and Detriments of the Merger

The primary benefits of the Merger to GPP Unaffiliated Unitholders, who will not have a continuing interest in GPP following the Merger, include the following:

 

•

the receipt by such GPP Unaffiliated Unitholders of the Merger Consideration, which represents an implied value of $15.69 per GPP Common Unit, without interest, based on the closing price of GPRE Common Stock as of September 15, 2023, representing a 19.9% premium to the closing price of the GPP Common Units on May 3, 2023, the last trading day prior to the public announcement of GPRE’s initial proposal to acquire all of the publicly held GPP Common Units not already owned by GPRE and its affiliates; and

 

•

the avoidance of all downside risk associated with continued ownership of GPP Common Units, including any possible decrease in the future revenues and free cash flow, growth or value of GPP following the Merger.

The primary detriments of the Merger to GPP Unaffiliated Unitholders, who will not have a continuing interest in GPP following the Merger, include the following:

 

•

such GPP Unaffiliated Unitholders will cease to have an interest in GPP and, therefore, will no longer benefit from possible increases in the future revenues and free cash flow, growth or value of GPP or payment of distributions on GPP Common Units, if any; and

 

•

the receipt of the Merger Consideration in exchange for GPP Public Common Units pursuant to the Merger will be a taxable transaction to GPP Unaffiliated Unitholders.

The primary benefits of the Merger to GPP and GPRE include the following:

 

•

if GPP successfully executes its business strategy, the value of GPRE’s equity investment could increase because of possible increases in future revenues and cash flow, increases in the underlying value of GPP or the payment of distributions, if any, that would accrue to GPRE;

 

•

GPP will have more flexibility to change its capital spending strategies without public market scrutiny or analysts’ quarterly expectations; and

 

•

GPRE is expected to become a beneficiary of the savings associated with the streamlining of general and administrative expenses and the elimination of costs associated with the GPP Common Units not being publicly traded.

 

33

The primary detriments of the Merger to GPP and GPRE include the following:

 

•

there will be no trading market of the GPP Common Units following the Merger, as the surviving entity will be wholly owned by GPRE; and

 

•

the risk that potential benefits sought in the Merger may not be achieved.

Financial Advisor Discussion Materials Provided to GPRE

GPRE retained BofA Securities to act as its financial advisor in connection with evaluating the Merger. BofA Securities provided, at GPRE’s request, certain discussion materials to GPRE, dated April 27, 2023, September 5, 2023 and September 15, 2023, respectively (the “BofA Discussion Materials”).

The BofA Discussion Materials are included as exhibits to the Schedule 13E-3 relating to the Merger and are incorporated herein by reference in their entirety. The description of the BofA Discussion Materials set forth below is qualified in its entirety by reference to the full text of such materials. You are urged to read the BofA Discussion Materials carefully and in their entirety. The BofA Discussion Materials were provided for the information and benefit of GPRE in connection with its evaluation of the Merger. BofA Securities was not requested to, and it did not, provide to GPRE or any other person any (i) opinion (whether as to the fairness of any consideration, including, without limitation, the Merger Consideration, or otherwise), (ii) valuation of GPP for the purpose of assessing the fairness of the Merger Consideration to any person, or (iii) recommendation as to how to vote or act on any matters relating to the proposed Merger or otherwise. The BofA Discussion Materials were provided for the use and benefit of GPRE in its consideration of the Merger and did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to GPRE or GPP, nor did they address the underlying business decision by GPRE or GPP to engage in the Merger or the terms of the Merger Agreement or the documents referred to therein. The BofA Discussion Materials were informational and were based on financial forecasts and other information and data available to BofA Securities as of the date such materials were prepared rather than as of the date of the execution of the Merger Agreement. Because BofA Securities was not requested to, and did not, deliver a fairness opinion in connection with the Merger, it did not follow and was not required to follow all of the procedures in preparing the BofA Discussion Materials that it would ordinarily follow in connection with delivering an opinion. The BofA Discussion Materials should not be construed as creating any fiduciary duty on BofA Securities’ part to GPRE or any other person and such materials are not intended to be, and do not constitute, a recommendation to GPRE or any other person in respect of the Merger, including as to how any holder of GPP Common Units should act or vote in respect of the Merger.

In preparing the BofA Discussion Materials, BofA Securities assumed and relied upon the accuracy and completeness of the financial and other information (including but not limited to with respect to the business, operations and prospects of GPP and GPRE furnished to BofA Securities by GPRE, including financial projections of GPP prepared by the management of the General Partner and financial projections of GPRE prepared by the management of GPRE) used by BofA Securities without any independent verification of such information (and had not assumed responsibility or liability for any independent verification of such information). BofA Securities also relied upon the assurances of the management of GPRE that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial forecasts relating to GPP and GPRE prepared and furnished to BofA Securities by GPRE, including financial projections of GPP prepared by the management of the General Partner and financial projections of GPRE prepared by the management of GPRE, upon the advice of GPRE, BofA Securities assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and good faith judgments of management of the General Partner and the management of GPRE as to the future financial performance of GPP and GPRE, respectively, and that GPP and GPRE will perform substantially in accordance with such projections. BofA Securities assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. BofA Securities assumed no responsibility

 

34

for updating or revising the BofA Discussion Materials on events or circumstances that may have occurred after each date thereof.

In connection with preparing the BofA Discussion Materials, BofA Securities reviewed (i) a comparison of the historical financial results and present financial condition of GPP and GPRE with those of other companies that BofA Securities deemed relevant, (ii) a comparison of the financial terms of the Merger with the financial terms of certain other transactions that BofA Securities deemed relevant, and (iii) published estimates of independent research analysts with respect to the future financial performance and price targets of GPRE and GPP. In addition, BofA Securities had discussions with the management of GPRE and the General Partner concerning their respective business operations, assets, liabilities, financial condition and prospects and undertook such other studies, analyses and investigations as BofA Securities deemed appropriate.

For purposes of its analysis and preparing the BofA Discussion Materials, BofA Securities assumed that the executed Merger Agreement would conform in all material respects to the last draft reviewed by BofA prior to the delivery of the BofA Discussion Materials. Additionally, BofA Securities assumed the accuracy of the representations and warranties contained in the Merger Agreement and all the agreements related thereto. BofA Securities further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any material delay, limitation, restriction or condition.

BofA Securities did not conduct a physical inspection of the properties or facilities of GPP or GPRE, and BofA Securities did not make, nor assume any responsibility for making, any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of GPP or GPRE, nor was BofA Securities furnished with any such valuations or appraisals, nor did BofA Securities evaluate the solvency or fair value of GPP or GPRE under any state or federal laws relating to bankruptcy, insolvency or similar matters. The BofA Discussion Materials were necessarily based upon information made available to BofA Securities as of the date of such materials and financial, economic, market and other conditions as they existed and as could be evaluated on the date of such materials. It is understood that subsequent developments may affect the BofA Discussion Materials and that BofA Securities does not have any obligation to update, revise or reaffirm such materials.

BofA Securities was not asked to pass upon and expressed no opinion with respect to any matter. BofA Securities did not express any view on, and the BofA Discussion Materials did not address, the fairness of the proposed transaction to, or any consideration (including the Merger Consideration) received in connection therewith by, the holders of any class of securities, creditors or other constituencies of GPP, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of GPP, or any class of such persons, whether relative to the Merger Consideration or otherwise. BofA Securities was not asked to pass upon, did not express any view on, and the BofA Discussion Materials did not address, any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement.

BofA Securities did not address the relative merits of the Merger as compared to other business or financial strategies that might have been available to GPRE or GPP, nor did it address the underlying business decision of GPRE or GPP to engage in the Merger. BofA Securities was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the GPP Common Units or any business combination or other extraordinary transaction involving GPRE or GPP. BofA Securities did not make, and the BofA Discussion Materials did not constitute, a recommendation to GPRE or to any other persons in respect of the Merger, including as to how any holder of GPP Common Units should vote or act in respect of the Merger. BofA Securities did not express any opinion as to the price at which the GPP Common Units would trade at any time. BofA Securities was not requested to, and did not, provide any tax advice or express any opinion as to any tax or other consequences that might result from the Merger, nor did BofA Securities address any legal, tax, regulatory or accounting matters, as to which BofA Securities understood GPRE had obtained such advice as it deemed necessary from other qualified professionals.

 

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Summary of BofA Discussion Materials

The following description of the BofA Discussion Materials is qualified in its entirety by reference to the relevant BofA Discussion Materials included as exhibits to the Schedule 13E-3 related to the Merger, which is incorporated herein by reference. Such description does not purport to be complete, nor does it represent relative importance or weight given to those analyses by BofA Securities.

BofA Securities made a written presentation to GPRE dated April 27, 2023 that, among other things:

 

•

summarized potential process considerations for a transaction involving an acquisition of GPP;

 

•

provided a summary of various illustrative prices per GPP Common Unit, expressed as (i) a premium or discount to the 52-week high and low prices and 30- and 60-day average prices per GPP Common unit and (ii) an implied exchange ratio of shares of GPRE Common Stock based on the price per share of GPRE Common Stock as of April 21, 2023, and the 52-week high and low prices and 30- and 60-day average prices per share of GPRE Common Stock;

 

•

provided an overview of the current MLP market environment, which included a review of the evolution of the ability of MLPs to raise capital since 2010 as well as information regarding MLP take private transactions since 2011;

 

•

provided a summary of the illustrative prices per GPP Common Unit implied by applying a range of premiums to the price per GPP Common Unit as of April 21, 2023, expressed as (i) multiples of consensus estimates of GPP’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) for each of calendar years 2023 and 2024 and (ii) percentages of GPP’s dividend/distribution yield as of April 21, 2023 and as estimated for its fiscal year 2023 based on consensus estimates;

 

•

provided an analysis of the effects of a range of illustrative premiums and a range of illustrative synergy amounts on (i) accretion or dilution with respect to estimated earnings per share of GRPE Common Stock; (ii) cash flow per share of GPRE Common Stock; (iii) cash flow benefit to GPRE and (iv) the ratio of GPRE’s total debt to consolidated EBITDA, in each case for each of its fiscal years 2024 and 2025;

 

•

provided an overview of the premiums or discounts paid in certain precedent MLP take private transactions with all stock consideration since 2015, calculated as the total consideration paid per unit relative to the unaffected price of the target’s securities, the 30-day VWAP of the target company’s securities, and the moving median of the most recent 10 transactions; and

 

•

summarized potential flowback considerations for GPRE in connection with a potential transaction.

