EX-99.(C)(2) 2 [Link] EX-99.

(C)(2)

Project Kernel---Discussion Materials April 27, 2023 Discussion Materials Project Kernel Exhibit (c)(2)
Notice
entities.
and
on
by
other
estimates
specific
offer
discussion
ainformation
private
invest,
accompanying
for
certain
or
statement
materials,
execution
league
accounting
behalf
Investment
the
financial
may
or
than
receipt
make
to
information
banking,
solicitation
persons
BofA
table
outsource/delegate
Recipient---Confidential
and
of
expressed
of
opinions
as
with
being
known
your
aor
specifically
instruments,
judgments
advice.
please
Securities,
of
definitive
Banking
materials
hold
the
familiar
asset
business
contractual
complete
or
Company.
that
toherein
long
contact
Accordingly,
and
analyses
other
sell
Affiliates:
identifies
agreement
may
with
of
contemplated
Inc.
or
or
and
investment
is
such
professionals
and
the
short
your
for
purchase
service
being
be
and
the
We
strategic
relating
marketing
accurate
compensation
provided
managements
business
the
usual
Merrill
Are
positions,
assume
“Bank
any
(with
delivered
provider
Company,
management,
any
Not
by
to
statements
advisory,
Bank
in
or
Lynch
in
of
such
through
no
aand/or
securities
and
FDIC
all
written
other
without
America”
finance
obligation
to
of
inand
material
affairs
tax
(or,
support
which
America
Professional
their
Insured
and
provision
business
one
contained
treatment
the
with
agreement
financing
positions
conditions)
and
other
communications
of
and
or
BAC
information
respects.
to
respect
the
the
are
*more
orupdate
“BofA
areas
May
investment
of
promotion
BofA
Company
Group
not
or
herein
Clearing
and
or
certain
with
affiliates
tax
to
Lose
to
atrade
of
Toor
Securities”
strategic
commitment
Securities
estimates
enter
structure,
includes
prohibits
Bank
as
us.
the
otherwise
Value
services
or
to
and
Corp.
banking
with
or
These
extent
of
into
otherwise
tax
of
marketing
are
Bank
advisory
America
*you.
the
and
matters
representative/Relationship
are
research
such
but
are
Are
materials
or
being
such
revise
by
activities,
name
registered
forecasts
If
without
of
aspects
the
Not
transaction;
Bank
you
effect
America
information
services
of
furnished
were
marketing
Corporation
these
analysts
and
Bank
the
are
of
of
disclosure
transactions,
are
obtained
neither
address
transaction
America
as
materials.
unsure
based
services
Guaranteed.
Corporation.
and
performed
futures
provided,
from
and
names
includes
other
on
written
and
of
who
should
from
of
being
Corporation
to
information
the
commission
These
its
or
used
identifying
for
other
commercial
your
globally
Manager.
however,
Company
public
matter
affiliates.
These
estimates
nor
We
be
directly
their
by
materials
branches
contractual
considered
intended
have
the
own
materials
sources,
addressed
or
by
provided
merchants
information
that
compensated
Global
Bank
Any
and
adopted
services
any
investment
accounts
have
or
by
ifforecasts
other
of
League
represent
service
of
only
members
such
have
us
Banking
its
and
by
America
not
policies
and
to
with
information
affiliates
in
or
transaction
or
the
been
be
Tables
banking
provider
for
connection
products
the
on
of
any
the
used
reasonable
recipient
of
and
future
behalf
involvement
prepared
accounts
and
Corporation
the
nonpublic
CFTC
to
referenced
and
Global
guidelines
affiliates
BAC
is
provide
that
to
is
financial
ofcannot
or
should
with
not
aand
the
by
of
estimates).
with
will
wide
will
Group
Markets
consummated
customers,
commercial
one
are
in
Company
other
and
or
of
within
allow
be
aseek
designed
range
investment
performance
arrange
members
view
Bank
or
its
please
used
(for
information,
more
divisions
advice
affiliates
us
No
these
of
toward
example
of
by
and/or
to
in
corporations,
any
representation
contact
or
to
America
subsidiaries
identify
any
debt,
of
for
materials
banking
based
financial
preserve
prepared
financing
the
of
(collectively,
public
any
other
taxpayer
in
oral
equity
Bank
your
NFA.
on
the
reason,
Corporation
the
transactions.
potential
or
disclosure
the
have
its
information
UK).
usual
of
governments
by
Company
or
Bank
for
written,
or
for
particular
independence
America
Bank
or
other
the
been
warranty,
any
the
Your
contact.
reviewed
of
transaction
provisions
of
transaction
purpose
“BAC
(“Investment
securities
America
under
prepared
being
in
service
The
America
(except
Corporation.
circumstances
accordance,
and
For
express
views
provided
applicable
with
Group”)
of
of
individuals,
Bank
provider
and
of
using
participants,
or
to
our
avoiding
or
Corporation
the
this
the
expressed
financial
or
BofA
Banking
to
research
of
managements
comprise
data
implied,
by
Lending,
purchase
extent
as
sentence
securities
America
from
will
us
applicable,
Securities
tax
sourced
domestically
in
instruments
Affiliates”),
from
remain
any
analysts.
an
herein
for
penalties
connection
isaother
shall
any
independent
or
made
full
such
the
laws
public
from
BofA
of
are
entities
security
the
with
client
cease
service
commercial
The
the
information
or
as
that
the
entity/branch
external
(including
and
including,
sources
otherwise,
Securities
the
to
herewith.
