-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rw+jSubWZW1gaqYU5uORyLaZUnUwTjcvKYu5GmfM/t/JGtRyaGICbwWXv2IFBIS0 Ha8oL7QhQmxF9kDNk6GcOw== 0000899140-09-000159.txt : 20090122 0000899140-09-000159.hdr.sgml : 20090122 20090122175828 ACCESSION NUMBER: 0000899140-09-000159 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20081229 FILED AS OF DATE: 20090122 DATE AS OF CHANGE: 20090122 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BioFuel Energy Corp. CENTRAL INDEX KEY: 0001373670 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 205952523 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1801 BROADWAY, SUITE 1060 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-592-8110 MAIL ADDRESS: STREET 1: 1801 BROADWAY, SUITE 1060 CITY: DENVER STATE: CO ZIP: 80202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THIRD POINT PARTNERS LP CENTRAL INDEX KEY: 0001403112 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33530 FILM NUMBER: 09540005 BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE STREET 2: 18TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-7400 MAIL ADDRESS: STREET 1: 390 PARK AVENUE STREET 2: 18TH FL CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Third Point LLC CENTRAL INDEX KEY: 0001040273 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33530 FILM NUMBER: 09540006 BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Loeb Daniel S CENTRAL INDEX KEY: 0001300345 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33530 FILM NUMBER: 09540007 BUSINESS ADDRESS: BUSINESS PHONE: (212) 224-7400 MAIL ADDRESS: STREET 1: THIRD POINT MANAGEMENT COMPANY L.L.C. STREET 2: 360 MADISON AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THIRD POINT PARTNERS QUALIFIED L P CENTRAL INDEX KEY: 0001341499 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33530 FILM NUMBER: 09540008 BUSINESS ADDRESS: STREET 1: 390 PARK AVE 18TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-7400 MAIL ADDRESS: STREET 1: 390 PARK AVE 18TH FL CITY: NEW YORK STATE: NY ZIP: 10022 4 1 loeb_biof4-012209ex.xml X0303 4 2008-12-29 0 0001373670 BioFuel Energy Corp. BIOF 0001300345 Loeb Daniel S 390 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001040273 Third Point LLC 390 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001403112 THIRD POINT PARTNERS LP 390 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001341499 THIRD POINT PARTNERS QUALIFIED L P 390 PARK AVE 18TH FL NEW YORK NY 10022 0 0 1 0 Common Stock, par value $0.01 per share 2008-12-29 4 C 0 224484 A 224484 D Common Stock, par value $0.01 per share 2008-12-29 4 C 0 4328800 A 5578800 I See footnote Units 2008-12-29 4 C 0 224484 D Common Stock 224484 0 D Units 2008-12-29 4 C 0 4328800 D Common Stock 4328800 0 I See footnote See Exhibit 99.1. See Exhibit 99.1. Joint Filer Information: See Exhibits 99.2, 99.3, 99.4 Power of Attorney granted by Daniel S. Loeb in favor of James P. Gallagher, William Song, Joshua L. Targoff and Bruce Wilson, dated January 5, 2009, was previously filed with the SEC on January 5, 2009 as an exhibit to Amendment No. 3 to Schedule 13G filed by Third Point LLC, Daniel S. Loeb, Third Point Offshore Fund, Ltd., Third Point Offshore Master Fund, L.P., and Third Point Advisors II L.L.C. with respect to Energy XXI (Bermuda) Limited and is incorporated herein by reference. /s/ William Song, Attorney-in-Fact for Daniel S. Loeb 2009-01-22 /s/ William Song, Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point LLC 2009-01-22 /s/ William Song, Attorney-in-Fact for Daniel S. Loeb, Managing Member of Third Point Advisors LLC, general partner of Third Point Partners LP 2009-01-22 /s/ William Song, Attorney-in-Fact for Daniel S. Loeb, Managing Member of Third Point Advisors LLC, general partner of Third Point Partners Qualified LP 2009-01-22 EX-99 2 l4685795a.txt EXHIBIT 99.1 EXPLANATION OF RESPONSES Exhibit 99.1 EXPLANATION OF RESPONSES (1) Third Point LLC ("Third Point") is investment manager or adviser to a variety of hedge funds and managed accounts (the "Funds"). Mr. Loeb is the