SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13E-3
(Amendment No. 3)
(Rule 13e-3)
RULE 13e-3 TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE
ACT OF 1934
Granite Falls
Energy, LLC
(Name of Issuer)
Granite Falls
Energy, LLC
(Name of Person(s) Filing Statement)
Membership Units
(Title of Class of Securities)
Not Applicable
(CUSIP Number of Class of Securities)
Bill Hanigan
Hanigan & Logan, LLP
500 East Court Avenue, Suite 130
Des Moines, Iowa 50309
515-705-4191
(Name, Address and Telephone Number of Person
Authorized to Receive
Notices and Communications on Behalf of Persons
Filing Statement)
This statement is filed in connection with (check appropriate box):
a. x 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.
b. ¨ The
filing of a registration statement under the Securities Act of 1933.
c. ¨ A
tender offer.
d. ¨ None
of the above.
Check the following box if the solicitation materials or information
statement referred to in checking box (a) are preliminary copies. ¨
Check the following box if the filing is a final amendment reporting
the results of the transaction: ¨
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction
or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.
INTRODUCTION
This Amendment No. 3
to Rule 13E-3 Transaction Statement on Schedule 13E-3 (as amended, “Schedule 13E-3") is being filed by Granite Falls
Energy, LLC, a Minnesota limited liability company, pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Rule 13E-3 thereunder. This Amendment No. 3 is being filed pursuant to Rule 13e-3(d)(3) as
a final amendment to report the result of the Rule 13e-3 transaction subject to this Schedule 13e-3 Transaction Statement.
On November 3, 2022,
our unit holders approved the proposed Seventh Amended and Restated Operating Agreement (the “Proposed Operating Agreement”)
that resulted in a reclassification of our units into newly authorized Class A, Class B and Class C Units (the “Reclassification”).
The units of our unit holders of record who held 21 or more of our units have been classified as Class A Units. Our unit holders
of record who held 10 to 20 units have received one Class B Unit for each unit held by such unit holders immediately before the
effective time of the reclassification. Our unit holders of record who held 9 or less units have received one Class C Unit for each
unit held by such unit holders immediately before the effective time of the reclassification.
The reclassification has
reduced the number of holders of our units to less than 300 unit holders, enabling the Company to terminate its registration and suspend
its reporting obligations with the Securities and Exchange Commission. The Company expects to file a Form 15 with the Securities
and Exchange Commission to cease reporting as a public company as soon as practicable.
The information contained
in the Proxy Statement is hereby expressly incorporated herein by reference and the responses to each item are qualified in their entirety
by reference to the information contained in the Proxy Statement.
All parenthetical references
under the various Items contained in this Schedule 13E-3 are references to the corresponding Items contained in Regulation M-A under
the Exchange Act.
TRANSACTION STATEMENT
ITEM 1. SUMMARY TERM SHEET
(Reg. M-A 1001)
The information set forth in the Proxy Statement
under the captions "QUESTIONS AND ANSWERS ABOUT THE RECLASSIFICATION" and "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION"
is hereby incorporated herein by reference.
ITEM 2. Subject Company Information
(Reg. M-A 1002)
| |
(a) |
The information set forth in the Proxy Statement under the caption "QUESTIONS
AND ANSWERS ABOUT THE RECLASSIFICATION–Who Can Help Answer My Questions" is hereby incorporated herein by reference. |
| |
(b) |
The information set forth in the Proxy Statement under the caption "SPECIAL
FACTORS RELATED TO THE RECLASSIFICATION–Overview" is hereby incorporated herein by reference. |
| |
(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
operating agreement and are subject to approval by 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 approval required under our operating agreement and issuing new certificates. |
| |
(d) |
The payment of distributions to members by Granite Falls Energy, LLC is within the
discretion of the Board of Granite Falls Energy, LLC, and there is no assurance of any distributions from Granite Falls Energy, LLC.