BofA Securities made a written presentation to GPRE dated September 5, 2023 that, among other things:

 

•

summarized the implied value per GPP Common Unit represented by illustrative alternative structures including (i) a collared range of exchange ratios ranging from 0.450x to 0.470x, (ii) a fixed exchange ratio of 0.460x and (iii) a fixed exchange ratio of 0.3964x plus $2.00 in cash per GPP Common Unit, in each case based on a range of illustrative prices per share of GPRE Common Stock;

 

•

provided a summary of the premiums or discounts implied by an illustrative range of potential exchange ratios relative to (i) the 0.3913x exchange ratio represented by GPRE’s May 3, 2023 offer, (ii) the closing price per GPP Common Unit as of August 25, 2023 and (iii) the 30-day volume-weighted average price (“VWAP”) of a GPP Common Unit; and

 

•

provided an overview of the premiums or discounts paid in certain precedent MLP take private transactions with all stock consideration since 2015, calculated as the total consideration paid per unit relative to the unaffected price of the target’s securities, the 30-day VWAP of the target company’s securities, and the 10-day moving median of the target company’s securities.

 

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BofA Securities made a written presentation to GPRE dated September 15, 2023 that, among other things:

 

•

provided a summary of the premiums or discounts implied by an illustrative range of potential exchange ratios relative to (i) the 0.3913x exchange ratio represented by GPRE’s May 3, 2023 offer, (ii) the closing price per GPP Common Unit as of September 14, 2023 and (iii) the 30-day VWAP of a GPP Common Unit;

 

•

provided a summary of the historical trading prices of the GPP Common Units and the shares of GPRE Common Stock, as well as the exchange ratio implied by such historical prices, based on recent closing prices, as well as the 10-, 20- and 30-day VWAP for each of the GPP Common Units and the GPRE Common Stock; and

 

•

provided an illustrative timeline for the Merger.

Copies of the BofA Discussion Materials have been attached as exhibits to the Schedule 13E-3 related to the Merger.

General

BofA Securities is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in financial advisory services in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. GPRE selected BofA Securities because of its qualifications, reputation and experience in mergers and acquisitions generally, as well as substantial experience in transactions comparable to the Merger.

GPRE engaged BofA Securities to act as its financial advisor in connection with the Merger pursuant to an engagement letter dated as of April 26, 2023, by and between BofA Securities and GPRE. Accordingly, as compensation for BofA Securities’ services in connection with the Merger, GPRE will pay BofA Securities a fee of up to $4.0 million, $3.5 million of which will become payable upon completion of the Merger and up to $500,000 of which is a discretionary fee, payable upon completion of the Merger in an amount to be determined by GPRE in its sole discretion. In addition, GPRE has agreed to reimburse BofA Securities for its reasonable out-of-pocket expenses incurred in connection with the Merger and to indemnify BofA Securities for certain liabilities that may arise out of its engagement.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to GPRE and certain of its affiliates (not including GPP) (its “Non-GPP Affiliates”) and have received or in the future may receive, compensation for the rendering of these services, including (i) having provided or providing certain treasury management services and products to GPRE and/or certain of its Non-GPP Affiliates and (ii) having acted or acting as lender under certain term loans, letters of credit and other facilities of GPRE and/or certain of its Non-GPP Affiliates. From September 1, 2021 to August 31, 2023, BofA Securities and its affiliates derived aggregate revenues from GPRE and certain of its Non-GPP Affiliates of approximately $4 million for investment and corporate banking services.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to GPP and have received or in the future may receive, compensation for the rendering of these services, including having acted provided or providing certain treasury management services and products to GPP. From September 1, 2021 to August 31, 2023, BofA Securities and its affiliates derived aggregated revenues from GPP of less than $1 million for investment and corporate banking services.

Opinion of Evercore—Financial Advisor to the Conflicts Committee

The Conflicts Committee retained Evercore to act as financial advisor to the Conflicts Committee in connection with evaluating the proposed Merger. On September 16, 2023, at a meeting of the Conflicts

 

37

Committee and at the request of the Conflicts Committee, Evercore rendered its oral opinion to the Conflicts Committee that, as of September 16, 2023, and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the Merger Consideration is fair, from a financial point of view, to the GPP Unaffiliated Unitholders. Evercore subsequently confirmed its oral opinion in a written opinion dated September 16, 2023.

The full text of the written opinion of Evercore, dated as of September 16, 2023, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached hereto as Annex C to this consent solicitation statement/prospectus. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Conflicts Committee in connection with its evaluation of the fairness of the Merger Consideration, from a financial point of view, to the GPP Unaffiliated Unitholders, and did not address any other aspects or implications of the Merger. Evercore’s opinion should not be construed as creating any fiduciary duty on Evercore’s part to any party and such opinion was not intended to be, and does not constitute, a recommendation to the Conflicts Committee or to any other persons in respect of the Merger, including as to how any holder of GPP Common Units should act or vote in respect of the Merger. The summary of the Evercore opinion set forth herein is qualified in its entirety by reference to the full text of the opinion included as Annex C to this consent solicitation statement/prospectus.

In connection with rendering its opinion and performing its related financial analysis, Evercore, among other things:

 

•

reviewed certain publicly available business and financial information relating to GPP and GPRE that Evercore deemed to be relevant, including each entity’s respective Annual Report on Form 10-K for the year ended December 31, 2022, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 and certain Current Reports on Form 8-K, in each case as filed with or furnished to the SEC;

 

•

reviewed certain non-public historical and projected financial and operating data and assumptions relating to each of GPP and GPRE prepared and furnished to Evercore by management of GPP and GPRE, respectively;

 

•

reviewed publicly available research analyst estimates for GPP’s and GPRE’s future financial performance;

 

•

reviewed the reported prices and the historical trading activity of the GPP Common Units and the GPRE Common Stock;

 

•

at the direction of the Conflicts Committee, performed and reviewed certain sensitivity cases with respect to the projected financial and operating data and assumptions relating to GPP and GPRE;

 

•

discussed with management of GPP and GPRE their assessment of the past and current operations of GPP and GPRE, the current financial condition of GPP and GPRE, the prospects of GPP and GPRE and the historical and projected financial and operating data and assumptions relating to GPP and GPRE (including GPP’s and GPRE’s managements’ views of the risks and uncertainties of achieving such projections);

 

•

performed discounted cash flow analyses on GPP and GPRE based on forecasts and other data provided by management of GPP and GPRE, respectively;

 

•

performed discounted distributions analyses on GPP based on forecasts and other data provided by management of GPP;

 

•

compared the financial performance of GPP and GPRE utilizing forecasts and other data provided by management of GPP and GPRE with the trading performance (including equity market trading multiples) of other publicly traded partnerships and companies that Evercore deemed relevant;

 

38

•

reviewed certain historical transactions involving operating assets similar to those owned by GPP and GPRE that Evercore deemed relevant;

 

•

reviewed the financial terms and conditions of a draft of the Merger Agreement dated September 15, 2023; and

 

•

performed such other analyses and examinations, held such other discussions, reviewed such other information and considered such other factors and information that Evercore deemed appropriate.

For purposes of Evercore’s analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore assumed no responsibility or liability for any independent verification of such information), and further relied upon the assurances of management of GPP and GPRE that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the projected financial and operating data referred to above, Evercore assumed with the Conflicts Committee’s consent that such data had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of GPP and GPRE as to the future financial performance of GPP and GPRE, respectively, under the assumptions reflected therein. Evercore expressed no view as to any projected financial or operating data or any judgments, estimates or assumptions on which they are based. At the direction of the Conflicts Committee, Evercore performed and reviewed certain sensitivity cases with respect to the projected financial and operating data and assumptions relating to GPP and GPRE. Evercore expressed no view as to any such sensitivity case or any judgements, estimates or assumptions on which they were based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed Merger Agreement would not differ from the draft Merger Agreement reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger will be satisfied without waiver or modification thereof. Evercore assumed that the Merger will be consummated as contemplated by the Merger Agreement. Evercore assumed that any modification to the structure of the Merger will not vary in any respect material to its analysis. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any delay, limitation, restriction or condition that would have an adverse effect on GPP or GPRE or the consummation of the Merger or reduce the contemplated benefits of the Merger to the GPP Unaffiliated Unitholders.

Evercore did not conduct a physical inspection of the properties or facilities of GPP or GPRE and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of GPP or GPRE, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of GPP or GPRE under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to it as of the date of its opinion and financial, economic, monetary, market, regulatory and other conditions and circumstances as they existed and could be evaluated on the date of its opinion. Subsequent developments may affect Evercore’s opinion and Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness, from a financial point of view, of the Merger Consideration to the GPP Unaffiliated Unitholders. Evercore did not express any view on, and its opinion did not address, the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other securities, creditors or other constituencies of GPP or GPRE or any other party to the Merger Agreement or any affiliates thereof, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or

 

39

employees of GPP or GPRE or any other party to the Merger Agreement or any affiliates thereof, or any class of such persons, whether relative to the Merger Consideration or otherwise. Evercore was not asked to, nor did Evercore express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to GPP or GPRE, nor did it address the underlying business decision of GPP or GPRE to engage in the Merger. Evercore did not express any view on, and its opinion did not address, what the value of the GPRE Common Stock actually will be when issued or the prices at which the GPRE Common Stock will trade at any time, including following announcement or consummation of the Merger. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the GPP Common Units or any business combination or other extraordinary transaction involving GPP. Evercore’s opinion did not constitute a recommendation to the Conflicts Committee or to any other persons in respect of the Merger, including as to how any holder of GPP Common Units should vote or act in respect of the Merger. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by GPP and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses performed by Evercore and reviewed with the Conflicts Committee on September 16, 2023 in connection with rendering Evercore’s opinion to the Conflicts Committee. Each analysis was provided to the Conflicts Committee. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. In connection with arriving at its opinion, Evercore considered all of its analyses as a whole, and the order of the analyses described and the results of these analyses do not represent any relative importance or particular weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on September 15, 2023, and is not necessarily indicative of current market conditions.

Throughout the “Analysis of GPP” and the “Analysis of GPRE” sections below, the term “EBITDA,” as used in connection with Evercore’s various financial analyses, means the relevant entity’s estimated earnings before interest, taxes, depreciation and amortization and, in the case of GPRE, refers to “Adjusted Valuation EBITDA” as described above under “—Unaudited Financial Projections of GPRE and GPP.”

The following summary of financial analyses includes information presented in tabular format. These tables must be read together with the text of each summary in order to fully understand the financial analyses performed by Evercore. The tables alone do not constitute a complete description of the financial analyses performed by Evercore. Considering the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Evercore’s financial analyses.

