UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Check the appropriate box:

BIOFUEL ENERGY CORP.

(Name of Registrant as Specified in Its Charter)

 

Payment of Filing Fee (Check the appropriate box):

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BIOFUEL ENERGY CORP.
1600 Broadway, Suite 1740
Denver, Colorado 80202

September 18, 2014

Dear Stockholders,

On behalf of the Board of Directors, it is my pleasure to invite you to attend BioFuel Energy Corp.’s 2014 Annual Meeting of Stockholders. The Annual Meeting will be held in our executive offices located at 1600 Broadway, Suite 1740, Denver, Colorado on October 17, 2014 at 10 a.m. local time. The matters to be addressed at the Annual Meeting are described in the proxy statement accompanying this invitation, electronic copies of which are also available at www.proxyvote.com.

At the Annual Meeting, stockholders will vote on a number of important matters, one of which will be a proposal to approve a Transaction Agreement, dated as of June 10, 2014 (the “Transaction Agreement”), by and among BioFuel Energy Corp. (the “Company”), certain affiliates of Greenlight Capital, Inc. and Brickman Member Joint Venture (collectively, the “Sellers”) and JBGL Builder Finance LLC and certain subsidiaries of JBGL Capital, LP (collectively, “JBGL”), pursuant to which the Company will acquire, directly or indirectly, all of the equity interests in JBGL from the Sellers for $275 million, payable in cash and shares of the Company’s common stock, par value $0.01 per share (“Common Stock”). The cash portion of the purchase price will be funded from the proceeds of a $70 million rights offering to be conducted by the Company (together with proceeds from purchases of shares of Common Stock by Greenlight Capital, Inc. and its affiliates (“Greenlight”), Third Point LLC and its affiliates and certain other backstop parties) and up to $150 million in debt financing provided to the Company by Greenlight.

As of September 15, 2014, Greenlight beneficially owned approximately 26.2% of our outstanding Common Stock and 100% of our outstanding class B common stock, par value $0.01 (“Class B Common Stock”), or 35.4% of our outstanding Common Stock and Class B Common Stock together. Additionally, as of September 15, 2014, Greenlight held 780,958 units of membership interests in our subsidiary BioFuel Energy, LLC, which, together with an equal number of shares of Class B Common Stock, are exchangeable for shares of Common Stock on a one-for-one basis. In addition, David Einhorn, president of Greenlight, is a director of the Company.

A special committee of independent directors (the “Special Committee”) of the Board was established to review and consider the terms and conditions of the Transaction Agreement and the proposed transactions (the “Transactions”) contemplated by the Transaction Agreement and the related transaction documents (together with the Transaction Agreement, the “Transaction Documents”). The Special Committee unanimously determined that the Transaction Documents (other than the Brickman Employment Agreement, which the Special Committee directed to the Board and the Compensation Committee of the Board) and the Transactions are fair to and in the best interests of the Company and its stockholders (other than Greenlight), declared the Transaction Documents (other than the Brickman Employment Agreement, which was unanimously approved by the Compensation Committee and the Board, other than Mr. Einhorn) and the Transactions to be advisable and recommended that the Board adopt the Transaction Agreement, approve the Transactions, submit the Transaction Agreement and the Transactions to a vote at a meeting of the stockholders of the Company and recommend that the stockholders of the Company vote their shares in favor of approving the Transaction Agreement and the Transactions. Based on the unanimous recommendation of the Special Committee, the Board unanimously (other than Mr. Einhorn, who abstained) adopted the Transaction Agreement and approved the Transactions, declared the Transaction Agreement and the Transactions to be advisable and in the best interests of the Company and its stockholders (other than Greenlight), directed that the adoption of the Transaction Agreement and the approval of the Transactions be submitted to a vote at a meeting of the stockholders of the Company and recommended that the stockholders of the Company vote for the adoption of the Transaction Agreement and the approval of the Transactions. If we do not consummate the Transactions on or prior to November 4, 2014, our Common Stock could be delisted from The Nasdaq Stock Market.

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The enclosed proxy statement describes the Transaction Documents and provides specific information concerning the Annual Meeting. In addition, you may obtain information about us from documents filed with the Securities and Exchange Commission. We urge you to, and you should, read the entire proxy statement carefully, including the annexes, as it sets forth the details of the Transaction Documents and other important information related to the Transactions.

Please take the time to read each of the proposals described in the proxy statement. Your vote is important. We urge you to vote your shares whether or not you plan to attend the Annual Meeting. Please sign and return your proxy card, or submit a proxy by telephone or the Internet prior to the meeting, so that your shares will be represented and voted at the meeting even if you cannot attend. You may revoke your proxy prior to or at the meeting and still vote in person if you so desire. If you have any questions or require assistance in voting your shares, please contact our proxy solicitor D.F. King & Co., Inc. at the address, phone numbers or email address set forth below:

D.F. King & Co., Inc.
48 Wall Street, 22^nd Floor
New York, NY 10022
Tel.: (212) 269-5550
Stockholders Call Toll-Free at: (800) 829-6551
Email: biof@dfking.com

We thank you for your continuing support of the Company.

		Sincerely yours,    Mark W. Wong Chairman of the Board

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Transactions, passed upon the merits or fairness of the Transactions or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

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BIOFUEL ENERGY CORP.
1600 Broadway, Suite 1740
Denver, Colorado 80202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 17, 2014

The 2014 Annual Meeting of Stockholders of BioFuel Energy Corp. (the “Annual Meeting”) will be held in our executive offices located at 1600 Broadway, Suite 1740, Denver, Colorado, at 10:00 a.m. local time on October 17, 2014, for the purpose of:

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The Board has fixed the close of business on September 15, 2014 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. Holders of both Common Stock and Class B Common Stock are entitled to vote together as a single class for all Proposals listed above other than in respect of Proposal 6, which additionally requires the vote of holders of Class B Common Stock voting separately as a class.

As of September 15, 2014, Greenlight beneficially owned approximately 26.2% of our outstanding Common Stock and 100% of our outstanding Class B Common Stock, or a total of 35.4% of our outstanding Common Stock and Class B Common Stock together. Additionally, as of September 15, 2014, it held 780,958 units of membership interests in BioFuel Energy, LLC, which, together with an equal number of shares of Class B Common Stock, are exchangeable for shares of the Common Stock on a one-for-one basis. In addition, David Einhorn, president of Greenlight, is a director of the Company.

A special committee of independent directors (the “Special Committee”) of the Board was established to review and consider the terms and conditions of the Transaction Agreement and the Transactions and other alternatives thereto. The Special Committee unanimously determined that the Transaction Documents (other than the Brickman Employment Agreement, which the Special Committee directed to the Board and the Compensation Committee of the Board) and the Transactions are fair to and in the best interests of the Company and its stockholders (other than Greenlight), declared the Transaction Documents (other than the Brickman Employment Agreement, which was unanimously approved by the Compensation Committee and the Board, other than Mr. Einhorn) and the Transactions to be advisable and recommended that the Board adopt the Transaction Agreement, approve the Transactions, submit the Transaction Agreement and the Transactions to a vote at a meeting of the stockholders of the Company and recommend that the stockholders of the Company vote their shares in favor of adopting the Transaction Agreement and approving the Transactions. Based on the unanimous recommendation of the Special Committee, the Board unanimously (other than Mr. Einhorn, who abstained) adopted the Transaction Agreement and approved the Transactions, declared the Transaction Agreement and the Transactions to be advisable and in the best interests of the Company and its stockholders (other than Greenlight), directed that the adoption of the Transaction Agreement and the approval of the Transactions be submitted to a vote at a meeting of the stockholders of the Company and recommended that the stockholders of the Company vote for the adoption of the Transaction Agreement and the approval of the Transactions. If we do not consummate the Transactions on or prior to November 4, 2014, our Common Stock could be delisted from The Nasdaq Stock Market.

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The Board, based on the unanimous recommendation of the Special Committee, recommends a vote “FOR” Proposals 1 through 7. The Board also recommends a vote “FOR” Proposals 8 through 11 and “FOR” Proposals 13 through 15 and a vote for the option of “ONE YEAR ” with respect to Proposal 12. Approval of Proposals 1 through 5 and Proposal 7 by the requisite stockholder vote is a condition to the consummation of the Transactions contemplated by the Transaction Agreement.

IF YOU ARE A HOLDER OF COMMON STOCK OR CLASS B COMMON STOCK, A PROXY CARD IS ENCLOSED. PLEASE SUBMIT YOUR PROXY PROMPTLY BY INTERNET, TELEPHONE OR BY MAIL AS DIRECTED ON THE PROXY CARD IN ORDER THAT YOUR SHARES MAY BE REPRESENTED AND VOTED AT THE ANNUAL MEETING. YOU MAY REVOKE ANY PREVIOUSLY SUBMITTED PROXY AT ANY TIME BEFORE IT IS VOTED BY SUBMITTING A LATER DATED PROXY CARD, BY SUBSEQUENTLY SUBMITTING ANOTHER PROXY VIA THE INTERNET OR TELEPHONE OR BY ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting to be held on October 17, 2014

The proxy statement, the Company’s most recent Annual Report on Form 10-K, as amended by Amendment No. 1 to the Company’s most recent Annual Report on Form 10-K/A, and the Company’s most recent Quarterly Report on Form 10-Q are available at www.proxyvote.com.

September 18, 2014

Mark L. Zoeller
Corporate Secretary

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		Page
FREQUENTLY USED TERMS			iii
SUMMARY TERM SHEET			1
QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS AND THE ANNUAL MEETING			9
FORWARD-LOOKING STATEMENTS			21
RISK FACTORS			22
INFORMATION ABOUT THE ANNUAL MEETING			38
THE PARTIES			45
HISTORICAL PER SHARE MARKET PRICE AND DIVIDEND DATA			46
SELECTED COMBINED AND CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF JBGL			47
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION			49
BUSINESS OF JBGL			56
JBGL MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			69
THE TRANSACTIONS			92
THE TRANSACTION AGREEMENT			110
THE VOTING AGREEMENT			123
FINANCING OF THE TRANSACTIONS			124
PROPOSAL 1 — ADOPTION OF THE TRANSACTION AGREEMENT AND APPROVAL OF THE TRANSACTIONS BY ALL STOCKHOLDERS ENTITLED TO VOTE			132
PROPOSAL 2 — ADOPTION OF THE TRANSACTION AGREEMENT AND APPROVAL OF THE TRANSACTIONS BY STOCKHOLDERS ENTITLED TO VOTE OTHER THAN GREENLIGHT			133
PROPOSAL 3 — ISSUANCE OF BIOFUEL COMMON STOCK IN THE TRANSACTIONS			134
PROPOSAL 4 — APPROVAL OF AMENDMENT OF THE CHARTER TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK			138
PROPOSAL 5 — APPROVAL OF AMENDMENT OF THE CHARTER TO CHANGE THE NAME OF THE COMPANY TO “GREEN BRICK PARTNERS, INC.”			140
PROPOSAL 6 — APPROVAL OF AMENDMENT OF THE CHARTER TO ELIMINATE REFERENCES TO LLC UNITS AND CLASS B COMMON STOCK			141
DESCRIPTION OF BIOFUEL ENERGY CORP. CAPITAL STOCK			143
PROPOSAL 7 — APPROVAL OF AMENDMENT OF THE CHARTER TO PRESERVE CERTAIN TAX BENEFITS			150
INTERESTS OF THE COMPANY’S DIRECTORS AND EXECUTIVE OFFICERS IN THE TRANSACTIONS			156
PROPOSAL 8 — ADVISORY VOTE ON GOLDEN PARACHUTE COMPENSATION			161
PROPOSAL 9 — APPROVAL OF 382 RIGHTS AGREEMENT			162
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			164
CORPORATE GOVERNANCE			166
PROPOSAL 10 — ELECTION OF DIRECTORS			171

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		Page
MANAGEMENT			175
EXECUTIVE COMPENSATION INFORMATION			177
PROPOSAL 11 — ADVISORY VOTE ON EXECUTIVE COMPENSATION			192
PROPOSAL 12 — ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION			193
PROPOSAL 13 — APPROVAL OF THE GREEN BRICK PARTNERS, INC. 2014 OMNIBUS EQUITY INCENTIVE PLAN			194
REPORT OF AUDIT COMMITTEE, FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND RELATED MATTERS			198
PROPOSAL 14 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			200
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			201
PROPOSAL 15 — ADJOURNMENT OF ANNUAL MEETING, IF NECESSARY			202
HOUSEHOLDING			203
WHERE YOU CAN FIND MORE INFORMATION			204
INDEX TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS			FP-1
Annex A Transaction Agreement, dated as of June 10, 2014			A-1
Annex B Voting Agreement, dated as of June 10, 2014			B-1
Annex C Opinion of Duff & Phelps, LLC			C-1
Annex D Amended and Restated Charter of BioFuel Energy Corp.			D-1
Annex E Section 382 Rights Agreement, dated as of March 27, 2014			E-1
Annex F Green Brick Partners, Inc. 2014 Omnibus Equity Incentive Plan			F-1

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FREQUENTLY USED TERMS

Unless stated otherwise or unless the context otherwise requires, all references in this proxy statement to “BioFuel,” the “Company,” “we,” “our,” “ours” and “us” are to BioFuel Energy Corp., a Delaware corporation, and its subsidiaries.

In this proxy statement:

“2007 Equity Plan” means the 2007 Equity Incentive Compensation Plan of the Company;

“382 Rights Agreement” means the Rights Agreement, dated as of March 27, 2014, as the same may be amended from time to time, between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent;

“Acquisition” means the acquisition by the Company, directly or indirectly, of all of the equity interests in JBGL as contemplated by the Transaction Agreement;

“Additional Equity Investment” means the agreement by Greenlight pursuant to the Greenlight Commitment Agreement to purchase, substantially simultaneously with the consummation of the Transactions, the same number of shares of Common Stock it would have purchased pursuant to the private rights offering had it exchanged all of its LLC Units for shares of Common Stock on or prior to the record date for the Rights Offering and exercised all of the basic subscription rights it received as a holder of such Common Stock pursuant to the private rights offering;

“Amended and Restated Charter” means the Charter as amended and restated by the Authorized Common Stock Amendment, the Name Change Amendment, the Dual Structure Amendment and the Section 382 Amendment;

“Annual Meeting” means the 2014 Annual Meeting of Stockholders of BioFuel Energy Corp. and any adjournments or postponements thereof;

“Authorized Common Stock Amendment” means the proposed amendment to the Charter to increase the number of shares of Common Stock authorized for issuance from 10,000,000 shares to 100,000,000 shares;

“Backstop Agreements” means the agreements entered into by the Company with each of the Backstop Parties;

“Backstop Commitments” means (i) the agreement of Third Point, subject to the terms and conditions set forth in the Third Point Commitment Agreement, to purchase, substantially simultaneously with the completion of the Rights Offering, all of the available shares of Common Stock not otherwise sold in the Rights Offering, up to the Third Point Ownership Threshold (as defined below) and (ii) the agreement of the Backstop Parties, subject to the terms and conditions of the Backstop Agreements, to severally purchase, substantially simultaneously with the completion of the Rights Offering, in the aggregate, all of the available shares of Common Stock not otherwise sold in the Rights Offering following the exercise of all holders’ basic subscription privileges and over-subscription privileges (other than the shares for which the Company has received a backstop commitment from Third Point as described in clause (i)).

“Backstop Parties” means each of the parties that have agreed to provide Backstop Commitments in respect of the Rights Offering pursuant to the Backstop Agreements;

“Board” means the board of directors of the Company;

“Brickman Employment Agreement” means the employment agreement to be entered into and effective as of the Closing between the Company and James R. Brickman in accordance with the term sheet set forth on Exhibit B to the Transaction Agreement;

“Brickman Parties” means the Brickman Member Joint Venture, James R. Brickman and his affiliates;

“Buyer Stockholder Approval” means the adoption of the Transaction Agreement and the approval of the Transactions by the Company’s stockholders (including an affirmative vote of holders of a majority of the shares of Common Stock and Class B Common Stock issued, present and voting at the Annual Meeting, as well as an affirmative vote of holders of a majority of the outstanding shares of Common Stock and Class B

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Common Stock excluding the shares of Common Stock and Class B Common Stock owned by Greenlight), and the approval of the Authorized Common Stock Amendment, the Name Change Amendment and the Section 382 Amendment by holders of a majority of the outstanding shares of Common Stock and Class B Common Stock;

“Bylaws” means the Amended and Restated Bylaws of the Company dated as of March 20, 2009;

“Charter” means the Company’s Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on February 2, 2011, as amended by the Certificate of Designations of Series A Non-Voting Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on February 3, 2011, the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on June 14, 2012, and the Certificate of Designation of Series B Junior Participating Preferred Stock, filed with the Secretary of State of the State of Delaware on March 27, 2014;

“Class B Common Stock” means the Company’s class B common stock, par value $0.01 per share;

“Closing” means the closing of the Acquisition;

“Closing Date” means the closing date of the Acquisition;

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended;

“Code” means the Internal Revenue Code of 1986, as amended;

“Common Stock” means the Company’s common stock, par value $0.01 per share;

“Debt Commitment Letter” means the commitment letter entered into by the Company and certain affiliates of Greenlight Capital, Inc. on June 10, 2014 in connection with the execution of the Transaction Agreement;

“DGCL” means the Delaware General Corporation Law, as amended;

“Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended;

“Dual Structure Amendment” means the proposed amendment to the Charter to eliminate Article V, Sections 4.03(b) and 4.06 of Article IV and all other provisions in the Charter relating to the LLC Units and the Class B Common Stock;

“Duff & Phelps” means Duff & Phelps Securities LLC and Duff & Phelps, LLC;

“End Date” means November 4, 2014;

“Equity Issuance” means the issuance of shares of Common Stock by the Company to the Sellers as a part of the consideration in the Acquisition such that, immediately after the Closing, after giving effect to the Rights Offering, the LLC Unit Exchange and the share purchases pursuant to the Greenlight Commitment Agreement, the Third Point Commitment Agreement and the Backstop Agreements, (i) Greenlight will own 49.9% of the outstanding Common Stock and (ii) the Brickman Parties will own 8.4% of the outstanding Common Stock;

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

“Greenlight” means Greenlight Capital, Inc. and its affiliates;

“Greenlight Commitment Agreement” means the commitment letter entered into by certain affiliates of Greenlight Capital, Inc. and the Company on July 15, 2014;

“JBGL” means JBGL Builder Finance LLC, JBGL Exchange, LLC, JBGL Willow Crest, LLC, JBGL Hawthorne, LLC, JBGL Inwood, LLC, JBGL Chateau, LLC, JBGL Castle Pines, LP, JBGL Castle Pines Management, LLC, JBGL Lakeside, LLC, JBGL Mustang, LLC and JBGL Kittyhawk, LLC;

“JBGL Proposal” means the preliminary nonbinding proposal received by the Company on March 28, 2014 from Greenlight and the Brickman Parties;

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“LLC” means BioFuel Energy, LLC;

“LLC Agreement” means the Third Amended and Restated Limited Liability Company Agreement of the LLC dated as of February 4, 2011;

“LLC Unit Exchange” means the agreement of Greenlight to exchange all of its LLC Units for shares of Common Stock on the Closing Date pursuant to the terms of the Voting Agreement, and the agreement of the Company to cause all other outstanding LLC Units, including those held by the Company’s management, to be exchanged for shares of Common Stock prior to Closing pursuant to the terms of the Transaction Agreement;

“LLC Units” means the units of membership interests in BioFuel Energy, LLC;

“Name Change Amendment” means the proposed amendment to the Charter to change the name of the Company to “Green Brick Partners, Inc.”;

“Nasdaq Stock Market” means The Nasdaq Stock Market LLC and its three market tiers, including The Nasdaq Capital Market. The Common Stock is currently listed on The Nasdaq Capital Market under the symbol “BIOF.”

“NOLs” means federal net operating loss carryforwards;

“Preferred Stock” means the Company’s Series B Junior Participating Preferred Stock, par value $0.01 per share;

“Purchase Price” means $275 million;

“Record Date” means the close of business on September 15, 2014;

“Registration Rights Agreements” means the registration rights agreements that the Company will enter into at the Closing with each of the Sellers, each of the Backstop Parties and Third Point, pursuant to which the Company may be required to register the sales of shares of the Common Stock held by the Sellers, the Backstop Parties and Third Point and certain of their transferees.

“Rights Offering” means a registered offering of rights to be conducted by the Company to the public holders of Common Stock, as of the record date for the Rights Offering, such date being September 15, 2014, to purchase additional shares of Common Stock to raise gross proceeds (together with the proceeds from share purchases pursuant to the Greenlight Commitment Agreement, the Third Point Commitment Agreement and the Backstop Agreements) of approximately $70 million;

“Rights Offering Registration Statement” means the registration statement on Form S-1 (Reg. No. 333-197446) relating to the Rights Offering;

“SEC” means the U.S. Securities and Exchange Commission;

“Section 382 Amendment” means the proposed amendment to the Charter to add a new Article V to the Charter to impose restrictions on transfers and ownership of our Common Stock in order to preserve our NOLs and other tax benefits;

“Securities Act” means the Securities Act of 1933, as amended;

“Sellers” means certain affiliates of Greenlight Capital, Inc. and Brickman Member Joint Venture, as set forth on Schedule II to the Transaction Agreement;

“Special Committee” means the special committee of independent directors of the Board established to consider the JBGL Proposal and other alternative transactions;

“Stock Options” means options to purchase Common Stock pursuant to the Company’s 2007 Equity Plan;

“Subscription Rights” means the transferable subscription rights to purchase shares of our Common Stock in the Rights Offering;

“Third Point” means Third Point LLC and its affiliates;

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“Third Point Commitment Agreement” means the commitment letter entered into by Third Point with the Company on July 15, 2014;

“Transaction Agreement” means the Transaction Agreement dated as of June 10, 2014 by and among the Company, the Sellers and JBGL, a copy of which is attached as Annex A to this proxy statement;

“Transaction Documents” means the Transaction Agreement, the Voting Agreement, the Registration Rights Agreements, the Backstop Agreements, the Brickman Employment Agreement, the Debt Commitment Letter, the Greenlight Commitment Agreement and the Third Point Commitment Agreement;

“Transactions” means the proposed transactions contemplated by the Transaction Agreement and the other Transaction Documents, including the proposed amendment and restatement of the Charter; and

“Voting Agreement” means the voting agreement entered into by certain affiliates of Greenlight Capital, Inc. with the Company on June 10, 2014, a copy of which is attached as Annex B to this proxy statement.

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BIOFUEL ENERGY CORP.
1600 Broadway, Suite 1740
Denver, Colorado 80202
(303) 640-6500

SUMMARY TERM SHEET

This proxy statement contains information relating to the 2014 Annual Meeting of Stockholders of BioFuel Energy Corp. The Annual Meeting will be held on October 17, 2014, at 10:00 a.m. local time, at the principal executive offices of the Company at 1600 Broadway, Suite 1740, Denver, Colorado 80202. We are furnishing this proxy statement to stockholders of the Company as part of the solicitation of proxies by the Board for use at the Annual Meeting and at any adjournments or postponements thereof. This proxy statement is dated September 18, 2014 and is first being mailed to our stockholders on or about September 18, 2014.

This summary term sheet highlights material information regarding the Transactions contemplated by the Transaction Agreement and the other Transaction Documents contained in this proxy statement, but does not contain all of the information in this proxy statement or regarding the Transactions contemplated by the Transaction Agreement and the other Transaction Documents that is important to your voting decision with respect to the adoption of the Transaction Agreement, the approval of the Transactions or the approval of the other matters being considered at the Annual Meeting. To understand the Transaction Agreement fully and for a more complete description of the terms of the Acquisition and the other Transactions contemplated by the Transaction Agreement and the other Transaction Documents, you should carefully read this entire proxy statement, including the attached annexes. In addition, BioFuel encourages you to read the information incorporated by reference into this proxy statement, which includes important business and financial information about BioFuel that has been filed with the SEC. See the section of this proxy statement entitled “Where You Can Find More Information” beginning on page 204.

The Parties
(page 45)

BioFuel

BioFuel Energy Corp. was incorporated as a Delaware corporation on April 11, 2006, to invest solely in BioFuel Energy, LLC, a limited liability company organized on January 25, 2006, to build and operate ethanol production facilities in the midwestern United States. From June 2008 through November 22, 2013, the Company operated two dry-mill ethanol production facilities located in Wood River, Nebraska, and Fairmont, Minnesota, that produced and sold ethanol and its related co-products. The Company’s ethanol plants were owned and operated by the operating subsidiaries of the LLC, which were party to a credit agreement (the “Senior Debt Facility”) with a group of lenders. Substantially all of the assets of the operating subsidiaries were pledged as collateral under the Senior Debt Facility. On November 22, 2013, the Company’s ethanol plants and all related assets were transferred to certain designees of the lenders in full satisfaction of all outstanding obligations under the Senior Debt Facility.

Following the disposition of the ethanol production facilities, the Company is a shell company under federal securities laws and a holding company with no substantial operations of its own. The Company is the sole managing member of the LLC, which is itself a holding company that indirectly owned all of the Company’s former operating assets. As the sole managing member of the LLC, the Company operates and controls all of the business and affairs of the LLC and its subsidiaries. The Company’s headquarters are located in Denver, Colorado.

At June 30, 2014, the Company retained approximately $8.1 million of cash and cash equivalents on its consolidated balance sheet. As of June 30, 2014, the Company also retained NOLs in the amount of approximately $181.3 million, which have been fully reserved against.

JBGL

JBGL is a real estate operator involved in the purchase and development of land for residential use, construction, lending and home building operations. JBGL Capital, LP and JBGL Builder Finance LLC were each formed under the laws of the State of Delaware. JBGL Capital, LP was formed in 2008 and JBGL Builder Finance LLC was formed in 2010. Affiliates of Greenlight provided a majority of the initial capital for both entities, with the Brickman Parties providing the remaining capital.

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JBGL Capital (its land development business) and JBGL Builder Finance (its builder operations business) and their affiliates are engaged in all aspects of the homebuilding process, including land acquisition and development, entitlements, design, construction, marketing and sales of various residential projects in master planned communities, primarily in the high-growth metropolitan areas of Dallas and Fort Worth, Texas (“DFW”) and Atlanta, Georgia.

JBGL currently owns or controls approximately 4,300 home sites in prime locations in the DFW and Atlanta markets. JBGL considers prime locations to be supply constrained lots with high housing demand and where much of the surrounding property has already been developed. JBGL management believes that it is a leading land developer in its markets. JBGL develops lots for both public company builders and large privately held builders. JBGL also owns 50% controlling interests in several builders and provides construction financing for approximately 900 homes annually.

JBGL’s principal executive offices are located at 3131 Harvard Ave., Suite 104 Dallas, Texas 75205 and its main telephone number is 214-453-0145.

Greenlight

Greenlight Capital, Inc. was incorporated under the laws of the State of Delaware and is the investment manager for various Greenlight funds.

Greenlight’s principal executive offices are located at 2 Grand Central Tower, 140 East 45^th Street, 24^th Floor, New York, NY 10017 and its main telephone number is 212-973-1900.

Brickman Parties

James R. Brickman is the Chief Executive Officer of JBGL and Brickman Member Joint Venture is an affiliate of James R. Brickman and was formed under the laws of the State of Texas. James R. Brickman’s principal office is c/o JBGL, 3131 Harvard Ave., Suite 104 Dallas, Texas 75205 and his telephone number is 214-453-0145.

The Transactions
(page 92)

On June 10, 2014, the Company entered into the Transaction Agreement with the Sellers and JBGL, pursuant to which the Company will acquire, directly or indirectly, all of the equity interests in JBGL. As of September 15, 2014 Greenlight owned a majority of the equity interests in JBGL and Greenlight beneficially owned approximately 35.4% of the outstanding Common Stock and Class B Common Stock. As of September 15, 2014 Greenlight also held 780,958 LLC Units in BioFuel Energy, LLC, which, together with an equal number of shares of Class B Common Stock, are exchangeable for shares of Common Stock on a one-for-one basis. In addition, David Einhorn, president of Greenlight, is a director of the Company. The Acquisition and the Transactions described below were approved by the Special Committee and the Board (other than Mr. Einhorn, who abstained).

The Equity Issuance
(page 110)

Pursuant to the terms and subject to the conditions of the Transaction Agreement, the Company will acquire, directly or indirectly, all of the equity interests in JBGL for $275 million payable in cash and in shares of Common Stock. In respect of the shares of Common Stock to be issued as consideration in the Acquisition, the Company will issue a number of shares of Common Stock to the Sellers such that, immediately after the Closing, after giving effect to the Rights Offering, the LLC Unit Exchange and the share purchases pursuant to the Greenlight Commitment Agreement, the Third Point Commitment Agreement and the Backstop Agreements, (i) Greenlight will own 49.9% of the outstanding Common Stock and (ii) the Brickman Parties will own 8.4% of the outstanding Common Stock. The per share value of the Common Stock issued in the Equity Issuance will be the weighted average price per share of Common Stock as quoted on The Nasdaq Capital Market for the five trading days before the Closing. The remainder of the Purchase Price will be paid in cash. On or prior to the Closing, the Company and the Sellers will enter into a Registration Rights Agreement pursuant to which the Sellers will be permitted to

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demand registration of shares of Common Stock held by themselves and their affiliates up to an aggregate of two times in any 12-month period and will have unlimited piggyback registration rights, subject to customary limitations.

The Equity Issuance has been exempted by the Board under the 382 Rights Agreement. Additionally, the issuance of shares of Common Stock pursuant to the Equity Issuance will not be prohibited under the Section 382 Amendment of the Amended and Restated Charter, if the Section 382 Amendment is approved by the stockholders and becomes effective.

Reasons to Enter into the Transactions
(page 97)

The Board formed the Special Committee comprised solely of disinterested and independent directors for the purpose of evaluating and negotiating the JBGL Proposal made by Greenlight and the Brickman Parties on March 28, 2014, identifying, evaluating and negotiating any other alternative transaction and, as appropriate, rejecting or recommending to the Board the JBGL Proposal or any other alternative transactions. On June 10, 2014, the Special Committee unanimously determined that the Transaction Documents (other than the Brickman Employment Agreement, which the Special Committee directed to the Board and the Compensation Committee of the Board) and the Transactions are fair to and in the best interests of the Company and its stockholders (other than Greenlight), declared the Transaction Documents (other than the Brickman Employment Agreement, which was unanimously approved by the Compensation Committee and the Board, other than Mr. Einhorn) and the Transactions to be advisable and recommended that the Board adopt the Transaction Agreement, approve the Transactions, submit the Transaction Agreement and the Transactions to a vote at a meeting of the stockholders of the Company and recommend that the stockholders of the Company vote their shares in favor of adopting the Transaction Agreement and approving the Transactions. Based on the unanimous recommendation of the Special Committee, the Board unanimously (other than Mr. Einhorn, who abstained) adopted the Transaction Agreement and approved the Transactions, declared the Transaction Agreement and the Transactions to be advisable and in the best interests of the Company and its stockholders (other than Greenlight), directed that the adoption of the Transaction Agreement and the approval of the Transactions be submitted to a vote at a meeting of the stockholders of the Company and recommended that the stockholders of the Company vote for the adoption of the Transaction Agreement and the approval of the Transactions.

Opinion of Duff & Phelps, LLC
(page 100 and Annex C)

Duff & Phelps, LLC delivered its opinion to the Special Committee to the effect that, as of June 10, 2014 and based upon and subject to the assumptions, qualifications and limiting conditions set forth therein, the Purchase Price to be paid by the Company in the Acquisition, taking into account the material economic terms of the financing as contemplated by the Debt Commitment Letter, was fair from a financial point of view to the public stockholders of the Company other than Greenlight (without giving effect to any impact of the Acquisition on any particular stockholder other than in its capacity as a stockholder), as described under the section titled “The Transactions — Opinion of Duff & Phelps, LLC” beginning on page 100. The full text of the opinion of Duff & Phelps, dated June 10, 2014, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection therewith, is attached as Annex C and is incorporated into this proxy statement by reference.

Conditions to the Acquisition
(page 113)

Each party’s obligation to effect the Acquisition is subject to the satisfaction or waiver (if permissible under applicable law and other than clause (i)), on or prior to the Closing Date, of certain conditions, including without limitation: (i) the adoption of the Transaction Agreement and the approval of the Transactions by the Company’s stockholders (including an affirmative vote of holders of a majority of the shares of Common Stock and Class B Common Stock issued, present and voting at the Annual Meeting, as well as an affirmative vote of holders of a majority of the outstanding shares of Common Stock and Class B Common Stock excluding the shares of Common Stock and Class B Common Stock owned by Greenlight) and the approval of the Authorized Common Stock Amendment, the Name Change Amendment and the

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Section 382 Amendment by holders of a majority of the outstanding shares of Common Stock and Class B Common Stock, (ii) the consummation of the Rights Offering such that the Company receives gross proceeds (together with the proceeds from share purchases pursuant to the Greenlight Commitment Agreement, the Third Point Commitment Agreement and the Backstop Agreements) of approximately $70 million, (iii) subject to specified standards, the accuracy of the representations and warranties of the other party, (iv) the absence of any material adverse effect on the other party and (v) the performance in all material respects by the other party of its obligations under the Transaction Agreement and, under certain circumstances applicable only to Greenlight, the Voting Agreement. In addition, conditions to the Sellers’ obligations to consummate the Acquisition include (1) the cancellation of all options outstanding under the Company’s stock option plan without compensation, (2) the completion of the LLC Unit Exchange, (3) the availability of at least $3 million of net cash in the Company, (4) the availability of the Company’s NOLs without impairment (subject to certain exceptions) and (5) the continued authorization for listing of the Common Stock on The Nasdaq Stock Market.

No Solicitation
(page 118)

The Transaction Agreement restricts the Company’s ability to solicit third party offers for the Company to purchase more than 50% of the equity interests in another entity or provide information to or engage in discussions or negotiations with third parties that have made or that might make such an offer. Under certain circumstances, however, and in compliance with certain obligations contained in the Transaction Agreement, the Company is permitted to engage in negotiations with, and provide information to, third parties making an unsolicited offer if the Special Committee or the Board determines in good faith, after consultation with its financial advisors and outside counsel, that (i) failure to take such action would reasonably be expected to be inconsistent with the Special Committee’s or the Board’s fiduciary duties and (ii) such Business Combination Proposal (as defined below) is or would reasonably be expected to lead to a Superior Proposal (as defined below).

