UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 4, 2018
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ADVANCED BIOENERGY, LLC |
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(Exact name of Registrant as Specified in Charter) |
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Delaware |
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(State or Other Jurisdiction of Incorporation) |
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000-52421 |
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20-2281511 |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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8000 Norman Center Drive |
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55437 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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763-226-2701 |
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Registrant’s Telephone Number, Including Area Code |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.02 Termination of a Material Definitive Agreement
On May 4, 2018, Advanced BioEnergy, LLC (through its wholly owned subsidiary ABE South Dakota (collectively the “Company”), issued a notice of partial termination of the Grain Origination Agreement (the “Agreement”) dated November 8, 2006 between the Company and South Dakota Wheat Growers’ Association (now Agtegra Cooperative). Under the Agreement, the Company is required to purchase from Agtegra the grain the Company uses at its Aberdeen and Huron ethanol plants. The notice terminates the Agreement with respect to the Aberdeen ethanol plant at the end of the current renewal term, which is November 8, 2019. The Company has previously announced that it will be constructing grain receiving and storage facilities at its Aberdeen ethanol plant.
A copy of the notice is attached to this Current Report on Form 8-K as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is attached:
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Exhibit No |
Exhibits |
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10.1 |
Notice Letter dated May 4, 2018 from ABE South Dakota, LLC to South Dakota Wheat Growers Association |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ADVANCED BIOENERGY, LLC
By: /s/ Richard R. Peterson
Richard R. Peterson
President, Chief Executive Officer and
Chief Financial Officer
Date: May 10, 2018
EXHIBIT 10.1
Advanced BioEnergy
8000 Norman Center Drive Suite 610
Bloomington, MN 55437
P: 763.226.2701
F: 763.226.2725
May 4, 2018
Via Overnight Courier
South Dakota Wheat Growers Association Attn: CEO
908 Lamont Street South Aberdeen, SD 57401-5155
Via Overnight Courier
Blackwell Sanders Peper Martin LLP Attn: Jason A. Reschly
4801 Main Street, Suite 1000 Kansas City, MO 64112
RE: Notice of Partial-Termination and Non-Renewal of Grain Origination Agreement Dear Sirs:
This letter serves as notice of partial termination (herein "Notice of Termination") of that certain Grain Origination Agreement dated November 8, 2006 (the "Agreement") between the South Dakota Wheat Growers Association ("SDWGA") and ABE South Dakota, LLC, a Delaware limited liability company, which is the successor in interest to Heartland Grain Fuels , L.P. (herein collectively referred to as "ABE").
Pursuant to Section 3.1, ABE hereby elects to terminate this Agreement as it relates to the Aberdeen Plant, as defined in the Agreement , at the end of the current renewal term, which is November 8, 2019 (herein "Termination") and will not renew the term of the Agreement as it relates to the Aberdeen Plant.
Based on our review of the Agreement and ancillary agreements, we have noted various items the parties will need to address prior to the termination date. One in particular pertains to the Permanent Structures (defined below). As you are aware, both the term of the Agreement, together with the pricing as set forth in Article II (defined therein as "Pricing") of the Agreement contemplated forfeiture of the grain elevator equipment installed or constructed on or into the Aberdeen Plant (the "Permanent Structures"). The cost of installation and construction of the Permanent Equipment was part of the consideration given when the parties negotiated the Pricing. While the end of the renewal term is more than a year away, in an effort to avoid disputes and ensure a smooth transition, we would like to discuss and resolve outstanding issues pertaining to this partial termination not later than June 30, 2018. We have prepared a list of items we believe need to be addressed (attached). Accordingly, we ask that you prepare a similar list of items requiring attention. We will suggest a couple of meeting dates to address the other discussion points.
www.advancedbioenergy.com
Aberdeen, South Dakota • Huron, South Dakota
Our goal is to identify the majority of discussion points with the initial lists. However, if new items requiring discussion and resolution come to either party's attention at any point during the transition, we would expect both parties to notify the other party in an effort to resolve in a timely manner.
This Notice of Termination is delivered via overnight mail at least one hundred twenty (120) days prior to the expiration of the current renewal term of the Agreement in compliance with Section 3.1 of the Agreement.
ABE South Dakota, LLC
/s/ Richard R. Peterson
By: Richard R. Peterson
Its: CEO