Company
BAC
to
or
views
(for
may
the
in
offshore,
securities
tax
USA
apply.
potential
connection
accuracy
example
advisor.
Group
be
third
or
banking
solely
Patriot
relates
derivatives,
in
imposed
These
entities
otherwise
are
and/or
Confidential
specified
from
party
the
firm
client
prohibits
intended
of
Notwithstanding
Bank
or
Act
United
to
activities,
materials
therewith.
Global
other
which
in
and
providers
completeness
the
on
to(Title
reviewed
EMEA,
of
bank
in
whom
such
commercial
tax
employees
for
potential
States,
America
Notice
your
conflicting
Corporate
structure
III
are
and
the
loans
taxpayer.
These
as
please
such
onboarding
of
not
by
benefit
BofA
outlined
trading
toPub.
of
anything
transaction
or
Merrill
us.
intended
Recipient
materials
from,
bank
such
and
or
see
other
interests
We
Securities,
If
L.
and
tax
in
any
additional
Investment
in
engaged
107-56
information
assume
directly
Lynch
certain
documentation
obligations)
that
treatment))
the
use
to
person
are
participants
or
provide
relevant
may
offor
directly
duties,
International
(signed
Inc.
no
financial
or
the
ininformation
uses
discussion
appear
Banking,
securities,
indirectly,
responsibility
and
Company,
and
on
the
of
footnotes
oror
into
addressed
or
Merrill
and
the
and/or
nothing
asole
instruments
herein
refers
obtained
perception
law
Company,
after
and
Designated
purposes
offering
basis
commodities
via
and
other
Lynch
where
October
to
contained
no
or
for
the
and
any
may
for
in
inference
from
independent
contractual
earliest
following
are
thereof,
other
delivered
aProfessional
potential
applicable.
evaluating,
such
only
not
favorable
Activity
26,
public
performed
herein
and
materials
be
and
tax
2001))
to
should
may
reproduced,
derivatives
occur
link:
statement
(the
counterparties
sources,
are
or
Company
investigation
is,
research
For
and
arise.
marketing
Clearing
and
subject
globally
“Company”)
or
[Link]
be
to
of
persons
should
shall
made
such
the
the
we
Inintrading,
rating
disseminated,
and
to
contrary,
the
date
have
promoting,
be
Corp.,
other
by
that
not
documentation
our
wishing
or
or
ordinary
BofA
relied
banking
of
any
or
in
assumed
be
verification
review
the
laws,
foreign
both
(i)
specific
connection
considered
the
Securities
other
views
upon
public
tomarketing
course
of
rules
Company
affiliates
quoted
and
request
that
exchange
which
company
as,
expressed
price
announcement
even
assessment
of
and
asuch
of
with
Europe
arepresentation,
such
or
further
recommendation
are
target,
of
these
regulations
or
where
shall
referred
estimates
an
Bank
that
and
recommending
registered
information
represent
SA)
actual
activities,
be
information
or
other
from
may
you
of
permitted
offering
to,
and
of
America
as
communicate
be
and
or
abrokerage
discussions
inwhether
broker-dealers
the
legal,
branches
applicable
potential
involved
whole
parts
(including,
forecasts
with
view
toregarding
atoCorporation,
compliance,
change
partnership
of
disclose
respect
or
asof
activities,
provide
the
mandate
in
relating
in
to
within
with
have
the
awithout
part,
the
BAC
atransaction.
and
these
to,
firm’s
rating
the
staff
been
past,
financial
and
or
without
any
Members
accounting
to
or
Group
including
and
tax
third
other
limitation,
such
that
engagement
research
or
reasonably
outside
the
transaction
treatment
principal
price
party
present
operate
at
our
Products
entity,
transaction,
services
any
of
Bank
the
target
policy
prior
department.
SIPC,
providers
data
time
investing
investment
and
prepared
United
or
from
and
or
of
to
and
written
the
to
other
from
and
America,
tax
may
and,
the
may
(ii)
afuture.
services
subject
different
States.
structure
risk
and
clients
public
third
matter.
as
in
invest
on
We
not
consent.
plan
other
well
the
perspective,
bases
These
are
be
N.A.,
party
We
company
that
of
announcement
on
criteria
or
entity
used
These
as
of
required
jurisdictions,
Bank
reflecting
do
These
arrangement
aproviding
may
aMember
suppliers)
materials
principal
transaction
not
oror
materials
and
of
be
relied
as
provide
materials
branch
to
America
referenced
consideration
appropriate,
methodology
the
obtain,
FDIC.
