mm06-0710advbio_sc13da5.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EF+ApNAJtVP6OmHc63HM5T+fEPjFzYaHA822KQY/ozja1eaBH6U8t0kZDb3+uyZT HMHtNUF0KBNt+2S2ZhHuzQ== 0000909518-10-000392.txt : 20100607 0000909518-10-000392.hdr.sgml : 20100607 20100607162105 ACCESSION NUMBER: 0000909518-10-000392 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100607 DATE AS OF CHANGE: 20100607 GROUP MEMBERS: HAWKEYE ENERGY HOLDINGS, LLC GROUP MEMBERS: THOMAS H. LEE ADVISORS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Advanced BioEnergy, LLC CENTRAL INDEX KEY: 0001325740 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 202281511 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82385 FILM NUMBER: 10881633 BUSINESS ADDRESS: STREET 1: 10201 WAYZATA BOULEVARD, SUIE 250 CITY: MINNEAPOLIS STATE: MN ZIP: 55305 BUSINESS PHONE: 763-226-2701 MAIL ADDRESS: STREET 1: 10201 WAYZATA BOULEVARD, SUIE 250 CITY: MINNEAPOLIS STATE: MN ZIP: 55305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THL Equity Advisors VI, LLC CENTRAL INDEX KEY: 0001375547 IRS NUMBER: 204636311 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 SC 13D/A 1 mm06-0710advbio_sc13da5.htm AMENDMENT NO.5 mm06-0710advbio_sc13da5.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

ADVANCED BIOENERGY, LLC

(Name of Issuer)

Membership Units

(Title of Class of Securities)

Not applicable.

(CUSIP Number)

Steven M. Peck, Esq.

Weil, Gotshal & Manges LLP

100 Federal Street, 34th Floor

Boston, Massachusetts 02110

(617) 772-8300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 4, 2010

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13D

1.	NAME OF REPORTING PERSONS Hawkeye Energy Holdings, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)¨ (b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OFSHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER* -0-
	8.	SHARED VOTING POWER* 3,333,333
	9.	SOLE DISPOSITIVE POWER* -0-
	10.	SHARED DISPOSITIVE POWER* 3,333,333
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 3,333,333
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)† 18.7%
14.	TYPE OF REPORTING PERSON OO

*See Item 5.

† Based on 17,814,180 units of membership interest outstanding as of May 10, 2010, as reported by Advanced BioEnergy, LLC (“Issuer”) in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 on May 10, 2010.

1.	NAME OF REPORTING PERSONS THL Equity Advisors VI, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)¨ (b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OFSHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER* -0-
	8.	SHARED VOTING POWER* 3,333,333
	9.	SOLE DISPOSITIVE POWER* -0-
	10.	SHARED DISPOSITIVE POWER* 3,333,333
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 3,333,333
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)† 18.7%
14.	TYPE OF REPORTING PERSON OO

*See Item 5.

1.	NAME OF REPORTING PERSONS Thomas H. Lee Advisors, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)¨ (b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OFSHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER* -0-
	8.	SHARED VOTING POWER* 3,333,333
	9.	SOLE DISPOSITIVE POWER* -0-
	10.	SHARED DISPOSITIVE POWER* 3,333,333
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 3,333,333
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)† 18.7%
14.	TYPE OF REPORTING PERSON OO

*See Item 5.

Explanatory Note:

This Amendment 5 is being filed by the Reporting Persons in connection with the entering into of a Subscription Agreement regarding the private placement of units of membership interest (“Units”) of Advanced BioEnergy, LLC, a Delaware limited liability company (the “Issuer”) to the Reporting Persons. The Subscription Agreement was contemplated by that certain Backstop Commitment Agreement dated as of April 7, 2010, pursuant to which Hawkeye had committed to purchase its pro rata share of up to $10 million Units at a purchase price of $1.50, and any additional offered Units not purchased by other offerees, in a private placement. Pursuant to such private placement, subject to the terms and conditions in the Subscription Agreement and Backstop Commitment Agreement, the Reporting Persons will purchase 5,171,891 Units at a price per Unit of $1.50.

