| Ticker | Status | Jurisdiction | Filing Date | CP Start | CP End | CP Loss | Deadline |
|---|
| Ticker | Case Name | Status | CP Start | CP End | Deadline | Settlement Amt |
|---|
| Ticker | Name | Date | Analyst Firm | Up/Down | Target ($) | Rating Change | Rating Current |
|---|
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.
This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20230918958215/en/
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.
