As filed with the Securities and Exchange Commission on June 24, 2008

Registration No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GREEN PLAINS RENEWABLE ENERGY, INC.

(Exact name of registrant as specified in its charter)

105 N. 31st Avenue, Suite 103
Omaha, Nebraska 68131
(402) 884-8700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Wayne B. Hoovestol

President and Chief Executive Officer

Green Plains Renewable Energy, Inc.

105 N. 31st Avenue, Suite 103

Omaha, Nebraska  68131

(402) 884-8700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and upon completion of the mergers described herein.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

CALCULATION OF REGISTRATION FEE

(1)                                 Represents the maximum number of shares of common stock of Green Plains Renewable Energy, Inc. (“GPRE”), par value $0.001, issuable upon the completion of (i) the proposed merger of Green Plains Merger Sub, Inc., a wholly-owned subsidiary of GPRE, with and into VBV LLC; (ii) the proposed merger of IN Merger Sub, LLC, a wholly owned subsidiary of GPRE with and into Indiana Bio-Energy, LLC (“IBE”); and (iii) the proposed merger of TN Merger Sub, LLC, a wholly owned subsidiary of GPRE, with and into Ethanol Grain Processors, LLC (“EGP”), each as described in this registration statement.

(2)                                 Estimated solely for purposes of calculation of the registration fee in accordance with Rules 457(c) and (f) of the Securities Act of 1933, as amended, based upon the product of: (A) 11,139,000 shares, which is the maximum number of shares of GPRE common stock, which are being registered, that will be received by the unit holders of VBV, IBE and EGP in the mergers, multiplied by (B) $6.13, the average of the high and low sale prices for shares of GPRE common stock as reported on The NASDAQ Capital Market on June 19, 2008.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED JUNE 24, 2008

The information in this proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus is not an offer to sell these securities nor a solicitation of any offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

To the Shareholders of Green Plains Renewable Energy, Inc.                                                  , 2008

Dear Shareholder:

Green Plains Renewable Energy, Inc. (“GPRE”) has entered into an Agreement and Plan of Merger among it, a newly-formed wholly-owned subsidiary of GPRE, Green Plains Merger Sub, Inc. (“GP Merger Sub”), VBV LLC (“VBV”), and certain other parties for limited purposes (the “ VBV Merger Agreement”). The VBV Merger Agreement contemplates the following transactions:

(i)                                     GP Merger Sub would be merged with and into VBV (the “VBV Merger”), whereby the outstanding limited liability company interests in VBV would be converted into the right to receive 7,498,369 shares of GPRE common stock and VBV would become a wholly-owned subsidiary of GPRE;

(ii)                                  concurrently with the consummation of the VBV Merger, a wholly owned subsidiary of GPRE would be merged with and into Indiana Bio-Energy, LLC (“IBE”), in which VBV holds a majority interest,  pursuant to the Agreement and Plan of Merger among GPRE, IBE and the GPRE subsidiary (the “IBE Merger Agreement”), whereby IBE unit holders other than VBV would receive 1,070,912 shares of GPRE common stock and GPRE would assume options to purchase IBE units, which would be converted into options to purchase 240,095 shares of GPRE common stock (the “IBE Merger”); and

(iii)                               also concurrently with the consummation of the VBV Merger, a wholly-owned subsidiary of GPRE would be merged with and into Ethanol Grain Processors, LLC (“EGP” and together with IBE, the “VBV Subsidiaries”), in which VBV holds a majority interest, pursuant to the Agreement and Plan of Merger among GPRE, EGP and the GPRE subsidiary (the “EGP Merger Agreement”), whereby EGP unit holders other than VBV would receive 2,302,191 shares of GPRE common stock and GPRE would assume options to purchase EGP units, which would be converted into options to purchase 27,433 shares of GPRE common stock (the “EGP Merger”).

The VBV Merger, IBE Merger and EGP Merger are collectively referred to as the “Mergers.” In total, current equity holders of VBV, IBE and EGP will receive 10,871,472 shares and GPRE will assume options exercisable for 267,528 shares, as consideration in the Mergers.

Concurrently with the Mergers, Bioverda International Holdings Limited and Bioverda US Holdings, LLC, each a wholly owned subsidiary of NTR plc and an equity owner of VBV (collectively the “Bioverda entities” and along with Wilon Holdings S.A., the “VBV Members”), will purchase an aggregate of 6,000,000 shares of GPRE common stock at a price of $10.00 per share, for a total investment of $60,000,000 (the “Stock Purchase”), under a separate Stock Purchase Agreement. After completion of the Mergers and the Stock Purchase, the VBV Members and the minority unit holders of IBE and EGP will collectively own 68.3% of GPRE’s issued and outstanding stock, based on shares outstanding as of June 8, 2008.

In addition, concurrently with the consummation of the Mergers, GPRE, GPRE’s chief executive officer and the VBV Members would enter into a Shareholders’ Agreement (the “Shareholders Agreement”) which would provide, among other things: (i) such parties with certain registration rights respecting their shares of GPRE common stock, and (ii) that for so long as the VBV Members collectively maintain ownership of at least 35% of GPRE’s outstanding stock, the VBV Members will, collectively, have the right to designate five nominees for election to GPRE’s Board of Directors.

GPRE shareholders will receive no consideration in connection with the proposed Mergers. GPRE’s common stock is listed for trading under the stock symbol “GPRE” on the NASDAQ Capital Market and the American Stock Exchange.

A special meeting of the GPRE shareholders will be held on                         , 2008, as specified in the attached Notice of Special Meeting. The GPRE Board of Directors recommends a vote “FOR” the proposals set forth on the Notice.

Your vote is very important, regardless of the number of shares you own. Please take the time to vote your proxy (in writing, over the Internet or by telephone) by following the instructions on your proxy card or, if your shares are held in the name of a bank or broker, please instruct your bank or broker on how to vote. The accompanying materials provide details on the special meeting, the Mergers and the issuance of GPRE common stock.

We realize that this is a lengthy document, so we have provided a Summary of the proxy statement/prospectus starting on page       . We encourage you to read and carefully consider this proxy statement/prospectus in its entirety. For a discussion of specific risks that should be considered before casting your vote, see “Risk Factors” beginning on page     .

Wayne B. Hoovestol
Chief Executive Officer, Green Plains Renewable Energy, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction or the GPRE common stock to be issued in the Mergers or determined whether the registration statement is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [      ], and is first being mailed to GPRE shareholders on or about [     ].

GREEN PLAINS RENEWABLE ENERGY, INC.

105 N. 31st Avenue, Suite 103

Omaha, Nebraska  68131

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                          , 2008

A special meeting of shareholders of Green Plains Renewable Energy, Inc. (“GPRE”) will be held at                             , central time on                             ,                    , 2008 at                                           . At the special meeting, the shareholders of GPRE will be asked to consider and vote on:

(1)                                  a proposal to approve the issuance of the 11,139,000 shares of GPRE common stock to be issued in the Mergers (including shares subject to options assumed) and the 6,000,000 shares of GPRE common stock to be issued in the Stock Purchase;

(2)                                  a proposal to approve the amended and restated articles of incorporation of GPRE; and

(3)                                  a proposal to adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve either proposal 1 or proposal 2.

GPRE has fixed the close of business on                               , 2008, as the record date for determination of shareholders entitled to notice of and to vote at the special meeting and any adjournment thereof. The accompanying proxy statement/prospectus explains the proposals to be voted on and provides specific information on the special meeting.

GPRE’s Board of Directors recommends that you vote “FOR” each of the above proposals.

Whether or not you expect to attend the special meeting, your vote is very important. Please promptly complete, date, sign and return the enclosed proxy card or vote via the Internet or by telephone. If your shares are held in the name of a bank or broker, please follow the instructions furnished by them.

INFORMATIONAL CONFERENCE CALL

Informational conference call. GPRE will hold an informational conference call for its shareholders on which its representatives will summarize the terms of the Mergers and related transactions and describe its plans for the future operation of the combined entities. Following the presentation, GPRE participants will be available for a brief question and answer session. This informational conference call will be held as follows:

TABLE OF CONTENTS

The following appendices also constitute part of this proxy statement/prospectus:

QUESTIONS AND ANSWERS

The following are some questions that you may have regarding the Mergers and the other matters being considered at the special meeting and brief answers to those questions. We urge you to read carefully the entire proxy statement/prospectus, including the documents attached to this proxy statement/prospectus, because the information in this section does not provide all the information that might be important to you.

General Questions and Answers

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SUMMARY

This summary only provides an overview. This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. It is not a complete presentation of the relevant facts, and it is qualified by the other information in the proxy statement/prospectus. We encourage you to carefully read the entire proxy statement/prospectus because the information in this section does not provide all the important information in connection with the Mergers and the related matters on which the GPRE shareholders and the VBV and VBV Subsidiary unit holders are being asked to vote. You should carefully read this entire document and the other documents we refer to for a more complete understanding of the Mergers and the Stock Purchase. This summary and the balance of this proxy statement/prospectus contain forward-looking statements about events that are not certain to occur, and you should not place undue reliance on those statements. Please carefully read “Cautionary Information Regarding Forward-Looking Statements” on page         of this proxy statement/prospectus. This proxy statement/prospectus contains trademarks, trade names, service marks, and service names of GPRE, VBV, and other companies.

References to “we,” “us,” “our,” or “GPRE” in this proxy statement/prospectus refer to Green Plains Renewable Energy, Inc. and its subsidiaries. References to “VBV”, “EGP” and “IBE” refer to VBV LLC, Ethanol Grain Processors, LLC and Indiana Bio-Energy, LLC, respectively. References to the “Company” refer to GPRE, VBV and their respective subsidiaries.

The Companies

Green Plains Renewable Energy, Inc.

GPRE, an Iowa corporation formed in June 2004, is based in Omaha, Nebraska and has the strategy of becoming a vertically-integrated, low-cost ethanol producer. GPRE has an ethanol plant in Shenandoah, Iowa, with an expected annual operating capacity of 55 million gallons. A second ethanol plant under construction in Superior, Iowa, is currently commissioning and scheduled to be operational in July, 2008 with an expected annual operating capacity of 55 million gallons. GPRE has grain storage capacity of approximately 19 million bushels and provides complementary agronomy, seed, feed, fertilizer and petroleum services at various sites in Iowa. Its principal executive offices are located at 105 N. 31st Avenue, Suite 103, Omaha, Nebraska 68131 and its telephone number is (402) 884-8700.

Green Plains Merger Sub, Inc., TN Merger Sub, LLC and IN Merger Sub, LLC

Each of these entities is a wholly-owned subsidiary of GPRE that was recently formed solely for the purpose of effecting the Mergers. They do not conduct any business and have no material assets. Their principal executive offices have the same address and telephone number as GPRE.

VBV LLC

VBV is a Delaware limited liability company with corporate offices located in Chicago, Illinois. VBV owns a majority interest in two companies that have ethanol plants under construction:  IBE, located in Bluffton, Indiana, and EGP, located near Obion, Tennessee. The Bioverda entities and Wilon, each of which are described below, collectively own 100% of the issued and outstanding common units of VBV and are from time to time referred to collectively as the “VBV Members.”  VBV has elected to be treated as a C corporation for federal income tax purposes.

Ethanol Grain Processors, LLC

EGP is a Tennessee limited liability company formed in October 2004 and based in Rives, Tennessee. EGP is in the process of constructing a dry-mill corn based ethanol plant near Obion, Tennessee, with an expected production capacity of 110 million gallons per year. The EGP plant is expected to be operational beginning in the fourth quarter of 2008. The principal executive offices of EGP are located at 1918 McDonald Road, Rives, Tennessee 38253. VBV owns approximately 62% of the issued and outstanding units of EGP.

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Indiana Bio-Energy, LLC

IBE is an Indiana limited liability company formed in October  2004 and based in Bluffton, Indiana. IBE is in the process of constructing a dry-mill corn based ethanol plant with an expected production capacity of 110 million gallons per year. The IBE plant is expected to be operational beginning in fourth quarter of 2008. The principal executive offices of IBE are located at 969 North Main Street, Bluffton, Indiana 46714. VBV owns approximately 78% of the issued and outstanding units of IBE.

The Bioverda Entities and NTR plc

Bioverda International Holdings Limited is a company organized under the laws of Ireland and Bioverda US Holdings LLC is a Delaware limited liability company, and each is a wholly-owned subsidiary of NTR plc, a public limited company registered in Ireland. Collectively, the Bioverda entities currently own 90% of the issued and outstanding common units of VBV.

NTR, plc (“NTR”) is a leading international developer and operator of renewable energy and sustainable waste management projects. The company has market capitalization in excess of $2.1 billion. NTR is based in Dublin, Ireland, with its U.S. offices located in Chicago, Illinois, and with operations in Ireland, the United Kingdom and the U.S. NTR’s U.S. businesses include Greenstar North, headquartered in Houston, Texas; Sterling Energy Systems, Inc., headquartered in Phoenix, Arizona; and Wind Capital Group, headquartered in St. Louis, Missouri.

The principal executive offices of NTR and Bioverda International are located at Burton Court, Burton Hall Drive, Sandyford, Dublin 18, Ireland. The principal executive offices of Bioverda US are located at One South Dearborn Street, Suite 800, Chicago, Illinois 60603.

Wilon Holdings, S.A.

Wilon Holdings, S.A., a company organized under the laws of Panama, is controlled by Alain Treuer, a Switzerland-based entrepreneur and venture capitalist. Mr. Treuer has helped develop successful businesses in diverse sectors such as telecom, renewable energy, consumer goods, Internet security and biotechnology. Wilon currently owns 10% of the issued and outstanding common units of VBV.

The principal executive offices of Wilon are located at 53^rd E Street, Urbanizacion Marbella, MGM Tower 16^th Floor, Panama, Republic of Panama.

The Mergers and the Merger Agreements (See pages        to        and pages        to       )

The Merger Agreements are attached as Appendices A, B and C to this proxy statement/prospectus. We encourage you to read each of the Merger Agreements as they are the principal documents governing the Mergers.

General Structure

At the closing of the Mergers, GP Merger Sub will merge with and into VBV, with VBV as the surviving entity. IN Merger Sub will merge with and into IBE, with IBE as the surviving entity. TN Merger Sub will merge with and into EGP, with EGP as the surviving entity. The closing of each of the Mergers will occur concurrently.

Each outstanding common unit of VBV will be converted in the VBV Merger into the right to receive 7,498.369315 shares of GPRE common stock. Each outstanding common unit of IBE (other than units held by VBV) will be converted in the IBE Merger into the right to receive 731.997469 shares of GPRE common stock. Each outstanding unit of EGP (other than units held by VBV) will be converted in the EGP Merger into the right to receive 0.1515658305 shares of GPRE common stock.

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GPRE will issue an aggregate of 10,871,472 shares of common stock in the Mergers and assume options to purchase EGP and IBE units that will convert into the right to purchase 267,528 shares of GPRE common stock upon the same terms and subject to the same conditions as the original agreement governing such option.

Conditions to Completion of the Mergers

Completion of the Mergers is subject to various customary closing conditions, including receipt of all necessary third party consents and regulatory approvals, the accuracy of representations and warranties made in the Merger Agreements, compliance with covenants in the Merger Agreements, approval of the GPRE shareholders and the members of VBV, IBE and EGP and certain other specified conditions.

Termination of the Merger Agreements, Termination Fee

Each of the Merger Agreements contains provisions addressing circumstances under which the parties may terminate a Merger Agreement. In addition, the VBV Merger Agreement provides, that in certain circumstances, one party must pay to the other party a termination fee of $6,000,000.

No Solicitation

The VBV Merger Agreement contains certain provisions which prohibit the solicitation of a takeover proposal from a third party of VBV or GPRE, except in certain circumstances, and governs the conduct of the parties in the event that an unsolicited takeover proposal is presented by a third party.