Termination of the Transaction Agreement
(page 120)

The Transaction Agreement may be terminated at any time prior to the Closing in the following circumstances:

The Company may terminate the Transaction Agreement if any of the Sellers or JBGL has breached its representations, warranties, covenants or agreements set forth in the Transaction Agreement, or if Greenlight has breached or failed to perform under certain sections of the Voting Agreement, in each case, to a degree that would make the closing conditions incapable of being satisfied and such breach is incapable of being cured, or fails to be cured, within 30 days following receipt of notice from the Company.

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The Sellers may terminate the Transaction Agreement if:

Termination Fee and Reimbursement of Expenses
(page 121)

Upon termination of the Transaction Agreement pursuant to the Termination Fee Provision prior to the stockholders’ meeting to adopt the Transaction Agreement, the Company will pay the Sellers a cash termination fee of $3 million. In addition, if either the Company or the Sellers terminates the Transaction Agreement as a result of the Buyer Stockholder Approval not being obtained, then the Company must pay the Sellers’, JBGL’s and their respective affiliates’ expenses in connection with the Transactions in an amount not to exceed $2 million.

Interests of the Company’s Directors and Executive Officers in the Transactions
(page 156)

Certain executive officers and directors of the Company (including David Einhorn, who is a director of the Company and the president of Greenlight) may be deemed to have interests in the Transactions contemplated by the Transaction Agreement and the other Transaction Documents that may be different from, or in addition to, those of the Company’s stockholders generally. The Special Committee and the Board were aware of and considered these interests, among other matters, in reaching the determination to approve the Transaction Agreement and the Transactions, and in recommending that the Company’s stockholders vote in favor of adopting the Transaction Agreement and approving the Transactions.

Treatment of Existing Equity Awards
(page 117)

Pursuant to the Transaction Agreement, each Stock Option outstanding immediately prior to the Closing will be terminated and canceled in accordance with its terms for no consideration. There are no other Company equity awards outstanding. The Company will terminate its 2007 Equity Plan, pursuant to which all Stock Options have been granted, immediately prior to the Closing.

Employee Matters
(page 117)

The Transaction Agreement requires that from and after the Closing, the Company and JBGL will, individually and jointly, be responsible for providing continuation of medical coverage pursuant to COBRA to any current or former employee of the Company and JBGL (or any “qualified beneficiary” of any such current or former employee), in each case, regardless of when such individuals became eligible for continuation of medical coverage pursuant to COBRA.

Voting Agreement
(page 123 and Annex B)

In connection with the execution of the Transaction Agreement, certain affiliates of Greenlight Capital, Inc. entered into a Voting Agreement with the Company on June 10, 2014. Pursuant to the Voting Agreement, Greenlight has agreed, among other things, to vote (or cause to be voted) the shares of Common Stock and Class B Common Stock it holds in favor of adopting the Transaction Agreement and approving the

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Transactions and not to dispose of any such shares to third parties (other than to Greenlight’s affiliates) while the Voting Agreement is in effect. As of September 15, 2014, Greenlight owned 1,427,829 shares of Common Stock and 780,958 shares of Class B Common Stock, which, together, represent approximately 35.4% of the 6,237,583 aggregate shares of Common Stock and Class B Common Stock outstanding as of September 15, 2014. Greenlight has also agreed to exchange all of its LLC Units for shares of Common Stock on the Closing Date. Upon such exchange, the shares of Class B Common Stock corresponding to such LLC Units will, in accordance with the Charter, be automatically transferred to the Company and thereupon retired without any further action on the part of the Company or Greenlight.

Financing of the Transactions

The Debt Commitment Letter
(page 124)

On June 10, 2014, in connection with the execution of the Transaction Agreement, the Company executed the Debt Commitment Letter with certain affiliates of Greenlight Capital, Inc., pursuant to which Greenlight has committed, subject to certain conditions, to provide the Company with a five-year term loan facility in an aggregate principal amount of up to $150 million to fund, in part, the Acquisition and working capital for the Company. Amounts drawn under the debt facility will bear interest at 9.0% per annum from the Closing through the first anniversary thereof and 10.0% per annum thereafter, and the Company will have a one-time option to elect to pay up to one year’s interest in kind.

The Rights Offering
(page 125)

To fund a portion of the cash consideration, the Company will conduct a registered offering of transferable rights to the public holders of its Common Stock, as of September 15, 2014, the record date for the Rights Offering, to purchase additional shares of Common Stock to raise gross proceeds (together with the proceeds from share purchases pursuant to the Greenlight Commitment Agreement, the Third Point Commitment Agreement and the Backstop Agreements) of approximately $70 million. The remaining portion of the cash consideration will be funded through cash on hand and up to $150 million of debt financing to be provided by Greenlight pursuant to the Debt Commitment Letter, as described herein.

Each right will permit the holder to purchase, at a rights price equal to $5.00 per share of Common Stock, 2.2445 shares of Common Stock. Greenlight and Third Point will participate in a side-by-side private rights offering to purchase additional shares of Common Stock pursuant to the Greenlight Commitment Agreement and Third Point Commitment Agreement, respectively, as described below.

The Backstop Agreements
(page 127)

In connection with the Transaction Agreement, the Company entered into a Backstop Agreement with each of the parties that have agreed to provide Backstop Commitments in respect of the Rights Offering. The Backstop Agreements set forth, among other things, the terms and conditions of the Backstop Parties’ several commitments to purchase, substantially simultaneously with the consummation of the Rights Offering, in the aggregate, all of the available shares not otherwise sold in the Rights Offering (other than the shares for which the Company has received a Backstop Commitment from Third Point, as described below) in a private rights offering. However, the Backstop Agreements provide that none of the Backstop Parties may acquire more than 4.99% of the outstanding Common Stock as a result of its participation. The price per share to be paid by the Backstop Parties pursuant to the Backstop Agreements will be equal to the price to be paid by the other holders in the Rights Offering. No Backstop Party will receive compensation for its Backstop Commitment.

Prior to the consummation of the Rights Offering, the Company will enter into a Registration Rights Agreement with each of the Backstop Parties pursuant to which the Company may be required to register the sale of shares of the Common Stock held by the Backstop Parties and certain of their transferees. Under such Registration Rights Agreements, under certain circumstances and subject to certain restrictions, each of the Backstop Parties will have unlimited piggyback registration rights.

The Backstop Parties’ potential purchases of shares of Common Stock pursuant to the Backstop Agreements have been exempted by the Board under the 382 Rights Agreement.

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The Greenlight Commitment Agreement
(page 128)

On July 15, 2014, in connection with the execution of the Transaction Agreement, certain affiliates of Greenlight Capital, Inc. entered into the Greenlight Commitment Agreement with the Company. Pursuant to the Greenlight Commitment Agreement, Greenlight has agreed, subject to certain terms and conditions, to participate in a private rights offering for its full basic subscription privilege in the Rights Offering (and not to participate in the Rights Offering to the public) and to purchase substantially simultaneously with the consummation of the Acquisition the same number of shares of Common Stock it would have purchased pursuant to the Rights Offering had it exchanged all of its LLC Units for shares of Common Stock on or prior to the record date for the Rights Offering and exercised all of the basic subscription rights it received as a holder of such Common Stock pursuant to the private rights offering. The price per share to be paid by Greenlight pursuant to the Greenlight Commitment Agreement will be equal to the price to be paid by the other holders in the Rights Offering. Greenlight will not receive compensation for its commitment to participate in the private rights offering or the Additional Equity Investment.

Greenlight’s purchase of shares of Common Stock pursuant to the Greenlight Commitment Agreement has been exempted by the Board under the 382 Rights Agreement. Additionally, the issuance of shares of Common Stock pursuant to the Greenlight Commitment Agreement will not be prohibited under the Section 382 Amendment of the Amended and Restated Charter, if the Section 382 Amendment is approved by the stockholders and becomes effective.

The Third Point Commitment Agreement
(page 129)

On July 15, 2014, in connection with the execution of the Transaction Agreement, certain investment funds managed by Third Point entered into the Third Point Commitment Agreement with the Company. Pursuant to the Third Point Commitment Agreement, Third Point has agreed, subject to certain terms and conditions, to participate in a private rights offering for its full basic subscription privilege in the Rights Offering (and not to participate in the Rights Offering to the public) and to exercise its over-subscription privilege in full and to purchase, substantially simultaneously with the consummation of the Rights Offering to the public, all of the available shares not otherwise sold in the Rights Offering following the exercise of all other holders’ basic subscription privileges up to such amount (the “Third Point Ownership Threshold”) that Third Point’s aggregate ownership of outstanding Common Stock, after giving effect to the Equity Issuance, the Rights Offering, the LLC Unit Exchange and the share purchases pursuant to the Greenlight Commitment Agreement and the Backstop Agreements, equals approximately 16.7%, which is Third Point’s current ownership level of the aggregate outstanding Common Stock and Class B Common Stock as of September 15, 2014. Third Point will receive priority allocation with respect to both its over-subscription privilege and its Backstop Commitment, up to the Third Point Ownership Threshold. In connection with the Transactions, Third Point will not acquire, either pursuant to the Rights Offering or its Backstop Commitment, shares of Common Stock in excess of the Third Point Ownership Threshold. The price per share to be paid by Third Point pursuant to the Third Point Commitment Agreement will be equal to the price paid by the other holders in the Rights Offering. Third Point will not receive compensation for its commitment to participate in the private rights offering or its Backstop Commitment.

Any purchase of shares of Common Stock by Third Point pursuant to the Third Point Commitment Agreement has been exempted by the Board under the 382 Rights Agreement. Additionally, the issuance of shares of Common Stock pursuant to the Third Point Commitment Agreement will not be prohibited under the Section 382 Amendment of the Amended and Restated Charter, if the Section 382 Amendment is approved by the stockholders and becomes effective.

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Regulatory Approvals
(page 108)

Other than having the Rights Offering Registration Statement declared effective by the SEC, there are no federal or state regulatory requirements applicable to the Transactions and no approval from federal or state regulators are required to be obtained in connection with the Transactions as contemplated by the Transaction Agreement or the other Transaction Documents.

No Appraisal Rights
(page 109)

Stockholders do not have any appraisal rights in connection with the Transactions under the DGCL or the Charter.

Amended and Restated Charter
(pages 138, 140, 141 and 150 and Annex D)

In connection with the Acquisition, the Company intends to amend and restate its Charter to, among other things, increase the number of authorized shares of Common Stock, change the name of the Company to “Green Brick Partners, Inc.,” eliminate all provisions in the Charter relating to the LLC Units and the Class B Common Stock and add customary protections to preserve certain tax benefits.

Additional Information
(page 204)

You can find more information about the Company in the periodic reports and other information we file with the SEC. The information is available at the SEC’s public reference facilities and at the website maintained by the SEC at www.sec.gov. Please see the section of this proxy statement entitled “Where You Can Find More Information” beginning on page 204 for additional information.

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS AND THE ANNUAL MEETING

This proxy statement includes important information about the Transaction Agreement, the other Transaction Documents and the Transactions and the Annual Meeting. You should read the information set forth in this proxy statement and the accompanying annexes carefully and in its entirety. A copy of the Transaction Agreement is attached as Annex A to this proxy statement. The enclosed proxy card and the instructions set forth thereon allow you to have your shares represented and voted at the Annual Meeting without the need to attend the Annual Meeting. The vote of the Company’s stockholders is very important and the Company encourages its stockholders to return their proxies as soon as possible. Please follow the instructions set forth on the enclosed proxy card (or on the voting instruction form provided by the stockholder of record if your shares of the Company’s stock are held in “street name” through a bank, broker or other nominee).

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Holders of both Common Stock and Class B Common Stock are entitled to vote for all Proposals listed above together as a single class other than in respect of Proposal 6, which additionally requires the affirmative vote of holders of a majority of the outstanding shares of the Class B Common Stock voting separately as a class.

For a discussion of the factors that the Special Committee and the Board considered in determining to recommend the adoption of the Transaction Agreement and approval of the Transactions, please see the section of this proxy statement entitled “The Transactions — Reasons to Enter into the Transactions” beginning on page 97. In addition, in considering the recommendation of the Special Committee and the Board with respect to the Transaction Agreement and the Transactions, you should be aware that some of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company’s stockholders generally. Please see the section of this proxy statement entitled “Interests of the Company’s Directors and Executive Officers in the Transactions” beginning on page 156.

Questions about the Transaction Agreement and the Transactions
(Proposals 1 through 5 and Proposal 7)

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To fund a portion of the cash consideration, the Company will conduct the Rights Offering to raise gross proceeds (together with the proceeds from share purchases pursuant to the Greenlight Commitment Agreement, the Third Point Commitment Agreement and the Backstop Agreements) of approximately $70 million. The Equity Issuance and the share purchases pursuant to the Greenlight Commitment Agreement and the Third Point Commitment Agreement have been exempted by the Board under the Company’s 382 Rights Agreement. The remaining portion of the cash consideration will be funded through up to $150 million of debt financing to be provided by Greenlight pursuant to the terms of the Debt Commitment Letter entered into by the Company and certain affiliates of Greenlight Capital, Inc.

In addition, in connection with the foregoing transactions:

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In addition, conditions to the Sellers’ obligations to consummate the Transactions include:

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These interests include the rights of certain of the Company’s executive officers to receive certain reimbursement payments pursuant to certain executive agreements for the cost of continued medical coverage after termination of employment.

Questions About the Dual Structure Amendment (Proposal 6)

Questions About the Nonbinding Transaction-related Compensation Proposal (Proposal 8)

Questions About the Approval of the 382 Rights Agreement (Proposal 9)

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Questions About the Election of Directors (Proposal 10)

Questions About the Nonbinding Advisory Votes on the Executive Compensation of the Company’s Named Executive Officers and the Frequency of Holding Future Such Nonbinding Advisory Votes (Proposals 11 and 12)

Questions About the Green Brick Partners, Inc. 2014 Omnibus Equity Incentive Plan (Proposal 13)

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Questions About the Ratification of Our Independent Registered Public Accounting Firm (Proposal 14)

Questions With Respect to the Adjournments of the Annual Meeting (Proposal 15)

General Questions About the Annual Meeting

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If you hold your shares in street name through a broker, bank or other nominee, then you may provide voting instructions by the methods your broker, bank or other nominee makes available using the instructions the bank or broker has included with this proxy statement. These methods may include providing voting instructions over the Internet, by telephone or by mailing a voting instruction card.

The Bylaws of the Company provide that the holders of a majority of the votes entitled to be cast by the stockholders entitled to vote generally, present in person or represented by proxy, constitute a quorum at any meeting of the Company’s stockholders. However, if any vote will be taken by classes or series of the Company’s stock, the holders of a majority of the votes entitled to be cast by the stockholders of a particular class or series, present in person or represented by proxy, constitute a quorum of such class or series. Consideration and approval of Proposals 1 through 15 will require a quorum of the holders of a majority of the votes entitled to be cast by the holders of the Common Stock and the Class B Common Stock. Consideration and approval of Proposal 6 will also require a quorum of the holders of a majority of the votes entitled to be cast by the holders of the Class B Common Stock.

Abstentions will be counted for purposes of determining the presence of a quorum. Failures to vote will not be counted for purposes of determining the presence of a quorum. For the avoidance of doubt, if a stockholder submits a properly executed proxy to the Company but the proxy does not indicate how it should be voted on any or all of the Proposals, then the persons named as proxies will vote in accordance with the recommendation of the Board for each such Proposal, the vote will count for purposes for determining the presence of a quorum and the vote will not be considered a failure to vote. Broker non-votes will be counted for purposes of determining the presence of a quorum.

In the event that a quorum is not present at the Annual Meeting, or if there are insufficient votes to adopt the Transaction Agreement and to approve the Transactions at the time of the Annual Meeting, we expect that the Annual Meeting will be adjourned or postponed to solicit additional proxies.

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Attending the Annual Meeting will not by itself revoke a proxy unless you specifically revoke your proxy in writing or vote your shares in person at the Annual Meeting.

Proposals intended to be included in the Company’s proxy materials for the 2015 annual meeting of stockholders must be received by the Company’s Corporate Secretary within a reasonable time before the Company begins to print and send its proxy materials for the 2015 annual meeting of stockholders.

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D.F. King & Co., Inc. (“D.F. King”) will assist in the solicitation of proxies. The Company has agreed to pay D.F. King a fee estimated not to exceed $15,000 for its services and to reimburse its reasonable out-of-pocket expenses.

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FORWARD-LOOKING STATEMENTS

Any statements in this proxy statement about the Company’s expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance, including statements regarding the proposed Acquisition and the expected timetable for completing the Transactions and benefits of the Transactions and future opportunities for the combined company and securities, that are not historical facts are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “should,” “could,” “intend,” “anticipate,” “plan,” “may,” “will,” “potential,” “expect(s),” “estimate(s),” “project(s),” “positioned,” “strategy,” “outlook” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the parties’ ability to consummate the Transactions; the conditions to the completion of the Transactions, including the receipt of certain stockholder approvals; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transactions; operating costs, customer loss and business disruption, which may be greater than expected following the Transactions; and general economic conditions that are less favorable than expected. Additional information and other factors that could cause actual results to differ from those anticipated are discussed in the “Risk Factors” section of this proxy statement, our Annual Report on Form 10-K, filed with the SEC on March 26, 2014, as amended by Amendment No. 1 to our Annual Report on Form 10-K/A, filed with the SEC on April 30, 2014, and our other filings pursuant to the Exchange Act, including the Rights Offering Registration Statement. Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking statements made by the Company, you should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date of this proxy statement, and the Company disclaims any obligation to update any forward-looking statement to reflect events or circumstances after such date unless required to do so by law.

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RISK FACTORS

In addition to the other information included and incorporated by reference into this proxy statement, including the matters addressed in the section entitled “Forward-Looking Statements” beginning on page 21, you should carefully consider the following risks before deciding whether to vote to adopt the Transaction Agreement and approve the Transactions. In addition, you should read and consider the risks associated with each of the businesses of the Company and JBGL because these risks will also affect the Company following the consummation of the Acquisition. Descriptions of some of these risks can be found in our Annual Report on Form 10-K, filed with the SEC on March 26, 2014, as amended by Amendment No. 1 to our Annual Report on Form 10-K/A, filed with the SEC on April 30, 2014, and our other filings pursuant to the Exchange Act, including the Rights Offering Registration Statement. You should also read and consider the other information in this proxy statement and the other documents incorporated by reference into this proxy statement. See the section entitled “Where You Can Find More Information” beginning on page 204.

Risks Related to the Transactions

The Acquisition may not be completed on the terms or timeline currently contemplated, or at all.

The consummation of the Acquisition is subject to numerous conditions, including but not limited to (i) adoption of the Transaction Agreement and approval of the Transactions by the Company’s stockholders, including an affirmative vote of holders of a majority of the shares of Common Stock and Class B Common Stock issued, present and voting at the Annual Meeting, as well as an affirmative vote of holders of a majority of the outstanding shares of Common Stock and Class B Common Stock excluding shares of Common Stock and Class B Common Stock held by Greenlight, (ii) approval of the Authorized Common Stock Amendment, the Name Change Amendment and the Section 382 Amendment by the Company’s stockholders, including an affirmative vote of holders of a majority of the outstanding shares of the Common Stock and Class B Common Stock, (iii) completion of the Rights Offering, where (together with the proceeds from share purchases pursuant to the Greenlight Commitment Agreement, the Third Point Commitment Agreement and the Backstop Agreements) the Company shall have received at least $70 million in gross proceeds and (iv) the continued authorization for listing of the Common Stock on The Nasdaq Stock Market. See the section entitled “The Transaction Agreement — Conditions to the Completion of the Acquisition” beginning on page 113. There is no assurance that the Acquisition will be consummated on the terms or timeline currently contemplated, or at all. The Company and JBGL have expended and will continue to expend significant management time and resources and have incurred and will continue to incur significant expenses due to legal, advisory and financial services fees related to the Acquisition and the Transactions. These expenses must be paid regardless of whether the Acquisition is consummated.

The Transaction Agreement contains provisions that restrict the Company’s ability to pursue alternatives to the Transactions and, in specified circumstances, could require the Company to pay a termination fee to the Sellers as well as certain of the Sellers’ expenses.

Under the Transaction Agreement, the Company is restricted, subject to certain exceptions, from initiating, soliciting, knowingly encouraging or knowingly facilitating any inquiries or the making of any proposals or offers that constitute or would reasonably be expected to lead to any Business Combination Proposal or the making or consummation thereof. The Sellers may terminate the Transaction Agreement if the Special Committee or the Board effects or publicly proposes to effect a change of the Company Recommendation, fails to include the Company Recommendation in the proxy statement or fails to recommend against acceptance of a publicly-announced transaction that constitutes a Business Combination Proposal within 10 business days after notice thereof. Upon termination of the Transaction Agreement pursuant to the Termination Fee Provision prior to the stockholders’ meeting to adopt the Transaction Agreement, the Company will pay Sellers a cash termination fee of $3 million. In addition, if either the Company or the Sellers terminates the Transaction Agreement as a result of the Buyer Stockholder Approval not being obtained, then the Company must pay the Sellers’, JBGL’s and their respective affiliates’ expenses in connection with the Transactions in an amount not to exceed $2 million. See the sections entitled “The Transaction Agreement — Additional Agreements — No Solicitation” and “The Transaction Agreement — Termination of the Transaction Agreement” beginning on page 118 and page 120, respectively.

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Directors and officers of the Company have certain interests that are different from those of the Company’s stockholders generally.

Directors and officers of the Company are participants in arrangements that give them interests in the Transactions that may be different from, or be in addition to, your interests as a stockholder of the Company. You should consider these interests in voting to adopt the Transaction Agreement and approve the Transactions. These different interests are described in the section entitled “Interests of the Company’s Directors and Executive Officers in the Transactions” beginning on page 156.

Risks Related to Ownership of the Common Stock

The price of the Common Stock may continue to be volatile.

The trading price of the Common Stock is highly volatile and could be subject to future fluctuations in response to a number of factors beyond our control. In recent years the stock market has experienced significant price and volume fluctuations. These fluctuations may be unrelated to the operating performance of particular companies. These broad market fluctuations may cause declines in the market price of the Common Stock. The price of the Common Stock could fluctuate based upon factors that have little or nothing to do with our company or its performance, and those fluctuations could materially reduce the Common Stock price.

Certain large stockholders own a significant percentage of our shares and exert significant influence over us. Their interests may not coincide with yours and they may make decisions with which you may disagree.

Following the consummation of the Acquisition, we expect Greenlight, Third Point and the Brickman Parties to control approximately 49.9%, 16.7% and 8.4%, respectively, of the voting power of the Company assuming that Third Point acquires the maximum number of shares pursuant to the Third Point Commitment Agreement. These large stockholders, acting together, could determine substantially all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a sale or other change of control transaction involving the Company. In addition, this concentration of ownership may delay or prevent a change in control of our company and make some transactions more difficult or impossible without the support of these stockholders. The interests of these stockholders may not always coincide with our interests as a company or the interests of other stockholders. Accordingly, these stockholders could cause us to enter into transactions or agreements that you would not approve or make decisions with which you may disagree.

Greenlight, our largest stockholder, will also be our largest creditor. Greenlight will exert a significant influence over us and its interest as a creditor may not coincide with our interest as a company or your interest as a stockholder.

Following the consummation of the Acquisition, we expect Greenlight to control approximately 49.9% of the voting power of the Company. In connection with the Acquisition, we expect to incur up to $150 million of indebtedness from Greenlight. As our largest creditor, Greenlight may have interests that may not always coincide with our interests as a company or the interests of our stockholders generally. As our largest stockholder, Greenlight will exert a significant influence over us, which may cause us to enter into transactions or agreements, or to otherwise take actions, that you would not approve or make decisions with which you may disagree.

We do not intend to pay dividends on the Common Stock.

We have not paid any dividends since our inception and do not anticipate paying any cash dividends on the Common Stock in the foreseeable future. Any payment of future dividends will be at the discretion of our Board and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the Board deems relevant. Investors must rely on sales of their Common Stock after price appreciation, which may never occur, as the only way to realize a return on their investment. Investors seeking cash dividends should not purchase the Common Stock.

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The Common Stock could be delisted from The Nasdaq Stock Market, which could negatively impact the price of the Common Stock and our ability to access the capital markets.

The Common Stock is currently listed on The Nasdaq Capital Market under the symbol “BIOF.” On May 8, 2014, we received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market indicating that the Staff believes the Company is a “public shell” and the continued listing of its securities is no longer warranted. Therefore, in accordance with Rule 5101 of the Listing Rules of The Nasdaq Stock Market (the “Nasdaq Listing Rules”), the Staff determined to apply more stringent criteria for the continued listing of the Company’s securities and to suspend trading of the Common Stock and remove our securities from listing and registration on The Nasdaq Stock Market.

The Company timely appealed the Staff’s determination to a Hearings Panel (the “Panel”) of The Nasdaq Stock Market, which, on July 1, 2014, granted the Company an exception to the continued listing standards until November 4, 2014, which is 180 days from the date we received the delisting letter from the Staff. If we do not consummate the Acquisition on or prior to November 4, 2014, the Common Stock could be delisted from The Nasdaq Stock Market, which could negatively impact the price of the Common Stock and our ability to access the capital markets. Although the delisting of the Common Stock from The Nasdaq Stock Market would allow the Sellers to terminate the Transaction Agreement, we cannot assure you that they would do so. Further, although the Transaction Agreement gives us and the Sellers the right to terminate the Transaction Agreement if the Acquisition is not consummated on or before November 4, 2014, we and the Sellers could nevertheless agree to consummate the Acquisition and the related Transactions after such date.

Certain large stockholders’ shares may be sold into the market in the future, which could cause the market price of the Common Stock to decrease significantly.

Following the consummation of the Acquisition and the related Transactions described herein, we expect that all or a significant portion of the Common Stock held by Greenlight, Third Point and the Brickman Parties will be “restricted securities” within the meaning of the federal securities laws because they were acquired from us on a private, non-registered basis. In addition, any shares purchased by the Backstop Parties pursuant to the Backstop Commitments will be restricted securities because they will have been acquired from us on a private, non-registered basis. We have entered into Registration Rights Agreements with each of these parties, however, that give these parties the right to require us to register the resale of their shares. If these holders sell substantial amounts of these shares, the price of the Common Stock could decline. In addition, the sale of these shares could impair our ability to raise capital through the sale of additional equity securities.

Risk Related to Our Tax Asset, Indebtedness and Organizational Structure

Our ability to use NOLs to offset future taxable income for U.S. federal income tax purposes may be limited as a result of the Acquisition and the related Transactions described herein, or of prior or future acquisitions of the Common Stock.

As of June 30, 2014, we reported NOLs of approximately $181.3 million, which will begin to expire if not used by December 31, 2029.

For accounting purposes, a valuation allowance is required to reduce our potential deferred tax assets if it is determined that it is more likely than not that all or some portion of such assets will not be realized due to the lack of sufficient taxable income. Our financial statements currently provide a full valuation allowance against all of our NOLs.

Our ability to utilize our tax attributes, such as NOLs and tax credits (“Tax Attributes”), will be subject to significant limitation for federal income tax purposes if we undergo an “ownership change” as defined in Section 382 of the Code. For this purpose, an ownership change generally occurs, as of any “testing date” (as defined under Section 382 of the Code), if our “5-percent shareholders” have collectively increased their ownership in the Common Stock by more than 50 percentage points over their lowest percentage ownership at any time during the relevant testing period, which generally begins the later of either January 1, 2008 or three years preceding the relevant testing date. In general, our 5-percent shareholders would include any (i) individual who owns 5% or more (directly, indirectly or constructively) of the Common Stock and (ii) “public groups” who own the Common Stock (even in certain cases if they own less than 5% of the

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Common Stock) or stock in higher tier entities who own 5% or more (directly, indirectly or constructively) of the Common Stock. A “public group” generally consists of a group of persons each of whom owns (directly, indirectly or constructively) less than 5% of the Common Stock. An ownership change may therefore occur following substantial changes in the direct or indirect ownership of our outstanding Common Stock by one or more 5-percent shareholders over this period.

If we were to experience an ownership change, Section 382 of the Code imposes an annual limitation on the amount of our post-change taxable income that may be offset by our pre-change Tax Attributes. The limitation imposed by Section 382 of the Code for any post-change year is generally determined by multiplying the value of the Common Stock immediately before the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may, subject to certain limits, be carried over to later years.

It is unclear whether all or a portion of our Tax Attributes are or will be subject to a limitation under Section 382 of the Code following the consummation of the Transactions, either as a result of an ownership change experienced by us in the past or an ownership change to be experienced by us on account of the Acquisition and the related Transactions. The determination of whether the Transactions would result in an ownership change under Section 382 of the Code depends, in part, on the number of shares of Common Stock actually purchased in the Rights Offering and pursuant to the Greenlight Commitment Agreement, the Third Point Commitment Agreement and the Backstop Agreements, prior ownership shifts involving 5-percent shareholders and the effect of the Acquisition and the related Transactions.

Certain limitations are being imposed on the exercise of Subscription Rights (including the over-subscription privilege) in the Rights Offering and in the Third Point Commitment Agreement, the Backstop Commitment and the structure of the Acquisition in order to minimize the impact of these Transactions on our ownership change calculation.

Even if the Acquisition and the related Transactions do not result in an ownership change under Section 382 of the Code, it is possible that future changes in the ownership of the Common Stock by 5-percent shareholders, including certain changes in the ownership of any entity that owns 5% or more of the Common Stock, will result in an ownership change under Section 382 of the Code.

To reduce the likelihood of an ownership change, our Board has implemented the Section 382 Rights Agreement described herein and, in connection with the consummation of the Acquisition, we intend to amend our Charter to add customary ownership limitations regarding preservation of the Company’s NOLs. See the sections entitled “Description of BioFuel Energy Corp. Capital Stock — Series B Junior Participating Preferred Stock and 382 Rights Agreement” and “Proposal 7 — Approval of Amendment of the Charter to Preserve Certain Tax Benefits” beginning on page 143 and page 150, respectively.

Our ability to use our Tax Attributes will also depend on the amount of taxable income we generate in future periods. Our Tax Attributes may expire before we can generate sufficient taxable income to utilize them in full.

Our substantial debt could adversely affect our business, financial condition or results of operations and prevent us from fulfilling our debt-related obligations.

Following the consummation of the Acquisition and the related Transactions described herein, we will have a substantial amount of debt. The total principal amount of our debt following the Acquisition could be as high as $150 million (not including debt at the JBGL entity level relating to property acquisitions and development). Our substantial debt could have important consequences for the holders of the Common Stock, including:

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We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us through capital markets financings or otherwise in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before its maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. In addition, we may incur additional indebtedness in order to finance our operations or to repay existing indebtedness. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional debt or equity or reducing or delaying capital expenditures, property acquisitions or developments, strategic acquisitions, investments and alliances. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would be advantageous to our stockholders or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements. Pursuant to the Debt Commitment Letter, if an event of default occurs under the documentation governing the new term loan facility the Company intends to enter into upon the consummation of the Acquisition, the lenders may accelerate our repayment obligations and/or exercise other remedies under the facility.

Provisions in our charter documents may delay or prevent our acquisition by a third party or may reduce the value of your investment.

Some provisions in our Charter and Bylaws may be deemed to have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder may deem to be in his or her best interest. For example, our Board may determine the rights, preferences, privileges and restrictions of unissued series of preferred stock without any vote or action by our stockholders. In addition, stockholders must provide advance notice to nominate directors or to propose business to be considered at a meeting of stockholders and may not take action by written consent. Additionally, our Board adopted the 382 Rights Agreement described in the section entitled “Description of BioFuel Energy Corp. Capital Stock — Series B Junior Participating Preferred Stock and 382 Rights Agreement” beginning on page 143 and, following the consummation of the Acquisition and the effectiveness of the Amended and Restated Charter, we expect that the Amended and Restated Charter will contain transfer restrictions intended to prevent future acquisitions of the Common Stock that would limit our ability to use the NOLs. The existence of these provisions could also limit the price that investors may be willing to pay in the future for shares of the Common Stock.

Risks Related to JBGL’s Business and Industry

The homebuilding industry is cyclical. A severe downturn in the industry, such as the one experienced in 2006 through 2011, could adversely affect JBGL’s business, results of operations and stockholder’s equity.

The residential homebuilding industry is cyclical and is highly sensitive to changes in general economic conditions such as levels of employment, consumer confidence and income, availability of financing for acquisitions, construction and permanent mortgages, interest rate levels, inflation and demand for housing. Since early 2006, the U.S. housing market has been negatively impacted by declining consumer confidence, restrictive mortgage standards and large supplies of foreclosures, resales and new homes, among other factors. When combined with a prolonged economic downturn, high unemployment levels, increases in the rate of inflation and uncertainty in the U.S. economy, these conditions have contributed to decreased demand for housing, declining sales prices and increasing pricing pressure. While national data indicate that the overall demand for new homes improved during 2012 and 2013, in the event that the current recovery stalls or reverses and these economic and business trends continue or decline further, JBGL could experience declines in the market value of its inventory and demand for its lots, homes and construction loans, which could have a material adverse effect on its business, prospects, liquidity, financial condition and results of operations.

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JBGL’s operating performance is subject to risks associated with the real estate industry.

Real estate investments are subject to various risks and fluctuations and cycles in value and demand, many of which are beyond JBGL’s control. Certain events may decrease cash available for operations, as well as the value of JBGL’s real estate assets. These events include, but are not limited to:

In addition, periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in the purchase of homes or an increased incidence of home order cancellations. If JBGL cannot successfully implement its business strategy, its business, prospects, liquidity, financial condition and results of operations will be adversely affected.

Further, acts of war, any outbreak or escalation of hostilities between the United States and any foreign power or acts of terrorism may cause disruption to the U.S. economy, or the local economies of the markets in which JBGL operates, cause shortages of building materials, increase costs associated with obtaining building materials, result in building code changes that could increase costs of construction, affect job growth and consumer confidence or cause economic changes that JBGL cannot anticipate, all of which could reduce demand for JBGL’s lots, homes and construction loans and adversely impact its business, prospects, liquidity, financial condition and results of operations.

JBGL’s business and financial results could be adversely affected by significant inflation or deflation.

Inflation can adversely affect JBGL’s homebuilding operations by increasing costs of land, financing, materials, labor and construction. While JBGL attempts to pass on cost increases to customers through increased prices, in a weak housing market, JBGL may not be able to offset cost increases with higher selling prices. In addition, significant inflation is often accompanied by higher interest rates, which have a negative impact on housing demand. In a highly inflationary environment, depending on industry and other economic conditions, JBGL may be precluded from raising home prices enough to keep up with the rate of inflation, which could reduce its profit margins. Moreover, with inflation, the costs of capital increase and the purchasing power of JBGL’s cash resources could decline. Current or future efforts by the government to stimulate the economy may increase the risk of significant inflation and its adverse impact on JBGL’s business or financial results.

Alternatively, a significant period of deflation could cause a decrease in overall spending and borrowing levels. This could lead to a further deterioration in economic conditions, including an increase in the rate of unemployment. Deflation could also cause the value of JBGL’s inventories to decline or reduce the value of existing homes below the related mortgage loan balance, which could potentially increase the supply of existing homes and have a negative impact on JBGL’s results of operations.

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JBGL is dependent on the continued availability and satisfactory performance of subcontractors, which, if unavailable, could have a material adverse effect on its business.

JBGL and its homebuilding subsidiaries conduct their land development and construction operations only as a general contractor. Virtually all land development and construction work is performed by unaffiliated third-party subcontractors. As a consequence, the timing and quality of the development of JBGL’s land and the construction of its homes depends on the availability and skill of its subcontractors. There may not be sufficient availability of and satisfactory performance by these unaffiliated third-party subcontractors in the markets in which JBGL operates. In addition, inadequate subcontractor resources could have a material adverse effect on JBGL’s business.

JBGL has recently experienced labor shortages and increased labor costs in both the DFW and Atlanta markets. These labor shortages have resulted in higher wages for subcontractors, construction workers frequently moving between jobs for higher pay, increased prices and delays in projects.

Labor and raw material shortages and price fluctuations could delay or increase the cost of land development and home construction, which could materially and adversely affect JBGL.

The residential construction industry experiences labor and raw material shortages from time to time, including shortages in qualified tradespeople and supplies of insulation, drywall, cement, steel and lumber. These labor and raw material shortages can be more severe during periods of strong demand for housing or if either of the regions in which JBGL operates experiences a natural disaster that has a significant impact on existing residential and commercial structures. The cost of labor and raw materials may also be adversely affected during periods of shortage or high inflation. During the recent economic downturn, a large number of qualified tradespeople went out of business or otherwise exited the market in the DFW and Atlanta regions. This reduction in available tradespeople exacerbated labor shortages as demand for new housing increased in these markets. Shortages and price increases could cause delays in, and increase JBGL’s costs of, land development and home construction, which in turn could have a material adverse effect on its business, prospects, liquidity, financial condition and results of operations.

Failure to recruit, retain and develop highly skilled, competent employees may have a material adverse effect on JBGL’s business and results of operations.

Key employees, including management team members at both the corporate and homebuilder subsidiary levels, are fundamental to JBGL’s ability to obtain, generate and manage opportunities. If any of the management team members were to cease employment with JBGL, its results of operations could suffer. JBGL’s ability to retain its management team or to attract suitable replacements should any members of its management team leave is dependent on the competitive nature of the employment market. The loss of services from key management team members or a limitation in their availability could materially and adversely impact JBGL’s business, prospects, liquidity, financial condition and results of operations. Further, such a loss could be negatively perceived in the capital markets. In addition, JBGL does not maintain key person insurance in respect of any member of its senior management team.

In addition, key employees working in the land development, homebuilding and construction industries are highly sought after. Experienced employees in the homebuilding, land acquisition and construction industries are fundamental to JBGL’s ability to generate, obtain and manage opportunities. In particular, local knowledge and relationships are critical to JBGL’s ability to source attractive land acquisition opportunities. Failure to attract and retain such personnel or to ensure that their experience and knowledge is not lost when they leave the business through retirement, redundancy or otherwise may adversely affect the standards of JBGL’s service and may have an adverse impact on its business, financial conditions and results of operations.

JBGL’s long-term success depends on its ability to acquire undeveloped land, partially-finished developed lots and finished lots suitable for residential homebuilding at reasonable prices, in accordance with its land investment criteria.

The homebuilding industry is highly competitive for suitable land and the risk inherent in purchasing and developing land increases as consumer demand for housing increases. The availability of finished and partially-finished developed lots and undeveloped land for purchase that meet JBGL’s investment criteria

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depends on a number of factors outside its control, including land availability in general, competition with other homebuilders and land buyers, inflation in land prices, zoning, allowable housing density, the ability to obtain building permits and other regulatory requirements. Should suitable land or lots become more difficult to locate or obtain, the number of lots JBGL may be able to develop and sell could decrease, the number of homes JBGL may be able to build and sell could be reduced and the cost of land could increase, perhaps substantially, which could adversely impact JBGL’s results of operations.

As competition for suitable land increases, the cost of acquiring both finished and undeveloped lots and the cost of developing owned land could rise and the availability of suitable land at acceptable prices may decline, which could adversely impact JBGL’s financial results. The availability of suitable land assets could also affect the success of JBGL’s land acquisition strategy, which may impact its ability to increase the number of actively selling communities, to grow its revenues and margins and to achieve or maintain profitability.

If JBGL is unable to develop communities successfully or within expected timeframes, JBGL’s results of operations could be adversely affected.

Before a community generates any revenue, time and material expenditures are required to acquire and prepare land, finish and entitle lots, obtain development approvals, pay taxes and construct significant portions of project infrastructure, amenities, model homes and sales facilities. It can take several years from the time that JBGL acquires control of a property to the time that JBGL makes its first home sale on the site. Delays in the development of communities expose JBGL to the risk of changes in market conditions for homes. A decline in JBGL’s ability to develop and market its communities successfully and to generate positive cash flow from these operations in a timely manner could have a material adverse effect on JBGL’s business and results of operations and on JBGL’s ability to service its debt and to meet its working capital requirements.

Because real estate investments are relatively illiquid, JBGL’s ability to promptly sell one or more properties for reasonable prices in response to changing economic, financial and investment conditions may be limited and it may be forced to hold non-income producing properties for extended periods of time.

Real estate investments are relatively difficult to sell quickly. As a result, JBGL’s ability to promptly sell one or more properties in response to changing economic, financial and investment conditions is limited and it may be forced to hold non-income producing assets for an extended period of time. JBGL cannot predict whether it will be able to sell any property for the price or on the terms that it sets or whether any price or other terms offered by a prospective purchaser would be acceptable to it. JBGL also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property.

JBGL depends on the success of its controlled homebuilding subsidiaries.

JBGL participates in the homebuilding business through subsidiaries in which it owns a 50% controlling interest, which we refer to as its “builders.” JBGL has entered into arrangements with these builders in order to take advantage of the local knowledge and relationships of the builders, acquire attractive land positions and brand images, manage its risk profile and leverage its capital base. The viability of JBGL’s participation in the homebuilding business depends on its ability to maintain good relationships with its builders. JBGL’s builders are focused on maximizing the value of their operations and working with a partner that can help them be successful. The effectiveness of JBGL’s management, the value of its expertise and the rapport it maintains with its builders are important factors for new builders considering doing business with JBGL and may affect JBGL’s ability to attract customers, subcontractors, employees or others upon whom its business, financial condition and results of operations ultimately depend. Further, JBGL’s relationships with its builders generate additional business opportunities that support its growth. If JBGL is unable to maintain good relationships with its builders, it may be unable to fully take advantage of existing agreements or expand its relationships with these builders. Additionally, JBGL’s opportunities for developing new relationships with additional builders may be adversely impacted.

JBGL sells lots to its builders for their homebuilding operations and provides them loans to finance home construction. If JBGL’s builders fail to successfully execute their business strategies for any reason, they may be unable to purchase lots from JBGL, repay outstanding construction finance loans made by JBGL or borrow from JBGL in the future, any of which could negatively impact JBGL’s business, financial condition and results of operations.

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If JBGL is required to either repurchase or sell a substantial portion of the equity interest in its controlled homebuilding subsidiaries, JBGL’s capital resources and financial condition could be adversely affected.

The operating agreements governing two of JBGL’s controlled homebuilding subsidiaries contain buy-sell provisions that may be triggered in certain circumstances. In the event that a buy-sell event occurs, JBGL’s builder will have the right to initiate a buy-sell process, which may happen at an inconvenient time for JBGL. In the event the buy-sell provisions are exercised at a time when JBGL lacks sufficient capital to purchase the remaining equity interest, JBGL may elect to sell its equity interest in the entity. If JBGL is forced to sell its equity interest, it will no longer benefit from the future operations of the applicable entity. If a buy-sell provision is exercised and JBGL elects to purchase the interest in an entity that it does not already own, JBGL may be obligated to expend significant capital in order to complete such acquisition, which may result in JBGL being unable to pursue other investments or opportunities. If either of these events occurs, JBGL’s revenue and net income could decline or JBGL may not have sufficient capital necessary to implement its growth strategy.

JBGL’s geographic concentration could materially and adversely affect it if the homebuilding industry in its current markets should decline.

JBGL’s business strategy is focused on the development of land, the issuance of construction finance loans and the design, construction and sale of single-family detached and attached homes in the DFW and Atlanta markets, as well as the eventual entry into other geographic markets. In DFW, JBGL principally operates in the counties of Dallas, Collin and Denton. In Atlanta, it principally operates in the counties of Fulton, Gwinnett, Cobb, Forsyth and Dekalb. Because JBGL’s operations are concentrated in these areas, a prolonged economic downturn in one or more of these areas could have a material adverse effect on its business, prospects, liquidity, financial condition and results of operations, and a disproportionately greater impact on JBGL than other homebuilders with more diversified operations. Further, slower rates of population growth or population declines in the DFW or Atlanta markets, especially as compared to the high population growth rates in prior years, could affect the demand for housing, causing home prices in these markets to fall and adversely affect JBGL’s business, financial condition and results of operations.

JBGL’s developments are subject to extensive government regulation, which could cause it to incur significant liabilities or restrict its business activities.

JBGL’s developments are subject to numerous local, state, federal and other statutes, ordinances, rules and regulations concerning zoning, development, building design, construction and similar matters that impose restrictive zoning and density requirements, the result of which is to limit the number of homes that can be built within the boundaries of a particular area. Projects that are not entitled may be subjected to periodic delays, changes in use, less intensive development or elimination of development in certain specific areas due to government regulations. JBGL may also be subject to periodic delays or may be precluded entirely from developing in certain communities due to building moratoriums or “slow-growth” or “no-growth” initiatives that could be implemented in the future. Local governments also have broad discretion regarding the imposition of development and service fees for projects in their jurisdiction. Projects for which JBGL has received land use and development entitlements or approvals may still require a variety of other governmental approvals and permits during the development process and can also be impacted adversely by unforeseen health, safety and welfare issues, which can further delay these projects or prevent their development. As a result, lot and home sales could decline and costs could increase, which could have a material adverse effect on JBGL’s business, prospects, liquidity, financial condition and results of operations.

If the market value of JBGL’s land and homes drops significantly, its profits would decrease.

The market value of land, building lots and housing inventories can fluctuate significantly as a result of changing market conditions, and the measures JBGL employs to manage inventory risk may not be adequate to insulate its operations from a severe drop in inventory values. JBGL acquires land for replacement of land inventory and expansion within its current markets, and may in the future acquire land for expansion into new markets. If housing demand decreases below what JBGL anticipated when it acquired its inventory, it may not be able to generate profits consistent with those it has generated in the past and it may not be able to recover its costs when it sells lots and homes. When market conditions are such that land values are not appreciating,

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option arrangements previously entered into may become less desirable, at which time JBGL may elect to forego deposits and pre-acquisition costs and terminate such arrangements. In the face of adverse market conditions, JBGL may have substantial inventory carrying costs, may have to write down its inventory to its fair value in accordance with generally accepted accounting principles and/or may have to sell land or homes at a loss. Any material write-downs of assets, or sales at a loss, could have a material adverse effect on JBGL’s business, prospects, liquidity, financial condition and results of operations.

The terms and availability of mortgage financing can affect consumer demand for homes and the ability of consumers to complete the purchase of a home. Because most of JBGL’s homebuyers, and the homebuyers of those entities to whom JBGL sells lots, finance the purchase of their homes, unfavorable terms in, or the unavailability of, mortgage financing could materially and adversely affect JBGL.

JBGL’s business depends on the ability of its homebuyers, as well as the ability of those who buy homes from the homebuilding entities to which JBGL sells lots (JBGL’s “homebuilding customers”), to obtain financing for the purchase of their homes. Many of these homebuyers must sell their existing homes in order to buy a home from JBGL or its homebuilding customers. Since 2009, the U.S. residential mortgage market as a whole has experienced significant instability due to, among other things, defaults on subprime and other loans, resulting in the declining market value of such loans. In light of these developments, lenders, investors, regulators and other third parties questioned the adequacy of lending standards and other credit requirements for several loan programs made available to borrowers in recent years. This has led to tightened credit requirements and an increase in indemnity claims for mortgages. Deterioration in credit quality among subprime and other nonconforming loans has caused most lenders to eliminate subprime mortgages and most other loan products that do not conform to Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal Housing Administration (the “FHA”) or Veterans Administration (the “VA”) standards. Fewer loan products and tighter loan qualifications, in turn, make it more difficult for a borrower to finance the purchase of a new home or the purchase of an existing home from a potential “move-up” buyer who wishes to purchase a home from JBGL or its homebuilding customers. If potential buyers of JBGL’s or its homebuilding customers’ homes, or the buyers of those potential buyers’ existing homes, cannot obtain suitable financing, JBGL’s business, prospects, liquidity, financial condition and results of operations could be materially and adversely affected.

Interest rate increases or changes in federal lending programs or other regulations could lower demand for JBGL’s lots, homes and construction finance loans, which could materially and adversely affect its business and results of operations.

Rising interest rates, decreased availability of mortgage financing or of certain mortgage programs, higher down payment requirements or increased monthly mortgage costs may lead to reduced demand for JBGL’s homes, lots and construction loans. Increased interest rates can also hinder JBGL’s ability to realize its backlog because certain of its home purchase contracts provide customers with a financing contingency. Financing contingencies allow customers to cancel their home purchase contracts in the event that they cannot arrange for adequate financing. As a result, rising interest rates can decrease JBGL’s home sales and mortgage originations. Any of these factors could have a material adverse effect on JBGL’s business, prospects, liquidity, financial condition and results of operations.

In addition, as a result of the turbulence in the credit markets and mortgage finance industry, the federal government has taken on a significant role in supporting mortgage lending through its conservatorship of Fannie Mae and Freddie Mac, both of which purchase home mortgages and mortgage-backed securities originated by mortgage lenders, and its insurance of mortgages originated by lenders through the FHA and the VA. The availability and affordability of mortgage loans, including consumer interest rates for such loans, could be adversely affected by a curtailment or cessation of the federal government’s mortgage-related programs or policies. The FHA may continue to impose stricter loan qualification standards, raise minimum down payment requirements, impose higher mortgage insurance premiums and other costs and/or limit the number of mortgages it insures. Due to growing federal budget deficits, the U.S. Treasury may not be able to continue supporting the mortgage-related activities of Fannie Mae, Freddie Mac, the FHA and the VA at present levels, or it may revise significantly the federal government’s participation in and support of the residential mortgage market. Further, in 2013 the Obama administration proposed the wind-down of Fannie

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Mae and Freddie Mac, a proposal recently supported by Julian Castro, the incoming Secretary of Housing and Urban Development. Because the availability of Fannie Mae, Freddie Mac, FHA- and VA-backed mortgage financing is an important factor in marketing and selling many of JBGL’s homes, any limitations, restrictions or changes in the availability of such government-backed financing could reduce JBGL’s home sales, which could have a material adverse effect on its business, prospects, liquidity, financial condition and results of operations.

Furthermore, in July 2010, the Dodd-Frank Act was signed into law. This legislation provides for a number of new requirements relating to residential mortgages and mortgage lending practices, many of which are to be developed further by implementing rules. These include, among others, minimum standards for mortgages and lender practices in making mortgages, limitations on certain fees and incentive arrangements, retention of credit risk and remedies for borrowers in foreclosure proceedings. The effect of these provisions on lending institutions will depend on the rules that are ultimately enacted. These requirements, however, as and when implemented, are expected to reduce the availability of loans to borrowers and/or increase the costs to borrowers to obtain such loans. Any such reduction could result in a decline of JBGL’s home sales, lot sales and construction finance loan portfolio which could materially and adversely affect its business and results of operations.

Any increase in unemployment or underemployment may lead to an increase in the number of loan delinquencies and property repossessions, which would have an adverse impact on JBGL.

The unemployment rate in the United States was 6.2% as of July 2014, according to the U.S. Bureau of Labor Statistics (“BLS”). In addition, the labor force participation rate reported by the BLS has been declining, from 66.2% in January 2008 to 62.9% in July 2014, potentially reflecting an increased number of “discouraged workers” who have left the labor force. People who are not employed, are underemployed, who have left the labor force or are concerned about the loss of their jobs are less likely to purchase new homes, may be forced to try to sell the homes they own and may face difficulties in making required mortgage payments. Therefore, any increase in unemployment or underemployment may lead to an increase in the number of loan delinquencies and property repossessions and have an adverse impact on JBGL both by reducing demand for its homes, lots and construction loans and by increasing the supply of homes for sale.

Any limitation on, or reduction or elimination of, tax benefits associated with owning a home would have an adverse effect on the demand for JBGL’s homes, lots and construction loans, which could be material to its business.