Item 1. Security and Issuer.

Item 1 is hereby amended and restated to read in its entirety as follows:

This Fifth Amendment to the Statement on Schedule 13D (“Amendment 5”) constitutes the fifth amendment to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission on September 9, 2009 (the “Schedule 13D”) as amended by that First Amendment dated September 21, 2009 (“Amendment 1”), that Second Amendment dated September 25, 2009 (“Amendment 2”), that Third Amendment Dated October 5, 2009 (“Amendment 3”) and that Fourth Amendment Dated April 8, 2010 (“Amendment 4”). This Amendment 5 is being filed jointly on behalf of the Reporting Persons (as defined below in Item 2) with respect to the units of membership interest (“Units”) of Advanced BioEnergy, LLC, a Delaware limited liability company (the “Issuer”). The Issuer’s principal executive offices are located at 10201 Wayzata Boulevard, Suite 250, Minneapolis, Minnesota 55305.

Except as specifically amended by this Amendment 5, the Schedule 13D as amended by Amendment 1, Amendment 2, Amendment 3 and Amendment 4 remains in full force and effect. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Schedule 13D.

Item 2. Identity and Background.

Item 2(a) is hereby amended and restated to read in its entirety as follows:

(a) This Schedule 13D, as amended by Amendment 1, Amendment 2, Amendment 3, Amendment 4 and Amendment 5 is being filed jointly on behalf of the following persons (collectively, the “Reporting Persons”): (1) Hawkeye Energy Holdings, LLC, a Delaware limited liability company (“Hawkeye”); (2) THL Equity Advisors VI, LLC, a Delaware limited liability company (“Advisors VI”); and (3) Thomas H. Lee Advisors, LLC, a Delaware limited liability company (“THL Advisors”).

The Reporting Persons, Ethanol Investment Partners (“EIP”), South Dakota Wheat Growers Association (“SDWG”), and certain members of the Issuer board of directors may be deemed to be a “group” pursuant to Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934 as a result of entering into the Amended and Restated Voting Agreement described in more detail in Items 4, 5 and 6 in the Schedule 13D as amended by Amendment 1, Amendment 2, Amendment 3, Amendment 4 and Amendment 5. The Reporting Persons do not expressly affirm membership in a group, however, and the Reporting Persons have agreed to vote with the other Voting Agreement parties for the sole purposes set forth in the Voting Agreement. The Reporting Persons disclaim beneficial ownership of the Units held by EIP, SDWG and certain members of the Issuer board of directors party to the Voting Agreement. Neither the filing of this Schedule 13D, as amended by Amendment 1, Amendment 2, Amendment 3, Amendment 4 and Amendment 5, nor any of its contents shall be deemed to constitute an admission that the Reporting Persons or any of their respective affiliates are the beneficial owners of any of Units beneficially owned by EIP, SDWG and any members of the Issuer board of directors party to the Voting Agreement for purposes of Section 13(d) of the Exchange Act or for any other purpose. It is the understanding of the Reporting Persons that EIP, SDWG and the members of the Issuer board of directors party to the Voting Agreement have made or will make separate filings pursuant to the Act to report their respective beneficial ownership, and/or that this beneficial ownership will be reported by the Issuer in its required public filings. Based on such filings, as of the date hereof, the parties to the Voting Agreement hold in the aggregate approximately 49.7% of the outstanding units of the Issuer. The cover pages to this Schedule 13D, as amended by Amendment 1, Amendment 2, Amendment 3, Amendment 4 and Amendment 5, only report information on the Reporting Persons identified in this Item 2.

