greenlight_13dbiofuel.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
BIOFUEL ENERGY CORP.
(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
(Title of Class of Securities)
09064Y109
(CUSIP Number)
Greenlight Capital, L.L.C.
140 East 45th Street, Floor 24
New York, New York 10017
Tel. No.: (212) 973-1900
Attention: Chief Operating Officer
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- with copies to -
Barry N. Hurwitz
Bingham McCutchen LLP
One Federal Street
Boston, MA 02110
(617) 951-8000
March 29, 2011
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1
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Names of Reporting Persons.
Greenlight Capital, L.L.C.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF, WC, OO
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
16,100,128
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
16,100,128
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,100,128
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
13.7%
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14
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Type of Reporting Person (See Instructions)
OO
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1
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Names of Reporting Persons.
Greenlight Capital, Inc.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF, WC, OO
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
34,948,474
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
34,948,474
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
34,948,474
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
29.7%
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14
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Type of Reporting Person (See Instructions)
CO
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1
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Names of Reporting Persons.
Greenlight Capital, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
WC, OO
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
3,335,619
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
3,335,619
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,335,619
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
3.1%
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14
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Type of Reporting Person (See Instructions)
PN
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1
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Names of Reporting Persons.
Greenlight Capital Qualified, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
WC, OO
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
12,764,509
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
12,764,509
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,764,509
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
11.1%
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14
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Type of Reporting Person (See Instructions)
PN
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1
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Names of Reporting Persons.
Greenlight Capital Offshore Partners
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
WC, OO
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
British Virgin Islands
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
18,848,346
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
18,848,346
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
18,848,346
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
18.2%
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14
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Type of Reporting Person (See Instructions)
PN
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1
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Names of Reporting Persons.
DME Advisors GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF, WC, OO
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
7,839,530
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
7,839,530
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,839,530
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
7.4%
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14
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Type of Reporting Person (See Instructions)
OO
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1
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Names of Reporting Persons.
DME Advisors, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF, WC, OO
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
5,224,887
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
5,224,887
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,224,887
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
5.0%
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14
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Type of Reporting Person (See Instructions)
PN
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1
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Names of Reporting Persons.
David Einhorn
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF, WC, OO
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
USA
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
60,000
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8 Shared Voting Power
42,788,004
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9 Sole Dispositive Power
60,000
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10 Shared Dispositive Power
42,788,004
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
42,848,004
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
35.9%
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14
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Type of Reporting Person (See Instructions)
IN
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AMENDMENT NO. 6 TO SCHEDULE 13D
This Amendment No. 6 to Schedule 13D (the “Amendment”), relating to shares of common stock, par value $0.01 per share (“Common Stock”), of BioFuel Energy Corp., a Delaware corporation (the “Issuer”), 1600 Broadway, Suite 2200, Denver, CO 80202, amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on June 26, 2007, as amended by Amendment No. 1 filed with the Commission on May 4, 2010, Amendment No. 2 filed with the Commission on September 27, 2010, Amendment No. 3 filed with the Commission on September 27, 2010, Amendment No. 4 filed with the Commission on December 17, 2010 and Amendment No. 5 filed with the Commission on February 8, 2011.
This Amendment is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), Greenlight Capital, L.P., a Delaware limited partnership (“Greenlight Fund”), of which Greenlight LLC is the general partner and for which Greenlight Inc. acts as investment manager, Greenlight Capital Qualified, L.P., a Delaware limited partnership (“Greenlight Qualified”), of which Greenlight LLC is the general partner and for which Greenlight Inc. acts as investment manager, Greenlight Capital Offshore Partners, a British Virgin Islands partnership (“Greenlight Offshore”), for which Greenlight Inc. acts as investment manager, DME Advisors GP, LLC, a Delaware limited liability company (“Advisors GP”), DME Advisors, L.P., a Delaware limited partnership of which Advisors GP is the general partner (“Advisors”), and Mr. David Einhorn (the “Principal” and, together with Greenlight LLC, Greenlight Inc., Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Advisors GP and Advisors, the “Reporting Persons”). Mr. Einhorn is the principal of each of Greenlight LLC, Greenlight Inc., Advisors GP and Advisors. Mr. Einhorn is also a Director of the Issuer.
In addition, Advisors GP is the general partner of DME Capital Management, LP, a Delaware limited partnership (“DME CM”). Advisors acts as the investment manager for a managed account (the “Managed Account”). DME CM acts as the investment manager for Greenlight Capital Offshore Master (Gold), Ltd., a British Virgin Islands company (“Greenlight Gold Offshore”). DME Management GP, LLC, a Delaware limited liability company controlled by the Principal (“DME Management GP”), is the general partner of Greenlight Capital (Gold), L.P., a Delaware limited partnership (“Greenlight Gold”).
