Item 8.01. Other Events.
As previously disclosed in filings with the Securities and Exchange Commission
("SEC"), on December 19, 2019, Advanced BioEnergy, LLC, ABE South Dakota and
Glacial Lakes Energy, LLC, a South Dakota limited liability company ("Buyer")
closed the transactions (the "Asset Sale") contemplated by that certain Asset
Purchase Agreement dated August 1, 2019 among the parties (the "Agreement").
Advanced BioEnergy, LLC and ABE South Dakota are sometimes collectively referred
to as the "Company" in this Form 8-K.
At the closing, ABE South Dakota sold substantially all of the assets related to
its business of producing ethanol and co-products, including wet, modified and
dried distillers' grains and corn oil, through its plants located in Aberdeen,
South Dakota and Huron, South Dakota to the Buyer.
Under the Agreement, the purchase price was $47.5 million, plus the value of the
ABE South Dakota inventory at closing, which was approximately $2.3 million. At
the closing, Buyer paid to ABE South Dakota a total of $8.3 million in cash,
which reflects the purchase price, less the approximately $31.0 million required
to repay the outstanding debt of ABE South Dakota, less the amount of certain
accrued contract liabilities, less $3.0 million to satisfy certain real estate
title objections relating to the Aberdeen plant, and less $4.75 million of the
purchase price that was deposited into an 18-month indemnity escrow account that
was established to satisfy any of Buyer's claims for indemnification under the
Agreement.
Buyer made no claims against the indemnity escrow account during the 18-month
period and on June 23, 2021, the Company received the entire $4.75 million of
the purchase price that had been deposited into the indemnity escrow account.
Upon the closing of the Asset Sale, the Company commenced its liquidation in
accordance with the Plan of Liquidation adopted by the Company's Members at a
Special Meeting of Members held on September 19, 2019. Since implementing the
Plan of Liquidation, the Company is now deemed dissolved under Delaware law and
continues to exist for the sole purpose of converting its assets into cash,
paying or making provision for the payment of its liabilities and, after this is
completed, distributing its remaining assets to its Members in a "Final
Distribution."
Pursuant to the Plan of Liquidation, the Company closed its office and is now
receiving and responding to communications from Members at Advanced BioEnergy,
LLC, P.O. Box 201759, Bloomington, Minnesota, 55420 and through email at
members@advancedbioenergy.com.
As previously disclosed in SEC filings, unless there are unforeseen
circumstances, the Company currently expects the Final Distribution will be made
on or around July 31, 2021. The exact amount and the timing of the Final
Distribution will depend, however,on the Company's ability to collect all its
receivables, sell any assets and complete the liquidation and winding up in an
efficient manner.
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