Analysis of GPP

Assumptions with Respect to GPP

Evercore performed a series of financial analyses to derive indicative valuation ranges for the GPP Common Units. Financial data for GPP utilized in the financial analyses described below were based upon, among other things, the GPP Financial Projections. A summary of the GPP Financial Projections is available above under “—Unaudited Financial Projections of GPRE and GPP.” The GPP Financial Projections were not adjusted by Evercore.

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of GPP by valuing the cash flows to be received by GPP based on the GPP Financial Projections during a seven-and-a-half-year period. Evercore calculated the per

 

40

unit value range for the GPP Common Units by utilizing a range of discount rates based on GPP’s Weighted Average Cost of Capital (“WACC”), as estimated by Evercore based on a theoretical Capital Asset Pricing Model (“CAPM”) and terminal values based on a range of estimated EBITDA multiples and perpetuity growth rates.

For the GPP discounted cash flow analysis, Evercore assumed a range of discount rates of 9.5% to 10.5% based on GPP’s WACC and applied both a range of EBITDA multiples of 7.0x to 9.0x and a range of perpetuity growth rates of 0.5% to 1.5% to GPP’s terminal period EBITDA and cash flows, respectively, to derive a range of enterprise values. Evercore adjusted such enterprise values for debt and cash as of June 30, 2023 and divided the resulting equity values by the number of fully-diluted GPP Common Units outstanding as of June 30, 2023. The discounted cash flow analysis utilizing the EBITDA multiple terminal value methodology resulted in an implied equity value per GPP Common Unit range of $10.72 to $12.17. The discounted cash flow analysis utilizing the perpetuity growth rate methodology to calculate terminal value resulted in an implied equity value per GPP Common Unit range of $10.52 to $11.80.

Evercore also performed a discounted cash flow analysis of GPP by valuing the cash flows to be received by GPP based on the following sensitivities to GPP’s throughput and logistics rates per gallon and its distribution coverage ratio in the GPP Financial Projections for the periods after GPP’s minimum volume commitment from GPRE expires on June 30, 2029: (i) a sensitivity case assuming no decline in throughput rate or logistics rate and a 1.00x distribution coverage ratio (“GPP Sensitivity Case 1”), (ii) a sensitivity case assuming a 10% decline in throughput rate, 5% decline in logistics rate and a 1.00x distribution coverage ratio (“GPP Sensitivity Case 2”) and (iii) a sensitivity case assuming a 20% decline in throughput rate, a 10% decline in logistics rate and 1.30x distribution coverage ratio (“GPP Sensitivity Case 3” and, together with GPP Sensitivity Case 1 and GPP Sensitivity Case 2, the “GPP Sensitivity Cases”). Utilizing the same range of discount rates, range of EBITDA multiples and range of perpetuity growth rates as applied to the GPP Financial Projections above, the discounted cash flow analysis utilizing the EBITDA multiple terminal value methodology and the perpetuity growth rate methodology to calculated terminal value resulted in implied equity value per GPP Common Unit ranges of $12.93 to $15.51 for GPP Sensitivity Case 1, $12.19 to $14.49 for GPP Sensitivity Case 2 and $11.46 to $13.47 for GPP Sensitivity Case 3.

Discounted Distributions Analysis

Evercore performed a discounted distribution analysis by valuing the projected cash distributions to be paid by GPP based on the GPP Financial Projections during a seven-and-a-half-year period. Evercore discounted projected distributions using cost of equity discount rates of 11.0% to 12.0% based on CAPM as well as a terminal yield range of 12.0% to 15.0% based on GPP’s trailing 52-week yield range. The discounted distribution analysis resulted in an implied per GPP Common Unit value range of $9.37 to $10.34.

Evercore also performed a discounted distribution analysis by valuing the projected cash distributions to be paid by GPP based on the GPP Sensitivity Cases utilizing the same cost of equity discount rate and terminal yield range as applied to the GPP Financial Projections above. The discounted distribution analysis based on the GPP Sensitivity Cases resulted in implied per GPP Common Unit value ranges of $12.33 to $14.12 for GPP Sensitivity Case 1, $11.62 to $13.21 for GPP Sensitivity Case 2 and $8.96 to $10.14 for GPP Sensitivity Case 3.

 

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Peer Group Trading Analysis

Evercore performed a peer group trading analysis of GPP utilizing the GPP Financial Projections by reviewing and comparing the market values and trading multiples of the following five publicly-traded entities that Evercore deemed to have certain characteristics that are similar to those of GPP, including entities with terminaling assets:

 

Terminals and Pipelines / Real Estate:

Enterprise Value ($MM)

Enterprise Value/2023E EBITDA

Enterprise Value/2024E EBITDA

Delek Logistics Partners, LP

$

3,545

9.3x

8.7x

NuStar Energy L.P.

$

6,356

8.8x

8.5x

Sunoco LP

$

8,055

8.8x

8.7x

Terminals Only:

Global Partners LP

$

2,320

6.7x

6.5x

Non-MLP Terminal Companies:

Royal Vopak NV

$

7,478

7.2x

7.2x

Although the peer group was compared to GPP for purposes of this analysis, no peer group entity used in the analysis is identical or directly comparable to GPP. In order to calculate peer group trading multiples, Evercore relied on publicly-available filings with the SEC, the European Securities and Markets Authority and equity research analyst estimates.

For the peer group entities, Evercore calculated the following trading multiples:

 

•

Enterprise Value/2023E EBITDA, which is defined as market value of equity, plus preferred equity (as applicable), plus noncontrolling interest (as applicable), plus debt and less cash (“Enterprise Value”), divided by estimated EBITDA for the calendar year 2023.

 

•

Enterprise Value/2024E EBITDA, which is defined as Enterprise Value divided by estimated EBITDA for the calendar year 2024.

The mean and median Enterprise Value to EBITDA trading multiples of the peer group entities are set forth below.

 

Benchmark (Terminals and Pipelines / Real Estate)		Mean				Median
Enterprise Value/2023E EBITDA			9.0x				8.8x
Enterprise Value/2024E EBITDA			8.6x				8.7x
Benchmark (Terminals Only)		Mean				Median
Enterprise Value/2023E EBITDA			6.7x				6.7x
Enterprise Value/2024E EBITDA			6.5x				6.5x
Benchmark (Non-MLP Terminal Companies)		Mean				Median
Enterprise Value/2023 EBITDA			7.2x				7.2x
Enterprise Value/2024 EBITDA			7.2x				7.2x

 

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The table below includes relevant multiple ranges selected by Evercore based on the resulting ranges of Enterprise Value to EBITDA multiples and certain other considerations related to the specific characteristics of GPP noted by Evercore:

 

Benchmark		Reference Range
Enterprise Value/2023E EBITDA			7.0x – 9.0x
Enterprise Value/2024E EBITDA			6.5x – 8.5x

Based on the above Enterprise Value to EBITDA multiple reference ranges, Evercore determined an implied Enterprise Value range for GPP of $347.4 million to $446.7 million based on 2023E EBITDA and $321.4 million to $420.3 million based on 2024E EBITDA. After adjusting for debt and cash as of June 30, 2023, and dividing by the number of fully-diluted GPP Common Units outstanding as of June 30, 2023, Evercore determined an implied equity value per GPP Common Unit range of $12.88 to $17.06 based on 2023E EBITDA and $11.79 to $15.95 based on 2024E EBITDA.

Precedent M&A Transaction Analysis

Evercore also performed a precedent M&A transaction analysis of the GPP Common Units utilizing the GPP Financial Projections by reviewing and comparing precedent M&A transactions that Evercore deemed to have similar characteristics to those of the Merger.

Evercore reviewed transactions involving crude oil and refined products terminals announced since June 2018 and selected 16 transactions, although Evercore noted that none of the selected transactions were directly comparable to the Merger and none of the entities that participated in the selected transactions were directly comparable to GPP:

 

Date Announced		Acquiror / Target (Seller)		EBITDA Multiple
May-23		Sunoco LP / 16 Inland refined product terminals (Zenith Energy)			6.7x
Jun-22		Buckeye Partners / 26 Refined product terminals (Magellan Midstream Partners, L.P.)			NA
Sep-21		Enbridge Inc. / Moda Midstream Operating (EnCap Flatrock Midstream)			8.0
Aug-21		Sunoco LP / Nine eastern U.S. refined product terminals (NuStar Energy L.P.)			9.0
Nov-20		Riverstone Holdings LLC / International-Matex Tank Terminals (Macquarie Infrastructure Corporation)			10.7
Nov-20		BWC Terminals / Two refined product, crude oil and chemical terminals located in Texas City, Texas (NuStar Energy L.P.)			11.0
Sep-20		Vopak, BlackRock’s Global Energy & Power Infrastructure Fund / Three Industrial Terminals on the Gulf Coast (Dow, Inc.)			9.7
Jan-20		Buckeye Partners, L.P. / Three Marine Terminals (Magellan Midstream Partners, L.P.)			12.5
Dec-18		Zenith Energy Terminals Holdings / Portland Terminal (CorEnergy Infrastructure Trust, Inc.)			9.2
Nov-18		TLP Finance Holdings, LLC (ArcLight Energy Partners Fund VI, L.P.) / TransMontaigne Partners L.P.			9.8
Nov-18		Sunoco LP / Refined products terminals (American Midstream Partners, LP)			7.3
Oct-18		Green Plains Inc. / Ethanol storage and transportation assets in Bluffton, IN, Lakota, IA and Riga, MI (Green Plains Partners LP)			9.1
Sep-18		ArcLight Capital Partners, LLC / Two refined products and crude oil terminals located in Tacoma, WA and Baltimore, MD (Targa Resources Corp.)			9.6
Jul-18		PBF Logistics LP / East Coast storage assets (Crown Point International, LLC)			7.5
Jun-18		Ergon Asphalt & Emulsions, Inc. / Three asphalt terminals (Blueknight Energy Partners, L.P.)			9.3
Jun-18		J.P. Morgan Asset Management / Marine Products Terminals (American Midstream Partners, LP)			11.8

 

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Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected crude oil and refined products terminaling transactions were 9.4x and 9.3x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 8.0x to 10.0x. Evercore then applied these ranges of selected multiples to GPP’s 2023E EBITDA and adjusted for debt and cash as of June 30, 2023, and then divided the result by the number of fully-diluted GPP Common Units outstanding as of June 30, 2023 which resulted in an implied equity value per GPP Common Unit range of $14.97 to $19.15.

