Ademi LLP is investigating the Partnership (NASDAQ: GPP) for possible breaches of fiduciary duty and other violations of law in its transaction with Green Plains.
In the transaction, Partnership unitholders are expected to receive only 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. 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.
Green Plains and certain holders of Partnership common units have agreed to vote all of the Partnership common units that they own in favor of the transaction. Green Plains and such holders currently own approximately 50.1% of the outstanding Partnership common units, collectively.
The transaction agreement unreasonably limits competing transactions for Partnership by imposing a significant penalty if Partnership accepts a competing bid. Partnership insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Partnership’s board of directors, and whether they are fulfilling their fiduciary duties to all unitholders.