What changed in this filing

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Item 1A. Risk Factors

2023-10-31 compared with 2023-08-04 · 38 added, 2 removed, 170 unchanged (19% of the section changed)

37 unchanged sentences

Imported ethanol is not subject to an import tariff and, under the RFS, sugarcane ethanol from Brazil can be used as a means for obligated parties to meet the advanced biofuel standard, in addition to state level low carbon fuel standards.

Brazil is also rapidly expanding corn and corn ethanol production, which can have a lower carbon intensity score if it is produced from the second or “Safrinha” crop, which could be imported into the U.S.

Brazil is also rapidly expanding corn and corn ethanol production, which can have a lower carbon intensity score if it is produced from the second crop or “Safrinha” crop, which could be imported into the U.S.

or displace our exports elsewhere globally.

25 unchanged sentences

Furthermore, we sold our 50% interest in JGP Energy Partners and Green Plains Cattle Company in 2019.

We sold the remaining 50% interest in Green Plains Cattle Company and our Hereford, Texas ethanol plant in 2020, and we sold our Ord, Nebraska ethanol plant in March 2021.

We sold the remaining 50% interest in Green Plains Cattle Company and our Hereford, Texas ethanol plant in 2020, our Ord, Nebraska ethanol plant in March 2021, and our Atkinson, Nebraska ethanol plant in September 2023.

As we continue to evaluate our portfolio, we may sell additional assets or businesses or exit particular markets that are no longer a strategic fit or no longer meet their growth or profitability targets.

103 unchanged sentences

Any significant disruption could have a material adverse impact on our financial statements.

Risks Related to the Merger

The Merger is subject to conditions, including some conditions that may not be satisfied on a timely basis, if at all.

Failure to complete the Merger, or significant delays in completing the Merger, could negatively affect the company’s and the partnership’s future business and financial results and the trading prices of shares of the company’s common stock and the Partnership Common Units.

The completion of the Merger is subject to a number of conditions.

The completion of the Merger is not assured and is subject to risks.

The Merger Agreement contains conditions, some of which are beyond the parties’ control, that, if not satisfied or waived, may prevent, delay or otherwise result in the Merger not occurring.

If the Merger is not completed, or if there are significant delays in completing the Merger, the company’s and the partnership’s future business and financial results and the trading prices of shares of the company’s common stock and the Partnership Common Units could be negatively affected, and each of the parties will be subject to several risks, including the following:

• the parties may be liable for fees or expenses to one another under the terms and conditions of the Merger Agreement;

• there may be negative reactions from the financial markets due to the fact that current prices of shares of the company’s common stock and the Partnership Common Units may reflect a market assumption that the Merger will be completed;

• the attention of management will have been diverted to the Merger rather than their own operations and pursuit of other opportunities that could have been beneficial to their respective businesses.

The company and the partnership may incur substantial transaction-related costs in connection with the Merger.

If the Merger does not occur, the company and the partnership will not benefit from these costs.

The company and the partnership expect to incur substantial expenses in connection with completing the Merger, including fees paid to legal, financial and accounting advisors, filing fees, written consent costs and printing costs.

Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time.

The company and the partnership may in the future be targets of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the completion of the Merger.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements in an effort to enjoin the relevant merger or seek monetary relief.

The company and the partnership may in the future be defendants in one or more lawsuits, relating to the Merger Agreement and the Merger and, even if the pending or any future lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources.

The company and the partnership cannot predict the outcome of these lawsuits, or others, nor can either company predict the amount of time and expense that will be required to resolve such litigation.

An unfavorable resolution of any such litigation surrounding the Merger could delay or prevent its consummation.

In addition, the costs of defending the litigation, even if resolved in the company’s or the partnership’s favor, could be substantial and such litigation could distract the company and the partnership from pursuing the consummation of the Merger and other potentially beneficial business opportunities.

Financial projections of the company and/or the partnership may not prove to be accurate.

In connection with the Merger, the company and the partnership prepared and considered, among other things, internal financial forecasts for the company and the partnership, respectively.

These forecasts speak only as of the date made and will not be updated.

These financial projections were not provided with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties, and may not be achieved in full, at all or within projected time frames.

In addition, the failure of businesses to achieve projected results could have a material adverse effect on the share price of the company’s common stock and financial position following the Merger.

The market value of shares of the company’s common stock could decline if large amounts of such stock are sold following the Merger;

the market value of shares of the company’s common stock could also decline as a result of issuances and sales of shares of the company’s common stock other than in connection with the Merger.

Following the Merger, holders of Public Common Units as of the Effective Time will own interests in a combined company operating an expanded business with more assets and a different mix of liabilities.

Current holders of the company’s common stock and former holders of Public Common Units may not wish to continue to invest in the combined company, or may wish to reduce their investment in the combined company, in order to comply with institutional investing guidelines, to increase diversification or to track any rebalancing of stock indices in which the company’s common stock or the Partnership Common Units are or were included.

If, following the Merger, large amounts of the company’s common stock are sold, the price of the company’s common stock could decline.

Furthermore, the company cannot predict the effect that issuances and sales of shares of the company’s common stock, whether taking place before the Merger (subject to the limitations of the Merger Agreement) or after the Merger, including issuances and sales in connection with capital markets transactions, acquisition transactions or other transactions, may have on the market value of shares of the company’s common stock.

The issuance and sale of substantial amounts of the company’s common stock could adversely affect the market value of such common stock.

The Merger may not be accretive to certain financial metrics, which may negatively affect the market price of shares of the company’s common stock.

Preliminary financial estimates used in projected accretion may materially change.

The company may encounter additional transaction and integration-related costs, may fail to realize all of the benefits anticipated in the Merger or be subject to other factors that affect preliminary estimates or its ability to realize operational efficiencies.

Any of these factors could cause a decrease in the company’s operating earnings per share or decrease or delay the expected effect of the Merger and contribute to a decrease in the price of shares of the company’s common stock.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors