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. 8) *
 

 
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
Attn: 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 28, 2014
(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. 
 
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
Names of Reporting Persons.
 
Greenlight Capital, Inc.
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Source of Funds (See Instructions):
 
AF, WC, OO
 
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
6
Citizenship or Place of Organization.
 
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7           Sole Voting Power
 
0
 
8           Shared Voting Power
 
1,783,538
 
9            Sole Dispositive Power
 
0
 
10           Shared Dispositive Power
 
1,783,538
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,783,538
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
Percent of Class Represented by Amount in Row (11)
 
29.0%
 
14
Type of Reporting Person (See Instructions)
 
CO
 
 
 
 
 
1
Names of Reporting Persons.
 
DME Advisors GP, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Source of Funds (See Instructions):
 
AF, WC, OO
 
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
6
Citizenship or Place of Organization.
 
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7           Sole Voting Power
 
0
 
8           Shared Voting Power
 
425,242
 
9            Sole Dispositive Power
 
0
 
10           Shared Dispositive Power
 
425,242
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
425,242
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
Percent of Class Represented by Amount in Row (11)
 
7.7%
 
14
Type of Reporting Person (See Instructions)
 
OO
 
 
 
 
 
1
Names of Reporting Persons.
 
DME Advisors, L.P.
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Source of Funds (See Instructions):
 
AF, WC, OO
 
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
6
Citizenship or Place of Organization.
 
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7           Sole Voting Power
 
0
 
8           Shared Voting Power
 
265,748
 
9            Sole Dispositive Power
 
0
 
10           Shared Dispositive Power
 
265,748
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
265,748
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
Percent of Class Represented by Amount in Row (11)
 
4.9%
 
14
Type of Reporting Person (See Instructions)
 
PN

 
 
 
1
Names of Reporting Persons.
 
DME Capital Management, LP
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Source of Funds (See Instructions):
 
AF, WC, OO
 
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
6
Citizenship or Place of Organization.
 
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7           Sole Voting Power
 
0
 
8           Shared Voting Power
 
   159,494
 
9            Sole Dispositive Power
 
0
 
10           Shared Dispositive Power
 
   159,494
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
159,494
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
Percent of Class Represented by Amount in Row (11)
 
2.9%
 
14
Type of Reporting Person (See Instructions)
 
PN
 
 
 

1
Names of Reporting Persons.
 
David Einhorn
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Source of Funds (See Instructions):
 
AF, WC, OO
 
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
6
Citizenship or Place of Organization.
 
USA
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7           Sole Voting Power
 
3,250
 
8           Shared Voting Power
 
2,208,780
 
9            Sole Dispositive Power
 
3,250
 
10           Shared Dispositive Power
 
2,208,780
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,212,030
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
Percent of Class Represented by Amount in Row (11)
 
35.5%
 
14
Type of Reporting Person (See Instructions)
 
IN
 
 
 
 
 
AMENDMENT NO. 8 TO SCHEDULE 13D
 
This Amendment No. 8 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, Amendment No. 5 filed with the Commission on February 8, 2011, Amendment No. 6 filed with the Commission on April 8, 2011, and Amendment No. 7 filed with the Commission on September 6, 2012.

This Amendment is being filed on behalf of Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), 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”), DME Capital Management, LP, a Delaware limited partnership of which Advisors GP is the general partner (“DME CM”), and Mr. David Einhorn (the “Principal” and, together with Greenlight Inc., Advisors GP, Advisors and DME CM, the “Reporting Persons”). Mr. Einhorn is the principal of each of Greenlight Inc., Advisors GP, Advisors and DME CM.  Mr. Einhorn is also a Director of the Issuer.

As a result of certain revisions to investment management arrangements, Greenlight Capital, L.L.C.,  Greenlight Capital, L.P., Greenlight Capital Qualified, L.P. and Greenlight Capital Offshore Partners are no longer deemed to beneficially own any Common Stock of the Issuer.

Greenlight Inc. acts as investment manager for Greenlight Capital, L.P., a Delaware limited partnership, Greenlight Capital Qualified, L.P., a Delaware limited partnership, and Greenlight Capital Offshore Partners, a British Virgin Islands partnership.  Advisors acts as the investment manager for a managed account.  DME CM acts as the investment manager for Greenlight Capital Offshore Master (Gold), Ltd., a British Virgin Islands company, and for Greenlight Capital (Gold), LP, a Delaware limited partnership.

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.

This Amendment is being filed to amend Items 4 and 7 as follows:

Item 4.
Purpose of Transaction

Item 4 is hereby amended to add the following information:

On March 28, 2014, Greenlight Inc. and James R. Brickman delivered to the Board of Directors of the Issuer a Preliminary Non-Binding Proposal letter, a copy of which is attached hereto as Exhibit 99.1 and the contents of which are incorporated herein.

Item 7.
Material to Be Filed as Exhibits

Item 7 is hereby amended to add the following exhibit:

Exhibit 99.1
Preliminary Non-Binding Proposal letter, dated March 28, 2014, from Greenlight Inc. and James R. Brickman to the Board of Directors of the Issuer.

Exhibit 99.2
Joint Filing Agreement, executed by and among the Reporting Persons with respect to the shares of Common Stock of the Issuer.
 
 
 
 

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:              March 28, 2014
 

 
GREENLIGHT CAPITAL, INC.
   
 
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
   
   
 
DME CAPITAL MANAGEMENT, LP
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
/s/ DANIEL ROITMAN**
 
Daniel Roitman, on behalf of David Einhorn
 
** 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.

Preliminary Non-Binding Proposal

March 28, 2014

The Board of Directors
BioFuel Energy Corp.
1600 Broadway, Suite 2200
Denver, Colorado 80202

Dear Sirs and Madams:

Greenlight and Brickman (each as defined below) are pleased to submit this preliminary non-binding proposal for a possible transaction (the “ Transaction ”) with BioFuel Energy Corp. (the “ Company ).  We believe that this proposal provides an opportunity for the Company and its stockholders to acquire an interest in a business with long term equity potential and an attractive portfolio of assets.  The terms of the proposed Transaction are described below.

1.   The Parties .  The parties to the Transaction would be the Company and:

 
(a)
Greenlight :  One or more funds and managed accounts managed by Greenlight Capital, Inc. and its affiliates (collectively, such funds and managed accounts are referred to herein as “ Greenlight ”).

 
(b)
JBGL :  JBGL Capital, LP, a Delaware limited partnership, JBGL Builder Finance, LLC, a Delaware limited liability company, and their direct and indirect subsidiaries (collectively, “ JBGL ”).  JBGL is currently owned and controlled by Greenlight and Brickman.  JBGL is a series of real estate entities involved in the purchase and development of land for residential purposes, construction lending and home building operations.

 
(c)
Brickman Parties :  Jim Brickman (“ Brickman ”), together with certain trusts and family members of Brickman (the “ Brickman Parties ”).

2.   The Transaction .  One or more newly-formed, wholly-owned subsidiaries of the Company will acquire all of the equity interests of JBGL (the “ Acquisition ”).

3.   Purchase Price .  $275 million, payable in cash and shares of common stock (the “ Common Stock ”) of the Company at closing (the “ Purchase Price ”).  The Purchase Price, and working capital for the Company and its subsidiaries following closing, would be funded through a combination of (a) a new debt financing described below, (b) a rights offering to purchase Common Stock described below, (c) the issuance of Common Stock to Greenlight and the Brickman Parties described below, and (d) the Company’s cash on hand.

4.   The Debt Financing .  Immediately prior to the Acquisition, the Company and/or one of its subsidiaries will borrow (the “ Debt Financing ”) from a new term loan made available by Greenlight and the Brickman Parties.  The Debt Financing will have the following terms:

 
(a)
Principal Amount :  Approximately $150 million.
 
 
(b)
Interest Rate :  10% fixed per annum, payable in cash on a quarterly basis; provided that the Company shall have the right to defer the payment of up to one year’s cash interest on the loan until maturity, at which time all accrued and unpaid interest will be due and payable.

 
(c)
Maturity :  The fifth anniversary of the closing date.

 
(d)
Prepayment :  The Debt Financing may be prepaid at any time (i) with a 1% prepayment fee if prepaid in the first two years, and (ii) with no prepayment fee if prepaid thereafter.

 
(e)
Security :  Subject to certain exceptions, the Debt Financing will, to the extent possible, be secured by all assets of the Company, and all assets and equity interests in JBGL on a first priority basis.

5.   The Rights Offering .  Prior to and contingent upon the closing of the Acquisition, the Company will conduct a rights offering for shares of its Common Stock (the “ Rights Offering ”) to raise at least $70 million.  Each right will permit the holder thereof to purchase shares of Common Stock for a price per share equal to 80% of the average closing price per share of the Common Stock for the 10 trading days immediately following the date of filing of the Registration Statement relating to the Rights Offering (the “ Filing Date ”); provided, that in no event will the price per share of Common Stock be greater than $5.00 per share, or less than $1.50 per share.  Subject to certain limitations, the Rights Offering will be backstopped by certain investors determined by Greenlight.

6.   The Equity Issuance .  Immediately following the consummation of the Rights Offering, as part of the Acquisition, the Company will issue shares of Common Stock to Greenlight and the Brickman Parties, as partial consideration for the sale of Greenlight’s and the Brickman Parties’ interests in JBGL to the Company (the “ Equity Issuance ”).  Pursuant to the Equity Issuance, the Company will issue a number of shares of Common Stock such that immediately after the Rights Offering and the Equity Issuance (a) Greenlight will own 49.9% of the outstanding Common Stock, and (b) the Brickman Parties will own 8.4% of the outstanding Common Stock.  The shares of Common Stock issued in the Equity Issuance will be valued at a price per share equal to the weighted average price per share of the Common Stock immediately following the Rights Offering and the balance of the Purchase Price shall be paid in cash.

7.   Management of the Company .   After the Acquisition, the Board of Directors of the Company will consist of (a) David Einhorn, (b) Brickman, and (c) other members (including independent members) to be agreed.  After the Acquisition, Brickman will be the CEO of the Company.

8.   Process .  It is our expectation that the Board of Directors of the Company will appoint a special committee of independent directors to consider this proposal and to make a recommendation to the Board of Directors with respect to the Transaction.  We will not move forward with the Transaction unless it is approved by such a committee.  In addition, the Transaction will be subject to a non-waivable condition requiring the approval of a majority of the shares of the Common Stock not owned by Greenlight and its affiliates.

9.   Conditions .  In the event that Greenlight, the Brickman Parties and JBGL shall decide to go forward with a potential Transaction, such a Transaction shall be subject to the following conditions:

 
(a)
completion of due diligence on the Company with results satisfactory to Greenlight and Brickman in their sole and absolute discretion;

 
(b)
Greenlight and Brickman shall have approved the Transaction;

 
(c)
a special committee of independent directors of the Company shall have (i) approved the Transaction, including, without limitation, the Debt Financing, the Rights Offering, the Equity Issuance and the Acquisition, and (ii) taken all necessary action so that neither the execution and delivery of the Definitive Agreements nor the consummation of the Transaction, including, without limitation, the conversion of  Greenlight’s limited liability company interests in Biofuel Energy, LLC and shares of Class B common stock into shares of the Company’s common stock, will cause the rights granted under the Company’s Rights Plan to become exercisable or cause any other triggering event under the Company’s Rights Plan;

 
(d)
the Company’s stockholders (including approval of a majority of the shares of the Common Stock not owned by Greenlight and its affiliates) shall have approved the Transaction and the various elements thereof as required under Delaware law and applicable NASDAQ rules;

 
(e)
all options outstanding under the Company’s option plan shall have been cancelled;

 
(f)
execution of an employment agreement by the Company and Brickman on terms satisfactory to Greenlight and Brickman;

 
(g)
execution and delivery of mutually acceptable Definitive Agreements (as defined below) for the Transaction, containing, among other things, the provisions set forth in this proposal, customary registration rights with respect to the shares of Common Stock issued to the backstop parties in the Rights Offering and pursuant to the Equity Issuance and representations, warranties, covenants and conditions which are customary and appropriate for transactions of this nature;

 
(h)
receipt of all required governmental approvals and third party consents (including consent from JBGL’s current lenders) required to consummate the Transactions; and

 
(i)
all other documents, instruments and agreements required to consummate a Transaction shall be satisfactory in all respects to Greenlight and Brickman and their counsel.

 
 
 
 
10.   Non-Binding Proposal .  This proposal is for discussion purposes only and is not an offer, a binding commitment or agreement of any kind on the part of Greenlight, the Brickman Parties, JBGL or any of their affiliates and should not be relied upon as such.  A binding agreement with respect to a Transaction will result only from the execution and delivery of definitive documentation (“ Definitive Agreements ”) by the Company, Greenlight, the Brickman Parties and JBGL.  None of Greenlight, the Brickman Parties, JBGL nor any of their affiliates shall have any obligation to consummate any Transaction or any other transaction.  This proposal does not contain all matters upon which agreement must be reached in order for Definitive Agreements to be entered into and a Transaction to be consummated.

11.   Confidentiality .  Greenlight will, as required by law, promptly make an amendment to its existing Schedule 13D filing to disclose this letter.  However, we are sure you will agree with us that it is in all of our interests to ensure that we proceed in a confidential manner, unless otherwise required by law, until we have executed Definitive Agreements or terminated our discussions.

In closing, we would like to express our commitment to working together to bring a Transaction to a successful and timely conclusion.  Should you have   any questions regarding this proposal, please do not hesitate to contact us.  We look forward to hearing from you and working with you to complete the Transaction as expeditiously as possible.

Sincerely,
   
 
GREENLIGHT CAPITAL, INC.
   
 
By: /s/ David Einhorn
 
David Einhorn
 
President
   
   
 
/s/ James R. Brickman
 
JAMES R. BRICKMAN, on behalf of himself
 
And the other Brickman Parties
   
   
 

Exhibit 99.2
 
JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of March 28, 2014, is by and among Greenlight Capital, Inc., DME Advisors GP, L.L.C., DME Advisors, L.P., DME Capital Management, LP, and David Einhorn (collectively, the "Filers").
 
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to shares of Common Stock, par value $0.01 per share, of BioFuel Energy Corp. beneficially owned by them from time to time.
 
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
 
This Joint Filing Agreement may be terminated by any of the Filers upon one week's prior written notice (or such lesser period of notice as the Filers may mutually agree) to the other party.
 
Executed and delivered as of the date first above written.

 
GREENLIGHT CAPITAL, INC.
   
 
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
   
   
 
DME CAPITAL MANAGEMENT, LP
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
/s/ DANIEL ROITMAN**
 
Daniel Roitman, on behalf of David Einhorn