-----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, MdwAWcoU760KWfoI5o/sTdbdyvPNE3StnT64QR02zXeX8++R9jwBCIjh5RdLzswZ TnquWIoOoJ4zXEsQ020EuQ== 0001104659-06-072348.txt : 20061108 0001104659-06-072348.hdr.sgml : 20061108 20061107210852 ACCESSION NUMBER: 0001104659-06-072348 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061108 DATE AS OF CHANGE: 20061107 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: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 333-125335 FILM NUMBER: 061195360 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: SOUTH DAKOTA WHEAT GROWERS ASSOCIATION CENTRAL INDEX KEY: 0001380346 IRS NUMBER: 460191930 STATE OF INCORPORATION: SD FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 110 6TH AVENUE SE CITY: ABERDEEN STATE: SD ZIP: 57402 BUSINESS PHONE: 605-225-5500 MAIL ADDRESS: STREET 1: 110 6TH AVENUE SE CITY: ABERDEEN STATE: SD ZIP: 57402 425 1 a06-23566_4425.htm PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS

 

Filed by South Dakota Wheat Growers Association

And Heartland Producers, LLC

pursuant to Rule 425 under the

Securities Act of 1933, as amended.

 

Subject Company: Advanced BioEnergy, LLC

Commission File No.: 333-125335

Talking Points for Directors

HGF Cash & Equity Exchange

Advanced BioEnergy, LLC (ABE) and the Board of Directors of Dakota Fuels, Inc., the managing partner of the Heartland Grain Fuels, LP (HGF), jointly announced that the limited partners of HGF have entered into a business relationship with ABE that will allow the HGF owners to receive cash from their investment in HGF and to continue their ownership in ethanol production through ownership of ABE equity.  Under the terms of the transaction, the limited partners of HGF will receive approximately $16.8 million in cash and approximately 2,631,000 newly issued units of ABE.  In addition, HGF intends to make a special distribution to its limited partners of approximately $8.65 million.

We believe this business transaction will be good for Wheat Growers member/owners and Heartland Producers’ membership because:

Geographic diversity: By being part of ABE with ethanol production facilities in other Midwest states, risks associated with drought and marketing should be mitigated.

·                  ABE is a development-stage company specializing in ethanol production.  It is currently building a 100-million gallons per year dry mill corn-processing ethanol plant near Fairmont, Nebraska and has letters of intent to build similar plants in Indiana and Minnesota

Significant size:  By being part of a larger ethanol production company, HGF can achieve additional economies of scale that are difficult to achieve with just two plants in North-Central South Dakota

·                  With their current planned expansion ABE will be a 300+ million gallon ethanol production company.  We believe that this size and scale are necessary for long term success.

This transaction will allow Heartland Grain Fuels’ investors to maintain an investment in an ethanol production company:  HGF investors will retain their investment in an ethanol production company through the ABE units they will receive in the transaction.

The transaction will allow Heartland Grain Fuels’ investors to obtain cash from present operations:  Ethanol prices have been at historical highs and this transaction allows HGF to return cash to its investors

·                  Approximately $8.65 million of cash, will be paid by HGF as a distribution of its 2006 year-to-date earnings. Without this transaction, this payment would not be possible.

·                  In addition, the limited partners of HGF will receive approximately $16.8 million cash and approximately 2,631,000 newly issued units of ABE.

The transaction will allow HGF to maintain business relationships: HGF currently has grain origination arrangements with Wheat Growers, an ethanol marketing relationship with Aventine Renewable Energy, Inc., and DDG by-product marketing relationship with Dakotaland Feeds, LLC.  ABE has agreed to maintain these relationships after closing.


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