8-K

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 18, 2016

The Andersons, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Ohio	000-20557	34-1562374
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
480 West Dussel Drive, Maumee, Ohio		43537
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 419-893-5050

Not Applicable

______________________________________________

Former name or former address, if changed since last report

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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On May 18, 2016, The Andersons, Inc. issued a press release, a copy of which is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

The press release is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Press Release dated May 18, 2016

SIGNATURES

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.

	The Andersons, Inc.
May 18, 2016	By:	/s/ John Granato
		Name: John Granato
		Title: Chief Financial Officer
		(Principal Financial Officer)

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated May 18, 2016

EX-99.1

NEWS RELEASE

MAUMEE, OHIO, May 18, 2016 - The Andersons, Inc. (Nasdaq: ANDE) today announced that its Board of Directors has rejected two non-binding, highly conditional, unsolicited proposals from HC2 Holdings, Inc. (NYSE MKT: HCHC) to acquire all outstanding shares of The Andersons. The Andersons’ announcement is in response to HC2’s public disclosure of its offer on Tuesday.

On January 29, 2016, The Andersons received a private, unsolicited proposal from HC2 to acquire the Company for $35 per share in cash. A subsequent proposal was submitted on March 22, 2016 for $37 per share in cash. The Andersons’ Board of Directors, after careful review in consultation with its independent financial and legal advisors, unanimously determined that both of HC2’s proposals undervalue The Andersons and are not in the best interests of the Company or its shareholders and other stakeholders.

“We believe HC2’s proposals ignore our value and prospects as a standalone entity and represent an opportunistic attempt to acquire the Company at a low point in the industry cycle. Following a thorough review, and in consultation with our independent financial and legal advisors, our Board determined that the offers are not credible, significantly understate the Company’s true value and are not in the best interests of our shareholders,” said Chairman Mike Anderson. “Our Board and management team remain confident in our ability to execute on our standalone plan and believe we are well positioned to continue to create significant long-term value for shareholders.”

The Company also noted that HC2’s letter dated May 17, 2016 contained numerous inaccuracies and misleading statements. Among others, HC2’s claim that The Andersons did not substantively respond to its $37 per share offer is patently false.

Deutsche Bank is acting as financial advisor and Kirkland & Ellis is acting as legal advisor to The Andersons.

About The Andersons, Inc.

The Andersons, Inc. is a diversified company rooted in agriculture. Founded in Maumee, Ohio, in 1947, the company conducts business across North America in the grain, ethanol, and plant nutrient sectors, railcar leasing, turf and cob products, and consumer retailing. For more information, visit The Andersons online at www.andersonsinc.com.

Contact:	James C. Burmeister	Larry Miller / Scott Winter
	VP, Finance & Treasurer	Innisfree M&A Incorporated
	419-891-5848	212-750-5833
	E-mail: jim_burmeister@andersonsinc.com