The Company cannot be certain if or when it will be able to make additional distributions. |
The payment of distributions
is also subject to Granite Falls Energy, LLC’s compliance with various covenants and requirements of Granite Falls Energy, LLC's
credit and loan agreements, and it is possible that those covenants and requirements will at times prevent Granite Falls Energy, LLC
from paying a distribution to its members if Granite Falls Energy, LLC fails to meet certain financial metrics or is in default under
the provisions of the credit and loan agreements. Over the last two years, Granite Falls Energy, LLC made a distribution in January 2022
equal to $330.00 per Unit and a distribution in July 2022 equal to $600.00 per Unit.
| |
(f) |
Neither we nor anyone acting on our behalf has repurchased any of our outstanding
units during the past two years. |
ITEM 3. Identity and Background of Filing Person.
(Reg. M-A 1003(a) through (c))
| |
(a) |
The information set forth in the Proxy Statement under the
captions "QUESTIONS AND ANSWERS ABOUT THE RECLASSIFICATION" is hereby incorporated by reference. The Proxy Statement, The
following table identifies (i) each governor of the Company, (ii) each executive officer of the Company as of September 9,
2022. The address for all governors and executive officers is the Company’s principal executive offices located at 15045 Highway
23 SE, Granite Falls, Minnesota and the telephone number is 320-564-3100. |
Governors and Executive Officers of Granite
Falls Energy, LLC
| Leslie Bergquist |
|
Governor |
| Dean Buesing |
|
Governor, Secretary |
| Jeffrey Oestmann |
|
Chief Executive Officer & General Manager |
| Paul Enstad |
|
Governor & Chairman |
| David Forkrud |
|
Governor |
| Sherry Jean Larson |
|
Governor |
| Stacie Schuler |
|
Chief Financial Officer |
| Martin Seifert |
|
Alternate Governor |
| Rodney Wilkison |
|
Governor & Vice Chairman |
| Kenton Johnson |
|
Governor |
| Bruce LaVigne |
|
Governor |
| Robin Spaude |
|
Governor |
| |
(c) |
Set forth below is certain information with respect to our governors 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 governors
or executive officers has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar
misdemeanors). None of our governors 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 governors and executive officers are U.S. citizens. |
Dean Buesing
- Governor. Mr. Buesing has served as a governor of the Company since 2009. Mr. Buesing and his brother have been farming
near Granite Falls since 1973, raising corn and soybeans. Since 1980, he has served as president of Buesing Farms, Inc. located
at 5027 Hwy 67, Granite Falls, Minnesota 56241-1661. He is also president of Buesing-Buesing, LLC, which is a farming operation formed
in 2006. In 2007, Buesing Ag Partnership was formed, in which he is a partner with his brother and nephew. Mr. Buesing was a director
of Minnesota Corn Processors, LLC, an ethanol production facility located near Marshall, Minnesota from 1998 until 2002 when it was bought
by Archer Daniels Midland. While a director of Minnesota Corn Processors, LLC, he also served on the long- range planning and development
committee. From 2007 to 2011, Mr. Buesing served as a director and secretary of SW Energy, LLC, a development stage ethanol production
facility located near McCook, Nebraska. From 1992 to 2000, he was also a director and treasurer of Yellow Medicine Soybean Growers. He
is also currently a member of the Minnesota Soybean and Corn Growers Associations. Mr. Buesing previously served as a governor of
HLBE. Mr. Buesing is a member of the Company’s executive board.
