Green Plains Inc. and Green Plains Partners LP Announce Definitive Merger Agreement

Green Plains Inc. (NASDAQ: GPRE) (“Green Plains”) and Green Plains Partners LP (NASDAQ: GPP) (the “Partnership”) today announced that they have entered into a definitive merger agreement pursuant to which Green Plains will acquire all of the publicly held common units of the Partnership not already owned by Green Plains and its affiliates in exchange for a combination of Green Plains common stock and cash.

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Under the merger agreement, each outstanding common unit of the Partnership that Green Plains and its affiliates do not already own will be converted into the right to receive 0.405 shares of Green Plains common stock and $2.00 in cash, plus an amount of cash equal to unpaid distributions from the end of the last quarter for which a quarterly distribution was made to the closing date, as determined in accordance with the merger agreement, without interest. Without taking into account the unpaid distribution amount, the merger consideration represents a value of approximately $15.69 per Partnership common unit as of September 15, 2023, which represents a premium of 20% to the closing price of the Partnership’s common units of $13.08 on May 3, 2023, the day immediately prior to Green Plains’ initial proposal to acquire all of the publicly held common units of the Partnership not already owned by Green Plains and its affiliates.

Green Plains expects that the proposed transaction will simplify its corporate structure and governance, generate near-term earnings and cash flow accretion, reduce SG&A expense related to the Partnership, improve the credit quality of the combined enterprise and align strategic interests between Green Plains shareholders and the Partnership’s unitholders by regaining full ownership and control of Green Plains’ total platform, including terminal operations.

Additional Transaction Terms and Details

The conflicts committee of the board of directors of the Partnership’s general partner (the “Conflicts Committee”), comprised entirely of independent directors, after consultation with its independent legal and financial advisors, unanimously approved the definitive merger agreement and determined it to be in the best interests of the Partnership, including the unitholders unaffiliated with Green Plains. The transaction was also approved by the board of directors of both Green Plains and the Partnership’s general partner.