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): June 3, 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 June 3, 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 June 3, 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.
June 3, 2016	By:	/s/ Naran U. Burchinow
		Name: Naran U. Burchinow
		Title: General Counsel & Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated June 3, 2016

EX-99.1

NEWS RELEASE

The Andersons Sends Letter to HC2

MAUMEE, OHIO, June 3, 2016 -The Andersons, Inc. (Nasdaq: ANDE) today sent a letter to HC2 Holdings, Inc. (NYSE MKT: HCHC) confirming receipt of HC2’s letter dated June 2, 2016. The following is the full text of the letter that was sent to HC2 Chairman, President and Chief Executive Officer Philip A. Falcone.

HC2 Holdings, Inc.

450 Park Avenue

30th Floor

New York, NY 10022

Attn: Philip A. Falcone

Dear Mr. Falcone:

The Board of Directors of The Andersons, Inc. (the “Company”) has received your letter, dated June 2, 2016, restating your proposal that HC2 Holdings, Inc. acquire all of the outstanding shares of the Company for $37.00 per share in cash.

As I indicated to you in writing on April 4, 2016, the Board of Directors unanimously rejected your $37.00 per share proposal, determining that it undervalued The Andersons and was not the basis for further engagement. Rather than increasing your proposal to a level that is credible, your June 2 letter restates your previously rejected offer. You also restate a prior proposal to break up the Company by acquiring the Grain and Rail businesses, and now further propose to break up the Company by acquiring the Grain, Rail and Ethanol businesses. The Board of Directors will carefully consider your letter and your latest proposal and evaluate whether that proposal is in the best interests of the Company and its shareholders.

Sincerely,

Michael J. Anderson

Chairman of the Board of Directors

cc:Board of Directors

Patrick E. Bowe

Naran U. Burchinow

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