Sherry Jean
Larson - Governor. Ms. Larson has been a governor of the Company since March 2016. She is a certified public accountant
and employed as the Senior Vice President and Controller for Independent Community Bankers of America located at 518 Lincoln Road, P.O. Box
267, Sauk Centre, Minnesota 56378. Her responsibilities include oversight of the preparation, organization and ongoing analysis of all
financial information pertinent to ICBA and its subsidiaries. She was the Chief Financial Officer of Quam Construction in Willmar, Minnesota
from December 2016 to March 2018. For the 15 years preceding, Ms. Larson was employed as a manager at Christianson &
Associates, PLLP (“Christianson”), a public accounting firm located in Wilmar, Minnesota. In her role as a manager at Christianson,
she assisted a wide variety of clients in the agriculture and manufacturing industries, including numerous ethanol and other alternative
renewable fuel clients, with her primary focus on controller services, financial forecasting, business development, and preparation of
business plans. Additionally, from October 2014 to April 2016, as part of her duties with Christianson, Ms. Larson served
as the interim part- time chief financial officer for a private ethanol production facility pursuant to a financial and consulting services
agreement between Christianson and the ethanol production facility. Prior to her employment with Christianson & Associates,
Ms. Larson was employed as a senior accountant at Schlenner Wenner & Co. in St. Cloud, Minnesota from November 1997
to July 2001. She graduated from the University of Evansville with a bachelor’s degree in accounting and from St. Cloud State
University with a master’s degree in business administration. Ms. Larson was selected as a nominee based on her business experience,
knowledge of the ethanol industry, education and financial acumen.
Robin Spaude
- Governor. Mr. Spaude was elected as an at-large governor in 2019. Mr. Spaude served as a full-time employee of the
Company beginning in July 2005, serving as the Maintenance Manager from July 2005 to September 2006. From September 2006
to March 2019, Mr. Spaude served as the Company’s Plant Manager. As Plant Manager, Mr. Spaude was responsible for
daily operations management, as well as execution of numerous project budgets and their implementation, which expanded the plant’s
operations. Other major projects included cook, liquefaction, mill, dehydration and boiler capacity expansions; rail loop construction;
office building expansion; and budget proposal, bid solicitation, and construction coordination for a storage bin addition. Since the
plant’s construction, Mr. Spaude’s duties included capital equipment and operating budget forecasts. From March 2001
to July 2005, Mr. Spaude served as an independent contractor providing project and construction coordination services and assisting
the Company with permitting, infrastructure, and construction management activities. Mr. Spaude also served as an appointed governor
of Heron Lake BioEnergy, LLC (“HLBE”), from March 2020 to September 2021. From May 2008 to September 2009,
Mr. Spaude also served as an independent contractor to Highwater Ethanol, LLC, providing project and construction coordinator services.
Prior to Mr. Spaude’s work in the ethanol industry, he was employed for 31 years by Plews Division (a division of the Parker-Hannifin
Corp. until its sale of Plews to the Stant Corp.), an automotive OEM and aftermarket company, serving as a Director of Manufacturing
and Engineering. In this role, Mr. Spaude had multiple plant manufacturing and engineering responsibilities in the U.S. and Mexico.
During his time with the Plews Division, Mr. Spaude’s work played a role in the sales and manufacturing growth from $24 million
to $85 million over the course of seven years, via competitor acquisition, consolidation, and lean manufacturing strategies. Mr. Spaude
is a retired Army Reserve officer of 20 years’ continuous service in ordinance and logistics. He also served as the Airport Commission
chairman from 1988 to 2007 for the Granite Falls Airport, which involved site selection, construction, and public operations. Mr. Spaude
graduated from Minnesota West Community and Technical College in Granite Falls, with a degree in Industrial Drafting and Design Technology.
He has also completed numerous continuing education courses in engineering and business management over the course of his career. Mr. Spaude
was selected as a board member based on his business experience in the ethanol industry and prior involvement with and knowledge of the
Company.
Leslie Bergquist
- Governor. Mr. Bergquist served as a governor of the Company from 2013 to 2019. Since January 2012,
Mr. Bergquist has owned and served as president of Bergquist Consulting Corporation located at 141 Skyline Dr, Granite Falls, Minnesota
56241, which provides commercial and agricultural loan reviews and appraisal reviews. Mr. Bergquist also serves as a farm manager
for Fagen Farms, LLP and Fagen Farms II, LLP, both of which are affiliates of Fagen Holdings, Inc., and as a bus driver for Bennett &
Bennett Transportation, Inc. Mr. Bergquist previously served as a senior credit analyst for Forstrom Bancorporation, Inc.