Chief Executive Officer of Third Point, and by reason of the provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities beneficially owned by the Funds. Third Point and Mr. Loeb hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. (2) As of December 29, 2008, each of Mr. Loeb and the Funds has exchanged all of their respective membership units of BioFuel Energy, LLC, a subsidiary of the Company (the "LLC Units"), and shares of Class B common stock of the Company held by each ("Class B" and, collectively with the LLC Units, the "Units") for newly-issued shares of Common Stock (on a one-for-one basis) pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of BioFuel Energy, LLC (the "LLC Agreement"). Under the terms of the LLC Agreement, no conversion or exercise price was paid in conjunction with the conversion of the Units into a like number of shares of Common Stock. EX-99 3 l4685795b.txt EXHIBIT 99.2 JOINT FILER INFO TP LLC Exhibit 99.2 Attachment to Form 4 JOINT FILER INFORMATION Name and Address: Third Point LLC 390 Park Avenue New York, NY 10022 Date of Event Requiring Statement: 12/29/2008 Issuer and Ticker Symbol: BioFuel Energy Corp. (BIOF) Relationship to Issuer: 10% Owner (1) Designated Filer: Daniel S. Loeb TABLE I INFORMATION Title of Security: Common Stock, par value $0.01 per share Transaction Date 12/29/2008 Transaction Code C Amount of Securities and Price 4,328,800 (2) Securities Acquired (A) or Disposed of (D) A Amount of Securities Beneficially Owned Following Reported Transactions 5,578,800 Ownership Form: I Nature of Indirect Beneficial Ownership: (1) TABLE II INFORMATION Title of Security: Units Transaction Date 12/29/2008 Transaction Code C Amount of Securities and Price 4,328,800 (2) Securities Acquired (A) or Disposed of (D) D Amount of Securities Beneficially Owned Following Reported Transactions 0 Ownership Form: I Nature of Indirect Beneficial Ownership: (1) EX-99 4 l4685795c.txt EXHIBIT 99.3 JOINT FILER INFO TP PARTNERS LP Exhibit 99.3 Attachment to Form 4 JOINT FILER INFORMATION Name and Address: Third Point Partners LP 390 Park Avenue New York, NY 10022 Date of Event Requiring Statement: 12/29/2008 Issuer and Ticker Symbol: BioFuel Energy Corp. (BIOF) Relationship to Issuer: 10% Owner Designated Filer: Daniel S. Loeb TABLE I INFORMATION Title of Security: Common Stock, par value $0.01 per share Transaction Date 12/29/2008 Transaction Code C Amount of Securities and Price 2,690,782 (2) Securities Acquired (A) or Disposed of (D) A Amount of Securities Beneficially Owned Following Reported Transactions 2,867,782 Ownership Form: D Nature of Indirect Beneficial Ownership: TABLE II INFORMATION Title of Security: Units Transaction Date 12/29/2008 Transaction Code C Amount of Securities and Price 2,690,782 (2) Securities Acquired (A) or Disposed of (D) D Amount of Securities Beneficially Owned Following Reported Transactions 0 Ownership Form: D Nature of Indirect Beneficial Ownership: EX-99 5 l4685795d.txt EXHIBIT 99.4 JOINT FILER INFO TP PARTNERS QUALIFIED LP Exhibit 99.4 Attachment to Form 4 JOINT FILER INFORMATION Name and Address: Third Point Partners Qualified LP 390 Park Avenue New York, NY 10022 Date of Event Requiring Statement: 12/29/2008 Issuer and Ticker Symbol: BioFuel Energy Corp. (BIOF) Relationship to Issuer: 10% Owner Designated Filer: Daniel S. Loeb TABLE I INFORMATION Title of Security: Common Stock, par value $0.01 per share Transaction Date 12/29/2008 Transaction Code C Amount of Securities and Price 1,638,018 (2) Securities Acquired (A) or Disposed of (D) A Amount of Securities Beneficially Owned Following Reported Transactions 1,808,018 Ownership Form: D Nature of Indirect Beneficial Ownership: TABLE II INFORMATION Title of Security: Units Transaction Date 12/29/2008 Transaction Code C Amount of Securities and Price 1,638,018 (2) Securities Acquired (A) or Disposed of (D) D Amount of Securities Beneficially Owned Following Reported Transactions 0 Ownership Form: D Nature of Indirect Beneficial Ownership: -----END PRIVACY-ENHANCED MESSAGE-----