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CUSIP No. 393221106 |
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13D |
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Page 4 of 6 pages |
Item 3. |
Source and Amount of Funds or Other Consideration. |
Item 3 of the Scheduled 13D is hereby amended and supplemented as follows:
In connection with the closing of the Merger (as defined below), on January 9, 2024, Holdings acquired 11,678,285 Common Units in
exchange for approximately 4.7 million shares of common stock, par value $0.001 per share, of Green Plains (the Green Plains Common Stock) and aggregate cash consideration of approximately $29.2 million. Green Plains used cash
on hand to fund the cash consideration payable by Holdings.
Item 4. |
Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
As previously disclosed, on September 16, 2023, the Reporting Persons, GPLP Merger Sub LLC, a Delaware limited liability company and a
wholly owned subsidiary of Holdings (Merger Sub), the Issuer, and Green Plains Holdings LLC, a Delaware limited liability company and the general partner of the Issuer (the General Partner), entered into an Agreement and Plan
of Merger (the Merger Agreement).
On January 9, 2024, Merger Sub merged with and into the Issuer, with the Issuer
surviving as an indirect, wholly owned subsidiary of Green Plains (the Merger), and each outstanding Common Unit other than Common Units owned by the Reporting Persons, the General Partner and their respective affiliates (each, a
Public Common Unit) was converted into the right to receive, subject to adjustment as described in the Merger Agreement, (i) 0.405 shares of Green Plains Common Stock (the Stock Consideration) and (ii) $2.50 in cash, without
interest (the Cash Consideration and, together with the Stock Consideration, the Merger Consideration). The Common Units owned by Green Plains, the General Partner and their respective affiliates prior to the effective time
of the Merger (the Effective Time) will remain outstanding as limited partner interests in the surviving entity. The economic general partner interest in the Issuer will remain outstanding as a general partner interest in the surviving
entity immediately following the Effective Time, and the General Partner will continue as the sole general partner of the surviving entity.
Following the consummation of the transactions contemplated by the Merger Agreement, the Issuers Common Units ceased to be listed on
NASDAQ and will be deregistered under the Securities Exchange Act of 1934, as amended.
Item 5. |
Interest in Securities of the Issuer. |
(a) (b)
The ownership
information presented below represents beneficial ownership of Common Units as of the date hereof.