Premiums Paid Analysis

As a reference analysis, Evercore also reviewed selected publicly-available information regarding historical premiums paid in merger and buy-in transactions involving MLPs, including the stock-for-unit and cash and stock-for-unit transactions listed below. Such information was not considered as part of Evercore’s financial analysis with respect to its opinion, but was noted for informational purposes. Evercore considered that historically, MLP merger and buy-in premiums have varied widely based on specific considerations with respect to each transaction, with a range of -3.4% to 56.4% premium to one-day trailing price for all selected transactions, -3.4% to 28.1% for stock-for-unit and cash and stock-for-unit transactions and a median premium to one-day trailing prices of 9.3% for such stock-for-unit and cash and stock-for-unit transactions. Evercore noted that none of the selected transactions nor the selected partnerships that participated in the selected transactions were directly comparable to the Merger or GPP, respectively.

 

Date Announced		Acquiror / Target (Seller)		1-Day Prior Spot				20-Day VWAP				60-Day VWAP
08/16/23		Energy Transfer LP / Crestwood Equity Partners LP			(0.7	%)			(5.0	%)			(3.5	%)
08/16/23		HF Sinclair Corporation / Holly Energy Partners LP			8.1	%			1.6	%			(3.0	%)
04/06/23		GasLog Ltd. / GasLog Partners LP			8.1	%			17.7	%			13.7	%
02/01/23		Sisecam Chemicals Wyoming LLC / Sisecam Resources LP			39.3	%			42.8	%			32.9	%
01/06/23		Phillips 66 / DCP Midstream, LP			20.1	%			23.2	%			28.6	%
07/28/22		PBF Energy, Inc. / PBF Logistics LP			(3.4	%)			9.7	%			11.9	%
07/25/22		Shell USA, Inc. / Shell Midstream Partners, L.P.			23.0	%			23.5	%			31.3	%
06/02/22		Hartree Partners, LP / Sprague Resources LP			25.2	%			25.9	%			22.7	%
05/25/22		Höegh LNG Holdings Ltd / Höegh LNG Partners LP			35.0	%			42.2	%			43.3	%
05/16/22		Diamondback Energy, Inc. / Rattler Midstream LP			17.3	%			10.3	%			10.1	%
04/22/22		Ergon, Inc. / Blueknight Energy Partners, L.P.			51.5	%			47.5	%			43.1	%
12/20/21		BP p.l.c / BP Midstream Partners LP			10.8	%			4.0	%			0.9	%
10/27/21		Phillips 66 / Phillips 66 Partners LP			4.8	%			6.7	%			12.7	%
10/04/21		Stonepeak Infrastructure Partners / Teekay LNG Partners LP			8.3	%			5.3	%			12.0	%
08/23/21		Landmark Dividend LLC / Landmark Infrastructure Partners LP			38.4	%			35.0	%			32.6	%
03/05/21		Chevron Corporation / Noble Midstream Partners LP			16.7	%			18.2	%			35.0	%
12/15/20		TC Energy Corporation / TC PipeLines, LP			19.5	%			15.5	%			3.6	%
10/23/20		CONSOL Energy Inc. / CONSOL Coal Resources LP			2.7	%			1.9	%			(10.4	%)
07/27/20		CNX Resources Corporation / CNX Midstream Partners LP			28.1	%			3.9	%			16.5	%
02/27/20		Equitrans Midstream Corporation / EQM Midstream Partners, LP			(1.5	%)			(5.9	%)			(16.4	%)
12/17/19		Blackstone Infrastructure Partners / Tallgrass Energy LP			56.4	%			33.9	%			13.4	%
10/01/19		Brookfield Business Partners L.P. / Teekay Offshore Partners L.P.			28.1	%			15.1	%			20.6	%
05/10/19		IFM Investors / Buckeye Partners, L.P.			27.5	%			23.8	%			23.9	%
05/08/19		MPLX LP / Andeavor (Marathon Petroleum Corporation; Andeavor Logistics LP)			1.8	%			1.3	%			(0.9	%)
04/02/19		UGI Corporation / AmeriGas Partners, L.P.			13.5	%			22.2	%			22.2	%
03/18/19		ArcLight Energy Partners Fund V, L.P. / American Midstream, LP			31.2	%			31.2	%			32.1	%
02/05/19		SunCoke Energy, Inc. / SunCoke Energy Partners, L.P.			9.3	%			19.5	%			26.6	%
11/26/18		Dominion Energy Inc. / Dominion Energy Midstream Partners LP			0.9	%			2.3	%			2.8	%
11/26/18		ArcLight Energy Partners Fund VI, L.P. / TransMontaigne Partners L.P.			12.6	%			9.2	%			7.4	%
11/08/18		Western Gas Equity Partners, LP / Western Gas Partners, LP			7.6	%			62.4	%			55.2	%
10/22/18		EnLink Midstream, LLC / EnLink Midstream Partners, LP			1.1	%			(0.5	%)			1.5	%

 

44

The median and mean premiums are set forth below:

 

Premium (All Transactions)		Median		Mean
1-Day Prior Spot		13.5%		17.5%
20-Day VWAP(1)		15.5%		17.6%
60-Day VWAP(1)		13.7%		16.8%
Premium (Stock-for-Unit and Cash and Stock-for-Unit Transactions)		Median		Mean
1-Day Prior Spot		9.3%		9.8%
20-Day VWAP(1)		6.7%		8.5%
60-Day VWAP(1)		10.1%		8.7%

 

(1)

VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of the acquiror’s shares/units on the last trading day prior to announcement plus any cash received, by the 20-trading day or 60-trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement.

Evercore applied relevant merger and buy-in premiums of 5.0% to 15.0% to the GPP Common Unit price and 0.0% to 15.0% to the 20-Day VWAP and 60-Day VWAP as of May 3, 2023 to determine an implied equity value per unit of $12.91 to $15.10.

Analysis of GPRE

Assumptions with Respect to GPRE

Evercore performed a series of analyses to derive indicative valuation ranges for the shares of GPRE Common Stock. Evercore performed its analyses utilizing the GPRE Financial Projections. A summary of the GPRE Financial Projections is available above under “—Unaudited Financial Projections of GPRE and GPP.” The GPRE Financial Projections were not adjusted by Evercore. Throughout the “Analysis of GPRE” section below, net debt and the number of fully-diluted shares of GPRE Common Stock assumes the redemption of GPRE’s $230 million 2.25% Convertible Notes due March 2027 if the median implied value per share of GPRE Common Stock was above $31.6250, and the number of fully-diluted shares of GPRE Common Stock assumes the exercise of Ospraie and BlackRock warrants if the median implied value per share of GPRE Common Stock was above $22.00, utilizing the treasury stock method at the median implied value per share of GPRE Common Stock for warrant redemptions.

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of GPRE by valuing the cash flows to be received by GPRE based on the GPRE Financial Projections during a four-and-a-half year period. Evercore calculated the per share value range for the shares of GPRE Common Stock by utilizing a range of discount rates based on GPRE’s WACC, as estimated by Evercore based on CAPM and terminal values based on a range of estimated EBITDA multiples and perpetuity growth rates.

Evercore assumed a range of discount rates of 10.5% to 11.5% based on GPRE’s WACC and applied both a range of EBITDA multiples of 6.5x to 7.5x and a range of perpetuity growth rates of 0.5% to 1.5% to GPRE’s terminal period EBITDA and cash flows, respectively, to derive a range of enterprise values. Evercore adjusted such enterprise values for projected debt, noncontrolling interest and cash as of June 30, 2023 and divided the resulting equity values by the number of projected fully-diluted shares of GPRE Common Stock outstanding as of June 30, 2023. The discounted cash flow analysis utilizing the EBITDA multiple terminal value methodology resulted in an implied equity value range per share of GPRE Common Stock of $36.93 to $43.21 based on the GPRE Financial Projections. The discounted cash flow analysis utilizing the perpetuity growth rate methodology

 

45

to calculate terminal value resulted in an implied equity value range per share of GPRE Common Stock of $38.23 to $47.25 based on the GPRE Financial Projections.

Evercore also performed a discounted cash flow analysis of GPRE by valuing the cash flows to be received based on the following sensitivities to assumptions utilized in the GPRE Financial Projections: (i) corn oil projections held flat at $0.70 per pound beginning in 2024, (ii) ultra-high protein price projections held flat at $550 per ton beginning in 2024, (iii) a 20% increase in projected ultra-high protein capital expenditures and (iv) a 12-month delay in clean sugar technology project completions at GPRE’s Shenandoah and other potential plants (the “GPRE Sensitivity Case”). Utilizing the same WACC, range of EBITDA multiples and range of perpetuity growth rates as applied to the GPRE Financial Projections, the discounted cash flow analysis based on the GPRE Sensitivity Case resulted in an implied equity value range per share of GPRE Common Stock of $24.52 to $29.50 utilizing the EBITDA multiple terminal value methodology and $24.72 to $31.69 utilizing the perpetuity growth rate methodology.

Peer Group Trading Analysis

Evercore performed a peer group trading analysis of GPRE by reviewing and comparing the market values and trading multiples of the following eight publicly-traded companies that Evercore deemed to have certain characteristics that are similar to those of GPRE:

 

Clean Fuels:

Enterprise Value ($MM)

Enterprise Value/2024E EBITDA

Enterprise Value/2025E EBITDA

Aemetis, Inc.

$

619

11.2x

3.9x

Darling Ingredients, Inc.

$

13,800

6.9x

6.7x

REX American Resources Corp.

$

657

7.1x

5.8x

Agriculture and Ingredients:

Alto Ingredients, Inc.

$

398

6.4x

4.7x

The Andersons, Inc.

$

2,617

6.8x

5.8x

Archer-Daniels-Midland Company

$

50,718

8.8x

8.6x

Bunge Limited

$

25,648

8.4x

9.1x

Ingredion Incorporated

$

8,861

7.1x

6.8x

Although the companies were utilized to value the GPRE Common Stock for purposes of this analysis, no company used in the Peer Group Trading Analysis is identical or directly comparable to GPRE. These entities were selected because they were deemed to be similar to GPRE in one or more respects, including the nature of their business, size, diversification and financial performance. No specific numeric or other similar criteria were used to select the peer group and all criteria were evaluated in their entirety without application of definitive qualifications or limitations to individual criteria. In order to calculate peer group trading multiples, Evercore relied on publicly-available filings with the SEC and equity research analyst estimates.

For the peer group corporations, Evercore calculated the following trading multiples:

 

•

Enterprise Value/2024E EBITDA, which is defined as Enterprise Value divided by estimated EBITDA for the calendar year 2024.

