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 required 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 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). On December 6,
2023, the Support Parties, who as of the record date for the consent solicitation collectively beneficially owned 11,661,429 GPP Common Units, representing approximately 50.1% of the outstanding GPP Common Units, delivered the Written Consent in
accordance with the terms of the Support Agreement. The delivery of the Written Consent was sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the GPP Limited Partners.
On November 17, 2023, GPRE filed with the SEC an amended registration statement on Form S-4
(Registration No. 333-275007), which included a notice of solicitation of written consent and a consent solicitation statement/prospectus with respect to (i) the issuance of shares of GPRE Common
Stock required to fund the Stock Consideration and (ii) the solicitation of written consents from the GPP Limited Partners. The registration statement on Form S-4 became effective under the Securities Act
of 1933, as amended (the Securities Act) on December 1, 2023. On December 4, 2023, (i) GPRE filed with the SEC a prospectus pursuant to Rule 424(b)(3) promulgated under the Securities Act (the GPRE Prospectus), and
(ii) GPP filed with the SEC a definitive consent solicitation statement on Form DEFM14A pursuant to Section 14(a) of the Exchange Act (the GPP Consent Solicitation Statement). Each of the GPRE Prospectus and the GPP Consent
Solicitation Statement included a notice of solicitation of written consent and a consent solicitation statement/prospectus (the Consent Solicitation Statement/Prospectus). GPP first mailed the Consent Solicitation Statement/Prospectus
to GPP Limited Partners on or about December 6, 2023. 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.
This Amendment No. 3 is being filed pursuant to Rule 13e-e(d)(3) to report the results of the transaction that is the subject to this Amended Transaction Statement.
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. 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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