Other Transaction Agreements

In connection with the Mergers, GPRE, the Bioverda entities, Wilon and Wayne Hoovestol will enter into a Shareholders’ Agreement that provides for certain registration rights and certain governance matters of GPRE following the Mergers. In addition, the Bioverda entities and certain shareholders of GPRE have entered into Lock-Up and Voting Agreements whereby they have agreed to vote for the Mergers and to not sell their shares of GPRE common stock for a specified time period. Wilon has also entered into a Lock-up Agreement under which it  has agreed not to sell its shares of GPRE common stock for a specified time period. GPRE and the Bioverda entities have also entered into a Stock Purchase Agreement whereby the Bioverda entities will purchase an aggregate of 6,000,000 shares of GPRE common stock at a purchase price of $10.00 per share concurrently with the closing of the Mergers.

Opinion of Financial Advisor (See pages         )

GPRE engaged Duff & Phelps, LLC (“Duff & Phelps”) to render an opinion to GPRE’s board of directors as to the fairness, from a financial point of view, to GPRE, of the Collective Consideration (defined herein as the 10,871,472 shares of GPRE common stock and options to purchase 267,528 shares of GPRE common stock  issued in conjunction with the proposed merger transactions and 6,000,000 shares of GPRE common stock issued in conjunction with the Stock Purchase) to be paid by GPRE pursuant to the proposed Mergers and the Stock Purchase (the proposed Mergers and Stock Purchase are collectively referred to herein as the “Proposed Transaction”). GPRE selected Duff & Phelps because Duff & Phelps is a leading independent financial advisory firm, offering a broad range of valuation, investment banking services and consulting services, including fairness and solvency opinions, mergers and acquisitions advisory, mergers and acquisitions due diligence services, financial reporting and tax valuation, fixed asset and real estate consulting, ESOP and ERISA advisory services, legal business solutions, and dispute consulting. Duff & Phelps is regularly engaged in the valuation of businesses and securities and the preparation of fairness opinions in connection with mergers, acquisitions and other strategic transactions. Duff & Phelps delivered a written opinion to the GPRE board of directors that, subject to the limitations, exceptions, assumptions and qualifications set forth therein, as of May 7, 2008, the proposed consideration to be paid by GPRE pursuant to the Proposed Transaction was fair to GPRE from a financial point of view. A copy of the opinion is attached as Appendix G hereto and is available for inspection and copying at the principal executive offices of GPRE.

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Material U.S. Federal Income Tax Consequences of the Mergers (See pages                   )

Subject to the discussion under “The Mergers - Material U.S. Federal Income Tax Consequences of the Mergers,” in this proxy statement/prospectus, we intend for the VBV Merger to be treated as a reorganization within the meaning of Section 368(a) of the Code. Assuming the VBV Merger so qualifies, for U.S. federal income tax purposes, none of GPRE, VBV, or GP Merger Sub will recognize gain or loss as a result of the VBV Merger. The EGP Merger and the IBE Merger will be taxable to the holders of units in EGP and IBE (other than VBV) for U.S. federal income tax purposes, although neither GPRE nor any of its subsidiaries should recognize gain or loss as a result of the EGP Merger and the IBE Merger.

Accounting Treatment of the Mergers (See page       )

The Mergers are being accounted for as reverse mergers. GPRE will account for the Mergers under the purchase method of accounting for business combinations, with GPRE being the acquired company and VBV being the acquiring company.

Management After the Mergers (See page                   )

Following the Mergers, GPRE will be governed by a nine-member board of directors. The Bioverda entities will together have the right, as long at they collectively own at least 32.5% of the outstanding GPRE common stock, to designate four individuals to be nominated for election as directors. The Bioverda entities’ initial designees are expected to be Jim Anderson, Jim Barry, James Crowley and Michael Walsh. Similarly, as long as Wilon Holdings S.A., a current member of VBV (“Wilon”), owns at least 2.5% of the outstanding GPRE common stock, it will have the right to designate one individual to be nominated for election as a director. Wilon’s initial designee is expected to be Alain Treuer. Each of the parties to the Shareholders’ Agreement will vote his or its shares of GPRE common stock in favor of the nominees of the Bioverda entities and Wilon. It is anticipated that current GPRE directors Gordon Glade, Wayne Hoovestol, Gary Parker and Brian Peterson will continue to serve on the GPRE board after the Mergers. Thereafter, except for the Bioverda entities’ and Wilon’s designees, the directors will be nominated for election by the shareholders in accordance with GPRE’s bylaws and nominating committee procedures.

Following the Mergers, the executive management team of the combined organization is expected to be composed of the members of GPRE’s management team prior to the Mergers, except that Todd Becker (the current chief executive officer of VBV) will be appointed to serve as president and chief operating officer of GPRE. It is expected that Wayne Hoovestol will resign from his position as chief executive officer not later than 12 months following the Mergers and, subject to the discretion of the board of directors, Mr. Becker will be appointed to succeed Mr. Hoovestol as chief executive officer. Employees of both companies will be integrated into a combined workforce. GPRE’s corporate headquarters will remain in Omaha, Nebraska.

Risks Associated with GPRE, VBV and the Mergers (See pages                   )

The Mergers pose a number of risks to each company and their respective shareholders or members. In addition, both GPRE and VBV are subject to various risks associated with their businesses and the ethanol industry generally. These risks are discussed in detail under the caption “Risk Factors” beginning on page 21. You are encouraged to read and carefully consider all of these risks.

The GPRE Special Meeting (See pages       )

The GPRE special meeting will be held on                   , 2008, at              p.m., central time, at                                                     . The purpose of the GPRE special meeting is to vote on the issuance of an aggregate of 17,139,000 shares of common stock in the Mergers and the Stock Purchase, which requires the affirmative vote of a majority of the votes cast, and adoption of the amended and restated articles of incorporation of GPRE, which requires the affirmative vote of a majority of the shares of common stock outstanding. The record date for determining shareholders entitled to vote at the special meeting is                               , 2008. Directors and executive officers of GPRE currently hold approximately 29% of the outstanding shares of common stock.

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Recommendation of GPRE’s Board of Directors (See page       )

After careful consideration, the board of directors of GPRE has unanimously determined that the Mergers and transactions contemplated by the Merger Agreements, including the Stock Purchase are advisable and that the issuance of shares of GPRE common stock pursuant to the Mergers and the Stock Purchase is fair to and in the best interests of GPRE shareholders. Therefore, the GPRE board of directors recommends that its shareholders vote “FOR” approval of the proposals to be presented at the GPRE special meetings.

VBV and VBV Subsidiary Approvals (see pages           )

Each of VBV, EGP and IBE will hold separate special meetings of their respective members to obtain the necessary approvals of the Merger Agreements and the Mergers.

Recommendation of the VBV Managers and VBV Subsidiary Boards of Directors  (See pages                   )

After careful consideration, the board of managers of VBV and the boards of directors of each of EGP and IBE have unanimously approved the respective Merger Agreements and the Mergers, and have determined that the Mergers are advisable, fair to, and in the best interests of, VBV, EGP and IBE and their respective members.

Ownership of GPRE Common Stock by GPRE’s Directors and Executive Officers (See page       )

Upon the issuance of GPRE common stock in the Mergers and the Stock Purchase, based on beneficial ownership computations as of June 8, 2008, the current directors and executive officers of GPRE will collectively beneficially own approximately 9.4% of the outstanding stock of GPRE. Alain Treuer, who is expected to become a director of GPRE as of the closing of the Mergers, will beneficially own between 3% and 7.6% of the outstanding stock of GPRE.

Interests of GPRE’s Directors and Executive Officers (See pages           )

Some GPRE directors and executive officers have interests in the Mergers that are different from or are in addition to the interests of the GPRE shareholders. These interests include the potential for positions as GPRE directors or executive officers following completion of the Mergers and vesting of equity awards upon specified circumstances under an employment agreement, and Mr. Hoovestol’s rights under the Shareholders Agreement.

Interests of VBV’s, IBE’s and EGP’s Managers and Executive Officers (See page       )

Upon completion of the Mergers and the issuance of GPRE common stock in the Mergers, the current managers and officers of VBV will collectively beneficially own approximately 3.0% of the outstanding stock of GPRE. Mr. Becker, the current chief executive officer of VBV who will become the president and chief operating officer of GPRE upon completion of the Mergers, is expected to enter into an employment agreement with GPRE. Additionally, it is expected that certain of the managers and officers of VBV will serve as directors or officers of GPRE following the Mergers, and all current and former managers and officers of VBV will be entitled to certain protections from liability arising from their respective roles as officers and managers of VBV prior to the effective time of the Mergers.

NASDAQ Listing

GPRE’s common stock is currently listed on the NASDAQ Capital Market and the American Stock Exchange. The Merger Agreements require that the shares of common stock to be issued in the Mergers and the Stock Purchase be listed on NASDAQ. GPRE intends to file a listing application for listing on the NASDAQ Global Market, which if approved, will take effect the first trading day following consummation of the Mergers. At such time, GPRE intends to delist from the American Stock Exchange.

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Regulatory Approvals (See pages         )

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and related rules, certain transactions, including the Mergers, may not be completed until notifications have been given and information furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the Federal Trade Commission (“FTC”) and the specified waiting period requirements have been satisfied. On               , 2008, GPRE and VBV filed Notification and Report Forms with the Antitrust Division and the FTC. On                   , 2008, the Premerger Notification Office of the FTC granted early termination of all applicable waiting periods under the HSR Act in connection with the Mergers.

Restrictions on the Ability to Sell GPRE Common Stock

This registration statement does not cover any resales of the GPRE common stock received in the combination, and no person is authorized to make any use of this registration statement in connection with any such resale. All shares of GPRE common stock received by VBV members in the combination should be freely transferable, except that if a VBV or VBV Subsidiary member is deemed to be an “affiliate” of GPRE under the Securities Act at the time of the special member meetings, the VBV or VBV Subsidiary member may resell those shares only in transactions permitted by Rule 144 and Rule 145 under the Securities Act or as otherwise permitted under the Securities Act.

Of the 10,871,472 shares of GPRE common stock to be issued in the Mergers, 3,373,103 shares will be freely transferable and may be resold without restriction on the Nasdaq Capital Market (or such other market as GPRE common stock may be listed on) immediately after the closing, and 7,498,369 shares of GPRE common stock to be issued to certain “affiliates” in the mergers may be resold, 90 days after the Mergers, subject to compliance with Rule 144. The Bioverda entities and Wilon have agreed not to sell their shares of GPRE stock for a certain period of time after the closing of the Mergers. GPRE expects to register the 267,528 shares of GPRE issuable upon exercise of certain EGP and IBE options being assumed by GPRE in the Mergers on a registration statement on Form S-8 after the closing of the Mergers. In addition, GPRE has granted the Bioverda entities, Wilon, and Wayne Hoovestol certain rights to require that GPRE register their shares of GPRE common stock for public resale, beginning 18 months after the Closing.

Comparison of Rights of Common Shareholders of GPRE and Members of VBV and the VBV Subsidiaries (See pages         )

VBV and VBV Subsidiary members’ rights are currently governed by the organizational documents and applicable state laws of the respective entities. Upon completion of the Mergers, the members will become shareholders of GPRE and will be governed by Iowa law and the amended and restated articles of incorporation and amended and restated bylaws of GPRE, which are attached as Appendices H and I hereto.

Description of Common Stock

GPRE’s authorized capital stock currently consists of 25,000,000 shares of common stock, $.001 par value per share. GPRE has no other authorized classes of common or preferred equity securities. As of  June 8, 2008, GPRE had 7,821,528 shares of common stock outstanding.

The holders of common stock of GPRE are entitled to equal dividends and distributions per share with respect to the common stock when, as and if declared by the board of directors from funds legally available therefor. No holder of any shares of common stock has a pre-emptive right to subscribe for any securities of GPRE, nor are any common shares subject to redemption or convertible into other securities of GPRE. Upon liquidation, dissolution or winding up of GPRE, and after payment of creditors, the assets will be divided pro-rata on a share-for-share basis among the holders of the shares of common stock. All shares of common stock now outstanding are fully paid, validly issued and non-assessable. Each share of common stock is entitled to one vote with respect to the election of any director or any other matter upon which shareholders are required or permitted to vote. Holders of GPRE’s common stock do not have cumulative voting rights.

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GPRE Selected Consolidated Financial Information

The selected historical financial information of GPRE set forth in the table below is derived from GPRE’s historical consolidated financial statements. The information as of November 30, 2007, 2006, 2005 and 2004, and for the fiscal periods then ended, is derived from the consolidated financial statements which have been audited by L.L. Bradford & Company, LLC, an independent registered public accounting firm. The information as of February 29, 2008 and February 28, 2007, and for the quarterly fiscal periods then ended, is derived from our unaudited consolidated financial statements. The selected historical financial information should be read in conjunction with the consolidated financial statements of GPRE, and the notes thereto, included elsewhere herein, and “GPRE Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Historical results are not necessarily indicative of results to be expected for any future period. Amounts in the table below are presented in thousands, except per share amounts.

(1)    Statement of operations data for the year ended November 30, 2004 does not include a full fiscal year, but rather consists of the period from June 29, 2004 (date of inception) to November 30, 2004.

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VBV Selected Consolidated Financial Information

The selected historical financial information of VBV set forth in the table below is derived from VBV’s historical consolidated financial statements. The information as of March 31, 2008 and 2007 is derived from the consolidated financial statements which have been audited by KPMG LLP, an independent registered public accounting firm. The selected historical financial information should be read in conjunction with the consolidated financial statements of VBV, and the notes thereto, included elsewhere herein, and “VBV Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  Historical results are not necessarily indicative of results to be expected for any future period. Amounts in the table below are presented in thousands.

Comparative Per Share Data

The following table shows (1) the basic and diluted earnings (loss) per common share and book value per common share data for GPRE on a historical basis, (2) the basic and diluted earnings (loss) per common share and book value per share for GPRE on a pro forma basis and (3) the equivalent pro forma earnings (loss) per common share and book value per common share attributable to the shares of GPRE common stock issuable for VBV.

The following information should be read in conjunction with (i) the historical consolidated financial statements and related notes of GPRE and VBV included elsewhere in this proxy statement/prospectus and (ii) the unaudited pro forma combined financial statements and the accompanying notes in the section “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page         . The pro forma financial information is

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presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have resulted if the Mergers had been completed as of the assumed dates or of the results that will be achieved in the future.

We calculate historical book value per share by dividing each company’s shareholders’ equity by the number of common shares or units outstanding, as applicable, for GPRE and VBV at February 29, 2008 and March 31, 2008 respectively. We calculate pro forma book value per common share by dividing each company’s pro forma shareholders’ equity by the pro forma number of shares of GPRE common stock that would have been outstanding had the Mergers been completed as of February 29, 2008 and March 31, 2008 respectively.

We calculate the VBV equivalent pro forma per unit data by multiplying the pro forma per share amounts by the exchange ratio of 7,498.369315 shares of GPRE for each unit of VBV.

GPRE Market Price and Dividend Information

GPRE’s common stock trades under the symbol “GPRE” on The NASDAQ Capital Market and the American Stock Exchange. GPRE’s shares first began to trade on March 15, 2006. The closing price of GPRE’s common stock on                           , 2008 was $              . The closing price of GPRE’s common stock on May 6, 2008, the day before the Mergers were announced, was $9.07.

The following table sets forth, for the periods indicated, the high and low bid information of GPRE’s common stock as reported by NASDAQ. Note that the over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and that the quotations may not necessarily represent actual transactions in the common stock.

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*   Through June 19, 2008

** GPRE shares first began to trade on March 15, 2006.

Holders of Record

As of  May 31, 2008, as reported to GPRE by its transfer agent, there were 1,884 holders of record of GPRE’s common stock, not including beneficial holders whose shares are held in names other than their own.

Dividend Policy

To date, GPRE has not paid dividends on its common stock. The payment of dividends on the common stock in the future, if any, is at the discretion of the board of directors and will depend upon earnings, capital requirements, financial condition and other factors the board views as relevant. The payment of dividends is also limited by covenants in our loan agreements. The board does not intend to declare any dividends in the foreseeable future.