Advisors VI is the General Partner of certain members of Hawkeye which collectively hold a majority of the membership units in Hawkeye. THL Advisors is the general partner of the sole member of Advisors VI. Hawkeye is managed by a Board of Managers consisting of Scott Sperling, Thomas Hagerty, Soren Oberg, Joshua Nelson, Andrew Leitch and Bruce Rastetter (the “Hawkeye Managers”).

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read in its entirety as follows:

On August 28, 2009 (the “Closing Date”), Hawkeye paid an aggregate purchase price of $3,300,000 to acquire 2,200,000 units of the Issuer (the “Initial Transaction”) pursuant to that certain subscription agreement, between Hawkeye and the Issuer, dated as of August 21, 2009 (the “First Subscription Agreement”) and that certain Side Letter from the Issuer, dated as of August 21, 2009 (the “Initial Side Letter”) attached hereto as Exhibits 1 and 2 and incorporated by reference. On September 17, 2009, Hawkeye submitted a subscription agreement (the “Second Subscription Agreement”) for an additional 1,133,333 Units of the Issuer valued at $1,699,999.50 (the “Second Transaction,” and

together with the Initial Transaction, the “Transaction”), and the Issuer and Hawkeye entered into that certain Amendment to the Side Letter from the Issuer (the “Side Letter Amendment,” and together with the Initial Side Letter, the “Side Letter”), attached hereto as Exhibits 6 and 7 and incorporated by reference. The 1,133,333 Units were issued to Hawkeye on September 23, 2009. On April 7, 2010, Hawkeye entered into that certain Backstop Commitment Agreement attached hereto as Exhibit 8 and incorporated by reference, which contemplated that Hawkeye would purchase its pro rata share of up to $10 million Units, and additional offered Units not purchased by other offerees, in a private placement. In connection with that Backstop Commitment Agreement, Hawkeye submitted a subscription agreement for an additional 5,171,891 Units of the Issuer (for the price $7,757,836.50), dated as of June 4, 2010 (the “Third Subscription Agreement” and together with the First Subscription Agreement and Second Subscription Agreement, the “Subscription Agreements”) attached hereto as Exhibit 9 and incorporated by reference. The description of the Subscription Agreements and Side Letter in this Schedule 13D, as amended by Amendment 1, Amendment 2, Amendment 3, Amendment 4 and Amendment 5 does not purport to be complete, and is qualified in its entirety by reference to such agreements. The funds used by the Hawkeye to pay such subscription amounts were obtained from cash.

Item 4. Purpose of Transaction

Item 4 is hereby amended and restated to read in its entirety as follows:

The Reporting Persons have previously acquired the Units for investment purposes. The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the business of the Issuer, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Units of the Issuer in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing, from time to time, which may include further acquisitions of units or disposal of some or all of the Units currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons, as the case may be.

The Subscription Agreements, Side Letter Amendment, and the Transaction did or may result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition of additional securities of the Issuer, a change to the Issuer board of directors or a change to the capitalization and dividend policy of the Issuer. In particular, the Initial Side Letter grants Hawkeye the right to participate pro rata in the future issuance of additional units by the Issuer and for a period of 14 months after its investment to receive additional units without consideration if the Issuer issues units for less than $1.50 per unit with the effect that Hawkeye’s purchase price per unit would be reduced to the lowest price per unit paid by a subsequent investor during this 14 month period, and the Side Letter Amendment and the Third Subscription Agreement extends

certain rights under the Side Letter to the additional shares acquired by Hawkeye under the Second Subscription Agreement and Third Subscription Agreement.

Furthermore, in their capacity as directors of the Issuer, the Reporting Persons’ Designees (defined below) may take one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D. In addition, the Reporting Persons may engage in communications with one or more members, officers or directors of the Issuer, including discussions regarding potential changes in the operations of the Issuer and strategic direction that, if effected, could result in, among other things, the results specified in clauses (a)-(j) of Item 4 of Schedule 13D.