Investment
investment,
were
basis
and
upon
of
by
to
best
do
which
(including
such
legal,
locally
any
have
may
designed
or
and
Trading
not
verify
for
currently
manage
in
transaction
taxpayer,
is
compliance,
constitute
any
relied
not
BofA
following
products
the
or
used
registered
acting
corporate
and
reflect
any
purpose
inducement
in
for
Securities
on
available
to
funds
securities
record
use
then
for
prepare
such
offered
an
or
our
and
by
tax
that
(iii)
the
Table of Contents Presentation to Green Plains Inc. Discussion Materials 1. GPP Situation Overview7 2. Preliminary Take Private Analysis11 3. Process Overview15 4. Initial Proposal Considerations18 5. Flowback Considerations21
Introduction---Executive
high
forward
Additionally,
private
[Link]
cik=1539838&hl=717:827&hl_id=nyve2vcki
Inc. (“GPRE”)
payout
allows
for GPRE
ratios,
GPP
GPRE
to discuss
will
for
MLPs
tothe
struggle
reduce
Summary
our
broadly
following
views
management
to have
attract
MLP
on
keyaexperienced
reasons:
potential
MLP
Market
burden,
RTLR
investors
Backdrop
GPP
take
increasingly
Distribution
simplify
is
private
with
an MLPs
expensive
its
organizational
of30-day
high
Green
to
across
FANG
distribution
source
Plains
average
all($43.166MM*2)
Private%20Discussion\XLS\Comps\Midstream_Comps_v08.06.21_v1.xlsx
sectors
structure,
ofPartners
capital
daily
yields.
continue
trading
eliminate
LP
– Consequently,
With
(“GPP”)
[Link]
tovalue
its
struggle
public
13.9%
of
1 Executive
$0.44MM(2)
company
to
several
distribution
attractsponsors
Summary
expenses
new
de
yield,
public
minimis
have
Introduction
and
GPP
investors
opted
increase
trading
no longer
to and
execute
activity,
Includes
flexibility
serves
havesimplification
and
experienced
GPP,
the
to lack
execute
MLP’s
HEP,
FANG
of research
DKL,
original
negative
desired
transactions
Current
HESM,
analyst
purpose
strategy
fund
annualized
or
MPLX,
flows,
coverage
take
of
BofA
providing
their
resulting
dividend
WES,
recommends
Opportunity
partnerships
CQP,
ain
($1.8/share*181,053,648)
low
very
SUN,
cost
exploring
to
limited
private
RTLR
source
USAC,
retainaccess
option
There
Distribution
cash
ofNEP,
capital
flows
to
have
toWLKP,
equity
simplify
[Link]
GPP
–been
to
GPP
the
UAN
capital
does
34
the
costs
public
MLP
not
and
corporate
Small,
GPRE
provide
VNOM.
($16.446MM*2)
takelow
privates
~$20MM
structure,
access
float
Per FactSet
since
MLPs
toof
retain
capital
[Link]
cash
the
have
asfull
beginning
flow
of
andbeen
April
control
likely
permore
21,
year
ofand
will
2023.
2018,
negatively
through
optimize
notwith
in distributions
the13(1)
free
impacted
future
cash
affiliated
– flow
There
given
to public
1MLPs
lack
is
MPLX
nounitholders
of
clear
currently
scale,
PBFX
catalyst
trading
DKL
remaining,
plustoCQP
public
liquidity
restore
FANGWES
all
company
FCF
access
likely
and
HESM
($578MM*4)
poor
tocosts,
be
MLP
NBLX
institutional
bought
which
capital
RTLR
[Link]
incould
markets
or
interest
CNXM
restructured
BofA
otherwise
as
Even
OMP
Securities,
investor
inbe
in
Sources:
the
the
reinvested
sentiment
context
near
[Link]
(“BofA”)
term
of
into
has
solid
BofA
Dist.
the
permanently
appreciates
underlying
business
Yield:
believes Opportunity
ashifted
business
the
takeopportunity
private
away
fundamentals
tofrom
ofsimplify
GPP
tothe
meet
may
MLP
structure
and
with
bemodel.