from May 2007 through December 2011, and held the positions of president, vice president, and director during his tenure with
Yellow Medicine County Bank, which spanned from August 2002 through May 2007. During his prior tenure as a governor of the
Company, Mr. Bergquist also served as a one of our appointed governors to the board of governors of Heron Lake BioEnergy, LLC, the
Company’s wholly owned subsidiary (“HLBE”), and as a member of the audit committee of HLBE. He also served as an appointed
director of Agrinatural from September 2013 until March 2018, representing HLBE’s investment interest in Agrinatural.
Mr. Bergquist’s experience as an executive, his knowledge of the agricultural industry, and his financial acumen and audit
committee experience make him a valuable member of the Board.
Paul Enstad
- Governor, Chairman of the Board of Governors. Mr. Enstad has served on the board of governors of the Company since its
inception in 2000. Mr. Enstad has been farming corn and soybeans at his residence of 3124 490th Street in Granite Falls,
Minnesota since 1978. He served on the board of directors of Farmers Cooperative Elevator Company, a member of the Company, from 1996
to 2011. Mr. Enstad previously served as a one of the Company's appointed governors of HLBE, representing GFE’s interest in
that company, as well as the chairman of the HLBE board. Mr. Enstad also previously as an appointed director of Agrinatural, representing
HLBE's investment interest in Agrinatural. The board believes Mr. Enstad's business experience, experience in board and leadership
roles, and his knowledge of the ethanol industry, provides the board with valuable perspective.
David Forkrud
- Governor. Mr. Forkrud was elected as an at-large governor of the Company in 2021. Mr. Forkrud previously managed
farmer-owned cooperatives for 42 years, retiring in 2016. Mr. Forkrud continues to work part-time for Farmer’s Co-op
Oil Co. located at 461 2nd Avenue W in Echo, Minnesota, selling grain handling equipment. He was elected County Commissioner
in the fall of 2016 for Redwood County. Mr. Forkrud was and is a promoter of ethanol.
Kenton Johnson
- Governor. Mr. Johnson began his tenure with the Board in 2013 as Fagen, Inc.’s appointed
governor and continued as a governor upon his election to the Board in 2014. Since 2007, Mr. Johnson has raised corn and soybeans
in his farming operation located at 5347 270th Avenue in Granite Falls, Minnesota. In August 2009, Mr. Johnson became
chief executive officer and shareholder of Prairie View Farms, Inc., a family owned and operated farming business. Since January 2013,
Mr. Johnson has served as a director on the boards of Platinum Ethanol, LLC, a 125 million gallon per year ethanol plant located
in Arthur, Iowa, and of Platinum Grain, LLC, a commercial grain elevator in Anthon, Iowa. Since October 2013, he has served
on the board of Bushmills Ethanol, Inc., an 85 million gallon per year ethanol facility located in Atwater, Minnesota, as an appointee
of our general contractor Fagen, Inc. Since June 2015, Mr. Johnson has served as a director for Ringneck Energy, LLC,
an 80 million gallon per year ethanol facility in Onida, South Dakota, which commenced operations in 2019. Mr. Johnson previously
served as one of the Company’s appointed governors to the board of governors of HLBE. Mr. Johnson received a Bachelor of Science
degree in agriculture business management from Southwest Minnesota State University in 2011. Mr. Johnson’s leadership and
agriculture experience and industry insight resulting from his board service for similar companies in the ethanol industry make him a
valuable member of the Board.
