SecProbe.io

CORRESP
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filename1.htm

  Michelle S. Mapes,
  Partner

  DIRECT
  402.964.5091  FAX 402.964.5050
  ·michelle.mapes@huschblackwell.com

  1620
  DODGE STREET, SUITE 2100  · OMAHA,
  NE  68102-1504

  www.huschblackwell.com

August 21, 2008

VIA EDGAR

Ms. Era Anagnosti

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 7010

Washington, DC  20549

  Re:

  Green Plains Renewable
  Energy, Inc.

  Registration Statement on
  Form S-4 Amendment No. 1

  Filed on August 1,
  2008

  File No. 333-151900

Dear Ms. Anagnosti:

We have set forth below the responses of Green Plains
Renewable Energy, Inc. (“GPRE” or the “Company”) to the comments contained
in the comment letter dated August 15, 2008 from the staff of the
Securities and Exchange Commission (the “Staff”).  The Company is concurrently filing via EDGAR
Amendment No. 2 to its Registration Statement on Form S-4 (the “Registration
Statement”).  The Registration Statement
reflects the Company’s responses to the Staff’s comments as well as certain
updating information and conforming changes resulting therefrom.  To expedite your review, we are also sending
you copies of the Registration Statement marked to show changes from the filing
on August 1, 2008.  All page references
in the Company’s responses are to the marked copies of the Registration
Statement, not the EDGAR view.  Certain page numbers
have changed from the initial filing.
For ease of reference, we reproduce below the comments, and include
under each comment the Company’s response.

General

1.               Please ensure that the financial statements and
corresponding financial information included comply with Rule 3-12 of
Regulation S-X.

The Company will ensure that the financial
statements and corresponding financial information comply with Rule 3-12
of Regulation S-X.

2.               Please revise your tax disclosure throughout the
document to state that Stoel Rives “has” opined or delivered their opinion
instead of stating that they “will” deliver their opinion.

The tax disclosure has been revised to state that Stoel
Rives has delivered its tax opinion.

Letter to
Shareholders

3.               The letter still appears dense and confusing.  In the first paragraph, please state simply
that you will acquire VBV, IBE and EGP since the details regarding the legal
mechanics of the mergers are disclosed elsewhere in the prospectus.  In the second full paragraph, please state
simply that you have received an opinion the mergers will be tax free
reorganizations since the details are disclosed elsewhere.

The first paragraph of the letter has been revised
as requested.  We have revised the cover
letter to reflect the fact that, for U.S. federal income tax purposes, the VBV
Merger will qualify as a “reorganization” and GPRE, its subsidiaries, VBV, and
(depending on their individual circumstances) VBV Members generally will not
recognize gain or loss as a result of the Mergers.  We are unable to state that the EGP Merger
and the IBE Merger will be a tax free reorganization because the EGP Merger and
the IBE Merger will be taxable to the holders of units in EGP and IBE (other
than VBV).

Summary, page 8

The Companies, page 8

                                                                        VBV LLC, page 8

4.               We note your response and revised disclosure in
response to comment 18 of our prior letter.
Following our review of the supplemental materials, we note that on page 3,
of the Project Eagle Preliminary Bank Presentation dated April 21, 2008,
VBV is characterized as a joint venture of NTR and Wilon.  Please revise your disclosure to describe
adequately the nature of VBV’s business.
To the extent that VBV’s business extends beyond managing the operations
of IBE and EGP, please disclose what the other aspects of VBV’s business are.

We understand that the Project Eagle Preliminary
Bank Presentation you reference in your comment characterized VBV

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as a “joint venture” of NTR and Wilon to simplify
the explanation of VBV’s ownership structure for purposes of that
presentation.  As noted in the disclosure
contained in the Registration Statement, VBV is owned by the two Bioverda
entities (each of which are wholly owned subsidiaries of NTR plc) and Wilon.

In addition to managing certain operational
aspects of IBE and EGP, VBV also markets ethanol in different geographic
locations around the United States and is in process of building a fee-based
ethanol marketing business to provide this service to other ethanol plants in
the industry.  VBV may engage in other
industry-related business activities as determined by its board and management
in the future.  This disclosure has been
added to the Registration Statement on page 8 and on pages 173-174 in
the section entitled “Information With Respect to VBV and the VBV Subsidiaries.

Conditions to
Completion of the Mergers, page 10

5.               We note your revised disclosure in response to comment
20 of our prior letter; however, it seems that you have not addressed the
circumstances under which you would re-solicit the shareholders’ votes.  Please revise your disclosure accordingly.

