8-K

 

 

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)

September 5, 2017

 

 

GREEN PLAINS PARTNERS LP

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

001-37469   47-3822258
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(b) Green Plains Inc. (the “Company”) announced today that Jerry Peters will retire as chief financial officer of the Company and Green Plains Partners LP effective September 11, 2017. Mr. Peters will continue to be a member of the board of directors of Green Plains Holdings LLC, the general partner of Green Plains Partners.

(c) Mr. John Neppl has been appointed as chief financial officer of the Company and Green Plains Partners effective September 11, 2017. Mr. Neppl most recently served as chief financial officer of The Gavilon Group, LLC, an agriculture and energy commodities management firm with an extensive global footprint.

Previously, Mr. Neppl held senior financial management positions at ConAgra Foods, Inc., including senior financial officer of ConAgra Trade Group and Commercial Products division as well as assistant corporate controller. Prior to ConAgra, Mr. Neppl was corporate controller at Guarantee Life Companies. He began his career as an auditor with Deloitte & Touche. He is a member of the Creighton University Heider College of Business Dean’s Advisory Board, as well as its Accounting Department Advisory Board. In addition, he is on the Board of Directors of Marian High School and Chair of its Finance Committee. Mr. Neppl earned his Bachelor of Science degree in business administration with a major in accounting from Creighton University in Omaha, Nebraska. He is also a certified public accountant (inactive status).

As an officer of Green Plains Partners and the Company, all compensation payable to Mr. Neppl will be paid by the Company. His compensation arrangement is described in the Form 8-K filed by the Company on September 5, 2017.

Mr. Neppl, 51, has no family relationships with any current director or executive officer of Green Plains Partners, and there are no transactions or proposed transactions to which Green Plains Partners is a party, or intended to be a party, in which Mr. Neppl has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Neppl was not chosen to succeed Mr. Peters as the Green Plains Partners’ chief financial officer pursuant to any arrangement or understanding with any other person.

 

Item 7.01. Regulation FD Disclosure.

On September 5, 2017, the Company issued a press release announcing this transition, 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

99.1    Press release, dated September 5, 2017


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: September 5, 2017     By:   /s/ Michelle Mapes
      Michelle Mapes
      EVP – General Counsel and Corporate Secretary
EX-99.1

Exhibit 99.1

 

LOGO

   FOR IMMEDIATE RELEASE

Green Plains’ CFO Jerry Peters to Retire; John Neppl Named to Succeed Him

OMAHA, Neb., Sept. 5, 2017 (GLOBE NEWSWIRE) – Green Plains Inc. (NASDAQ:GPRE) today announced that Jerry Peters will retire as chief financial officer from Green Plains and Green Plains Partners LP effective September 11, 2017. John Neppl has been named to succeed Mr. Peters upon his retirement. Mr. Peters will continue to be a member of the board of directors of Green Plains Holdings LLC, the general partner of Green Plains Partners (NASDAQ:GPP).

“For the past 10 years, Jerry has made great contributions to Green Plains’ growth and success,” said Todd Becker, president and chief executive officer. “Jerry’s financial expertise, deep knowledge of the business and strong leadership have made him a great partner to work with and a highly valued member of our team. On behalf of our shareholders, our board of directors, our executive team and the company, I want to thank Jerry for his leadership as our CFO and we wish him all the best in his retirement.”

“I step away from Green Plains knowing the company is in the strongest financial condition of its history. It has been an honor to work with such great people and I know the company is well-positioned for future success,” said Peters. “I am grateful for the opportunity to be part of building a great company and look forward to my continued involvement as a board member of Green Plains Partners.”

Mr. John Neppl has been appointed chief financial officer of Green Plains effective September 11, 2017. John most recently served as chief financial officer of The Gavilon Group, LLC, an agriculture and energy commodities management firm with an extensive global footprint. He provided broad financial leadership, with responsibility for the organization’s accounting, treasury, risk control, business planning and analysis, tax, legal and investor relations functions.

“John has extensive experience in commodity processing and trading businesses in both energy and agriculture,” stated Becker. “John’s leadership skills and experience across all facets of finance and accounting will make him an exceptional CFO for Green Plains. John understands both our history and our vision for the future and has the skills and perspective needed to lead our financial organization as we continue to pursue our growth strategy.”

Previously, Neppl held senior financial management positions at ConAgra Foods, Inc., including senior financial officer of ConAgra Trade Group and Commercial Products division as well as assistant corporate controller. Prior to ConAgra, Neppl was corporate controller at Guarantee Life Companies. He began his career as an auditor with Deloitte & Touche. He is a member of the Creighton University Heider College of Business Dean’s Advisory Board, as well as its Accounting Department Advisory Board. In addition, he is on the Board of Directors of Marian High School and Chair of its Finance Committee.

Neppl earned his Bachelor of Science degree in business administration with a major in accounting from Creighton University in Omaha, Nebraska. He is also a certified public accountant (inactive status).

About Green Plains Inc.

Green Plains Inc. (NASDAQ:GPRE) is a diversified commodity-processing business with operations related to ethanol production, grain handling and storage, cattle feedlots, food ingredients, and commodity marketing and logistics services. The company is the second largest consolidated owner of ethanol production facilities in the world with 17 dry mill plants, producing nearly 1.5 billion gallons of ethanol at full capacity. Green Plains owns a 62.5% limited partner interest and a 2.0% general partner interest in Green Plains Partners. For more information about Green Plains, visit www.gpreinc.com.

About Green Plains Partners LP

Green Plains Partners LP (NASDAQ:GPP) is a fee-based Delaware limited partnership formed by Green Plains Inc. to provide fuel storage and transportation services by owning, operating, developing and acquiring ethanol and fuel storage tanks, terminals, transportation assets and other related assets and businesses. For more information about Green Plains Partners, visit www.greenplainspartners.com.


Forward-Looking Statements

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements reflect management’s current views, which are subject to risks and uncertainties including, but not limited to, anticipated financial and operating results, plans and objectives that are not historical in nature. These statements may be identified by words such as “believe,” “expect,” “may,” “should,” “will” and similar expressions. Factors that could cause actual results to differ materially from those expressed or implied include risks related to Green Plains’ ability to realize the anticipated benefits from recent acquisitions and other risks discussed in Green Plains’ reports filed with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this news release. Green Plains assumes no obligation to update any such forward-looking statements, except as required by law.

Contact: Jim Stark, Vice President - Investor and Media Relations, Green Plains Inc. (402) 884-8700

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