 

•

Enterprise Value/2025E EBITDA, which is defined as Enterprise Value divided by estimated EBITDA for the calendar year 2025.

 

46

The mean and median Enterprise Value to EBITDA trading multiples of the peer group corporations are set forth below.

 

Benchmark (Clean Fuels)		Mean				Median
Enterprise Value/2024E EBITDA			8.4x				7.1x
Enterprise Value/2025E EBITDA			5.5x				5.8x
Benchmark (Agriculture and Ingredients)		Mean				Median
Enterprise Value/2024E EBITDA			7.5x				7.1x
Enterprise Value/2025E EBITDA			7.0x				6.8x

The table below includes relevant multiple ranges selected by Evercore based on the resulting ranges of Enterprise Value to EBITDA multiples and certain other considerations related to the specific characteristics of GPRE noted by Evercore.

 

Benchmark		Reference Range
Enterprise Value/2024E EBITDA			6.5x – 7.5x
Enterprise Value/2025E EBITDA			6.0x – 7.5x

Based on the above Enterprise Value to EBITDA multiple reference ranges, Evercore determined an implied Enterprise Value range for GPRE of $1.295 billion to $1.495 billion based on 2024E EBITDA and $1.795 billion to $2.244 billion based on 2025E EBITDA. After adjusting for projected, debt and cash as of June 30, 2023, and dividing by the number of projected fully-diluted shares of GPRE Common Stock outstanding as of June 30, 2023, Evercore determined an implied equity value range per share of GPRE Common Stock of $15.17 to $18.49 based on 2024E EBITDA and $23.30 to $30.71 based on 2025E EBITDA from the GPRE Financial Projections.

Sum-of-the-Parts Precedent M&A Transaction Analysis

Evercore also performed a series of precedent M&A transaction analyses to derive an indicative valuation range for the shares of GPRE Common Stock based on a sum-of-the-parts approach aggregating the enterprise values of the distinct businesses segments of GPRE.

 

47

Evercore reviewed transactions involving ethanol production facilities announced since April 2014 and selected 15 transactions, although Evercore noted that none of the entities that participated in the selected transactions were directly comparable to GPRE and none of the selected transactions were directly comparable to the Merger:

 

Date Announced		Acquiror / Target (Seller)		EBITDA Multiple
Sep-21		Granite Falls Energy, LLC / Heron Lake BioEnergy, LLC			NA
Jun-21		POET, LLC / Ethanol Assets of Flint Hills Resources (Flint Hills Resources)			NA
Apr-21		Seaboard Energy California, LLC / Alto Fuel Ethanol Production Facility (Alto Ingredients, Inc.)			NA
Jan-21		GreenAmerica Biofuels Ord LLC / Ethanol Plant in Ord, Nebraska (Green Plains Inc.)			NA
Mar-20		Aurora Cooperative Elevator Company / Remaining 74% interest in Pacific Aurora (Pacific Ethanol)			NA
Aug-19		Glacial Lakes Energy / Aberdeen and Huron Ethanol Plants (Advanced BioEnergy)			NA
Oct-18		Valero Renewable Fuels / Three Ethanol Plants (Green Plains Inc.)			NA
Jun-17		Pacific Ethanol, Inc. / Illinois Corn Processing, LLC			NA
Oct-16		Green Plains Inc. / Ethanol Plant (Fleischmanns Vinegar Co. Inc.)			9.5x
Jun-16		Green Plains Inc. / Abengoa Bioenergy Ethanol Plant (Vireol Bio Energy LLC)			NA
Mar-16		Renewable Energy Group Inc. / Ethanol Assets (Sanimax Energy LLC)			NA
Nov-15		Green Plains Inc. / Ethanol Production Facility (Murphy USA, Inc.)			NA
Aug-15		Renewable Energy Group Inc. / 50% Stake in Ethanol Plant in South Dakota (Imperium Renewables Inc.)			NA
Jul-15		Pacific Ethanol, Inc. / Aventine Renewable Energy Holdings, Inc			9.3x
Apr-14		CHS, Inc. / Ethanol Plant (Illinois River Energy, LLC)			NA

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected precedent transactions were equal to 9.4x and 9.4x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to 2024E EBITDA and Enterprise Value to 2025E EBITDA of 5.0x to 8.0x. Evercore then applied these ranges of selected multiples to 2024E and 2025E EBITDA for GPRE’s Fuel Ethanol and Corn Oil segments.

Evercore also reviewed transactions involving animal feed businesses announced since October 2017 and selected 5 transactions, although Evercore noted that none of the entities that participated in the selected transactions were directly comparable to GPRE and none of the selected transactions were directly comparable to the Merger:

 

Date Announced		Acquiror / Target (Seller)		EBITDA Multiple
Jan-22		Benson Hill, Inc. / ZFS Creston LLC			15.8x
Oct-19		One Rock Capital Partners / Innophos Holdings, Inc.			7.8x
May-18		Tyson Foods, Inc. / Poultry Rendering and Blending Assets (American Proteins, Inc.)			10.0x
Jul-18		Archer-Daniels-Midland Company / Neovia Sàrl			14.1x
Oct-17		Cooke Inc. / Omega Protein Corporation			7.9x

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected animal feed transactions were equal to 11.1x and 10.0x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to 2024E EBITDA of 8.0x to 12.0x and Enterprise Value to 2025E

 

48

EBITDA of 8.0x to 10.0x. Evercore then applied these ranges of selected multiples to 2024E and 2025E EBITDA for GPRE’s Ultra-high Protein and Clean Sugar segments.

Evercore aggregated the implied enterprise value ranges of each of GPRE’s business segments as of December 31, 2024 and December 31, 2025 and discounted such combined enterprise value at the mid-point of GPRE’s WACC of 11.0% to derive a range of enterprise values. Evercore adjusted such enterprise values for debt and cash as of June 30, 2023, and then divided the result by the number of fully-diluted shares of GPRE Common Stock outstanding as of June 30, 2023, resulting in an implied equity value range per share of GPRE Common Stock of $15.82 to $30.11 using 2024E EBITDA and $21.79 to $35.65 using 2025E EBITDA.

Merger Consideration Summary

Evercore analyzed the implied value of the GPP Common Units resulting from the various valuation methodologies utilized to value the GPP Common Units based on the GPP Financial Projections and the implied value of the Merger Consideration based on the value of the shares of GPRE Common Stock utilizing the GPRE Financial Projections. These valuation methodologies included the Discounted Cash Flow Analyses, the Discounted Distributions Analysis for GPP, the Peer Group Trading Analyses, and the Precedent Transaction Analyses.

Evercore also analyzed the implied value of the GPP Common Units resulting from the Discounted Cash Flow Analysis and Discounted Distribution Analysis based on the GPP Sensitivity Cases and the implied value of the Merger Consideration based on the value of the shares of GPRE Common Stock utilizing the Discounted Cash Flow Analysis based on the GPRE Sensitivity Case.

For each analysis, Evercore compared the resulting range of implied values of the Merger Consideration to the corresponding range of implied values of the GPP Common Units and noted that, in each case, the range of implied values of the Merger Consideration was within or above the range of implied values of the GPP Common Units.

Other Presentations by Evercore

In addition to the presentation made to the Conflicts Committee on September 16, 2023, the date on which Evercore rendered its opinion, as described above, Evercore also delivered preliminary presentation materials to the Conflicts Committee on or around June 30, 2023, July 2, 2023, July 7, 2023, July 25, 2023, July 31, 2023, August 1, 2023, August 3, 2023, August 8, 2023 and September 8, 2023 (the “Preliminary Presentation Materials”). Each of the analyses performed in the Preliminary Presentation Materials was subject to further updating and subject to the final analyses presented to the Conflicts Committee on September 16, 2023 by Evercore. Each of these analyses was necessarily based on financial, economic, monetary, market, regulatory and other conditions and circumstances as they existed and as could be evaluated by Evercore as of the dates on which Evercore performed such analyses. Accordingly, the results of the financial analyses may have differed due to changes in those conditions and other information.

The materials dated June 30, 2023 and filed as Exhibit (c)(5) to the Schedule 13E-3 filed with the SEC in connection with the Merger included (i) an overview of the proposed transaction and related economics, (ii) an overview of the ethanol storage, ethanol production and food ingredients markets, (iii) a review of GPP’s structure and historical and forecasted performance, (iv) a preliminary valuation of the GPP Common Units, (v) a review of GPRE’s structure and historical and forecasted performance, (vi) a preliminary valuation of the shares of GPRE Common Stock and (vii) an analysis of the proposed exchange ratio.

The materials dated July 2, 2023 and filed as Exhibit (c)(6) to the Schedule 13E-3 filed with the SEC in connection with the Merger summarized the proposed 0.3913x exchange ratio relative to various prices.

 

49

The materials dated July 7, 2023 and filed as Exhibit (c)(7) to the Schedule 13E-3 filed with the SEC in connection with the Merger summarized the proposed 0.3913x exchange ratio relative to various prices.

The materials dated July 25, 2023 and filed as Exhibit (c)(8) to the Schedule 13E-3 filed with the SEC in connection with the Merger summarized the proposed 0.4030x exchange ratio relative to various prices.

The materials dated July 31, 2023 and filed as Exhibit (c)(9) to the Schedule 13E-3 filed with the SEC in connection with the Merger summarized the proposed 0.4030x exchange ratio relative to various prices.

The materials dated August 1, 2023 and filed as Exhibit (c)(10) to the Schedule 13E-3 filed with the SEC in connection with the Merger summarized the proposed 0.4030x exchange ratio relative to various prices.

The materials dated August 3, 2023 and filed as Exhibit (c)(11) to the Schedule 13E-3 filed with the SEC in connection with the Merger summarized the proposed 0.4304x exchange ratio relative to various prices.

The materials dated August 8, 2023 and filed as Exhibit (c)(12) to the Schedule 13E-3 filed with the SEC in connection with the Merger included an updated (i) overview of the proposed transaction and related economics, (ii) overview of the ethanol storage, ethanol production and food ingredients markets, (iii) review of GPP’s structure and historical and forecasted performance, (iv) preliminary valuation of the GPP Common Units, (v) review of GPRE’s structure and historical and forecasted performance, (vi) preliminary valuation of the shares of GPRE Common Stock and (vii) analysis of the proposed 0.4304x exchange ratio.