GPRE and its subsidiaries have entered into loan agreements and related agreements with lenders who have loaned GPRE funds to build its two plants, purchase grain assets and to provide funding for working capital purposes. The loan agreements contain covenants that limit to varying degrees dividends or other distributions that our principal subsidiaries may make to us.

VBV Market Price and Dividend Information

VBV LLC

There is no public trading market for VBV’s units. As of June 8, 2008, there were a total of 1,000 common units issued and outstanding held by three members. VBV has not declared or paid any cash dividends on its common units and does not anticipate doing so in the immediate future. VBV currently intends to retain future earnings, if any, to operate its business.

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Ethanol Grain Processors, LLC

There is no public trading market for EGP’s units. As of June 8, 2008, there were a total of 39,944,116 units issued and outstanding and held by 152 members, plus outstanding options to acquire 180,884 units held by two optionees. EGP has not declared or paid any cash dividends on its units and does not anticipate doing so in the immediate future. EGP currently intends to retain future earnings, if any, to operate its business.

Indiana Bio-Energy, LLC

There is no public trading market for IBE’s units. As of June 8, 2008, there were a total of 6,560 units issued and outstanding and held by 81 members, plus outstanding options to acquire 328 units held by two optionees. IBE has not declared or paid any cash dividends on its units and does not anticipate doing so in the immediate future. IBE currently intends to retain future earnings, if any, to operate its business.

RISK FACTORS

GPRE and VBV operate in an evolving industry that presents numerous risks. Many of these risks are beyond their control and are driven by factors that often cannot be predicted. You should consider the following risk factors as well as the other information herein in evaluating the Mergers and whether to vote for the proposals to be presented at the special meetings. If any of the risks described below or in the documents incorporated by reference into this proxy statement/prospectus actually occur, the respective business, financial results, financial conditions of GPRE, VBV, IBE or EGP and the stock price of GPRE could be materially adversely affected. These risk factors should be considered in conjunction with the other information included in this proxy statement/prospectus.

Risks Relating to the Mergers

The composition of GPRE’s board of directors will change, which may significantly impact the future operation of the combined company.

GPRE currently operates under the supervision of nine directors who are elected by its shareholders. Pursuant to the terms and conditions of the Merger Agreements, the combined company will be governed by a nine-member board of directors.

Under the terms of the Shareholders’ Agreement, so long as the Bioverda entities hold 32.5% of GPRE’s outstanding stock, they are entitled to nominate a total of four directors, and that so long as Wilon holds 2.5% of GPRE’s outstanding stock, it is entitled to nominate one director. In addition, one closing condition of the VBV Merger Agreement is that GPRE adopt revisions to the GPRE bylaws. Those revisions will revise how the number of directors may be changed, how vacancies are filled, and how directors may be removed from office.

In addition to the changes in the directors who will be supervising our operations, the goals of the combined company may change, as compared to the goals of GPRE or VBV separately before the combination. VBV has historically been able to focus on a variety of business goals, as a privately-held company, which may or may not have been the typical business goals of maximizing shareholder profits. The combined company’s primary goal of maximizing profits may result in decisions regarding improvements to facilities, purchase of equipment, staffing levels, and similar decisions that are different from those that would have been made if VBV had continued to operate as a separate entity.

Failure to complete the Mergers could negatively impact GPRE’s stock price, the value of units in VBV or either of the VBV Subsidiaries, and the future business and financial results of GPRE, VBV and the VBV Subsidiaries.

Completion of the Mergers is conditioned upon, among other things, receiving the necessary shareholder and member approvals and clearance under the HSR Act. In addition, the Merger Agreements contain other customary closing conditions, which are described in the section of this proxy statement/prospectus entitled “The Merger Agreements” beginning on page         , which may not be satisfied or waived. The Merger Agreements also

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contain certain termination rights held by GPRE and VBV. If for any reason GPRE and VBV are unable to complete the Mergers, GPRE, VBV and the VBV Subsidiaries would be subject to a number of risks, including the following:

·                                         GPRE may be required, under certain circumstances, to pay VBV a termination fee of $6 million;

·                                         VBV may be required, under certain circumstances, to pay GPRE a termination fee of $6 million;

·                                         GPRE, VBV and the VBV Subsidiaries would not realize the benefits of the proposed Mergers, including any synergies from combining the companies;

·                                         each of GPRE and VBV will incur and will remain liable for significant transaction costs, including legal, accounting, financial advisory, filing, printing and other costs relating to the Mergers, whether or not they are completed;

·                                         the diversion of GPRE’s, VBV’s and the VBV Subsidiaries’ respective management team’s time and attention away from day-to-day operations could have an adverse effect on the financial condition and operating results of GPRE, VBV or the VBV Subsidiaries;

·                                         GPRE, VBV and the VBV Subsidiaries could lose otherwise attractive business opportunities due to restrictions contained in the Merger Agreements;

·                                         the businesses of GPRE, VBV and the VBV Subsidiaries may be harmed to the extent that customers, suppliers and others believe that the companies cannot effectively compete in the marketplace without the Mergers, or otherwise remain uncertain about the companies;

·                                         GPRE, VBV and the VBV Subsidiaries would continue to be exposed to the general competitive pressures and risks discussed elsewhere in this proxy statement/prospectus, which pressures and risks may be increased if the Mergers are not completed; and

·                                         the trading price of GPRE common stock and/or the value of interests in VBV or either VBV Subsidiary may decline to the extent that the current market prices reflect a market assumption that the Mergers will be completed.

The occurrence of any of these events, individually or in combination, could have a material adverse effect on the business, financial condition and results of operations of GPRE, VBV and the VBV Subsidiaries or the trading price of GPRE common stock or value of interests in VBV or the VBV Subsidiaries.

The Mergers may be difficult to integrate, divert the attention of key personnel, disrupt the companies’ businesses, and adversely affect the companies’ financial results.

The failure of the combined company to meet the challenges involved in integrating the operations of GPRE, VBV and the VBV Subsidiaries successfully or otherwise to realize any of the anticipated benefits of the Mergers could seriously harm the results of operations of the combined company. Realizing the benefits of the Mergers will depend in part on the integration of operations and personnel. The integration of companies is a complex and time-consuming process that, without proper planning and implementation, could significantly disrupt the businesses of GPRE, VBV and the VBV Subsidiaries. The challenges involved in integration include the following:

·                                         difficulties in integrating the operations, technologies, products, existing contracts, accounting processes and personnel of VBV and the VBV Subsidiaries and realizing the anticipated synergies of the combined businesses;

·                                         risks relating to developing the infrastructure needed to integrate VBV’s and the VBV Subsidiaries’ operations;

·                                         diversion of financial and management resources from existing operations;

·                                         the merger consideration paid by GPRE or other resources that GPRE devotes may exceed the value we realized, or the value GPRE could have realized if it had allocated the merger consideration or other resources to another opportunity;

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·                                         potential loss of key employees, customers and strategic alliances from either GPRE’s current business or the businesses of VBV or either VBV Subsidiary;

·                                         risks relating to unknown environmental hazards on the VBV Subsidiaries’ properties;

·                                         assumption of unanticipated problems or latent liabilities associated with VBV or the VBV Subsidiaries; and

·                                         inability to generate sufficient revenues to offset acquisition costs and development costs.

The combined company may not successfully integrate the operations of GPRE, VBV and the VBV Subsidiaries in a timely manner, or at all, and the combined company may not realize the anticipated benefits or synergies of the Mergers to the extent, or in the timeframe, anticipated. The anticipated benefits and synergies are based on projections and assumptions, not actual experience, and assume a successful integration. In addition to the integration risks discussed above, the combined company’s ability to realize these benefits and synergies could be adversely impacted by practical constraints on its ability to combine operations.

Mergers also frequently result in the recording of goodwill and other intangible assets which are subject to potential impairments, periodic amortization, or both that could harm the combined company’s financial results. As a result, if GPRE fails to properly evaluate the Mergers, it may not achieve the anticipated benefits of the Mergers, and GPRE may incur costs in excess of what GPRE anticipates. The failure to successfully evaluate and execute the Mergers, or otherwise adequately address these risks, could materially harm GPRE’s business and financial results.

In order to be successful, the combined company must retain and motivate key employees and failure to do so could seriously harm the combined company.

In order to be successful, the combined company must retain and motivate executives and other key employees. Employees of GPRE, VBV and the VBV Subsidiaries may experience uncertainty about their future roles with the combined company until or after strategies for the combined company are announced or executed. These circumstances may adversely affect the combined company’s ability to retain key personnel. The combined company also must continue to motivate employees and keep them focused on the strategies and goals of the combined company, which may be particularly difficult due to the potential distractions of the Mergers.

If the combined company is unable to manage growth profitably, its business and financial results could suffer.

The combined company’s future financial results will depend in part on its ability to profitably manage its core businesses, including any growth that the combined company may be able to achieve. Since its incorporation, GPRE has engaged in the identification of, and competition for, growth, acquisition and expansion opportunities. In order to achieve those initiatives, the combined company will need to maintain existing customers and attract new customers, recruit, train, retain and effectively manage employees, as well as expand operations, customer support and financial control systems. If the combined company is unable to manage its businesses profitably, including any growth that the combined company may be able to achieve, its business and financial results could suffer.

The exchange ratio is fixed and will not be adjusted in the event of any change in GPRE’s stock price. Accordingly, because the market price of GPRE common stock may fluctuate, at the time of the GPRE special meeting of shareholders, GPRE shareholders cannot be sure of the market value of the consideration that GPRE will pay in the Mergers, and at the time of the special member meetings of VBV and the VBV Subsidiaries, members of VBV and the VBV Subsidiaries cannot be sure of the market value of the consideration they will receive in the Mergers.

Upon completion of the Mergers, (i) the VBV members will receive consideration equal to 7,498.369315 shares of GPRE common stock for each VBV unit they own (the “VBV Exchange Ratio”); (ii) the IBE members will receive 731.997469 shares of GPRE common stock for each IBE unit they own (the “IBE Exchange Ratio”); (iii)  GPRE will assume options equivalent to 731.997469 shares of GPRE common stock for any outstanding option to purchase IBE Units; (iv) the EGP members will receive 0.151658305 shares of GPRE common stock for each EGP unit they own (the “EGP Exchange Ratio,” together with the IBE Exchange Ratio and the VBV Exchange Ratio, the “Exchange Ratios”); and (v) GPRE will assume options equivalent to 0.151658305 shares of GPRE common stock for any outstanding option to purchase EGP Units. The Exchange Ratios were agreed upon in the

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Merger Agreements, and will not be adjusted due to any increases or decreases in the price of GPRE common stock, or the value of VBV, IBE or EGP units. In addition, no party has a right to terminate the Merger Agreements based solely upon changes in the market price of GPRE’s common stock, the value of VBV units or the values of the VBV Subsidiary units, and the Merger Agreements contain no other provisions that would limit the impact of increases or decreases in the market price of such securities. As a result, any changes in the value of GPRE’s common stock will have a corresponding effect on the value of the consideration that GPRE pays to the members of VBV and the VBV Subsidiaries in the Mergers.

The market price of GPRE common stock at the time of completion of the Mergers may vary significantly from the price on the date of the Merger Agreements or from the price on the date the GPRE shareholders the VBV and the VBV Subsidiaries hold  for their respective shareholders’ and members’ meetings. These variations may be caused by a variety of factors, including:

·                                         changes in the business, operations and prospects of GPRE, VBV or the VBV Subsidiaries;

·                                         changes in market assessments of the business, operations and prospects of the combined company;

·                                         market assessments of the likelihood that the Mergers will be completed;

·                                         interest rates, general market and economic conditions and other factors generally affecting the price of GPRE’s common stock, the VBV units and the VBV Subsidiary units;

·                                         conditions in the biofuels industry generally;

·                                         changes in market prices for ethanol, distillers grains or its raw materials, such as corn or natural gas; and

·                                         changes in federal, state and local legislation, governmental regulation and other legal developments affecting GPRE, VBV or the VBV Subsidiaries.

GPRE common stock has historically experienced volatility. The closing price of GPRE common stock on the Nasdaq Capital Market on             , 2008 was $           per share. From            through           , the last date prior to filing this proxy statement/prospectus for which it was practicable to obtain this information, the trading price of GPRE common stock ranged from a high of $           per share to a low of $           per share. The market price of GPRE common stock may continue to fluctuate prior to completion of the Mergers, which would result in corresponding fluctuations in the value of the consideration paid by GPRE to members of VBV and the VBV Subsidiaries in the Mergers. For example:

·                                         if the price of GPRE common stock declines before the completion of the Mergers, members of VBV and the VBV Subsidiaries will receive shares of GPRE common stock that have a market value that may be less than the market value of such shares when the Merger Agreements were signed; or

·                                         if the price of GPRE common stock increases before the completion of the Mergers, members of VBV and the VBV Subsidiaries will receive shares of GPRE common stock that have a market value that may be greater than the market value of such shares when the Merger Agreements were signed.

In addition, because the Mergers will be consummated after the GPRE special meeting, at the time of the GPRE special meeting GPRE shareholders may not be sure of the market value of the GPRE common stock that the members of VBV and the VBV Subsidiaries will receive upon completion of the Mergers and GPRE may pay more for VBV and the VBV Subsidiaries’ interests than the value calculated on the date of the GPRE special meeting. Similarly, because the date that the Mergers are completed will be later than the date of the VBV, IBE and EGP special meetings, at the time of such special meetings of the members of VBV and the VBV Subsidiaries will not be sure of the market value of the GPRE common stock they will receive upon completion of the Mergers or the market value of GPRE common stock at any time after the completion of the Mergers.

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We urge you to obtain current market quotations for GPRE common stock and otherwise understand the value of VBV and VBV Subsidiary units.

The market price of GPRE’s common stock may be affected after the Mergers by factors different from those affecting the shares of GPRE, or units of VBV and the VBV Subsidiaries currently, and may decline as a result of the Mergers.

Upon completion of the Mergers, holders of VBV and VBV Subsidiary units will become holders of GPRE common stock. An investment in GPRE common stock has different risks than an investment in units of VBV, IBE or EGP. Former holders of VBV, IBE and EGP units may be subject to additional risks upon exchange of their units for GPRE common stock in the Mergers.

The issuance of shares of GPRE common stock to VBV, IBE and EGP members in the Mergers, in addition to the GPRE common stock purchased by the Bioverda entities under the Stock Purchase Agreement, will substantially reduce the percentage ownership interest of current GPRE shareholders.

If the Mergers are completed, GPRE will issue 10,874,472 shares of GPRE common stock in the Mergers, in addition to 6,000,000 shares of GPRE common stock in the Stock Purchase. GPRE will also assume options to purchase 267,528 shares of GPRE common stock. Based on the number of shares of GPRE on the GPRE record date, GPRE shareholders before the Mergers will own, in the aggregate, approximately 31.7% of the shares of GPRE common stock outstanding immediately after the Mergers. The issuance of shares of GPRE common stock to VBV, IBE and EGP members in the Mergers and the issuance of GPRE common stock in the Stock Purchase will cause a significant reduction in the relative percentage interest of current GPRE shareholders in earnings, voting, liquidation value and book and market value of GPRE.

Charges to earnings resulting from the application of the purchase method of accounting may adversely affect the market value of GPRE’s common stock following the Mergers.

In accordance with U.S. GAAP, the combined company will account for the Mergers using the purchase method of accounting, which will result in charges to GPRE’s earnings that could adversely affect the market value of the common stock of GPRE following completion of the Mergers. For accounting purposes, VBV will be the acquiring company and GPRE will be the acquired company. Under the purchase method of accounting, the combined company will allocate the total purchase price to the net tangible assets of GPRE, amortizable intangible assets and intangible assets with indefinite lives based on their fair values as of the date of completion of the Mergers, and record the excess of the purchase price over the fair values of the identified tangible and intangible assets as goodwill. The combined company may incur additional depreciation and amortization expense over the useful lives of certain of the net tangible and intangible assets acquired in connection with the Mergers. In addition, to the extent the value of goodwill or intangible assets, if any, become impaired, the combined company may be required to incur material charges relating to the impairment of those assets. These depreciation, amortization and potential impairment charges could have a material impact on the combined company’s results of operations and adversely affect the market value of GPRE’s common stock.