Bruce LaVigne
- Governor. Mr. LaVigne has served as a governor of the Company since 2014. Mr. LaVigne is currently employed
as the managing director of Red Lake Resources Ltd, headquartered at 900-555 Burrard St, Vancouver, British Columbia, V7X1M8, Canada,
a private equity mineral exploration company, since April 2010 and as chief executive officer of Secluded Properties Limited, an
Ontario company that develops commercial timber and mining, since February 1989. In addition, Mr. LaVigne is also former chief
executive officer of Lac Seul Airways, Ltd. (having held the position of chief executive officer from 1998 to 2011); the chief executive
officer of 972974 Ontario Limited, a private equity mining and real estate company; the chairman of 1009167 Ontario Limited, a private
investment holding company; and a vice president of Boundary Waters Land and Timber, a private equity Minnesota real estate development
and timber production company that manages 2,800 acres of commercial timber production land in northern Minnesota. Mr. LaVigne previously
served as one of the Company’s alternate appointed governors to the board of governors of HLBE, representing our investment interest
in HLBE. Mr. LaVigne’s leadership skills and strategic and operational business acumen make him a valuable member of the Board.
Martin Seifert
- Alternate Governor. Mr. Seifert was first appointed by the Board as an alternate governor in May 2011. Since
December 2014, Mr. Seifert has been employed as a lobbyist with the firm of Flaherty and Hood, P.A. at 525 Park Street, St.
Paul, Minnesota 55103. Previously, he was the executive director of the Avera Marshall Foundation from 2010 to 2013, which provides
financial support for the Marshall Regional Medical Center hospital and long-term care facility. Mr. Seifert has also been a realtor
with Real Estate Retrievers from 2010 to 2014. Mr. Seifert was a member of the Minnesota House of Representatives from 1996 to 2011.
He also served as minority leader in the Minnesota House of Representatives from 2006 to 2009. Mr. Seifert graduated from Southwest
Minnesota State University in 1995 with a Bachelor of Arts in political science. Mr. Seifert previously served as an alternate
appointed governor of HLBE and serves on the board of directors of Catholic United Financial. Mr. Seifert provides significant assistance
to our Board in the Company’s interaction with all levels of local and state government and also provides an independent, long-term
view of the further development of Company’s site and business.
Rodney
Wilkison - Governor, Vice Chairman of the Board of Governors. Mr. Wilkison was initially appointed to an at-large board
seat in December 2006 and elected as an at-large governor in 2007. Since 1985, Mr. Wilkison has been the owner and chief executive
officer of Wilkison Consulting Service, located at 117 Savannah Heights Blvd, Lynd, Minnesota 56157, which provides financial consulting,
tax preparation, and monthly accounting services for farmers and small businesses. Prior to starting his consulting business, Mr. Wilkison
worked for two different banks for over eleven years. Mr. Wilkison graduated from Pipestone Area Vocational Technical Institute
with a degree in agricultural banking and is certified by the Minnesota Department of Agriculture as a Farm Business Management Instructor.
Mr. Wilkison previously served as a one of GFE’s appointed governors to the board of governors of HLBE, representing the GFE’s
interest in that company, as well as the vice-chairman and chair of the audit committee of HLBE. Mr. Wilkison has served as a member
and chairman of the Company’s Audit Committee since his election as an at-large governor in 2007. The board believes Mr. Wilkison
provides the board with critical financial and accounting acumen and because he qualifies as an audit committee financial expert.
Jeffrey
Oestmann, Chief Executive Officer and General Manager. Mr. Oestmann joined the Company in May 2021 as chief
executive officer and general manager. Mr. Oestmann has worked in the agriculture and bio-fuel sectors for approximately 28 years.
From 2013 to 2017, Mr. Oestmann served as President and CEO of East Kansas Agri-Energy, LLC, which operates an ethanol and renewable
Diesel plant in Garnett, Kansas. From 2017 to 2019, Oestmann worked for Syngenta, an agricultural science and technology company, as
Head of Bio-Fuel Operations. From 2012 to 2013, Mr. Oestmann served as president and CEO of Soy Energy. From 1994 to 2012, Mr. Oestmann
worked in various roles for Cargill around the world, including operations, Risk management, Trading, marketing, a business development
manager and product development leader. Mr. Oestmann received a business degree from the University of Nebraska at Omaha. Mr. Oestmann
also serves as Chief Executive Officer of HLBE, GFE’s wholly owned subsidiary, a position he has held since May 26, 2021.