The materials dated September 8, 2023 and filed as Exhibit (c)(13) to the Schedule 13E-3 filed with the SEC in connection with the Merger included an updated (i) overview of the proposed transaction and related economics, (ii) overview of the ethanol storage, ethanol production and food ingredients markets, (iii) review of GPP’s structure and historical and forecasted performance, (iv) preliminary valuation of the GPP Common Units, (v) review of GPRE’s structure and historical and forecasted performance, (vi) preliminary valuation of the shares of GPRE Common Stock and (vii) analysis of the proposed Merger Consideration.

General

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Evercore. In connection with the review of the Merger, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion to the Conflicts Committee. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the Merger Consideration. No company or partnership used in the above analyses as a comparison is directly comparable to GPP or GPRE, and no precedent transaction used is directly comparable to the Merger. Furthermore, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the corporations or partnerships used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of GPP, GPRE and their respective advisors.

Evercore prepared these analyses for the information and benefit of the Conflicts Committee and for the purpose of providing an opinion to the Conflicts Committee as to whether the Merger Consideration is fair, from

 

50

a financial point of view, to the GPP Unaffiliated Unitholders. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the opinion was approved by an opinion committee of Evercore.

Except as described above, the Conflicts Committee imposed no other instruction or limitation on Evercore with respect to the investigations made or the procedures followed by Evercore in rendering its opinion. The terms and conditions of the Transaction Documents and the related terms and conditions of the transaction were determined through negotiations between the Conflicts Committee and GPRE. Evercore did not recommend any specific consideration to the Conflicts Committee or recommend that any specific consideration constituted the only appropriate consideration in the Merger. Evercore’s opinion was only one of many factors considered by the Conflicts Committee in its evaluation of the Merger and should not be viewed as determinative of the views of the Conflicts Committee with respect to the Merger or the Merger Consideration.

Under the terms of Evercore’s engagement letter with GPP and the Conflicts Committee, GPP agreed to pay Evercore a fee of $1,000,000 upon rendering its opinion and a closing fee of $1,250,000 upon closing of the Merger. Evercore also received a retainer fee of $500,000 upon execution of its engagement letter with GPP and the Conflicts Committee. In addition, GPP has agreed to reimburse Evercore for certain reasonable out-of-pocket expenses (including legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore and any of its members, partners, officers, directors, advisors, representatives, employees, agents, affiliates or controlling persons, if any, against certain liabilities and expenses arising out of its engagement, or to contribute to payments which any of such persons might be required to make with respect to such liabilities. Evercore’s engagement letter with GPP and the Conflicts Committee includes a consent to reproduce Evercore’s opinion in full, together with a summary of such opinion and the related analysis, in certain SEC filings related to the Merger, including this consent solicitation statement/prospectus.

During the two-year period prior to the date hereof, Evercore and its affiliates have not been engaged to provide financial advisory or other services to GPP or GPRE or their affiliates and Evercore has not received any compensation from GPP or GPRE or their affiliates during such period. Evercore and its affiliates may provide financial advisory or other services to GPP and GPRE or their affiliates in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to GPP, GPRE, and/or any of their respective affiliates or persons that are competitors, customers or suppliers of GPP or GPRE and/or any of their respective affiliates.

Interests of Certain Persons in the Merger

GPP Limited Partners should be aware that GPP is controlled by GPRE through GPRE’s 100% ownership of the General Partner. The General Partner owns all of the outstanding general partner interests in GPP. As a result, GPRE appoints the members of the GP Board and thereby could be seen as controlling all of GPP’s decisions, other than those involving certain conflicts of interest with GPRE or that require an affirmative vote of the GPP Limited Partners pursuant to the Partnership Agreement. In addition, as of November 30, 2023, GPRE beneficially owned 11,586,548 GPP Common Units, representing approximately 49.8% of the outstanding GPP Common Units.

 

51

Common Directors and Executive Officers

Certain persons associated with GPRE have a relationship with GPP and the GP Board.

 

•

Todd A Becker, who serves as the Chairman of the GP Board and as the President and Chief Executive Officer of the General Partner, also serves as a member of the GPRE Board and as the President and Chief Executive Officer of GPRE.

 

•

James E. Stark, who serves as the Chief Financial Officer of the General Partner, also serves as the Chief Financial Officer of GPRE.

 

•

James F. Hebert II, who serves as the Chief Human Resources Officer of the General Partner, also serves as the Chief Human Resources Officer of GPRE.

 

•

Michelle S. Mapes, who serves as a member of the GP Board and as the Chief Legal and Administration Officer of the General Partner, also serves as the Chief Legal and Administration Officer and Corporate Secretary of GPRE.

 

•

G. Patrich Simpkins Jr., who serves as a member of the GP Board and as the Chief Transformation Officer of the General Partner, also serves as the Chief Transformation Officer of GPRE.

 

•

Grant D. Kadavy, who serves as the Executive Vice President—Commercial Operations of the General Partner, also serves as the Executive Vice President—Commercial Operations of GPRE.

 

•

Chris G. Osowski, who serves as the Executive Vice President—Operations and Technology of the General Partner, also serves as the Executive Vice President—Operations and Technology of GPRE.

Directors and Executive Officers of GPRE After the Merger

The directors and executive officers of GPRE prior to the Merger are expected to continue as directors and executive officers of GPRE after the Merger.

Security Ownership of Directors and Executive Officers

The table below sets forth, as of November 30, 2023, the beneficial ownership of GPRE Common Stock and GPP Common Units held by: (i) any person known by GPRE and GPP to be the beneficial owner of more than 5% of the outstanding shares of GPRE Common Stock or GPP Common Units; (ii) the directors and Named Executive Officers of the General Partner, individually and as a group; and (iii) the directors and Named Executive Officers of GPRE, individually and as a group.

 

52

The amounts and percentage of units or shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he or she has no economic interest. Except as indicated by footnote, the persons named in the tables below have sole voting and investment power with respect to all shares of GPRE Common Stock and GPP Common Units shown as beneficially owned by them, subject to community property laws where applicable. Unless indicated otherwise by footnote, the address of each person or entity named in the table is 1811 Aksarben Drive, Omaha, Nebraska 68106.

 

		Shares of GPRE Common Stock Beneficially Owned(1)				Percent of Class				GPP Common Units Beneficially Owned(1)				Percent of Class
Name of Beneficial Owner
Todd A. Becker			689,967				1.1	%			2,856				*
Alain Treuer(2)			292,970				*				—				—
G. Patrich Simpkins Jr.			207,452				*				5,000				*
Jim Anderson			116,406				*				—				—
Brian Peterson(3)			47,427				*				6,000				*
Michelle S. Mapes			30,153				*				14,242				*
Leslie van der Meulen			31,546				*				—				—
Ejnar Knudsen			36,913				*				—				—
James E. Stark			20,095				*				—				—
Chris G. Osowski			15,837				*				—				—
Kimberly Wagner			15,642				*				—				—
Martin Salinas Jr.			9,480				*				34,703				*
Farha Aslam			8,708				*				—				—
Clayton C. Killinger			—				—				69,087				*
Jerry L. Peters			7,000				*				52,783				*
Brett C. Riley			—				—				51,718				*
All directors and named executive officers of GPRE as a group (13 persons)			1,522,596				2.5	%			56,801				*
All directors and named executive officers of the General Partner as a group (8 persons)			970,504				1.6	%			195,686				*
Other 5% or more GPRE Shareholders / GPP Unitholders
Green Plains Inc.(4)			—				—				11,586,548				49.8	%
Blackrock, Inc.(5)			11,990,041				19.4	%			—				—
State Street Corporation(6)			4,359,232				7.0	%			—				—
Ancora Holdings Group, LLC(7)			4,190,970				6.8	%			—				—
The Vanguard Group, Inc.(8)			4,180,734				6.8	%			—				—
Franklin Mutual Advisers, LLC(9)			3,718,750				6.0	%			—				—
Grantham, Mayo, Van Otterloo & Co. LLC(10)			3,220,144				5.2	%			—				—
No Street GP LP(11)			—				—				2,095,951				9.0	%

 

*	Represents less than 1 percent.

 

53

(1)	As of November 30, 2023, there were (i) 61,899,198 shares of GPRE Common Stock outstanding, which includes 59,513,087 shares of GPRE Common Stock outstanding and 2,386,111 warrants exercisable for shares of GPRE Common Stock and (ii) 23,264,833 GPP Common Units outstanding.

(2)	Includes 252,999 shares of GPRE Common Stock owned by Mr. Treuer’s wife.

(3)	Includes 15,000 shares of GPRE Common Stock that Mr. Peterson owns jointly with his child.

(4)	GPRE is the sole owner of 100% of the membership interests in the General Partner. The amount reported in the table above does not include the 2.0% general partner interest in GPP held by the General Partner.

(5)

BlackRock, Inc. (“Blackrock”) has sole voting power with respect to 11,919,967 shares of GPRE Common Stock and sole dispositive power with respect to 11,990,041 shares of GPRE Common Stock. This information is based solely on BlackRock’s most recent Schedule 13G/A filed with the SEC on February 2, 2023. The principal business address of BlackRock is 55 East 52nd Street, New York, NY 10055.

(6)

State Street Corporation (“State Street”) has shared voting power with respect to 4,242,771 shares of GPRE Common Stock and shared dispositive power with respect to 4,359,232 shares of GPRE Common Stock. This information is based solely on State Street’s most recent Schedule 13G/A filed with the SEC on February 9, 2023. The principal business address of State Street is 1 Lincoln Street, Boston, MA 02111.

(7)

Ancora Holdings Group, LLC (“Ancora”) has shared voting power with respect to 4,190,970 shares of GPRE Common Stock and shared dispositive power with respect to 4,190,970 shares of GPRE Common Stock. Consists of (i) 28,883 shares of GPRE Common Stock owned directly by Ancora Merlin, LP; (ii) 303,033 shares of GPRE Common Stock beneficially owned directly by Ancora Merlin Institutional, LP; (iii) 29,992 shares of GPRE Common Stock beneficially owned directly by Ancora Catalyst, LP; (iv) 300,401 shares of GPRE Common Stock beneficially owned directly by Ancora Catalyst Institutional, LP; (v) 482,048 shares of GPRE Common Stock beneficially owned directly by Ancora Impact Fund LP—   Series Q; (vi) 1,224,110 shares of GPRE Common Stock beneficially owned directly by Ancora Impact Fund LP Series S; (vii) 1,077,110 shares of GPRE Common Stock beneficially owned directly by Ancora Impact Fund SPC Ltd Segregated Portfolio H; (viii) 738,910 shares of GPRE Common Stock held in certain separately managed accounts advised by Ancora Alternatives LLC; (ix) 3,359 shares of GPRE Common Stock held in certain separately managed accounts advised by Ancora Advisors, LLC; and (x) 3,124 shares of GPRE Common Stock held in certain separately managed accounts advised by Ancora Family Wealth Advisors, LLC. Ancora is the sole member of each of Ancora Alternatives LLC, which also serves as investment advisor to certain funds listed above, Inverness Holdings LLC and The Ancora Group LLC. Inverness Holdings is the sole member of Ancora Family Wealth Advisors, LLC and The Ancora Group LLC is the sole member of Ancora Advisors, LLC. Mr. Frederick DiSanta as the Chairman and Chief Executive Officer of Ancora may be deemed to beneficially own all 4,190,970 shares of GPRE Common Stock. Each person has shared voting power and shared dispositive power with respect to his or its respective reported shares of GPRE Common Stock. Each of the persons disclaims beneficial ownership of the securities that he or it does not directly own. This information is based solely on Ancora’s most recent Schedule 13D/A filed with the SEC on January 31, 2023. The principal business address of Ancora is 6060 Parkland Boulevard, Suite 200, Cleveland, Ohio 44124.