Certain of the Reporting Persons also own membership interests (the “Common Membership Interests”) in BioFuel Energy LLC, a subsidiary of the Issuer (the “LLC”), and corresponding shares of Class B Common Stock, par value $0.01 per share, of the Issuer (“Class B Common Stock”) on a one-for-one basis. Pursuant to the amended and restated limited liability company agreement of the LLC, the Common Membership Interests may be exchanged at any time for shares of Common Stock on a one-for-one basis. Upon the exchange of Common Membership Interests for Common Stock, the Class B Common Stock attributable to the exchanged Common Membership Interests will be transferred to the Issuer and retired. Holders of Class B Common Stock are entitled to one vote for each share held.
The Reporting Persons have not purchased or sold any shares of the Issuer's securities since the Schedule 13D was last amended. The Amendment is being filed to report a change in the percentage of shares beneficially owned by the Reporting Persons as a result of a change in the number of outstanding shares of the Issuer's Common Stock (as described further in Item 5 below).
This Amendment is being filed to amend Item 5 as follows:
Item 5. Interest in Securities of the Issuer
The Issuer’s Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the Commission on March 29, 2011 (the “10-K”), reports that on February 2, 2011, the Issuer’s stockholders approved an increase in the number of authorized shares of the Issuer’s Common Stock, which resulted in the automatic conversion of shares of the Issuer’s Preferred Stock into shares of the Issuer’s Common Stock, thereby increasing the number of shares of the Issuer’s Common Stock outstanding. As a result, the percentage of the outstanding shares the Issuer’s Common Stock beneficially owned by the Reporting Persons has changed. (All calculations of beneficial ownership contained herein are based on there being 103,736,236 shares of the Issuer’s Common Stock outstanding as of March 22, 2011, as reported in the 10-K.)
The information in Item 5 of the Schedule 13D is hereby amended as follows:
(a) (i) Greenlight LLC beneficially owns 16,100,128 shares of Common Stock (which equals the sum of (x) 2,022,104 shares of Common Stock and (y) 14,078,024 shares of Class B Common Stock (and corresponding Common Membership Interests)), which together represent 13.7% of the Issuer’s outstanding shares of Common Stock, assuming the conversion of all such Common Membership Interests beneficially owned by Greenlight LLC. Such securities beneficially owned by Greenlight LLC are held by Greenlight Fund (336,970 shares of Common Stock and 2,998,649 shares of Class B Common Stock (and corresponding Common Membership Interests)) and Greenlight Qualified (1,685,134 shares of Common Stock and 11,079,375 shares of Class B Common Stock (and corresponding Common Membership Interests)), which represent 3.1% and 11.1%, respectively, of the Issuer’s outstanding shares of Common Stock, assuming the conversion of all the Common Membership Interests beneficially owned by Greenlight Fund and Greenlight Qualified, as applicable.
(ii) Greenlight Inc. beneficially owns 34,948,474 shares of Common Stock, which include the securities beneficially owned by Greenlight Fund and Greenlight Qualified reported above and the shares of Common Stock beneficially owned by Greenlight Offshore, which together represent 29.7% of the Issuer’s outstanding shares of Common Stock, assuming the conversion of all Common Membership Interests beneficially owned by Greenlight Fund and Greenlight Qualified. The 18,848,346 shares of Common Stock held by Greenlight Offshore represent 18.2% of the Issuer's outstanding shares of Common Stock.
(iii) Advisors GP beneficially owns 7,839,530 shares of Common Stock, 5,224,887 of which are also beneficially owned by Advisors and 2,614,643 of which are also beneficially owned by DME CM. Such shares of Common Stock represent 7.4% of the Issuer’s outstanding shares of Common Stock, assuming the conversion of all Common Membership Interests beneficially owned by Greenlight Gold. The shares of Common Stock beneficially owned by Advisors are held by the Managed Account, and represent 5.0% of the Issuer’s outstanding shares of Common Stock. The shares of Common Stock beneficially owned by DME CM are held by Greenlight Gold and Greenlight Gold Offshore (of which (x) Greenlight Gold beneficially owns 216,393 shares of Common Stock and 1,541,101 shares of Class B Common Stock (and corresponding Common Membership Interests), representing 1.7% of the Issuer's outstanding shares of Common Stock, assuming the conversion of all of the Common Membership Interests beneficially owned by Greenlight Gold, and (y) Greenlight Gold Offshore beneficially owns 857,149 shares of Common Stock, representing 0.8% of the Issuer's outstanding shares of Common Stock), and together represent 2.5% of the Issuer’s outstanding shares of Common Stock.
