As filed with the Securities and Exchange Commission on January 10, 2024
Registration No. 333-205413
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GREEN PLAINS PARTNERS LP
(Exact name of registrant as specified in its charter)
| Delaware | 47-3822258 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1811 Aksarben Drive Omaha, Nebraska | 68106 | |
| (Address of principal executive offices) | (Zip Code) | |
Green Plains Partners LP 2015 Long-Term Incentive Plan
(Full title of the plan)
Todd A. Becker
President and Chief Executive Officer
1811 Aksarben Drive
Omaha, Nebraska 68106
(402) 884-8700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ryan J. Maierson
Thomas G. Brandt
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
(713) 546-5400
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to Registration Statement No. 333-205413 on Form S-8 (the “Registration Statement”), filed by Green Plains Partners LP, a Delaware limited partnership (the “Partnership”), with the Securities and Exchange Commission on July 1, 2015, pertaining to the registration of 2,500,000 common units representing limited partner interests of the Partnership (“Common Units”) under the Green Plains Partners LP 2015 Long-Term Incentive Plan.
Effective as of January 9, 2024 (the “Effective Time”), as contemplated by that certain Agreement and Plan of Merger, dated as of September 16, 2023 (the “Merger Agreement”), by and among Green Plains Inc., an Iowa corporation (“GPRE”), GPLP Holdings Inc., a Delaware corporation and a wholly owned subsidiary of GPRE (“Holdings”), GPLP Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub”), the Partnership, and Green Plains Holdings LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Merger Sub merged with and into the Partnership, with the Partnership surviving as an indirect, wholly owned subsidiary of GPRE (the “Merger”). In connection with the completion of the Merger, the Partnership terminated all offerings of securities pursuant to the Registration Statement. In accordance with undertakings made by the Partnership in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Partnership hereby removes from registration all of such securities of the Partnership registered but unsold under the Registration Statement as of the Effective Time.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on January 10, 2024.
GREEN PLAINS PARTNERS LP | ||
| By: | Green Plains Holdings LLC, | |
| its general partner | ||
By: | /s/ Todd A. Becker | |
| Todd A. Becker | ||
| President and Chief Executive Officer | ||
Note: Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement.