(8)

The Vanguard Group, Inc. (“Vanguard”) has shared voting power with respect to 37,766 shares of GPRE Common Stock, sole dispositive power with respect to 4,092,777 shares of GPRE Common Stock and shared dispositive power with respect to 87,957 shares of GPRE Common Stock. This information is based solely on Vanguard’s most recent Schedule 13G/A filed with the SEC on February 9, 2023. The principal business address of Vanguard is 100 Vanguard Boulevard, Malvern, PA 19355.

(9)

Franklin Mutual Advisers, LLC (“Franklin”) has sole voting power over 3,529,362 shares of GPRE Common Stock and sole dispositive power over 3,718,750 shares of GPRE Common Stock. This information is based solely on Franklin’s Schedule 13G filed with the SEC on January 31, 2023. The principal business address of Franklin is 101 John F. Kennedy Parkway, Short Hills, NJ 07078.

(10)

Grantham, Mayo, Van Otterloo & Co. LLC (“GMV”) has sole voting power with respect to 3,220,144 shares of GPRE Common Stock and sole dispositive power with respect to 3,220,144 shares of GPRE Common Stock. This information is based solely on GMV’s Schedule 13G filed with the SEC on February 13, 2023. The principal business address of GMV is 40 Rowes Wharf, Boston, MA 02110.

 

54

(11)

No Street GP LP (“No Street”) has shared voting power with respect to 2,095,951 GPP Common Units and shared dispositive power with respect to 2,095,951 GPP Common Units. This information is based solely on No Street’s most recent Schedule 13G/A filed with the SEC on February 14, 2023. The principal business address of No Street is 505 Montgomery Street, San Francisco, CA 94111.

Golden Parachute Compensation

No executive officer or director of the General Partner is entitled to or will receive any severance payments or “golden parachute compensation” in connection with Merger.

No Appraisal Rights

GPP Unaffiliated Unitholders will not have appraisal rights in connection with the Merger under applicable law or contractual appraisal rights under the Partnership Agreement or the Merger Agreement.

Fees and Expenses

Except for a party’s expense reimbursement obligations in connection with the termination of the Merger Agreement, generally, all fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement will be the obligation of the respective party incurring such fees and expenses. Expenses incurred in connection with the filing, printing and mailing of this consent solicitation statement/prospectus and the related Schedule 13E-3 (other than the expenses of financial advisors or outside legal advisors) will be paid 50% by GPRE and 50% by GPP. In addition, GPRE will pay all of the costs and fees of the exchange agent and all expenses associated with the exchange process. Total fees and expenses incurred or to be incurred by GPRE and GPP in connection with the Merger are estimated at this time to be as follows:

 

		Amount to be Paid by GPRE				Amount to be Paid by GPP
Financial advisory fee and expenses		$	3,500,000			$	2,774,200
Legal, accounting and other professional fees		$	1,402,700			$	925,000
Consent solicitation, printing and mailing costs and fees		$	222,500			$	222,500
Transfer agent and paying agent/exchange agent fees and expenses		$	15,000			$	15,000
Insurance premiums and other costs and expenses		$	24,300			$	—
Total		$	5,164,500			$	3,936,700

Financing of the Merger

The total amount of funds necessary to consummate the Cash Consideration portion of the Merger Consideration is anticipated to be approximately $23.3 million based on the $2.00 to be received by GPP Unaffiliated Unitholders for each GPP Public Common Unit owned by them, plus approximately $6.2 million relating to unpaid quarterly cash distributions declared by the General Partner and calculated in accordance with the terms of the Merger Agreement, assuming that the Closing Date is January 15, 2024. GPRE expects to fund the Cash Consideration with cash on hand.

Regulatory Matters

In connection with the Merger, GPRE and GPP each intend to make all required filings under the Securities Act and the Exchange Act, as well as any required filings or applications with Nasdaq. GPRE and GPP are unaware of any other requirement for the filing of information with, or the obtaining of the approval of, governmental authorities in any jurisdiction that is required for the consummation of the Merger.

 

55

The Merger is not reportable under the HSR Act, and therefore, no filings with respect to the Merger were required with the FTC or the Antitrust Division of the DOJ.

Listing of the GPRE Common Stock to be Issued in the Merger; Delisting and Deregistration of the GPP Common Units

GPRE expects to obtain approval to list the shares of GPRE Common Stock to be issued pursuant to the Merger Agreement on Nasdaq, which approval is a condition to the Closing, subject to official notice of issuance. Upon completion of the Merger, the GPP Common Units will cease to be listed on Nasdaq and will be subsequently deregistered under the Exchange Act.

Post-Closing Status of GPP

After the consummation of the Merger, it is expected that GPP will remain an indirect, wholly owned subsidiary of GPRE.

Provisions for GPP Unaffiliated Unitholders

No provision has been made to grant GPP Unaffiliated Unitholders access to the files of the GPRE Parties or the General Partner or to obtain counsel or appraisal services at the expense of the foregoing parties.

Accounting Treatment

The Merger will be accounted for in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 810—Overall—Changes in a Parent’s Ownership Interest in a Subsidiary. As GPRE controls GPP through its direct ownership of the General Partner and will continue to control GPP after the Merger, the change in GPRE’s ownership interest in GPP will be accounted for as an equity transaction, and no gain or loss will be recognized in GPRE’s consolidated statements of operations. Also, in accordance with ASC 740—Income Taxes, the income tax effects of the Merger are presented in additional paid-in capital.

Additionally, after the Closing, GPRE will no longer reflect the ownership interest in GPP held by the GPP Unaffiliated Unitholders prior to the Closing as noncontrolling interests on GPRE’s consolidated balance sheet nor will GPRE attribute a portion of GPP’s net income to these former unitholders on its consolidated statements of operations.

Litigation Relating to the Merger

Since the initial public announcement of the Merger by GPRE and GPP on September 18, 2023, to the knowledge of GPRE and GPP as of the date hereof, none of GPRE, GPP, the General Partner, Merger Sub or Holdings has been named as a defendant in any lawsuit relating to the Merger.

No GPRE Shareholder Approvals

The approval of the Merger Agreement and the Merger by GPRE does not require the affirmative vote or consent of the GPRE Shareholders.

 

56

SELECTED HISTORICAL FINANCIAL INFORMATION OF GPRE

The selected historical consolidated financial data of GPRE for each of the years ended 2022, 2021 and 2020 and at December 31, 2022 and 2021 have been derived from the GPRE’s audited consolidated financial statements and related notes contained in its Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 10, 2023, which are incorporated by reference into this consent solicitation statement/prospectus. The selected historical consolidated financial data for the years ended 2019 and 2018 and at December 31, 2020, 2019 and 2018 have been derived from GPRE’s audited consolidated financial statements, which have not been incorporated by reference into this consent solicitation statement/prospectus. The selected historical consolidated financial data at September 30, 2023 and for the nine months ended September 30, 2023 and 2022 have been derived from GPRE’s unaudited consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 filed with the SEC on October 31, 2023, which are incorporated by reference into this consent solicitation statement/prospectus. The selected historical financial data at September 30, 2022 has been derived from GPRE’s unaudited consolidated financial statements, which have not been incorporated by reference into this consent solicitation statement/prospectus.

The information set forth below is only a summary and is not necessarily indicative of the future operating results of GPRE and should be read together with GPRE’s audited consolidated financial statements, the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in GPRE’s Annual Report on Form 10-K for the year ended December 31, 2022 and GPRE’s unaudited consolidated financial statements, the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in GPRE’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, which are incorporated by reference into this consent solicitation statement/prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page 129 of this consent solicitation statement/prospectus.

 

57

Selected Historical Financial Information of GPRE

 

Consolidated Statements of Operations Data		Nine Months Ended September 30,								Year Ended December 31,
(in thousands, except per share information)		2023				2022				2022				2021				2020				2019(1)				2018(1)(2)
Revenues		$	2,583,351			$	2,748,806			$	3,662,849			$	2,827,168			$	1,923,719			$	2,417,238			$	2,983,932
Costs and expenses			2,661,197				2,824,747				3,761,797				2,801,660				2,046,415				2,559,808				2,893,978
Operating income (loss) from continuing operations(3)			(77,846	)			(75,941	)			(98,948	)			25,508				(122,696	)			(142,570	)			89,954
Total other income (expense)(4)			(16,316	)			4,852				247				(68,509	)			(38,434	)			(30,372	)			(84,310	)
Net income (loss) from continuing operations including noncontrolling interest			(94,162	)			(71,089	)			(103,377	)			(44,146	)			(89,654	)			(148,829	)			25,195
Net income from discontinued operations, net of income taxes			—				—				—				—				—				829				11,539
Net income (loss)			(88,277	)			(71,055	)			(103,377	)			(44,146	)			(89,654	)			(148,000	)			36,734
Net income (loss) attributable to GPRE		$	(100,617	)		$	(88,602	)		$	(127,218	)		$	(65,992	)		$	(108,775	)		$	(166,860	)		$	15,923
Basic and diluted earnings per share
Earnings (loss) per share from continuing operations		$	(1.71	)		$	(1.62	)		$	(2.29	)		$	(1.41	)		$	(3.14	)		$	(4.40	)		$	0.11
Earnings per share from discontinued operations			—				—				—				—				—				0.02				0.28
Earnings (loss) per share attributable to GPRE		$	(1.71	)		$	(1.62	)		$	(2.29	)		$	(1.41	)		$	(3.14	)		$	(4.38	)		$	0.39
Consolidated Balance Sheets Data		September 30,								Year Ended December 31,
(in thousands)		2023				2022				2022				2021				2020				2019(1)				2018(1)
Cash and cash equivalents		$	326,701			$	420,838			$	444,661			$	426,220			$	233,860			$	245,977			$	251,681
Current assets			757,543				935,613				928,750				1,117,749				642,353				667,913				1,206,642
Total assets			1,951,144				2,101,540				2,123,131				2,159,755				1,578,917				1,698,218				2,216,432
Total current liabilities			402,472				420,602				486,922				471,804				452,556				541,791				833,700
Long-term debt			491,945				495,269				495,243				514,006				287,299				243,990				298,110
Total liabilities			976,648				988,306				1,062,065				1,057,736				802,253				832,932				1,153,443
Noncontrolling interests			146,347				151,192				151,035				151,519				129,812				113,381				116,170
Stockholders’ equity			974,496				1,113,234				1,061,066				1,102,019				776,664				865,286				1,062,989

 

(1)	The assets and liabilities and results of operations of Green Plains Cattle Company LLC prior to its divestiture on September 1, 2019 have been reclassified as discontinued operations.

