Agreement and that certain Support Agreement, dated as of September 16, 2023, by and among GPP, GPRE, Jerry L. Peters, the Jerry L. Peters and Kari A. Peters Joint Trust Agreement, dated
October 21, 2020, Michelle S. Mapes, Todd A. Becker and G. Patrich Simpkins Jr. (such holders and GPRE, collectively, the Support Parties) (the Support Agreement and, together with the Merger Agreement, the Transaction
Documents) and the consummation of the transactions contemplated thereby, including the Merger and the GPRE Stock Issuance, on the terms and subject to the conditions set forth in the Transaction Documents.
On September 16, 2023, the conflicts committee (the Conflicts Committee) of the board of directors of the General Partner
(the GP Board), by unanimous vote, in good faith, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of GPP, including the GPP Unaffiliated
Unitholders, (ii) approved the Transaction Documents and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Transaction Documents (the foregoing constituting Special
Approval as defined in the Partnership Agreement) and (iii) recommended to the GP Board the approval by the GP Board of the Transaction Documents and the execution, delivery and performance of the Transaction Documents and the
transactions contemplated thereby, including the Merger.
On September 16, 2023, following receipt of the recommendation of the
Conflicts Committee, the GP Board (acting, in part, based upon the recommendation of the Conflicts Committee), by unanimous vote, in good faith, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the
Merger, are in the best interests of GPP, including the GPP Unaffiliated Unitholders, (ii) approved the Transaction Documents and the transactions contemplated thereby, including the Merger, (iii) authorized the execution and delivery of
the Transaction Documents and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Transaction Documents and (iv) directed that the Merger Agreement and the
Merger be submitted to a vote of the limited partners of GPP (the GPP Limited Partners) for approval pursuant to Section 14.3 of the Partnership Agreement and authorized the GPP Limited Partners to act by written consent pursuant to
Section 13.11 of the Partnership Agreement.
Pursuant to the Partnership Agreement, the approval of the Merger Agreement and the
Merger by GPP requires the affirmative vote or written consent of the holders of a majority of the outstanding GPP Common Units (the Required Limited Partner Written Consent). Under the Support Agreement, each Support Party has
irrevocably and unconditionally agreed to deliver a written consent, covering all of the GPP Common Units beneficially owned by such Support Party, approving the Merger Agreement and the transactions contemplated thereby, including the Merger, and
any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement (the Written Consent), as promptly as practicable after the effectiveness of the Consent Solicitation Statement/Prospectus (as
defined below). As of September 16, 2023, the date of the Merger Agreement, and November 15, 2023, GPRE beneficially owned 11,586,548 GPP Common Units, Jerry L. Peters beneficially owned 6,183 GPP Common Units, the Jerry L. Peters and Kari A.
Peters Joint Trust Agreement, dated October 21, 2020, beneficially owned 46,600 GPP Common Units, Michelle S. Mapes beneficially owned 14,242 GPP Common Units, Todd A. Becker beneficially owned 2,856 GPP Common Units and G. Patrich Simpkins Jr.
beneficially owned 5,000 GPP Common Units. Collectively, the Support Parties beneficially owned 11,661,429 GPP Common Units as of September 16, 2023, the date of the Merger Agreement, and November 15, 2023, representing approximately 50.1% of
the outstanding GPP Common Units. Accordingly, the delivery of the Written Consent will be sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the GPP Limited Partners.
Concurrently with the filing of this Amended Transaction Statement, GPRE is filing with the SEC Amendment No. 1 to its Registration Statement
on Form S-4 (Registration No. 333-275007), which includes a consent solicitation statement/prospectus (as amended, the Consent Solicitation Statement/Prospectus) in connection with the Merger
Agreement and the transactions contemplated thereby, including the Merger. A copy of the Consent Solicitation Statement/Prospectus is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached as Annex A to the Consent
Solicitation Statement/Prospectus. A copy of the Support Agreement is attached as Annex B to the Consent Solicitation Statement/Prospectus. All references in this Amended Transaction Statement to Items numbered 1001 to 1016 are references to Items
contained in Regulation M-A under the Exchange Act.
Pursuant to General Instruction F to Schedule
13E-3, the information contained in the Consent Solicitation Statement/Prospectus, including all annexes thereto, is incorporated herein by reference in its entirety and responses to each item herein are
qualified in their entirety by the information contained in the Consent Solicitation Statement/Prospectus and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Consent Solicitation Statement/Prospectus of the information required to be included in response to the items of Schedule 13E-3. As of the
date hereof, the Consent Solicitation Statement/Prospectus is in preliminary form and is subject to completion or amendment. Terms used but not defined in this Amended Transaction Statement have the meanings given to them in the Consent Solicitation
Statement/Prospectus.
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