reasonably
the
Green
–best
A take
Plains
path
Introduction---Executive
required;
would imply
however,
that the
since
finalGPRE
Summary
negotiated
nearly
(Cont’d)
premium
controls
Process
would
a majority
Considerations
likely
ofbe
theincommon
theIflow
GPRE
to
units
high-teens
makes
of GPP
an(0.2%
range
offer to
BofA
needed),
GPP,
recommends
GPP
there
will
is alikely
high
exploring
form
likelihood
aoption
conflicts
that
to simplify
the
committee
requisite
the of
corporate
approval
independent
will
structure,
be
directors
obtained
retainwhich,
full
An initial
control
with proposal
the
andadvice
optimize
at of
a 0%
itsfree
financial
premium
cash flow
and
to current
2legal
1 Executive
advisors,
tradingSummary
levels
will negotiate
would
(Cont’d)
bethe
consistent
terms
Introduction
of with
the transaction
recent precedent
on behalf
MLP ofbuy-in
the unaffiliated
proposalsunitholders
Subject to any
Negotiations
unforeseen
in market
precedent
or macro
transactions
disruption
haveand/or
typically
moves
lasted
following
from a few
announcement
weeks to several
of an months
initial offer,
Unitholder
precedent
consent
transactions
will be
Introduction---Overview
of GPRE stock GPP unitholders
3 Overview
able to
GPPparticipate
GPRE Simplifies
in growthcorporate
potential structure
of GPRE and
2.0 Unitholders
governance and
mayexpands
receive ainvestment
premium; appeal
whereasto sales
a broader
in therange
open of
market
corporate
will likely
investors
create
Increases
downward
cashpressure
flow retention
Efficient
by monetization
eliminating GPP
of unitholders’
distributionsinterests
to public
without
Reduces
being
public
exposed
company
to downside
costs Increases
and suffering
debt capacity
from poor
at GPRE
tradingImproves
liquidity cost
Introduction
of capitalAattake
GPRE
private
Near-term
of GPPbenefit
could be
from
thetax
bestbasis
alternative
step-upfor
Exchanges
all stakeholders
units for a more liquid security in the form
Introduction---Transaction
loan
majority
Agreement(4)
GPP
Ownership
[Link]
[Link]
bears
Cash)
ofinterest
Total
Interest
the$138MM
outstanding
Liquidity:
atGreen
a fixed
– Plains
Short-term
Overview
common
$732MM
rate of
Holdings
5.02%,
units
4Green
Notes
Introduction
Status
LLC
plus
Payable
Plains
an
(General
Quo(1)
interest
Holdings
Transaction
$15MM
Green
Partner)
rate
LLC
– premium
Other
Plains
Overview
Operating
(General
Total
Partners
ofPro
Book
Partner)
1.5%
Companies
Forma
LPValue
until
Outstanding
Green
____________________
the
of
100%
loan
Debt:
Plains
Ownership
is
Debt
$582MM
fully
Inc.$59MM
(NASDAQ:
Implied
drawn.
2.0%
Interest
(Less):
–At
23.246
2026
Source:GPRE
GP
December
$6.6MM
100%
GPRE)
interest:
Senior
total
Ownership
2.0%
–of
31,
[Link]
Secured
11.587
Unamortized
and
2022,
GPGPP
IDRs
=
Interest
TL(5)
the
11.660
FY2022
loan
Green
Total
Debt
100%
units
interest
10Ks.
Plains
Debt:
Issuance
Ownership
heldrate
Represents
$59MM
Partners
byCosts
was
public
Interest
5.02%.
(Less):
LP
Total
GPRE
%(NASDAQ:
ownership
Debt:
GPP
If
$20MM
debt:
GPP
debt:
$576MM
is
[Link]
GPP)
of
–unable
[Link]
Cash
common
48.8%
(Less):
&to Cash
repay
units
LP
$480MM
Equivalents
Interest
its
outstanding,
outstanding
–(11.6MM
Cash
Total
excluding
&
Term
Net
Cash
common
Loan
Debt:
Equivalents
GPbefore
units)
$39MM
ownership.
~$46MM
July
(Ex.
Total
20,
49.1
Includes
GPP
Liquidity:
2023,
of
public
Cash)
Revenue
GPP
Throughput
LP
Total
$20MM
will
interest:
/ yNet
incur
to100%
Fees
GPRE
GPP(2)
Debt:
[Link]
a 3%
and
Ownership
$96MM
Outstanding
penalty
Public
Minimum
Liquidity
Unitholders
for
Interest
Volume
payments
Debt $235MM
(Ex.
Operating
Commitments
prior
GPP
Green–Debt)
toAvailability
Plains
July
Companies
(3)
illustrated
20,
Inc.
$230MM
2024
(NASDAQ:
Under
49.2%
and
in–GPP
$250MM
a2.250%
LP
1.5%
Interest
model
GPRE)
penalty
2027
Revolver
provided
(11.7MM
Green
Convertible
for payments
Plains
$17MM
tocommon
BofA
Partners
Notes
–prior
on
Availability
units)
March
$125MM
to
LPJuly
48.8%
$20MM
22,20,
Under
2023.
– LP
11.750%
2025.