(2)	Fiscal year 2018 includes approximately eleven months of operations of the Bluffton, Indiana, Lakota, Iowa, Riga, Michigan and the Hopewell, Virginia ethanol plants, as well as Fleischmann’s Vinegar Company, Inc.

(3)

Nine months ended September 30, 2023 includes an inventory lower of cost or net realizable value adjustment of $1.7 million and a gain on sale of assets of $5.7 million. Fiscal year 2022 includes an inventory lower of cost or net realizable value adjustment of $12.3 million. Fiscal year 2021 includes the $29.6 million net gain on sale of assets primarily from the sale of the Ord, Nebraska ethanol plant. Fiscal year 2020 includes the goodwill impairment charge of $24.1 million, the $22.4 million loss on sale of assets, net from the sale of the Hereford, Texas ethanol plant and the $1.5 million gain from the sale of Green Plains Cattle Company. Fiscal year 2018 includes the $150.4 million gain on the sale of the Bluffton, Indiana, Lakota, Iowa, and Riga, Michigan ethanol plants, as well as Fleischmann’s Vinegar Company, Inc.

 

58

(4)

Other income for nine months ended September 30, 2023 includes a grant received from the USDA related to the Biofuel Producer Program of $3.4 million. Other income for fiscal year 2022 includes a grant received from the USDA related to the Biofuel Producer Program of $27.7 million. Fiscal year 2021 includes a loss on extinguishment of convertible notes of $22.1 million and a loss on settlement of convertible notes of $9.5 million. Fiscal year 2019 includes the $4.8 million gain related to the sale of GPRE’s 50% interest in JGP Energy Partners LLC.

 

59

SELECTED HISTORICAL FINANCIAL INFORMATION OF GPP

The selected historical consolidated financial data of GPP for each of the years ended 2022, 2021 and 2020 and at December 31, 2022 and 2021 have been derived from GPP’s audited consolidated financial statements and related notes contained in its Annual Report on Form 10-K for the year ended December 31, 2022 originally filed with the SEC on February 10, 2023, which are incorporated by reference into this consent solicitation statement/prospectus. The selected historical consolidated financial data for the years ended 2019 and 2018 and at December 31, 2020, 2019 and 2018 have been derived from GPP’s audited consolidated financial statements, which have not been incorporated by reference into this consent solicitation statement/prospectus. The selected historical consolidated financial data at September 30, 2023 and for the nine months ended September 30, 2023 and 2022 have been derived from GPP’s unaudited consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 filed with the SEC on October 31, 2023, which are incorporated by reference into this consent solicitation statement/prospectus. The selected historical financial data at September 30, 2022 has been derived from GPP’s unaudited consolidated financial statements, which have not been incorporated by reference into this consent solicitation statement/prospectus.

The information set forth below should be read together with GPP’s audited consolidated financial statements, the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in GPP’s Annual Report on Form 10-K for the year ended December 31, 2022, as amended, filed with the SEC on March 22, 2023, and GPP’s unaudited consolidated financial statements, the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in GPP’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, which are incorporated by reference into this consent solicitation statement/prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page 129 of this consent solicitation statement/prospectus.

Selected Historical Financial Information of GPP

 

Consolidated Statements of Operations Data		Nine Months Ended September 30,								Year Ended December 31,
(in thousands, except per share information)		2023				2022				2022				2021				2020				2019				2018
Revenues		$	61,443			$	58,820			$	79,767			$	78,452			$	83,345			$	82,387			$	100,748
Operating expenses			27,959				23,986				33,749				31,210				34,137				33,154				37,845
Operating income			33,484				34,834				46,018				47,242				49,208				49,233				62,903
Other expense			5,208				4,139				5,368				6,880				8,061				7,754				7,222
Net income			28,667				31,035				40,650				40,362				41,147				41,479				55,681
Earnings per limited partner unit (basic and diluted)
Common units		$	1.21			$	1.31			$	1.72			$	1.71			$	1.74			$	1.76			$	1.81
Subordinated units			—				—				—				—				—				—				1.71
Consolidated Balance Sheets Data		September 30,								Year Ended December 31,
(in thousands)		2023				2022				2022				2021				2020				2019				2018
Cash and cash equivalents		$	19,096			$	15,742			$	20,166			$	17,645			$	2,478			$	261			$	569
Current assets			32,598				33,886				34,573				33,045				17,994				17,429				16,616
Total assets			120,346				111,924				121,422				114,472				105,320				105,653				81,144
Current liabilities			27,723				22,815				25,669				22,482				119,082				155,812				8,188
Long-term debt			55,631				58,531				58,559				59,467				—				—				142,025
Total liabilities			121,443				110,056				120,672				112,169				151,782				181,400				153,598
Partners’ equity (deficit)			(1,097	)			1,868				750				2,303				(46,462	)			(75,747	)			(72,454	)

 

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SELECTED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following tables set forth selected unaudited pro forma condensed consolidated financial information for GPRE and GPP after giving effect to the Merger. The selected unaudited pro forma condensed consolidated financial information is derived from the unaudited pro forma condensed consolidated financial statements included in this consent solicitation statement/prospectus and should be read in conjunction with the section entitled “Unaudited Pro Forma Consolidated Financial Statements” and related notes included in this consent solicitation statement/prospectus beginning on page F-1.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

 

(in thousands)		As of September 30, 2023
Cash and cash equivalents		$	303,380
Current assets			734,222
Total assets			1,927,823
Current liabilities			408,311
Long-term debt			491,945
Total liabilities			982,487
Total Green Plains stockholders’ equity			931,956
Noncontrolling interests			13,380

Unaudited Pro Forma Condensed Consolidated Statements of Operations

 

(in thousands, except per share amounts)		Nine Months Ended September 30, 2023				Year Ended December 31, 2022
Revenues		$	2,583,351			$	3,662,849
Net loss			(84,015	)			(102,037	)
Net income (loss) attributable to noncontrolling interests			(1,354	)			1,769
Net loss attributable to controlling interests			(82,661	)			(103,806	)
Net loss per share (basic and diluted)		$	(1.30	)		$	(1.72	)

 

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QUESTIONS AND ANSWERS

The following questions and answers are intended to briefly address some questions that you, as a GPP Limited Partner, may have regarding the Merger, the Merger Agreement and the execution and delivery of written consents by the GPP Limited Partners with respect to the Merger Agreement and Merger. GPP and GPRE urge you to carefully read the remainder of this consent solicitation statement/prospectus because these questions and answers may not address all questions or provide all information that might be important to you with respect to the Merger, the Merger Agreement and the execution and delivery of written consents by the GPP Limited Partners with respect to the Merger Agreement and the Merger. Additional important information is also contained in the annexes and the documents incorporated by reference into this consent solicitation statement/prospectus. You may obtain the information incorporated by reference into this consent solicitation statement/prospectus without charge by following the instructions under “Where You Can Find More Information.”

 

Q.	Why am I receiving these materials?

 

A.

The approval of the Merger Agreement and the Merger by GPP requires the affirmative consent of the holders of a majority of the outstanding GPP Common Units. If you are a record holder of outstanding GPP Common Units as of the GPP Record Date, you may complete, date and sign the enclosed written consent and promptly return it to GPP. Pursuant to the terms of the Support Agreement, the Support Parties have irrevocably and unconditionally agreed to deliver the Written Consents following the effectiveness of the registration statement of which this consent solicitation statement/prospectus forms a part. As of September 16, 2023, the date of the Merger Agreement, the Support Parties collectively beneficially owned 11,661,429 GPP Common Units, representing approximately 50.1% of the outstanding GPP Common Units. Accordingly, the delivery of the Written Consent by the Support Parties will be sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the GPP Limited Partners.

This document constitutes both a prospectus of GPRE and a consent solicitation statement of GPP. This document is a prospectus because GPRE, in connection with the Merger, is offering GPRE Common Stock in exchange for the GPP Public Common Units outstanding immediately prior to the Effective Time. This document is a consent solicitation statement because GPP Limited Partners are being afforded the opportunity to sign a written consent approving the Merger using this document.

 

Q.	Why are GPRE and GPP proposing the Merger?

 

A.	GPRE and GPP believe that the Merger will benefit both GPRE Shareholders and GPP Unaffiliated Unitholders. See “Special Factors—Purpose and Reasons of the GPRE Parties for the Merger” and “Special Factors—Approval of the Conflicts Committee and the GP Board and the Reasons for their Approvals.”

 

Q.	What will GPP Unaffiliated Unitholders be entitled to receive in the Merger?

 

A.

If the Merger is successfully completed, subject to any applicable withholding tax, each GPP Unaffiliated Unitholder as of the Effective Time will be entitled to receive (i) 0.405 shares of GPRE Common Stock and (ii) the Cash Consideration in exchange for each GPP Common Unit held by such GPP Unaffiliated Unitholder at the Effective Time.

No fractional shares of GPRE Common Stock will be issued in the Merger; instead, all fractional shares of GPRE Common Stock to which a GPP Unaffiliated Unitholder otherwise would have been entitled will be aggregated and the resulting fraction will be rounded up to the nearest whole share of GPRE Common Stock. See “The Merger Agreement—The Merger; Effective Time; Closing.”

 

Q.	What will the GPRE Shareholders be entitled to receive in the Merger?

 

A.	The GPRE Shareholders will simply retain the GPRE Common Stock they currently own. They will not receive any additional shares of GPRE Common Stock in the Merger.

 

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