Announcement • Jan 25
Green Plains Partners’ Common Units No Longer be Listed on the Nasdaq as Result of the Merger with Green Plains Green Plains Inc. and Green Plains Partners LP reported the completion of the transactions contemplated by the previously reported Agreement and Plan of Merger (the Merger Agreement), pursuant to which Green Plains acquired 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 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, for each outstanding common unit representing a limited partner interest in the Partnership (the Merger). According to a release, 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). Announcement • Jan 20
Green Plains Partners LP Files Form 15 Green Plains Partners LP has announced that it has filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister its Common Units Representing Limited Partner Interests under the Securities Exchange Act of 1934, as amended. Announcement • Jan 11
Nasdaq to File A Notification of Removal from Listing on Form 25 with the SEC with Respect to the Delisting of the GPP Public Common Units As previously announced, on September 16, 2023, Green Plains Partners LP, a Delaware limited partnership (the “Partnership”), Green Plains Holdings LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Green Plains Inc., an Iowa corporation (“GPRE”), GPLP Holdings Inc., a Delaware corporation and a wholly owned subsidiary of GPRE (“Holdings”) and GPLP Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions set in the Merger Agreement, Merger Sub agreed to merge with and into the Partnership, with the Partnership surviving as an indirect, wholly owned subsidiary of GPRE (the “Merger”). In connection with the consummation of the Merger, The Nasdaq Stock Market LLC (“Nasdaq”) was notified that each outstanding GPP Public Common Unit issued and outstanding immediately prior to the Effective Time was converted into the right to receive the Merger Consideration, pursuant to and subject to the terms and conditions of the Merger Agreement. The Partnership requested that Nasdaq file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the GPP Public Common Units from Nasdaq and to deregister the GPP Public Common Units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The GPP Public Common Units were suspended from trading on the Nasdaq after the closing of trading on January 9, 2024. The Partnership also intends to file a certification on Form 15 under the Exchange Act with the SEC requesting the deregistration of the GPP Public Common Units under Section 12(g) of the Exchange Act and suspending the Partnership’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act.