Distributions
interest;
$40MM
Excludes
Transaction
23,246,822
2026
11,586,548
GPCM
unamortized
Junior
$21MM
total
will
Hedge
Mezzanine
require
units:
units
Distributions
debt
Line
outstanding
aissuance
$480MM
unit
Notes
majority
100%
$75MM
costs
: – Ownership
Cash
vote
of–$6.61MM.
&Delayed
defined
Cash
Interest
Equivalents
as
Draw
Delayed
approval
100%
Loandrawn
(Ex.
of a
Introduction---Exchange Ratio Analysis 5 ____________________ Source: Company disclosure and FactSet data as of April 21, 2023. $15 / unit IPO price on June 26, 2015. Based on respective premiums. As reported in FY2022 10K. (USD in millions, unless otherwise noted) Exchange Ratio Analysis Introduction (1)
Introduction
at
announcement
seeking
the
GPRE
GPPa execution
consistent
Precedent
–Conflicts
such6strategy
aexchange
Introduction
–Transactions
requirement
Thus
Committee
and
a truly
ratio,
length
Overview
is
While
private
approval
and
extremely
ofthere
third-party
negotiations
approach
ofExecution
isKey
uncommon
high
Considerations
M&A
may
conviction
with
Method
not
and
transactions
the
beGPRE
Conflicts
Description
feasible
that
Requires
ashould
private
typically
in
Committee
this
Consideration
evaluation
resist
negotiation
situation
require
Effective
Timeline
ofaGiven
will
the
control
If communication
GPRE
merits
Per
lead
thepremium,
the
need
to
were
and
aGPP
constructive
to
considerations
tofile
partnership
make
affiliate
ofan
theamended
anmerits
take
outcome
offer
agreement,
ofprivate
of
to
a13D,
public
the
aIftransaction
aGPP
transactions
GPP
private
aversus
take
board
mayprivate
approach
private
can
decide
towhere
be
purchase
can
important
approach
toisabe
issue
made,
small
consummated
theato
minority
GPP
GPP’s
press
GPP
help
public
release
Conflicts
shape
Board
exits
byunits,
aupon
the
Acquirers
the
Unit
Committee
SIRE
GPP’s
investment
receipt
Majority
market
often
Board
ofmay
the
(i.e.,
typically
prefer
reception
would
offer
still
a majority
the
elect
Approach
form
require
public
Precedent
toa of
disclose
Conflicts
lower
approach
the
Dynamics
transactions
common
premiums;
the
Committee
asoffer
Conflicts
it units
substantially
publicly
have
since
outstanding)
toused
Committee
review
2015
Ofaincreases
the
mean
variety
the10
The
transaction
Process
and
most
of
Conflicts
the
median
methods
recent
chances
Requires
onpremiums
Committee
MLP
to
behalf
ofpresent
evaluation
two
take
ofsecurities
of
privates,
unaffiliated
the
may
MLP
transaction
oftrythe
take
7trading
tohave
merits
negotiate
unitholders
private
to
used
atand
the
atransactions
tight
afor
considerations
market
public
Conflicts
aexchange
“majority
including
approach
have
Committee
ratio
of
ofbeen
the
However,
press
negotiating
band;
minority”
13.4%
will
releases,
a public
hire
GPRE
and
a merger
vote,
independent
11.2%,
investor
approach
will
which
(substantially
be
respectively
presentations
required
also
would
financial
ensures
require
tomore
update
and
and
that
the
legal
common)
conference
negotiations
its
approval
13D
advisors
or
which
calls
of
executing
Roll
stay
a majority
will
Voting
Out
onsignal
track.
aPlan
Dynamics
tender
ofaThe
A
common
potential
private
offer
overall
TheEven
units
approach
transaction
following
process
with
by written
aistimeline
tender
discusses
often
to the
consent
preferred
offer,
market
canhow
range
legal
held
even
best
ifby
from
advisors
the
to
without
unitholders
two
execute
3-6securities
will
months
a formal
a likely
take
unaffiliated
depending
have
private
public
suggest
traded
of
with
on
1. GPP Situation Overview 1. GPP Situation Overview
GPP Situation Overview---Capital Raising in the MLP Sector Continues to be Challenged 7 ___________ Source: Dealogic as of April 21, 2023. Excludes Unregistered Blocks and Converts. MLPs still have minimal access to third-party equity capital MLP Equity Issuance ($Bn) (1) GPP Situation Overview Capital Raising in the MLP Sector Continues to be Challenged
GPP Situation
Note:Based onOverview---Many
timing of announcement.
Sponsors
NoHave
relevant
Bought-In
transaction
Theiravailable
MLP Givenfor 2012.
the Challenging
Buyer / (Seller/Target).