Changes in federal income tax laws may affect demand for new homes. Current tax laws generally permit significant expenses associated with owning a home, primarily mortgage interest expense and real estate taxes, to be deducted for the purpose of calculating an individual’s federal, and in many cases state, taxable income. Various proposals have been publicly discussed to limit mortgage interest deductions and to limit the exclusion of gain from the sale of a principal residence. If such proposals were enacted without offsetting provisions, the after-tax cost of owning a new home would increase for many of JBGL’s potential customers and the potential customers of JBGL’s homebuilding customers. Enactment of any such proposal may have an adverse effect on the homebuilding industry in general, as the loss or reduction of homeowner tax deductions could decrease the demand for new homes.

The occurrence of severe weather or natural disasters could increase JBGL’s operating expenses and reduce its revenues and cash flows.

The climates and geology of the states in which JBGL operates, Georgia and Texas, present increased risks of severe weather and natural disasters. The occurrence of severe weather conditions or natural disasters can delay new home deliveries and lot development, reduce the availability of materials and/or negatively impact the demand for new homes in affected areas. For example, the winter of 2013-2014 brought severe weather conditions in the states in which JBGL operates, including extreme rain in Atlanta and abnormally low temperatures and icy conditions in the DFW region, which hindered land development and delayed home construction.

Further, to the extent that hurricanes, severe storms, earthquakes, tornadoes, droughts, floods, wildfires or other natural disasters or similar events occur, JBGL’s homes under construction or its building lots could be

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damaged or destroyed, which may result in losses exceeding JBGL’s insurance coverage. Any of these events could increase JBGL’s operating expenses, impair its cash flows and reduce its revenues.

High cancellation rates may negatively impact JBGL’s business.

JBGL’s backlog reflects the number and value of homes for which it has entered into non-contingent sales contracts with customers but not yet delivered. (While JBGL may accept sales contracts on a contingent basis in limited circumstances, such contracts are not included in JBGL’s backlog until the contingency is removed.) Although these sales contracts typically require a cash deposit and do not allow for the sale to be contingent on the sale of the customer’s existing home, a customer may in certain circumstances cancel the contract and receive a complete or partial refund of the deposit as a result of local laws or contract provisions. If home prices decline, the national or local homebuilding environment or general economy weakens, JBGL’s neighboring competitors reduce their sales prices (or increase their sales incentives), interest rates increase or the availability of mortgage financing tightens, homebuyers may have an incentive to cancel their contracts with JBGL, even where they might be entitled to no refund or only a partial refund. Significant cancellations could have a material adverse effect on JBGL’s business as a result of lost sales revenue and the accumulation of unsold housing inventory.

JBGL may not be able to compete effectively against competitors in the homebuilding, land development and financial services industries.

Competition in the land development and homebuilding industries is intense, and there are relatively low barriers to entry. Land developers and homebuilders compete for, among other things, customers, desirable land parcels, financing, raw materials and skilled labor. Increased competition could hurt JBGL’s business, as it could prevent JBGL from acquiring attractive land parcels for development and resale or homebuilding (or make such acquisitions more expensive), hinder JBGL’s market share expansion and lead to pricing pressures that adversely impact its margins and revenues. If JBGL is unable to compete successfully, its business, prospects, liquidity, financial condition and results of operations could be materially and adversely affected. JBGL’s competitors may independently develop land and construct housing units that are superior or substantially similar to its products. Furthermore, a number of JBGL’s primary competitors are significantly larger, have a longer operating history and may have greater resources or lower cost of capital than JBGL’s. Accordingly, they may be able to compete more effectively in one or more of the markets in which JBGL operates. Many of these competitors also have longstanding relationships with subcontractors and suppliers in the markets in which JBGL operates. JBGL’s homebuilding business also competes for sales with individual resales of existing homes and with available rental housing.

JBGL’s construction financing business competes with other lenders, including national, regional and local banks and other financial institutions, some of which have greater access to capital or different lending criteria and may be able to offer more attractive financing to potential customers.

JBGL’s future growth may include additional strategic investments, joint ventures, partnerships and/or acquisitions of companies that may not be as successful as JBGL anticipates and could disrupt its ongoing businesses and adversely affect its operations.

JBGL’s investments in its homebuilding subsidiaries have contributed to its historical growth and similar investments may be a component of its growth strategy in the future. JBGL may make additional strategic investments, enter into new joint venture or partnership arrangements or acquire businesses, some of which may be significant. These endeavors may involve significant risks and uncertainties, including distraction of management from current operations, significant start-up costs, insufficient revenues to offset expenses associated with these new investments and inadequate return of capital on these investments, any of which may adversely affect JBGL’s financial condition and results of operations. JBGL’s failure to successfully identify and manage future investments, joint ventures, partnerships or acquisitions could harm its results of operations.

JBGL may be unable to obtain suitable bonding for the development of its housing projects.

JBGL is often required to provide bonds to governmental authorities and others to ensure the completion of its projects. As a result of market conditions, surety providers have been reluctant to issue new bonds and

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some providers are requesting credit enhancements (such as cash deposits or letters of credit) in order to maintain existing bonds or to issue new bonds. If JBGL is unable to obtain required bonds for its future projects, or if it is required to provide credit enhancements with respect to its current or future bonds, its business, prospects, liquidity, financial condition and results of operations could be materially and adversely affected.

Difficulty in obtaining sufficient capital could result in an inability to acquire land for JBGL’s developments or increased costs and delays in the completion of development projects.

The homebuilding industry is capital-intensive and requires significant up-front expenditures to acquire land parcels and begin development. If internally generated funds are not sufficient, JBGL may seek additional capital in the form of equity or debt financing from a variety of potential sources, including additional bank financings and/or securities offerings. The availability of borrowed funds, especially for land acquisition and construction financing, may be greatly reduced nationally, and the lending community may require increased amounts of equity to be invested in a project by borrowers in connection with both new loans and the extension of existing loans. The credit and capital markets have recently experienced significant volatility. If JBGL is required to seek additional financing to fund its operations, continued volatility in these markets may restrict JBGL’s flexibility to access such financing. If JBGL is not successful in obtaining sufficient capital to fund its planned capital and other expenditures, it may be unable to acquire land for its housing developments and/or to develop the housing. Any difficulty in obtaining sufficient capital for planned development expenditures could also cause project delays and any such delay could result in cost increases. Any one or more of the foregoing events could have a material adverse effect on JBGL’s business, prospects, liquidity, financial condition and results of operations.

JBGL is subject to environmental laws and regulations, which may increase its costs, limit the areas in which it can build homes and develop land and delay completion of its projects.

JBGL is subject to a variety of local, state, federal and other statutes, ordinances, rules and regulations concerning the environment. The particular environmental laws that apply to any given homebuilding or development site vary according to multiple factors, including the site’s location, its environmental conditions and the present and former uses of the site, as well as adjoining properties. Environmental laws and conditions may result in delays, may cause JBGL to incur substantial compliance and other costs and can prohibit or severely restrict homebuilding and land development activity in environmentally sensitive regions or areas. In addition, in those cases where an endangered or threatened species is involved, environmental rules and regulations can result in the restriction or elimination of development in identified environmentally sensitive areas. From time to time, the United States Environmental Protection Agency (the “EPA”) and similar federal or state agencies review homebuilders’ compliance with environmental laws and may levy fines and penalties for failure to comply strictly with applicable environmental laws or impose additional requirements for future compliance as a result of past failures. Any such actions taken with respect to JBGL may increase its costs. Further, JBGL expects that increasingly stringent requirements will be imposed on homebuilders and land developers in the future. Environmental regulations can also have an adverse impact on the availability and price of certain raw materials such as lumber.

Under various environmental laws, current or former owners of real estate, as well as certain other categories of parties, may be required to investigate and clean up hazardous or toxic substances or petroleum product releases, and may be held liable to a governmental entity or to third parties for related damages, including for bodily injury, and for investigation and clean-up costs incurred by such parties in connection with the contamination.

A major health and safety incident relating to JBGL’s business could be costly in terms of potential liabilities and reputational damage.

Building sites are inherently dangerous, and operating in the homebuilding and land development industries poses certain inherent health and safety risks. Due to health and safety regulatory requirements and the number of projects JBGL works on, health and safety performance is critical to the success of all areas of its business. Any failure in health and safety performance may result in penalties for non-compliance with relevant regulatory requirements, and a failure that results in a major or significant health and safety incident

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is likely to be costly in terms of potential liabilities incurred as a result. Such a failure could generate significant negative publicity and have a corresponding impact on JBGL’s reputation, its relationships with relevant regulatory agencies or governmental authorities and its ability to attract employees, subcontractors and customers, which in turn could have a material adverse effect on its business, financial condition and results of operations.

Poor relations with the residents of its communities, or with local real estate agents, could negatively impact JBGL’s home sales, which could cause its revenues or results of operations to decline.

Residents of communities JBGL develops rely on it to resolve issues or disputes that may arise in connection with the operation or development of their communities. Efforts made by JBGL to resolve these issues or disputes could be deemed unsatisfactory by the affected residents and subsequent actions by these residents could adversely affect sales or JBGL’s reputation. In addition, JBGL could be required to make material expenditures related to the settlement of such issues or disputes or to modify its community development plans, which could adversely affect its results of operations.

Most of JBGL’s homebuying customers engage local real estate agents that are unaffiliated with JBGL in connection with their search for a new home. If JBGL does not maintain good relations with, and a good reputation among, these real estate agents, the agents may not encourage consumers to consider, or may actively discourage consumers from considering, JBGL’s communities, which could adversely affect its results of operations.

Information technology failures and data security breaches could harm JBGL’s business.

JBGL uses information technology and other computer resources to carry out important operational and marketing activities, as well as to maintain its business records, including information provided by its customers. Many of these resources are provided to JBGL and/or maintained on its behalf by third-party service providers pursuant to agreements that specify certain security and service level standards. JBGL’s ability to conduct its business may be impaired if these resources are compromised, degraded, damaged or fail, whether due to a virus or other harmful circumstance, intentional penetration or disruption of JBGL’s information technology resources by a third party, natural disaster, hardware or software corruption or failure or error (including a failure of security controls incorporated into or applied to such hardware or software), telecommunications system failure, service provider error or failure, intentional or unintentional personnel actions (including the failure to follow JBGL’s security protocols) or lost connectivity to networked resources. A significant and extended disruption in the functioning of these resources could damage JBGL’s reputation and cause it to lose customers, sales and revenue.

Product liability claims and litigation and warranty claims that arise in the ordinary course of business may be costly, which could adversely affect JBGL’s business.

As a homebuilder, JBGL is subject to construction defect and home warranty claims arising in the ordinary course of business. These claims are common in the homebuilding industry and can be costly. In addition, the costs of insuring against construction defect and product liability claims are high, and the amount of coverage offered by insurance companies is currently limited. This coverage may be further restricted and become more costly. If the limits or coverages of JBGL’s current and former insurance programs prove inadequate, or it is not able to obtain adequate, or reasonably priced, insurance against these types of claims in the future, or the amounts currently provided for future warranty or insurance claims are inadequate, JBGL may experience losses that could negatively impact its financial results.

JBGL’s business is seasonal in nature, so its quarterly results of operations may fluctuate.

Historically, the homebuilding industry experiences seasonal fluctuations in quarterly results of operations and capital requirements. JBGL typically experiences the highest new home order activity in spring and summer, although this activity is also highly dependent on the number of active selling communities, timing of new community openings and other market factors. Since it typically takes four to six months to construct a new home, JBGL delivers more homes in the second half of the year as spring and summer home orders convert to home deliveries. Because of this seasonality, homes starts, construction costs and related cash outflows have historically been highest in the second and third quarters, and the majority of cash receipts from home deliveries occurs during the second half of the year. JBGL expects this seasonal pattern to continue over the long-term, although it may also be affected by volatility in the homebuilding industry.

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Additionally, weather-related problems may occur in the late winter and early spring, delaying starts or closings or increasing costs and reducing profitability. In addition, delays in opening new communities or new sections of existing communities could have an adverse impact on home sales and revenues. Expenses are not incurred and recognized evenly throughout the year. Because of these factors, JBGL’s quarterly results of operations may be uneven and may be marked by lower revenues and earnings in some quarters than in others.

Utility and resource shortages or rate fluctuations could have an adverse effect on JBGL’s operations.

The markets in which JBGL operates may in the future be subject to utility and resource shortages, including significant changes to the availability of electricity and water. Shortages of natural resources in JBGL’s markets, particularly of water, may make it more difficult for JBGL to obtain regulatory approval of new developments. JBGL has also experienced material fluctuations in utility and resource costs across its markets, and it may incur additional costs and may not be able to complete construction on a timely basis if such fluctuations arise. JBGL’s lumber inventory is particularly sensitive to these shortages. Furthermore, these shortages and rate fluctuations may adversely affect the regional economies in which JBGL operates, which may reduce demand for its homes, lots and construction loans and negatively affect its business and results of operations.

JBGL’s business and financial results could be adversely affected by the failure of persons who act on its behalf to comply with applicable regulations and guidelines.

Although JBGL expects all of its employees, officers and directors to comply at all times with all applicable laws, rules and regulations, there may be instances in which subcontractors or others through whom it does business engage in practices that do not comply with applicable regulations or guidelines. Should JBGL learn of practices relating to homes it builds, lots it develops or financing it provides that do not comply with applicable regulations or guidelines, it would move actively to stop the non-complying practices as soon as possible and would take disciplinary action with regard to employees who were aware of the practices and did not take steps to address them, including in some instances terminating their employment. However, regardless of the steps JBGL takes after it learns of practices that do not comply with applicable regulations or guidelines, JBGL can in some instances be subject to fines or other governmental penalties, and its reputation can be injured, due to the practices’ having taken place.

JBGL may become subject to litigation, which could materially and adversely affect JBGL.

In the future, JBGL may become subject to litigation, including claims relating to JBGL’s operations and otherwise in the ordinary course of business. Some of these claims may result in significant defense costs and potentially significant judgments against JBGL, some of which are not, or cannot be, insured against. JBGL generally intends to vigorously defend itself. However, JBGL cannot be certain of the ultimate outcomes of any claims that may arise in the future. Resolution of these types of matters may result in JBGL having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments and settlements exceed insured levels, could adversely impact JBGL’s earnings and cash flows, thereby materially and adversely affecting JBGL. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of JBGL’s insurance coverage, which could materially and adversely impact JBGL, expose JBGL to increased risks that would be uninsured, and materially and adversely impact JBGL’s ability to attract directors and officers.

JBGL may suffer uninsured losses or suffer material losses in excess of insurance limits.

JBGL could suffer physical damage to property and liabilities resulting in losses that may not be fully recoverable by insurance. In addition, certain types of risks, such as personal injury claims, may be, or may become in the future, either uninsurable or not economically insurable, or may not be currently or in the future covered by JBGL’s insurance policies or otherwise be subject to significant deductibles or limits. Should an uninsured loss or a loss in excess of insured limits occur or be subject to deductibles, JBGL could sustain financial loss or lose capital invested in the affected property as well as anticipated future income from that property. In addition, JBGL could be liable to repair damage or meet liabilities caused by risks that are uninsured or subject to deductibles. JBGL may be liable for any debt or other financial obligations related to affected property. Material losses or liabilities in excess of insurance proceeds may occur in the future.

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The requirements of being a public company may strain JBGL’s resources and distract its management, which could make it difficult to manage its business.

JBGL has been a privately-held company since it began operations in 2008. Following the consummation of the Acquisition and the related Transactions described herein, JBGL will be required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements will be time-consuming and will result in increased costs to JBGL and could have a negative effect on its business, financial condition and results of operations.

As a public company, JBGL will be subject to the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act of 2002 (as amended, the “Sarbanes-Oxley Act”). These requirements may place a strain on JBGL’s system and resources. The Exchange Act requires that JBGL file annual, quarterly and current reports with respect to its business and financial condition. The Sarbanes-Oxley Act requires that JBGL maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of its disclosure controls and procedures, JBGL may need to commit significant resources, hire additional staff and provide additional management oversight. JBGL will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining its growth also may require JBGL to commit additional management, operational and financial resources to identify new professionals to join JBGL and to maintain appropriate operation and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on JBGL’s business, financial condition and results of operations.

JBGL has identified material weaknesses in its internal control over financial reporting. Failure to establish and maintain effective internal control over financial reporting could have an adverse effect on JBGL’s business and results of operations.

Maintaining effective internal control over financial reporting is necessary for JBGL to produce reliable financial reports and is important in helping to prevent financial fraud. During the financial statement audit procedures conducted in connection with the preparation of JBGL’s combined and consolidated financial statements included in this proxy statement, JBGL management and Grant Thornton, LLP, JBGL’s independent registered public accounting firm, identified material weaknesses in JBGL’s internal control over financial reporting. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of JBGL’s annual or interim financial statements will not be prevented or detected on a timely basis.

There can be no assurance that JBGL will be able to remediate these material weaknesses or that additional material weaknesses or significant deficiencies in JBGL’s internal control over financial reporting will not be identified in the future. Any failure to remediate material weaknesses or significant deficiencies noted by JBGL or its independent registered public accounting firm or to implement required new or improved controls or difficulties encountered in their implementation could cause JBGL to fail to meet its reporting obligations, result in material misstatements in its financial statements, result in harm to JBGL’s business and could cause investors to lose confidence in its reported financial information. The foregoing may result in a material adverse effect on JBGL’s business, prospects, liquidity, financial condition and results of operations and a decline in the trading price of the common stock. Failure to comply with Section 404 of the Sarbanes-Oxley Act and the related rules of the SEC could potentially subject JBGL to sanctions or investigations by the SEC, the Financial Industry Regulatory Authority or other regulatory authorities.

