お知らせ • Jan 10
Green Plains Inc. (NasdaqGS:GPRE) completed the acquisition of remaining 50.15% stake in Green Plains Partners LP (NasdaqGM:GPP) from No Street GP LP and others.
Green Plains Inc. (NasdaqGS:GPRE) has submitted a proposal to acquire remaining 50.15% stake in Green Plains Partners LP (NasdaqGM:GPP) from No Street GP LP and others for approximately $150 million on May 3, 2023. Under the terms of agreement, Green Plains Inc. is proposing consideration of 0.3913 shares of Green Plains Inc. common stock for each outstanding publicly held Partnership common unit. The proposed consideration represents a value of $13.08 per common unit of the Partnership based on the closing price of Green Plains Inc.’s common stock and the Partnership's common units as of May 3, 2023. Assuming the completion of the proposed transaction, the Partnership would become a wholly owned subsidiary of Green Plains Inc., and the Partnership’s common units would cease to be publicly traded. Green Plains Inc. entered into a definitive merger agreement to acquire remaining 50.15% stake in Green Plains Partners LP (NASDAQ: GPP) from No Street GP LP and others for approximately $180 million on September 16, 2023.
The proposed transaction is subject to the negotiation and execution of a definitive agreement and approval of such definitive agreement and transactions contemplated thereunder by the board of directors of Green Plains Inc., the board of directors of Green Plains Holdings LLC, and its conflicts committee. The consummation of the proposed transaction would be subject to customary closing conditions. There can be no assurance that any such approvals will be forthcoming, that a definitive agreement will be executed, or that any transaction will be consummated. As of September 18, 2023, Green Plains Inc. (NASDAQ: GPRE) and Green Plains Partners LP (NASDAQ: GPP) entered into a definitive merger agreement on September 16, 2023, 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. 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 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.
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. 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, stock consideration issued shall have been approved for listing on Nasdaq 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. Green Plains Partners unitholders approved the transaction on January 5, 2024. The Partnership’s common units are expected to continue to trade on Nasdaq until the close of trading on January 9, 2024, and are expected to be suspended from trading on Nasdaq effective as of the opening of trading on January 10, 2024.
Green Plains Inc. expects the proposed transaction to 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 Inc. shareholders and the Partnership’s unitholders by regaining full ownership and control of Green Plains’ total platform, including terminal operations. BofA Securities is acting as exclusive financial advisor and Ryan J. Maierson, Tim Fenn, Bryant Lee, Adam Kestenbaum, Christopher Norton, Jason Cruise, Joseph Simei and Thomas G. Brandt of Latham & Watkins LLP acted as legal advisors to Green Plains Inc. Will Anderson of Bracewell LLP represented Evercore, financial advisor to the conflicts committee of the board of directors of Green Plains Partners LP. Evercore Group L.L.C. is acting as exclusive financial advisor and fairness opinion provider, and Tull Florey and Hillary H. Holmes of Gibson, Dunn & Crutcher LLP is acting as legal advisor to the Conflicts Committee of Green Plains Partners. Computershare, N.A. acted as transfer agent for Green Plains Inc. Green Plains will pay BofA Securities a fee of up to $4 million, $3.5 million of which will become payable upon completion of the Merger and up to $0.5 million of which is a discretionary fee, payable upon completion of the merger in an amount to be determined by GPRE in its sole discretion. Green Plains Partners agreed to pay Evercore a fee of $1 million upon rendering its opinion and a closing fee of $1.25 million upon closer of the merger in addition to a retainer fee of $0.5 million paid upon execution of engagement letter.
Green Plains Inc. (NasdaqGS:GPRE) completed the acquisition of remaining 50.15% stake in Green Plains Partners LP (NasdaqGM:GPP) from No Street GP LP and others on January 9, 2024. Pursuant to the merger agreement, GPRE issued approximately 4.7 million shares of GPRE Common Stock and paid $29.2 million in cash to the GPP unaffiliated unitholders as the aggregate merger consideration. As a result of the merger, the Partnership became an indirect wholly owned subsidiary of Green Plains and the Partnership’s common units will no longer be listed on the NASDAQ, and will be deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").