(iv) DME Management GP beneficially owns 1,757,494 shares of Common Stock (which equals the sum of (x) 216,393 shares of Common Stock and (y) 1,541,101 shares of Class B Common Stock (and corresponding Common Membership Interests)), which together represent 1.7% of the Issuer’s outstanding shares of Common Stock, assuming the conversion of all such Common Membership Interests beneficially owned by DME Management GP. All of such securities beneficially owned by DME Management GP are held by Greenlight Gold.
(v) The Principal beneficially owns 42,848,004 shares of Common Stock (which equals the sum of (x) 27,208,879 shares of Common Stock, (y) 15,619,125 shares of Class B Common Stock (and corresponding Common Membership Interests) and (z) options to purchase up to 20,000 shares of Common Stock), which together represent 35.9% of the Issuer’s outstanding shares of Common Stock, assuming the conversion of all such Common Membership Interests and exercise of all such options beneficially owned by the Principal. Such securities include the shares reported above, which are beneficially owned by Greenlight LLC, Greenlight Inc., Advisors GP, Advisors, DME CM and DME Management GP, and held by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, the Managed Account, Greenlight Gold Offshore and Greenlight Gold.
Each of the percentages listed above was determined by dividing the relevant number of shares of Common Stock beneficially owned or held, as applicable, by each of the Reporting Persons, by 103,736,236, the number of shares of the Issuer’s Common Stock outstanding as of March 22, 2011, as reported in the 10-K, increased as applicable for each Reporting Person to reflect the assumed conversion of all Common Membership Interests and exercise of all options to purchase shares of Common Stock beneficially owned by such Reporting Person, if any.
Pursuant to Rule 13d-4, each of the Reporting Persons disclaims such beneficial ownership except to the extent of its respective pecuniary interests therein. The filing of this statement on Schedule 13D shall not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the shares of Common Stock or Class B Common Stock owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, the Managed Account, Greenlight Gold or Greenlight Gold Offshore.
(b) Greenlight LLC has the power to vote and dispose of 16,100,128 shares of Common Stock beneficially owned by it. Greenlight Inc. has the power to vote and dispose of 34,948,474 shares of Common Stock beneficially owned by it. Greenlight Fund has the power to vote and dispose of 3,335,619 shares of Common Stock held by it. Greenlight Qualified has the power to vote and dispose of 12,764,509 shares of Common Stock held by it. Greenlight Offshore has the power to vote and dispose of 18,848,346 shares of Common Stock held by it. Advisors GP has the power to vote and dispose of 7,839,530 shares of Common Stock beneficially owned by it. Advisors has the power to vote and dispose of 5,224,887 shares of Common Stock beneficially owned by it. The Principal may direct the vote and disposition of 60,000 shares of Common Stock held directly by the Principal and 42,788,004 shares of Common Stock beneficially owned by the other Reporting Persons.
(c) The only transaction in the Issuer’s securities in the last sixty days by any of the Reporting Persons (directly or through accounts over which the Reporting Persons may exercise voting and/or investment discretion) was the receipt by the Principal on March 15, 2011 of a grant of 25,000 restricted shares of the Issuer’s Common Stock, pursuant to the Issuer's 2007 Equity Incentive Compensation Plan, for service as a director of the Issuer. Such shares vest one year after the date of grant thereof.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 8, 2011
Greenlight Capital, L.L.C.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
Greenlight Capital, Inc.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
Greenlight Capital, L.P.
By: Greenlight Capital, L.L.C.,
its General Partner
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
Greenlight Capital Qualified, L.P.
By: Greenlight Capital, L.L.C.,
its General Partner
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
Greenlight Capital Offshore Partners
By: Greenlight Capital, Inc.,
its Investment Manager
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME Advisors GP, L.L.C.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME Advisors, L.P.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
/s/DANIEL ROITMAN**
Daniel Roitman, on behalf of David Einhorn
* The Joint Filing Agreement, executed by and among the Reporting Persons, and filed as an exhibit to that Schedule 13D filed with the Securities and Exchange Commission on June 26, 2007 by the Reporting Persons with respect to the shares of Common Stock of BioFuel Energy Corp., is hereby incorporated by reference.
** The Power of Attorney, executed by David Einhorn authorizing Harry Brandler and Daniel Roitman to sign and file this Schedule 13G on David Einhorn’s behalf, which was filed with a Schedule 13G filed with the Securities and Exchange Commission on July 18, 2005 by the Reporting Persons with respect to the Ordinary Shares of Flamel Technologies S.A., is hereby incorporated by reference.