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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)

January 25, 2021

GREEN PLAINS INC.

(Exact name of registrant as specified in its charter)

Iowa

(State or other jurisdiction of incorporation)

001-32924

84-1652107

(Commission file number)

(IRS 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)

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

GPRE

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 1.01. Entry into a Material Definitive Agreement.

As described below, on January 27, 2021, Green Plains Inc. (the “Company”) announced that its wholly owned subsidiary, Green Plains Ord LLC (“Green Plains Ord”), entered into an agreement for the sale of the ethanol plant located in Ord, NE.

The Company, as parent of Green Plains Partners LP (the “Partnership”), Green Plains Ord, and Green Plains Trade Group LLC (“GPTG” and collectively with the Company and Green Plains Ord, the “GPRE Buyers”),  also entered into an Asset Purchase Agreement (the “GPP Purchase Agreement”) with the Partnership, Green Plains Holdings LLC, the Partnership’s general partner (the “General Partner”), Green Plains Ethanol Storage LLC, a wholly owned subsidiary of the Partnership (“Green Plains Storage”), and Green Plains Logistics LLC, a wholly owned subsidiary of the Partnership (“Green Plains Logistics” and collectively with the Partnership, the General Partner, and Green Plains Storage, the “Partnership Parties”) to acquire the storage and transportation assets and the assignment of rail car leases associated with the Ord ethanol plant in order to facilitate the sale of such assets to the Buyer in the Transaction. The Company will pay the Partnership $27 million for the storage and transportation assets which will be used to paydown the Partnership’s debt. The parties also agreed that approximately 180 railcars of the approximately 2,450 railcars managed by the Partnership will be conveyed to Green Plains Ord. In addition, the quarterly minimum volume commitment associated with the storage and throughput services agreement will be reduced at closing by 14.8 million gallons per quarter to 217.7 million gallons which is 91% of the new annual production capacity of 958 million gallons. As part of the Transaction, at closing, GPTG will also enter into an amendment to the Ethanol Storage and Throughput agreement, agreeing to a one year extension of such agreement.



The GPP Purchase Agreement provides for the closing to occur immediately prior to the Green Plains Ord’s sale of the ethanol plant to its buyer. Pursuant to the GPP Purchase Agreement, and subject to certain limitations, the Partnership Parties and the GPRE Buyers agreed to certain indemnification provisions with each other and their respective affiliates.  The foregoing description of the GPP Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the GPP Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated into this Item 1.01 by reference.

Item 7.01. Regulation FD Disclosure.

On January 27, 2021, the Company issued a press release announcing the agreement to sell the ethanol plant located in Ord, NE. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing by the Partnership under the Securities Act unless specifically identified therein as being incorporated therein by reference.



Item 9.01. Financial Statements and Exhibits.

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

Exhibit No.

Description of Exhibit

2.1

Asset Purchase Agreement, dated January 25, 2021, by and among Green Plains Partners LP, Green Plains Holdings LLC, Green Plains Operating Company LLC, Green Plains Ethanol Storage LLC, Green Plains Logistics LLC, Green Plains Inc., Green Plains Trade Group LLC and Green Plains Ord LLC.

99.1

Press Release, dated January 27, 2021.

104

Cover Page Interactive Data File (embedded within Inline XBRL document)



SIGNATURES

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.

Date: January 27, 2021

Green Plains Inc.

By: /s/ G. Patrich Simpkins Jr. .

G. Patrich Simpkins Jr.

Chief Financial Officer

(Principal Financial Officer)