SEC Comment Letter for Green Plains Inc. (GPRE) (CIK 0001309402) (GPRE) — Jul 12, 2010
Green Plains Inc. (GPRE) (CIK 0001309402)
Date: July 12, 2010 · CIK: 0001309402 · Accession: 0000000000-10-038738
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-167292
Referenced dates: June 25, 2010
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE J u l y 9 , 2 0 1 0 Via U.S. Mail and Facsimile Todd A. Becker President and Chief Executive Officer Green Plains Renewable Energy, Inc. 9420 Underwood Avenue, Suite 100 Omaha, Nebraska 68114 Re: Green Plains Renewable Energy, Inc. Amendment No. 1 to Registra tion Statement on Form S-3 Filed July 6, 2010 File No. 333-167292
Dear Mr. Becker: We have limited our review of your filing to those issues we have addressed in our comments. We welcome any questions you ma y have about our comments or any other aspect of our review. Feel fr ee to call us at the telephone numbe rs listed at the end of this letter. Amendment No. 1 to Form S-3
General
1. We note your response to comment one of our letter dated June 25, 2010. We are unable to concur with your belief that the proposed tran saction represents a valid secondary offering under Rule 415(a)(1)(i) . Please revise the registration statement to identify the selling shareholders as underwriters. Exhibit 5.1 – Opinion of Husch Blackwell Sanders LLP
2. We note that in response to our prior comment 7 you have substituted the phrase “Iowa Business Corporation Act” with “a pplicable Iowa Law.” Please understand that counsel must opine on the corporate laws of the jurisdiction of incorporation of the registrant. Please have counsel revise the opinion as appropriate.
* * * *
Todd A. Becker Green Plains Renewable Energy, Inc. July 9, 2010 Page 2 You may contact Erin Jaskot, Staff Atto rney, at (202) 551-3442, or me at (202) 551-3397 with any questions.
Sincerely, Jay Ingram Legal Branch Chief
cc: Michelle S. Mapes, Esq. ( via facsimile at (402) 884-8776)
Green Plains Renewa ble Energy, Inc.
9420 Underwood Avenue, Suite 100 Omaha, Nebraska 68114 Jeffrey T. Haughey, Esq. ( via facsimile at (816) 983-8080)
Husch Blackwell Sanders LLP
4801 Main Street, Suite 1000 Kansas City, Missouri 64112
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
J u l y 9 , 2 0 1 0
Via U.S. Mail and Facsimile
Todd A. Becker
President and Chief Executive Officer
Green Plains Renewable Energy, Inc. 9420 Underwood Avenue, Suite 100 Omaha, Nebraska 68114
Re: Green Plains Renewable Energy, Inc.
Amendment No. 1 to Registra tion Statement on Form S-3
Filed July 6, 2010
File No. 333-167292
Dear Mr. Becker:
We have limited our review of your filing to those issues we have addressed in our
comments. We welcome any questions you ma y have about our comments or any other
aspect of our review. Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter. Amendment No. 1 to Form S-3
General
1. We note your response to comment one of our letter dated June 25, 2010. We are
unable to concur with your belief that the proposed tran saction represents a valid
secondary offering under Rule 415(a)(1)(i) . Please revise the registration
statement to identify the selling shareholders as underwriters.
Exhibit 5.1 – Opinion of Husch Blackwell Sanders LLP
2. We note that in response to our prior comment 7 you have substituted the phrase
“Iowa Business Corporation Act” with “a pplicable Iowa Law.” Please understand
that counsel must opine on the corporate laws of the jurisdiction of incorporation of
the registrant. Please have counsel revise the opinion as appropriate.
* * * *
Todd A. Becker
Green Plains Renewable Energy, Inc. July 9, 2010 Page 2
You may contact Erin Jaskot, Staff Atto rney, at (202) 551-3442, or me at (202)
551-3397 with any questions.
Sincerely, Jay Ingram Legal Branch Chief
cc: Michelle S. Mapes, Esq. ( via facsimile at (402) 884-8776)
Green Plains Renewa ble Energy, Inc.
9420 Underwood Avenue, Suite 100 Omaha, Nebraska 68114 Jeffrey T. Haughey, Esq. ( via facsimile at (816) 983-8080)
Husch Blackwell Sanders LLP
4801 Main Street, Suite 1000 Kansas City, Missouri 64112