Pursuant to the Company’s Natural Gas Local Distribution Company Management Agreement with Agrinatural, Mr. Oestmann also
serves as Chief Executive Officer of that company, a position he has held since May 26, 2021. Mr. Oestmann also serves as a
member of the Board of Managers of Agrinatural. It is anticipated that Mr. Oestmann will hold the office of Chief Executive Officer
until the earlier of his resignation, death, disqualification or removal by the Board.
Stacie
Schuler - Chief Financial Officer. Ms. Schuler joined the Company in July 2005 as chief financial officer
and controller. Prior to joining the Company, Ms. Schuler worked as a financial manager for Cargill, Incorporated from 1997
to 2005. Ms. Schuler received her accounting degree through Southwestern Technical College in Granite Falls, Minnesota and Southwest
State University in Marshall, Minnesota. Ms. Schuler also serves as Chief Financial Officer of HLBE, GFE’s wholly owned subsidiary,
a position she has held since July 31, 2013. Pursuant to the Company’s Natural Gas Local Distribution Company Management Agreement
with Agrinatural, Ms. Schuler also serves as Chief Financial Officer of that company, a position she has held since February 3,
2020. Ms. Schuler also serves as a member of the Board of Managers of Agrinatural. It is anticipated that Ms. Schuler will
hold the office of Chief Financial Officer until the earlier of her resignation, death, disqualification or removal by the Board.
ITEM 4. Terms of the Transaction.
(Reg. M-A 1004(a) and (c) through (f))
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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–Overview," "SPECIAL FACTORS RELATED
TO THE RECLASSIFICATION–Background," "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Reasons for the Reclassification,"
"SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Purpose and Structure of the Reclassification," "SPECIAL FACTORS
RELATED TO THE RECLASSIFICATION–Effects of the Reclassification on GFE," "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Effects
of the Reclassification on Members of GFE,” “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Material Federal Income
Tax Consequences of the Reclassification" and "THE SEVENTH AMENDED AND RESTATED OPERATING AGREEMENT" is hereby incorporated
herein by reference. |
| |
(c) |
The information set forth in the Proxy Statement under the captions "QUESTIONS AND ANSWERS ABOUT
THE RECLASSIFICATION," "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Overview," "SPECIAL FACTORS RELATED
TO THE RECLASSIFICATION–Fairness of the Reclassification," "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Effects
of the Reclassification on Members of GFE" and "THE SEVENTH AMENDED AND RESTATED OPERATING AGREEMENT" is hereby incorporated
herein by reference. |
| |
(d) |
The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS RELATED
TO THE RECLASSIFICATION–Appraisal and Dissenters Rights" is hereby incorporated herein by reference. |
| |
(e) |
The information set forth in the Proxy Statement under the captions "SPECIAL FACTORS RELATED
TO THE RECLASSIFICATION–Fairness of the Reclassification" and "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Factors
Not Considered Material" is hereby incorporated herein by reference. |
ITEM 5. Past Contracts, Transactions, Negotiations and Agreements.
(Reg. M-A 1005(a) through (c) and (e))
| |
(a) |
In the ordinary course of business, we regularly enter into transactions to
buy grain. From time to time, we may buy grain from related persons on the same basis as we buy grain from unrelated parties. For
the fiscal year ended October 31, 2021, we purchased approximately $5,825,000 of corn from board members, consisting of approximately
$1,170,000 from Enstad Brothers Partnership, of which Paul Enstad is a partner; approximately $2,860,000 from Buesing Ag Partnership,
of which Dean Buesing is a partner; and approximately $1,795,000 from Prairie View Farms, which is controlled by Kenton Johnson. |
ITEM 6. Purposes of the Transaction and Plans or Proposals.
