Item 1.01 Entry into a Material Definitive Agreement

Asset Purchase Agreement

Effective January 25, 2021, Green Plains Partners LP (the "Partnership") entered into an Asset Purchase Agreement (the "Purchase Agreement") with its parent Green Plains Inc. ("GPRE"), Green Plains Ord LLC ("Green Plains Ord") and Green Plains Trade Group LLC ("GPTG" and collectively with GPRE and Green Plains Ord, the "GPRE Buyers"), Green Plains Holdings LLC, the Partnership's general partner (the "General Partner"), Green Plains Operating Company LLC, a wholly owned subsidiary of the Partnership (the "Operating Company"), Green Plains Ethanol Storage LLC, a wholly owned subsidiary of the Partnership ("Green Plains Storage"), and Green Plains Logistics LLC, a wholly owned subsidiary of the Partnership ("Green Plains Logistics" and collectively with the Partnership, the General Partner, Green Plains Storage and the Operating Company the "Partnership Parties"), pursuant to which the GPRE Buyers agreed to purchase certain ethanol storage assets located in Ord Nebraska (the "Storage Assets") from the Partnership Parties (the "Transaction") for consideration of $27 million. The Partnership will receive $27 million cash as payment for the Transaction which will be used to pay down its debt. In addition, an amendment to the Ethanol Storage & Throughput Agreement will be executed at closing to reduce the minimum volume commitment with GPTG by 14.8 million gallons per quarter or 59.2 million gallons annually and approximately 180 railcars of the approximately 2,450 railcars managed by the Partnership are anticipated to be conveyed to GPRE. As part of the Transaction, at closing, the Ethanol Storage and Throughput agreement will be extended for one year.

The Storage Assets consist of the ethanol storage assets to be disposed of in GPRE Buyers' sale of the Ord ethanol plant. The Purchase Agreement provides for the closing of the Transaction to occur immediately prior to the GPRE Buyer's sale of the Ord ethanol plant, which is expected to occur in the next 45 days, subject to customary closing conditions.

Pursuant to the Purchase Agreement, and subject to certain limitations, the Partnership Parties and the GPRE Buyers agreed to certain indemnification provisions with each other and their respective affiliates.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated into this Item 1.01 by reference.

Relationships

Each of the parties to the Purchase Agreement is a direct or indirect subsidiary of GPRE. As a result, certain individuals, including officers of GPRE and officers and directors of the General Partner, serve as officers and/or directors of one or more such entities. GPRE currently (as of the date of this Current Report on Form 8-K) beneficially owns 11,586,548 common units of the Partnership, collectively representing a 48.9% limited partner interest in the Partnership as of January 25, 2021. GPRE also owns a 2% general partner interest in the Partnership and all of the Partnership's incentive distribution rights through its ownership of the General Partner.

The terms and conditions of the Purchase Agreement were approved on behalf of the Partnership by the conflicts committee and the board of directors of the General Partner. The conflicts committee, which is comprised of independent members of the board of directors of the General Partner, retained independent legal counsel to assist it in evaluating and negotiating the Transaction.




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Item 7.01. Regulation FD Disclosure.

On January 27, 2021, the Partnership issued a press release announcing the Transaction. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing by the Partnership under the Securities Act unless specifically identified therein as being incorporated therein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report.



Exhibit            Description
                     Asset Purchase Agreement, dated January 25, 2021, by and
                   among Green Plains Partners LP, Green Plains Holdings LLC,
2.1                Green Plains Operating Company LLC, Green Plains Ethanol
                   Storage LLC, Green Plains Logistics LLC, Green Plains Inc.,
                   Green Plains Trade Group LLC and Green Plains Ord LLC  .
99.1                 Press Release, dated January 27, 2021  .
104                Cover Page Interactive Data File (embedded within the Inline
                   XBRL document).



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