Pursuant to that certain Amended and Restated Voting Agreement, effective August 28, 2009, by and among EIP, Hawkeye (each of Hawkeye and EIP, an “Investor”), SDWG, certain of the directors of the Issuer, and the Issuer (collectively, the “Voting Agreement Parties”), as amended by that certain Amendment 1 dated as of April 7, 2010 (together, “Voting Agreement”), the Voting Agreement Parties agreed that the Chief Executive Officer of the Issuer be nominated and elected to the Issuer board of directors (the “CEO Designee”) and that the Investors each be entitled to designate two representatives to the Issuer board of directors; provided, however, that if an Investor holds 5% or more but less than 10% of the then outstanding units of membership interest in Issuer, such Investor shall have the right to designate one nominee to the Issuer board of directors, and if an Investor holds less than 5% of the then outstanding units of membership interest in Issuer, such Investor shall no longer have the right to designate any nominee to the Issuer board of directors (each of the CEO Designee and the designees of the Investors, the “Designees”). The Voting Agreement Parties are obligated to nominate for election, recommend to its members the election of, and vote all units of membership interest of the Issuer held by such parties for the Designees as members of the Issuer board of directors, and the Voting Agreement Parties are required not to take any action that would result in, and to take any action necessary to prevent, the removal of any of the Designees and are prohibited from granting a proxy with respect to any units that is inconsistent with the terms of the Voting Agreement. The description of the Voting Agreement in this Schedule 13D does not purport to be complete, and is qualified in its entirety by reference to such agreement, which is attached hereto as Exhibit 3 and incorporated herein by reference. In addition, pursuant to Amendment 1 to the Voting Agreement, the Voting Agreement Parties are required at the 2010 annual member meeting of the Issuer to vote all Units beneficially owned by such parties in favor of an amendment to the Issuer’s operating agreement which will, among other things, eliminate restrictions on the number of authorized units of the Issuer. The Voting Agreement will or may result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D.

Except to the extent specifically prohibited by the Subscription Agreements, Side Letter, Voting Agreement or Backstop Commitment Agreement, each of the Reporting Persons reserves the right, in light of its ongoing evaluation of the Issuer’s financial condition, business, operations and prospects, the market price of the Units, conditions in the

securities markets generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate.

Item 5. Interest in Securities of the Issuer.

Item 5(a)-(b) is hereby amended by the addition of the following:

(a)-(b)

As described in Item 3 above, Hawkeye has submitted a Third Subscription Agreement for 5,171,891 Units of the Issuer, which would bring the Reporting Persons’ total beneficial ownership of Units to 8,505,224 Units. Whether any or all of the Units covered by the Third Subscription Agreement will be acquired is dependent upon the satisfaction of certain closing conditions not within the control of the Reporting Persons, and therefore the Reporting Persons disclaim beneficial ownership of the additional 5,171,891 Units at this time.

Item 5(c) is hereby amended and restated in its entirety as follows:

Hawkeye acquired an aggregate of 2,200,000 Units of the Issuer on August 28, 2009 when all conditions precedent contained in the Subscription Agreement were satisfied. Hawkeye acquired an aggregate of 1,133,333 Units of the Issuer pursuant to an issuance by Issuer on September 23, 2009 pursuant to the Second Subscription Agreement dated September 17, 2009. In addition, in connection with the Backstop Commitment Agreement, Hawkeye has submitted the Third Subscription Agreement for an aggregate of 5,171,891 Units at a price of $1.50 per Unit for an aggregate purchase price of $7,757,836.50. These Units are not included in the cover pages to this Schedule 13D because the acquisition of Units by the Reporting Persons is contingent upon certain closing conditions not within the control of the Reporting Persons. There have been no other acquisitions of Issuer securities by the Reporting Persons. The responses to Items 3 and 4 of this Schedule 13D, as amended by Amendment 1, Amendment 2, Amendment 3, Amendment 4 and Amendment 5, are incorporated herein.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended by the addition of the following:

On June 4, 2010, the Issuer and Hawkeye entered into the Third Subscription Agreement, attached as Exhibit 9 hereto, providing for the subscription by Hawkeye for 5,171,891 Units at a price of $1.50 per Unit for an aggregate purchase price of $7,757,836.50. The Third Subscription Agreement also extends certain rights of Hawkeye initially granted pursuant to the Side Letters to the additional 5,171,891 Units subscribed for pursuant to the Third Subscription Agreement.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended by the addition of the following:

EXHIBIT 9

Subscription Agreement, by and between the Issuer and Hawkeye, dated as of June 4, 2010.

[remainder of page intentionally left blank]

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: June 7, 2010

HAWKEYE ENERGY HOLDINGS, LLC


By:	/s/ J.D. Schlieman
	Name:	J.D. Schlieman
	Title:	President



THOMAS H. LEE ADVISORS, LLC


By:	/s/ Charles P. Holden
	Name:	Charles P. Holden
	Title:	Authorized Signatory



THL EQUITY ADVISORS VI, LLC

By:	THOMAS H. LEE PARTNERS, L.P. its general partner

By:	THOMAS H. LEE ADVISORS, LLC its general partner


By:	/s/ Charles P. Holden
	Name:	Charles P. Holden
	Title:	Authorized Signatory

[Signature Page to 13D/A]

EX-99.1 2 mm06-0710advbio_sc13da5e6.htm EXHIBIT 9 - SUBSCRIPTION AGREEMENT mm06-0710advbio_sc13da5e6.htm

EXHIBIT 9

ADVANCED BIOENERGY, LLC

SUBSCRIPTION AGREEMENT

Limited Liability Company Membership Units

$1.50 per Unit

Minimum Investment of 6,667 Units ($10,000)

667 Unit Increments Thereafter ($1,000)

The undersigned subscriber, desiring to purchase membership interests (“units”) of Advanced BioEnergy, LLC (“Advanced BioEnergy”), a Delaware limited liability company, with its principal place of business at 10201 Wayzata Boulevard, Suite 250, Minneapolis, Minnesota 55305, hereby, subject (i) to the Confidential Private Placement Memorandum (the “Memorandum”) of Advanced BioEnergy, (ii) to the Backstop Commitment Agreement dated as of April 7, 2010 between the undersigned subscriber and Advanced BioEnergy (the “Backstop Commitment”) (including, without limitation, the conditions to closing set forth in Section 7 of the Backstop Commitment) and (iii) to the other terms and conditions of the offering, subscribes for the purchase of the units of Advanced BioEnergy, and agrees to pay the related purchase price, identified below.

Advanced BioEnergy acknowledges and agrees that all rights granted by Advanced BioEnergy to the undersigned subscriber with respect to the units of Advanced BioEnergy previously issued to the undersigned subscriber (including, without limitation, the Pro-Rata Participation Rights set forth in Section 2 of that certain letter agreement (“Letter Agreement”), dated August 21, 2009, by and between Advanced BioEnergy and the undersigned subscriber, the anti-dilution rights set forth in Section 3 of the Letter Agreement (with the “Total Hawkeye Purchase Price” (as used in the Letter Agreement) defined to include the amount set forth in Item C.1 of this Subscription Agreement) and the rights set forth in that certain Registration Rights Agreement, dated August 28, 2009, by and between Advanced BioEnergy and the undersigned subscriber) shall apply to the units purchased pursuant to this Subscription Agreement.

The Backstop Commitment remains in full force and effect in accordance with the terms therein, and nothing in this Subscription Agreement amends or otherwise modifies the Backstop Commitment.

A.	SUBSCRIBER INFORMATION. Please print your individual or entity name and address. Joint subscribers should provide their respective names. Your name and address will be recorded exactly as printed below.

