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 9, 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 9, 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 9, 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 9, 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 9, 2016

EX-99.1

NEWS RELEASE

The Andersons Sends Letter to HC2

MAUMEE, OHIO, June 9, 2016 -The Andersons, Inc. (Nasdaq: ANDE) today sent a letter to HC2 Holdings, Inc. (NYSE MKT: HCHC) in response to 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:

As we committed to do in our letter to you of June 3, 2016, the Board of Directors of The Andersons, Inc. (the “Company”) carefully considered the proposals in your June 2, 2016 letter. At the Board’s direction, I am responding to your most recent proposals.

The Board has consistently responded to your unsolicited indications of interest in the Company with a high degree of seriousness and care. The Board stands ready to engage constructively on any credible proposal that has a legitimate possibility of delivering more value to shareholders than the Company’s standalone business plan. The Board, with input from its independent financial and legal advisors, has concluded, however, that the proposals in your June 2 letter fall far short of that threshold.

In your June 2 letter, HC2 reiterated its $37.00 per share proposal to acquire all of the outstanding stock of the Company - a proposal that the Board previously rejected as significantly undervaluing the Company. In addition to declining to increase your offer to acquire the Company to a compelling price level, you now propose two alternative asset sale structures that would result in even less value for shareholders.

You previously proposed your first alternative asset sale structure - the acquisition of the Grain Group (excluding the investments in Lansing and Thompson’s) and the Rail Group for $950 million - in your May 17, 2016 letter. The Board evaluated and rejected that alternative proposal because the $950 million price you offered for those parts would result in even lower value for shareholders than your proposal for the whole Company. Valuations of similar businesses in recent transactions are at multiples well in excess of what you are proposing. In addition, your alternative asset sale structure would impose significant tax inefficiencies and debt breakage costs that further impair value to shareholders and render your proposal untenable.

Your second alternative asset sale structure outlined in your June 2 letter is even more unattractive. The incremental $200 million price you propose to pay for the Ethanol business is far below the trading values of comparable businesses.

Hiving off the Ethanol business, along with Grain and Rail, exacerbates the tax inefficiencies of an asset sale and would leave shareholders with considerably less value from a sale of the parts than they would receive from your $37.00 per share proposal for the entire Company.

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In sum, 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. 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.

To be clear, as indicated above, the Board and management remain willing to engage constructively with you or any other party should circumstances warrant so doing. We offered you a nondisclosure agreement that is not only consistent with customary practice but is exceedingly accommodating to the bidder’s interests. To date, you have elected not to respond to our most recent NDA proposal, which was communicated to you on May 17, 2016. If HC2 is prepared to present a revised proposal that has the legitimate possibility of delivering higher value to shareholders than our standalone plan, the Company would engage with HC2, upon your execution of the NDA.

Your latest alternative proposals are even more unattractive than your initial proposal, which has been rejected. Each of these alternatives continues to significantly undervalue the Company and, having been made at an opportunistic time in the overall agribusiness cycle, fails to reflect the Company’s prospects as a standalone entity. Accordingly, the Board, following review with its financial and legal advisors, has concluded that each of the proposals described in your June 2, 2016 letter is not in the best interests of the Company’s shareholders and is not a basis for further discussion.

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.

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