The disclosure has been revised as requested on page 10.

Background of the
Mergers, page 55

6.               Please quantify your valuation disclosure to help
investors understand how the parties arrived at the 11,139,000 share number and
what value that number of GPRE shares represented at that time.

The requested disclosure has been made on pages 59-60
and 62.

GPRE’s Reasons for
the Mergers, page 61

7.               Please quantify your disclosure related to the “modest”
accretion to earnings found in the fourth bullet point of your disclosure.

The requested disclosure has been made on page 63.

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VBV’s and VBV
Subsidiaries’ Reasons for the Mergers, page 62

8.               From our review of the supplemental materials, we note
that one of VBV’s reasons for merging with GPRE was VBV [Subsidiary] members’
ability to achieve liquidity through receipt of publicly traded common stock
(see page 5 of the Project Eagle Preliminary Bank Presentation dated April 21,
2008).  To the extent that this was a
material reason for the mergers as well as a material factor in determining the
structure of the merger, please disclose.

We note that the last bullet point under the
heading “VBV’s and VBV’s Subsidiaries’ Reasons for the Mergers” on page 64
of the Registration Statement contains this disclosure. We have updated the
disclosure on page 57 of the Registration Statement under “Background of
the Mergers” to indicate that one of the material factors that was discussed
among the parties as a consideration in determining the structure of the merger
was the ability of the VBV Subsidiary members to achieve liquidity through
receipt of GPRE’s common stock as merger consideration.

Opinion of
Financial Advisor, page 63

9.               We also note that it is not clear how Duff &
Phelps selected the “overall concluded value range in which” it assessed the
overall fairness of the transaction.
Please explain.

The disclosure has been revised to further clarify
on pages 69-72.

Discounted Cash
flow Analysis, page 67

10.         We note your response to the first half of comment 47
of our prior comment letter.  Since Duff &
Phelps relied on the projections and the quality of the discounted cash flow
analysis is directly related to the quality of the inputs and assumptions used
in its analysis, the disclosure of projections appears to be material to a
voting shareholder in evaluating the discounted cash flow analysis.  Please provide to us a detailed legal
analysis that explains why this data is not material, or otherwise disclose the
financial projections used in Duff & Phelps’ analysis necessary for
the voting shareholders’ understanding of the current disclosure.  Please note that material information must be
disclosed, even if confidential.

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Additional disclosure presenting these projections
has been made on pages 68-69.

Selected Public
Companies’ Analysis, page 67

11.         Based on our review of the supplemental materials, it
is not clear what variables Duff & Phelps used in determining the
Adjusted Enterprise Values and the equity values in the selected public
companies’ analysis.  Please explain.

Additional explanatory disclosure has been made on
pages 68-69.

Summary of
Analysis, page 69

12.         The range of values disclosed here differs from the
range of values found in the discounted cash flow analysis on page 67 and
the selected public companies’ analysis on page 68.  Please explain the difference in values as
well as how you arrived to the 16,871,472 share number.

Additional explanatory disclosure has been made on
pages 69-72.

Material U.S.
Federal Income Tax Consequences of the Mergers, page 73

13.         We note your revised disclosure in response to the
third bullet point of comment 10 of our prior comment letter.  It remains unclear to us why the tax summary
is applicable “only to [the] Subsidiary Holders and Subsidiary Optionholders…”
and not to GPRE and all of the Holders who are U.S. persons.  Please explain or revise your disclosure
accordingly.

The
second sentence of the tax disclosure on page 75 has been revised to
clarify that the tax disclosure applies to GPRE, the VBV Members, VBV, the
Subsidiary Holders, and the Option holders, except for Subsidiary Holders
and  Option
holders who are not U.S. persons.  We are
not aware of any Subsidiary Holders or Option holders who are not U.S. persons,
and thus we believe that the exclusion of that subset from the tax disclosure
is immaterial.

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The Merger
Agreements, page 80

14.         Following our review of the supplemental materials you
provided to us in response to comment 55 of our prior comment letter, we note
the disclosure related to Schedule 3.2(i) of the VBV merger
agreement.  To the extent material,
please quantify the resulting tax liability and discuss whether this liability
may have a material adverse effect on the combined business.

Neither of the items is material.  The first item concerns the effective date of
VBV’s election to be classified as a corporation.  The question is whether VBV’s election to be
classified as a corporation was effective on September 28, 2006, the
effective date requested by VBV, or on April 11, 2007, the date on which
the IRS accepted VBV’s election.  At
issue is whether VBV is entitled to use approximately $50,000 of tax losses
that were incurred before April 11, 2007.
Neither the amount of the tax losses or any other consequence of the
potential delayed effectiveness of the election is material.

