Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2023

_______________________________

GREEN PLAINS PARTNERS LP

(Exact name of registrant as specified in its charter)

_______________________________


Delaware	001-37469	47-3822258
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1811 Aksarben Drive

Omaha, Nebraska 68106

(Address of Principal Executive Offices) (Zip Code)

(402) 884-8700

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Units, Representing Limited Partner Interests

GPP

The Nasdaq Stock Market LLC

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On October 19, 2023, Green Plains Partners LP announced that the Board of Directors of its general partner declared a quarterly cash distribution of $0.455 per unit on all of its outstanding common units, or $1.82 per unit on an annualized basis, for the third quarter of 2023. The distribution is payable on November 10, 2023, to unitholders of record at the close of business on November 3, 2023.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report.


Exhibit No.						Description of Exhibit

99.1						Press Release, dated October 19 , 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Green Plains Partners LP

Date: October 19, 2023	By:	/s/ James E. Stark
		James E. Stark
		Chief Financial Officer (Principal Financial Officer)

Exhibit 99.1

Green Plains Partners Announces Quarterly Distribution

OMAHA, Neb., October 19, 2023 (BUSINESS WIRE) – Green Plains Partners LP (NASDAQ:GPP) today announced that the Board of Directors of its general partner declared a quarterly cash distribution of $0.455 per unit on all of its outstanding common units for the third quarter of 2023, or $1.82 per unit on an annualized basis. The distribution is payable on November 10, 2023, to unitholders of record at the close of business on November 3, 2023.

Qualified Notice

This release serves as qualified notice to brokers and nominees under Treasury Regulation Section 1.1446-4(b). Please note that 100% of Green Plains Partners’ distributions to non-U.S. investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of the Partnership’s distributions to non-U.S. investors are subject to U.S. federal income tax withholding at the highest applicable effective tax rate.

This release also serves as qualified notice that the 10% exception to withholding described in Treasury Regulation Section 1.1446(f)-4(b)(3) does not apply. Furthermore, 100% of distributions to foreign investors is in excess of cumulative net income for purposes of Treasury Regulation Section 1.1446(f)-4(c)(2)(iii). Brokers and nominees must withhold the maximum amount under Treasury Regulation Section 1.1446(f).

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, visit www.greenplainspartners.com.

Green Plains Inc. Contacts

Investors: Phil Boggs | Executive Vice President, Investor Relations | 402.884.8700 | phil.boggs@gpreinc.com

Media: Lisa Gibson | Communications Manager | 402.952.4971 | lisa.gibson@gpreinc.com

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Cover	Oct. 19, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 19, 2023
Entity Registrant Name	GREEN PLAINS PARTNERS LP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37469
Entity Tax Identification Number	47-3822258
Entity Address, Address Line One	1811 Aksarben Drive
Entity Address, City or Town	Omaha
Entity Address, State or Province	NE
Entity Address, Postal Zip Code	68106
City Area Code	402
Local Phone Number	884-8700
Title of 12(b) Security	Common Units, Representing Limited Partner Interests
Trading Symbol	GPP
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001635650