INDIVIDUALS: ENTITIES:

____________________________________ Hawkeye Energy Holdings, LLC

Name of Individual Subscriber (Please Print) Name of Entity (Please Print)

____________________________________ 224 S. Bell Ave.

____________________________________ Ames, Iowa 50010

____________________________________ Attention: Timothy B. Callahan

Street Address Street Address

____________________________________ ______________________________________

Telephone Telephone

____________________________________ (515) 233-5577

Facsimile Facsimile

____________________________________ tcallahan@hawkeye-energy.com

Email Address Email Address

B.	NUMBER OF UNITS PURCHASED. Your pro rata share of units offered in this offering, if applicable, is listed below.

Pro Rata Share: 1,648,521

Number of Units Requested

to Be Purchased: 5,171,891 (the “Units”)

C.	PURCHASE PRICE. Indicate the dollar amount of your requested investment.

1. Total Purchase Price

($1.50 per unit multiplied by the

number of units to be purchased

indicated in Item B above)

$7,757,836.50

D.	GENERAL INSTRUCTION FOR SUBSCRIBERS. You should read the Memorandum in its entirety for a complete explanation of an investment in Advanced BioEnergy.

Complete all information required in this Subscription Agreement, and date and sign the Subscription Agreement.

Immediately provide a wire transfer for the investment amount in accordance with the wiring instructions previously provided by Advanced BioEnergy. You will determine this amount in Item C.1 of this Subscription Agreement.

Deliver this original executed Subscription Agreement, together with your payment described in Item 2 of these instructions, to the following address:

Advanced BioEnergy, LLC

10201 Wayzata Boulevard, Suite 250

Minneapolis, MN 55305

Attention: Chief Executive Officer

Subject to the satisfaction of the conditions set forth in the Backstop Commitment and completing the Restructuring, your funds will be immediately at-risk as described in the Memorandum and the Backstop Commitment. If the issuance of the Units has not been completed on or prior to June 30, 2010 (or such later date as the undersigned subscriber may determine in its sole discretion) (which issuance shall not take place unless and until the Restructuring is completed and the other closing conditions set forth in Section 7 of the Backstop Commitment are satisfied), your funds will be promptly returned to you, without interest. Unless and until the Units are issued, your funds will be maintained in an account of Advanced BioEnergy for the sole benefit of the parties hereto in accordance with the terms hereof, and not for the benefit of any third party, including, without limitation, any subsidiary of Advanced BioEnergy. This Subscription Agreement does not confer any rights or remedies upon any third party, including, without limitation, any subsidiary of Advanced BioEnergy.

You may direct your questions to Richard Peterson, our President, Chief Executive Officer and Chief Financial Officer at (763) 226-2701.

E.	ADDITIONAL SUBSCRIBER INFORMATION. The subscriber, named above, certifies the following under penalties of perjury:

FORM OF OWNERSHIP. Check the appropriate box (one only) to indicate form of ownership. If the subscriber is a Custodian, Corporation, Partnership or Trust, please provide the additional information requested.

	o	Individual

	o	Joint Tenants with Right of Survivorship (Both signatures must appear on page 5.)

	x	Corporation, Limited Liability Company or Partnership (Corporate Resolutions, Operating Agreement or Partnership Agreement must be enclosed.)

Trust

Trustee’s Name:__________________________________________________

Trust Date:______________________________________________________

¨	Other: Provide detailed information in the space immediately below.

_______________________________________________________________

SUBSCRIBER’S TAXPAYER INFORMATION. Check the appropriate box if you are a non-resident alien, a U.S. citizen residing outside the United States or subject to backup withholding. Trusts should provide their taxpayer identification number. Custodians should provide the minor’s Social Security Number. All individual subscribers should provide their Social Security Number. Other entities should provide their taxpayer identification number.

	Subscriber’s Social Security No.

	Joint Subscriber’s Social Security No.

