UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 16, 2018
GREEN PLAINS PARTNERS LP
(Exact name of registrant as specified in its charter)
Delaware
001-37469
47-3822258
(State or other jurisdiction
of incorporation)
(Commission
file number)
(IRS employer
identification no.)
1811 Aksarben Drive, Omaha, Nebraska
68106
(Address of principal executive offices)
(Zip code)
(402) 884-8700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a–12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth
company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 1.01 Entry into a Material Definitive Agreement.
Joint Venture Formation and LLC Agreement
On February 16, 2018, Green Plains Partners LP (the “partnership”) and Delek Logistics Partners LP (“DKL”) announced the
formation of a joint venture and entered into the Limited Liability Company Agreement (“LLC Agreement”) of DKGP Energy
Terminals LLC (“DKGP JV”). Upon the closing of the Acquisition (described below), DKGP JV will conduct the business of the joint
venture, including (i) owning and operating the Terminals (as defined below), (ii) acquiring and operating DKL’s existing terminals
also located in Caddo Mills, Texas and North Little Rock, Arkansas, and (iii) any other activities approved by DKGP JV’s committee
members (the “Committee”).
Under the DKGP JV LLC Agreement, the partnership has certain rights and obligations, including but not limited to, the right or
obligation: (i) to appoint two out of four members of the Committee, (ii) to contribute its pro rata percentage of the purchase price
upon the closing of the Acquisition, and (iii) to fund additional capital contributions in accordance with the percentage interest upon
mutual agreement by the partnership and DKL. DKL will manage the day–to-day operations of the Terminals.
Membership Interest Purchase Agreement
On February 16, 2018, DKGP JV entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with AMID
Merger LP, an affiliate of American Midstream Partners LP (the “Seller”), pursuant to which DKGP JV agreed to acquire (the
“Acquisition”) all of the membership interests of AMID Refined Products LLC (“AMID”). Through subsidiaries, AMID owns the
assets of the North Little Rock Refined Products Terminal and the assets of Caddo Mills Refined Products Terminal (collectively, the
“Terminals”).
DKGP JV will acquire AMID for approximately $138.5 million, plus working capital adjustments. The Acquisition is expected to
close in the next 90 to 120 days, subject to customary closing conditions and regulatory approvals. Green Plains Partners will
contribute $81.75 million in cash for its 50% stake in DKGP JV, not including working capital adjustments. When completed, the
Terminals, including DKL’s existing terminals, will have approximately 1.8 million barrels of storage capacity, access to major
pipelines and railroads and the ability to transload a variety of products including gasoline, diesel, biodiesel, distillates, and ethanol.
The Purchase Agreement contains various representations, warranties and covenants of DKGP JV and Seller that are customary in
transactions of this type. The closing of the Acquisition is subject to satisfaction or waiver of customary specified conditions,
including the material accuracy of the representations and warranties of DKGP JV and the Seller and obtaining any necessary
approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Purchase Agreement contains certain
customary termination rights for both DKGP JV and the Seller, including the rights of either party to terminate in the event that the
Acquisition has not been completed by June 30, 2018, subject to certain exceptions.
Copies of the LLC Agreement and Purchase Agreement are filed with this Current Report on Form 8-K and are incorporated herein by
reference. The foregoing summary of the material terms of these agreements does not purport to be a complete description thereof and
is qualified in its entirety by the full text of the agreements.
Credit Agreement
As part of the Acquisition, on February 16, 2018, the partnership received approval for the Second Amendment to the partnership’s
Credit Agreement dated as of July 1, 2015 (as previously amended, the “Credit Agreement”) from a majority of the lenders to amend
the permitted investment clause to allow investments in joint ventures to include DKGP JV as well as the future possible purchase of
the joint venture related to the Jefferson terminal. All other material terms of the Credit Agreement remain substantially the same. A
copy of the Second Amendment is filed with this Current Report on Form 8-K and incorporated herein by reference. The foregoing
summary of the material terms of the Second Amendment does not purport to be a complete description thereof and is qualified in its
entirety by the full text of the agreement.
On February 20, 2018, the partnership also upsized its Credit Agreement by $40 million, from $195 million to $235 million, accessing
a portion of the remaining available accordion in place on the Credit Agreement. The credit increase is in accordance with the
Incremental Joinder Agreement, which is filed as Exhibit 10.3 to this 8-K and incorporated herein by reference.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant
The description of the Second Amendment and Incremental Joinder Agreement provided above under Item 1.01 is incorporated into
this Item 2.03 by reference. Copies of these documents are filed as exhibits to this Current Report on Form 8-K and are incorporated
into this Item 2.03 by reference.
