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SEC Comment Letter for Green Plains Inc. (GPRE) (CIK 0001309402) (GPRE) — Dec 19, 2007

Green Plains Inc. (GPRE) (CIK 0001309402)
Date: Dec. 19, 2007 · CIK: 0001309402 · Accession: 0000000000-07-061672

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File numbers found in text: 333-147831

Date
December 19, 2007
Author
Pamela A. Long Assistant Director
Form
UPLOAD
Company
Green Plains Inc. (GPRE) (CIK 0001309402)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0404

DIVISION OF CORPORATION FINANCE December 19, 2007 Mail Stop 7010 Via U.S. mail and facsimile

Mr. Wayne B. Hoovestol, President and Chief Executive Officer Green Plains Renewable Energy, Inc. 105 N. 31 st Avenue, Suite 103 Omaha, Nebraska 68131 Re: Green Plains Renewable Energy, Inc. Registration Statement on Form S-4 Filed on: December 5, 2007 File No.: 333-147831 Dear Mr. Hoovestol: We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

Prospectus Cover Page

Include the following additional information on the prospectus cover page. 1. Disclose title and aggregate number of shares of common stock that are being registered and will be issued in c onnection with the proposed merger.

Mr. Wayne B. Hoovestol Green Plains Renewable Energy, Inc. December 19, 2007 Page 2 2. Disclose the consideration to be rece ived by existing Green Plains Renewable Energy shareholders in the proposed merger. 3. Briefly describe other material terms of the proposed merger. 4. State whether any national securities excha nge or the Nasdaq Stock Market lists the securities being offered, naming the pa rticular market(s) and identifying the trading symbol(s) for those securities.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosure they have made. Notwithstanding our comments, in the even t the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness as a defense in any proceeding initiat ed by the Commission or any person under the federal securities laws of the United States.

In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.

Mr. Wayne B. Hoovestol Green Plains Renewable Energy, Inc. December 19, 2007 Page 3 We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Dorine H. Miller, Financ ial Analyst at (202) 551-3711 or, in her absence, contact me at (202) 551-3765.

Sincerely,
Pamela A. Long Assistant Director

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE
      December 19, 2007
 Mail Stop 7010
Via U.S. mail and facsimile

Mr. Wayne B. Hoovestol, President      and Chief Executive Officer Green Plains Renewable Energy, Inc. 105 N. 31
st Avenue, Suite 103
Omaha, Nebraska   68131  Re: Green Plains Renewable Energy, Inc.
 Registration Statement on Form S-4
 Filed on:  December 5, 2007  File No.:  333-147831  Dear Mr. Hoovestol:
We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Prospectus Cover Page

 Include the following additional information on the prospectus cover page.
1. Disclose title and aggregate number of shares of common stock that are being registered and will be issued in c onnection with the proposed merger.

Mr. Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
December 19, 2007 Page 2
2. Disclose the consideration to be rece ived by existing Green Plains Renewable
Energy shareholders in the proposed merger.
3. Briefly describe other material  terms of the proposed merger.
4. State whether any national securities excha nge or the Nasdaq Stock Market lists
the securities being offered, naming the pa rticular market(s) and identifying the
trading symbol(s) for those securities.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosure they have made.
 Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.

Mr. Wayne B. Hoovestol
Green Plains Renewable Energy, Inc. December 19, 2007 Page 3    We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Dorine H. Miller, Financ ial Analyst at (202) 551-3711 or, in her
absence, contact me at (202) 551-3765.

Sincerely,

  Pamela A. Long Assistant Director