EnvironmentAnnounced
8 Parents have
deals
been
thatreassessing
have not yet
theclosed.
meritsMLP
of maintaining
Buy-In Failed
an MLP
Transactions
with 51 MLP
GPP Situation
buy-ins since
Overview
2011, in
Many
part Sponsors
due to theHave
market's
Bought-In
currentTheir
dislike
MLPof MLP
Givengovernance
the Challenging
and / or
Environment
having two (2)
separate
(2) (2)public companies MLP Buy-In Transactions Since 2011(1) (2) ____________________ Source: Dealogic and company disclosures.
GPP Situation
GEL, NGL, HEP,Overview---Peer
DKL, USDP, andBenchmarking
MMLP; Gathering
9 Peer Benchmarking
& Processing MLPs
GPP Situation
include WES,
Overview
DCP,Current
HESM,Distribution
CEQP, SMLP,Yield
SNMP;
LP DCF
Wholesale
Yield 2023E
Distribution
EV / 2023E
MLPs
EBITDA
include:Coverage
SUN, GLP,
2023E
and CAPL.
____________________
Note:MLP peer bars
Source:Company
reflect averagesfilings
unlessand
noted
Factset
otherwise.
as of April
(1)Represents
21, 2023. median
Note: Small-Cap
multiple rather
MLPsthan
include:
average.
MMLP,
(1) (1)
USDP, and SNMP; Large Cap MLPs include: ET, EPD, MPLX and PAA; Refined Products & Crude MLPs include: MMP, NS,
GPP Situation
include WES, DCP,
Overview---Total
HESM, CEQP, Return
SMLP,Since
SNMP;
GPP Wholesale
IPO 10 Total
Distribution
Return Since
MLPs
GPPinclude:
IPO GPPSUN,
Situation
GLP, and
Overview
CAPL.____________________
4/21/2023 Source:Company filings and Factset as of April 21, 2023. Note: Small-Cap MLPs include: MMLP, USDP, and SNMP; Large Cap MLPs include: ET, EPD, MPLX and PAA; Refined Products & Crude MLPs include: MMP, NS, GEL, NGL, HEP, DKL, and MMLP; Gathering & Processing MLPs
2. Preliminary Take Private Analysis 2. Preliminary Take Private Analysis
Preliminary
Analysis .97x
Take
Coverage
Private.96x
Analysis---Standalone
.97x .97x .96x ____________________
GPP Financial Projections
Source:
| Management
Projections 11
perTotal
GPPDistributable
financial model
Cash
received
Flow(1)
onLP
March
Distribution
22, 2023.
Per
Represents
Unit & Coverage
total distributable
EBITDA Leverage
cash flow(Debt
before/ GP
EBITDA)
distributions.
(US$ in$59
millions,
$59 $59except
$59 $59
per Storage
unit dataMVC
and where
Blendstar
noted)
Logistics
Projections
Trucking
basedCorporate
on Management
NLR estimates provided on March 22, 2023 Total Debt $MM: Standalone GPP Financial Projections | Management Preliminary Take Private
Preliminary
945 90% / 945
Take Private Analysis
Analysis---Standalone
____________________
GPRE Financial
Source:
Projections
Projections
| Management
per GPRE financial
12 Free Cash
modelFlow(1)
received
Earnings
on March
Per23,
Share
2023.
Adjusted
Calculated
EBITDA
as CFFO
Leverage
– Capex.
(Debt
Turnkey
/ EBITDA)
JVs Fuel
(US$Ethanol
in millions,
CST Ultra-High
except per unit
Protein
dataCorn
and where
Oil Inc.
noted)
Corn Projections
Oil (UHP) Minority
based on Interest
preliminary
Inc. Management
Corn Oil (DCO)
estimates
Corporate
provided
Otheron
Carbon
MarchPipeline
23, 2023’23E
Total
– ’27E
Debt CAGR
$MM: $650
– 34.8%
$648
Cap.
$647
Utilization
$461 $105 / Production
StandaloneVol
GPRE
(MMGY):
Financial
90% Projections
/ 945 90%| Management
/ 945 90% / 945 90% /
Preliminary
unit data) Take Private Analysis---Analysis at Various Premiums 13 Analysis at Various Premiums ____________________ Source: Company filings, Wall Street research and FactSet as of April 21, 2023. Includes the value of IDRs illustratively calculated using GPP’s LQA distribution yield applied to LQA GP distribution. Assumes 100% equity consideration. Preliminary Take Private Analysis ($ in millions, except per share /
Preliminary
potential
and GPRE inability
/ Take
GPP company
Private
to repayAnalysis---Illustrative
until
modelsmid-year
provided2023to BofA.
