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): February 11, 2014

CHS Inc.

(Exact name of registrant as specified in its charter)

Minnesota	0-50150	41-0251095
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

5500 Cenex Drive, Inver Grove Heights, Minnesota	55077
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 651-355-6000

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:

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

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

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

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

Item 8.01              Other Events.

On February 11, 2014, CHS Inc. (the “Company”) announced that it has filed a Registration Statement on Form S-1 with the Securities and Exchange Commission relating to the proposed public offering by the Company of shares of the Company’s Class B Cumulative Redeemable Preferred Stock, Series 2 (the “Class B Series 2 Preferred Stock”).

A copy of the press release issued by the Company is filed herewith as Exhibit 99.1 and incorporated by reference herein. The press release attached hereto as Exhibit 99.1 is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of shares of the Company’s Class B Series 2 Preferred Stock in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01              Financial Statements and Exhibits.

(d) Exhibits

99.1        CHS Inc. Press Release dated February 11, 2014

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.

	CHS Inc.
February 11, 2014	By:	/s/ Lisa Zell
		Name: Lisa Zell
		Title: Executive Vice President and General Counsel

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EX-99.1

Exhibit 99.1

For further information,
Contact:	Lani Jordan
(651) 355-4946
lani.jordan@chsinc.com

CHS Announces Filing of Registration Statement for Public Offering of Class B Cumulative Redeemable Preferred Stock, Series 2

ST. PAUL, MINN. (Feb. 11, 2014) — CHS Inc. (“CHS”) (NASDAQ: CHSCP and CHSCO) announced today that it has filed a Registration Statement on Form S-1 with the Securities and Exchange Commission (the “Commission”) in anticipation of a proposed public offering of  shares of Class B Cumulative Redeemable Preferred Stock, Series 2 (the “Class B Series 2 Preferred Stock”). The number of shares to be offered and the dividend rate applicable to the Class B Series 2 Preferred Stock have not yet been determined.

BofA Merrill Lynch and Wells Fargo Securities will serve as joint book-running managers in the proposed offering and D.A. Davidson & Co. will serve as lead manager.

The Registration Statement filed with the Commission has not yet become effective and the shares of Class B Series 2 Preferred Stock to be registered may not be sold nor may offers to buy be accepted prior to the time when the Registration Statement becomes effective. Copies of the Registration Statement can be accessed through the Commission’s website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The proposed offering will be made only by means of a prospectus. When available, copies of the preliminary prospectus related to the offering may be obtained from Merrill Lynch, Pierce, Fenner & Smith Incorporated at 222 Broadway, 11th Floor, New York, New York 10038, Attn: Prospectus Department or by emailing dg.prospectus_requests@baml.com; or from Wells Fargo Securities, LLC at 1525 West W.T. Harris Blvd., NC0675, Charlotte, North Carolina 28262, Attn: Capital Markets Client Support or by emailing cmclientsupport@wellsfargo.com.

CHS Inc. is a leading global agribusiness owned by farmers, ranchers and cooperatives across the United States. Diversified in energy, grains and foods, CHS is committed to helping its customers, farmer-owners and other stakeholders grow their businesses through its domestic and global operations. CHS, a Fortune 100 company, supplies energy, crop nutrients, grain marketing services, animal feed, food and food ingredients, along with business solutions including insurance, financial and risk management services. The company operates petroleum refineries/pipelines and manufactures, markets and distributes Cenex® brand refined fuels, lubricants, propane and renewable energy products.

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