Item 1.02 Termination of Material Definitive Agreement.
The information set provided under Item 2.01 is incorporated by reference into this Item 1.02.
On
Effective upon the repayment, the Master Credit Agreement and all related
documents were terminated in accordance with their terms and AgCountry released
its security interest in, and liens and mortgages on, all of the properties,
rights and assets of
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
At the closing,
Under the Agreement, the purchase price was
Item 8.01 Other Information.
Upon the closing of the Asset Sale, the Company commenced its liquidation in
accordance with the Plan of Liquidation and Dissolution dated
Under the Plan of Liquidation, the Board of Directors of the Company may establish a liquidating trust and distribute assets of the Company to the liquidating trust. At this time, the Board of Directors of the Company has determined not to establish a liquidating trust. However, the Company will continue the process of liquidating its assets and winding up the Company otherwise in accordance with the Plan of Liquidation.
1
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The Company's Board of Directors intends to meet in
In connection with the Company's liquidation in accordance with the Plan of
Liquidation, the Company's Board of Directors determined that the Company's
transfer records shall be closed from and after the close of business on
9.01 Financial Statements and Exhibits.
(b)Pro forma Financial Information.
Attached hereto as Exhibit 99.1 is the following pro forma financial information:
(i) Unaudited pro forma condensed consolidated balance sheet as ofSeptember 30, 2019 . (ii) Notes to unaudited pro forma condensed consolidated balance sheet.
In accordance with Rule 11-02(b) of Regulation S-X, the Company is omitting pro forma condensed consolidated statements of operations due to the limited number of pro forma adjustments required given that the assets sold in the Asset Sale were substantially all of the assets used in the Company's consolidated operations and following the closing, the Company will not engage in any business activities except to the extent necessary to preserve the value of its assets, wind up its business affairs and distribute its assets in accordance with the Plan of Liquidation. A narrative description of the pro forma effects of the Asset Sale on the Company's operations is provided in Note 1 of the notes to the unaudited pro forma condensed consolidated balance sheet.
Note 3 to the notes to the unaudited pro forma condensed consolidated balance sheet provides an updated summary of the estimated range of the initial distribution.
(d)Exhibits. Exhibit No. Description 99.1 Pro Forma Financial Information. 2.1 Asset Purchase Agreement dated as ofAugust 1, 2019 by and amongABE South Dakota, LLC ,Advanced BioEnergy, LLC andGlacial Lakes Energy, LLC (incorporated by reference to Exhibit 2.1 to the Company's Form 8-K datedAugust 1, 2019 ). 2.2 Plan of Liquidation and Dissolution datedAugust 15, 2019 ofAdvanced BioEnergy, LLC (incorporated by reference to Annex C to the Company's definitive proxy statement datedAugust 27, 2019 for the Special Meeting of Members held onSeptember 19, 2019 ). 2
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