Some of the directors and executive officers of GPRE and VBV have interests in the Mergers that are different from, or in addition to, those of the members of VBV and the VBV Subsidiaries and GPRE’s shareholders.

Certain GPRE officers and directors and certain VBV officers and directors have arrangements or other interests that provide them with interests in the Mergers that are different from, or in addition to, those of GPRE shareholders or VBV’s or VBV Subsidiaries’ other members. For example, Wayne Hoovestol, the CEO of GPRE, who is also a director of GPRE, will, pursuant to the VBV Merger Agreement, remain CEO of GPRE for up to one year and will also remain on the board of directors of GPRE following the Mergers, and Todd Becker, the CEO and a director of VBV, will become COO of the combined company following the Mergers and is expected to become CEO upon the resignation of Mr. Hoovestol. In addition, it is anticipated that four current GPRE directors, Wayne Hoovestol, Gary Parker, Brian Peterson and Gordon Glade, will serve on GPRE’s board following the Mergers. While other GPRE directors and VBV principals will not become directors of the combined company after the Mergers, GPRE will maintain liability insurance and VBV’s directors will be indemnified for services as directors of VBV before the Mergers. In addition, the Bioverda entities and Mr. Hoovestol will receive registration rights under

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the Shareholders’ Agreement, which rights are not offered to all holders of unregistered GPRE stock. These and other material interests of the directors and executive officers of VBV and GPRE in the Mergers that are different than those of the other GPRE shareholders and members of VBV, IBE and EGP are described in the section entitled “The Mergers — Interests of GPRE Directors and Executive Officers; - Interests of VBV Managers” beginning on page         .

The VBV Merger Agreement limits the ability of GPRE and VBV to pursue alternatives to the VBV Merger, and in certain instances requires payment of a termination fee, which could deter a third party from proposing an alternative transaction to the VBV Merger.

The VBV Merger Agreement contains terms and conditions that make it more difficult for each of VBV and GPRE to enter into an alternative transaction to the VBV Merger. These “no shop” provisions impose restrictions on VBV and GPRE that, subject to certain exceptions, limit VBV’s and GPRE’s ability to discuss, facilitate or commit to competing third party proposals to acquire all or a significant part of VBV or GPRE, as applicable. See the section entitled “The Merger Agreements - VBV Merger Agreement - No Solicitation” beginning on page           .

Moreover, under specified circumstances described in the section entitled “The Merger Agreements—VBV Merger Agreement–Termination Fees” beginning on page           , VBV could be required to pay GPRE a termination fee of $6 million, or GPRE could be required to pay VBV a termination fee of $6 million, in connection with the termination of the VBV Merger Agreement. These respective termination fees could deter a third party from proposing an alternative to the VBV Merger.

GPRE shareholders, the members of VBV and the VBV Subsidiaries have no dissenters’ rights of appraisal.

Under the Iowa Business Corporation Act, shareholders of GPRE are not entitled to appraisal rights in connection with the Mergers. Pursuant to IBE’s operating agreement and the Indiana Business Flexibility Act, members of IBE are not entitled to appraisal rights in connection with the IBE Merger. Pursuant to EGP’s operating agreement and the Tennessee Revised Limited Liability Company Act, members of EGP are not entitled to appraisal rights in connection with the EGP Merger. Pursuant to VBV’s operating agreement and the Delaware Limited Liability Company Act, members of VBV are not entitled to appraisal rights in connection with the VBV Merger. Accordingly, neither GPRE’s shareholders nor any members of VBV or the VBV Subsidiaries have the right to seek a judicial determination for the fair value of their respective equity interests.

Sales of a substantial number of shares of GPRE’s common stock after completion of the Mergers could cause the price of GPRE’s common stock to decline.

There will be 3,373,103 shares of GPRE common stock  issued in the Mergers which will be freely transferable and may be resold without restriction on the Nasdaq Capital Market immediately after the closing, and   7,498,369 shares of GPRE common stock to be issued to certain “affiliates” in the Mergers may be resold on the Nasdaq Capital Market (or such other market as GPRE common stock may be listed on), subject to compliance with Rule 144. In addition, GPRE has granted the Bioverda entities, Wilon and Wayne Hoovestol certain rights to demand registration of their shares for public resale, beginning 18 months after the Closing.

Sales of a substantial number of these shares in the public market, or the perception that these sales could occur, could cause the market price of GPRE’s common stock to decline and could impair the ability of GPRE shareholders to sell their shares of GPRE common stock in the amounts and at such times and prices as they may desire. In addition, the sale of these shares could impair GPRE’s ability to raise capital through the sale of additional equity securities.

The pro forma financial statements are presented for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of operations following the Mergers.

The pro forma financial statements contained in this proxy statement/prospectus are presented for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of

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operations following the Mergers. The pro forma financial statements have been derived from the historical financial statements of GPRE and VBV and certain adjustments and assumptions have been made regarding the combined company after giving effect to the Mergers. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make. Moreover, the pro forma financial statements do not reflect all costs that are expected to be incurred by the combined company in connection with the Mergers. For example, the impact of any incremental costs incurred in integrating the companies is not reflected in the pro forma financial statements. As a result, the actual financial condition and results of operations of the combined company following the Mergers may not be consistent with, or evident from, these pro forma financial statements.

The assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the Mergers. Any potential decline in the financial condition or results of operations may cause significant variations in the stock price of the combined company. See the section entitled “Unaudited Condensed Combined Pro Forma Financial Statements” beginning on page           .

Risks Affecting the Businesses of GPRE, VBV and the VBV Subsidiaries

Risks Related to GPRE, VBV and the VBV Subsidiaries

GPRE, VBV and the VBV Subsidiaries have limited operating histories in the ethanol industry.

GPRE was formed in June of 2004 and its first ethanol plant, located in Shenandoah, Iowa, began operations in August 2007. GPRE’s second ethanol plant, located in Superior, Iowa, is currently commissioning and scheduled to be operational in July, 2008. Both of the VBV plants remain pre-operational and neither VBV Subsidiary has commenced any operations. None of GPRE, VBV or either VBV Subsidiary (together, the “Companies”) has any other history of operations as ethanol producers. The Companies’ new and proposed operations are subject to all the risks inherent in the establishment of new business enterprises. There is no assurance that the Companies will be successful in their efforts to complete their respective plants and operate them. Even if the Companies successfully meet these objectives, there is no assurance that they will be able to market the ethanol and distillers grains produced or operate the plants profitably.

The Companies’ business success is dependent on unproven management and the ability to attract and retain key personnel.

Prior to the formation of GPRE and the acquisition of GPRE’s subsidiary, GPG, none of its officers and directors had any experience in the ethanol industry, grain elevator, fertilizer or fuel business, with the exception of Wayne Hoovestol, GPRE’s Chief Executive Officer who is also a director of GPRE. However, his experience had been limited to that of board member and investor in other ethanol companies. During the past four years, a great deal of knowledge concerning the ethanol industry has been acquired by GPRE’s officers and directors. GPRE has an experienced general manager and an experienced plant manager for its Shenandoah plant, and GPRE recently hired a plant manager for its Superior plant that also has ethanol industry experience.

GPRE’s ability to operate its business and implement its strategies effectively depends, in part, on the efforts of its executive officers and other key employees. The GPG management team has significant industry experience and would be difficult to replace. These individuals possess sales, marketing, financial, risk management and administrative skills that are critical to the operation of its business. In addition, the market for employees with the required technical expertise to succeed in GPG’s business is highly competitive and it may be unable to attract and retain qualified personnel to replace key employees should the need arise. The loss of the services of any of GPG’s key employees or the failure to attract or retain other qualified personnel could impair its ability to operate and make it difficult to execute its internal growth strategies, thereby adversely affecting its business.

Currently, VBV and the VBV Subsidiaries are recruiting additional personnel for their ethanol plants. There is no assurance that they will be successful in attracting or retaining such individuals because of a limited number of individuals with expertise in the area and a competitive market with many new plants being constructed.

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Furthermore, they may have difficulty in attracting other competent personnel to relocate to Bluffton, IN or Obion, TN in the event that such personnel are not available locally. Failure to attract and retain such individuals would likely have a material adverse effect on the combined entities’ operations, cash flows and financial performance.

VBV’s directors, managers, governors and officers have limited experience in managing an ethanol plant, which increases the risk that they will be unable to manage our development and operate successfully. VBV board members have other business commitments that will continue to require most of their time and attention. Although VBV and the VBV Subsidiaries expect to hire personnel and enter into agreements with contractors and consultants to assist them in constructing the plants and with respect to all aspects of their operations, there is no assurance that they will be able to hire employees or sign satisfactory agreements. If VBV’s or either VBV Subsidiary’s board members and officers are unable or find it difficult to manage their development and operations successfully, their ability to succeed as a business will be adversely affected.

GPRE currently has nine directors, of which four will become directors of the combined company. These four individuals are experienced in business generally. Some have experience in governing and operating other companies in various industries, one in oil and ethanol marketing, and one in operating truck lines, but only three of them have experience in organizing, building and operating an ethanol plant. It is also possible that one or more of GPRE’s founding shareholders and/or initial directors may later become unable to serve, and GPRE may be unable to recruit and retain suitable replacements.

GPRE’s board of directors, as modified to include the Bioverda entities and Wilon nominees after the Mergers, will have the exclusive right to make all decisions with respect to the management and operation of GPRE’s business and its affairs. GPRE shareholders will have no right to participate in the decisions of GPRE’s board of directors or in the management of GPRE’s operations after the Mergers. GPRE shareholders will only be permitted to vote in a limited number of circumstances. Accordingly, any person acquiring GPRE securities in the Mergers or otherwise is entrusting all aspects of GPRE’s management to the board of directors. In addition, all members of GPRE’s board of directors, including its Chief Executive Officer, are presently engaged in businesses and other activities outside of and in addition to GPRE’s business. These other activities impose substantial demand on the time and attention of such directors.

The Companies have a history of operating losses and may never achieve profitable operations.

At November 30, 2007 and March 31, 2008,  GPRE, VBV, IBE and EGP, respectively, had significant accumulated deficits. VBV, IBE and EGP expect to continue to incur significant losses until they complete construction and commence operations at their ethanol plants. Even if the Companies successfully meet all of their objectives and begin operations at their ethanol plants, no assurance can be given that the Companies will be able to operate profitably.

If any of the Companies’ cash flow from operations is not sufficient to service its anticipated debts, then the business may fail and investors in GPRE stock could lose their entire investment and the value of the merger consideration could be materially reduced.

Each Company’s ability to repay its current and anticipated additional debts will depend on its financial and operating performance and on its ability to successfully implement its business strategy. None of the Companies can provide assurance that they will be successful in implementing their strategy or in realizing their anticipated financial results. The Companies’ financial and operational performance depends on numerous factors including prevailing economic conditions, volatile commodity prices and certain financial, business and other factors beyond the Companies’ control. The Companies’ cash flows and capital resources may be insufficient to repay their anticipated debt obligations. If any of the Companies cannot pay its debt service, it may be forced to reduce or delay capital expenditures, sell assets, restructure its indebtedness or seek additional capital. If any of the Companies is unable to restructure its indebtedness or raise funds through sales of assets, equity or otherwise, its ability to operate could be harmed and the value of the Companies’ equity interests could decline significantly.

The institutions lending funds to the Companies hold a security interest in their respective assets, including their property and plants. If a Company fails to make debt service payments, the lenders will have the right to repossess the secured assets, including the property and the plants, in addition to other remedies. Such action would

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end a Company’s ability to continue operations. If any of the Companies fail to make its financing payments and it ceases operations, your rights as a holder of common stock are inferior to the rights of GPRE’s creditors. GPRE may not have sufficient assets to make any payments to you after it pays its creditors.

It is also GPRE’s and VBV’s intention to attempt to expand at their plant sites and/or to aggressively pursue the acquisition of existing plants. If GPRE is successful in accomplishing those goals, it may have to borrow even greater amounts of capital to fund such growth and/or issue additional shares of GPRE stock. This could leverage GPRE even further and cause greater dilution to GPRE’s existing shareholders and the recipients of the merger consideration. If GPRE’s cash flows were to diminish for any reason and it were not able to service its debt or raise additional equity through further sales of its shares, its lenders could call its debt and the value of GPRE’s shares could decline substantially and holders of its shares could lose all or part of their investment.

The Companies have substantial debt and lenders require them to abide by certain restrictive loan covenants that may hinder their ability to operate and reduce their profitability.

The loan agreements governing GPRE’s operating subsidiaries’ secured debt financing, in addition to VBV’s and the VBV Subsidiaries’ respective secured debt financing, contain a number of restrictive affirmative and negative covenants. These covenants limit GPRE’s ability, and will limit the Companies’ abilities post-Merger, to, among other things:

·                                         incur additional indebtedness;

·                                         make capital expenditures in excess of prescribed thresholds;

·                                         pay dividends to shareholders;

·                                         make various investments;

·                                         create liens on the Companies’ assets;

·                                         acquire other companies or operations;

·                                         utilize the proceeds of asset sales; or

·                                         merge or consolidate or dispose of all or substantially all of the Companies’ assets.

The Companies are also required to maintain specified financial ratios, including minimum cash flow coverage, minimum working capital and minimum net worth. The Companies’ respective loan agreements require them to utilize a portion of any excess cash flow generated by operations to prepay their respective term debt. A breach of any of these covenants or requirements could result in a default under the Companies’ respective loan agreements. If any of the Companies default, and if such default is not cured or waived, the Companies’ lenders could, among other remedies, accelerate their debt and declare that such debt is immediately due and payable. If this occurs, the Companies may not be able to repay such debt or borrow sufficient funds to refinance. Even if new financing is available, it may not be on terms that are acceptable. Such an occurrence could cause GPRE to cease building or start-up of the Superior plant, or cease operations at its Shenandoah plant, or cause a VBV Subsidiary to cease construction of its plant. No assurance can be given that GPRE’s future operating results will be sufficient to achieve compliance with such covenants and requirements, or in the event of a default, to remedy such default.

GPRE’s subsidiary, GPG has substantial indebtedness which could adversely affect its financial condition, decrease its liquidity and impair its ability to operate. GPG is dependent on a significant amount of debt to fund its operations and contractual commitments. This indebtedness could interfere with its ability to operate its business. For example, it could:

·                                         limit its ability to obtain additional financing, which could impact its ability to fund future working capital, capital expenditures and other general needs, as well as limit its flexibility in planning for or reacting to changes in its business and restrict it from making strategic acquisitions, investing in new products or capital assets and taking advantage of business opportunities;

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·                                         require it  to dedicate a substantial portion of cash flows from operating activities to payments on its indebtedness, which would reduce the cash flows available for other uses; and

·                                         place it at a competitive disadvantage compared to its competitors with less debt.

If cash on hand is insufficient to pay its obligations or margin calls as they come due at a time when GPG is unable to draw on its credit facility, this could have an effect on its ability to conduct business. GPG’s ability to make payments on and to refinance its indebtedness will depend on its ability to generate cash flow in the future. Its ability to generate cash flow is dependent on various factors. These factors include general economic, financial, competitive, legislative, regulatory and other factors that are beyond its control. Certain of its long-term borrowings include provisions that impose minimum levels of working capital and equity, impose limitations on additional debt and require that grain inventory positions be substantially hedged. GPG’s ability to satisfy these provisions can be affected by events beyond its control, such as the demand for and fluctuating price of grain. Noncompliance with these loan covenants could result in default and acceleration of long-term debt payments.

Casualty losses may occur for which the Companies have not secured adequate insurance.

The Companies have acquired insurance that they believe to be adequate to prevent loss from foreseeable risks. However, events occur for which no insurance is available or for which insurance is not available on terms that are acceptable to the Companies. Loss from such an event, such as, but not limited to, earthquake, tornados, war, riot, terrorism or other risks, may not be insured and such a loss may have a material adverse effect on the Companies’ operations, cash flows and financial performance.