(Reg M-A 1006(b) and (c)(1) through (8))
| |
(b) |
The information set forth in the Proxy Statement under the captions "SPECIAL FACTORS RELATED
TO THE RECLASSIFICATION–Overview" "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Purpose and Structure of
the Reclassification" and "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Effects of the Reclassification on GFE"
is hereby incorporated herein by reference. |
| |
(c) |
The information set forth in the Proxy Statement under the captions "SPECIAL FACTORS RELATED
TO THE RECLASSIFICATION–Effects of the Reclassification on GFE," "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Effects
of the Reclassification on Members of GFE", and "THE SEVENTH AMENDED AND RESTATED OPERATING AGREEMENT" is hereby incorporated
herein by reference. |
ITEM 7. Purposes, Alternatives, Reasons and Effects.
(Reg. M-A 1013)
| |
(a) |
The information set forth in the Proxy Statement under the captions "SPECIAL FACTORS RELATED
TO THE RECLASSIFICATION–Background of the Reclassification Transaction," "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Reasons
for the Reclassification" and "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Purpose and Structure of the Reclassification"
is hereby incorporated herein by reference. |
| |
(b) |
The information set forth in the Proxy Statement under the captions "SPECIAL
FACTORS RELATED TO THE RECLASSIFICATION–Background of the Reclassification Transaction," "SPECIAL FACTORS RELATED
TO THE RECLASSIFICATION–Reasons for the Reclassification," "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Fairness
of the Reclassification" and "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Factors Not Considered Material"
is hereby incorporated herein by reference. |
| |
(c) |
The information set forth in the Proxy Statement under the captions "SPECIAL
FACTORS RELATED TO THE RECLASSIFICATION–Background of the Reclassification Transaction," "SPECIAL FACTORS RELATED
TO THE RECLASSIFICATION–Reasons for the Reclassification,” “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION-Effects
of the Reclassification on Members of GFE” and "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Purpose and Structure
of the Reclassification" is hereby incorporated herein by reference. |
| |
(d) |
The information set forth in the Proxy Statement under the captions "SPECIAL
FACTORS RELATED TO THE RECLASSIFICATION–Effects of the Reclassification on GFE," "SPECIAL FACTORS RELATED TO THE
RECLASSIFICATION–Effects of the Reclassification on Members of GFE" and "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Material
Federal Income Tax Consequences of the Reclassification" is hereby incorporated herein by reference. |
ITEM 8. Fairness of the Transaction
(Reg. M-A 1014)
| |
(a) |
The information set forth in the Proxy Statement under the captions "SPECIAL
FACTORS RELATED TO THE RECLASSIFICATION–Background of the Reclassification Transaction" "SPECIAL FACTORS RELATED
TO THE RECLASSIFICATION–Fairness of the Reclassification", "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Factors
Not Considered Material" and "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Board Recommendation" is hereby
incorporated herein by reference. |
| |
(b) |
The information set forth in the Proxy Statement under the captions "SPECIAL
FACTORS RELATED TO THE RECLASSIFICATION–Fairness of the Reclassification," "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Factors
Not Considered Material" and "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Board Recommendation" is hereby
incorporated herein by reference. |
| |
(c) |
The information set forth in the Proxy Statement under the captions "SPECIAL
FACTORS RELATED TO THE RECLASSIFICATION–Fairness of the Reclassification - Procedural Fairness" and "ABOUT
THE SPECIAL MEETING - Quorum; Vote Required for Approval" is hereby incorporated herein by reference. |
| |
(d) |
The information set forth in the Proxy Statement under the caption "SPECIAL
FACTORS RELATED TO THE RECLASSIFICATION–Fairness of the Reclassification" is hereby incorporated herein by reference. |
| |
(e) |
The information set forth in the Proxy Statement under the captions "SPECIAL
FACTORS RELATED TO THE RECLASSIFICATION–Background of the Reclassification Transaction" and "SPECIAL FACTORS RELATED
TO THE RECLASSIFICATION–Board Recommendation" is hereby incorporated herein by reference. |
ITEM 9. Reports, Opinions, Appraisals and Negotiations.