Item 7.01. Regulation FD Disclosure.
On February 20, 2018, the partnership issued a press release announcing DKGP JV’s acquisition of the Terminals, which is included
as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report.
Number
Description
2.1(a)
Membership Interest Purchase Agreement, dated as of February 16, 2018, by and between AMID Merger LP and
DKGP Energy Terminals LLC
2.1(b)
Guaranty Agreement (Buyer), dated as of February 16, 2018, by and between Delek Logistics Partners, LP and Green
Plains Partners LP
2.1(c)
Guaranty Agreement (Seller), dated as of February 16, 2018, by and between American Midstream Partners, LP and
DKGP Energy Terminals LLC
10.1
Limited Liability Agreement of DKGP Energy Terminals LLC
10.2
Second Amendment to Credit Agreement, dated February 16, 2018, by and among Green Plains Operating Company
LLC, as the Borrower, the subsidiaries of the Borrower identified therein, Bank of America, N.A. and the other lenders
party thereto.
10.3
Incremental Joinder Agreement, dated February 20, 2018, among Green Plains Operating Company LLC and Bank of
America, as Administrative Agent
99.1
Press Release dated February 20, 2018
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Green Plains Partners LP
Date: February 20, 2018
By:
/s/ John Neppl
John Neppl
Chief Financial Officer
(Principal Financial Officer)
EXHIBIT 2.1(a)
MEMBERSHIP INTEREST PURCHASE AGREEMENT
dated as of February 16, 2018
by and between
AMID MERGER LP,
as the Seller
and
DKGP ENERGY TERMINALS LLC,
as the Buyer
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND DEFINITIONAL PROVISIONS
1
Section 1.1
Defined Terms
1
Section 1.2
Other Defined Terms
14
Section 1.3
Other Definitional Provisions
14
Section 1.4
Captions
15
ARTICLE II THE ACQUISITION
15
Section 2.1
Purchase and Sale of the Interests
15
Section 2.2
Purchase Price
15
Section 2.3
Payment of the Purchase Price and Other Amounts
16
Section 2.4
Purchase Price Adjustments
16
Section 2.5
Time and Place of the Closing
17
Section 2.6
Closing Deliverables
18
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER
19
Section 3.1
Organization
19
Section 3.2
Authorization; Enforceability
19
Section 3.3
No Conflicts; Consents and Approvals
20
Section 3.4
Litigation
20
Section 3.5
Ownership of the Interests
20
Section 3.6
Brokers
20
ARTICLE IV REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANIES AND THEIR
SUBSIDIARIES
20
Section 4.1
Organization
21
Section 4.2
Authorization; Enforceability
21
Section 4.3
No Conflicts; Consents and Approvals
21
Section 4.4
Equity Interests
22
Section 4.5
No Subsidiaries
22
Section 4.6
Title to Assets; Related Matters
22
Section 4.7
Real Property
22
Section 4.8
Litigation
24
Section 4.9
Absence of Certain Changes
24
i
Section 4.10
Compliance with Law
24
Section 4.11
Permits
25
Section 4.12
Material Agreements
27
Section 4.13
Employee Matters
26
Section 4.14
Seller Dedicated Employees
28
Section 4.15
Financial Statements
28
Section 4.16
Environmental Matters
29
Section 4.17
Taxes
31
Section 4.18
Intellectual Property
32
Section 4.19
No Undisclosed Liabilities
32
Section 4.20
Insurance Policies
33
Section 4.21
Bank Relations
33
Section 4.22
Brokers
33
Section 4.23
Transactions with Affiliates
33
Section 4.24
Books and Records
34
Section 4.25
Representations of the Seller Refer to the Companies, the Acquired Business and the Seller Dedicated
Employees
34
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYER
34
Section 5.1
Organization; Power
34
Section 5.2
Authorization; Enforceability
34
Section 5.3
No Conflicts; Consents and Approvals
35
Section 5.4
Litigation
35
Section 5.5
Financial Ability
35
Section 5.6
Accredited Investor
35
Section 5.7
Acquisition of Interests for Investment
36
Section 5.8
Brokers
36
ARTICLE VI COVENANTS
36
Section 6.1
Records and Access
36
Section 6.2
Conduct of Business
37
Section 6.3
Public Announcement
39
Section 6.4
Efforts
39
Section 6.5
Amendment of Seller Disclosure Letter
41
Section 6.6
Tax Matters
42
ii
Section 6.7
Further Assurances
45
Section 6.8
Retention of Books and Records
45
Section 6.9
Contact with Customers and Suppliers
45
Section 6.10
Withholding Taxes
46
Section 6.11
Employee Matters.