GPRE’s focus on ethanol could result in the devaluation of its common stock if our revenues from its primary products decrease.

While GPRE seeks to be a vertically integrated company which is focused on all segments of the ethanol production and marketing industry, its success remains primarily linked to the profitability of producing and selling ethanol and distillers grains. GPRE’s lack of business diversification could cause GPRE shareholders to lose all or some of their investment if it is unable to generate revenues through its ethanol-based operations because GPRE has limited alternative revenue sources and significant capital invested in ethanol production.

The VBV Subsidiaries’ businesses will not be diversified because they will be primarily dependent upon one product. As a consequence, they may not be able to adapt to changing market conditions or endure any decline in the ethanol industry.

The VBV Subsidiaries expect their respective businesses to consist of constructing and operating their plants that will produce and sell ethanol and distillers grains. The VBV Subsidiaries do not have any other lines of business or other sources of revenue to rely upon if they are unable to produce and sell ethanol and distillers grains, or if the markets for those products decline. The IBE and EGP plants will not have the ability to produce any other marketable products. The VBV Subsidiaries’ lack of diversification means that they may not be able to adapt to changing market conditions or to handle any significant decline in the ethanol industry, which may have an adverse effect on their operations, cash flows and financial performance.

Disruption or difficulties with the Companies’ information technology could impair their ability to operate.

The Companies’ business depends on the effective and efficient use of information technology. A disruption or failure of these systems could cause system interruptions, delays in production and a loss of critical data that could severely affect their ability to conduct normal business operations.

GPRE is subject to financial reporting and other requirements, for which its accounting, internal audit and other management systems and resources may not be adequately prepared. GPRE experienced a material weakness in its internal controls as of the end of fiscal year 2007.

GPRE is subject to reporting and other obligations under the Securities Exchange Act of 1934, as amended, including the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Section 404 requires annual

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management assessment of the effectiveness of a company’s internal controls over financial reporting and a report by its independent registered public accounting firm addressing the effectiveness of GPRE’s internal controls over financial reporting. These reporting and other obligations place significant demands on GPRE’s management, administrative, operational, internal audit and accounting resources. If GPRE is unable to meet these demands in a timely and effective fashion, its ability to comply with its financial reporting requirements and other rules that apply to it could be impaired. Any failure to maintain effective internal controls could have a material adverse effect on GPRE’s business, results of operations and financial condition.

In connection with the audit of GPRE’s consolidated financial statements for the year ended November 30, 2007, GPRE identified a material weakness in its internal controls over financial reporting relating to month-end cutoffs of ethanol and distillers grains sales. A “material weakness” is a deficiency, or a combination of control deficiencies, that results in a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected. GPRE believes that it has remediated this weakness, although GPRE’s independent auditors have not verified the remedial measures. We cannot assure you that it will have no future deficiencies or weaknesses in its internal controls over financial reporting.

Any failure to remediate any material weaknesses that GPRE may identify or to implement new or improved controls, or difficulties encountered in their implementation, could cause GPRE to fail to meet its reporting obligations. Inferior internal controls could also cause investors to lose confidence in GPRE’s reported financial information, which could have a negative effect on the trading price of GPRE’s common stock.

GPRE recently acquired GPG and may be subject to a number of risks associated with running a grain elevator, fuel and fertilizer business and the integration of such business into its ethanol operations.

GPRE acquired GPG on April 3, 2008. The operation of a grain elevator, fuel and fertilizer business is new to GPRE. There are a number of risk factors unique to such business, such as:

·                  The operation of new ethanol plants in GPG’s trade territory could substantially reduce the volume of corn that it buys and merchandises, which would adversely affect its operating income. GPG’s largest single source of operating income is from buying corn and soybeans, drying and storing these grain products, and merchandising them to various purchasers. Three ethanol plants are currently operating within or near GPG’s trade territory at Albert City, Ashton, and Emmetsburg Iowa. Three additional ethanol plants are under construction within or near GPG’s trade territory at Hartley and Superior, Iowa (which is GPRE’s ethanol plant that is currently under construction) and at Welcome, Minnesota. In addition, another ethanol operator has announced its intention to construct an ethanol plant at Fairmont, Minnesota. If all of these ethanol plants are eventually constructed and operated at full capacity, GPRE believes they would buy approximately 206 million bushels of corn each year. This compares to approximately 18 million bushels of corn GPG merchandized during its 2007 fiscal year. The significant capital costs of an ethanol plant and the high costs of temporarily shutting down an ethanol plant provide strong incentives for these plants to be continuously operated, even during periods of high corn prices relative to the price of ethanol. As a result, the operators of ethanol plants often are willing to buy the corn necessary to maintain production at prices that may exceed the prices being paid by other corn end-users. In contrast, GPG is limited in the price that it can pay for corn by the prices at which it can sell the corn to various buyers. This disparity in corn pricing may result in GPG being unable to profitably buy corn during certain periods, which would reduce the annual volume of corn and its operating profits. GPG may also be forced to pay higher prices for corn in order to fulfill contractual grain delivery obligations, resulting in a loss on the purchase and resale of corn or a reduction in the profit margin on such corn. It is impossible to predict the impact of the operation of these ethanol plants within or near GPG’s trade territory on GPG’s profitability since there is no comparable historical experience.

·                  The markets for GPG’s products are highly competitive. Competitive pressures in all of GPG’s businesses could affect the price of and customer demand for its products, thereby negatively impacting its profit margins and resulting in a loss of market share. In addition to the special risks from the ethanol industry discussed above, GPG’s grain business also competes with other grain merchandisers, grain processors and end-users for the purchase of grain, as well as with other grain merchandisers, private elevator operators

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and cooperatives for the sale of grain. Many of GPG’s competitors are significantly larger and compete in more diverse markets.

·                  GPG maintains a pension plan and is subject to changes in laws and assumptions which could have a significant impact on the necessary cash flows needed to fund this plan, and introduce volatility into the annual expense of this plan. GPG could be impacted by a rise in the cost of pension and other post-retirement benefits. It may be required to make cash contributions to the extent necessary to comply with minimum funding requirements under applicable law, which may change in the future. These cash flows are dependent on various assumptions used to calculate such amounts, including discount rates, long-term return on plan assets, salary increases, health care cost trend rates and other factors. These cash flows are also dependent on the future investment experience of the plan. Changes to any of these assumptions, or variance between assumed and actual investment experience, could have a significant impact on these estimates and the required annual pension contributions.

·                  GPG’s business may be adversely affected by conditions beyond its control, including weather conditions, political developments, disruptions in transportation, and international petroleum risks. Many of GPG’s business activities are dependent on weather conditions. Weather risks may result in: (i) a reduction in the sales of fertilizer and pesticides caused by too much rain during application periods, (ii) a reduction in grain harvests caused by too little or too much rain during the growing season, (iii) a reduction in grain harvests caused by too much rain or an early freeze during the harvest season, and (iv) damage to corn stored on an open pile caused by too much rain and warm weather before the corn is dried, shipped, consumed or moved into a storage structure. National and international political developments subject GPG’s business to a variety of security risks, including bio-terrorism, and other terrorist threats to data security and physical loss to its facilities. In order to protect itself against these risks and stay current with new government legislation and regulatory actions, GPG may need to incur significant costs. No level of regulatory compliance can guarantee that security threats will never occur. If there were a disruption in available transportation due to natural disaster, strike or other factors, GPG may be unable to get raw materials inventory to its facilities, product to its customers, or ship grain to market. This could disrupt GPG’s operations and cause it to be unable to meet its customers’ needs or fulfill its contractual grain delivery obligations. The international nature of petroleum production, import restrictions, embargoes and refining capacity limitations could severely impact the availability of petroleum products causing severe economic hardship on the performance of GPG’s petroleum business.

·                  Many of GPG’s business lines are affected by the supply and demand of commodities, and are sensitive to factors outside of its control. Adverse price movements could adversely affect its profitability and results of operations. GPG buys, sells and holds inventories of various commodities, some of which are readily traded on commodity futures exchanges. Weather, economic, political, environmental and technological conditions and developments, both local and worldwide, as well as other factors beyond GPG’s control, can affect the supply and demand of these commodities and expose it to liquidity pressures due to rapidly rising or falling market prices. Changes in the supply and demand of these commodities can also affect the value of inventories held by GPG, as well as the price of raw materials. Increased costs of inventory and prices of raw materials could decrease profit margins and adversely affect profitability. While GPG hedges the majority of its grain inventory positions with derivative instruments to manage risk associated with commodity price changes, including purchase and sale contracts, it is unable to hedge 100% of the price risk of each transaction due to timing, unavailability of hedge contracts counterparties, and third party credit risk. Furthermore, there is a risk that the derivatives GPG employs will not be effective in offsetting the changes associated with the risks it is trying to manage. This can happen when the derivative and the hedged item are not perfectly matched. GPG’s grain derivatives, for example, do not hedge the basis pricing component of its grain inventory and contracts. (Basis is defined as the difference between the cash price of a commodity in a GPG facility and the nearest in time exchange-traded futures price.) Differences can reflect time periods, locations or product forms. Although the basis component is smaller and generally less volatile than the futures component of grain market price, significant unfavorable basis movement on a grain position as large as GPG’s can significantly impact its profitability. In addition, GPG does not hedge non-grain commodities. Since GPG buys and sells commodity derivatives on registered and non-registered exchanges, its derivatives are subject to margin calls. If there is a significant movement in the derivatives market, GPG could incur a significant amount of liabilities, which would impact its liquidity and its interest

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expense. There is no assurance that that the efforts GPG takes to mitigate the impact of the volatility of the prices of commodities will be successful, and any sudden change in the price of these commodities could have an adverse affect on its liquidity and profitability.

·                  Grain production and trade flows are affected by government actions. Production levels, markets and prices of the grains GPG merchandises are affected by federal government programs, which include acreage control and price support programs of the United States Department of Agriculture (“USDA”). In addition, grain sold by GPG must conform to official grade standards imposed by the USDA. Other examples of government policies that can have an impact on GPG’s business include tariffs, duties, subsidies, import and export restrictions and outright embargos. Changes in government policies and producer supports may impact the amount and type of grains planted, which in turn, may impact GPG’s ability to buy grain in its market region. Because a portion of GPG’s grain sales are to exporters, the imposition of export restrictions could limit its sales opportunities.

·                  GPG handles potentially hazardous materials, particularly in it fertilizer and fuel businesses. If environmental requirements become more stringent or if GPG experiences unanticipated environmental hazards, it could be subject to significant costs and liabilities. A significant part of GPG’s business is regulated by environmental laws and regulations, including those governing the labeling, use, storage, discharge and disposal of hazardous materials. Because GPG uses and handles hazardous substances in its businesses, changes in environmental requirements or an unanticipated significant adverse environmental event could have a material adverse effect on its business. There is no assurance that GPG has been, or will at all times be, in compliance with all environmental requirements, or that it will not incur material costs or liabilities in connection with these requirements. Private parties, including current and former employees, could bring personal injury or other claims against GPG due to the presence of, or exposure to, hazardous substances used, stored or disposed of by GPG, or contained in its products. GPG is also exposed to residual risk because some of the facilities and land which it has acquired may have environmental liabilities arising from their prior use. In addition, changes to environmental regulations may require GPG to modify its existing plant and processing facilities and could significantly increase the cost of those operations.

·                  GPG relies on a limited number of suppliers for its products, and the loss of one or several of these suppliers could increase its costs and have a material adverse effect on its business. GPG relies on a limited number of suppliers for its products. If it is unable to obtain these raw materials and products from its current vendors, or if there were significant increases in its suppliers’ prices, it could disrupt operations, thereby significantly increasing its costs and reducing profit margins.

Risks Related to GPRE’s Common Stock

GPRE has been capitalized with substantial debt leverage, resulting in substantial debt service requirements that could reduce the value of GPRE’s stock.

GPRE raised net proceeds of approximately $95.0 million in its prior equity offerings. Those funds have been used to build its first ethanol plant in Shenandoah, Iowa, and for the construction to date of its second ethanol plant in Superior, Iowa. In addition, GPRE has loans which, when fully drawn, are expected to total approximately $159.3  million for the construction of the plants, acquisition of GPG and to provide working capital for their operation, and the VBV Subsidiaries have loans which, when fully drawn, are expected to total approximately $212.0 million for the construction of their plants and to provide working capital for their operations. GPRE believes with the equity raised in its prior offerings and the Stock Purchase, and the loans from the Companies’ lenders that GPRE will have sufficient funds to complete the Companies’ ethanol plants and meet related working capital requirements. However, based on GPRE’s business risks, GPRE’s capital structure will be highly leveraged. GPRE’s debt service requirements could have important consequences which could reduce the value of GPRE’s common stock, including:

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·              limiting GPRE’s (or any of its subsidiaries’ post-Merger) ability to borrow additional amounts for operating capital and other purposes or creating a situation in which such ability to borrow may be available on terms that are not favorable to GPRE;

·              reducing funds available for operations and distributions because a substantial portion of GPRE’s cash flow will be used to pay interest and principal on the Companies’ debt;

·              making GPRE vulnerable to increases in prevailing interest rates;

·              placing GPRE at a competitive disadvantage because it may be substantially more leveraged than some of its competitors;

·              subjecting all, or substantially all of GPRE’s assets to liens, which means that there will be few, if any, assets available for shareholders in the event of a liquidation; and

·              limiting GPRE’s ability to adjust to changing market conditions, which could increase its vulnerability to a downturn in our business or general economic conditions.

In the event that GPRE is unable to pay its debt service obligations, GPRE could be forced to: (i) reduce or eliminate dividends to shareholders, if they were to commence or (ii) reduce or eliminate needed capital expenditures. It is possible that GPRE could be forced to sell assets, seek to obtain additional equity capital or refinance or restructure all or a portion of its debt. In the event that GPRE is unable to refinance its indebtedness or raise funds through asset sales, sales of equity or otherwise, GPRE’s business would be adversely affected and GPRE may be forced to liquidate, and investors could lose their entire investment.

GPRE common stock is thinly traded.

GPRE’s common shares trade on the NASDAQ Capital Market and the American Stock Exchange. However, GPRE shares are thinly traded and any investment made in GPRE may be relatively illiquid for an indefinite amount of time. For this reason, GPRE has few institutional shareholders and does not receive a significant amount of analyst coverage. GPRE intends to file an application for listing its common stock on the NASDAQ Global Market which, if approved, would take effect the first trading day following consummation of the Mergers.  At such time, GPRE intends to delist its common stock from the American Stock Exchange.  There can be no assurance that NASDAQ will approve the listing application or that GPRE’s common stock will continue to be traded on the NASDAQ or any other exchange or market in the future.  Further, no assurance can be given that GPRE’s common stock will continue to be traded on these or any other exchange or market in the future.

GPRE’s common stock may be diluted in value and may be subject to further dilution in value.

As of June 8, 2008, GPRE had outstanding 7,821,528 shares of common stock, warrants exercisable for 320,014 shares of common stock at an exercise price of $60 per share and stock options exercisable for 509,000 shares of common stock at exercise prices of between $8.84 and $30 per share. GPRE will also be issuing 267,528 options and 16,871,472 shares of common stock as part of the Mergers and the Stock Purchase. If for any reason GPRE is required in the future to raise additional equity capital, if warrants are exercised in the future, or if options of any kind or additional shares are issued to GPRE’s officers and directors, or to other members of GPRE’s management or employees, GPRE’s current shareholders, the VBV and VBV Subsidiary members may suffer further dilution to their investment. There is no assurance that further dilution will not occur in the future.

GPRE common stock is subordinate to its debts, and will be subordinate to VBV’s and the VBV Subsidiaries’ debts post-Merger, and other liabilities, resulting in a  risk of loss for investors.

