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SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2017
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

 

The Cooperative, Cargill, and American Crystal Sugar Company (“American Crystal”) have entered into a Consent Agreement dated as of April 4, 2017 to be effective on January 1, 2018 relating to the lease of ProGold LLC’s wet-milling facility to Cargill and the Cooperative’s interest in ProGold LLC. ProGold LLC and Cargill entered into a Second Amended and Restated Facility Lease (as further described below), and Cargill and American Crystal entered into an Option Agreement dated as of April 4, 2017 to be effective on January 1, 2018 detailing the price, term and other conditions under which American Crystal grants to Cargill an exclusive option to purchase a 50% interest in ProGold LLC from American Crystal during the first four years of the lease.

 

Under the Consent Agreement, the Cooperative approves and consents to the transfer of the 50% interest in ProGold LLC from American Crystal to Cargill in the event Cargill exercises its option.  The Cooperative also secures the right to purchase American Crystal’s remaining 1% interest in ProGold LLC for a base price ranging from $1.7 million to $1.3  million, depending on when Cargill notifies American Crystal of its intention to exercise its option.  The Cooperative would also be required to pay to American Crystal a capital adjustment in an amount equal to 1% of the portion of costs that have not been paid by Cargill to ProGold LLC through additional rent with respect to certain projects at the facility.  In the event Cargill intends to exercise its option, before exercising such option, Cargill and the Cooperative will expeditiously and in good faith work together to finalize agreements for the structure, governance and operation of ProGold LLC according to certain operational principles and other guideline terms as provided in a Memorandum of Understanding attached to the Consent Agreement.

 

The Second Amended and Restated Facility Lease entered into by ProGold LLC and Cargill dated as of April 4, 2017 commences on January 1, 2018 and continues through December 31, 2022. The lease will be automatically extended for one year in the event that either (i) Cargill has not, prior to December 31, 2021, exercised the option to purchase American Crystal’s 50% interest in ProGold LLC or (ii) if the parties have not otherwise mutually agreed to extend or terminate the lease.

 

Cargill will pay ProGold LLC annual rent of $17 million in 2018 and 2019, $16 million in 2020, $15.5 million in 2021 and 2022, and $14 million if the lease is extended through 2023 as described above.

 

In connection with renewing the lease between ProGold LLC and Cargill, ProGold LLC has agreed to pay at least $750,000 annually for infrastructure maintenance and may also be required to pay additional sums in order to make certain capital improvements.  The payments will reduce any income available for ProGold LLC’s members at the time of such expenses.  The Cooperative and American Crystal would experience any such reduction in ProGold LLC’s income proportionately based on their percentage ownership of ProGold LLC.