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INFORMATION ABOUT THE ANNUAL MEETING

This proxy statement is being furnished on or about September 18, 2014 to the holders of Common Stock and Class B Common Stock in connection with the solicitation by the Board of proxies to be voted at the 2014 Annual Meeting of Stockholders.

Date, Time and Place

The Annual Meeting will be held on October 17, 2014, at 10:00 a.m. local time, at the Company’s executive offices at 1600 Broadway, Suite 1740, Denver, Colorado.

If you plan to attend the Annual Meeting, please note that you will need to present government-issued identification showing your name and photograph (i.e., a driver’s license or passport), and, if you are an institutional investor, professional evidence showing your representative capacity for such entity, in each case to be verified against our stockholder list as of the Record Date for the meeting. In addition, if your shares are held in the name of a bank, broker or other nominee, you will need a valid proxy from such entity or a recent brokerage statement or letter from such entity reflecting your stock ownership as of the Record Date for the meeting.

Purpose of the Annual Meeting

The Annual Meeting is being held for the following purposes:

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Approval of the Special Committee and Recommendations of the Board

The Special Committee and the Board (other than Mr. Einhorn) reviewed and considered the terms and conditions of the Transaction Agreement and the Transactions. The Special Committee unanimously determined that the Transaction Documents (other than the Brickman Employment Agreement, which the Special Committee directed to the Board (other than Mr. Einhorn) and the Compensation Committee of the Board) and the Transactions are fair to and in the best interests of the Company and its stockholders (other than Greenlight), declared the Transaction Documents (other than the Brickman Employment Agreement, which was unanimously approved by the Compensation Committee and the Board, other than Mr. Einhorn) and the Transactions to be advisable and recommended that the Board adopt the Transaction Agreement, approve the Transactions, submit the Transaction Agreement and the Transactions to a vote at a meeting of the stockholders of the Company and recommend that the stockholders of the Company vote their shares in favor of adopting the Transaction Agreement and approving the Transactions. Based on the unanimous recommendation of the Special Committee, the Board unanimously (other than Mr. Einhorn, who abstained) adopted the Transaction Agreement and approved the Transactions and declared the Transaction Agreement and the Transactions to be advisable and in the best interests of the Company and its stockholders (other than Greenlight).

Accordingly, the Board, based on the unanimous recommendations of the Special Committee, recommends that you vote “FOR” Proposals 1 through 7. Approval of Proposals 1 through 5 and Proposal 7 by the requisite stockholders is a condition to the Closing contemplated by the Transaction Agreement.

Quorum

The Bylaws of the Company provide that the holders of a majority of the votes entitled to be cast by the stockholders entitled to vote generally, present in person or represented by proxy, constitute a quorum at any meeting of the Company’s stockholders. However, if any vote will be taken by classes or series of the Company’s stock, the holders of a majority of the votes entitled to be cast by the stockholders of a particular class or series, present in person or represented by proxy, constitute a quorum of such class or series. Consideration and approval of Proposals 1 through 15 will require a quorum of the holders of a majority of the votes entitled to be cast by the holders of the Common Stock and the Class B Common Stock. Consideration and approval of Proposal 6 will also require a quorum of the holders of a majority of the votes entitled to be cast by the holders of the Class B Common Stock.

Abstentions will be counted for purposes of determining the presence of a quorum. Failures to vote will not be counted for purposes of determining the presence of a quorum. For the avoidance of doubt, if a stockholder submits a properly executed proxy to the Company but the proxy does not indicate how it should be voted on any or all of the Proposals, then the persons named as proxies will vote in accordance with the recommendation of the Board for each such Proposal, the vote will count for purposes for determining of the presence of a quorum and the vote will not be considered a failure to vote. “Broker non-votes” will be counted for purposes of determining the presence of a quorum.

A “broker non-vote” occurs when (i) your shares are held by a broker, bank or other nominee exercising fiduciary powers (typically referred to as being held in “street name”) and (ii) a broker, bank or other nominee submits a proxy card for your shares of the Common Stock held in street name, but does not vote on a particular proposal because the broker, bank or other nominee has not received voting instructions from you and does not have the authority to vote on that matter without instructions.

Under the Nasdaq Listing Rules, brokers who hold shares in street name have the discretionary authority to vote on certain “routine” matters when they have not received instructions from beneficial owners. For purposes of the Annual Meeting, the ratification of the appointment of the independent registered public

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accounting firm (Proposal 14) is considered a routine matter. All other Proposals to be considered at the Annual Meeting are not considered “routine” matters. Broker non-votes will be excluded from the tabulation of votes cast in respect of Proposals 1, 3, 8 through 13 and 15, and therefore will have no effect on the vote of any of those Proposals except with the respect of the approval of “routine” matters. Broker non-votes in respect of Proposals 2 and 4 through 7 will have the same effect as a vote “AGAINST” such Proposals. In respect of Proposal 14, the relevant broker, bank or other nominee has the discretionary authority to vote on such Proposal in the event such broker, bank or other nominee has not received instructions from beneficial owners. Should the broker, bank or other nominee choose to not vote in respect of Proposal 14, then such broker non-votes will be excluded from the tabulation of votes cast and therefore will have no effect on the vote of Proposal 14.

In the event that a quorum is not present at the Annual Meeting, or if there are insufficient votes to adopt the Transaction Agreement and to approve the Transactions at the time of the Annual Meeting, we expect that the Annual Meeting will be adjourned or postponed to solicit additional proxies.

Record Date; Stockholders Entitled to Vote

Only stockholders of record at the close of business on September 15, 2014 may vote at the Annual Meeting. As of the Record Date, there were 5,456,625 shares of Common Stock outstanding, net of 40,481 shares held in treasury, and 780,958 shares of Class B Common Stock outstanding, which together constitute a total of 6,237,583 outstanding voting shares of the Company. Each share of Common Stock and Class B Common Stock is entitled to one vote.

Most stockholders hold shares through a broker, bank or other nominee rather than directly in their own name. There are some distinctions between shares held of record and shares owned beneficially, which are summarized below:

Required Vote

The adoption of the Transaction Agreement and the approval of the Transactions by all holders of Common Stock and Class B Common Stock (Proposal 1) require the affirmative vote of holders of at least a majority of shares of the Common Stock and Class B Common Stock issued, present and voting at the Annual Meeting, voting as a single class. Abstentions, broker non-votes and failures to vote will have no effect on the vote with respect to Proposal 1.

The adoption of the Transaction Agreement and the approval of the Transactions by the holders of the outstanding shares of Common Stock and Class B Common Stock (other than Greenlight) (Proposal 2) require the affirmative vote of holders of at least a majority of the shares of the Common Stock and Class B Common Stock outstanding, voting as a single class, other than those shares of the Common Stock or Class B Common Stock owned by Greenlight. Abstention, broker non-votes and failures to vote will have the effect of a vote “AGAINST” with respect to Proposal 2.

The authorization of the issuance of shares of Common Stock in connection with the Transactions (Proposal 3) requires the affirmative vote of holders of at least a majority of shares of the Common Stock and

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Class B Common Stock issued, present and voting at the Annual Meeting, voting as a single class. Abstentions, broker non-votes and failures to vote will have no effect on the vote with respect to Proposal 3.

The approval of the Authorized Common Stock Amendment (Proposal 4), the approval of the Name Change Amendment (Proposal 5) and the approval of the Section 382 Amendment (Proposal 7) each require the affirmative vote of holders of at least a majority of the outstanding shares of the Common Stock and Class B Common Stock, voting as a single class. Abstentions, broker non-votes and failures to vote will have the effect of a vote “AGAINST” with respect to each of Proposals 4, 5, and 7.

The approval of the Dual Structure Amendment (Proposal 6) requires both the affirmative vote of holders of at least a majority of the outstanding shares of the Common Stock and Class B Common Stock, voting as a single class, and the affirmative vote of holders of at least a majority of the outstanding shares of Class B Common Stock, voting separately as a class. Abstentions, broker non-votes and failures to vote will have the effect of a vote “AGAINST” with respect to Proposal 6.

The stockholder votes on the adoption of the nonbinding transaction-related compensation proposal (Proposal 8) and the nonbinding executive compensation proposal (Proposal 11) require the affirmative vote of holders of at least a majority of shares of the Common Stock and Class B Common Stock issued, present and voting at the Annual Meeting, voting as a single class. The nonbinding transaction-related proposal and the nonbinding executive compensation proposal are advisory votes only and neither of them is binding on the Company, the Board or the Compensation Committee. Abstentions, broker non-votes and failures to vote will have no effect on the vote with respect to Proposals 8 and 11.

The approval of the ratification of the 382 Rights Agreement (Proposal 9), the approval of the Green Brick Partners, Inc. 2014 Omnibus Equity Incentive Plan (Proposal 13) and the approval of any adjournments of the Annual Meeting (Proposal 15) each require the affirmative vote of holders of at least a majority of shares of the Common Stock and Class B Common Stock issued, present and voting at the Annual Meeting. Abstentions, broker non-votes and failures to vote will have no effect on the vote with respect to Proposals 9, 13 or 15.

The election of the seven director nominees to hold office until the 2015 annual meeting of stockholders and the due election and qualification of their respective successors, or such director nominee’s earlier death, removal or resignation, including resignation upon the Closing pursuant to the Transaction Agreement (Proposal 10), will be determined by a plurality vote of the shares present at the Annual Meeting, meaning the director nominee with the most affirmative votes for a particular slot is elected for that slot. The Charter does not permit stockholders to cumulate their votes. You may vote “FOR” all of the director nominees or your vote may be “WITHHELD” with respect to one or more director nominees. Abstentions, broker non-votes and failures to vote will have no effect on the vote with respect to Proposal 10.

The adoption of the nonbinding frequency proposal (Proposal 12) requires the affirmative vote of holders of at least a majority of shares of the Common Stock and Class B Common Stock issued, present and voting at the Annual Meeting, voting as a single class. If none of the frequency alternatives (“ONE YEAR,” “TWO YEARS” or “THREE YEARS”) receives a majority vote, the Company will consider the frequency that receives the highest number of votes by stockholders to be the frequency that has been selected by stockholders. The stockholder vote on this proposal is an advisory vote only and is not binding on the Company, the Board or the Compensation Committee. Abstentions, broker non-votes and failures to vote will have no effect with respect to Proposal 12.

The ratification of our independent registered public accounting firm for 2014 (Proposal 14) requires an affirmative vote of holders of at least a majority of shares of the Common Stock and Class B Common Stock issued, present and voting at the Annual Meeting. Abstentions and failures to vote will have no effect on the vote with respect to Proposal 14. However, for the purposes of the Annual Meeting, the matter addressed by Proposal 14 is considered a “routine” matter. Therefore, in the event of a broker non-vote, such broker, bank or other nominee has discretionary authority to vote on Proposal 14 without instructions. Should a broker, bank or other nominee choose to not vote under these circumstances in respect of Proposal 14, then such broker non-votes will be excluded from the tabulation of votes cast and therefore will have no effect on the vote of Proposal 14.

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Under the Transaction Agreement, the receipt of the required votes for Proposals 1 through 5 and Proposal 7 is a condition to the consummation of the Transactions. Proposals 1 through 5 and Proposal 7 are conditioned on each other. If stockholders fail to approve any of Proposals 1 through 5 or Proposal 7, the Transactions will not occur. Pursuant to the terms of the Transaction Agreement, any of the Company, the Sellers or JBGL may terminate the Transaction Agreement if stockholders fail to approve any of Proposals 1 through 5 or Proposal 7. If the Company or the Sellers or JBGL terminate the Transaction Agreement for this reason, the Company will be obligated to pay all the expenses incurred by the Sellers, JBGL and their respective affiliates in connection with the Transactions up to an amount not to exceed $2 million.

Voting Procedures

Whether or not you plan to attend the Annual Meeting and regardless of the number of shares you own, your careful consideration of, and vote on, the Proposals are appreciated and we encourage you to act promptly to ensure that your shares are represented and voted at the Annual Meeting.

To ensure that your shares are represented and voted at the Annual Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the Annual Meeting in person, using one of the following three methods:

The Internet and telephone proxy submission procedures are designed to authenticate your identity and to allow you to submit a proxy for your shares for the matters before our stockholders as described in this proxy statement and confirm that your voting instructions have been properly recorded.

Proxies submitted by telephone or via the Internet for the matters before our stockholders as described in this proxy statement must be received by 11:59 p.m., Eastern time, on October 16, 2014, or such later time as may be established by the Board.

If you are a stockholder with shares held in “street name,” which means your shares are held in an account at a broker, bank or other nominee you must follow the instructions from your broker, bank or other nominee in order to vote. Without following those instructions, your shares will not be voted, which will have the same effect as a vote “AGAINST” Proposals 2 and 4 through 7. Approvals of Proposals 2, 4, 5 and 7, among others, are conditions to the consummation of the Transactions.

For additional questions about the Transactions, assistance in submitting proxies or voting shares of Common Stock or Class B Common Stock, or to request additional copies of this proxy statement or the enclosed proxy card, please contact D.F. King toll-free at (800) 829-6551.

How Proxies Are Voted

If you complete and submit your proxy card or voting instructions, the persons named as proxies will follow your instructions. If you are a stockholder of record and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies will vote in accordance with the recommendation of the Board for each of the Proposals.

Revocation of Proxies

If you are a stockholder with shares registered in your name, once you have submitted your proxy to vote for the matters before our stockholders as described in this proxy statement, you may revoke it at any time prior to the time it is voted, by providing written notice to the Corporate Secretary that you revoke your

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proxy, by voting in person at the Annual Meeting or by signing a later-dated proxy card and submitting it so that it is received before the Annual Meeting begins. Attending the Annual Meeting will not by itself revoke a proxy unless you specifically revoke your proxy in writing or vote your shares in person at the Annual Meeting. Please note, however, that only your last-dated proxy will count.

If you are a stockholder with shares held in “street name” you should follow the instructions of your broker, bank or other nominee regarding the revocation of proxies. If your broker, bank or other nominee allows you to submit a proxy via the Internet or by telephone, you may be able to change your voting instructions by submitting a new proxy via the Internet or by telephone or by mail. Please note that if your shares are held in the name of a broker, bank or other nominee you must obtain and bring to the Annual Meeting a proxy card issued in your name from the broker, bank or other nominee to be able to vote at the Annual Meeting.

Voting in Person

If you plan to attend the Annual Meeting and vote in person, you will be given a ballot at the Annual Meeting. Please note that admission to the Annual Meeting is limited to the Company’s stockholders as of the Record Date.

For stockholders of record, upon your arrival at the meeting location, you will need to present identification to be admitted to the Annual Meeting. If you are a stockholder who is an individual, you will need to present government-issued identification showing your name and photograph (i.e., a driver’s license or passport), or, if you are representing an institutional investor, you will need to present government-issued photo identification and professional evidence showing your representative capacity for such entity. In each case, we will verify such documentation with our Record Date stockholder list.

For stockholders holding shares in “street name,” in addition to providing identification as outlined for record holders above, you will need a valid proxy from your broker, bank or other nominee or a recent brokerage statement or letter from your broker reflecting your stock ownership as of the Record Date. Otherwise, you will not be permitted to attend the Annual Meeting. If your shares are held in the name of a broker, bank or other nominee you must obtain and bring to the Annual Meeting a proxy card issued in your name from the broker, bank or other nominee to be able to vote at the Annual Meeting.

Solicitation of Proxies

We will pay the cost of preparing, assembling, printing, posting, mailing and distributing these proxy materials, including the charges and expenses of brokers, banks, nominees and other fiduciaries who forward proxy materials to their principals. Proxies may be solicited by mail, in person, by telephone or by electronic communication by our officers and employees, who will not receive any additional compensation for these solicitation activities.

D.F. King will assist in the solicitation of proxies. The Company has agreed to pay D.F. King a fee estimated not to exceed $15,000 for its services and to reimburse its reasonable out-of-pocket expenses.

Adjournments and Postponements

Although it is not currently expected, the Annual Meeting may be adjourned or postponed for the purpose of soliciting additional proxies. An adjournment of the Annual Meeting may be made by the affirmative approval of a majority of the shares of Common Stock and Class B Common Stock issued, present and voting at the Annual Meeting (Proposal 15). Abstentions, failures to vote and broker non-votes will have no effect on the outcome of Proposal 15. Any signed proxies received by the Company from stockholders of record in which no voting instructions are provided on such matter will be voted in favor of the adjournment addressed in Proposal 15. Our Bylaws also permit the chairperson of the meeting to adjourn the meeting from time to time whether or not a quorum is present.

If the time and place of an adjourned meeting are announced at the original convening of the Annual Meeting, no notice of an adjourned meeting need be given unless the adjournment is for more than 30 days or if, after the adjournment, a new record date is fixed for the adjourned meeting, in which case notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. At any

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subsequent reconvening of the Annual Meeting at which a quorum is present in person or represented by proxy, any business may be transacted that might have been transacted at the original Annual Meeting, and all proxies will be voted in the same manner as they would have been voted at the original convening of the Annual Meeting, except for any proxies that have been validly revoked or withdrawn prior to the reconvened meeting.