	ENTITY Taxpayer Identification No.	XX-XXXXXXX

Check any or all boxes that might apply:

¨ Check box if you are a non-resident alien

¨ Check box if you are a U.S. citizen residing outside of the United States

¨ Check this box if you are subject to backup withholding

Duplicate REPORT ADDRESS. If you would like duplicate copies of member reports sent to an address that is different than the address identified in Item A, please complete this section.

	Thomas H. Lee Partners

	100 Federal Street, 35th Floor; Attn: Joshua Nelson
	Street

	Boston, MA 02110
	City, State, Zip Code

SUBSCRIBER’S REPRESENTATIONS AND WARRANTIES. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By initialing and signing below the subscriber represents and warrants to Advanced BioEnergy that he, she or it: Joint subscribers must both initial all items.

Initial Here

HEH	a.	has received a copy of Advanced BioEnergy’s Memorandum;

HEH	b.	has been informed that the units of Advanced BioEnergy are to be issued pursuant to this Subscription Agreement can only be sold to a person deemed to be accredited;

HEH	c.	has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the federal securities laws or securities laws of any state and that Advanced BioEnergy is relying in part upon the representations of the undersigned subscriber contained herein;

HEH	d.	has been informed that the securities subscribed for have not been approved or disapproved by the securities departments, nor has any regulatory authority passed upon the accuracy or adequacy of the Memorandum;

HEH	e.	intends to acquire the units for his, her or its own account without a view to public distribution or resale and that he, she or it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any units or any portion thereof to any other person;

HEH	f.	understands that there is no present market for Advanced BioEnergy’s units, that the units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the units;

HEH	g.	should seek the advice of his, her or its legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;

HEH	h.	has received a copy of the Advanced BioEnergy Fourth Amended and Restated Operating Agreement and understands that upon acceptance of the subscription by Advanced BioEnergy, the subscriber and the units will be bound by the provisions of this operating agreement, which contains, among other things, provisions that restrict the transfer of units;

HEH	i.	understands that the units are subject to substantial restrictions on transfer under federal and state securities laws along with restrictions in the Advanced BioEnergy Fourth Amended and Restated Operating Agreement and agrees that if the units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Fourth Amended and Restated Operating Agreement, as may be amended from time to time, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;

HEH	j.	meets the definition of an accredited investor as described in the Memorandum and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;

HEH	k.	understands that Advanced BioEnergy will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by Advanced BioEnergy in its sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.

HEH	l.	understands that, to enforce the above legend, Advanced BioEnergy may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the units;

HEH	m.	may not transfer or assign this subscription agreement, or any of the subscriber’s interest therein;

HEH	n.	has written his, her or its correct taxpayer identification number under Item E(2); and

HEH	o.	is not subject to backup withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he, she or it is no longer subject to backup withholding. (Note: this clause (o) should be crossed out if the backup withholding box in Item E(2) is checked.)

ADVANCED BIOENERGY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Advanced BioEnergy contained in Section 3 of the Backstop Commitment are true and correct in all material respects as if made on the date hereof (except for representations and warranties made of a specific date, which shall be true and correct in all material respects as of such specified date.)

SIGNATURE OF SUBSCRIBER/JOINT SUBSCRIBER:

Date: June 4, 2010

INDIVIDUALS:		ENTITIES:

		HAWKEYE ENERGY HOLDINGS, LLC
Name of Individual Subscriber (Please Print)		Name of Entity (Please Print)


		Timothy B. Callahan, Chief Financial Officer
Signature of Individual		Print Name and Title of Officer


		/s/ Timothy B. Callahan
Name of Joint Individual Subscriber (Please Print)		Signature of Officer



Signature of Joint Individual Subscriber



ACCEPTANCE OF SUBSCRIPTION BY ADVANCED BIOENERGY, LLC:

Advanced BioEnergy, LLC hereby accepts the subscription for the above units.


Dated this 4th day of June, 2010.

ADVANCED BIOENERGY, LLC

By:	/s/ Richard R. Peterson
Richard R. Peterson President and Chief Executive Officer

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