GPRE’s common shares are unsecured equity interests and are subordinate in right of payment to all current and future debt as discussed elsewhere in this proxy statement/prospectus, and will be subordinate to the debts of VBV and the VBV Subsidiaries post-Merger. In the event of GPRE’s insolvency, liquidation dissolution or other winding up of its affairs, all of GPRE’s debts, including winding-up expenses, must be paid in full before any payment is made to the holders of GPRE common stock. In the event of GPRE’s bankruptcy, liquidation, or reorganization, all GPRE common stock will be paid ratably with all of GPRE other equity holders, and there is no

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assurance that there would be any remaining funds after the payment of all of GPRE’s debts for any distribution to shareholders.

Risks Related to Construction of the Superior Plant, the Bluffton Plant and the Obion Plant

GPRE, IBE and EGP are each dependent on their respective design builders and technology providers for expertise in the commencement of operations at the Superior plant, the Bluffton plant and the Obion plant, respectively, and any loss of these relationships, or failure to perform on their part, could hinder their ability to operate profitably and significantly decrease the value of an investment in GPRE.

GPRE is highly dependent upon Agra Industries and Delta T, and their respective employees, who have experience in the construction, start-up and operation of ethanol plants, to design, build and start-up the Superior plant. IBE and EGP are similarly dependent upon Fagen, Inc. and ICM, Inc. Any loss of these relationships, particularly during the construction and start-up period for the Superior, Bluffton or Obion plants, may have a material adverse impact on the Companies’ operations, cash flows and financial performance. There are general risks and potential delays associated with each project, including, but not limited to, fire, weather, permitting issues, and delays in the provision of materials or labor to the construction site. Although none of the Companies are aware of any parts needed to construct their plants that may be backordered, certain parts for ethanol plants have become backordered from time to time and the Companies may not be able to get delivery of necessary parts in a timely manner. GPRE, IBE and EGP each believe that their respective design and technology firms have entered into other contracts to build ethanol plants for other owners. There is a risk that such providers have taken on so much work that they might not be able to perform in a timely manner. Any significant delay in the planned completion date for any of these plants may have a material adverse effect on the Companies’ operations, cash flows and financial performance.

Although ethanol development continues across the country, there has been a significant decline in the number of new projects over the last year. Consequently, the Companies could be exposed to risk if market conditions place their design builders and technology providers under substantial economic pressure. If GPRE’s, IBE’s or EGP’s respective design builders and technology providers were to face financial difficulties, due to market conditions or any other reason, the Companies’ ability to perform will be impeded, and such circumstances might have a material adverse effect on the Companies’ operations, cash flows and financial performance.

Agra Industries, Delta T and Fagen will continue to employ subcontractors for key parts of the plants.

The failure on the part of major subcontractors to perform in a satisfactory manner can present risk that any of the Superior, Bluffton or Obion plants will not be constructed as planned. Failure on the part of any of GPRE’s, IBE’s or EGP’s respective design builders and technology providers to compensate subcontractors can also present risk of claims or liens on plant assets. These claims could result in a loss of the value of GPRE common stock.

GPRE, IBE or EGP may not be able to manage their respective start-up periods effectively.

GPRE, IBE and EGP are each approaching construction completion and operations start-up at their respective plants under construction.  Although the Companies have limited financial resources, they will need to implement operational, financial and management systems for all three plants. GPRE is currently hiring employees needed to operate the Superior plant, and will need to train, motivate and manage those employees.  IBE and EGP are planning to hire employees needed to operate their respective plants and will also need to train, motivate and manage those employees. Although GPRE, IBE and EGP each believes that they can effectively manage the start-up and properly staff and train employees for its operations, there is no assurance that this will occur, and any failure by GPRE, IBE or EGP in either of these areas could have a material adverse effect on its financial condition, cash flows, results of operations and its ability to execute its business plan.

GPRE, IBE and EGP will depend on their respective technology providers for ongoing support services.

GPRE and the VBV Subsidiaries are highly dependent upon their respective technology providers for ongoing support services at their plants. GPRE’s process technology implemented at its plants is licensed, as will the

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technology utilized by the VBV Subsidiaries in their plants. If the plants are built but do not operate to the level anticipated by the Companies in their business plans, the Companies will need to rely on their respective technology providers to adequately address such deficiencies. There is no assurance that they will be able to address such deficiencies in an acceptable manner. Failure to do so could have a material adverse effect on the Companies’ operations, cash flows and financial performance.

Construction delays could result in a delay in GPRE’s commencement of operations and generation of revenue, if any, from its Superior plant, as well as from IBE’s and EGP’s plants.

GPRE’s  plant is currently commissioning and is scheduled to be operational in July, 2008 and both IBE’s plant and EGP’s plant are expected to begin operations in the fourth quarter of 2008. However, any of these dates could be later under the contract each has with their respective design builders. Construction projects often involve delays in obtaining permits, construction delays due to weather conditions, or other events that delay the construction schedule. In addition, changes in interest rates or the credit environment or changes in political administrations at the federal, state or local level that result in policy change towards ethanol or any of these projects, could cause construction and operation delays. If it takes longer to obtain necessary permits or construct the plants than GPRE or the VBV Subsidiaries anticipate, it would delay each Company’s ability to generate revenues at that location and make it difficult for it to meet its debt service obligations. This could reduce the value of GPRE common stock and could negatively affect its ability to execute its plan of operation.

If there are defects in the Superior, Bluffton or Obion plants’ construction, it may negatively affect GPRE’s ability to operate those plants.

There is no assurance that defects in materials and/or workmanship in any of the Superior, Bluffton or Obion plants will not occur. Under the terms of the design-build contracts, GPRE’s and VBV Subsidiaries’ builders have warranted that the material and equipment furnished to build the plants would be new, of good quality, and free from material defects in material or workmanship at the time of delivery. Though the design-build contracts require GPRE’s and VBV Subsidiaries’ builders to correct all defects in material or workmanship for a period of one year after substantial completion of the plants, material defects in material or workmanship may still occur. Such defects could cause GPRE to delay the commencement of operations of any such plant or, if such defects are discovered after operations have commenced, to halt or discontinue such plant’s operations. Any such event may have a material adverse effect on GPRE’s operations, cash flows and financial performance.

Any material variations to the actual cost verses GPRE’s or VBV Subsidiaries’ cost estimates relating to the construction and operation of their plants could materially and adversely affect GPRE’s ability to operate the plants profitably.

Agra Industries is constructing the Superior plant at an estimated total cost of approximately $97.5 million, based on the plans and specifications in the design-build contract with Agra Industries, comprised of $81.4 million in plant construction costs and $16.1 million of other costs. Fagen is constructing the Bluffton and Obion plants for fixed prices.  There is no assurance that there will not be design changes or cost overruns associated with the construction of any of the plants. Any significant increase in the estimated construction cost of the plants may have a material adverse effect on GPRE’s operations, cash flows and financial performance.

Risks Related to Ethanol Production

Each of the Companies’ ability to operate at a profit is largely dependent on prices of corn, natural gas, ethanol and distillers grains.

The Companies’ operations and financial condition are significantly affected by the cost and supply of grain and natural gas and by the selling price for ethanol and distillers grains. Prices and supplies are subject to and determined by market forces over which the Companies has no control. The Companies are heavily dependent on the price and supply of corn. There is no assurance of consistent and continued availability of feedstock. There is significant price pressure on local corn markets caused by nearby ethanol plants, livestock industries and other value-added enterprises. Additionally, the local corn supplies could be adversely affected by rising prices for

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alternative crops, increasing input costs, changes in government policies, shifts in global markets or damaging growing conditions such as plant disease, weather or drought.

As a result of price volatility for these commodities, the Companies operating results may fluctuate substantially.  Based on recent forward prices of corn and ethanol, the Companies’ may be operating their plants at low to possibly negative operating margins. Increases in corn prices or decreases in prices of ethanol or distillers grains prices may result in it being unprofitable to operate GPRE’s and the VBV Subsidiaries’ plants. No assurance can be given that any of the Companies will be able to purchase corn at prices anywhere near the historic averages of corn in the states in which GPRE’s and the VBV Subsidiaries’ plants are located; that any of the Companies will be able to purchase natural gas at, or near, its current price; that any of the Companies will be able to sell ethanol at, or near, current prices; or that any of the Companies will be able to sell its distillers grains at, or near, current prices. Commodities prices have been extremely volatile in the past and are expected to be extremely volatile in the future, due to factors beyond the Companies’ control, such as weather, domestic and global demand, shortages, export prices and various governmental policies in the U.S. and around the world.

GPRE has been and anticipates continuing post-Merger to purchase its corn from farmers in the areas surrounding the plants and in the cash market, and hedging corn through futures contracts or with options to reduce short-term exposure to price fluctuations. The Companies may contract with third parties to manage their hedging activities and corn purchasing. The Companies’ purchasing and hedging activities may or may not lower their respective price of corn, and in a period of declining corn prices, these advance purchase and hedging strategies may result in the Companies paying a higher price for corn than their competitors. Further, hedging for protection against the adverse changes in the price of corn may be unsuccessful, and could result in substantial losses. Generally, higher corn prices will produce lower profit margins.

Because there is limited correlation between the price of corn and the price of ethanol increases in corn prices generally produce lower profit margins for ethanol producers.  Substantial increases in the price of corn have caused some ethanol plants to temporarily cease production or operate at a loss and these high prices of corn have significantly affected the profit margins of operating ethanol plants. The price of corn has fluctuated significantly in the past and may fluctuate significantly in the future. Increased ethanol production from new or expanded ethanol production facilities may increase the demand for corn and increase the price of corn or decrease the availability of corn in areas where we intend to source corn for the plant. The Companies may have to source corn from greater distances from the plants at a higher delivered cost. If a period of high corn prices were to be sustained for some time, such pricing may have a material adverse effect on the Companies’ operations, cash flows and financial performance.

The Companies’ revenues will also be dependent on the market prices for ethanol and distillers grains. These prices can be volatile as a result of a number of factors. These factors include the overall supply and demand of ethanol, the price of gasoline, the level of government support, and the availability and price of competing products. For instance, the price of ethanol tends to increase as the price of gasoline increases, and the price of ethanol tends to decrease as the price of gasoline decreases. However, this relationship is continually changing based on market forces and may result in reduced competitiveness of ethanol in the marketplace. Any lowering of gasoline prices will likely also lead to lower prices for ethanol and adversely affect the Companies’ operating results.

The VBV Subsidiaries have entered into corn purchase agreements that limit their ability to purchase corn on the open market.

IBE has contracted with Cargill Incorporated, through its AgHorizons Business Unit (“Cargill”), for all of IBE’s corn supplies. IBE has agreed to pay Cargill for its cost of procuring the corn plus a per bushel origination fee. EGP has contracted with Obion Grain Co. (“Obion Grain”) as EGP’s exclusive supplier for corn obtained in Obion County, Tennessee and the seven contiguous counties in Tennessee and Kentucky.  EGP has entered into an agreement with Central States Enterprises, Inc. for its remaining corn needs at a purchase price to be determined by EGP and Central States, with EGP paying Central States a per bushel commission for each bushel purchased by Central States and sold to EGP. Because of IBE’s corn purchase agreement with Cargill and EGP’s corn purchase agreements with Obion Grain and Central States, both IBE and EGP are unable to purchase all, or any in the case of IBE, of their corn supplies on the open market, which may place the VBV Subsidiaries at a greater risk to any price

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fluctuations that may arise and may have a material adverse effect on VBV’s and the VBV Subsidiaries’ operations, cash flows and financial performance.

The Companies will not have marketing agreements with their owners to assure that the plants have a source for corn and to protect the Companies from corn price fluctuations.

Many producers of ethanol have corn delivery programs that require their members or shareholders to deliver specified quantities of corn to the producer at established, formula or market prices. These agreements may protect producers from supply and price fluctuations. The Companies will not have corn delivery agreements and will be required to acquire substantial quantities of corn in the marketplace based on the then-prevailing market price. If the supplies of corn available to the Companies are not adequate, they may not be able to procure adequate supplies of corn at reasonable prices. This could result in a utilization of less than the full capacity of the plants, reduced revenues, higher operating costs, and reduced income or losses.

The Companies cannot provide any assurance that there will be sufficient demand for ethanol to support current ethanol prices.

The Companies believe that ethanol production is expanding rapidly at this time. To support this rapid expansion of the industry, domestic ethanol consumption must increase dramatically. Additionally, public opinion must be supportive of continued or increased mandates in order to maintain the preferred status of ethanol in public policy. The domestic market for ethanol is largely dictated by federal mandates for blending ethanol with gasoline. At present rate of expansion, it is probable that ethanol production will exceed levels set by federal mandate. Additionally, it is possible that ethanol production will exceed domestic blending capacity.

Ethanol production from corn has not been without controversy. There have been questions of overall economic efficiency and sustainability, given the industrialized and energy-intensive nature of modern corn agriculture. Additionally, ethanol critics frequently cite the moral dilemma of redirecting corn supplies from international food markets to domestic fuel markets and further directly link the current global food price increases to the production of ethanol and other biofuels.  These claims and others have led some politicians to call for a reduction in mandated ethanol use and other changes in the law supporting ethanol production. The controversy surrounding corn ethanol is dangerous to the industry because ethanol demand is largely dictated by federal mandate. If public opinion were to erode, it is possible that the federal mandates will lose political support and the ethanol industry will be left without a market.

The governor of the state of Texas recently submitted a petition to the EPA requesting a waiver of 50 percent of the nationwide RFS mandate for the production of ethanol derived from grain, citing adverse economic impact due to higher corn prices in Texas.  The administrator of the EPA can waive the RFS if the RFS would severely harm the economy or environment of a state, region or the United States or if there is an inadequate supply of renewable fuel.  If the EPA grants this or any other waiver of the RFS with respect to ethanol derived from grain, it could have a material adverse effect on the Companies’ operations and financial performance.

Beyond the federal mandates, there are limited markets for ethanol. Discretionary blending is an important secondary market. However, consumer acceptance of E85 fuels and flexible-fuel technology vehicles is needed before there will be any significant growth in market share. International markets offer possible opportunities.  Ethanol has foreseeable applications as an aviation or locomotive fuel. Limited markets also exist for use of ethanol as an antiseptic, antidote or base compound for further chemical processing. All these additional markets are undeveloped.

At present, the Companies cannot provide any assurance that there will be any material or significant increase in the demand for ethanol beyond the increases in mandated gasoline blending. Increased production in the coming years is likely to lead to lower ethanol prices. Additionally, the increased production of ethanol could have other adverse effects as well. For example, the increased production could lead to increased supplies of by-products from the production of ethanol, such as distillers grains. Those increased supplies could lead to lower prices for those by-products. Also, the increased production of ethanol could result in a further increase in the demand for corn. This could result in higher prices for corn creating lower profits. There can be no assurance as to the price of

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ethanol, corn, or distillers grains in the future. Adverse changes affecting these prices may have a material adverse effect on the Companies’ operations, cash flows and financial performance.

The Companies expect to compete with existing and future ethanol plants and oil companies, which may result in a material adverse effect on the Companies’ operations, cash flows and financial performance.

The Companies operate in a very competitive environment. The Companies compete with large, multi-product, multi-national companies that have much greater resources than the Companies currently have or will have in the future. The Companies may face competition for capital, labor, management, corn and other resources. There is clearly a consolidation trend in the ethanol industry. As a result, firms are growing in size and scope. Larger firms offer efficiencies and economies of scale, resulting in lower costs of production. Absent significant growth and diversification, the Companies might not be able to operate profitably in a more competitive environment. No assurance can be given that the Companies will be able to compete successfully or that such competition will not have a material adverse effect on the Companies’ operations, cash flows and financial performance.

At present, the ethanol industry is primarily comprised of firms that engage exclusively in ethanol production. Oil companies, petrochemical refiners and gasoline retailers are not engaged in ethanol production to a large extent. These companies, however, form the primary distribution networks for marketing ethanol through blended gasoline. If these companies seek to engage in direct ethanol production, there will be less of a need to buy ethanol from independent ethanol producers. Such a structural change in the market could result in a material adverse effect on the Companies’ operations, cash flows and financial performance.

