United States securities and exchange commission logo
November 6, 2023
Ryan Maierson
Latham & Watkins LLP
Green Plains Inc.
811 Main Street
Suite 3700
Houston, TX 77002
Re: Green Plains Inc.
Registration
Statement on Form S-4
Filed October 16,
2023
File No. 333-275007
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Schedule 13E-3
filed by Green Plains Partners LP et al.
Filed October 16,
2023
File No. 005-88912
Dear Ryan Maierson:
We have reviewed your Schedule 13E-3 and conducted a limited
review of the
registration statement, and we have the following comments. In some of
our comments, we may
ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Registration Statement on Form S-4
Summary Term Sheet, page 1
1. Please prominently
disclose the information required by Items 7, 8 and 9 of Schedule 13E-
3 in a Special
Factors section in the front of the proxy statement/prospectus and caption
the disclosure as such.
Refer to Rule 13a-3(e)(1)(ii). In this respect, ensure that the Special
Factors appear
immediately after the Summary Term Sheet and re-locate the sections
relating to financial
information, market price information, risk factors, forward-looking
statements, information
about the companies and written consents of GPP Limited
Partners. Also, revise
the Summary Term Sheet and Q&A sections to shorten them
Ryan Maierson
FirstName LastNameRyan Maierson
Green Plains Inc.
Comapany 6,
November NameGreen
2023 Plains Inc.
November
Page 2 6, 2023 Page 2
FirstName LastName
significantly and to avoid duplication.
GPRE Parties' Position as to the Fairness of the Merger, page 44
2. Refer to the third paragraph in this section. Please revise to explain
how the GPRE Parties
were able to reach their fairness determination based, in part, on the
requirement that
transaction receive the affirmative vote or written consent of the
holders of a majority of
the outstanding GPP Common Units when such approval was certain given
the support
agreement executed by the GPRE Parties that required the GPRE Parties
to provide their
consent to the transaction.
Approval of the Conflicts Committee and the GP Board and the Reasons for their
Approvals,
page 46
3. We note your statement on page 52 indicating that the terms of the
Merger Agreement,
including the Merger Consideration, were determined as a result of
arms length
negotiations between GPRE and the Conflicts Committee. Please delete
the reference to
arm s-length negotiations as such reference is inappropriate
in a going private
transaction by affiliates.
Special Factors
Unaudited Financial Projections of GPRE and GPP, page 53
4. We note your disclosure on page 54 that GPRE management made numerous
material
assumptions with respect to GPRE s and GPP s businesses in the
preparation of financial
projections. Please revise disclosure here to describe the actual
material assumptions and
any material quantitative information relating thereto, including, for
example, assumptions
regarding trends and uncertainties in the items identified on page 54
(commodity pricing,
market environment, demand for GPRE and GPP products and services,
assumed amounts
and nature of future capital expenditures, terms of certain existing
contracts, use of cash
flows generated by the businesses, and other general business, market
and industry
assumptions). Please also clarify whether any assumptions were made
with respect to
macroeconomic factors, such as low interest rates.
5. Please revise this section to disclose the full projections rather
than "certain summarized
unaudited prospective financial and operating information" for each of
GPP and GPRE.
Opinion of Evercore--Financial Advisor to the Conflicts Committee, page 60
6. Please revise to disclose the data underlying the results described in
this section. For
example, disclose (i) the enterprise value for Peer Group Trading
Analysis, including
GPP, (ii) the EBITDA multiples with respect to the Precedent M&A
Transaction Analysis
and the company data to which you applied the multiple to arrive at
the implied per share
equity values, and (iii) the premium data for each transaction in the
Premiums Paid
Analysis. Apply this comment also to the disclosure relating to the
GPRE analyses.
Ryan Maierson
Green Plains Inc.
November 6, 2023
Page 3
The Support Agreement, page 93
7. Please disclose the name and number of GPP Units held by each party to
the support
agreement. On a related note, please file Schedule A to the support
agreement in an
unredacted form, or provide us your analysis supporting your decision
to redact the
information.
Where You Can Find More Information, page 130
8. Note that neither Rule 13e-3 nor Schedule 13E-3 permit general
forward incorporation
of documents to be filed in the future. Rather, you must specifically
amend your document
to specifically list any such filings. Please revise.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Daniel Duchovny at 202-551-3619, Jessica
Ansart at 202-
551-4511 or Abby Adams at 202-551-6902.
Sincerely,
FirstName LastNameRyan Maierson
Division of
Corporation Finance
Comapany NameGreen Plains Inc.
Office of
Industrial Applications and
November 6, 2023 Page 3 Services
FirstName LastName