and
Transaction
associated
Preliminary
Analysis
premiums
Take
14Private
Transaction
for early
Analysis
prepayment
Assumptions
Illustrative
across
Pro
Transaction
following
Forma Sensitivity
two
Analysis
yearsAnalysis
Assumes($$0
in-MM)
$6MMGPRE
of illustrative
issues equity
annual
in order
synergies
to purchase
in combination
outstanding
of GPRE
GPP units
and GPP
that are
Assumes
publicly
synergies
traded Assumes
are tax adjusted
a 0% - 20%
at an premium
effective tax
to the
rateGPP
of 21%
unit Assumes
price of $13.10
transaction
as of April
closes21,
on 2023
January
Existing
1, 2024
debt
forbalances
illustrative
as of
purposes
December
____________________
31, 2022 Assumes GPP
Source:
SeniorCompany
Secured Term
disclosures,
Loan isFactSet
assumedasby
of GPRE
April 21,
given
2023
3. Process Overview 3. Process Overview
Processproposal
buy-in
Committee’s
recommends
transaction
approval
____________________
Overview---Illustrative
requires
if revised
advisor
thetotransaction
athe
vote
proposal
reviews
GPP
ofSource:
aConflicts
requires
majority
background
(ifGPP
consistent
Subject
Buy-in
Committee,
GPRE
of the
to with
legal
shareholders(1)
to
Process
transaction,
issue
the
which
counsel
exercise
more
Overview
the
strategic
review.
than
GPP
Transaction
of(Public
20%
their
Board
alternatives
(1)Transaction
of
fiduciary
or
its
authorizes
closing
Private
outstanding
and
duties)
upon
not
Approach)
management
to expected
review,
GPP
and
shares
GPP
unitholder
15
evaluate
astoforecasts
and
Process
consideration(1)
require
GPRE
and
Overview
GPRE
and
negotiate
regulatory
approve
prepares
toApproval
issue
Illustrative
the
the
approval
preliminary
definitive
proposed
more
requires
than
GPP
Below
agreement
transaction
20%
evaluation
Buy-in
theisaffirmative
of
anits
Process
illustrative
Joint
on
outstanding
materials
behalf
press
Overview
votebuy-in
of
Negotiations
release
ofshares
unaffiliated
a Unit
(Public
transaction
announcing
as
Majority
consideration.
GPRE
or
unitholders
Private
process
of
agreement
and
allApproach)
GPP
outstanding
involving
GPRE
Conflicts
of may
buy-in
Initial
GPRE
LP
choose
Committee
units,
transaction
Phase
andtovoting
the
GPRE,
make
Conflicts
negotiate
Parties
as
a together
public
a single
draft
Committee
theapproach;
terms
with
class,
registration
its
and
including
of
advisors,
ifconditions
GPP.
private,
/ proxy
Every
units
evaluate
GPP
statement
of
owned
Conflicts
the
may
the
potential
choose
by
merits
and
GPRE
Committee
file
to
of
buy-in
with
publicly
and
potential
its
the
process
transaction
affiliates
SEC
disclose
GPP isOnce
buy-in
unique
General
GPP
the
declared
initial
Conflicts
transaction
based
Partner
buy-in
effective,
onCommittee
the
interest
GPRE
proposal
circumstances
GPPand
is may
economic
schedules
GPP
its advisors
seek
Conflicts
andaonly
athe
revised
unitholder
formulate
Conflicts
and
Committee
offer
doesmeeting
and
not
price
Committee
determines
present
carry
and/or
to approve
voting
buy-in
may
negotiate
whether
rights
determine
the
proposals
transaction
the
A
theGPRE
terms
proposal
itand
is not
vote
and
summary
and
in
merits
conditions
will
GPRE
the be
best
formal
evaluation
required
schedules
interests
of review
theifmaterials
proposal
aof
20%
special
and
GPP
or
engages
to
Execution
more
Upon
meeting
move
of
GPRE
anthe
forward
of
independent
GPP
company’s
the
Board
Conflicts
shareholders
with
approval,
any
advisor
common
Committee
transaction
toGPRE
The
vote
stock
Conflicts
on
submits
isthe
issued,
Initial Approach
Committee
“view point”support
on deal
Considerations
for
value
a deal
Obligation
in advance
16 Description
of of
GPRE
public
Publicly
to announcement
file updated
disclose
13D
initial
Absent
reduces
offer
a leak,
ability
before
no to
unit-price
engaging
keep truly
reaction
with
“private”
the until
Conflicts
Public
deal Committee
announced
Private Initial
Not
Solicit
Approach
public
support
if agreement
Considerations
from public
not unitholders
reached
ProcessConsiderations
Overview
Negotiate terms
MLPofunit
GPPprice
buy-in
andprivately
parent share
withprice
Conflicts
may Committee
“over-react”Make
to announcement
joint public announcement
Potential deal failure
if and when
wouldagreement
be public is
if reached
agreement
Benefits
cannotMay
be reached
result inInability
faster overall
to withdraw
processorPublic
lower market
offer privately
/ unitholder
if markets
reaction
deteriorate
may facilitate
May result
price discovery
in slower overall
Obtain process
ConflictsNo market
Process Overview---Illustrative
transaction. Process Overview GPRE and GPP Calendar of Events (if Take Private is Management and Board Approved) 17 Illustrative GPRE and GPP Calendar of Events (if Take Private is Management and Board Approved) Illustrative Dates Expected Earnings Release NYSE Market Holiday (1) ____________________ (1)Required SEC filings and proxy materials to be confirmed based on final structure and terms of
4. Initial Proposal Considerations 4. Initial Proposal Considerations
Initial Proposal Considerations---Exchange Ratio Analysis 18 ____________________ Source: FactSet as of April 21, 2023. GPP / GPRE Unit / Share Price Performance (Last Two Years) GPP / GPRE Exchange Ratio (Last Two Years) 15% Premium 0% Premium 10% Premium Exchange Ratio Analysis 5% Premium 20% Premium Initial Proposal Considerations
Premiums
prior
Transaction
to thePaid
public
not in
included
Selected
announcement
in Precedent
medians.