Stockholder Proposals and Nominations

In order for an item of business or a nomination for election of a director proposed by a stockholder to be considered properly brought before the annual meeting of stockholders as an agenda item, our Bylaws require that the stockholder give written notice to our Corporate Secretary. The notice must specify certain information concerning the stockholder and the item of business or nominee, as the case may be, proposed to be brought before the meeting. The notice must be received by the Corporate Secretary not less than 90 nor more than 120 calendar days before the first anniversary of the previous year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary, notice by the stockholder must be received no earlier than the 120^th day prior to such annual meeting and not later than the close of business on the later of the 90^th day prior to such annual meeting and the 10^th day following the day on which public announcement of the date of such meeting is first made. Accordingly, assuming that the date of the 2015 annual meeting is May 21, 2015, proper notice of a stockholder proposal or nomination for the 2015 annual meeting must be received by us no earlier than January 21, 2015 and no later than the close of business on the later of February 20, 2015 or the 10th day following the day on which public announcement of the date of such meeting is first made.

Voting by Company Directors, Executive Officers and Principal Stockholders

As of the close of business on the Record Date, the Company’s directors and named executive officers owned or had voting control over, in the aggregate, 2,395,067 shares, or approximately 38.4%, of the outstanding shares of Common Stock and Class B Common Stock. The Company’s directors and executive officers have informed us that they intend, as of the date hereof, to vote all of their shares of the Common Stock in favor of the matters before our stockholders as described in this proxy statement. Certain of the Company’s directors and executive officers have interests in the Transactions that may be different from, or in addition to, the interests of the Company’s stockholders generally. For more information, please see the section of this proxy statement entitled “Interests of the Company’s Directors and Executive Officers in the Transactions” beginning on page 156.

Pursuant to the Voting Agreement, Greenlight has agreed to vote (or cause to be voted) its shares of Common Stock and Class B Common Stock to adopt the Transaction Agreement and approve the Transactions. As of September 15, 2014, Greenlight owned 26.2% of our outstanding Common Stock, 100% of our outstanding Class B Common Stock and 35.4% of our outstanding Common Stock and Class B Common Stock together. Please see the section of this proxy statement entitled “The Voting Agreement” beginning on page 123.

Independent Registered Public Accounting Firm

Representatives of Grant Thornton LLP, the principal independent registered public accounting firm for the Company for the fiscal year ending December 31, 2013, are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

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THE PARTIES

BioFuel Energy Corp.

BioFuel Energy Corp. was incorporated as a Delaware corporation on April 11, 2006, to invest in BioFuel Energy, LLC, a limited liability company organized on January 25, 2006, to build and operate ethanol production facilities in the midwestern United States. From June 2008 through November 22, 2013, the Company operated two dry-mill ethanol production facilities located in Wood River, Nebraska, and Fairmont, Minnesota, that produced and sold ethanol and its related co-products. The Company’s ethanol plants were owned and operated by the operating subsidiaries of the LLC, which were party to the Senior Debt Facility with a group of lenders. Substantially all of the assets of the operating subsidiaries were pledged as collateral under the Senior Debt Facility. On November 22, 2013, the Company’s ethanol plants and all related assets were transferred to certain designees of the lenders in full satisfaction of all outstanding obligations under the Senior Debt Facility.

Following the disposition of the ethanol production facilities, the Company is a shell company under federal securities laws and a holding company with no substantial operations of its own. The Company is the sole managing member of the LLC, which is itself a holding company and indirectly owned all of the Company’s former operating assets. As the sole managing member of the LLC, the Company operates and controls all of the business and affairs of the LLC and its subsidiaries. The Company’s headquarters are located in Denver, Colorado.

At June 30, 2014, the Company retained approximately $8.1 million in cash and cash equivalents on its consolidated balance sheet. As of June 30, 2014, the Company also retained federal NOLs in the amount of $181.3 million, which have been fully reserved against.

JBGL

JBGL is a real estate operator involved in the purchase and development of land for residential use, construction, lending and home building operations. JBGL Capital, LP and JBGL Builder Finance LLC were each formed under the laws of the State of Delaware. Affiliates of Greenlight provided a majority of the initial capital for both entities, with the Brickman Parties providing the remaining capital.

JBGL Capital (its land development business) and JBGL Builder Finance (its builder operations business) and their affiliates are engaged in all aspects of the homebuilding process, including land acquisition and development, entitlements, design, construction, marketing and sales of various residential projects in master planned communities in the high growth metropolitan areas of DFW and Atlanta.

JBGL’s principal executive offices are located at 3131 Harvard Ave., Suite 104 Dallas, Texas 75205 and its main telephone number is 214-453-0145.

Greenlight

Greenlight Capital, Inc. was incorporated under the laws of the State of Delaware and is the investment manager for various Greenlight funds.

Greenlight’s principal executive offices are located at 2 Grand Central Tower, 140 East 45^th Street, 24^th Floor, New York, NY 10017 and its main telephone number is 212-973-1900.

Brickman Parties

James R. Brickman is the Chief Executive Officer of JBGL and Brickman Member Joint Venture is an affiliate of James R. Brickman and was formed under the laws of the State of Texas. James R. Brickman’s principal office is c/o JBGL, 3131 Harvard Ave., Suite 104 Dallas, Texas 75205 and his telephone number is 214-453-0145.

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HISTORICAL PER SHARE MARKET PRICE AND DIVIDEND DATA

Market Information

The Company completed an initial public offering of shares of its Common Stock in June 2007. The Common Stock trades on The Nasdaq Capital Market under the symbol “BIOF.” The following table sets forth the high and low closing prices for the Common Stock as reported on The Nasdaq Capital Market for the quarterly periods indicated. These prices do not include retail markups, markdowns or commissions.

Year ended, December 31, 2012		High				Low
First Quarter		$	17.00			$	12.00
Second Quarter		$	12.60			$	3.56
Third Quarter		$	10.21			$	2.24
Fourth Quarter		$	7.31			$	3.68

Year ended December 31, 2013		High				Low
First Quarter		$	6.73			$	4.15
Second Quarter		$	5.15			$	3.08
Third Quarter		$	4.23			$	3.35
Fourth Quarter		$	3.65			$	1.45

Year ending December 31, 2014		High				Low
First Quarter		$	7.30			$	1.75
Second Quarter		$	8.79			$	5.17
Third Quarter (through September 15, 2014)		$	12.61			$	6.08

On March 27, 2014, which was the last trading day before the Company announced its receipt of the JBGL Proposal, the closing price of the Common Stock was $2.96. On June 10, 2014, which was the last trading day before the Company announced its entrance into the Transaction Agreement, the closing price of the Common Stock was $5.78. On September 15, 2014, the closing price of the Common Stock was $10.84.

On September 15, 2014, there were approximately 16 stockholders of record of the Common Stock and three stockholders of record of the Class B Common Stock. We believe the number of beneficial owners of the Common Stock is substantially greater than the number of record holders because a large portion of our outstanding Common Stock is held of record in broker “street names” for the benefit of individual investors. As of September 15, 2014, there were 5,456,625 shares of Common Stock outstanding, net of 40,481 shares held in treasury, and 780,958 shares of Class B Common Stock outstanding, which together constitute a total of 6,237,583 outstanding voting shares of the Company.

Dividend Policy

The Company has not paid any dividends since its inception and does not anticipate declaring or paying any cash dividends on the Common Stock in the foreseeable future. We currently anticipate that we will retain all of our available cash for general corporate purposes. Payment of future dividends, if any, will be at the discretion of the Board and will depend on many factors, including general economic and business conditions, our strategic plans, our financial results and condition, legal requirements and other factors as the Board deems relevant.

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SELECTED COMBINED AND CONSOLIDATED HISTORICAL FINANCIAL
INFORMATION OF JBGL

The selected combined and consolidated historical financial information of JBGL as of and for the years ended December 31, 2013, 2012 and 2011 was derived from combined and consolidated financial statements of JBGL audited by Grant Thornton LLP, an independent registered public accounting firm, included in this proxy statement. The selected condensed combined historical financial information of JBGL as of and for the three months and six months ended June 30, 2014 and for the three months and six months ended June 30, 2013 was derived from unaudited condensed combined financial statements of JBGL included in this proxy statement. The selected combined and consolidated historical financial information of JBGL as of and for the years ended December 31, 2010 and 2009 was derived from unaudited combined and consolidated financial statements of JBGL not included in this proxy statement. The results for the three months and six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the entire year ended December 31, 2014. This selected financial information should be read in conjunction with the section entitled “JBGL Management’s Discussion and Analysis of Financial Condition and Results of Operations” and JBGL’s financial statements and the notes thereto included in this proxy statement.

		ASSETS
		As of June 30,								As of December 31,
		2014				2013				2013				2012				2011				2010				2009
Cash and cash equivalents		$	19,122,380			$	14,119,114			$	18,066,679			$	7,484,492			$	8,127,135			$	7,102,255			$	1,441,851
Inventory			243,443,374				174,532,672				237,126,258				144,088,120				34,416,485				11,720,533				10,189,723
Notes receivable, net			3,800,000				7,511,309				7,556,070				15,272,170				29,801,457				12,628,515			$	—
Other			8,624,930				8,679,662				5,658,691				1,965,836				973,854				122,485			$	—
Total assets		$	274,990,684			$	204,842,757			$	268,407,698			$	168,810,618			$	73,318,931			$	31,573,788			$	11,631,574
			LIABILITIES AND MEMBERS' EQUITY
Borrowings on lines of credit		$	20,102,594			$	8,917,762			$	17,208,035			$	6,544,264			$	2,950,000			$	—			$	—
Notes payable			16,027,648				23,927,044				26,595,229				21,441,775				3,717,632				793,626				—
Other			29,017,552				27,135,166				25,785,540				19,136,699				4,571,973				3,004,239				108,038
Total liabilities			65,147,794				59,979,972				69,588,804				47,122,738				11,239,605				3,797,865				108,038
Total members' equity			209,842,890				144,862,785				198,818,894				121,687,880				62,079,326				27,775,923				11,523,536
Total liabilities and members' equity		$	274,990,684			$	204,842,757			$	268,407,698			$	168,810,618			$	73,318,931			$	31,573,788			$	11,631,574

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		For the Three Months Ended June 30,								For the Six Months Ended June 30,								For the Year Ended December 31,
		2014				2013				2014				2013				2013				2012				2011				2010				2009
REVENUES:
Sale of residential units		$	55,048,744			$	37,829,298			$	104,685,088			$	64,958,699			$	168,591,201			$	50,105,030			$	9,085,785			$	864,822			$	—
Cost of residential units			(41,219,387	)			(28,358,191	)			(78,611,754	)			(49,401,195	)			(122,616,113	)			(39,642,357	)			(7,921,806	)			(491,628	)			—
Gross profit on sale of residential units			13,829,357				9,471,107				26,073,334				15,557,504				45,975,088				10,462,673				1,163,979				373,194				—
Sale of land and lots			10,794,690				8,881,770				24,167,258				14,512,393				33,734,513				22,927,080				6,184,206				8,905,967				2,508,650
Cost of land and lots			(8,141,006	)			(5,984,826	)			(17,909,072	)			(8,580,118	)			(21,512,814	)			(15,256,065	)			(3,982,602	)			(5,540,845	)			(1,724,781	)
Gross profit on sale of land and lots			2,653,684				2,896,944				6,258,186				5,932,275				12,221,699				7,671,015				2,201,604				3,365,122				783,869
Interest and fees			305,660				783,757				680,120				1,678,610				3,542,174				7,124,339				2,558,159				137,698				—
Other income			427,732				1,417,600				480,154				1,849,694				1,400,418				3,771,839				1,636,099				225,524				553
			17,216,433				14,569,408				33,491,794				25,018,083				63,139,379				29,029,866				7,559,841				4,101,538				784,422
EXPENSES:
Salaries and management fees – related party			3,213,424				2,079,708				6,747,392				4,227,840				11,266,351				4,370,845				1,886,509				927,736				—
Selling, general and administrative			2,491,408				890,383				4,772,977				2,178,237				6,623,437				3,311,734				1,183,762				1,147,042				566,312
Other expenses			647,077				153,471				953,976				284,576				606,210				404,673				35,737				3,332				—
			6,351,909				3,123,562				12,474,345				6,690,653				18,495,998				8,087,252				3,106,008				2,078,110				566,312
Net income before taxes			10,864,524				11,445,846				21,017,449				18,327,430				44,643,381				20,942,614				4,453,833				2,023,428				218,110
State tax expense			—				59,000				337,790				209,500				327,481				230,411				34,089				41,888				—
Net income			10,864,524				11,386,846				20,679,659				18,177,930				44,315,900				20,712,203				4,419,744				1,981,540				218,110
Less: net income attributable to non-controlling interest			3,454,819				3,772,067				5,921,453				4,471,692				12,308,734				3,517,911				56,382				—				—
Net income attributable to controlling interest		$	7,409,705			$	7,614,799			$	14,758,206			$	13,646,238			$	32,007,166			$	17,194,292			$	4,363,362			$	1,981,540			$	218,110

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined financial information is based upon the historical consolidated financial information of the Company and the historical combined and consolidated financial information of JBGL included elsewhere or incorporated by reference in this proxy statement and presents the combination of the historical financial statements of the Company and JBGL adjusted to give effect to (1) the issuance of Common Stock pursuant to the LLC Unit Exchange and the elimination of amounts related to the Company’s noncontrolling interest in the LLC, (2) the issuance and sale of Common Stock pursuant to the Rights Offering and the private rights offering (including any shares of Common Stock sold pursuant to the Backstop Agreements), (3) the issuance and sale of Common Stock pursuant to the Additional Equity Investment, (4) the issuance of Common Stock pursuant to the Equity Issuance, (5) the incurrence of indebtedness pursuant to the Debt Commitment Letter, (6) the use of the net proceeds from the Rights Offering and the private rights offering (including any shares of Common Stock sold pursuant to the Backstop Agreements) and the Additional Equity Investment, together with borrowings pursuant to the Debt Commitment Letter and cash on hand, to finance the cash portion of the Purchase Price and to pay transaction costs and (7) the consummation of the Acquisition, in each case based on the assumptions and adjustments described in the notes accompanying the unaudited pro forma combined financial information. The historical financial information has been adjusted to give effect to events that are directly attributable to (1) the Company’s disposition of its ethanol plants or (2) the Acquisition and the related Transactions described herein, factually supportable and, in the case of the statement of income data, expected to have a continuing impact.

The unaudited pro forma combined balance sheet information has been prepared as of June 30, 2014, and gives effect to the consummation of the Acquisition and the related Transactions described herein as if they had occurred on that date. The unaudited pro forma combined income statement information, which has been prepared for the year ended December 31, 2013, and the six months ended June 30, 2014, gives effect to the disposition of the Company’s ethanol plants and the consummation of the Acquisition and the related Transactions described herein as if they had occurred on January 1, 2013.

The unaudited pro forma combined financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been achieved had the disposition of the Company’s ethanol plants and the Acquisition and the related Transactions described herein been completed at the dates indicated. In addition, the unaudited pro forma combined financial information does not purport to project the future financial position or results of operations of the combined company after completion of the Acquisition.

You should read this data in conjunction with the historical consolidated financial statements of the Company and the related notes thereto and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, each of which is incorporated by reference in this proxy statement, and the historical combined and consolidated financial statements of JBGL and the related notes thereto and the section entitled “JBGL Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each of which is included elsewhere in this proxy statement.

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BIOFUEL ENERGY CORP.
  
Pro Forma Combined Balance Sheet
As of June 30, 2014

		BioFuel Energy Corp. Actual				JBGL Actual				Pro Forma Adjustments				Pro Forma Combined
Assets			(in thousands)
Cash and cash equivalents		$	8,054			$	17,113			$	61,735	(a)		$	86,902
Restricted cash							2,009								2,009
Accounts receivable							366								366
Inventory:
Completed home inventory and residential lots held for sale							42,776								42,776
Work in process							133,175								133,175
Undeveloped land							61,103								61,103
Investment in direct financing lease							6,389								6,389
Property and equipment, net			57				1,494								1,551
Notes receivable, net							3,800								3,800
Earnest money deposits							5,600								5,600
Other assets			730				1,166				300	(b)			2,196
Total assets		$	8,841			$	274,991			$	62,035			$	345,867
Liabilities and equity
Accounts payable		$	47			$	9,628			$				$	9,675
Accrued expenses			1,359				8,141								9,500
Customer and builder deposits							11,249								11,249
Borrowings on lines of credit							20,102								20,102
Notes payable							16,028				150,000	(c)			166,028
Total liabilities			1,406				65,148				150,000				216,554
Commitments and contingencies
Equity
BioFuel Energy Corp. stockholders’ equity:
Preferred stock
Common stock			54								259	(d)			313
Class B common stock			8								(8	)(e)
Less common stock held in treasury			(4,316	)							4,316	(f)
Additional paid-in capital			191,056				199,058				(271,899	)(g)			118,215
Accumulated deficit			(171,789	)							171,789	(g)
Total BioFuel Energy Corp. stockholders’ equity			15,013				199,058				(95,543	)			118,528
Noncontrolling interest			(7,578	)			10,785				7,578	(h)			10,785
Total equity			7,435				209,843				(87,965	)			129,313
Total liabilities and equity		$	8,841			$	274,991			$	62,035			$	345,867