Green Plains Inc. (NASDAQ: GPRE) (“Green Plains”) and Green
Plains Partners LP (NASDAQ: GPP) (the “Partnership”) today
announced that they have entered into a definitive merger agreement
pursuant to which Green Plains will acquire all of the publicly
held common units of the Partnership not already owned by Green
Plains and its affiliates in exchange for a combination of Green
Plains common stock and cash.
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Under the merger agreement, each outstanding common unit of the
Partnership that Green Plains and its affiliates do not already own
will be converted into the right to receive 0.405 shares of Green
Plains common stock and $2.00 in cash, plus an amount of cash equal
to unpaid distributions 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, without
interest. Without taking into account the unpaid distribution
amount, the merger consideration represents a value of
approximately $15.69 per Partnership common unit as of September
15, 2023, which represents a premium of 20% to the closing price of
the Partnership’s common units of $13.08 on May 3, 2023, the day
immediately prior to Green Plains’ initial proposal to acquire all
of the publicly held common units of the Partnership not already
owned by Green Plains and its affiliates.
Green Plains expects that the proposed transaction will simplify
its corporate structure and governance, generate near-term earnings
and cash flow accretion, reduce SG&A expense related to the
Partnership, improve the credit quality of the combined enterprise
and align strategic interests between Green Plains shareholders and
the Partnership’s unitholders by regaining full ownership and
control of Green Plains’ total platform, including terminal
operations.
Additional Transaction Terms and Details
The conflicts committee of the board of directors of the
Partnership’s general partner (the “Conflicts Committee”),
comprised entirely of independent directors, after consultation
with its independent legal and financial advisors, unanimously
approved the definitive merger agreement and determined it to be in
the best interests of the Partnership, including the unitholders
unaffiliated with Green Plains. The transaction was also approved
by the board of directors of both Green Plains and the
Partnership’s general partner.
Upon consummation of the transaction, the Partnership will
become an indirect wholly owned subsidiary of Green Plains and the
Partnership’s common units will cease to be listed on Nasdaq and
will subsequently be deregistered under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).
The transaction is expected to close in the fourth quarter of
2023, subject to the approval of the holders of a majority of the
outstanding common units of the Partnership, the effectiveness of a
registration statement related to the issuance of the new shares of
Green Plains common stock to the Partnership’s unitholders and
other customary approvals and conditions. Pursuant to a support
agreement entered into in connection with the transaction, Green
Plains and certain holders of Partnership common units have agreed
to vote all of the Partnership common units that they own in favor
of the transaction. Green Plains and such holders currently own
approximately 50.1% of the outstanding Partnership common units,
collectively.
Advisors
BofA Securities is acting as exclusive financial advisor and
Latham & Watkins LLP is acting as legal advisor to Green
Plains. Evercore is acting as exclusive financial advisor and
Gibson, Dunn & Crutcher LLP is acting as legal advisor to the
Conflicts Committee.
About Green Plains Inc.
Green Plains Inc. (NASDAQ: GPRE) is a leading biorefining
company focused on the development and utilization of fermentation,
agricultural and biological technologies in the processing of
annually renewable crops into sustainable value-added ingredients.
This includes the production of cleaner low carbon biofuels,
renewable feedstocks for advanced biofuels and high purity alcohols
for use in cleaners and disinfectants. Green Plains is an
innovative producer of Ultra-High Protein and novel ingredients for
animal and aquaculture diets to help satisfy a growing global
appetite for sustainable protein. Green Plains Inc. currently owns
a 48.8% limited partner interest and a 2.0% general partner
interest in Green Plains Partners LP. For more information, visit
www.gpreinc.com.
About Green Plains Partners LP
Green Plains Partners LP (NASDAQ: GPP) is a fee-based Delaware
limited partnership formed by Green Plains Inc. to provide fuel
storage and transportation services by owning, operating,
developing and acquiring ethanol and fuel storage terminals,
transportation assets and other related assets and businesses. For
more information about Green Plains Partners LP, visit
www.greenplainspartners.com.