of aInitial
MLP
definitive
Buy-ins
Proposal
agreement
–Considerations
100%for
Stock
privately
Transactions
Publicly
negotiated
Negotiated
19 ____________________
transactions and the full trading
Source:Company
period immediately
filings. Deal
priorsize
to the
calculated
initial public
as equity
offerpurchase
for publicly
pricenegotiated
of publicly-held
transactions.
units. Values
Premiums
listed
Paid
in millions.
in Selected
Premium
Precedent
/ (Discount)
MLP Buy-ins
calculated
– 100%as Stock
total consideration
Transactions paid
____________________
per unit relative to theBased
priceon
or the
VWAPinitial
forproposal
the Target
from
on Sprague
the unaffected
Resources
[Link]
Unaffected
LLC.
dateThe
is the
proposal
date ofwas
the withdrawn
last full trading
on June
period
4, 2020.
immediately
Initial
the unaffected
Proposaldate
Considerations---Summary
– 1. Calculated as (final of
agreed
Selected
uponPrecedent
exchangeTransactions
ratio / initial20
proposed
____________________
exchange ratio) – 1.
Source:Company
Summary of Selected
disclosure
Precedent
and FactSet.
Transactions
Deal size
Initial
calculated
ProposalasConsiderations
equity value of incremental acquired stake. Initial offer premium calculated as value of initial offer price divided by unit price from the unaffected date – 1. Definitive agreement premium calculated as value of agreed upon consideration divided by unit price from
5. Flowback Considerations 5. Flowback Considerations
Flowback
other
conviction
represent
energy
c.15-20%
Considerations---Flowback
insector
the profunds
offorma
a target’s
Long
equity
only
issued
story
funds
Considerations
share
Merger
will
capital
be
Arbitrage
strategic
Selling
for GPRE
Investors
when
pressure
21
exiting
Our
Selling
is typically
analysis
andtypically
won’t
concentrated
suggests
“flood
begins
that,
the
immediately
immediately
market”
if GPREThe
were
following
post-announcement
targeting
to makeanofaannouncement
incremental
share-based
and around
buyers
buy-in
Activecompletion
offer
will
funds
be
forpivotal
that
GPP,
of
cannot
the
we
to building
transaction
expect
own securities
flowback
a long
Keyterm
Takeaways
outside
to be
supportive
modest
of MLP
forasGPRE
shareholder
/there
midstream
Flowback
is notbase
much
/ infrastructure
Considerations
should
shareholder
existing
mandates
overlap
for
GPP GPRE
shareholders
tend
between
Flowback
to have
thechoose
more
two
Considerations
companies
discretion
to sell, and
on
Thedemand
timing
flowback
ofcould
sales;
may bethese
be
absorbed
from
investors
index
to anand
will
extent
active
make
by:funds
sales
Existing
before
withGPRE
MLP,
and after
shareholders,
Midstream
the closing
and
especially
/of
orainfrastructure
transaction
those underweight
Merger
based mandates
arbitrage
GPRE investors
Some
vs. peers
of these
will
/ S&Pbe
institutions
600
active
Holders
upon
may
announcement
of still
bothbeGPRE
able to
and
and
hold
GPP
typically
GPRE
with can
stock in
Flowback
have a position
Considerations---Shareholder
in GPRE, indicating theyCrossover
will likely–retain
GPREa &
position
GPP 22 in Flowback
the pro forma
Considerations
company, these
GPPinvestors
Top 20 Active
represent
Institutional
only ~1% Shareholders
of total U/[Link]
NoneTop
of GPRE’s
20 Active
topInstitutional
20 holders have
Shareholders
a top 20 holding
Holder of
in both
GPP,GPRE
signaling
andthe
GPPrisk
____________________
of active money to churn
Source:
post-announcement,
Factset as of April
although
21, 2023
theseper
funds
mostcould
recentwell
13-Fchoose
filingstodated
retainDecember
their shares
30,Shareholder
2022. Excludes
Crossover
index –funds
GPREand&broker
GPP / dealers. While a portion of GPP’s top 20 active holders also