a. |
■ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e- 3(c) under the
Securities Exchange Act of 1934.
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b. |
☐ The filing of a registration statement under the Securities Act of 1933.
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c. |
☐ A tender offer.
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d. |
☐ None of the above.
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(a) |
The information set forth in the Proxy Statement under the caption “QUESTIONS AND ANSWERS ABOUT THE RECLASSIFICATION” is hereby incorporated herein by reference.
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(b) |
The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Overview of the Reclassification Transaction” is hereby incorporated herein
by reference.
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(c) |
There is no public trading market for our units. To facilitate trading, we have created an online service designed to comply with federal tax laws and IRS regulations for establishing a “qualified matching
service” (“QMS”) as well as state and federal securities laws. There are detailed timelines and procedures that must be followed under the QMS rules with respect to offers and sales of units. All transactions must comply with the QMS
rules and our Current Operating Agreement and are subject to approval by the SIRE Board of Directors (the “Board”). Our QMS consists of an electronic bulletin board that provides information to prospective sellers and buyers of our
units. We do not receive any compensation for creating or maintaining the QMS. We do not become involved in purchase or sale negotiations arising from the QMS. We do not characterize ourselves as being a broker or dealer in an exchange or
give advice regarding the merits or shortcomings of any particular transaction. We do not receive, transfer or hold funds or securities as an incident of operating the QMS. We do not use the bulletin board to offer to buy or sell securities
other than in compliance with the securities laws, including any applicable registration requirements. We have no role in effecting the transactions beyond the approval required under our operating agreement and issuing new certificates.
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(d) |
The payment of distributions to members by SIRE is within the discretion of the Board, and there is no assurance of any distributions from SIRE. SIRE cannot be certain if or when it will be able to make
additional distributions.
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(e) |
Not applicable.
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(f) |
Neither we nor anyone acting on our behalf has repurchased any of our outstanding units during the past two years.
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(a) |
The information set forth in the Proxy Statement under the captions “QUESTIONS AND ANSWERS ABOUT THE RECLASSIFICATION” is hereby incorporated herein by reference. The following table identifies (i) each
director of the Company, (ii) each executive officer of the Company as of [●]. The address for all directors and executive officers is the Company’s principal executive office located at 10868 189th Street, Council Bluffs and the telephone
number is (877) 776-5999.
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Karol D. King |
Director and Chairman |
Theodore V. Bauer | Director, Secretary and Treasurer |
Michael K. Guttau |
Director |
Jill Euken | Director |
Kevin J. Ross | Director |
Michael D. Jerke |
Chief Executive Officer |
Ann Reis | Chief Financial Officer |
(b) |
Not applicable.
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(c) |
Set forth below is certain information with respect to our directors and executive officers, including (i) current principal occupation or employment and the name, principal business and address of any
corporation or other organization in which the employment or occupation is conducted; and (ii) material occupations, positions, offices or employment during the past five years, including the starting and ending dates of each and the name,
principal business and address of any corporation or other organization in which the occupation, position, office or employment was carried on. None of our directors or executive officers has been convicted in a criminal proceeding during the
past five years (excluding traffic violations or similar misdemeanors). None of our directors or executive officers has been a party to any judicial or administrative proceeding during the past five years (except for matters that were
dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation
of federal or state securities laws. All of our directors and executive officers are U.S. citizens.
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(a) |
The information set forth in the Proxy Statement under the captions “QUESTIONS AND ANSWERS ABOUT THE RECLASSIFICATION,” “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Overview of the
Reclassification Transaction,” “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Background of the Reclassification Transaction,” “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Reason for the Reclassification,” “SPECIAL
FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Purpose and Structure of the Reclassification,” “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Effects of the Reclassification Transaction on SIRE,” “SPECIAL
FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Effects of the Reclassification Transaction on Members of SIRE,” “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Material Federal Income Tax Consequences of the
Reclassification” and “THE SIXTH AMENDED AND RESTATED OPERATING AGREEMENT” is hereby incorporated herein by reference.
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(b) |
The information set forth in the Proxy Statement under the captions “QUESTIONS AND ANSWERS ABOUT THE RECLASSIFICATION,” “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Overview of the
Reclassification Transaction,” “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Fairness of the Reclassification,” “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Effects of the Reclassification Transaction on Members of
SIRE” and “THE SIXTH AMENDED AND RESTATED OPERATING AGREEMENT” is hereby incorporated herein by reference.
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(c) |
The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Appraisal and Dissenters’ Rights” is hereby incorporated herein by
reference.
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(d) |
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Fairness of the Reclassification” is hereby incorporated herein by
reference.
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(e) |
Not applicable.
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(a) |
Not applicable.
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(b) |
Not applicable.
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(c) |
Not applicable.
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(e) |
Not applicable.
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(b) |
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Overview” “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND
DEREGISTRATION–Purpose and Structure of the Reclassification”“ and “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Effects of the Reclassification on SIRE” is hereby incorporated herein by reference.
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(c) |
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Effects of the Reclassification Transaction on SIRE,” “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION
AND DEREGISTRATION–Effects of the Reclassification Transaction on Members of SIRE” and “THE SIXTH AMENDED AND RESTATED OPERATING AGREEMENT” is hereby incorporated herein by reference.
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(a) |
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Background of the Reclassification Transaction,” “SPECIAL FACTORS RELATED
TO THE RECLASSIFICATION AND DEREGISTRATION–Reasons for the Reclassification” and “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Purpose and Structure of the Reclassification” is hereby incorporated herein by reference.