Forward-Looking Statements
All statements in this press release (and oral statements made
regarding the subjects of this communication), including those that
express a belief, expectation or intention, may be considered
forward-looking statements (as defined in Section 21E of the
Exchange Act and Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”)) that involve risks and
uncertainties that could cause actual results to differ materially
from projected results. Without limiting the generality of the
foregoing, forward-looking statements contained in this
communication include statements relying on a number of assumptions
concerning future events and are subject to a number of
uncertainties and factors, many of which are outside the control of
Green Plains and the Partnership, which could cause actual results
to differ materially from such statements. Accordingly, investors
should not place undue reliance on forward-looking statements as a
prediction of actual results. The forward-looking statements may
include, but are not limited to, statements regarding the expected
benefits of the proposed transaction to Green Plains and the
Partnership and their shareholders and unitholders, respectively;
the anticipated completion of the proposed transaction and the
timing thereof; and the expected future growth, dividends and
distributions of the combined company; and plans and objectives of
management for future operations. Forward-looking statements may be
identified by words such as “believe,” “intend,” “expect,” “may,”
“should,” “will,” “anticipate,” “could,” “estimate,” “plan,”
“predict,” “project” and variations of these words or similar
expressions (or the negative versions of such words or
expressions). While Green Plains and the Partnership believe that
the assumptions concerning future events are reasonable, they
caution that there are inherent difficulties in predicting certain
important factors that could impact the future performance or
results of their businesses. Among the factors that could cause
results to differ materially from those indicated by such
forward-looking statements are: the failure to realize the
anticipated costs savings, synergies and other benefits of the
proposed transaction; the possible diversion of management time on
transaction-related issues; local, regional and national economic
conditions and the impact they may have on Green Plains, the
Partnership and their customers; disruption caused by health
epidemics, such as the COVID-19 outbreak; conditions in the ethanol
and biofuels industry, including a sustained decrease in the level
of supply or demand for ethanol and biofuels or a sustained
decrease in the price of ethanol or biofuels; commodity market
risks, including those that may result from weather conditions; the
financial condition of Green Plains’ or the Partnership’s
customers; any non-performance by customers of their contractual
obligations; changes in customer, employee or supplier
relationships resulting from the proposed transaction; changes in
safety, health, environmental and other governmental policy and
regulation, including changes to tax laws; the results of any
reviews, investigations or other proceedings by government
authorities; and the performance of Green Plains and the
Partnership.
The foregoing list of factors is not exhaustive. The
forward-looking statements in this press release speak only as of
the date they are made and we assume no obligation and do not
intend to update or revise these forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by securities and other applicable laws. We have
based these forward-looking statements on our current expectations
and assumptions about future events. While our management considers
these expectations and assumptions to be reasonable, they are
inherently subject to significant business, economic, competitive,
regulatory and other risks, contingencies and uncertainties, most
of which are difficult to predict and many of which are beyond
Green Plains’ and the Partnership’s control. These risks,
contingencies and uncertainties relate to, among other matters, the
risks and uncertainties set forth in the “Risk Factors” section of
Green Plains’ and the Partnership’s respective Annual Report on
Form 10-K for the year ended December 31, 2022, and Quarterly
Reports on Form 10-Q for the three months ended March 31, 2023 and
June 30, 2023, respectively, each filed with the Securities and
Exchange Commission (the “SEC”), and any subsequent reports filed
with the SEC. These filings identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
sell or the solicitation of an offer to buy any securities pursuant
to the proposed transaction or otherwise, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
Additional Information and Where To Find It
In connection with the proposed transaction, Green Plains and
the Partnership expect to file relevant materials with the SEC,
including a registration statement on Form S-4 filed by Green
Plains, which will include a consent solicitation statement of the
Partnership and a prospectus of Green Plains. INVESTORS AND
SECURITY HOLDERS OF GREEN PLAINS AND THE PARTNERSHIP ARE ADVISED TO
CAREFULLY READ THE REGISTRATION STATEMENT, CONSENT SOLICITATION
STATEMENT/PROSPECTUS, AND ANY OTHER DOCUMENTS THAT HAVE BEEN FILED
OR MAY BE FILED WITH THE SEC (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION,
THE PARTIES TO THE PROPOSED TRANSACTION AND THE RISKS ASSOCIATED
WITH THE PROPOSED TRANSACTION. The consent solicitation
statement/prospectus, when available, will be sent to security
holders of the Partnership relating to the proposed transaction.
Investors and security holders may obtain a free copy of the
consent solicitation statement/prospectus (when available) and
other relevant documents (if and when available) filed by Green
Plains and the Partnership with the SEC from the SEC’s website at
www.sec.gov. Security holders and other interested parties will
also be able to obtain, without charge, a copy of the consent
solicitation statement/prospectus and other relevant documents
(when available) from www.gpreinc.com under the heading
“Financials” beneath the tab “Investors & Media” and then under
the subheading “SEC Filings.”
Participants in the Solicitation
Green Plains, the Partnership and their respective directors,
executive officers and certain other members of management may be
deemed to be participants in the solicitation of consents in
respect of the proposed transaction. Information about these
persons is set forth in Green Plains’ proxy statement relating to
its 2023 Annual Meeting of Shareholders, which was filed with the
SEC on March 29, 2023, and the Partnership’s Annual Report on Form
10-K for the year ended December 31, 2022, which was filed with the
SEC on February 10, 2023, as amended by Amendment No. 1 thereto,
which was filed with the SEC on March 22, 2023, and subsequent
statements of changes in beneficial ownership on file with the SEC.
Security holders and investors may obtain additional information
regarding the interests of such persons, which may be different
than those of the respective companies’ security holders generally,
by reading the consent solicitation statement/prospectus and other
relevant documents regarding the proposed transaction, which will
be filed with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20230918958215/en/
Investors: Phil Boggs | Executive Vice President,
Investor Relations | 402.884.8700 | phil.boggs@gpreinc.com
Media: Lisa Gibson | Communications Manager | 402.952.4971 |
lisa.gibson@gpreinc.com
Green Plains Partners (NASDAQ:GPP)
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Green Plains Partners (NASDAQ:GPP)
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