(Reg. M-A 1015)
| |
(a) |
The information set forth in the Proxy Statement under the captions "SPECIAL
FACTORS RELATED TO THE RECLASSIFICATION–Fairness of the Reclassification," "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION–Factors
Not Considered" and "OTHER MATTERS–Reports, Opinions, Appraisals and Negotiations" is hereby incorporated herein
by reference. |
ITEM 10. Source and Amounts of Funds or Other
Consideration.
(Reg. M-A 1007)
| |
(a) |
The information set forth in the Proxy Statement under the captions "SPECIAL
FACTORS RELATED TO THE RECLASSIFICATION–Fees and Expenses; Financing of the Reclassification" is hereby incorporated herein
by reference. |
| |
(c) |
The information set forth in the Proxy Statement under the caption "SPECIAL
FACTORS RELATED TO THE RECLASSIFICATION–Fees and Expenses" is hereby incorporated herein by reference. |
ITEM 11. Interest in Securities of the Subject Company.
(Reg M-A 1008)
| |
(a) |
The information set forth in the Proxy Statement under the captions "SPECIAL
FACTORS RELATED TO THE RECLASSIFICATION–Interests of Certain Persons in the Reclassification" and "SECURITY OWNERSHIP
OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS" is hereby incorporated herein by reference. |
| |
(b) |
There have been no transactions in the securities of Granite Falls Energy, LLC during
the past 60 days. |
ITEM 12. The Solicitation or Recommendation.
(Reg. M-A 1012(d) and (e))
| |
(d) |
The information set forth in the Proxy Statement under the captions "SPECIAL
FACTORS RELATED TO THE RECLASSIFICATION–Interests of Certain Persons in the Reclassification" and "SECURITY OWNERSHIP
OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS" is hereby incorporated herein by reference. |
| |
(e) |
The information set forth in the Proxy Statement under the caption "SPECIAL
FACTORS RELATED TO THE RECLASSIFICATION–Board Recommendation" is hereby incorporated herein by reference. |
ITEM 13. Financial Statements.
(Reg M-A 1010(a) and (b))
| |
(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. |
ITEM 14. Persons/Assets, Retained, Employed, Compensated or Used.
(Reg. M-A 1009)
| |
(a) |
The information set forth in the Proxy Statement under the captions "QUESTIONS
AND ANSWERS ABOUT THE RECLASSIFICATION" and “ABOUT THE SPECIAL MEETING-Solicitation of Proxies; Expenses of Solicitation”
is hereby incorporated herein by reference. |
| |
(b) |
The information set forth in the Proxy Statement under the captions "QUESTIONS
AND ANSWERS ABOUT THE RECLASSIFICATION" and “ABOUT THE SPECIAL MEETING-Solicitation of Proxies; Expenses of Solicitation”
is hereby incorporated herein by reference. |
ITEM 15. Additional Information.
(Reg. M-A 1011(b) and (c))
| |
(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. |
ITEM 16. Material to be Filed as Exhibits.
| |
(a) |
All documents specified in Item 1016(a) through (d), (f) and (g) (Reg. M-A 1016(a) through
(d), (f) and (g)) |
| |
(a) |
Definitive Proxy Statement, together with all amendments thereto, appendices
and proxy card.* |
| |
(d) |
Proposed Seventh Amended and Restated Operating Agreement. ** |
*Incorporated by reference to the Company's Schedule 14A, filed with
the SEC on September 9, 2022 (and amendments thereto).
**Incorporated by reference to Exhibit 99.4 of Exhibit (a).
SIGNATURES
After due inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and correct.
| |
|
GRANITE FALLS ENERGY, LLC |
| |
|
|
| Date: November 15,
2022 |
/s/
Jeffrey Oestmann |
| |
|
Jeffrey Oestmann |
| |
|
Chief Executive Officer |
| |
|
|
| |
|
/s/ Stacie Schuler |
| Date: November 15,
2022 |
Stacie Schuler |
| |
|
Chief Financial Officer |
Granite Falls Energy (CE) (USOTC:GFGY)
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