The second item concerns whether the IRS will
grant a retroactive extension for IBE’s request to change its taxable year from
the year ending December 31, 2007 to a year ending March 31,
2007.  Because IBE is treated as a
partnership for federal income tax purposes, and partnership items are included
on the returns of their partners for their taxable years in which the
partnership’s year ends, at issue is the taxable year in which VBV will include
its share of IBE’s income or loss for the period beginning January 1, 2007
and ending March 31, 2007.  This
deferral (or acceleration) of three months of IBE’s income or loss is not
material.

15.         The context of the disclosure related to Schedule 4.2 (g) of
the VBV merger agreement is ambiguous, and the reference to the undisclosed
liability is unclear.  Please explain to
us supplementally the matters addressed by the disclosure.

The reference to “undisclosed liability” comes
from the heading of Section 4.2(g) of the VBV Merger Agreement.  A potential liability arose after the “Most
Recent Balance Sheet” under the Merger Agreement relating to real estate tax
assessment on the Shenandoah ethanol plant land.  The value for real estate tax purposes had
been approximately $621,000 and the proposed new valuation by the county
assessor had increased to approximately $3,038,000.  GPRE is challenging the assessment.  If the county is

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successful in the increased valuation, it would
result in approximately an additional $50,000 per year real estate tax
obligation.  GPRE believes it has
reasonable likelihood to succeed on its challenge and if not successful, it
does not view the financial impact of the increased tax as material.  It did however choose to disclose this item
to VBV in the disclosure schedule.

Unaudited Pro
Forma Condensed Combined Financial Statements and Related Notes Thereto, page 98

16.         We note your response to prior comment 68.  Please identify the entity that will be
purchasing the 6,000,000 shares of your stock at $10.00 per share.  Your disclosures elsewhere indicate that the
stock purchase will be made by Bioverda International Holdings Limited and
Bioverda US Holdings LLC, which your disclosures on page 11 indicate
currently own approximately 90% of VBV LLC.
In a similar manner to your response, please disclose that the stock
purchase agreement is contingent upon the occurrence of the merger.  Please disclose whether there is any
possibility for the stock purchase agreement not to occur upon the occurrence
of the merger.  Please also disclose what
consideration you gave as to whether the cash received in the stock purchase
agreement should be included in your purchase price calculation and allocation.

Additional disclosure has been made on page 104,
and, with respect to the consideration of the Stock Purchase in the
purchase-price allocation, page 105.
With respect to the possibility for the Stock Purchase not to occur upon
occurrence of the merger the fifth sentence of the second paragraph of Note 1
was added.

Note 1.  Basis of Presentation, page 101

17.         We note your response to prior comment 66.  Please disclose the nature and terms of any
contractual agreements, including management or cost sharing agreements, which
will be in place subsequent to the acquisition in the pro forma financial
statements and related notes.  Please
also disclose how you determined you did not need to give pro forma effect to
these arrangements.

Upon further analysis we have determined the
additional compensation resulting from the change of control under our chief
financial officer’s employment agreement and the execution of an employment
agreement with VBV’s chief executive officer

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constitute material agreements or modifications
that are related to the transactions.  As
a result, additional pro forma adjustments for these items (Adjustment (g))
have been added on pages 102, 103 and 106.

18.         We note your response to prior comment 64.  It remains unclear how you arrived at the
depreciation adjustment amount of $355,000.
We continue to believe that you should present the detailed calculation
used to arrive at this amount.  Your
calculation should show the specific adjustment amount related to each asset
category and corresponding useful life.

Additional disclosure has been made to note (f) on
page 105 and 106.

Note 2.  Pro Forma Adjustments, page 101

19.         In your description of adjustment (b) you state
that amounts recorded for corn purchase contracts will be charged to earnings
in the periods the contracts mature.
Please expand your disclosure to provide a breakdown of when the
contracts mature with corresponding amounts.
Please also disclose that no pro forma adjustment has been included in
your pro forma statement of operations for these contracts.  Please also disclose with quantification how
changes in the value of the contracts and maturities would impact your
statement of operations.

A pro forma adjustment (Adjustment (e)) was
recorded to expense the portion of the corn purchase contracts that matured
during the period in the pro forma statement of operations for the three-month
period ended May 31, 2008 (which were added in Amendment No. 2).  However, no pro form