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(b) |
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION– Background of the Reclassification Transaction,” “SPECIAL FACTORS RELATED
TO THE RECLASSIFICATION AND DEREGISTRATION–Reasons for the Reclassification,” and “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Fairness of the Reclassification” is hereby incorporated herein by reference.
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(c) |
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Background of the Reclassification Transaction,” “SPECIAL FACTORS RELATED
TO THE RECLASSIFICATION AND DEREGISTRATION–Reasons for the Reclassification,” “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION-Effects of the Reclassification Transaction on Members of SIRE” and “SPECIAL FACTORS RELATED TO
THE RECLASSIFICATION AND DEREGISTRATION–Purpose and Structure of the Reclassification” is hereby incorporated herein by reference.
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(d) |
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Effects of the Reclassification Transaction on SIRE,” “SPECIAL FACTORS
RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Effects of the Reclassification Transaction on Members of SIRE”“ and “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Material Federal Income Tax Consequences of the
Reclassification” is hereby incorporated herein by reference.
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(a) |
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Background of the Reclassification Transaction” “SPECIAL FACTORS RELATED
TO THE RECLASSIFICATION AND DEREGISTRATION–Fairness of the Reclassification,” “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Factors Not Considered Material” and “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND
DEREGISTRATION–Board Recommendation” is hereby incorporated herein by reference.
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(b) |
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Fairness of the Reclassification,” “SPECIAL FACTORS RELATED TO THE
RECLASSIFICATION AND DEREGISTRATION–Factors Not Considered Material” and “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Board Recommendation” is hereby incorporated herein by reference.
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(c) |
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Fairness of the Reclassification - Procedural Fairness” and “ABOUT THE
SPECIAL MEETING - Quorum; Vote Required for Approval” is hereby incorporated herein by reference.
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(d) |
The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Fairness of the Reclassification” is hereby incorporated herein by
reference.
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(e) |
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION– Background of the Reclassification Transaction” and “SPECIAL FACTORS
RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Board Recommendation” is hereby incorporated herein by reference.
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(f) |
Not applicable.
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(a) |
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Fairness of the Reclassification,” and “OTHER MATTERS–Reports, Opinions,
Appraisals and Negotiations” is hereby incorporated herein by reference.
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(b) |
Not applicable.
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(c) |
Not applicable.
|
(a) |
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Fees and Expenses; Financing of the Reclassification” is hereby
incorporated herein by reference.
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(b) |
Not applicable.
|
(c) |
The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Fees and Expenses” is hereby incorporated herein by reference.
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(d) |
Not applicable.
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(a) |
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Interests of Certain Persons in the Reclassification Transaction” and
“SECURITY OWNERSHIP DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS” is hereby incorporated herein by reference.
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(b) |
There have been no transactions in the securities of the Company during the past 60 days.
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(d) |
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Interests of Certain Persons in the Reclassification Transaction” and
“SECURITY OWNERSHIP DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS” is hereby incorporated herein by reference.
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(e) |
The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION AND DEREGISTRATION–Board Recommendation” is hereby incorporated herein by reference.
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(a) |
The information set forth in the Proxy Statement under the caption “EXHIBITS INCORPORATED BY REFERENCE” is hereby incorporated herein by reference. In addition, the following documents are incorporated by
reference herein:
|
• |
• |
(b) |
The information set forth in the Proxy Statement under the caption “FINANCIAL INFORMATION–Pro Forma Information” is hereby incorporated herein by reference.
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(a) |
The information set forth in the Proxy Statement under the captions “QUESTIONS AND ANSWERS ABOUT THE RECLASSIFICATION” and “INFORMATION ABOUT THE MEETING-Solicitation of Proxies; Expenses of Solicitation” is
hereby incorporated herein by reference.
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(b) |
The information set forth in the Proxy Statement under the captions “QUESTIONS AND ANSWERS ABOUT THE RECLASSIFICATION” and “INFORMATION ABOUT THE MEETING-Solicitation of Proxies; Expenses of Solicitation” is
hereby incorporated herein by reference.
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(b) |
The information set forth in the Proxy Statement, including all appendices attached thereto, is hereby incorporated herein by reference.
|
(c) |
The information set forth in the Proxy Statement, including all appendices attached thereto, is hereby incorporated herein by reference.
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(a) |
All documents specified in Item 1016(a) through (d), (f) and (g) (Reg. M-A 1016(a) through (d), (f) and (g))
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(a) |
Preliminary Proxy Statement, together with all amendments thereto, appendices and proxy card.*
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(b) |
Not applicable.
|
(c) |
Not applicable.
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(d) |
Proposed Sixth Amended and Restated Operating Agreement.**
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(f) |
Not applicable.
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(g) |
Not applicable.
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(b) |
Exhibit 107- Table - The transaction valuation, fee rate, amount of filing fee.
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SOUTHWEST IOWA RENEWABLE ENERGY, LLC
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Date: April 21, 2023
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/s/ Michael D. Jerke
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Michael D. Jerke
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|
Chief Executive Officer
|
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Date: April 21, 2023
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/s/ Ann Reis
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Ann Reis
|
|
Chief Financial Officer
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Transaction Valuation*
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Amount of Filing Fee**
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|||||
$
|
99,155,800
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$
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10,926.97
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*
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For purposes of calculating the fee only, this amount is based on 8,975 Series A Membership Units outstanding (the number of Membership Units of
the Issuer the Company estimates will be converted into Class A, Class B, Class C or Class D Units in the proposed Reclassification) multiplied by $11,048.00, the book value per unit of common equity computed as of December 31, 2022.
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**
|
Calculated by multiplying $99,155,800 by 0.00011020.
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☐ |
Check Box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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