The Companies sell all their products to third-party brokers, which may reduce their ability to compete.

We sell all of our ethanol and the majority of our distillers grains to third-party brokers, who are our customers for purposes of revenue recognition, pursuant to contracts with these brokers.  These third-party brokers are responsible for subsequent sales, marketing, and shipping of the ethanol and distillers grains. None of the Companies currently have a sales force or distribution channel to market ethanol. Although GPRE is exploring alternative marketing strategies, GPRE is currently dependent on third-party brokers. GPRE has contracted  to sell all ethanol produced at both the Shenandoah and Superior plants with Renewable Products Marketing Group, LLC (“RPMG”) , though GPRE has provided notice of termination of this contract, effective September 30, 2008, with respect to Shenandoah.  RPMG pools ethanol from independent producers to capture efficiencies and economies of scale. If RPMG breaches the contract or does not have the ability (for financial or other reasons) to purchase all of the ethanol we produce, we will not have any readily available means to market our ethanol.

The VBV Subsidiaries will also be dependent on third-party brokers once the Bluffton and Obion plants are operational. Both of the VBV Subsidiaries have entered into agreements to sell all of the ethanol produced at their plants to Aventine Renewable Energy, Inc. (“Aventine”). GPRE’s and the VBV Subsidiaries’ lack of an independent marketing program and reliance on third parties to market ethanol may place them at a competitive disadvantage. GPRE’s or either VBV Subsidiary’s failure to sell all of its ethanol and distillers grains may have a material adverse effect on the Companies’ operations, cash flows and financial performance.

Similarly, GPRE is heavily dependent on third-party brokers to purchase its by-product distillers grains. Most of GPRE’s distillers grains, are sold to CHS Inc. (“CHS”). If, for any reason, CHS cannot or does not purchase GPRE’s distillers grains, GPRE lacks an independent marketing program for selling the by-product. GPRE’s inability to independently market distillers gains may have a material adverse effect on its operations, cash flows and financial performance.

VBV intends to market the distillers grains produced at the IBE and EGP plants itself, without the use of a third-party marketer, which could lead to decreased or little profit on such sales.

VBV intends to market the distillers grains for both IBE and EGP. VBV has no experience marketing distillers grains and does not have the same types of resources as CHS or any other distillers grains marketer. VBV’s lack of experience and resources may have a material adverse effect on VBV’s and the VBV Subsidiaries’ operations, cash flows and financial performance.

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Markets for distillers grains depend on its continued use as animal feed

The primary use of distillers grains is animal fodder or feed additive. In recent months, Escherichia coli (E. coli) outbreaks in beef cattle have been attributed to use of distillers grains as a cattle feed. At present, there is no conclusive causal relationship between E. coli and distillers grains. However, this continued controversy could have an adverse impact on distillers grains markets. Any connection, whether based on scientific evidence or popular opinion, between distillers grains and E. coli could have a material adverse effect on GPRE’s operations, cash flows and financial performance.

The price of distillers grains is affected by the price of other commodity products, such as soybeans and corn, and decreases in the price of these commodities could decrease the price of distillers grains, which will decrease the amount of revenue the Companies may generate.

Distillers grains compete with other protein-based animal feed products. The price of distillers grains may decrease when the prices of competing feed products decrease. The prices of competing animal feed products are based in part on the prices of the commodities from which these products are derived. Downward pressure on commodity prices, such as soybeans and corn, will generally cause the price of competing animal feed products to decline, resulting in downward pressure on the price of distillers grains. Decreases in the price of distillers grains will result in the Companies generating less revenue.

Engaging in hedging activities to minimize the potential volatility of commodity gas prices could result in substantial costs and expenses and additional liquidity and counterparty risk.

In an attempt to minimize the effects of the volatility of corn and natural gas costs on operating profits, GPRE has taken hedging positions in the corn and natural gas futures markets and the Companies will likely take additional hedging positions in these commodities in the future. GPG contracts to purchase corn, soybeans and other grains from its customers at fixed prices in the future.  To hedge its price risk, GPG regularly sells exchange-traded futures contracts under arrangements that involve margin.  Hedging means protecting the price at which companies buy and sell commodity inputs and outputs in the future. It is a way to attempt to reduce the risk caused by price fluctuation. For the Companies, the effectiveness of such hedging activities is dependent upon, among other things, the Companies’ ability to forecast future corn and natural gas usage requirements, and ethanol and distillers grains production levels.  Customers and hedging counterparties may default on contractual obligations to purchase or sell commodities to the Companies, particularly following periods of substantial price change which the hedging transactions were intended to protect against.  Additionally, substantial price changes may cause margin calls to secure the Companies’ performance under exchange-traded futures contracts.  Margin calls involve transferring cash to brokers with little advanced notice.  As a result, the Companies may not have sufficient liquidity to meet a margin call and may be forced to liquidate the futures contract.  Although the Companies will attempt to link hedging activities to sales plans and pricing activities, such hedging activities can themselves result in additional costs and risks because commodity price movements are highly volatile and are influenced by many factors that are beyond the Companies’ control.

The Companies’ ability to successfully operate is dependent on the availability of energy and water at anticipated prices.

The Superior and Shenandoah plants, along with the VBV Subsidiaries’ plants, will require a significant and uninterrupted supply of electricity, natural gas and water to operate. There is no assurance that the Companies will be able to secure an adequate supply of energy or water to support current and expected plant operations.  If there is an interruption in the supply of energy or water for any reason, such as supply, delivery or mechanical problems, the Companies may be required to halt production. If production is halted for an extended period of time, it may have a material adverse effect on the Companies’ operations, cash flows and financial performance.

GPRE, EGP and IBE have each entered into an agreement with U.S. Energy Services, Inc. to negotiate and purchase natural gas and secure related natural gas pipeline capacity for their respective plants from third-party providers. There can be no assurance given that any of the Companies or U.S. Energy Services will be able to obtain a sufficient supply of natural gas for their respective plants or that GPRE will be able to procure alternative sources

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of natural gas on acceptable terms. Higher natural gas prices may have a material adverse effect on the Companies’ operations, cash flows and financial performance.

The Companies will also need to purchase significant amounts of electricity to operate the plants. Currently, GPRE’s plants do not have an onsite electric generation capability to support plant operations. All electricity must be purchased from third-party electric utilities. GPRE has negotiated an agreement with MidAmerican Energy to supply electricity to the plant in Shenandoah for a period of five years. No assurance can be given that GPRE will be able to negotiate contract extensions at favorable rates after the five year period is over. GPRE has entered into an agreement with the Iowa Lakes Electric Cooperative and the Corn Belt Cooperative to supply electricity to the Superior plant. EGP is currently negotiating a multi-year agreement for electricity with Gibson Electric for the construction of the necessary infrastructure and provision of electricity.  IBE has entered into a five-year electricity supply agreement with Bluffton Utilities.  Electricity prices have historically fluctuated significantly. Sustained increases in the price of electricity in the future would increase the costs of production at the plants. As a result, these issues may have a material adverse effect on the Companies’ operations, cash flows and financial performance.

Sufficient availability and quality of water are important requirements to produce ethanol. GPRE anticipates that water requirements at each of its plants will be approximately 400 to 800 gallons per minute, depending on the quality of the water at the plants. GPRE believes the City of Shenandoah has sufficient capacities of water to meet GPRE’s needs and GPRE has a contract with the city to supply water to the plant at a price that GPRE believes is favorable to its operations. However, no assurance can be given that a prolonged drought could not diminish the water supplies in the areas of the Shenandoah plant, or that GPRE would continue to have sufficient water supplies in the future. GPRE anticipates obtaining its water supply for the Superior ethanol plant from two wells on the site. The Bluffton and Obion plants will require approximately 900 to 1,200 gallons of water per minute. The VBV Subsidiaries intend to use onsite wells, supplemented by city services as necessary, for their water needs. If a drought were to occur, the Companies may have to purchase water from other sources, such as the local rural water company, which would cost more. If any of the Companies ever had to do this, it may have a material adverse effect on its operations, cash flows and financial performance and could even cause one or more of the Companies to cease production for periods of time.

The operating costs of the Companies could be higher than they expect, and this could reduce their income and any distributions they may make.

In addition to general economic conditions, market fluctuations and commodity prices, significant operating cost increases could adversely affect the Companies due to numerous factors, many of which are beyond their control. These increases could arise from higher natural gas prices, because of rising energy prices in general or related labor and transportation costs; higher costs for electricity; higher transportation costs, because of greater demands on truck and rail transportation services; higher labor costs, particularly if there is any labor shortage; and other factors. Operating the plants will also subject the Companies to ongoing compliance with applicable governmental regulations, including regulations regarding pollution control and occupational safety. The Companies may have difficulty complying with these regulations and compliance costs could increase significantly. Increases in operating costs would have a negative impact on the Companies’ operating income, and could result in substantially decreased earnings or a loss from operations.

Risk of foreign competition from producers who can produce ethanol at less expensive prices than it can be produced from corn in the United States.

There is an increased risk of foreign competition in the ethanol industry. At present, there is a $0.54 per gallon tariff on foreign ethanol. However, this tariff might not be sufficient to deter overseas producers from importing ethanol into the domestic market, resulting in depressed ethanol prices. It is also important to note that the tariff on foreign ethanol is the subject of ongoing controversy and disagreement amongst lawmakers. Many lawmakers attribute growth in the ethanol industry to increases in food prices. They see foreign competition in ethanol production as a means of controlling food prices. Additionally, the tariff on ethanol has sparked international criticism because it diverts corn from export and prevents Latin American agricultural development.

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Foreign competitors are likely to have lower input, energy and labor costs. International feedstocks might be less costly and more sustainable than corn. Additionally, the bulk of the domestic ethanol market is located on the coasts.  It is possible that it could be cheaper to import foreign ethanol via tanker than transport the Companies’ ethanol to coastal markets via rail or truck. The primary source of foreign competition is Brazil, which is the world’s second largest producer after the U.S. Brazil produces ethanol from sugarcane, which as a feedstock costs about 30% to 40% less than corn. Additionally, in comparison to the U.S., the Brazilian ethanol industry is more mature and more fully developed. Much of the industrial infrastructure that the U.S. is lacking is already in place in Brazil.

Ethanol produced or processed in certain countries in Central America and the Caribbean region is eligible for tariff reduction or elimination upon importation to the United States under a program known as the Caribbean Basin Initiative. Large ethanol producers, such as Cargill, have expressed interest in building dehydration plants in participating Caribbean Basin countries, such as El Salvador, which would convert ethanol into fuel-grade ethanol for shipment to the United States. Ethanol imported from Caribbean Basin countries may be a less expensive alternative to domestically produced ethanol. Competition from ethanol imported from Caribbean Basin countries may affect the Companies’ ability to sell its ethanol profitably, which may have a material adverse effect on the Companies’ operations, cash flows and financial performance.

If significant additional foreign ethanol production capacity is created, such facilities could create excess supplies of ethanol on world markets which may result in lower prices of ethanol throughout the world, including the U.S. GPRE believes that an increased supply of ethanol in world markets may be mitigated to some extent by increased ethanol demand, due in part to higher oil prices. Such foreign competition is a risk to the Companies’ businesses. Further, if the tariff on foreign ethanol is ever lifted, overturned, expired, repealed or reduced, our ability to profitably compete with low-cost international producers is questionable. Any penetration of ethanol imports into the domestic market may have a material adverse effect on the Companies’ operations, cash flows and financial performance.

Replacement technologies are under development that might result in product or process system obsolescence.

Ethanol is primarily an additive and oxygenate for blended gasoline. Although use is currently mandated, there is always the possibility that a preferred alternative product will emerge and eclipse the current market. Critics of ethanol blends argue that ethanol decreases fuel economy, causes corrosion of ferrous components and damages fuel pumps.  Any alternative oxygenate product would likely be a form of alcohol (like ethanol) or ether (like MTBE). Prior to federal restrictions and ethanol mandates, MTBE was the dominant oxygenate. It is possible that other ether products could enter the market and prove to be environmentally or economically superior to ethanol. More likely, it is possible that alternative biofuel alcohols such as methanol and butanol could evolve into ethanol replacement products. Such development an ethanol replacement product may have a material adverse effect on our operations, cash flows and financial performance.

Even if ethanol remains the dominant additive and oxygenate, technological innovation could have a profound impact on the corn ethanol system. The development of cellulosic ethanol obtained from other sources of biomass such as switchgrass or fast growing poplar trees could ultimately displace corn ethanol production. Federal policies suggest a long-term political preference for cellulosic processes using alternative feed stocks such as switchgrass, silage, wood chips or other forms biomass. Cellulosic ethanol has a smaller carbon footprint because the feedstock does not require energy-intensive fertilizers and industrial production processes. Additionally, cellulosic ethanol is favored because it is unlikely that foodstuff is being diverted from the market. Several cellulosic ethanol plants are under development. At present, it is unlikely that cellulose is an economically-viable alternative to corn. However, if research and development programs persist, there is the risk that cellulosic ethanol could displace corn ethanol at some point in the future. Although there may be opportunities to incorporate cellulosic processes into the Companies’ existing corn ethanol plants, it must be acknowledged that innovation in cellulose might have an adverse impact on the Companies’ enterprises. GPRE’s and the VBV Subsidiaries’ plants are designed as single-feedstock facilities. At present, there is limited supply of alternative feed stocks near GPRE’s and the VBV Subsidiaries’ facilities. There is limited ability to adapt the plants to a different feedstock or process system without substantial reinvestment and retooling.

GPRE’s ethanol plants use ICM and Delta T process technologies in Shenandoah and Superior, respectively. The IBE and EGP plants will use ICM process technologies.  These process technologies are industry

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standards. However, they use significant amounts of energy. There is the possibility that new process technologies will emerge that require less energy. The development of such process technologies would result in lower production costs. GPRE’s, IBE’s and EGP’s process technologies may become outdated and obsolete, placing the Companies at a competitive disadvantage against competitors in the industry. The development of replacement technologies may have a material adverse effect on the Companies’ operations, cash flows and financial performance.

Consumer perceptions of ethanol may have a negative impact on the acceptability of ethanol in the market, reducing the Companies’ revenues.

Many consumers have been exposed to the belief that ethanol production uses more energy than the ethanol produced can deliver. Others believe that ethanol damages vehicle engines. Many recent media reports state that ethanol use has caused the prices of food to increase and may even be the cause of world hunger. Some people expect that ethanol, particularly if use is mandated, will result in higher fuel and food prices. These and similar perceptions could negatively impact the acceptability and price of ethanol in the marketplace, reducing market volumes and prices, and resulting in greater competition, lower revenues for the Companies.

Risks Related to Conflicts of Interest

The Companies have conflicts of interest with their design builders, technology providers, third-party marketers and other suppliers that could result in loss of capital and reduced financial performance.

GPRE and the VBV Subsidiaries are and will continue to be advised by one or more employees or associates of their design builders and technology providers. GPRE’s and the VBV Subsidiaries’ design builders and technology providers are expected to continue to be involved in substantially all material aspects of their respective plant construction and operations for some time. Some of GPRE’s design builder and technology providers have an ownership interest in GPRE. In addition, Fagen has an ownership interest in both IBE and EGP. Consequently, the terms and conditions of GPRE’s, IBE’s and EGP’s agreements and understandings with them may not have been negotiated at arm’s length. Therefore, there is no assurance that GPRE’s, IBE’s or EGP’s arrangements with such parties are as favorable to them as could have been if obtained from unaffiliated third parties. In addition, because of the extensive role that they are expected to have in the construction and operation of the plants, it may be difficult or impossible for GPRE or either VBV Subsidiary to enforce claims that it may have against them, if a claim were to arise. If this were to occur, it may have a material adverse impact on the Companies’ operations, cash flows and financial performance.

GPRE’s and the VBV Subsidiaries’ design builders and technology providers and their affiliates may also have conflicts of interest because employees or agents of GPRE’s and the VBV Subsidiaries’ design builders and technology providers are involved as owners, creditors and in other capacities with other ethanol plants in the United States. GPRE and the VBV Subsidiaries cannot require design builders and technology providers to devote their full time or attention to their activities.