46
Section 6.12
Use of Name
47
Section 6.13
Guarantee and Lien Releases
47
Section 6.14
Casualty Loss
48
Section 6.15
No Solicitation of Other Bids
48
Section 6.16
Non-Competition
48
Section 6.17
Pre-Closing Occurrence Based Insurance
49
Section 6.18
Delivery of Financial Information
50
Section 6.19
Title Policy
51
Section 6.20
Inventory Reconciliations
51
ARTICLE VII CONDITIONS TO OBLIGATIONS TO CLOSE
52
Section 7.1
Conditions to Obligation of Each Party to Close
52
Section 7.2
Conditions to the Buyer’s Obligation to Close
52
Section 7.3
Conditions to the Seller’s Obligation to Close
53
Section 7.4
Frustration of Closing Conditions
53
ARTICLE VIII TERMINATION
54
Section 8.1
Termination
54
Section 8.2
Procedure for Termination
55
ARTICLE IX INDEMNIFICATION
55
Section 9.1
Survival
55
Section 9.2
Indemnification By the Seller
56
Section 9.3
Indemnification By the Buyer
57
Section 9.4
Certain Limitations
58
Section 9.5
Indemnification Procedures
60
Section 9.6
Payments
60
Section 9.7
Tax Treatment of Indemnification Payments
60
Section 9.8
Effect of Investigation
60
Section 9.9
Exclusive Remedies
61
Section 9.10
Waiver of Non-Reimbursable Losses
61
Section 9.11
Determination of Amount of Losses; Mitigation
61
iii
ARTICLE X ADDITIONAL REMEDIES FOR BREACH OF THIS AGREEMENT
61
Section 10.1
Buyer’s Investigation; Disclaimer of Representations and Warranties
61
ARTICLE XI GENERAL PROVISIONS
62
Section 11.1
Amendment and Modification
62
Section 11.2
Entire Agreement; Assignment
62
Section 11.3
Severability
63
Section 11.4
Expenses
63
Section 11.5
Waiver
63
Section 11.6
Counterparts
63
Section 11.7
Governing Law
63
Section 11.8
Exclusive Jurisdiction
64
Section 11.9
Waiver of Jury Trial
64
Section 11.10
Notices and Addresses
64
Section 11.11
No Partnership; Third-Party Beneficiaries
66
Section 11.12
Negotiated Transaction
66
Section 11.13
Time of the Essence
66
Section 11.14
Specific Performance
66
EXHIBITS
Exhibit A
Form of Buyer Parent Guaranty Agreement
Exhibit B
Form of Seller Parent Guaranty
Exhibit C
Worksheet
Exhibit D
Form of Assignment and Assumption
Exhibit E
Form of Transition Services Agreement
Exhibit F
Form of Affidavit and Indemnity
Exhibit G
Certain Title Matters
Exhibit H
Title Policy Endorsements
iv
MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (including the Exhibits and Schedules (as defined below)
attached hereto, this “ Agreement ”) is made as of February 16, 2018 by and among AMID Merger LP, a Delaware limited partnership
(the “ Seller ”), and DKGP Energy Terminals LLC, a Delaware limited liability company (the “ Buyer ”). The Seller and the Buyer are
sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties .”
RECITALS
WHEREAS, the Seller owns 100% of the membership interests (the “Interests”) of AMID Refined Products, LLC, a
Delaware limited liability company (“ AMID Refined Products ”), which owns 100% of the issued and outstanding membership
interests of each of AMID NLR LLC, a Delaware limited liability company (“ AMID NLR ”), and AMID Caddo LLC, a Delaware
limited liability company (“ AMID Caddo ” and, together with AMID NLR and AMID Refined Products, the “ Companies ”);
WHEREAS, upon the terms and subject to the conditions contained in this Agreement, the Seller desires to sell, and the
Buyer desires to purchase, the Interests (such purchase is referred to herein as the “ Acquisition ”);
WHEREAS, each of Delek Logistics Partners, LP, a Delaware limited partnership (“DKL”), and Green Plains Partners LP,
a Delaware limited partnership (“ GPP ”, and each of DKL and GPP, a “ Buyer Parent ”), is executing and delivering concurrently
with the execution of this Agreement, a guaranty agreement with respect to the obligations of the Buyer under this Agreement (the “
Buyer Parent Guaranties ”), the form of which is attached hereto as Exhibit A ; provided that the guaranty obligations of the each
