ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENTS
Merger Agreement
On or about
A copy of the Merger Agreement is furnished as Exhibit 10.1 to this report. The proposed transaction is further detailed in a Plan of Merger, which is furnished as Exhibit 2.1 to this report.
Prior to the Merger, GFE owns approximately 50.7 percent of the issued and
outstanding units of HLBE. Excluding the units owned by GFE, there are
38,456,283 units of HLBE issued and outstanding (the "Minority Interest"). The
purchase price for the entire Minority Interest is
The units of HLBE held by GFE immediately prior closing of Merger shall be cancelled with no consideration issued to GFE. GFE will emerge from the transaction as the sole owner of HLBE.
At the time the Merger becomes effective, 100 percent of the membership interest in the Merger Sub shall be converted into and become 100 percent of the membership interests in HLBE, as the surviving company in the Merger.
The Merger is subject to approval by a majority of the Minority Interest of
HLBE. A special meeting of the members of HLBE will be called to vote on the
Plan of Merger. The Merger is also subject to (i) the consent of GFE's lender,
(ii) GFE's ability to obtain financing for the transaction, (iii) confirmation
that the Merger will not have materially adverse tax consequences for GFE, (iv)
the receipt of regulatory approval, including approval by the
Pursuant to the Merger Agreement, GFE and HLBE release, acquit, and discharge each other and all related parties from all claims, including, all liabilities, obligations, claims, litigation, actions, causes of action, suits, proceedings, executions, judgments, demands, damages, losses, duties, debts, dues, accounts, fees, costs, expenses and penalties, and agree not to initiate, maintain, prosecute or continue to maintain or prosecute any action, suit or proceeding, or seek to enforce any right or claim against the other or its related parties.
Pursuant to the Merger Agreement, HLBE and GFE shall appoint an exchange agent who shall be responsible for, among other things, dispersing Merger Consideration to holders of Minority Interest units who properly surrender their units. Both HLBE and GFE agree to pay their own transaction expenses related to the Merger.
Voting agreements related to Merger
On or about
Additionally, on or about
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designate HLBE as their proxy for the purpose of voting for the Merger. The Governors additionally agree not to transfer their units and authorize HLBE to suspend trading of all units until the Merger is complete or is terminated. A copy of the HLBE Voting Agreement is furnished as Exhibit 10.3 to this report.
ITEM 5.07 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On
Of the Company's 30,606 units issued, outstanding and entitled to vote at the Annual Meeting, 17,635 units, or 57.6% of the total units, were present either in person or by proxy. As a result, a quorum was present to conduct business at the Annual Meeting.
There were four nominees for the three governor positions, incumbentPaul Enstad , incumbentMarten Goulet , incumbentRodney Wilkison , andDavid Forkrud . The votes were as follows: Name Votes For Votes Withheld/Abstaining David Forkrud 12,937 2,507 Rodney Wilkison 10,270 1,580 Paul Enstad 9,654 1,599 Marten Goulet 9,374 1,333
As a result,
No other matters were voted upon at the Annual Meeting.
ITEM 9.01 - Financial Statements and Exhibits
(a)None. (b)None. (c)None. (d)Exhibits. Exhibit No. Description
2.1 Plan of Merger betweenGranite Heron Merger Sub, LLC , andHeron Lake BioEnergy, LLC , datedMarch 24, 2021 . 10.1 Merger Agreement betweenGranite Falls Energy, LLC , andHeron Lake BioEnergy, LLC , datedMarch 24, 2021 . 10.2 Voting Agreement betweenGranite Falls Energy, LLC , andHeron Lake BioEnergy, LLC , datedMarch 24, 2021 . 10.3 Voting Agreement betweenGranite Falls Energy, LLC , and certain governors ofHeron Lake BioEnergy, LLC , datedMarch 24, 2021 .
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