Aventine, the ethanol marketer for all of the ethanol to be produced at the VBV Subsidiaries’ plants, has an ownership interest in IBE and has appointed a director to the IBE board of directors. Cargill will be the supplier of all the corn to be used at the IBE plant, and its affiliate, Cargill Biofuels Investments, LLC, also has an ownership interest in IBE. Jackson — Briner Joint Venture, LLC is providing certain construction related construction services to IBE and has an ownership interest in IBE.  The Patterson Group, LLC, which provides EGP certain consulting services, is controlled by James K. Patterson, a director and unit holder of EGP. Obion Grain is EGP’s exclusive supplier of corn produced in the seven counties surrounding the EGP plant and has an ownership interest in EGP and will have a subordinate lien on EGP’s real property if EGP defaults under its corn purchase agreement with Obion Grain. In addition, Obion Grain is controlled by Dyersburg Elevator Company, James Baxter Sanders, Michael D. Miller and William H. Latimer, whom all have ownership interests in EGP, and the latter two of whom also serve as directors of the EGP board.

Though the Companies will attempt to address actual or potential material conflicts of interest as they arise or become known, none of the Companies have established any formal procedures to address or resolve conflicts of

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interest. There is no assurance that any conflict of interest will not have adverse consequences to the Companies’ operations, cash flows and financial performance.

The Companies’ board members and officers have other business interests that may receive a greater share of their time and attention than they will devote to their respective Companies.

The Companies’ respective board members and officers have other business interests and responsibilities that may be given priority over the time and attention that they are willing to devote to their respective Companies. This could result in errors of management and governance that could adversely affect the Companies’ operations, cash flows and financial performance.

The Companies’ consultants and contractors may have financial and other interests that conflict with their interests, and they may place their interests ahead of the Companies’ interests.

Entities and individuals engaged as consultants and contractors of the Companies will have financial interests that may conflict with the Companies’ interests. Each of a Company’s consultants and contractors is likely to be a creditor of that Company, which could affect their advice and commitment of time and resources to it. In addition, the consultants and contactors may have commitments to and financial interests in other ethanol plants located in the same geographic and market area as the GPRE and VBV Subsidiaries plants. As a result, they may have a conflict of interest as they allocate personnel, materials and other resources to the plants and others.

Risks Related to Regulation and Governmental Action

The loss of favorable tax benefits for ethanol production could adversely affect the market for ethanol.

The American Jobs Creation Act of 2004 created the volumetric ethanol excise tax credit (“VEETC”). Referred to as the blender’s credit, VEETC provides companies with a tax credit to blend ethanol with gasoline totaling 51 cents per gallon of pure ethanol, or approximately 5.1 cents per gallon for E10 and 43 cents per gallon on E85. VEETC expires on December 31, 2010. Continuation of the VEETC was not included in the Energy Independence and Security Act of 2007 (the “2007 Act”).  The Food, Conservation and Energy Act of 2008 (the “2008 Farm Bill”) reduced the VEETC to 45 cents per gallon of pure ethanol beginning January 1, 2009.  The elimination or further reduction of VEETC or other federal tax incentives to the ethanol industry would have a material adverse impact on our business by making it more costly or difficult for the Companies to produce and sell ethanol.

GPRE’s and the VBV’s inability to obtain required regulatory permits and/or approvals will impede their ability and may prohibit completely their ability to successfully operate their plants.

GPRE and VBV are subject to extensive air, water and other environmental regulation. GPRE and the VBV Subsidiaries have had to obtain a number of environmental permits to construct and operate their plants. Ethanol production involves the emission of various airborne pollutants, including particulate (PM10), carbon dioxide (CO²), oxides of nitrogen (N0x) and volatile organic compounds. GPRE believes it has obtained the permits necessary for operation of the Shenandoah plant and for the completion of the Superior plant, including GPRE’s air permits. IBE and EGP each believe that it has obtained the permits necessary for the construction of their respective plants.  However, GPRE, EGP and IBE still need to apply for and obtain certain other permits before they can commence operations at the Superior, Obion and Bluffton plants, respectively. GPRE, EGP and IBE each anticipates that it will be able to obtain these permits before the times that they will be needed. However, if for any reason any of these permits are not granted, construction costs for the Superior, Bluffton and Obion plants may increase. In addition, the governing state agencies could impose conditions or other restrictions in the permits that are detrimental to the Companies or which increase their costs above those assumed in any such project. Any such event could have a material adverse effect on the Companies’ operations, cash flows and financial performance.

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A change in environmental and safety regulations or violations thereof could impede GPRE’s and the VBV Subsidiaries’ ability to successfully operate the plants.

GPRE and the VBV Subsidiaries may also be subject to changes in environmental regulations. Currently the Environmental Protection Agency (“EPA”) rules and regulations do not require GPRE or either VBV Subsidiary to obtain separate EPA approval in connection with construction and operation of the plants. Additionally, environmental laws and regulations, both at the federal and state level, are subject to change and changes can be made retroactively. It is possible that more stringent federal or state environmental rules or regulations could be adopted, which could increase GPRE’s and the VBV Subsidiaries’ operating costs and expenses.  Consequently, even if GPRE and the VBV Subsidiaries have the proper permits at the present time, they may be required to invest or spend considerable resources to comply with future environmental regulations. Furthermore, ongoing plant operations are governed by the Occupational Safety and Health Administration (“OSHA”). OSHA regulations may change such that the costs of operations at the plants may increase. If any of these events were to occur, they may have a material adverse impact on the Companies’ operations, cash flows and financial performance.

GPRE’s and the VBV Subsidiaries’ plants will emit carbon dioxide as a by-product of the ethanol production process. The United States Supreme Court recently classified carbon dioxide as an air pollutant under the Clean Air Act in a case seeking to require the EPA to regulate carbon dioxide in vehicle emissions. Similar lawsuits have been filed seeking to require the EPA to regulate carbon dioxide emissions from stationary sources such as GPRE’s and VBV Subsidiaries’ ethanol plants under the Clean Air Act.  GPRE’s and the VBV Subsidiaries’ plants will produce a significant amount of carbon dioxide that will be vented into the atmosphere. While there are currently no regulations applicable to GPRE or either VBV Subsidiary concerning carbon dioxide, if Iowa, Indiana or Tennessee, or the federal government, or any appropriate agency, decides to regulate carbon dioxide emissions by plants such as GPRE’s or the VBV Subsidiaries’, GPRE or the VBV Subsidiaries may have to apply for additional permits or they may be required to install carbon dioxide mitigation equipment or take other steps unknown to the Companies at this time in order to comply with such law or regulation. Compliance with future regulation of carbon dioxide, if it occurs, could be costly and may prevent GPRE or the VBV Subsidiaries from operating its plants profitably, which may have a material adverse impact on the Companies’ operations, cash flows and financial performance.

GPRE does not have current, and in some instances any, environmental reports for GPRE’s real property.  There is a risk that there are unidentified costs associated with environmental liabilities at the various facilities.  These liabilities, if unaddressed, could significantly devalue the facilities if they are to be sold in the future.

The loss of favorable government usage mandates affecting ethanol production could adversely affect the market for ethanol.

Federal law, most notably the 2007 Act, requires the use of oxygenated gasoline. If these mandates are repealed, the market for domestic ethanol would be diminished significantly. Federal and state mandates and incentives may be modified in the future. The revocation or amendment of any one or more of those laws, regulations or programs could adversely affect the future use of ethanol in a material way. For example, changes in the environmental regulations regarding the required oxygen content of automobile emissions could have an adverse effect on the ethanol industry. The elimination or reduction of federal and state mandates and incentives would have a material adverse impact on our business by potentially reducing the demand for ethanol. The Companies cannot assure you that any of those laws, regulations or programs will continue. Any of these regulatory factors may result in higher costs or other materially adverse conditions effecting the Companies’ operations, cash flows and financial performance.

Additionally, flexible-fuel vehicles receive preferential treatment in meeting CAFE standards. High blend ethanol fuels such as E85 result in lower fuel efficiencies. Absent the CAFE preferences, it is unlikely that flexible-fuel vehicles could meet standards. Any change in these CAFE preferences could reduce growth of E85 markets and result in lower ethanol prices.

There has been an increase in the number of claims against the use of ethanol as an alternative energy source.  Many of such claims attempt to draw a link between recently increasing global food prices and the use of corn to produce ethanol.  Others claim that the production of ethanol requires too much energy.  Such claims have

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led some, including members of Congress, to urge the modification of current government policies which affect the production and sale of ethanol in the United States, such as the VEETC, the Renewable Fuels Standard and the 2007 Act.  Similarly, several states which currently have laws which affect the production and sale of ethanol, such as mandated usage of ethanol, have proposed to modify or eliminate such mandates.  To the extent that such state or federal laws were modified, the demand for ethanol may be reduced, which could negatively and materially affect the Companies’ ability to operate profitably.

Recent legislation indicates increasing federal support for cellulosic ethanol as an alternative to corn-derived ethanol.

The 2007 Act contains numerous provisions in support of cellulosic ethanol. For example, it authorizes $500 million annually for fiscal years 2008 through 2015 in grants to support the production of biofuels that are not derived from corn. In addition, the amended Renewable Fuel Standard mandates an increasing level of production of biofuels which are not derived from corn. The profitability of ethanol production depends heavily on federal incentives. The loss or reduction of incentives from the federal government in favor of corn-based ethanol production may reduce the Companies’ profitability.

CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This proxy statement/prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements included in this registration statement or made by management of GPRE or VBV, other than statements of historical fact regarding GPRE or VBV or any of their subsidiaries, are forward-looking statements within the meaning of Section 27A of the Securities Act and 21E of the Securities Exchange Act of 1934.

                Forward-looking statements include, among others, statements goals, plans, objectives, intentions, expectations, financial condition, results of operations, future performance and business of GPRE and VBV and their subsidiaries,  including, without limitation, (i) statements relating to the benefits of the merger, including future financial and operating results, cost savings, enhanced revenues and the accretion/dilution to reported earnings that may be realized from the merger, (ii) statements regarding certain of GPRE’s goals and expectations with respect to shareholder value, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of GPRE capitalization, and (iii) statements preceded by, followed by or that include the words “may”,  “could”, “should”, “would”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan”, “projects”, “outlook” or similar expressions. These statements are based upon the current beliefs and expectations of GPRE and/or VBV’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond GPRE ‘s or VBV’s control).

All forward-looking statements reflect present expectations of future events. As more fully discussed under “Risk Factors” above, the following factors, among others, could cause actual results to differ materially from that expressed in such forward-looking statements:

·      that the Mergers may not ultimately close for any of a number of reasons, such as GPRE not obtaining shareholder approval or the VBV subsidiaries not obtaining member approval;

·      that GPRE will forego business opportunities while the Mergers are pending;

·      that prior to the closing of the Mergers, the businesses of GPRE, VBV or the VBV Subsidiaries may suffer due to uncertainty;

·      that, in the event the Mergers are completed, the combination of GPRE, VBV, and the VBV Subsidiaries may not result in a stronger company;

·      that the costs related to the Mergers will exceed the forecasted benefits;

·      the risk that the businesses of GPRE, VBV, and/or the VBV Subsidiaries, in connection with the Mergers will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected;

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·      the risk that expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame;

·      the risk that revenues following the merger may be lower than expected;

·      operating costs, revenue loss and business disruption following the Mergers, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected;

·      the inability to obtain governmental approvals of the Mergers on the proposed terms and schedule;

·      the risk that the strength of the United States economy in general and the ethanol industry specifically may be different than expected results;

·      GPRE and VBV have limited operating histories in the ethanol industry;

·      GPRE’s and VBV’s business success relies on relatively unproven management;

·      the VBV Subsidiary plants are still in their construction phases, may never become operational and when they become operational may never meet their anticipated capacities;

·      potential litigation;

·      technological changes;

·      the effect of corporate restructurings, acquisitions and/or dispositions, including, without limitation, the Mergers and GPRE’s merger with Great Lakes Cooperative which was consummated on April 3, 2008, and the actual restructuring and other expenses related thereto, and the failure to achieve the expected revenue growth and/or expense savings from such corporate restructurings, acquisitions and/or dispositions;

·      unanticipated regulatory or judicial proceedings or rulings;

·      the impact of changes in accounting principles;

·      the impact on GPRE and/or VBV’s businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts;

·      the impact of changes in state and federal energy, environmental, agricultural or trade policies, and

·      GPRE’s success at managing the risks involved in the foregoing.

You are cautioned not to place undue reliance on the forward-looking statements. The foregoing list of factors is not exclusive. Neither GPRE nor VBV undertakes any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in prospectus/proxy statement.

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THE SPECIAL MEETING OF GPRE SHAREHOLDERS

Date, Time and Place

This proxy statement/prospectus is being furnished to holders of GPRE common stock, in connection with the solicitation, by and on behalf of the Board of Directors of GPRE, of proxies to be used at the special meeting of shareholders to be held at              a.m., Central Time, on                           ,                                , 2008 at                                                                          and any adjournment or postponement thereof. This proxy statement/prospectus, the notice of special meeting of shareholders, and the accompanying proxy card are being first mailed to shareholders on or about                             , 2008.

GPRE’s principal executive offices are located at 105 North 31st Avenue, Suite 103, Omaha, Nebraska 68131.

Matters to be Voted On

At the special meeting the GPRE shareholders will be asked to consider and vote on:

(1)           a proposal to approve the issuance of an aggregate of 17,139,000 shares of GPRE common stock (including shares subject to options assumed) pursuant to the Mergers and the Stock Purchase;

(2)           a proposal to approve the amended and restated articles of incorporation of GPRE; and

(3)           a proposal to adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve either proposal 1 or proposal 2.

The Board of Directors recommends a vote FOR each of these proposals.

At the date hereof, management has no knowledge of any business that will be presented at the special meeting other than the matters discussed herein. If any other matter is properly presented at the special meeting, the persons named on the enclosed proxy card will vote in accordance with their best judgment on such matters.

Record Date, Outstanding Shares and Quorum

GPRE has fixed the close of business on                                    , 2008 as the record date for the determination of shareholders entitled to notice of and to vote at the special meeting and any adjournment or postponement thereof. There were                        shares of common stock issued and outstanding at the close of business on the record date. Holders of record of the common stock on the record date are entitled to cast one vote per share, exercisable in person or by properly executed proxy, with respect to each proposal to be considered at the special meeting.

The presence, in person or by properly executed proxy, at the special meeting of the holders of a majority of the issued and outstanding shares of common stock entitled to vote shall constitute a quorum. Because the proxy card states how the shares will be voted in the absence of instructions by the shareholder, executed proxies bearing no instructions by the shareholder will be counted as present for quorum purposes. Broker non-votes and abstentions will count for purposes of a quorum. If a quorum is not present, the GPRE shareholders entitled to vote at the special meeting, present in person or by proxy, will have the power to adjourn the meeting until a quorum is present.

Proxy Voting and Revocability of Proxies

Shares of common stock represented by the proxies received pursuant to this solicitation and not timely revoked, will be voted at the special meeting in accordance with the instructions indicated in properly executed proxies. If no instructions are indicated, such shares will be voted as recommended by the Board. If any other matters are properly presented to the special meeting for action, the person(s) named in the enclosed form(s) of proxy and acting thereunder will have discretion to vote on such matters in accordance with their best judgment.

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You can revoke your proxy or change your vote before your proxy is voted at the special meeting.  You can do this in one of four ways:

·      you can submit a signed notice of revocation to GPRE;

·      you can grant a new, valid proxy bearing a later date than your original proxy;

·      you can cast a new proxy vote over the Internet or by telephone;

·      if you are a holder of record, you can attend the special meeting of GPRE shareholders and vote in person, which will automatically cancel any proxy you have previously given, or you may revoke your proxy in person, however, your attendance alone will not be sufficient to revoke any proxy that you have previously given.