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.
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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)
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